HomeMy WebLinkAbout2003-09-09; City Council; 17304; Computer-Aided Dispatch & Mobile Data SystemsP w
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17,304
9-9-03
w CITY OF CARLSBAD -AGENDA BILL
TITLE:
APPROVAL OF CONTRACT FOR THE
PURCHASE OF POLICE COMPUTER-
AB#
MTG.
DEPT. POL CITY MGR. * AIDED DISPATCH AND MOBILE DATA
SYSTEMS.
RECOMMENDED ACTION: *
Adopt Resolution No. 2003-236 approving the contract for $2,129,348 for the
purchase of a Public Safety Information System, including the major subsystems of a
computer aided dispatch system (CAD), a police mobile data system, a mobile mapping
system, an automatic field location system, and the components and interfaces for
these subsystems
ITEM EXP LAN AT ION :
The current computer-aided dispatch (CAD) system was originally installed in 1986
concurrent with the opening of the Safety Center and was later upgraded in 1992 to
provide red u n d a ncy .
In 1995, Carlsbad approved the funding for the San Diego Regional Communications
System (RCS). The third phase of RCS -- the addition of data communications -- was
originally planned to be operational in 1999. However, an in-depth review of the system
requirements revealed that the CAD system would need to be replaced before the data
system could be implemented.
The city hired a consultant in February 1999 to study the police and fire departments’
technology. The consultant recommended the development of a five-year plan to
replace the outdated CAD system and implement mobile and records management
systems. At that time, the cost for this implementation was estimated to be $6 million.
A team was formed from the Police, Fire, Information Technology Departments and the
City Attorney’s Office to research the available systems and recommend a course of
action. In February 2000, a request for proposal was issued for a public safety
computer system. Tiburon, Inc. was selected and the City began the process of
contract negotiations and the development of a scope of work.
During the negotiation process, the probability of participating in a regional records
management and automated field reporting system developed. As a result, these
components have been removed from the scope of work of this project in anticipation of
ioining a regional effort at a later date.
The new Computer-Aided Dispatch (CAD) system will track public safety incidents from
start to finish. An incident is initiated when a citizen calls to report an emergency
situation. A dispatcher will then enter the address information and the CAD system will
ferify the address, recommend the appropriate response unit(s) and track the status of
dl units and their communication.
The new police mobile data system will extend the CAD system to the officer in the field
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through the use of a Mobile Computer Terminal (MCT) installed in the officers’ cars.
Every patrol car will have an in-car computer that will communicate with the CAD
system by way of a radio modem. Officers will be able to receive their calls and update
their status on their in-car computers. The mobile mapping system will make various
maps available to the officers in their cars, such as maps showing the unit’s current
location and the location of the call, and detailed maps of public facilities.
As part of the Automated Vehicle Location system (AVL), every patrol car will be
equipped with Global Position Satellite (GPS) hardware. The GPS hardware will be
utilized to provide the location of all AVL-equipped safety vehicles. This information
will then be sent to the CAD system enabling the dispatch of the closest and/or most
appropriate unit to the call. The implementation of the new AVL system will help reduce
response time, or keep it from increasing as the community grows. The AVL system will
enhance e mployee safety a s well a s reduce C ity risk by providing the I ocation of all
AVL-equipped vehicles.
FISCAL IMPACT:
The contract with Tiburon, Inc. is for $2,129,348. The total project cost is $3,571,500.
Of the total project cost, $2,221,000 was included in the FY 03 capital project budget.
The remaining $1,350,500 i s b udgeted i n the F Y 0 4 police g eneral fund budget, the
Information Technology Replacement Fund, and the capital project budget. Grant and
asset forfeiture funding contributed $295,000.
EXHIBITS:
1. Resolution No. 2003-236
2. Agreement for the purchase of Tiburon computer-aided dispatch system
DEPARTMENT CONTACT: Dale Stockton (760) 931 -21 68 dstoc@ci.carlsbad.ca.us
(Performance Bond on file in the City Clerk’s Office.)
Maria Callander (760) 931 -21 76 mcall@ci.carlsbad.ca.us
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RESOLUTION NO. 2003-236
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVAL OF CONTRACT FOR
AND MOBILE DATA SYSTEMS
THE PURCHASE OF POLICE COMPUTER-AIDED DISPATCH
WHEREAS, the Carlsbad police computer-aided dispatch system is
Dutdated and in need of replacement; and
WHEREAS, the current computer-aided dispatch system is unable to utilize
modern technology such as mapping and mobile data; and
WHEREAS, a public safety and information technology team has selected
Tiburon, Inc. to provide the new computer-aided dispatch and police mobile data
jystems; and
WHEREAS, the Public Safety Information System will include the major
wbsystems of a computer aided dispatch system (CAD), a police mobite data system, a
nobile mapping system, an automatic field location system, and the components and
nterfaces for these subsystems;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Zarlsbad, California, as follows:
1. That the above recitations are true and correct.
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2. That the Mayor of the City of Carlsbad is authorized to sign the contract with
Tiburon Corporation.
3. That the Mayor of the City of Carlsbad is hereby authorized and directed to
execute said Agreement for and on behalf of the City of Carlsbad, California.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council
held on the 9th day of SEPTEMBER ,2003 by the following vote, to wit:
AYES: Council Members Lewis, Finnila, Kulchin, Hall, Pack
NOES: None
ABSENT: None
ATTEST:
Page 2 of 2 of Resolution No. 2003-236
TABLE OF CONTENTS
I NTRO D UCTlO N ................................................................................................................... 2
RECITALS ............................................................................................................................. 2
AGREEMENT ........................................................................................................................ 2
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Definitions ............................................................................................................... 2
General Description of Services .............................................................................. 5
License .................................................................................................................... 6
Business Practice Review ....................................................................................... 7
Compensation ......................................................................................................... 8
Term of Agreement ............................................................................................... 10
Personnel .............................................................................................................. 10
Site Preparation and Access ................................................................................. 12
Modifications to Pre-existing Equipment and Facilities and Acquisition of Products
13
Training Plan and Training Materials ..................................................................... 13
Changes in Work ................................................................................................... 14
Completion Dates and Deadline for Productive Use ............................................. 14
System Acceptance ............................................................................................... 15
Warranties ............................................................................................................. 17
Regeneration of Lost or Damaged Data ................................................................ 22
Transfer of Title and Risk of Loss .......................................................................... 22
Dispute Resolution ................................................................................................ 22
Termination of Agreement ..................................................................................... 22
Confidential Information ........................................................................................ 25
Faithful PerformanceNVarranty Bond .................................................................... 26
I n su ra n ce .............................................................................................................. 26
I ndem n ifica tion ...................................................................................................... 28
Limits on Liability ................................................................................................... 29
Claims Against City ............................................................................................... 29
Compliance with Laws and Ordinances ................................................................ 29 Covenant Against Contingent Fees ....................................................................... 30
Conflicts of Interest ................................................................................................ 30
Notices and Invoices ............................................................................................. 30
Miscellaneous ........................................................................................................ 31
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PROFESSIONAL SERVICES AND
SOFTWARE LICENSE AGREEMENT
I NTRO D U CTlO N
This Professional Services and Software License Agreement is made and entered
into as of the /,a day of e . ,2003, (“Effective Date”) by and between the City of
Carlsbad, a municipal corpor tion, with its principal place of business at 1200 Carlsbad
Village Drive, Carlsbad, California, 92008 (“the City”) and Tiburon, Inc., a Virginia
corporation, with its principal place of business at 39350 Civic Center Drive, Suite 100,
Fremont, California, 94538 (“Tiburon”).
RECITALS
WHEREAS, the City desires to procure a fully integrated Public Safety Information
System, including the major subsystems of a Computer Aided Dispatch System (CAD), a
Police Mobile Data System (MDS), a Message Switch (MS), a Mobile Mapping System
(MMS), an Automatic Field Location System (AVL), and the components and interfaces for
these subsystems; and
WHEREAS, Tiburon is qualified to and desires to provide the System and perform
any ancillary professional services necessary to install and implement the System;
NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
AGREEMENT
I .O Definitions
The following definitions apply to the terms used within this Agreement:
1 .I Agreement. The term “Agreement” refers to this Professional Services and
Software License Agreement and its exhibits, the City’s Request for Proposal (including the
City’s Response to Vendor Questions dated March 29, ZOOO), and Tiburon’s Proposal
(including Tiburon’s subsequent letters of clarification). In the event of any inconsistency
between or among these documents, the inconsistency is to be resolved in the following
descending order of precedence: (1 ) this Professional Services and Software License
Agreement; (2) the Statement of Work, attached as Exhibit A to this Professional Services
and Software License Agreement; (3) the remaining exhibits to this Professional Services
and Software License Agreement; (4) Tiburon’s letters of clarification; (5) Tiburon’s Proposal
dated April 14, 2000; and (6) the City’s Request for Proposal (including the City’s Response
to Vendor Questions dated March 29, 2000).
1.2 As-Built Documentation. The term “As-Built Documentation” means the
Baseline Documentation plus the Documentation for the Tailoring Modifications and
Customization Modifications identified in the Change List. All “As-Built Documentation”
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from Tiburon shall supplement, not conflict with the terms of this Agreement. In the event of
a conflict, the terms of this Agreement shall prevail.
1.3 Baseline Documentation. The term “Baseline Documentation” refers to the
Documentation for the current release of the System prior to any Tailoring Modifications or
Customization Modifications. All Baseline Documentation from Tiburon shall supplement,
not conflict with the terms of this Agreement. In the event of a conflict, the terms of this
Agreement shall prevail.
1.4 Change List. The term “Change List” refers to the document created as a
result of the Business Practice Review that details all of the Tailoring Modifications and/or
Customization Modifications to be made to the System under this Agreement. The “Change
List” from Tiburon shall supplement, not conflict with the terms of this Agreement. In the
event of a conflict, the terms of this Agreement shall prevail.
1.5 Contract Documents. The term “Contract Documents” collectively refers to
this Agreement, the Maintenance and Suppsrt Agreement, and the Source Code Escrow
Ag re em en t .
1.6 Customization Modification. The term ‘Customization Modification” refers to a
modification to the System’s Source Code or data base structure, which provides new or
improved functions or features to address specific City needs and has not been made
generally available to Tiburon’s customers.
1.7 Defect. With respect to the System, the term “Defect” means any error,
failure, deficiency, or any other unacceptable variance of the System or component to fully
conform to the warranties described in this Agreement, including any failure to fully conform
to the Functional, Performance and Reliability Specifications and Requirements of this
Agreement. With respect to the Hardware, the term “Defect” means any error, failure,
deficiency or any other unacceptable variance from the manufacturer’s documentation or
warranty provided with the Hardware or as a component of this Agreement. With respect to
the Software, the term “Defect” means any error, failure, or deficiency or any other
unacceptable variance from any required, specified, or expected program behaviors as may
be required by the City or necessary for the Software to operate correctly and in full
compliance with the terms of this Agreement and the As-Built Documentation for the System
installed.
1.8 Derivative Works. The term “Derivative Works” means, with respect to any
Tiburon Application Software, any translation, abridgement, revision, modification, recasting,
transformation, or adaptation of the Software source code after final acceptance of the “As-
Built Documentation” for the Software.
1.9 Documentation. The term “Documentation” means all written, electronic, or
recorded works that describe the uses, features, functional capabilities, performance
standards, and reliability standards of the System, or any subsystem, component, or
interface, and that are published or provided to the City by Tiburon or its subcontractors,
including, without limitation, all end user manuals, training manuals, guides, program
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listings, data models, flow charts, logic diagrams, and other materials related to or for use
with the System.
1.10 Final Svstem Acceptance. The term “Final System Acceptance” means the
date on which: (1) all Products provided by Tiburon under the terms of this Agreement have
been fully installed and successfully tested by the City; (2) all Services provided by Tiburon
under the terms of this Agreement have been successfully completed by Tiburon and
accepted by the City, and (3) after approval by the City Council, the City has executed a
Final Acceptance Document indicating all terms and conditions of this Agreement have
been successfully completed by Tiburon.
1.1 1 Functional, Performance and Reliability Specifications and Requirements.
The term “Functional, Performance and Reliability Specifications and Requirements” means
all definitions, descriptions, requirements, criteria, warranties, and performance standards
relating to the System set forth in: (a) this Agreement; (b) the other Contract Documents; (G)
the As-Built Documentation; and (d) any functional and/or technical specifications which are
published or provided by Tiburon or its licensors or suppliers from time to time with respect
to the System or any Products. Any conflict between the specifications and requirements
referenced in subparts (a) through (d) of this definition will be resolved in the order of priority
in which they are listed.
1.12 Hardware. The term “Hardware” means all hardware, equipment and other
tangible non-Software items supplied to the City by Tiburon under this Agreement.
1 .I3 Products. The term “Products” means all Software and all Hardware listed in
Exhibit B.
1 .I4 Proiect. The term “Project” refers to Tiburon’s obligation under this Agreement
to develop, supply, install, configure, test and implement the System.
1.15 Services. The term “Services” means the implementation, development,
training, configuration, loading, testing, project management and other services to be
provided by Tiburon under this Agreement, including, without limitation, the tasks detailed in
the Statement of Work contained in Exhibit A.
1 .I6 Software. The term “Software” means: (a) all Tiburon Application Software;
(b) all Third-party Software to be supplied by Tiburon under this Agreement; and (c) all
Tailoring Modifications, Customization Modifications and Updates to any Tiburon Application
Software as may be approved by the City.
1 .I7 Source Code. The term “Source Code” means the human readable form of
the Software and all algorithms, flow charts, logic diagrams, structure descriptions or
diagrams, data format or layout descriptions, pseudo-code, code listings (including
comments), and other technical documentation relating to the program sufficient to enable a
trained programmer to maintain and/or modify the Software without undue experimentation.
1 ,I8 System. The term “System” means the collective whole of all Products and
Services to be purchased, developed, licensed, supplied, installed, configured, tested and
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implemented by Tiburon under this Agreement and includes, without limitation, the major
CAD, MDS, MS, MMS, and AVL subsystems and related components and interfaces.
1.19 Svstem Administrator Documentation. The portion of the Documentation
addressing the operation and maintenance functions of the System.
1.20 Tailoring Modification. The term “Tailoring Modification” refers to any
modification to the System other than a Customization Modification.
1.21 Third-Pam Software. The term “Third-Party Software” means the software to
be supplied under this Agreement that is purchased or licensed directly from any source
external to Tiburon for use with or integration into the System.
1.22 Tiburon Application Software. The term “Tiburon Application Software” means
any software owned or sublicensed (i.e., Maverick 91 1) by Tiburon and installed as a part of the Project, whether in machine readable or printed form, including any Tailoring
Modifications, Customization Modifications, Updates and Documentation.
1.23 Warrantv Period. The term ‘Warranty Period” means the one-year period
following the date of Final System Acceptance by the City.
1.24 Work Product. The term ‘Work Product” means the Products and Services
and all other programs, algorithms, reports, information, designs, plans and other items
developed by Tiburon under this Agreement, including all partial, intermediate or preliminary
versions.
1.25 Updates. The term “Updates” means modifications, improvements, additions,
and corrections to the Products and/or related Documentation, including fixes, patches, new
releases and new versions, that Tiburon makes generally available to its customers with or
without an additional fee.
2.0 General Description of Services
2.1 SUPPIY, Installation, and Implementation. Tiburon will provide all design,
development, installation, consulting, system integration, project management, training,
technical and other services necessary for the successful delivery and implementation of the
System so that it is in productive use at the City and Final System Acceptance by the City
has occurred in accordance with the Project Schedule. Without limiting any of the above,
Tiburon will perform the tasks and meet the requirements set forth in the Statement of Work
contained in Exhibit A.
2.2 Transition. Tiburon will work with the City to ensure a smooth and efficient
transition from the City’s current systems to the System and to minimize disruption to
current operations, even if it necessitates working late evening, early morning, or weekend
hours. Any required disruptions will be scheduled in advance and approved by the City.
2.3 Proiect Schedule. It is anticipated that Tiburon will complete this Project in
accordance with the Project Schedule, which is contained in Exhibit C. Tiburon has
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allocated reasonable time for the City, based on the City’s input, to perform the tasks
assigned to the City during this Project. Tiburon has taken into account the available
resources of the City and possible contingency issues, such as employee turnover and
absences, in the development and proposal of this schedule. In the event the City
determines that the amount of time allocated by Tiburon for City responsibilities is not
sufficient and additional time is required for the City to complete City-related responsibilities
under this Agreement, the Project Schedule will be adjusted accordingly and at no
additional cost to the City.
3.0 License
3.1 Grant of License. Tiburon grants to the City a perpetual, irrevocable,
nonexclusive, nontransferable license (either site or per user as specified in Exhibit B,
Pricing and Deliverables) to use all Tiburon Application Software provided under this
Agreement to: (a) operate the System; (b) conduct internal training and testing, and (c)
perform disaster recovery, backup, archive and restoration testing, and implementation.
This license will also apply to all future Updates or Enhancements that are prepared by
Tiburon and released to the City under the terms of the Maintenance and Support
Agreement.
The license for each Tiburon Application Software product or module will become
effective on the date the product or module is used by the City in a live environment. The
City may use the Tiburon Application Software on any equipment at any City facility and
may make as many copies of the software as it desires to support its authorized use of the
software, provided the copies include Tiburon’s or the third-party owner’s copyright or other
proprietary notices.
Third Party Software shall be licensed by the manufacturer of that third party
software. All Third Party Software licenses shall be provided to the City and become
effective at the time the product is used by the City in a live environment.
Tiburon’s granting of and the City’s use of the Tiburon Application Software and Third
Party Software does not constitute a waiver of the City’s right to reject the System, in whole
or in part, if the requirements for Final System Acceptance are not met.
3.2. License for Replacement Products or Modules. In the event Tiburon releases
any new Tiburon Application Software product or module that the City desires to install as a
replacement for a product or module purchased under this Agreement (and that the City
would not already be entitled to receive under the Warranty provisions of this Agreement or
under the Maintenance and Support Agreement), the City will not be required to pay an
additional license fee to license the replacement product or module. In addition, the license
for the replacement product or module will be subject to the same terms and conditions as
the license for the original product or module.
Notwithstanding the above, in the event Tiburon releases a Third-party Application
Software mapping product or module that the City desires to install as a replacement for the
Maverick 91 1 mapping software or the Tiburon mobile mapping software (and that the City
would not already be entitled to received under the Warranty provisions of this Agreement or
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under the Maintenance and Support Agreement), the City will not be required to pay any
additional license or professional services fees to replace the Maverick 91 1 software or the
Tiburon mobile mapping software if replacement occurs within two years after Final System
Acceptance. If replacement occurs during the third year to fifth year after Final System
Acceptance, the City will receive the following credit for the mapping software license fees
paid under this Agreement:
Year 3 - 100% credit
Year 4 - 75% credit
Year 5 - 50% credit
3.3 Limitations on License. Except as licensed to the City, Tiburon retains all of its
current rights, title, and interest in the Software, including Derivative Works, Customization
Modifications, Tailoring Modifications, and Updates. Unless authorized by Tiburon or
required by law, the City will not: (1) make available or distribute all or part of the Software
to any third party by assignment, sublicense or any other means; or (2) disassemble,
decompile, or reverse engineer the Software, or allow any third party to do so.
3.4 Source Code Escrow Account. At the same time Tiburon delivers the
Software to the City, Tiburon must deliver a fully commented and documented copy of the
Source Code to the source code escrow agent identified in the Source Code Escrow
Agreement contained in Exhibit D of this Agreement. In addition, if, during the term of this
Agreement, the Warranty Period, or the Maintenance and Support Agreement, Tiburon
provides the City with any Tailoring Modifications, Customization Modifications, or Updates
to the Software, Tiburon must, within thirty (30) days, provide the escrow agent with the
Source Code for the Tailoring Modifications, Customization Modifications, or Updates, as
applicable. The City may access and use the Source Code under the terms and conditions
stated in the Source Code Escrow Agreement.
4.0 Business Practice Review
4.1 Commencement of Review. After execution of this Agreement and within
thirty (30) days of issuance of written notice to proceed by the City, Tiburon will complete
the Project Initiation meeting and the parties will commence a Business Practice Review to
determine whether and what Tailoring Modifications and Customization Modifications are
necessary to ensure the System meets the Functional, Performance and Reliability
Specifications and Requirements and any other requirements as defined by this Agreement.
The scope of the Business Practice Review, which is more fully detailed in the Statement of
Work contained in Exhibit A, will consist of a product demonstration, a workflow review, and
the preparation of a Change List, which will include a fixed price for any additional
Customization Modifications that may be identified during the Business Practice Review.
Customization Modifications for which Tiburon may quote a price change may only be
related to requested changes that require Source Code or data base structure modifications
in the base Tiburon Application Software products (CAD and MDS). Any identified Tailoring
Modifications will be provided to the City at no additional charge.
4.2 Interfaces.
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4.2.1 Interface Control Document. Exhibit E, “Interface Control Document,”
contains a list of the interfaces required by this Project. During the Business Practice
Review, the Interface Control Document will be reviewed and updated as the result of
further discussions and product demonstrations by Tiburon and as the City deems
necessary to further define the functional requirements for each interface. Upon completion
of the Business Practice Review, Tiburon will update the Interface Control Document to
reflect all City requirements identified to Tiburon. Changes requested by the City during the
Business Practice Review shall be incorporated into the final System design and
implementation at no additional cost.
4.2.2 lnterface Pricing. The prices quoted in Exhibit 8, “Pricing and System
Deliverables,” for all interfaces are fixed price quotes. All interfaces must be designed and
completed for the fixed price quoted regardless of any Source Code modifications or
enhancements that may be required in order to successfully implement each interface.
4.3 Completion of Review. The Business Practice Review may not exceed sixty
(60) days without the prior written approval of the City Manager or a designee. During the
Business Practice Review, Tiburon shall assign only competent, qualified employeelexperts
to perform this task.
4.4 City Review of Chanqe List. Within thirty (30) days after receiving the Change
List, the City will either: (a) determine no Tailoring Modifications and/or Customization
Modifications are required; (b) preliminarily approve the Change List in whole or part and
direct Tiburon to process an amendment in accordance with Section 11 .O, “Changes in
Work,” incorporating the preliminarily approved portion of the Change List into this
Agreement; (c) reject the Change List and allow Tiburon a fixed period of time not to exceed
twenty (20) days to make any requested revisions to it; or (d) reject the Change List and
terminate this Agreement per Section 18.1 with no further obligation to Tiburon.
5.0 Compensation
5.1 Fees. The City will pay the following fees for the Business Practice Review
and for the Products and Services provided under the terms of this Agreement, subject to
the annual appropriation of funds by the City Council. No other compensation will be
allowed, except those items covered by supplemental agreements under Section 11 .O,
“Changes in Work.”
5.1 .I Business Practice Review. The total fee for the Business Practice
Review will not exceed $ 112,060.00, as detailed in the Exhibit B, Pricing and System
Deliverables.
5.1.2 Products. The total fee for the Products to be provided under this
Agreement, inclusive of applicable sales tax, will not exceed $ 1,036,115.00, as detailed in
Exhibit 8, Pricing and System Deliverables.
5.1.3 Services. The total fee for the Services to be provided under this
Agreement will not exceed $ 98,173.00, as detailed in Exhibit By Pricing and System
Delivera bles.
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5.2 Manner of Payment. Upon completion of each milestone identified in the
Project Milestone and Payment Schedule, Exhibit F, Tiburon will notify the City and request
payment for the Products and Services related to the milestone in accordance with the
Schedule. Upon receipt of Tiburon’s notification and request for payment, the City will
review the tasks, Products, and Services associated with the milestone. If it appears to the
City from the then available information that the tasks, Products, and Services comply with
the terms and conditions of this Agreement, the City will provide written authorization for
Tiburon to invoice the City for the Products and Services related to the milestone.
Authorization to invoice does not constitute a waiver of the City’s right to reject the System,
in whole or in part, if the requirements for Final System Acceptance are not met.
The City will pay all undisputed invoices within thirty (30) days of receipt. Payment
will be made by an electronic funds transfer to Tiburon’s account specified in writing, or by a
check made payable to “Tiburon, Inc.” and delivered to 39350 Civic Center Drive, Suite 100,
Fremont, California 94538, or by any other means mutually acceptable to the parties.
5.3 Retainaqe. The City will withhold payment of twenty-five percent (25%) of
each invoice amount (“Retainage”). Within forty-five (45) days after Final System
Acceptance, the City will pay the accumulated Retainage amount.
5.4 Audit. During the term for this Agreement and for a period of one (1) year after
termination or expiration of this Agreement for any reason, the City has the right to audit,
either itself or through a third party, the books and records (including but not limited to the
technical records) of Tiburon to ensure Tiburon’s compliance with the terms and conditions
of this Agreement. The scope of the audit will be reasonably tailored to the circumstances
requiring the audit, will be conducted during Tiburon’s normal business hours, and will not
unreasonably disrupt or interfere with Tiburon’s normal business operations.
5.5 Cancellation of Subsystems. Components, and Interfaces. The City may
cancel the purchase of any subsystem, component, or interface for any reason prior to its
installation by providing written notice to Tiburon. In the event of cancellation, the fees
specified in Section 5.1 above and in the Project Milestone and Payment Schedule will be
adjusted to give the City full credit for the full price of the subsystem, component, or
interface, including any related Products and Services.
5.6 Optional Police Records Management System. For the eighteen (18) month
period of this agreement, the City has the option to purchase from Tiburon the following
Police Records Management System (RMS) components for the following license fees:
- a. Police RMS/Tl Nucleus - b. Police RMS/Ti Case Management - c. Police RMS/Ti Crime Analysis - d. Police RMS/Ti Crime Watch
e. Police RMS/Ti False Alarm System < Police RMS/Ti Inventory a Police RMS/Ti Licenses and Permits - h. Police RMS/Ti NIBRS (cannot be run concurrently with UCR)
$35,625
$ 2,100
$ 3,600
$ 900
$ 1,650
$2,100
$ 1,050
$6,900
Paae 9 of 33 Final 08/25/03 13
i. Police RMS/Ti Officer Activity
Police RMS/Ti Personnel and Training - k. Police RMS/Ti Special Intelligence - I. Police RMSni Traffic Management - m. Police RMS/Ti UCR - n. Police RMS/Ti Warrants
$ 1,050
$ 3,150
$ 1,200
$1,650
$ 3,450
$2,400
These license fees include a 25% discount, but do not include fees for project management
and related implementation services. For a one-year period after the eighteen (1 8) month
option period has expired, Tiburon will extend to the City the same pricing for these products
and project management and related implementation services that it would extend to any
other Tiburon client of comparable size and configuration purchasing those products.
5.7 Other Optional Products and Services. During implementation of CAD, MDS,
MS, MMS or AVL, the City has the option to purchase from Tiburon the additional Products
and Services related to those Major Subsystems referenced in the Statement of Work,
Exhibit A. The pricing for those additional Products and Services shall be as shown in
Exhibit 6, Pricing and Deliverables.
6.0 Term of Agreement
The term of this Agreement is eighteen (1 8) months from the Effective Date listed in
the introductory paragraph, subject to the annual appropriation of funds by the City Council.
If the City’s needs require it and the City Manager finds that Tiburon has been satisfactorily
performing its obligations under this Agreement, the City Manager may extend the term of
this Agreement for up to six (6) additional months. If the City exercises the option to
purchase the RMS subsystem, the City Manager may extend this Agreement for up to
eighteen (18) months following the date the option is exercised. An extension is subject to
the annual appropriation of funds by the City Council and must be contained in a writing
signed by the parties indicating both the effective date and the length.
I
7.0 Personnel
7.1 Tiburon’s Project Manaqer. [To be assigned - Western Region Project
Manager] will be Tiburon’s Project Manager and Diva Cebellos - Western Region
Operations Manager will be Tiburon’s back-up Project Manager for the Project. In addition
to the specific duties identified in the Statement of Work contained in Exhibit A, the general
duties of Tiburon’s Project Manager include, but are not limited to: (a) functioning as a
coordinator between Tiburon’s staff and the City’s staff; (b) coordinating the deployment of
Tiburon’s resources; (c) working with the City’s Project Manager to plan all Project activities
and tasks; (d) meeting on-site with the City’s Project Manager as frequently as deemed
necessary by the City, at no additional cost to the City, to report on the Project’s status and
resolve outstanding issues; (e) preparing monthly status reports and submitting each status
report no later than five (5) business days prior to the next scheduled monthly meeting; (f)
ensuring Tiburon’s tasks identified in the Statement of Work are performed in accordance
Paae 10 of 33 Final 08/25/03
with the Project Schedule; (9) acting as Tiburon’s point of contact for all matters relating to
the Project and this Agreement; (h) facilitating meetings between the City and Tiburon’s
executives, when scheduled or requested; (i) ensuring the City’s Project Manager or
designee receive necessary information through regular and called meetings, written
documentation, and formal and informal communications; (j) ensuring only competent,
qualified experts from Tiburon and Tiburon’s subcontractors are utilized on this Project; (k)
responding in writing to any written request from the City within five (5) business days from
the date of request; and (I) promptly responding when contacted by the City’s Project
Manager.
In each monthly status report, Tiburon’s Project Manager shall identify and document
any milestones missed, late deliverables, and any impediments that Tiburon may detect that
will/may interfere with the successful completion of this Project or the completion of this
Project in the amount of time allocated by this Agreement.
7.2 Citv’s Proiect Manager. The Police Department’s Senior Systems
Administrator will be the City’s Project Manager for the Project. In addition to the specific
duties identified in the Statement of Work contained in Exhibit A, the general duties of the
City’s Project Manager are: (a) coordinating the assignment of City resources necessary to
fulfill the City’s obligations under this Agreement; (b) acting as the City’s point of contact for
all matters relating to the Project and this Agreement; and (c) responding in writing to any
written request from Tiburon within five (5) business days from the date of the request.
7.3 Tiburon’s Kev Personnel. If, at any time during the term of this Agreement,
Tiburon is required to change the Project Manager for any reason, Tiburon will replace the
previous Project Manager with a new Project Manager, acceptable to the City, within twenty
(20) business days. In addition, Tiburon’s Vice PresidenWestern Division Manager (or a
person of equivalent or greater position within Tiburon) and the new Project Manager will
meet on-site with the City, at no additional charge to the City, within five (5) business days
of the change to develop a plan for acclimating the new Project Manager and ensuring the
Project continues on schedule. Until the new Project Manager has been identified and is
fully acclimated to the Project, Tiburon’s Regional Operations Manager will assume the
Project Manager’s responsibilities under this Agreement. A change in Project Manager will
not be grounds for change in the terms of this Agreement or the deadlines contained in the
Project Schedule (Exhibit C).
7.4 Subcontractinq. Tiburon may not subcontract any of its obligations under this
Agreement without the prior written consent of the City. If Tiburon is permitted to
subcontract any of its obligations under this Agreement, the City must be named as the third
party beneficiary of the subcontract. In addition, Tiburon will be the prime contractor and will
remain fully responsible for the performance of all obligations under this Agreement.
Tiburon will also be fully responsible to the City for the acts and omissions of any
subcontractor and any persons directly or indirectly employed by the subcontractor to the
same extent Tiburon would be responsible for the acts or omissions of its own agents or
employees. Nothing in this Agreement creates any contractual obligations by the City to
any subcontractor( s).
Paae 11 of 33 Final 08/25/03
Subject to the requirements of this Section, the City consents to Tiburon’s use of Day
Wireless Systems, 7323 Engineer Road, Suite B, San Diego, CA 921 11, to perform the
installation services in the mobile units and the installation of the rooftop antennae.
7.5 Independent Contractor Status. The parties agree that, in the performance of
this Agreement, Tiburon is acting as an independent contractor. Personnel supplied by
Tiburon to perform Tiburon’s obligations under this Agreement are not the City’s personnel
or agents and Tiburon assumes full responsibility for their actions. Tiburon is solely
responsible for paying the compensation of any personnel supplied by Tiburon to perform
Tiburon’s obligations under this Agreement. The City is not responsible for providing
workers’ compensation, disability benefits, unemployment insurance or any fringe benefits
to these individuals, or for withholding incomes taxes or social security for these individuals.
Tiburon agrees to indemnify, defend, and hold the City harmless for any tax,
retirement contribution, social security withholding, overtime payment, unemployment
payment, or workers’ compensation payment that the City may be required to make on
behalf of Tiburon or any employee or subcontractor of Tiburon for work done under this
Agreement. At the City’s election, the indemnification amount may be deducted from any
balance owing by the City to Tiburon.
7.6 Compliance with Work Rules. Tiburon will ensure that, while they are on City
premises, Tiburon’s personnel and subcontractors will comply with the City’s working rules
and policies, including the City’s security procedures.
7.7 Backqround Checks and Removal of Personnel. Prior to being allowed to
perform any work on this Project, all non-City personnel assigned to the Project must submit
to and pass a background check by the Police Department. In addition, if, at any time, the
City determines an individual is not able to effectively perform the services required by this
Agreement, the City will notify and discuss the matter with Tiburon in an attempt to reach a
mutual resolution. However, at the City’s request, Tiburon will immediately remove the
individual from the Project.
8.0 Site Preparation and Access
8.1 Site Preparation Plan. The purpose of the Site Preparation Plan is to identify
any and all costs the City may incur as a prerequisite to the installation of the System
purchased under this Agreement. While developing the Site Preparation Plan, Tiburon
warrants that it has surveyed and carefully examined the City’s pre-existing computer
equipment, potential installation sites, representative police vehicles, buildings, and all
interface requirements to third-party equipment and/or entities. Tiburon warrants that it has
identified any and all costs, deficiencies, problems andlor other replacement requirements
that may be reasonably required for the proper installation, operation, and maintenance of
the System. These requirements are detailed in the Site Preparation Plan contained in
Exhibit G.
8.2, Access to Premises. The City will provide Tiburon with reasonable and timely
access to the sites and personnel necessary for Tiburon to perform its obligations under this
Agreement. The assistance or presence of the City’s personnel will not relieve Tiburon of its
16 Paae 12 of 33 Final 08/25/03
responsibilities under this Agreement, including the responsibility to commit sufficient
Tiburon personnel to successfully perform its tasks under this Agreement.
9.0 Modifications to Preexisting Equipment and Facilities and Acquisition of
Products
9.1 Modifications to Pre-existing Equipment and Facilities. The City will be
responsible for making the modifications identified in the Site Preparation Plan and the
Project Schedule will include, based on input from the City, reasonable time for the City to
do so. Once the City makes all of the identified modifications, Tiburon will be precluded from
asserting that it is unable to perform its obligations under this Agreement because of any
pre-existing condition. During implementation, any changes to the System or any costs that
may be incurred in order to complete the requirements of this Agreement but were not
identified in the Site Preparation Plan will be the sole and exclusive responsibility of Tiburon.
In addition, if the System is unable to meet the Functional, Performance and
Reliability Specifications and Requirements, including System response times, after the
identified upgrades and changes have been made, then Tiburon will be responsible, at its
own expense, for making any further upgrades or changes necessary to achieve this result.
9.2. Acquisition of Products. Exhibit B contains the list of Hardware, Third-party
Software, and equipment to be purchased under the terms of this Agreement for the proper
installation, operation and maintenance of the System without any Custornization
Modifications. Products to be purchased under this Agreement will not be ordered by
Tiburon until the City issues a written notice to proceed with the acquisition. Products will
be ordered only for the major subsystem currently scheduled for installation. If any
Hardware, Software or equipment (1) is missing from the acquisition list and is required for
the System to meet the Functional, Performance and Reliability Specifications and
Requirements; or (2) is incompatible or otherwise unsuited for use by the City for the City’s
intended applications, then the Hardware, Software, or equipment will be added or replaced,
as applicable, by Tiburon at no additional charge to the City.
10.0 Training Plan and Training Materials
10.1 Training Plan. As specified in Exhibit “A,” Statement of Work, a customized
Training Plan for user and administrator training will be developed by Tiburon for the City.
The City may add to or deduct from the total amount of training time to be provided under
the Plan by giving Tiburon written notice no later than sixty (60) days prior to the affected
training date. The City will receive a one hundred percent (1 00%) fee credit for training not
provided or otherwise cancelled by the City. Only the best qualified Tiburon employees or
approved subcontractors will perform the training for this Project. If, within fifteen (15) days
of a training session, the City determines the training session has not been effective, and
Tiburon cannot demonstrate the ineffectiveness was due to factors within the City’s sole
control, then Tiburon will provide additional training at no cost to the City, not to exceed a
total of 100% of the training time budgeted per class type. All training shall be scheduled at
the sole and exclusive direction of the City. Tiburon will not schedule training of any single
session concurrently or immediately following any other session without the express written
permission of the City.
Paae 13 of 33 I? Final 08/25/03
10.2 Training Materials. Tiburon will provide one (1) complete set of printed training
materials for the user and administrator training, including lesson plans for the courses, in
the form of reproducible black and white masters as well as in electronic format using
Microsoft Word 97 or a higher version. City will have the right to duplicate the training
materials for the sole and exclusive use of the City.
11 .O Changes in Work
If, in the course of the Agreement, changes to the Project are proposed by Tiburon or
the City, and informal consultation with the other party indicates that a change in the terms
and conditions of the Agreement may be warranted, Tiburon or the City may request a
change in the Agreement. The changes must be processed in the following manner:
Tiburon will forward a letter outlining the proposed changes, including any changes in the
fees, the Statement of Work, the Project Schedule, or related document, to the City. City
staff will prepare an Amendment to the Agreement and submit it for approval according to
the procedures described in Carlsbad Municipal Code section 3.28.080. Any Amendment to
this Agreement will not render ineffective or invalidate any unaffected portions of this
Agreement.
The Police Chief may approve scheduling and similar administrative changes,
provided these changes do not affect the compensation, term, or substantive provisions of
the Agreement. The City Manager may approve changes to the term of the Agreement as
provided in Section 6.0, “Term of Agreement,” above. The City Manager may approve
changes in compensation up to One Hundred Thousand Dollars ($100,000) and may
exercise the option to purchase the RMS subsystem and the other optional products and
services identified in Exhibit B, Pricing and Deliverables, if the purchase is included in the
City’s Operating Budget. All other changes to this Agreement must be approved by the City
Council.
12.0 Completion Dates and Deadline for Productive Use
12.1 Time is of the Essence. The parties acknowledge and agree that time is of the
essence in completing the Project. The term of this Agreement may not be extended
except as provided in Section 11, “Changes in Work,” above.
12.2 Deadline for Productive Use. The System must be in full productive use and
Final System Acceptance must occur in accordance with the Project Schedule.
12.3 Force Majeure. Neither party will be liable for any failure or delay in the
performance of its obligations under this Agreement (and the failure or delay will not be
deemed a default of this Agreement or grounds for termination) if both of the following
conditions are satisfied: (I) the failure or delay could not have been prevented by
reasonable precautions, and cannot reasonably be circumvented by the non-performing
party through the use of alternate sources, work-around plans, or other means; and (2) the
failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane,
elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or
revolutions, court order, or other circumstances beyond the non-performing party’s control
(excluding acts or omissions of the non-performing party’s vendors or subcontractors).
Paae 14 of 33 Final 08/25/03
Upon the occurrence of an event which satisfies both of the above conditions (a
"Force Majeure Event"), the non-performing party will be excused from any further
performance of those obligations under this Agreement affected by the Force Majeure Event
for as long as (a) the Force Majeure Event continues; and (b) the non-performing party
continues to use commercially reasonable efforts to recommence performance whenever
and to whatever extent possible without delay.
Upon the occurrence of a Force Majeure Event, the non-performing party will
immediately notify the other party by telephone (to be confirmed by written notice within two
(2) days of the failure or delay) of the occurrence of a Force Majeure Event and will describe
in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event
prevents Tiburon from performing its obligations for more than thirty (30) days, the City may
terminate this Agreement without further obligation to Tiburon.
Labor shortages, strikes, slow-downs, walkouts, lockouts, industrial disturbances,
and other labor disputes do not constitute "Force Majeure Events" and are not excused
under this provision.
13.0 System Acceptance
13.1 Test Plan. During the Business Practice Review, the parties will prepare a
draft Test Plan customized for the City, which will include testing criteria for each major
subsystem and the System as a whole. The City will finalize the Test Plan for each major
subsystem at least thirty (30) days prior to the functional test for the major subsystem.
Upon completion of the performance test, the City, working with Tiburon, will update the
Test Plan based on the results of the functional, performance, and integration tests. The
Test Plan shall supplement and not conflict with the terms of the Agreement. Tiburon
agrees to comply with all requirements of the Test Plan.
The purpose of the activities outlined in the Test Plan is to clearly and conclusively
demonstrate that the System and each of the major subsystems and their related
components and interfaces meet all of the requirements of this Agreement, including all
Functional, Performance and Reliability Specifications and Requirements, and are free from
any and all System, Hardware or Software Defects.
13.2 Preliminam Test of Maior Subsvstems, Components, and Interfaces. At the
time indicated in the Project Schedule (Exhibit C), Tiburon will certify in writing that each
major subsystem and its related components and interfaces are ready for end-user testing.
This certification will indicate that Tiburon has performed its own functional, system
integration, and performance testing and that the major subsystem and its related
components and interfaces are free of known System, Hardware and/or Software Defects
and are ready to be tested by the City.
The preliminary test period for each major subsystem and its related components and
interfaces will run for at least thirty (30) days in a live environment. The purpose of the
preliminary test is to identify System, Hardware and/or Software Defects and to test each
major subsystem's functionality and performance to determine whether that subsystem
Paae 15 of 33 i4 Final 08/25/03
meets or exceeds the requirements of this Agreement. Upon mutual agreement, two or
more of the preliminary test periods may run concurrently.
During the preliminary test period, the City will provide Tiburon with written notice of
any System, Hardware andlor Software Defects. Upon receiving the notice, Tiburon will:
(1) act diligently and continuously to correct the identified Defect within the time period
specified in the notice, and (2) immediately upon completing the correction, provide the City
with written certification that the identified Defect has been corrected. While the identified
Defect is being corrected, the City, at its election, may continue to test and use the major
subsystem.
Upon the City’s receipt of the certification of correction, the preliminary testing period
will resume. The testing, correction, and retesting process will continue until all identified
Defects are corrected. However, the City is not obligated to allow Tiburon to commence
curative action with respect to any given Defect more than once. In the event the City
determines the number or extent of the Defects to be significant, the City may initiate
additional tests the City deems necessary in order to fully determine the extent of the
problems and whether the curative action by Tiburon has resulted in a successful repair.
Tiburon will provide the necessary on-site support required by the City during the testing
process at no additional cost to the City.
13.3 Final Svstem Test. Upon successful completion of the preliminary tests
described in Section 13.2 above, and upon completion of all tasks identified in this
Agreement, including all geofile related tasks and user and system administrator training, a
mutually agreed to “go-live” date for the entire System will be determined. On that date, the
City will begin a sixty (60) day Final System Test period. The purpose of the Final System
Test is to verify that all System, Hardware and Software Defects have been successfully
repaired and all requirements of this Agreement have been successfully completed by
Tiburon.
During the Final System Test period, the City will provide Tiburon with written notice
of any Defect identified by the City. Upon receiving the notice, Tiburon will: (1) review the
notice and determine a mutually agreeable timeframe for correction; (2) act diligently and
continuously to correct the identified Defect within the time frame specified; and (3)
immediately upon completing the correction give the City written certification that the Defect
has been corrected. While the Defect is being corrected, the City, at its election, may
continue to use the System in a live, operational environment.
Upon the City’s receipt of the certification of correction, the Final System Test period
will resume. The testing, correction, and retesting process will continue until all identified
Defects are corrected. However, the City is not obligated to allow Tiburon to restart the Final
System Test period more than twice. In the event the City determines the number or extent
of the Defects to be significant, the City may initiate additional tests the City deems
necessary in order to fully determine the extent of the problems. Tiburon will provide the
necessary on-site support required by the City during the testing process at no additional
cost to the City. The Final System Test will not be considered successfully completed
unless, during the last thirty (30) days of the test period, the System runs continuously
Paae 16 of 33 Final 08/25/03 $*
without any Priority One or Priority Two Failures and with an Uptime Standard of ninety-nine
point ninety-five percent (99.95%).
13.4 Effect on Proiect Schedule. The time periods set forth in this Section will not
excuse Tiburon from complying with the completion dates set forth in the Project Schedule.
Unless otherwise specified, the completion dates set forth in the Project Schedule constitute
the dates by which Tiburon must complete the testing required by this Agreement and
achieve Final Acceptance of the System installed.
13.5 Failure to Successfully Complete Testinq. If Tiburon fails to successfully
complete a preliminary test, successfully complete the Final System Test, or achieve Final
System Acceptance on the date identified in the Project Schedule (Exhibit C), the City may
elect to do one or more of the following, in addition to pursuing any other remedies provided
by this Agreement or applicable law:
(a) Require Tiburon to prepare and submit a plan to correct any
deficiencies within a specified period of time, which plan may be accepted or rejected by the
City. If the plan is rejected by the City, the City may proceed with termination of this
Agreement per Section 18.
(b) Terminate the Agreement in accordance with Section 18.
13.6 Final Svstem Acceptance. Once the Final System Acceptance Test has been
successfully completed and the City has determined that all terms and conditions of this
Agreement, including the requirements for Final System Acceptance, have been
successfully completed, the City will execute and provide Tiburon with a Final Acceptance
Document.
14.0 Warranties
14.1 Authoritv to Enter Contract. Tiburon warrants that: (a) it is a corporation duly
incorporated, validly existing, and in good standing under the laws of the state of Virginia
and is qualified to do business in the state of California; (b) it has the requisite corporate
power and authority to execute, deliver and performs its obligations under this Agreement;
and (c) the execution, delivery, and performance of this Agreement have been duly
authorized by Tiburon.
14.2 System Warranties. Tiburon warrants that the System will meet the functional,
performance, and reliability requirements as defined in this Agreement. The System
Software and each of its subsystems, components and interfaces will be capable of
operating fully and correctly in conjunction with the System Hardware. Ti buron warrants
that for the Warranty Period and for as long as there is a Maintenance and Support
Agreement in effect between the parties, the System will be free from Defects in material
and workmanship and remain in good working order. In the event the System does not
meet these warranties, Tiburon will provide, at no charge, the necessary software,
hardware, or services required to attain the levels or standards contained in these
warranties.
Paae 17 of 33 $1 Final 08/25/03
14.3 Hardware Warranties. Tiburon warrants that, at the time of delivery, the
Hardware will be new and unused. In addition, Tiburon warrants that City will acquire good
and clear title to the Hardware, free and clear of all liens and encumbrances. Tiburon
further warrants that the Hardware will be free from Defects in materials and workmanship
and it will remain in good working order during the Warranty Period . The City’s remedy in
the event of a Defect is adjustment, repair, or replacement of the Hardware at Tiburon’s
expense.
14.4. Software Warranties. Tiburon warrants that it owns or otherwise has the right
to license the Software to the City and that it possesses all rights and interests in the
Software necessary to enter into this Agreement. In addition, Tiburon warrants that:
(a) The Software is free of known viruses, worms and Trojan horses, and
any code designed to disable the Software because of the passage of time, alleged failure
to make payments due, or otherwise (except for documented security measures such as
password expiration functions);
(b) During the Warranty Period and for as long as there is a Maintenance
and Support Agreement between the parties, the Software will be free of Defects;
(c) The Software will:
(1 ) store all date-related information and process all data interfaces
involving dates in a manner that unambiguously identifies the century, for all date values
before, during and after the Year 2000;
(2) calculate, sort, report and otherwise operate correctly and in a
consistent manner for all date information processed by the Software, whether before,
during or after the Year 2000;
(3) calculate, sort, report and otherwise operate correctly, in a
consistent manner and without interruption regardless of whether the date on which the
Software is operated or executed is before, during or after the Year 2000;
(4) report and display all dates with a four-digit date so that the
century is unambiguously identified; and
(5) handle all leap years correctly;
(d) The baseline Software without Tailoring Modifications or Customization
Modifications is and will be general release versions that have been fully tested at Tiburon’s
site in accordance with best industry practices, and are not beta or pre-release versions
(unless agreed to by the City); and
(e) The Tailoring Modifications or Customization Modifications have been
fully tested in accordance with best industry practices.
Paae I8 of 33 ,3& Final 08/25/03
Tiburon further agrees that during the Warranty Period and as long as there is a
Maintenance Agreement between the parties, Tiburon will provide the City with any Updates
to the Tiburon Application Software and related Documentation per Tiburon’s Version
Management Program (as described in the Maintenance and Support Agreement attached
as Exhibit H at no additional charge.
14.5 Work Qualitv Warrantv. Tiburon warrants that all work performed by Tiburon
andlor its subcontractors under this Agreement will conform to best industry practices and
will be performed in a professional and workmanlike manner by staff with the necessary
skills, experience and knowledge to do so.
14.6 Response Time and Capacitv Warranties. Tiburon warrants that, for the
Warranty Period , the System will meet the computer response time and capacity
specifications set forth in Exhibit 1.
14.7 Reaulatorv Warrantv. Tiburon warrants that, for the Warranty Period and for
as long as there is a Maintenance and Support Agreement between the parties, the System
will comply with all Federal and State laws, regulations, and standard law enforcement and
fire and rescue services protocols. If the Software requires updating due to a change in a
Federal or State law, or regulation, affecting the City, Tiburon will provide these changes per
a mutually agreed to schedule at no additional charge to the City. Notwithstanding this
provision, in no event shall Tiburon provide said update later than the date required by the
Federal or State law or regulation affecting the City.
14.8 Documentation Warrantv. Tiburon warrants that, for the Warranty Period and
for as long as there is a Maintenance and Support Agreement between the parties, the
Documentation for Tiburon Application Software will be complete and accurate in all
material respects. The Documentation will be revised to reflect all Updates, Tailoring
Modifications, and Customization Modifications provided by Tiburon. All revisions will be of
equal quality to the initial Documentation provided to the City and will be delivered to the
City within thirty (30) days, or such other time period mutually agreed upon, after the
Updates, Tailoring Modifications, or Customization Modifications have been delivered to the
City.
14.9 Reliability Warranty. During the Warranty Period, Tiburon warrants the CAD
subsystem will be fully and properly operational for ninety-nine point nine percent (99.9%) of
the time, during any thirty (30) day period (“Uptime Standard”). The Uptime Standard for the
remainder of the System will be ninety-nine percent (99%).
14.10 Third-Partv Software Warranty. The warranty for Third-party Software will be
as provided in the Third-party Software license agreement.
14.1 1 Service Warranty. During the Warranty Period, Tiburon warrants that it will
remedy any failure, malfunction, Defect or nonconformity in the System, as follows:
14.1 1 .I Priority One Failures. For purposes of this Warranty and the
Final System Test (as defined in Section 13.3), a “Priority One Failure” will have occurred if
Paae 19 of 33 9% Final 08/25/03
the City has essentially no effective use of the System or a major subsystem and no
workaround acceptable to the City is available in the System.
Tiburon agrees that it will respond with as many qualified and knowledgeable
representatives as necessary within thirty (30) minutes after notification by the City, to
remedy a Priority One Failure. The representatives will furnish uninterrupted, continuous
efforts to remedy the Priority One Failure on an emergency basis. During this time,
Tiburon’s representatives will provide a status report to the City’s Project Manager every two
(2) hours until the Priority One Failure is remedied. If the Priority One failure is not
remedied within eight (8) hours of its initial report, Tiburon’s Vice PresidentAiVestern Division
Manager will contact the City’s Police Chief (or a designee) and report on what efforts are
being taken to resolve the Priority One Failure and an expected time frame for correcting the
Priority One Failure. If the Priority One Failure is not remedied within twenty-four (24) hours
of its initial report, Tiburon will take all measures necessary to restore the System or the
major subsystem to operation, including sending technical support personnel to the City’s
installation site(s) immediately and by the most expeditious route, delivering temporary
systems or components to replace malfunctioning systems or components, and any other
actions the City determines to be necessary to return the System or a major subsystem to
service.
14.11.2 Priority Two Failures. For purposes of this Warranty and the
Final System Test (as defined in Section 13.3), a “Priority Two Failure” will have occurred if
the City has no effective use of the System or a major subsystem, but a workaround for the
problem acceptable to the City is available in the System.
Tiburon agrees to respond to any request for service for a Priority Two Failure
as soon as reasonably possible, but no later than one (I) hour after receipt of notification
and request by the City. Tiburon agrees that it will provide a response by qualified and
knowledgeable representative(s) and that the representative(s) will furnish uninterrupted,
continuous efforts to remedy the Priority Two Failure within forty-eight (48) hours. If
resolution requires more than twenty-four (24) hours, Tiburon’s representatives will provide
a status report to the City’s Project Manager every (8) hours. If the Priority Two Failure is
not remedied within forty-eight (48) hours of its initial report, Tiburon’s Vice
PresidentNVestern Division Manager will contact the City’s Police Chief (or a designee) and
report on what efforts are being taken to resolve the Priority Two Failure and an expected
time frame for correcting the Priority Two Failure. If the Priority Two Failure is not remedied
within seventy-two (72) hours of its initial report, Tiburon will take all measures necessary to
restore the System or the major subsystem to operation, including sending technical support
personnel to the City’s installation site(s) immediately and by the most expeditious route,
delivering temporary systems or components to replace malfunctioning systems or
components, and any other actions the City determines to be necessary to return the
System or the major subsystem to service.
14.1 1.3 Priority Three Failures. For purposes of this Agreement, a
“Priority Three Failure” will have occurred if a key function or operation of the System or a
major subsystem is substantially impaired, but the Client still has effective use of the System
Paae 20 of 33 34 Final 08/25/03
or the major subsystem. The impact of the Failure on the Client’s safety services operations
is moderate.
Tiburon agrees to respond to any request for service for a Priority Three
Failure as soon as reasonably possible, but no later than eight (8) business hours after
receipt of notification and request by the Client. Tiburon agrees that it will respond with
sufficient qualified and knowledgeable representative(s) to remedy the Priority Three Failure
within five (5) business days. If the Priority Three Failure is not resolved within this time
period, Tiburon’s representative(s) will provide daily status reports to the Client’s Technical
Coordinator. If the Priority Three Failure is not resolved within ten (IO) business days of its
initial report, Tiburon’s Vice PresidentNVestern Division Manager (or their management
designee) will contact the Client’s Police Chief (or a designee) and report on what efforts are
being taken to resolve the Priority Three Failure and an expected time frame for resolution.
Priority Three Failures are handled during business hours.
14.1 I .4 Priority four failures. For purposes of this Agreement, a
“Priority Four Failure” is a malfunction, Defect, or nonconformity other than a Priority One,
Priority Two, or Priority Three Failure. It also includes purely informational and educational
issues. Tiburon agrees to respond to any request for service for a Priority Four Failure as
soon as reasonably possible. For those Priority Four Failures that do require a change/fix to
the Tiburon software, Tiburon agrees to respond no later than the first new release,
following the next scheduled release of applicable product(s).
14.1 1.5 Determination of Priority. When a failure occurs, the City will
have the sole discretion to determine the priority level of failure. In addition, the City will
have the sole discretion to require the priority level of a failure to be increased or permit the
priority level of a failure to be reduced.
14.1 1.6 Cumulative Failures. Cumulative, contemporaneous failures,
regardless of their individual priorities, will be regarded as a Priority One failure if, in the
City’s determination, they result in the City have essentially no effective use of the System
or a major subsystem.
14.1 1.7 Permanent Cure. If the City accepts a workaround or other
temporary cure as the remedy for any reported failure, Tiburon shall provide a permanent
correction or cure within one hundred eighty days (180) days after the permanent cure
becomes available, or with the next scheduled release of fixes after the permanent cure
becomes available, whichever is sooner.
14.12 Limited Warranty. THE WARRANTIES IN THIS AGREEMENT ARE GIVEN
IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Paae 21 of 33 a5 Final 08/25/03
15.0 Regeneration of Lost or Damaged Data
If any City data is lost or damaged as the result of any work performed by Tiburon or
its employees, agents, representatives or subcontractors, Tiburon will, at its own expense
and to the extent possible, promptly replace or regenerate the data from the City’s machine-
readable supporting material, or obtain, at its own expense, a new machine-readable copy
of the lost or damaged data from the City’s data sources. Tiburon will not be responsible for
any expenses that are the result of the City’s failure to maintain backup data in accordance
with generally accepted information technology practices.
16.0 Transfer of Title and Risk of Loss
Title and ownership of the Hardware will remain vested in Tiburon and Tiburon will
bear any risk of loss to the Hardware until the Hardware is delivered to the City and Tiburon
installs and tests it, at which time Tiburon will execute and deliver a bill of sale for the
Hardware. For purposes of this Section only, the term “tests” means Tiburon has
demonstrated to the City’s Project Manager or a designee that each server is able to log on
to Tiburon applications and each workstation is able to log on to the Windows screen.
Passage of title and ownership of the Hardware does not constitute “acceptance” of any
task, Products, or Services nor does it constitute a waiver of the City’s right to reject the
System, in whole or in part, if the requirements for Final System Acceptance are not met.
17.0 Dispute Resolution
If a dispute should arise regarding the performance of the Services under this
Agreement, the following procedure will be used to resolve any questions of fact or
interpretation. First, the parties will each reduce the dispute and their respective views to
writing. Each party will then forward a copy of its writing to the other along with a proposed
resolution of benefit to both parties. Within ten (1 0) business days, each party will reply to
the other, commenting on the proposed resolutions and offering additional suggestions for
resolution, if appropriate and applicable. If this process does not result in a mutually
agreeable resolution, the writings and replies will be forwarded to the City Manager for
resolution. The City Manager will consider the facts and resolutions proposed by each party
and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be the City’s final position on the matter. Nothing in this procedure prohibits
the parties from seeking remedies available to them at law.
18.0 Termination of Agreement
18.1 Termination Without Cause. The City may terminate this Agreement for any
reason or no reason by giving thirty (30) days written notice to Tiburon. As soon as practical
after receipt of a notice of termination without cause, Tiburon must submit a statement to the
City showing in detail the products provided and services performed under this Agreement
to the date of termination. The City will pay Tiburon all undisputed fees due and owing as of
the date of termination (including any accrued Retainage), provided that Tiburon delivers to
the City all work completed as of the termination date and provided further that the City will
not be required to pay for defective work. In no event will Tiburon be entitled to profit on
unperformed services due to an early termination or adjustment of the scope of work.
Paae 22 of 33 Final 08/25/03
18.2 Termination for Default.
18.2.1 By Either Pady. Either party may terminate this Agreement by giving
written notice to the other party upon the occurrence of one or more of the following events,
each of which is an Event of Default:
(a) The other party violates or fails to perform any covenant,
provision, obligation, term or condition contained in this Agreement. However, unless
otherwise provided in this Agreement, the default will not be cause for termination if both of
the following are satisfied: (1) the default is reasonably susceptible to cure; and (2) the
other party cures the default within thirty (30) days of receipt of written notice of default or
presents a plan to cure acceptable to the City; or
(b) The other party attempts to assign, terminate, or cancel this
Agreement contrary to the terms of this Agreement; or
(c) The other party takes or fails to take any action which constitutes
grounds for termination under the terms of this Agreement, including but not limited to failure
to comply with the insurance requirements contained Section 21 .O; or
(d) The other party ceases to do business as a going concern,
makes an assignment for the benefit of creditors, admits in writing its inability to pay debts
as they become due, files a petition in bankruptcy, or has an involuntary bankruptcy petition
filed against it (except in connection with a reorganization under which the business of the
party is continued and performance of all of its obligations under this Agreement will
continue), or if a receiver, trustee, or liquidator is appointed for it or any substantial part of
the party’s assets or properties.
18.2.2 By the City. In addition to the above grounds, the City may terminate
this Agreement upon the occurrence of the following events, each of which is also an Event
of Default:
(a) The System is unable to meet the Functional, Performance and
Reliability Specifications and Requirements and this inability is not cured or Tiburon has not
presented a plan to cure acceptable to the City within thirty (30) days after the City gives
Tiburon written notice of it;
(b) Tiburon fails to complete a particular task or deliver a particular
subsystem, component, or interface by the completion date specified in the Project
Schedule or in a plan to cure which has been accepted by the City;
(c) within the time period specified in the notice.
Tiburon fails to correct all problems identified in a Defect notice
18.2.3 By Tiburon. Tiburon may terminate this Agreement by giving written
notice to the City if: (a) the City fails to pay any undisputed invoice due under this
Agreement; and (b) the failure to pay is not cured within sixty (60) days after Tiburon gives
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the City written notice of the failure and of Tiburon’s intention to terminate this Agreement if
the failure is not cured.
The City agrees to provide those services and facilities necessary for the
completion of this Project which are set forth in the Statement of Work. The City
acknowledges that the dates set forth in the Project Schedule for completion of the services
to be provided by Tiburon under this Agreement depend upon the timely fulfillment of the
City responsibilities. Tiburon shall not be responsible for any delays in the Project Schedule
directly and primarily caused by the City’s failure to perform the City responsibilities.
18.3 Suspension of Services. In the event that the City disputes an allegation of
default by Tiburon, notwithstanding anything to the contrary in this Agreement, Tiburon
agrees that it will not terminate this Agreement or suspend or limit the Services or any
warranties or repossess, disable or render unusable any Software supplied by Tiburon,
unless: (a) the parties agree in writing; or (b) an order of a court of competent jurisdiction
determines otherwise.
18.4 Obliaations Upon Expiration or Termination. Upon expiration or termination of
this Agreement, the parties will promptly: (a) return to the other all computer programs,
files, documentation, data, media, related material and any other material and equipment
that is owned by the other. In addition, Tiburon will deliver to the City all work product
currently in existence and for which payment has been made.
18.5 Transition of Services. Upon termination or expiration of this Agreement,
Tiburon will cooperate with the City to assist with the orderly transfer of services, functions,
and operations provided by Tiburon under this Agreement to another provider or to the City
as determined by the City in its sole discretion. Prior to the termination or expiration of this
Agreement, the City may require Tiburon to perform those transition services described
below that the City deems necessary to migrate Tiburon’s work to another provider or to the
City. Transition services may include, but are not limited to the following:
18.5.1 Pre-Migration Services.
(a) Working with the City to jointly develop a mutually agreed upon
Transition Services Plan to facilitate the termination of the services;
(b) Notifying all affected vendors and subcontractors of Tiburon; and
(c) Freezing all non-critical changes to the System.
18.5.2 Migration and Post-Migration.
(a) Performing the Transition Services Plan activities.
(b) Answering questions regarding the services performed by
Tiburon or the System on an as-needed basis;
Paae 24 of 33 28 Final 08/25/03
(c) Providing such other reasonable services needed to effectuate
an orderly transition to a new System.
The City agrees to pay Tiburon for transition services at an hourly rate of $150 per
hour, plus reasonable out-of-pocket expenses not to exceed ten percent (10%) of the cost
of the transition services.
18.6 Other Remedies. Upon termination of this Agreement, each party may seek
all legal and equitable remedies to which it is entitled. The remedies contained in this
Agreement are cumulative to any other available remedies.
19.0 Confidential Information
19.1 Citv Confidential Information. Tiburon will regard all City files and data as the
City’s confidential information. Tiburon will not disclose the City’s confidential information to
any third parties without the written consent of the City.
19.2 Tiburon Confidential Information. The City will regard Tiburon’s files and data,
Tiburon’s Software and Documentation, and any other information or data provided by
Tiburon that is clearly labeled “confidential” or “proprietary” as Tiburon’s confidential
information. The City will not release or provide access to third parties, except the City’s
consultants and contractors working on or with the System who agree to abide by the terms
of this provision, without the prior written consent of Tiburon.
The above obligations do not apply to any information which:
(a) Is already in the public domain at the time of disclosure or later
becomes available to the public without a breach of this Agreement;
(b) Was, as between the City and Tiburon, lawfully in the possession of the
recipient without obligation of confidentiality, prior to receipt under this Agreement;
(c) Is received independently from a third party free to lawfully disclose the
information;
(d) Is the subject of a judicial subpoena or similar process for disclosure in
connection with any action or proceeding, provided that notice of the demand is provided to
allow an opportunity to seek a protective order or other appropriate remedy prior to
disclosure; or
(e) Is independently developed.
19.3 Public Records Act Requests. In the event the City receives a request under
the California Public Records Act for Tiburon’s confidential information, the City will promptly
notify Tiburon. Within five (5) days after receiving the notice, Tiburon will inform the City
whether Tiburon objects to disclosure of the requested information. If Tiburon does not
object to disclosure or if Tiburon fails to respond to the City within five (5) days, the City will
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Final 08/25/03
be relieved of its confidentiality obligation with respect to the requested information and may
release the requested information.
If Tiburon does object to disclosure, then the City will decline to produce the
requested information and Tiburon will indemnify, defend, and hold the City harmless from
and against all claims, damages, costs of litigation and attorney fees arising out of the
declination.
20.0 Faithful PerfonnanceMIarranty Bond
Concurrent with the execution of this Agreement, Tiburon agrees to provide a faithful
performance/warranty bond in a form acceptable to the City Attorney, which will be
incorporated into this Agreement as Exhibit J. The amount of the bond must be for one
hundred percent (I 00%) of the fees to be paid under Section 5.0, “Compensation.” The
bond will extend in full force and effect and be retained by the City for the term of this
Agreement, during the Warranty Period, and until all warranty repairs are completed to the
satisfaction of the City.
The bond must be placed with a surety insurance carrier admitted and authorized to
transact the business of insurance in California and whose assets exceed its liabilities in an
amount equal to or in excess of the amount of the bond. In accordance with California
Code of Civil Procedure section 995.600, the bond is to contain the following documents:
(a) an original or certified copy of the unrevoked appointment, power of attorney, by-laws, or
other instrument entitling or authorizing the person who executed the bond to do so; (b) a
certified copy of the certificate of authority of the insurer issued by the California Insurance
Commissioner; (c) a certificate from the San Diego County Clerk indicating that the insurer’s
authority is not surrendered, revoked, canceled, annulled, or suspended; and (4) copies of
the insurer’s most recent annual statement and quarterly statement filed with the
Department of Insurance.
21 .O Insurance
21 .I General Requirements. Tiburon agrees to obtain and maintain for the duration
of this Agreement insurance against claims for injuries to persons or damage to property
that may arise out of or in connection with the performance of Tiburon’s obligations under
this Agreement by Tiburon or its employees, agents, or subcontractors. If Tiburon
subcontracts any of the services to be performed under this Agreement, then the
subcontractor must obtain and maintain this insurance as well. However, the
subcontractor’s insurance will not relieve Tiburon from meeting the insurance requirements
or from otherwise being responsible for the subcontractor.
21.2 Insurer’s Qualifications. The insurance must be obtained from an insurance
carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best’s Key Rating of not less than “A-:VI’ and will meet
the City’s requirements as stated in City Council Resolution No. 91-403.
Paae 26 of 33 Final 08/25/03
21.3. Coveraaes and Limits. Tiburon will maintain the types of coverages and
minimum limits indicated below, unless a lower amount is approved by the City Attorney or
City Manager:
2 1.3.1 Comprehensive General Liability Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply separately to
the work performed under this Agreement or the general aggregate will be twice the
required per occurrence limit.
21.3.2 Automobile Liability. $1,000,000 combined single-limit per accident for
bodily injury and property damage.
2 I .3.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the Labor Code of the State of California and
Employer's Liability limits of $1,000,000 per accident for bodily injury.
2 I .3.4 Professional Liabilify. Errors and omissions liability appropriate to
Tiburon's profession with limits of not less than $1,000,000 per claim.
21.4 Additional Requirements.
21.4.1 Additional lnsured Endorsement. All of the insurance policies, except
the Workers' Compensation and Professional Liability policies, will name, or be endorsed to
name the City, including its officers, employees, and volunteers, as additional insureds.
21.4.2 Primay Coverage. The insurance policies will be primary to any
insurance policies carried by the City.
21.4.3 Certificates of Insurance. Tiburon will furnish certificates of insurance
for all of the insurance policies to the City before commencement of work.
21.4.4 Occurrence Coverage. All of the insurance policies will provide for
occurrence coverage, except the Professional Liability policy, which will be written as
claims-made coverage.
21.4.5 Continuous Coverage. All of the insurance polices will remain in effect
through the Warranty Period, except the Professional Liability policy, which will remain in
effect for five (5) years following the end of the Warranty Period. In addition, none of the
insurance policies may be canceled or reduced in coverage without thirty (30) days' prior
written notice to the City sent by certified mail.
21.5 Failure to Obtain or Maintain Insurance. If Tiburon fails to obtain or maintain
any of the insurance required by this section, then the City may declare Tiburon in default
and terminate this Agreement without further obligation to Tiburon. Alternatively, at the
City's election, the City may purchase replacement insurance or pay the premiums that are
due on Tiburon's existing policies in order to maintain the required coverage. Tiburon is
responsible for any payments made by the City to obtain or maintain the insurance required
ci! Paae 27 of 33 Final 08/25/03 M'
by this section and the City may collect the premiums from Tiburon or deduct the premium
amounts from any sums due Tiburon under this Agreement.
22.0 Indemnification
22.1 General Obliaation. Tiburon agrees to indemnify, defend and hold the City
and its officers, agents, and employees harmless from and against any and all claims,
losses, damages, obligations, liabilities and expenses (including attorney fees) arising from:
(a) Any infringement of any copyright, trademark, patent, or other
proprietary right, or misappropriation of any trade secrets in connection with any Software,
Documentation, Services or other Products supplied by Tiburon in connection with this
Agreement;
(b) Any act(s) of negligence or willful misconduct by Tiburon or any of its
agents, employees or subcontractors, including, but not limited to, any liability caused by an
accident or other occurrence resulting in bodily injury, death, sickness or disease to any
person(s) or damage or destruction to any property, real or personal; or
(c) The City’s refusal to produce Tiburon’s confidential information
pursuant to a request to review public city records, after receiving a request for the item and
after being instructed by Tiburon not to produce it; or
(d) Any claims by any persons or entities supplying labor or material to
Tiburon in connection with the performance of Tiburon’s obligations under this Agreement.
(e) NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL
TIBURON BE LIABLE FOR ANY LOSS OR DAMAGES RELATED TO THE OPERATION,
DELAY, OR FAILURE OF THE SOFTWARE OR EQUIPMENT PROVIDED BY TIBURON
OR FOR THE ACCURACY OR COMPLETENESS OF DATA, AND UNDER NO
CIRCUMSTANCES SHALL TIBURON BE LIABLE FOR SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES.
22.2 lnfrinaement Claims. Indemnity for infringement claims is contingent upon the
City: (a) giving prompt notice to Tiburon if Tiburon is unaware of the claim; (b) Tiburon
having control over the defense of the claim, with input from the City on all matters affecting
the City; and (c) the City reasonably cooperating in the defense of the claim.
If an infringement claim occurs, Tiburon has thirty (30) days after the receipt of the
City’s written notice of the claim or the date on which Tiburon first becomes aware of the
claim, whichever is sooner, to either: (a) procure for the City the right to continue using the
affected Product, Service, subsystem, component or interface and deliver or provide the
Product, Service, subsystem, component, or interface to the City; or (b) repair or replace the
infringing Product, Service, subsystem, component, or interface so that it becomes
noninfringing, provided the performance of the System or any subsystems, components, or
interfaces is not adversely affected by the replacement or modification. In the event Tiburon
is unable to comply with either subsection (a) or (b) of this paragraph within thirty (30) days,
the City may terminate this Agreement without any further obligation to Tiburon. In the
Paae 28 of 33 42 4 Final 08/25/03
event of termination, in addition to any other legal remedies available to the City, Tiburon
will refund the City within ten (IO) days of the City’s notice of termination, a pro rata portion
of the license fees the City paid to Tiburon for the Product, Service, subsystem, component
or interface. If the inability to comply with either subsection (a) or (b) of this paragraph
causes the System to fail to meet the Functional, Performance and Reliability Specifications
and Requirements or to otherwise become ineffective, Tiburon will refund the City all fees
paid to Tiburon under this Agreement.
23.0 Limits on Liability
Neither party will be liable to the other party for consequential, incidental, or special
damages, lost profits or attorneys’ fees in connection with any matters relating to this
Agreement (except as indicated in Section 22.0, “Indemnification,” and Section 24.0,
“Claims Against City”). Tiburon’s liability to the City whether in tort, contract, or otherwise
shall be limited to the lessor of two (2) times the total value of this Agreement or Ten Million
Dollars ($1 0,000,000).
24.0 Claims Against City
24.1 False Claims. Tiburon acknowledges that if a false claim is submitted to the
City, it may be considered fraud and Tiburon may be subject to criminal prosecution.
Tiburon acknowledges that the False Claims Act, California Government Code sections
12650 et seq., provides for civil penalties where a person knowingly submits a false claim to
a public entity. These provisions include false claims made with deliberate ignorance of the
false information or in reckless disregard of the truth or falsity of information. If the City
seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its
litigation costs, including attorney’s fees. Tiburon acknowledges that the filing of a false
claim may subject Tiburon to an administrative debarment proceeding, which may result in
Tiburon being prevented from acting as a contractor on any public work or improvement for
a period of up to five years. Tiburon acknowledges debarment by another jurisdiction is
grounds for the City of Carlsbad to terminate the Agreement.
24.2 Carlsbad False Claims Ordinance. The provisions of Carlsbad Municipal
Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are
incorporated by reference.
24.3 Government Claims Act Compliance. If any claim or dispute exists under this
Agreement, Tiburon is required to comply with the claim presentation requirements set forth
in the Government Claims Act, Government Code section 900 et seq.
25.0 Compliance with Laws and Ordinances
Tiburon agrees to make itself aware of and comply with all federal, state and local
laws and regulations applicable to the performance of its obligations under this Agreement,
including but not limited to, all applicable federal, state, and local labor and employment
laws and regulations.
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26.0 Covenant Against Contingent Fees
Tiburon warrants that it has not employed or retained any third party, other than a
bona fide employee of Tiburon, to solicit or secure this Agreement. Tiburon further warrants
that it has not paid or agreed to pay a third party, other than a bona fide employee of
Tiburon, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. If these
warranties are breached or violated, the City has the right to annul this Agreement without
liability or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fee, gift,
or contingent fee.
27.0 Conflicts of Interest
The City has determined, using the guidelines of the Political Reform Act and the
City’s Conflict of Interest Code, that Tiburon will not be required to file a conflict of interest
statement as a requirement of this Agreement. However, Tiburon acknowledges that it has
the legal responsibility for complying with the Political Reform Act and nothing in this
Agreement releases Tiburon from this responsibility.
28.0 Notices and Invoices
Any notice, invoice, consent or other communication required or contemplated by this
Agreement must be in writing and delivered in person, by U.S. mail, by overnight courier, by
electronic mail, or by facsimile to the intended recipient at the address and/or number set
forth below:
To Tiburon: To City:
Attn: Contract Administrator Attn: Senior Systems Administrator
Tiburon, Inc. City of Carlsbad
39350 Civic Center Dr., Ste. 100 2560 Orion Way
Fremont, CA 94538 Carlsbad, CA 92008
Phone: (51 0) 792-21 08 Phone: (760) 931-21 76
Fax: (510) 742-1057 Fax: (760) 931-8473
With a copy to:
Attn: Project Manager
[Insert Contact Info]
Notice is effective on the day it is received by the intended recipient, provided that
any notice sent by facsimile or electronic mail is also simultaneously sent by first class mail
deposited with the United States Postal Service or by overnight courier. Each party may
change its address for notification purposes by giving the other party written notice of the
new address and the date upon which the new address is effective.
Paae 30 of 33 * e-/ Final 08/25/03 ./
29.0 Miscellaneous
29.1 No Rights in Third Parties. This Agreement is made for the benefit of the City
and Tiburon and not for the benefit of any third parties.
29.2 Calendar Davs. Unless specifically stated otherwise, all references to days in
this Agreement refers to calendar days rather than business days.
29.3 Headings. The headings used in this Agreement are solely for the
convenience of the parties. They are not part of this Agreement and are not intended to
affect the meaning or interpretation of it.
29.4 Entire Aqreement. This Agreement and the Contract Documents constitute
the entire agreement between the parties with respect to their subject matter and there are
no other representations, understandings, or agreements between the parties regarding
their subject matter. This Agreement supersedes all prior agreements, negotiations,
representations and proposals, written or oral.
29.5 Amendments. No amendment or modification to this Agreement is valid
unless it is contained in a writing signed by both parties.
29.7 Approvals in Writinq. All approvals or consents required or contemplated by
this Agreement must be in writing to be effective.
29.8 Successors and Assiqns. This Agreement is binding on and inures to the
benefit of the parties and their respective successors and assigns.
29.9 Assiqnment. Tiburon may not assign its rights or obligations under this
Agreement without the prior written consent of the City, which shall not be unreasonably
withheld. Any assignment attempted without the written consent of the City will be void. For
purposes of this Agreement, the term “assignment” includes any transfer of rights or
obligations under this Agreement to a successor by merger or consolidation or to any
person or entity that acquires all or substantially all of Tiburon’s capital stock or assets, and
includes Tiburon’s assignment of this Agreement to any person or entity to which Tiburon
transfers any of its rights in the Software.
29.10 Chanqe in Control of Company. In the event of a change in Control of
Tiburon, the City will have the option of terminating this Agreement by written notice to
Tiburon. Tiburon will notify the City within ten (IO) days of the occurrence of a change in
Control. As used in this Section, “Control” means the possession, direct or indirect, of
either:
(a) the ownership or ability to direct the voting of fifty-one percent (51 %) or
more of the equity interests, value, or voting power in Tiburon; or
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I
(b) the power to direct or cause the direction of the management and
policies of Tiburon, whether through ownership of voting securities, by contract, or
otherwise.
29.1 1 Governinq Law, Jurisdiction and Venue. The parties agree that this
Agreement and performance under this Agreement will be governed and construed in
accordance with the laws of the State of California. Any proceedings relating to the subject
matter of this Agreement must be maintained in the California state courts located in San
Diego County, which will have exclusive jurisdiction.
29.12 Waiver. No waiver or breach of any provisions of this Agreement will
constitute a waiver or breach of any other provisions. Failure of either party to enforce any
provision of this Agreement will not be construed as a waiver of the right to do so.
29.13 Severability. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remainder of the Agreement
will not be affected or impaired as a result.
29.14 Publicity. Tiburon agrees not to refer to the existence of this Agreement in any
press release, advertising or materials distributed to prospective customers without the prior
written consent of the City.
29.15 Business License and Permits. Tiburon and any if its subcontractors must
obtain and maintain a City of Carlsbad business license for the duration of this Agreement.
In addition, Tiburon is responsible for obtaining any local, state, and federal permits or
approvals required for it to fulfill its obligations under this Agreement.
29.1 6 Construction of Aqreement. This Agreement has been negotiated at arm’s
length and between persons sophisticated and knowledgeable in business matters and with
the advice of legal counsel. Any rule of law or legal decision which would require
interpretation of this Agreement against the party that drafted it is not applicable and is
expressly waived. .
29.17 Survival of Provisions. All provisions of this Agreement that by their nature
would reasonably be expected to continue after the expiration or termination of this
Agreement will survive the expiration or termination of this Agreement, including, without
limitation, the following Sections and Paragraphs:
3.0
5.5
5.6
7.5
14.0
18.4
18.5
19.0
20.0
22.0
License
Audit
Optional Police Records Management System
Independent Contractor Status
Warranties
Obligations Upon Expiration or Termination
Transition of Services
Confidential Information
Faithful PerformanceNVarranty Bond
I ndem nif ication
Paae 32 of 33 Final 08/25/03 36
23.0 Limits on Liability
24.0 Claims Against City
NOTARIAL ACKNOWLEDGMENT OF EXECUTION BY TIBURON SIGNATORIES MUST
BE ATTACHED
(PLACE CORPORATE
SEAL HERE)
TI BURON: CITY:
By: By:
Mayor
Gary T. Bunyard, President & CEO
ATTEST:
By:
(signa tu re)
W. C. Rock, Secretary LORRAINE M. W@D
City Clerk
President or vice-president and secretary or assistant secretary must sign for corporations.
If only one officer signs, the corporation must attach a resolution certified by the secretary or
assistant secretary under the corporate seal empowering that officer to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney n
Paae 33 of 33 Final 08/25/03
MARYLAND
ALL-PURPOSE
ACKNOWLEDGEMENT
STATE OF MARYLAND
COUNTY OF
before me, 4 acma 3u\ . Q b4Y RLhc *
NAME, TITLE OF OFFICER-E.G., JANE DOE, NOTARY ~UBLIC
On ~h9lo3
DATE
Personally appeared, 123-c. -2 OCA
Personally know to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity,
and that by his signature on the instrument the person, or the entity upon behalf of which
the person acted, executed the instrument.
WITNESS my hand and official seal.
. (SEAL)
NOTARY PLBLIC SIGNATURE
OPTIONAL INFORMATION
TITLE OR TYPE OF DOCUMENT - c v D QrI56A.
DATE OF DOCUMENT NUMBER OF PAGES
SIGNER(S) OTHER THAN NAMED ABOVE ~(LP v r. gun M a rd -
CALIFORNIA
ALL-PURPOSE
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
COUNTYOF )
b- sti\len.
NAME, TITLE OF OFFICER - E.G.,CJANE
0ngk$%iT2CD3 , before me3W
personally appeared, -RUV\L rad
personally known to meb ) to be the person(+
whose name(@ islare subscribed to the within instrument and acknowledged to me that he/&&
they executed the same in hislh9tbir authorized capacity(&), and that by hislkecCtkeir
signatureo on the instrument the person@, or the entity upon behalf of which the person(@) acted,
executed the instrument.
WITNESS my hand and official seal.
(SEAL)
OTARY PdC SIGNATURE
OPTIONAL INFORMATION
TITLE OR TYPE OF DOCUMENT
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
NUMBER OF PAGES
d % k
City of Carlsbad
Public Safety Computer System Exhibit A Statement of Work
EXHIBIT A
STATEMENT OF WORK
TABLE OF CONTENTS
Task 1 Project Initiation and Project Management ....................................................................................... 2
Task 2 Business Practice Review (BPR) Kick-off Meeting and BPR Guidelines .... ................................. 5
Task 3 CAD and Mobile BPR and Workflow Review ............................................... ................................. 6
Task 4 Develop CAD and Mobile Project Schedule ..................................................................................... 8
Task 5 Prepare, Submit, and Finalize Change List .................................................................................... 8
................................................ 10
Task 8 Geographic File Conversion and Loading ....................................................................................... 11
Task 10 Mobile Data Computer Pilot Install and Interfaces ........................................................................ 14
Task 11 Mobile Mapping Installation and Configuration ............................................................................ 15
Task 12 AVL System Pilot Installation and Configuration ........................................................................... 16
Task 13 91 1 Mapping Installation and Configuration .................................................................................. 16
Task 14 CAD System Interfaces (E91 1, Paging, PTT) ............................................................................... 17
Task 6 CAD Equipment On-site Installation ................................................................................................. 9
Task 7 CAD System Tailoring and Customization ...........................
Task 9 Message Switch Interfaces (SUNKLETS) ..................................................................................... 12
Task 15 CAD General File Building ............................................................................................................ 18
Task 16 NetClock Time Synchronization Equipment Installation ............................................................... 19
Task 17 CAD Ancillary System Installation ................................................................................................. 20
Task 18 Final CAD, AVL, Mobile Equipment Installation ............................................................................ 21
Task 19 CAD, MDS, Mobile Mapping and AVL Functional Testing ............................................................ 21 Task 20 CAD, MDS, Mobile Mapping and AVL System Integration Testing .............................................. 22
Task 21 CAD User Documentation and Training ....................................................................................... 23
Task 22 CAD Initial System Performance Test .......................................................................................... 26
Task 24 CAD, MDS, Mobile Mapping, and AVL Certification and Production Cutover ............................. 28
Task 25 CAD, MDS, Mobile Mapping, and AVL Preliminary Test .............................................................. 28
Task 23 MDS, Mobile Mapping and AVL Performance Test ..................................................................... 27
Task 26 Final System Acceptance Test ..................................................................................................... 30
Page 1 of 30 August 25. 2003 34
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City of Carlsbad
Public Safety Computer System Exhibit A Statement of Work
PROJECT STATEMENT OF WORK
General Scope:
This Statement of Work defines the principal tasks of both parties for the implementation of an integrated
Computer Aided Dispatch, and Mobile Data system to support the City of Carlsbad (hereinafter called the
“City”) Police dispatch operations. The System to be installed by Tiburon will include all necessary
hardware and networking components for the System to be fully operational on the City’s existing network,
and will consist of the following primary software components:
0
0 Automatic Vehicle Location (AVL)
0 Integrated Message Switch (MSS)
0 Mobile Data System (MDS)
Computer Aided Dispatch (CAD/Ti) system
Including, but not limited to the following primary subsystems:
0 Maverick Mapping
0 Mobile Mapping
0
0 Strategic Incident Protocol (SIP)
0
CAD Activity Reporting System (CARS)
Interfaces to external systems (Exhibit E, Interface Control Document)
The implementation of the System will be in accordance with the tasks listed below and shall be
completed in accordance with the Project Schedule, Exhibit C. As each task is “completed,” Tiburon will
submit a written statement of completion to the City and request authorization to invoice in accordance
with the terms of this Agreement. In some cases, with written authorization of the City, there may be items
that will not be installed as a component of a particular task, or software errors or deficiencies, which will
not circumvent Tiburon’s ability to submit an invoice for that task. Acceptance and payments will be in
accordance with the terms of this Agreement.
Task 1 Project Initiation and Project Management
Task Description:
This task will include the responsibilities associated with Tiburon’s Project Management duties during the
Project. The Project will begin with a Project Initiation meeting to be held at City facilities that will include
all key City and Tiburon Project participants. Tiburon will schedule and complete the Project Initiation
meeting within thirty (30) calendar days following contract execution and receipt of a written notice-to-
proceed from the City. The objectives of this first meeting include, but may not be limited to:
0
0
0
0
0
0
0
0
0
0
0
Introducing all Project participants;
Reviewing roles of key participants;
Establishing a clear chain of communication and authority;
Reviewing general Project scope and objectives;
Reviewing the initial Project Schedule;
Reviewing the Business Practice Review (herein referred to as the “BPR) Process;
Reviewing resource and scheduling requirements for the BPR meetings;
Reviewing Change Order Procedures;
Reviewing the Statement of Work;
Reviewing both parties’ responsibilities in the areas of Project Management;
Reviewing this Agreement and all Exhibits.
Page 2 of 30 August 25,2003 40
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City of Carlsbad
Public Safetv ComDuter Svstem Exhibit A Statement of Work
Subsequent Project Management meetings will be held not less than once per month at City facilities. The
objectives of subsequent Project Management meetings will include, but not be limited to:
Reviewing activities that have occurred since the previous Project Management meeting;
Reviewing outstanding issues and tasks that have not yet been completed;
Identifying late tasks and schedule for priority action as needed;
Reviewing updated Project Schedule and new tasks identified since the previous meeting;
Reviewing upcoming events for the subsequent 30 - 60 day period and identify new tasks and
assignments as needed;
Discussions with Tiburon regarding upcoming City-related tasks and the resource and time
requirements recommended by Tiburon for each.
Review and update the entire Project Schedule as needed;
Assigning resources as needed for new tasks identified;
Creating, updating and maintaining a task list that identifies tasks, to whom assigned and due
dates;
Identifying adjustments that may be required in the Project Schedule;
Plan the upcoming activities, identify tasks and subtasks and make assignments;
Other activities as deemed necessary by the City or Tiburon;
Scheduling the next meeting.
Responsibilities include, but are not limited to:
Tiburon will:
a. Designate a Project Manager and a Backup Project Manager acceptable to the City who will direct
Tiburon's efforts and serve as the primary point of contact for the City. The responsibilities of the
Tiburon Project Manager include, but are not limited to:
0
0
Maintaining Project communications with the City's Project Manager throughout the duration
of the Project.
Managing the efforts of Tiburon staff and coordinate Tiburon activities with the City's Project
team members.
Scheduling and chairing the Project Initiation meeting and all subsequent Project
Management meetings.
Conducting Project Management meetings on-site at City facilities with the City's Project
Manager on a monthly basis, or as may otherwise be required by the City to discuss Project
status.
Preparing the agenda for each Project Management meeting and submit the draft agenda to
the City for review and approval not less than five (5) business days prior to the next
scheduled meeting.
Developing a detailed Project Schedule that will supplement, but not conflict with this Scope of
Work.
Preparing monthly project status reports. In each report, Tiburon shall identify and document
any milestones missed, late deliverables, and any impediments that Tiburon may detect that
will/may interfere with the successful completion of this project or the completion of this
project in the amount of time allocated by this Agreement.
Measuring and evaluating progress against the Project Schedule.
Resolving deviations from the Project Schedule that are within Tiburon's control.
Monitoring the Project requirements to ensure that Tiburon support resources are qualified
and available as needed in order to successfully complete Tiburon's tasks and responsibilities
as described in this Agreement.
Coordinating and overseeing the installation and successful completion of all application
software, hardware and services provided under this Agreement.
Discussing and recommending resource and time requirements for City-related tasks, which
Page 3 of 30 August 25,2003 Lf I
I
City of Carlsbad
Public Safetv Computer Svstem Exhibit A Statement of Work
b.
C.
d.
e.
City
a.
b.
C.
will be reflected in the Project Schedule.
Acting as a liaison with all City-provided vendors and associated City and County agencies.
Establish a mutually agreeable Project Schedule of the work to be performed during the Project,
that supplements and does not conflict with the terms of this Agreement and where appropriate,
allowing for any mutually-agreed upon schedule changes.
Prepare the agenda for all BPR meetings. All BPR meetings will be held at City facilities.
Deliver one complete set of Documentation to the City in electronic format and two (2) complete
sets of hard copy Documentation in three ring binders. City may duplicate all documentation
provided under this Agreement for the sole and exclusive use of the City.
Ensure that all necessary Tiburon technical support and management personnel who are
authorized to make decisions on behalf of Tiburon are present at Project Management meetings
or are available to the Tiburon Project Manager as may be necessary in order to successfully
complete the BPR Process in the time allocated.
Ensure that all Tiburon staff and subcontractor staff personnel who are assigned to work on the
Project are competent, qualified, available as needed and prepared for performing tasks required
under this Agreement.
will:
Designate one Project Manager who will use hidher best efforts to perform the following
responsibilities:
Maintain Project communications with Tiburon's Project Manager.
With assistance from Tiburon, identify the efforts required of City staff to meet the City's task
requirements and milestones in the Statement of Work and Project Schedule. As City tasks
and responsibilities are required and added to the Project Schedule, Tiburon will allow
reasonable timeframes to be assigned to each task or responsibility including allowance for
City-requested contingencies.
Assist Tiburon in developing a detailed Project Schedule defining the detailed tasks and a
schedule of Tiburon and City responsibilities. As noted above, the Project Schedule shall
supplement, not conflict with, the terms of this Agreement.
Review the Project Schedule with Tiburon's Project Manager.
Measure and evaluate progress against the Project Schedule.
Monitor the Project and coordinate the City's professional, technical and equipment
resources.
Attend Project Management meetings with Tiburon's Project Manager.
Provide timely responses to issues related to Project progress raised in writing by Tiburon's
Project Manager.
Notify all third-party vendors that Tiburon is the City's selected vendor and request their
assistance and cooperation when Tiburon contacts them.
Assist Tiburon in its efforts to communicate and obtain necessary information from all third-
party vendors and agencies not under the direct control of Tiburon. If, after Tiburon exhausts
efforts to obtain the necessary information, the City is unable to obtain the information either,
the parties will meet to discuss how best to proceed.
Ensure that all appropriate City personnel attend and participate in the Project Initiation meeting.
Ensure that all necessary City personnel who are authorized to make decisions on behalf of the
City are present at Project Management meetings or are available to the City's Project Manager
as may be necessary in order to successfully complete the BPR Process in the time allocated.
9-
Page 4 of 30 August 25,2003
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City of Carlsbad
Public Safety Computer System
Task 2
Exhibit A Statement of Work
Business Practice Review (BPR) Kick-off Meeting and BPR Guidelines
Task Description:
Following the Project Initiation meeting, the Tiburon team and City representatives will begin the BPR
Process. Both parties will bring together appropriate team members to effectively participate in this critical
phase of the Project. A two-day kick-off meeting will be held which will include a detailed presentation by
Tiburon of the System to be installed including an Executive Overview of not more than two hours for
command staff personnel. During the kick-off meeting, the parties will discuss the scope of the BPR
Process and develop a mutually agreeable schedule of events, tasks and subtasks that will be required in
order to effectively complete the BPR Process.
The BPR Process will include a detailed review of the current workflow processes and existing forms
utilized by the City.
all proposed System modules and applications for the City’s Project team. The demonstrations will
include, but not be limited to, demonstrating all software functions, features, screens, inquiries, reports,
tables, and validation checking and security capabilities. The product demonstrations will include a
detailed, data element level presentation and discussion of all “tailoring” capabilities of the System to be
installed. During this product review, Tiburon will assist the City in the identification and selection of all
tailoring requirements. Due to the complexity and comprehensive nature of the System proposed, Tiburon
shall only use competent, qualified personnel in conducting the BPR Process.
During the BPR Process, Tiburon will make specific recommendations sufficient to allow the City to
redesign their existing forms so they accurately reflect the mandatory requirements of the City and the
requirements of the new system. The primary goal of this exercise is to help the City consolidate existing
forms and streamline operational processes and procedures. During this process, Tiburon will develop a
complete workflow diagram illustrating the workflow of the Department including data collection and output
report generation. Tiburon’s and the City’s Project teams will use this information to conduct a data
element level comparison of the Tiburon system against manual forms in use by the Department to
ensure that all relevant data and information will be captured by the new system and that all data transfer
that may be required in the interfaces to external systems will be accurate and complete. Tiburon will
ensure the requirements for this interface are properly documented. Also during this process, any data
elements that are not part of Tiburon’s baseline systems that are required to meet the requirements of
either manual forms or the interface to external systems will be reviewed. If any of these additional fields
are determined to be necessary for the City3 operation, they will be included in the Change List and
Interface Control Document, as applicable.
Following the workflow review, Tiburon will conduct detailed product presentations of
Using the knowledge gained in this process, Tiburon and the City will work together to identify any Source
Code modifications to the Tiburon’s existing Application Software that may be required prior to installation.
Upon completion of the BPR, Tiburon will prepare Tiburon’s tailored Change List and an updated Interface
Control Document. The Change List and updated Interface Control Document will include all tailoring
changes required by the City and a description of the functional changes (or additions) that will result from
the Source Code modifications (if any) that are required by the City, the operational impact of these
changes (including a recommendation of whether Tiburon agrees with or finds the required changes
potentially problematic and why).
Programming changes will not occur and hardware will not be ordered until the City has approved the
Change List and updated Project Schedule in writing and issued a written notice to proceed.
Standard system tailoring that will be provided at no additional cost to the City includes, but is not limited
to, the renaming of agency-specific data elements and the modification of existing data-entry screens to
reflect these updated field names, as well as defining site-specific parameters that are required for system
generation and configuration. System tailoring does not include Source Code modifications to the base
application software products (CAD and Mobile) or database layouts that result in a required change of
Source Code.
Lf3 Page 5 of 30 August 25,2003
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Public Safetv Computer System Exhibit A Statement of Work
Task 3 CAD and Mobile BPR and Workflow Review
Step 7. Existing CAD Demonstration and Workflow Review. The BPR Process will begin with a
demonstration of the current system by City staff and a series of fact-finding interviews to be conducted by
Tiburon to understand current system operations and workflow procedures. Tiburon will also review
current management reports and interfaces to external systems to gain sufficient knowledge to assist the
City with streamlining operations, consolidating and eliminating forms, and determining what desktop
application software needs to be installed on the Mobile units. In the event any software is required in
order to fully utilize the capabilities of the System installed as demonstrated in the detailed product
demonstrations, and that software has not been included in Exhibit B (Pricing), Tiburon shall provide that
software at no additional cost to the City. In addition, Tiburon will make any new recommendations
necessary to adequately prepare the City for implementation of the new System.
Step 2. CAD and Mobile Product Demonstrations. Upon completion of Step 1, Tiburon will begin
detailed product demonstrations to allow the City’s Project team to fully understand the capabilities of the
CAD and Mobile system to be installed. Through these product demonstrations, and by using Tiburon’s
baseline CAD and Mobile documentation as reference, detailed BPR meetings will be held for each
subsystem to be installed to identify all requirements for tailoring and implementation. The intent is to
eliminate or minimize any customization required. These review meetings will be supplemented with
additional reviews where recommended by Tiburon or required by the City to define all required internal
and external system interfaces (see Step 3 below). Tiburon will work with the City’s Project team to identify
and document all tailoring and customization requirements for each component of Tiburon’s CAD and
Mobile Application Software to be installed. This information will be detailed in a Change List to be
prepared by Tiburon and submitted to the City for review and comment. If the City determines during the
BPR process that the Tiburon Mobile Mapping system will not meet City needs, then Tiburon shall work
with the City (at no additional cost) to assist in the evaluation and selection of an alternate mobile mapping
solution.
Step 3. Interfaces. During this step, Tiburon will work with the City’s Project team to identify and
document all functional requirements for each interface listed in the Interface Control Document. The functional description for each interface will include: (1) a full and detailed description of the functionality
provided by that interface; (2) copies of all screens associated with that interface highlighting the data
elements impacted by the interface; and (3) a detailed explanation of the data flow/data exchange/data
integration characteristics of each interface to the data element level. The functional description will be
complete and detailed sufficiently so that the City’s Project team members can easily understand all
capabilities and functions of the interface to be installed.
Responsibilities include, but are not limited to:
Tiburon will:
a. Schedule and attend on-site meetings at City facilities for a period of time sufficient to successfully
complete these tasks associated with the BPR Process.
Conduct detailed product demonstrations using Tiburon-provided equipment as required by the
City to aid in the BPR Process.
Conduct a detailed review of the current workflow processes and existing forms utilized by the City
in order to determine what forms can be modified and/or eliminated by implementation of the new
System.
Review with the City, as applicable, the Geographic File Construction Document and the detailed
set of geographic file descriptions as necessary for the City to begin preparing its files for loading
onto the CAD and mapping databases.
b.
C.
d.
Page 6 of 30 August 25,2003 L-rq
City of Carlsbad
Public Safety Computer System Exhibit A Statement of Work
e.
f.
9.
h.
i.
j.
k.
I.
m.
Review the 91 1 Mapping Maverick system to confirm its operation as defined in the proposal
response and supplementary documents, and then document its specific operation in conjunction
with the CAD system.
Identify all interfaces to be implemented according to the Interface Control Document, addressing
all interface specifications and issues to be addressed and documented, including any applicable
information to be added to the BPR Document.
Document all additional software, hardware, or software customizations requested by the City
during the BPR Process.
Provide the City with new or updated prices for custom or modified software and systems as
identified within this task.
Provide the City with any applicable price decreases as a result of the removal of any items such
as System components, interfaces, subsystems or custom modifications as identified within this
task.
Work directly with all non-Tiburon system vendors and agencies as necessary in order to secure
detailed specifications and definitions for all interfaces.
Work with the City to develop a draft test plan.
Ensure that Tiburon personnel who are authorized to negotiate on behalf of Tiburon are present or
available to the Tiburon Project Manager in order to provide pricing of any desired modifications or
enhancements identified during the BPR Process.
Prepare and submit draft Change List and submit to the City for review and comment.
City will:
a.
b.
C.
d.
e.
f.
g.
Provide, upon request, currently existing information, data, records, and documents and make the
design decisions reasonably required to document changes necessary for the Tiburon systems.
Assist Tiburon in securing detailed specifications and definitions for all interfaces to non-Tiburon
systems. If, after Tiburon exhausts efforts to obtain the necessary information, the City is unable
to obtain the information either, the parties will meet to discuss how best to proceed.
Ensure that City personnel who are authorized to make system design and operational decisions
are present and participating in scheduled BPR meetings or are available to the City% Project
Manager as may be necessary.
Review the Baseline Documentation, Interface Control Document, and the Change List
Documents submitted by Tiburon.
Work with Tiburon to develop a draft test plan for the System to be installed.
Review the prices for custom or modified software and system changes as provided by Tiburon,
and identify which items are to be included in the final Change List.
Review the proposed CAD and Mobile hardware configuration and discuss possible adjustments
and/or upgrades to that equipment
Page 7 of 30 August 25,2003 4 5
City of Carlsbad
Public Safety Computer System Exhibit A Statement of Work
h. Provide access to City vehicles to support the review of the installation requirements for mobile
equipment.
Task 4 Develop CAD and Mobile Project Schedule
Task Description:
The objective of this task is to update the CAD and Mobile Project Schedule based upon the requirements
identified during the BPR meetings, identifying the associated Project objectives, plans, schedules,
approvals, priorities and interdependencies among tasks.
Responsibilities include but are not limited to:
Tiburon will:
a. Review with City personnel the identified implementation tasks, priorities, interdependencies and
other requirements as determined as part of the BPR Process to date as needed to establish the
CAD and Mobile Project Schedule.
b. Prepare the CAD and Mobile Project Schedule and deliver it to the City’s Project Manager.
C. Review the CAD and Mobile Project Schedule with City personnel and make changes and/or
corrections that are required by the City.
City will:
a. Analyze, with Tiburon Project personnel, System and Project requirements and make such implementation decisions as may be reasonably required to update the CAD and Mobile Project
Schedule.
b. Review the updated CAD and Mobile Project Schedule as submitted by Tiburon.
Task 5 Prepare, Submit, and Finalize Change List
Task Description:
The objective of this task is to finalize all data and materials collected during Task 1-4 and edit and submit
the Change List to the City.
Tiburon will:
a. Consolidate all data gathered from Task 1-4.
b. Attend on-site meetings at City facilities as required by the City to facilitate completion of the BPR
Process.
C. Conduct a detailed review with the City of the hardware configuration and update the configuration
as suggested by either party and agreed to by the City. Provide price quotes, if applicable, for
configuration modifications approved by the City.
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City of Carlsbad
Public Safety Computer System Exhibit A Statement of Work
d. Prepare the draft Change List Documents which will contain a detailed description, with
appropriate screen shots, flow charts and any other information required to document the tailoring
or customization that is proposed, and submit them to the City for review and comment.
e. Edit the Change List Documents as required by the City.
f. Submit the final Change List documents including all applicable cost quotes and other material as
may be deemed necessary by the City to successfully complete this task.
9. Submit Change Order, if required, for any City-approved configuration changes and source code
modifications.
h. Successfully complete all requirements of Tasks 1 - 5 and obtain written authorization to proceed
from the City prior to the ordering of any hardware or software components.
City will:
a. Meet with Tiburon as needed in order to help facilitate the consolidation of all information
necessary for Tiburon to complete the BPR Process.
b. Review documents submitted by Tiburon and respond with comments and suggestions within
thirty (30) business days.
C. Schedule a meeting with the appropriate City personnel to review and discuss the updated
Interface Control Document, Change List, price quotes (if any) for updated hardware configuration
and source code modifications (if any) and any other relevant material submitted by Tiburon as
components of the BPR. Determine go-no-go decision and either issue a letter of termination in
accordance with the terms of the Agreement or written authorization to proceed with the next task
in the project.
END OF BUSINESS PROCESS REVIEW; BEGIN IMPLEMENTATION
Task 6 CAD Equipment On-site Installation
Task Description:
All City hardware components will be delivered to the City facilities. Any additional hardware and software
components required for customization and testing will be procured and delivered at this time. The
hardware, system software, primary database software, file structure and Mapping Software will be
installed and communications equipment and cabling installed and attached, and the equipment operation
verified.
Responsibilities include, but are not limited to:
Tiburon will:
a. Install the hardware and system software, primary database software, file structure and
peripheral equipment at the City facility.
b. With written authorization from the City, procure and install any additional equipment needed for
upcoming CAD/mobile related tasks.
C. Install and test, with the City’s assistance, a Communications Center LAN connected to the Police
Department’s City-wide network. Equipment will include the following workstation and network
hardware and software components:
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Public Safety Computer System Exhibit A Statement of Work
computer server equipment and associated equipment racks
network hubs and switches in the Communication Center
cables between hubs and workstations in the Communication Center
PC equipment in the Communication Center for desktop mounting
printer equipment in the Communication Center
d. Install and configure the CAD Workstation software on all CAD workstations.
e. Develop and test a software image on CD to be used for ease of installation of the CAD software
on future CAD workstations.
f. Develop the test image at City facilities and train the City’s Project Manager on how to duplicate
this process for future requirements.
9. Provide the City with a complete inventory list of all equipment as installed. The inventory list will
include manufacturer name, model, serial number(s) and a detailed list of all components therein.
The inventory list will be provided in both hard copy and electronic format (MS Word or Excel).
City will:
a. Work with Tiburon to schedule equipment installation to have the least impact on existing
operations.
b. Assist Tiburon in the development and testing of a software image to be used for ease of
installation of the CAD software on future communications center workstations.
Task 7 CAD System Tailoring and Customization
Task Description:
Tiburon will tailor and customize all CAD software, based upon the Change List as approved by the City
per Task 5. This task also includes the development and installation of the message switch software, not
including remote interfaces.
Responsibilities include, but are not limited to:
Tiburon will:
a. Tailor, customize and unit test (standalone test) Tiburon Application Software with the
requirements of this Agreement.
b. Install and configure the message switch software on the CAD server to support communication between local workstations.
C. Provide the City with “As Built” Documentation of the custom software changes which have been
installed and unit tested according to the CAD Project Schedule.
City wil I :
a. Be available to address and answer questions that arise during the tailoring and customization of
the system.
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City of Carlsbad
Public Safety Computer System Exhibit A Statement of Work
b. Respond to these requests in a timely manner to avoid impacting the overall Project Schedule
C. Use their best efforts to review the list of tailored and customized software and provide Tiburon
with a list of known exceptions at that time or other issues that need to be completed or corrected
prior to task completion.
Task 8 Geographic File Conversion and Loading
Task Description:
Tiburon will configure the Geographic Conversion Tool (GCT) workstation for the purpose of converting
the City’s existing ESRl data from Arclnfo data format to be used by all applicable Tiburon systems
identified in this Agreement. Tiburon will perform all tasks necessary to perform the conversion and
ensure the conversion performed by Tiburon results in a complete and accurate geofile that works
properly with the System installed under this Agreement. In the event Tiburon or the City determines the
conversion performed by Tiburon to be inadequate for the System and a new geofile build becomes
necessary, the cost for this effort will be the responsibility of Tiburon. Following the successful installation
of the geofile and user training on this subsystem, the City will be responsible for on-going conversions
using this same product and process.
Responsibilities include, but are not limited to:
Tiburon will:
a.
b.
C.
d.
e.
f.
9.
h.
I.
j.
k.
Obtain from the City a standard Arclnfo shape file representing the geographic areas to be
supported by the System.
Obtain from the City all polygon layers required for the creation of the applicable reporting
districts. One layer (1) will be provided for Police.
Generate the GCT server system and load the Arclnfo file onto the format used to load the CAD
database.
Provide the City with information regarding the types of data errors that will be identified during the
GCT operations that require correction in the City-provided database.
Provide the City with Tiburon Geofile Construction documentation to use in determining minimum
and optional data requirements including the use of target address, street name alias, and
commonplace name data.
Convert the Arclnfo data as provided by the City to populate the required CAD files.
Load the Arclnfo data as provided by the City to populate the mapping databases.
Provide the City with listings of any geographic file data errors or warnings produced by the GCT
processes to be used for correction of City-provided information.
Load a baseline Arclnfo geographic file on the GCT system and perform the conversion of this
information to allow the load of the appropriate databases necessary for CAD and mapping
operations.
Provide the CAD software necessary for the City to enter and maintain the associated reporting
area and response zone files as CAD databases.
Provide training on the GCT program and the mapping import process to support ongoing City file
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Public Safety Computer System Exhibit A Statement of Work
loading operations.
Perform all tasks necessary to ensure the System installed works according to the terms of this Agreement with the geofile as installed.
I.
City wil I :
a.
b.
C.
d.
e.
f.
9.
h.
I.
j.
Provide a geographic file coordinator to act as the point of contact regarding geographic data,
conversion and loading issues.
Provide a geographic database as a standard Arclnfo shape file, in a format readable by ESRl's
Mapobjects tools, for import into the GCT system either via network connection, by compatible
tape or CD-ROM media.
Provide this geographic database with all required Tiburon Geographic File (TGF) fields present
as separate data elements, except those fields that are to be created by the GCT from polygon
information. All fields must be present in a single shape file; files are not to be "joined" or "linked"
to obtain this information.
Review the Tiburon-provided definition of many types of geographic file data errors that may result
in exceptions as part of the GCT process.
Review the Tiburon-provided rules necessary for the successful entry and conversion of
commonplace data from Arclnfo point files.
Review the Tiburon-provided definition of the format to be used to create street name alias and
target address records as Arclnfo "dbf" records or the equivalent.
Provide all applicable Arclnfo polygon and point files required to define the complete CAD and
mapping databases.
Provide all Arclnfo and associated systems, software licenses, workstation equipment and user
training necessary for the entry and maintenance of the City's base geographic information.
Take responsibility for ongoing file correction and maintenance of the City's Arc Info GIS system.
Provide support for ongoing file conversion and reload on a scheduled basis.
Task 9 Message Switch lnterfaces (SUNKLETS)
Task Description:
Under this task, the Tiburon Message Switch and all applicable external local and remote interfaces will be
installed, and all related functions tested and demonstrated to the City.
Responsibilities include, but are not limited to:
Tiburon will:
a. Design, develop, install and test all software required to support the interface to CLETS via the
SUN message switch, in accordance with the terms of this Agreement.
Install the City-provided Reflections 3270 emulation software on CAD workstations and verify that
it performs in accordance with the terms of this Agreement.
b.
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Public Safety Computer System Exhibit A Statement of Work
C.
d.
e.
f.
g.
h.
Develop the following set of CLETSINCIC reformatted message transactions on CAD
workstations using the CAD message reformatter:
Article Inquiry
Boat Inquiry
Gun Inquiry
Driver's License Inquiry
Vehicle Registration Inquiry
Missing Person Inquiry (CLETS, NClC and SUN)
Wanted Person Inquiry
Criminal History (State) Inquiry
Out-of-state Driver's License Inquiry
Out-of-state Vehicle Registration Inquiry
Unidentified Person Inquiry
Security Inquiry
Stolen (stored) Vehicle - Inquiry
Stolen (stored) Vehicle - Entry
Develop and install up to forty (40) additional CLETS transactions as defined by the City.
Development will not begin until the City issues an order to proceed. If the City chooses to use
the forms provided by San Joaquin or another Tiburon client, Tiburon will facilitate the City's
discussions with the other client and shall provide assistance to the City when loading the forms
on the system.
Modify the CLETS interface system to support any custom software functionality required by this
Agreement.
Provide training in the operation and use of the Tiburon message reformatter program. If City has
elected to utilize forms from another Tiburon client, then this will include training on how to modify
and update those forms.
Demonstrate all functions, functionality and compliance with the performance requirements listed
in Exhibit E for the interface to SUNICLETSINCICINLETS.
Work with all necessary 3rd party vendors and agencies as necessary to fulfill Tiburon's
obligations under this Agreement.
City will:
a. Provide, on request, currently existing information, record layouts and documents necessary to
establish interfaces with all local and remote systems and facilities.
b. Provide the Reflections 3270 emulation software to support ARJIS-NET access from CAD
workstations via the City network, as well as assistance to Tiburon during the configuration and
testing of this software.
C. Assume responsibility for any modifications or additions to any existing or non-Tiburon supplied
systems required to enable them to support the interfaces, as defined in this Agreement.
Provide and install all modems, DSUICSUs, routers, hubs, communications lines, PC and related
equipment not provided by Tiburon as required by this Agreement.
Provide City staff to be trained on the use of Tiburon's Reformatter tool.
d.
e.
f. Notify all third-party vendors that Tiburon is the City's selected vendor and request their
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Public Safetv Computer Svstem Exhibit A Statement of Work
assistance and cooperation when Tiburon contacts them.
Assist Tiburon when required in obtaining information from the County, 3d party vendors and
agencies where Tiburon’s repeated efforts have been unsuccessful in obtaining the requested
information. If, after Tiburon exhausts efforts to obtain the necessary information, the City is
unable to obtain the information either, the parties will meet to discuss how best to proceed.
9.
h. Use their best efforts to ensure that the necessary City technical support is made available for
testing of the interfaces.
Task 10 Mobile Data Computer Pilot Install and Interfaces
Task Description:
The city has purchased an interface to the MDC wireless CDMNGPRS network and has an option to
purchase an interface to the MDC wireless Motorola RNC network. During this task, Tiburon will install
the purchased wireless interfaces. Mobile wireless modems and MDC computer equipment will be
installed in 5 police vehicles and then be used in a test environment. Tiburon will load the MDS software
and will test and demonstrate the operation of the pilot set of equipment in the mobile environment,
demonstrating mobile CAD dispatch messages, status changes, inquiries to local CAD files and the
display of the associated response messages.
Note: At the same time as the wireless interface to the MDC computers is installed in the set of pilot units
for use by CAD, Tiburon may, at Tiburon’s option, begin the installation of equipment necessary for the
AVL equipment in the five (5) pilot vehicles, in preparation for later tasks in the Project.
Responsibilities include, but are not limited to:
Tiburon will:
a. Develop and test a software image to be used for ease of installation of the mobile software on the
five (5) mobile units in the pilot vehicles.
b. Develop the test image on CD at City facilities and train the City’s Project Manager on how to
duplicate this process for future requirements.
c. Install the CAD interface software to communicate with the network of mobile computers in the
wireless environment.
d. If Padcom is purchased as an option, install and configure Padcom to provide encryption, static IP
addressing and routing, and seamless roaming between multiple wireless carriers. This includes
installation of the Padcom server, installation and configuration of Padcom software both on the server
and on the 5 mobile clients and training of city personnel on the installation, configuration and
maintenance of the Padcom system.
e. Tailor and customize the Tiburon MDS software according to the requirements of this Agreement.
f. Install mobile computers, modems and Tiburon MDS software in five (5) pilot vehicles.
g. Demonstrate the pilot set of mobile units receiving dispatch messages, entering status changes, displaying data from CAD data files, and inquiries into remote databases. This demonstration shall
also include testing against performance requirements identified in this Agreement. Tiburon shall
correct any failure or deficiency prior to completion of this task and initiation of any new task.
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h. Following successful pilot testing of this network, Tiburon will update the software image CD (if
necessary) based on the results of the pilot test.
City will:
a. Assist Tiburon in the development and testing of a software image CD to be used for ease of
installation of the mobile software on the five (5) mobile units in the pilot vehicles.
b. Provide Tiburon with five (5) pilot vehicles to allow the installation and testing of mobile computers.
c. Provide the City staff necessary to test the pilot mobile configuration with CAD.
d. Following successful pilot testing, provide the remaining City vehicles to allow for installation of the
remaining mobile equipment.
Task 77 Mobile Mapping Installation and Configuration
Task Description:
Following the successful loading and operation of the pilot set of MDC equipment, the Mobile Mapping
software will be installed on the five (5) pilot mobile workstations.
Responsibilities include, but are not limited to:
Tiburon will:
a. Install the Mobile Mapping software in the five (5) pilot mobile vehicles installed as part of Task
IO.
b. Tailor and customize the Mobile Mapping software according to the requirements of this
Agreement.
C. Install and configure the Mobile Mapping interface to the Tiburon MDS software within the mobile
workstations.
d. Test by successfully demonstrating the Mobile Mapping software in each vehicle with the interface
to CAD, supporting all capabilities required by this Agreement.
e. Test by successfully demonstrating the upload feature of an updated map on all mobile units.
City will:
a. Provide access to the five (5) pilot vehicles that were used in previous tasks for the purpose of
mobile equipment and software installation and testing.
b. Review the test of the Mobile Mapping software operating in these test vehicles.
C. Review the software functionality as demonstrated, providing Tiburon a written description of any
problems or variances that must be corrected prior to initiation of the CADlMobile preliminary test.
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Task 12 A VL System Pilot Installation and Configuration
Task Description:
Following the successful loading and testing of the 91 1 Mapping Mobile systems, and the operation of the
mobile mapping software in the pilot set of MDC equipment, the AVL software will be installed, configured
and tested on the pilot set of five (5) vehicles.
Responsibilities include, but are not limited to:
Tiburon will:
a.
b.
C.
d.
e.
f.
9.
The mobile AVL receivers will be provided and installed either by Tiburon (Trimble GPS
Receivers) or by the city (GPS functionality included as part of the CDMNGPRS hardware). If the
mobile AVL receivers are provided by Tiburon, Tiburon will install them in the pilot set of five (5)
test vehicles installed as part of Task 10, if not completed as part of previous mobile equipment
installation tasks. If the mobile AVL receivers are provided by the city, Tiburon will work with the
city to test the GPS functionality of the CDMNGPRS hardware in order to assure that it will work
properly in the mobile environment. The city may elect to test both the Trimble and the
CDMNGPRS functionality during this pilot test.
Install the AVL server and applicable AVL software.
Install and test the interface between the CAD server and the AVL server.
Begin the system tailoring and customization of CAD to support AVL operations according to the
requirements of this Agreement.
Test by successfully demonstrating the ability to use AVL capabilities to update unit locations on
the 91 1 Mapping Maverick display.
Test by successfully demonstrating the use of AVL features to identify the primary mobile unit
location in the 91 1 Mapping Maverick environment.
Test by successfully demonstrating all remaining features and functions of the AVL system.
City will:
a. Provide access to the five (5) pilot vehicles that were used in previous tasks for the purpose of
mobile equipment and software installation and testing.
b. Review the test of the 91 1 Mapping Mobile software operating in these test vehicles.
C. Review the software functionality as demonstrated, providing Tiburon a written description of any
problems or variances that must be corrected prior to initiation of the preliminary test of
CADIMobile.
Task 13 91 I Mapping Installation and Configuration
Task Description:
Following the successful loading of the City’s Arclnfo GIS data and map into the mapping environment
and the loading of test files that are applicable to this task, the 91 1 Mapping Maverick software will be
installed at all CAD workstations. This task will provide the initial implementation of the mapping
capability, supporting, at a minimum, the ability to display new incidents on the map, to assign units to the
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Public Safety Computer System Exhibit A Statement of Work
incidents, to display unit status by color, and to support map navigation tools (pan, zoom, etc.). Ongoing
CAD and map interface development will take place after this task but completed prior to the preliminary
testing of CAD. Payment for this task shall not occur until Tiburon certifies the mapping component of this project to be complete and ready for preliminary testing as a component of CAD.
Responsibilities include, but are not limited to:
Tiburon will:
a. Load the City’s Arclnfo GIS data and map into the mapping environment.
b. Assume all responsibility for the successful conversion and operation of GIS data as defined by
the terms of this Agreement.
C. Install and test the 91 1 Mapping Maverick software in each CAD workstation provided by Tiburon.
d. Install and configure the Mapping and AVL server connected to the Communication Center
network.
e. Install the CAD workstation and server software necessary for map command transfer.
f. Test by successfully demonstrating Maverick mapping functional and performance requirements
as defined in this Agreement on all workstations in the Communications Center.
9. Test by successfully demonstrating CAD interface to Maverick supporting all functional and
performance requirements as defined in this Agreement.
City will:
a. Test the operation of Maverick and CAD features according to the requirements of this
Agreement.
Task 74 CAD System Interfaces (€977, Paging, Pm)
Task Description:
All remaining local and remote interfaces as required by this Agreement will be developed, installed and
tested.
Responsibilities include, but are not limited to:
Tiburon will:
a. Design, develop, transfer, install, tailor and test all software required for the following interfaces
resulting in their operating in accordance with the terms of this Agreement:
E-91 I interface Alphanumeric Paging System
Motorola SIMS-I1 radio
b. Provide and install any server or other required equipment that has not been installed as part of a
previous task.
C. Connect the server equipment to City-provided telephone jacks to allow telephone dialing of the
commercial paging service.
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Exhibit A Statement of Work
d. Connect the CAD server to the Motorola SIMS-II serial interface in the Communication Center.
e. Test all equipment installed and certify correct operation as required by the terms of this
Agreement.
City will:
a. Using its best efforts, provide, on request, currently existing information, record layouts and
documents necessary to establish interfaces with all local and remote systems and facilities.
b. Notify all third-party vendors that Tiburon is the City's selected vendor and request their
assistance and cooperation when Tiburon contacts them.
Assist Tiburon when required in obtaining information from the County, 3" party vendors and
agencies where Tiburon's repeated efforts have been unsuccessful in obtaining the requested
information. If, after Tiburon exhausts efforts to obtain the necessary information, the City is
unable to obtain the information either, the parties will meet to discuss how best to proceed.
C.
d. Provide City staff resources as reasonably required by Tiburon to assist in the testing of the
interfaces ins tal led.
Task 15 CAD General File Building
Task Description:
Tiburon will build a set of testftraining files for CAD. Tiburon will then train City staff in the entry of agency-
specific information, such as code tables, unit identification, reporting area definition, and unit
recommendation criteria. Tiburon shall include sufficient time in the Project Schedule to allow for the
building of all necessary CAD-related tables and files which completion is required prior to the initiation of
the CADlMobile preliminary test period.
Responsibilities include, but are not limited to:
Tiburon will:
a. Define all production data files and enter test data sufficient to confirm the operation of CAD
systems using the data.
b. Review and update data forms to be completed by the City which are needed to support Tiburon's
data entry efforts.
C. Provide standard training sessions for City personnel on the entry of agency-specific data in
accordance with the Training Plan.
d. Provide and operate the computer programs necessary to accept all required geographic input
data.
e. Be available to support any questions raised by the City as City staff enters this information.
City wil I :
a. Develop and enter all agency-specific input data that is to be entered manually, which includes,
but is not limited to the following. Only those files applicable to the systems delivered are to be
loaded.
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Agencies
Alias Street Names
Call Types
Common Place Information
Command Names
Dispatch Groups
Dispositions
Districts
Field Names
ODerators
Priorities
Rosters
I Rotations I
Series (case and call numbers)
Services
Streets (maintenance only; typically GIS
converted data)
System Codes
Terminals
Unit Definitions
Authorization Codes
Authorization Groups
Operator Authorizations
Table Sizes
* These files are entered as part of the geographic file build process.
b. Complete the forms provided by Tiburon for any data to be entered by Tiburon.
c. Except for data conversion provided under this Agreement or as otherwise defined for the geographic file load, assume responsibility for data file entry.
d. Be responsible for the accuracy of the data provided by the City.
Task 16 NetClock Time Synchronization Equipment Installation
Task Description:
Install and test the NetClock time synchronization system, which will provide time synchronization data via
satellite to the CAD server, plus other City-provided systems as defined in the Interface Control
Document. NetClock synchronization with the Voiceprint system, the Vesta 91 1 system and associated
equipment synchronization to the NetClock will be demonstrated and tested as part of this Task . City will
connect devices to the NetClock that are not identified as a responsibility of Tiburon in this Agreement.
Responsibilities include, but are not limited to:
Tiburon will:
a. Provide and install a Spectracom Command Center NetClock time data receiver in the Communications Center equipment room in a Tiburon-provided equipment rack.
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b. Install a remote time display in the Communications Center.
C. Install a roof-mounted equipment antenna.
d. Interconnect the data outputs from the NetClock equipment to the CAD server and to City-
provided systems as defined in the Interface Control Document.
Work directly with all necessary third-party vendors as required in order to successfully complete
installation of the NetClock device and the connection/interfaces of that device to the other
devices in the City’s Communications Center as defined in the Interface Control Document. If,
after Tiburon exhausts efforts to obtain the necessary information, the City is unable to obtain the
information either, the parties will meet to discuss how best to proceed.
e.
f. Be responsible for any additional software or customizations to Tiburon-provided systems as
required to ensure all equipment properly accepts standard NetClock time synchronization data.
g. Test and demonstrate each device to confirm internal clock synchronization from the NetClock
time.
City will:
a.
b.
Provide a site adequate for the installation and use of all equipment to be installed.
Review any plans and related documentation provided by Tiburon or its subcontractor prior to
installation.
C. Work with Tiburon to schedule equipment installation to have the least impact on existing
operations.
Task 17 CAD Ancillary System Installation
Task Description:
After CAD has been successfully installed and is being prepared for the functional test phase, all
remaining ancillary systems will be installed. Depending upon the final CAD Project Schedule, one or
more of these systems may be installed at an earlier date if authorized by the City. These systems
include:
CARS - CAD Activity Reporting System
Strategic Incident Protocol (SIP)
Responsibilities include, but are not limited to:
Tiburon will:
a. Provide the software and services to install Tiburon and third-party licensed software.
b.
C.
d.
Install the applicable relational database software on the Tiburon-provided server equipment.
Configure the systems as applicable, according to the requirements of this Agreement.
Interface to the System network, according to the network configuration.
e. Provide a test SIP protocol script for the purposes of subsystem testing only, to be removed prior
to the entry of the City-defined protocol scripts.
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f. Provide all base CARS reports as deemed necessary by the City in order to fully test the
functionality and output of the CARS capability. Tiburon will also provide up to two days of on-site
assistance to develop additional reports at no additional cost to the City.
Test the operation of data transfer functions. 9.
h. Test the operation of the ancillary systems.
i. Ensure all testing is complete and the CARS application software operates correctly.
City will:
a. Be responsible for the definition, entry, accuracy and legal responsibilities associated with the SIP
protocol scripts.
b. With the assistance of Tiburon, be responsible for the definition and entry of City-required CARS
reports.
C. Work with Tiburon to test and verify the operation of the applicable systems within this task.
Task 18 Final CAD, AVL, Mobile Equipment Installation
Task Description:
All remaining computer, workstation, communications equipment and related components will be installed.
Responsibilities include, but are not limited to:
Tiburon will:
a. Provide the City with a list of all remaining equipment and third-party software to be delivered and
installed.
b. Provide, deliver and install all remaining equipment to be supplied by Tiburon as required by this
Agreement.
Install any remaining network, cabling and associated equipment for which Tiburon is responsible. C.
d. Complete the installation of the mobile and workstation equipment as necessary for CAD MDS
operations for all mobile units.
e. Install CAD workstations software on any remaining licensed workstations.
f. Provide the City with a complete inventory list of all equipment as installed. The inventory list will
include manufacturer’s name, model, serial number(s) and a detailed list of all components. The
inventory list will be provided in both hard copy and electronic format (Microsoft Word or Excel).
Task I9 CAD, MDS, Mobile Mapping and AVL Functional Testing
Task Description:
Following stand-alone testing of each individual system component, Tiburon will demonstrate the
applicable functions and features for all components of the CAD system, including interfaces, fixed and
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mobile mapping, and the mobile MDS. The "As Built" Documentation will serve as the guidelines for these
demonstrations. With Tiburon's support, City staff will perform functional testing of the individual
components of all systems and subsystems in accordance with the Acceptance Test Plan. The City may
perform any other tests that may be deemed necessary to clearly and conclusively demonstrate that the
System and each of the Major Subsystems and their related components and interfaces meet all of the
requirements of the Agreement. The City reserves the right to require all geofile work, table building, and
data entry tasks to be completed prior to the initiation of any Functional Testing.
Responsibilities include, but are not limited to:
Tiburon will:
a. Utilize the final, updated version of the "As Built" Documentation for purposes of functional testing.
b. Certify in writing that all applicable software and systems, including all related programming
tailoring, customization, and Documentation updates, are completed and ready for functional
testing.
C. Demonstrate the tailored and customized functions of the installed systems using the "As Built"
Documentation as a test guideline.
d. Review any discrepancies in functionality identified by the City.
e. Correct errors identified by the City and provide for re-testing.
f. Software and documentation will be modified by Tiburon prior to beginning the training program
for CAD as needed to correct any discrepancies as identified by the City.
9. Provide on-site support as required by the City during the functional test period.
City wil I :
a. Generate test data files needed for functional testing.
b. Use its best efforts to verify each function identified in the "As Built" Documentation as to its
operation as documented.
Use its best efforts to document each discrepancy between system functionality and the
requirements of this Agreement.
C.
d. Work with Tiburon to identify the type of correction needed to ensure that each system conforms
to the requirements of this Agreement.
Task 20 CAD, MDS, Mobile Mapping and AVL System Integration Testing
Task Description:
Following functional testing of each individual system component, Tiburon will demonstrate all internal and
external interfaces to ensure that the combined systems operate together as required by this Agreement.
With assistance from Tiburon, City staff will conduct the integration testing of CAD, MDS, Mobile Mapping,
and AVL.
Responsibilities include, but are not limited to:
Tiburon will:
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a. Certify in writing that all software and interfaces for CAD, MDS, Mobile Mapping, and AVL, including all programming, tailoring, customization, and Documentation updates, are completed
and ready for integration testing.
b. Demonstrate all inter-system communications between installed Tiburon systems and between
Tiburon and non-Tiburon systems, according to the "As Built" Documentation.
C. Demonstrate CAD and MDS operations.
d. Assist the City in testing each interface.
e. Review and repair any discrepancies, deficiencies or problems that are identified by the City as
part of this task.
f. Provide software or documentation modifications as needed to correct the discrepancies.
g . Provide on-site support as required during this test period.
h. Provide the City with a summary of the interfaces installed.
i. Provide the City with written certification that all interfaces and CAD, MDS, Mobile Mapping, AVL
installations are complete, have been fully tested by Tiburon and comply with all requirements of
this Agreement.
City shall:
a. Conduct test procedures and use their best efforts to verify all inter-system communications
between installed Tiburon systems and between Tiburon and non-Tiburon systems to ensure
conformance with the terms of this Agreement.
b. Document each discrepancy found between system functionality and the "As Built"
Documentation.
C. Work with Tiburon to identify the type of correction needed to ensure that each system conforms
to the requirements of this Agreement.
Task 27 CAD User Documentation and Training
Task Description:
This task shall not begin until Tiburon has delivered to the City corrected, updated "As Built"
documentation which reflects all tailoring and customization performed by Tiburon in previous tasks.
A user-training program (the Training Plan) will be developed exclusively for the City by Tiburon and
submitted to the City for review and approval. Once approved by the City, the training will be scheduled
and conducted to thoroughly train City personnel on the use of the CAD system and City technical
personnel on the operation and support of the installed CAD system. A set of user and technical documents will be provided for all installed systems.
With written approval from the City, certain training classes listed within this section may take place prior
to the general training task or in conjunction with the installation and integration of specific subsystems
(e.g., geographic systems, mobile computing systems, reporting systems).
Responsibilities include but are not limited to:
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Tiburon will:
a.
b.
C.
d.
e.
f.
Provide only their best-qualified trainers or approved subcontractors for training classes
purchased under this Agreement.
Provide on-site CAD training for City operational and technical personnel and other City staff
members for all Tiburon licensed software and 3rd party software purchased under this Agreement
and on a mutually agreed to schedule. Training will be provided on all standard City shifts, not to
exceed eight training hours per 24-hour period per Tiburon instructor.
Provide one (1) complete set of printed training materials, including lesson plans for the courses
in the form of reproducible black and white masters and electronic documents in Microsoft Word 2000 or higher format, based upon Tiburon’s documentation standard at the time of delivery.
Provide one (1) complete set of technical and user manuals for all Tiburon systems and 3‘‘ party
software installed in the form of reproducible black and white masters and electronic documents
in Microsoft Word 2000 or higher format, based upon Tiburon’s documentation standard at the
time of delivery.
Provide a training test to confirm understanding of the materials presented. The training courses
expected to be included this test are CAD call takeddispatcher training. If the City determines any
training session has not been effective, and Tiburon cannot demonstrate that the ineffectiveness
as due to factors within the City’s sole control, Tiburon will provide additional training at no cost to
the City, not to exceed a total of 100% of the training time budgeted per class type. Tiburon is not
liable for the actions of the users while using the System. The City remains responsible for the
actions of its users in the use of the System. The City will not use the test results as the exclusive
reason to declare any training has not been effective.
The number and duration of training classes are to be provided in three phases as follows:
0
0
Phase 1 - post-installation training prior to initial cutover
Phase 2 - refresher training, approximately three (3) months following Final System
Acceptance. (This is optional training that the City may or may not elect to acquire). Payment
for optional training will be payable upon completion of the optional training. All training
quotes listed herein are fixed price not to exceed).
Phase 3 - advanced training, approximately six (6) months following Final System
Acceptance. (This is optional training that the City may or may not elect to acquire. Payment
for optional training will be payable upon completion of the optional training. All training
quotes listed herein are fixed price not to exceed).
0
The “Type” column in the table below indicates the type of training:
“A” -- Tiburon will train all users in the general category of training, up to the total number of
classes and hours listed below for each specific class. If the total number of classes times the
standard number of attendees does not cover the number of City employees to be trained
additional classes can be purchased, or the City can support additional training in a train-the-
trainers mode. Each class shall not exceed 10 City employees per class.
“T” -- Tiburon will train a set of City trainers, and will then provide additional on-site assistance
during training conducted by the City’s trainers for a period up to fifty percent (50%) of the time
quoted for each Phase 1 class.
The “Time” column indicates the total class time in hours, per class.
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Classes that will have a final “test” to confirm understanding of the materials presented are noted
in the ”Training Class” column with a footnote of the number one (e.g. ’).
A
A
A
A
A
A
A
A
A
A
A
Training
Class
1
1
4
2
20
1
1
1
2
1
2
CAD General & Administrator Training
CAD Configuration File & Table Training
CAD Dispatcher/Call-Taker Training’
CAD Supervisor Supplementary Training
MDS User Training Class
MSS System Administration Training
Reformatter User Training
GCT User Training
CARS User Training
CAD ProQNSIP Training
,Crystal Reports Training
Training
Class
A
A
A
A
A
A
A
A
A
A
A
1 **
1 **
2
1
2
I*
1*
1*
1 **
0
0
Training
Class
1
CAD General & Administrator Training
AD Configuration File & Table Training
CAD Dispatcher/Call-Taker Training’
CAD Supervisor Supplementary Training
MDS User Training Class
MSS System Administration Training
Reformatter User Training
GCT User Training
CARS User Training
CAD ProQNSlP Training
Crystal Reports Training
CAD General & Administrator Training
CAD Configuration File & Table Training
CAD Dispatcher/CalI-Taker Training’
CAD Supervisor Supplementary Training
MDS User Training Class
MSS System Administration Training
Reformatter User Training
GCT User Training
CARS User Training
CAD ProQNSIP Training
Crystal Reports Training
1
Type
A
A
A
A
A
A
A
A
A
A
A
Phase 3
Number
of Courses
1*
1*
2
1
1
1*
I*
I*
1 **
0
0
Phase I
Hours
Per Course
40
24
24
4
2
20
16
16
20
12
16
Phase 2
Hours
Per Course
20
12
24
4
2
5
4
4
10
0
0
Phase 3
Hours
Per Course
10
6
24
4
2
5
4
4
10
0
0
Phase 1
Total
Time
40
24
96
8
40
20
16
16
40
12
32
Phase 2
Total
Time
20
12
48
4
4
5
4
4
10
0
0
Phase 3
Total
Time
10
6
48
4
2
5
4
4
10
0
0
**
* Subset of class to be addressed, approximately 50% of original scheduled Phase 1 time
Subset of class to be addressed, approximately 25% of original scheduled Phase 1 time
Page 25 of 30 August 25,2003 43
-
City of Carlsbad
Public Safetv Comwter Svstem Exhibit A Statement of Work
City will:
a. Provide suitable classroom facilities with computer workstation equipment for each staff member
participating in the training session.
b. Provide sufficient copies of the documentation provided by Tiburon to support all students in the
training classes.
C. Ensure that appropriate City training personnel are available to participate in the scheduled
training programs.
d. Provide any desired video taping equipment and services for the purpose of taping training
classes for the purpose of future training of City staff.
Task 22 CAD Initial System Performance Test
Task Description:
This is the City’s test and confirmation of CAD/Tl and Dispatch Mapping transaction response times to be
performed under simulated loading conditions, as defined by this Agreement. This task will not occur until
all documentation has been updated and delivered to the City and training has been completed for CAD
system users. The specific method and transaction mix will be developed by the City with assistance from
Tiburon, and testing methods will be further determined at the City’s discretion during the BPR Process,
and then reviewed and finalized by the City not sooner than thirty (30) calendar days prior to the start of
this test period.
Responsibilities include, but are not limited to:
Tiburon will:
a. Verify that the CAD system has satisfactorily completed the Functional Testing and Systems
Integration Testing tasks.
b. Working with the City, assist in the development of test scripts agreeable to the City for all
transactions to be entered and the rate of transaction entry. All test scripts and performance
requirements shall be in compliance with this Agreement.
C. Define and provide, with approval from the City, the measurement process to record the results of
the performance tests.
d. Assist the City in performing the test process.
e. Make any software and/or hardware modifications required in the event that CAD does not meet
the CAD/TI performance criteria as defined in this Agreement.
f. Assist the City on an as-need basis during the execution of this test process.
City will:
a. Provide the site and facilities necessary for the performance of this test.
b. Work with Tiburon to develop the final script of transactions to be tested.
C. Review and approve the measurement process to be used during this test.
6 cI Page 26 of 30 August 25,2003
- - ... City of Carlsbad
Public Safety Computer System Exhibit A Statement of Work
d. Provide City staff to enter data and CAD transactions of the type and at the rate defined within the
test script during the test period.
e. Perform the test with the assistance of Tiburon.
f. Review the results of the Performance Test, working with Tiburon to confirm test completion or
identify performance test shortfalls.
Task 23 MDS, Mobile Mapping and AVL Performance Test
Task Description :
This is the City’s test and confirmation of MDS, Mobile Mapping and AVL functional capabilities and
transaction response times to be performed under simulated loading conditions, as defined by this
Agreement. This task will not occur until all MDS, Mobile Mapping and AVL equipment has been
completely installed and initial training has been completed for Mobile/Mapping and AVL system users,
excluding any vehicles not made available to Tiburon and its subcontractor within 15 calendar days prior
to the start of this task. The specific method and transaction mix will be developed by the City with
assistance from Tiburon and testing methods will be further determined during the BPR Process, and then
reviewed and finalized by the City not sooner than thirty (30) calendar days prior to the start of this test
period.
Responsibilities include, but are not limited to:
Tiburon will:
a. Complete the installation of all MDS, Mobile Mapping and AVL equipment prior to the start of this
test.
b. Verify that the Mobile/Mapping and AVL components have satisfactorily completed the Functional
Testing and Systems Integration Testing tasks.
C. Define and provide, with approval from the City, the measurement process to record the results of
the performance tests
d. Define a test script agreeable to the City of all transactions to be entered and the rate of
transaction entry. All test scripts and performance requirements shall be in compliance with this
Agreement .
e. Assist the City in performing the test process.
f. Make any software and/or hardware modifications required in the event that Mobile/Mapping
and/or AVL do not meet the performance criteria as required by this Agreement.
g- Assist the City on an as-need basis during the execution of this test process.
City will:
a. Provide the site and facilities necessary for the performance of this test.
b. Work with Tiburon to develop the final script of transactions to be tested.
C. Review and approve the measurement process to be used during this test.
Page 27 of 30 August 25,2003 65
-
City of Carlsbad
Public Safetv ComPuter Svstem
-
Exhibit A Statement of Work
d. Provide City staff to enter data and Mobile/Mapping and AVL transactions of the type and at the
rate defined within the test script during the test period.
e. Perform the test with the assistance of Tiburon.
f. Review the results of the Performance Test, working with Tiburon to confirm test completion or
identifying performance test shortfalls.
Task 24 CAD, MDS, Mobile Mapping, and AVL Certification and Production Cutover
Task Description:
Tiburon will certify CAD, MDS, Mobile Mapping, and AVL for operational status and then assist the City in
placing each Major Subsystem into productive use in a live environment.
CAD will operate in a live environment for not less than forty-five (45) calendar days prior to production
cutover to MDS, Mobile Mapping, and AVL systems. However, if the CAD system operates without any
reported problems for a consecutive period of at least fifteen (1 5) calendar days, cutover to MDS, Mobile
Mapping, and AVL may occur sooner if mutually agreeable to both parties. If problems reported with CAD
are deemed unacceptable to the City during the initial fifteen (1 5) calendar day period, City may delay the
cutover to MDS, Mobile Mapping, and AVL until such time as the problems in CAD have been repaired.
Responsibilities include, but are not limited to:
Tiburon will:
a. Notify the City when CAD, MDS, Mobile Mapping, and AVL are certified and ready for production
operation.
b. Assist the City staff in placing CAD, MDS, Mobile Mapping, and AVL into a production status.
C. Monitor the initial operation of CAD, MDS, Mobile Mapping, and AVL and answer any operational
questions by the City.
Assist the staff in utilizing the system and the computer operations staff in supporting the system e.
f. Provide City with all remaining documentation and associated information required by this
Agreement for CAD, MDS, Mobile Mapping, and AVL and all associated System components.
City will:
a. Place the software into production at a mutually agreeable time following the completion of the
previous tasks and CAD, MDS, Mobile Mapping, and AVL system certification by Tiburon.
Task 25 CA D, MDS, Mobile Mapping, and AVL Preliminary Test
Task Description:
This task will begin on a date mutually agreeable to both parties, and will verify that CAD, MDS, Mobile
Mapping, AVL, and applicable interfaces demonstrate accurate and reliable operation in a production
environment including full compliance with all requirements as defined in this Agreement. This is a
Preliminary Test, to take place for at least thirty (30) calendar days following Production Cutover.
CAD will operate in a live environment for not less than forty-five (45) calendar days prior to production
cutover to MDS, Mobile Mapping, and AVL systems. However, if the CAD system operates without any
Page 28 of 30 August 25,2003 b
- -
City of Carlsbad
Public Safety Computer System Exhibit A Statement of Work
reported problems for a consecutive period of at least fifteen (15) calendar days, cutover to MDS, Mobile
Mapping, and AVL may occur sooner if mutually agreeable to both parties. If problems reported with CAD
are deemed unacceptable to the City during the initial fifteen (1 5) calendar day period, City may delay the
cutover to MDS, Mobile Mapping, and AVL until such time as the problems in CAD have been repaired.
Responsibilities include, but are not limited to:
Tiburon will:
a.
b.
C.
d.
e.
f.
g.
h.
Certify to the City in writing that all products have been delivered and all requisite tests have been
completed successfully.
Monitor the initial operation of CAD operationally, technically and functionally, for up to five (5)
calendar days following cutover and answer any operational questions by the City. Tiburon will
have staff on-site during this five-day period. In the event that significant problems occur during
the cutover period and the City determines additional on-site time is required, Tiburon will remain
on site at no additional cost until such time as the City deems Tiburon's on-site assistance is no
longer required.
Monitor the initial operation of MDS, Mobile Mapping, and AVL operationally, technically and
functionally, for up to two additional (2) calendar days following cutover and answer any
operational questions by the City. Tiburon will have staff on-site during this two-day period. In the
event that significant problems occur during the cutover period and the City determines additional
on-site time is required due to System related problems, Tiburon will remain on site at no
additional cost until such time as the City deems Tiburon's on-site assistance is no longer
required.
Respond to all problems or system failures detected within the time period required by this
Agreement
Respond to and correct all deficiencies identified within the time period required and in
accordance with the terms of this Agreement.
Support the system in the production environment to meet the requirements as defined by this
Agreement.
Provide written daily status reports on all reported problems explaining the corrective steps taken
(or to be taken) and projected time of completion of repair.
Provide a written report following this test period confirming that CADTTI, MDS, Mobile Mapping,
AVL and all related components have successfully met the requirements of this Agreement.
City wil I :
a. Utilize the CAD, MDS, Mobile Mapping, and AVL system in a production environment.
b. Monitor the operation of CAD, MDS, Mobile Mapping, and AVL.
C. Log occurrences of identified deficiencies and System failures.
d. Log identified functional variations from the "As Built? Documentation.
e. Contact Tiburon personnel in a timely manner in the event of system problems or failures.
f. Provide operational assistance to assist Tiburon in diagnosing and correcting any system
problems or failures detected as part of this task.
Page 29 of 30 August 25,2003 ,& f/
- I
City of Carlsbad
Public Safety Computer System Exhibit A Statement of Work
9. Perform system support operation tasks including backups of system data files.
Task 26 Final System Acceptance Test
Task Description:
Immediately following the successful completion of all preceding tasks and the delivery of all required
documentation, the CAD system and all associated equipment, components and subsystems will continue
in production operation in the Final System Acceptance Test phase of the Project. This test is for a
minimum sixty (60) calendar day period and will begin on the date mutually agreeable to both parties. The
Final System Acceptance Test will be conducted in a live environment and will be performed to verify
compliance with all terms and conditions of this Agreement.
Responsibilities include, but are not limited to:
Tiburon will:
a. Certify to the City in writing that all products have been delivered and all requisite tests have
completed successfully.
b. Provide City with all remaining documentation and associated information required by this
Agreement.
C. Respond to all problems or System failures detected within the time period required by this
Agreement.
d. Respond and correct all errors, problems and/or deficiencies in the "As Built" Documentation as
identified by the City within the time period required by this Agreement.
e. Respond and correct all errors, problems andlor deficiencies in any System component(s) as
identified by the City within the time period required by this Agreement.
f. Assist the City on an as-needed basis throughout the duration of this task.
City will:
a. Perform all tests necessary for this task.
b. Notify Tiburon of any identified errors, problems or deficiencies in either the "As Built"
Documentation or any System component(s).
Support Tiburon in the remote diagnosis, correction and testing of any system errors or
deficiencies.
C.
Page 30 of 30 August 25,2003 68
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83
EXHIBIT D
An lton Mountain Company
FlexSAFE Agreement
FlexSAFE is an uncomplicated, two-party agreement between the depositor and DSI that requires no
customer signature or approval. It was developed to meet the depositor's particular needs in an easy and
cost-effective way. In addition, it meets the requirements of a beneficiary mainly concerned about a
depositor's bankruptcy. With FlexSAFE, DSI notifies the beneficiary that an escrow account has been
established and sends semi-annual status reports to all parties.
Purpose
DSI's FlexS'E Agreement is generally used when:
Both parties agree that a basic level escrow protection is needed.
The beneficiary does not want to sign the escrow agreement.
The beneficiary is mainly concerned with bankruptcy as a condition to release deposit materials.
The depositor wants to have control of the release of deposit materials.
The escrow investment needs to be at a minimum.
Features
FlexSAFE customers benefit from these unique features:
Cost-effective escrow protection.
Standard terms and conditions that require no negotiation.
The beneficiary may file directly with DSI for a release under bankruptcy.
DSI direct billing to beneficiary.
Deposit inspection with signed receipt for the depositor.
Audit trail of deposit created through inspection, date stamping of all deposit materials.
Semiannual account histories listing all deposit activity sent to all parties.
Atlanta Boston Chicago *Dallas San Diego San Francisco
For More Information Call: (800) 962-0652 or Visit Us At www.dsiescrow.com or www.ironmountain.com
01983,2003 DSI F03vl
- .-
r LEXSAFE ESCROW AGREEMENT
Deposit Account Number
This agreement (‘Agreement”) is effective 9 20 between DSI
Technology Escrow Services, Inc. (“DSI”) and
(“Depositor”), who collectively may be referred to in this Agreement as the parties (“Parties”)
and who are more fully identified in Exhibit A.
A. Depositor and Depositor’s client have entered or will enter into a license agreement,
development agreement, andor other agreement regarding certain proprietary technology of
Depositor (referred to in this Agreement as the “License Agreement”).
B.
limited circumstances.
Depositor desires to avoid disclosure of its proprietary technology except under certain
C.
administration and controlled access of the proprietary technology materials of Depositor.
Depositor desires to establish an escrow with DSI to provide for the retention,
D.
to 11 United States [Bankruptcy] Code, Section 365(n).
The parties desire this Agreement to be supplementary to the License Agreement pursuant
ARTICLE1 -- DEPOSITS
1.1 Upon the signing of this Agreement by the parties,
Depositor shall deliver to DSI the proprietary technology and other materials (“Deposit
Materials”) to be deposited under this Agreement.
Obligation to Make Deposit.
1.2 Identification of Tangible Media. Prior to the delivery of the Deposit Materials to DSI,
Depositor shall conspicuously label for identification each document, magnetic tape, disk, or
other media upon which the Deposit Materials are written or stored. Additionally, Depositor
shall complete Exhibit B to this Agreement by listing each such media by the item label
description, the type of media and the quantity. Exhibit B shall be signed by Depositor and
delivered to DSI with the Deposit Materials. Unless and until Depositor makes the initial deposit
with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to
notify Depositor regarding the status of the account as required in Section 3.2.
1.3 When DSI receives the Deposit Materials, DSI will conduct a
visual deposit inspection. At completion of the deposit inspection, if DSI determines that the
labeling of the media matches the item descriptions and quantity on Exhibit B, DSI will date and
sign Exhibit B and mail a copy thereof to Depositor. If DSI determines that
the labeling does not match the item descriptions or quantity on Exhibit B, DSI will (a) note the
discrepancies in writing on Exhibit B; (b) date and sign Exhibit B with the exceptions noted; and
(c) mail a copy of Exhibit B to Depositor. DSI’s acceptance of the deposit occurs upon the
signing of Exhibit B by DSI. OTHER THAN DSI’S INSPECTION OF THE DEPOSIT
MATERIALS, DSI SHALL HAVE NO OBLIGATION TO THE ACCURACY,
THE DEPOSIT MATERIALS.
0 1983,2003 DSI www.dsiescrow.com F03vl $6
Acceptance of Deposit.
COMPLETENESS, FUNCTIONALITY, PERFORMANCE OR NON-PERFORMANCE OF
1.4 Depositor's Representations. Depositor represents as follows:
a. Depositor lawhlly possesses all of the Deposit Materials deposited with DSI;
b. With respect to all of the Deposit Materials, Depositor has the right and authority
to grant to DSI the rights as provided in this Agreement;
C. As of the effective date of this Agreement, the Deposit Materials are not the subject
of any liens or encumbrances; however, any liens or encumbrances made after the
execution of this Agreement will not prohibit, limit, or alter the rights and
obligations of DSI under this Agreement; and
d. The Deposit Materials are readable and useable in their current form or, if any
portion of the Deposit Materials is encrypted, the decryption tools and decryption
keys have also been deposited.
1.5 Daosit UDdates. Updates to the Deposit Materials will be added to the existing deposit.
All deposit updates shall be listed on a new Exhibit B and Depositor shall sign the new Exhibit
B. Each Exhibit B will be held and maintained separately within the escrow account. An
independent record will be created which will document the activity for each Exhibit B. Any
deposit updates shall be held in accordance with Sections 1.2 through 1.4. All references in this
Agreement to the Deposit Materials shall include the initial Deposit Materials and any updates.
1.6
only on written instructions signed by Depositor or as otherwise provided in this Agreement.
Removal of Deposit Materials. The Deposit Materials may be removed and/or exchanged
ARTICLE 2 -- I?LEXSAJ?E BENEFICIARY ENROLLMENTS
2.1 FlexSAFE Enrollment(s). After DSI's acceptance of the Deposit Materials, Depositor
may enroll one or more beneficiaries ("FlexSAFE-Beneficiary") under this Agreement.
Depositor will execute and submit to DSI a FlexSAFE Beneficiary Enrollment document,
referenced in this Agreement as Exhibit T, listing each beneficiary to be enrolled as a FlexSAFE
Beneficiary under the Agreement. Upon DSI's receipt of Exhibit T or any additional Exhibit T
thereto, DSI will issue an enrollment letter and a copy of this Agreement to the FlexSAFE
Beneficiary.
ARTICLE 3 -- CONFIDENTIALITY AND RECORD KEEPING
3.1 Confidentiality. DSI shall have the obligation to reasonably protect the confidentiality of
the Deposit Materials. Except as provided in this Agreement or any subsequent agreement
between the Parties, DSI shall not disclose, transfer, make available or use the Deposit Materials.
DSI shall not disclose the terms of this Agreement to any third party. If DSI receives a subpoena
or any other order from a court or other judicial tribunal pertaining to the disclosure or release of
the Deposit Materials, DSI will immediately notify the parties to this Agreement unless
prohibited by law. It shall be the responsibility of Depositor and/or FlexSAFE Beneficiary to
challenge any such order; provided, however, that DSI does not waive its rights to present its
F03v1 4'1 Page 2 www.dsiescrow.com
position with respect to any such order. DSI will not be required to disobey any order from a
court or other judicial tribunal, including, but not limited to, notices delivered pursuant to Section
8.6 below.
3.2 Status Reports. DSI shall provide to Depositor and FlexSAFE Beneficiary a report
profiling the account history semi-annually. Depositor will notify DSI if the account history is
not to be provided to FlexSAFE Beneficiary.
ARTICLE 4 -- RIGHT TO MAKE COPIES
4.1 Right to Make Copies. DSI shall have the right to make copies of the Deposit Materials as
reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and
other proprietary notices and titles contained on the Deposit Materials onto any copies made by
DSI. With all Deposit Materials submitted to DSI, Depositor shall provide any and all instructions
as may be necessary to duplicate the Deposit Materials including but not limited to the hardware
and/or software needed. Any copying expenses incurred by DSI as a result of a request to copy will
be borne by the party requesting the copies. Alternatively, DSI may notify Depositor requiring its
reasonable cooperation in promptly copying the Deposit Materials in order for DSI to perform this
Agreement.
ARTICLE 5 -- RELEASE OF DEPOSIT
5.1 Upon receipt by DSI of Written
instruction(s) directly from Depositor, Depositor’s trustee in bankruptcy or a court of competent
jurisdiction, DSI will release a copy of the Deposit Materials to the FlexSAFE Beneficiary
identified in the instruction(s). However, DSI is entitled to receive any fees due DSI before
making the release. FlexSAFE Beneficiary’s enrollment will terminate upon the release of the
Deposit Materials held by DSI.
Release of Deposit Upon Depositor’s Instruction.
5.2 Filing for Release of Deposit by FlexSAFE Beneficiary.
a. Upon notice to DSI by FlexSAFE Beneficiary of the occurrence of a release
condition as defined in Section 5.3, DSI shall provide Depositor with a copy of
FlexSAFE Beneficiary‘s notice by commercial express mail. Such notice from
FlexSAFE Beneficiary will be signed and on company letterhead. From the date
DSI mails the notice requesting release of the Deposit Materials, Depositor shall
have sixty (60) days to deliver to DSI contrary instructions (“Contrary
Instructions”).
Contrary Instructions shall mean the written representation by Depositor that a
Release Condition has not occurred or has been cured. Such notice shall be
signed and on company letterhead. Upon receipt of Contrary Instructions, DSI
shall send a copy of the Contrary Instructions to FlexSAFE Beneficiary by
commercial express mail. Additionally, DSI shall notify both Depositor and
FlexSAFE Beneficiary that there is a dispute to be resolved pursuant to Section
8.4. Subject to Section 6.3, DSI will continue to store the Deposit Materials
Page 3 www.dsiescrow.com F03v1 Be
without release pending (a) joint instructions from Depositor and FlexSAFE
Beneficiary; (b) dispute resolution pursuant to Section 8.4; or (c) order of a court.
b. If no Contrary Instructions are given to DSI, Depositor agrees that DSI shall
deliver a copy of the Deposit Materials to the FlexSAFE Beneficiary who
provides DSI with all of the following:
1.
2.
3.
4.
5.
Copy of the current License Agreement between Depositor and FlexSAFE
Beneficiary;
Written demand that a copy of the Deposit Materials be released and
delivered to FlexSAFE Beneficiary;
Written notice that the copy of the Deposit Materials being released to
FlexSAFE Beneficiary only be used as permitted under the License
Agreement;
Specific delivery instructions along with any fees due DSI; and
Written notice that the release of the copy of the Deposit Materials is
pursuant to 11 United States Code Section 365(n) or other applicable federal
or state bankruptcy, insolvency, reorganization or liquidation statute.
5.3 Release Conditions. As used in this Agreement, "Release Condition" shall mean the
existence of any one or more of the following circumstances, uncorrected for more than thirty
(30) days:
a. Entry of an order for relief under 11 of the United States Bankruptcy Code;
b. The making by Depositor of a general assignment for the benefit of creditors;
c. The appointment of a general receiver or trustee in bankruptcy of Depositor's
business or property; or
d. Action by Depositor under any state or federal insolvency or similar law for the
purpose of its bankruptcy, reorganization, or liquidation.
5.4 Right to Use Following Release. Unless otherwise provided in the License Agreement,
upon release of the Deposit Materials in accordance with this Article 5, FlexSAFE Beneficiary
shall have the right to use the Deposit Materials for the sole purpose of continuing the benefits
afforded to FlexSAFE Beneficiary by the License Agreement. FlexSAFE Beneficiary shall be
obligated to maintain the confidentiality of the released Deposit Materials.
ARTICLE 6 -- TERM AND TERMINATION
6.1 Term of Agreement. The initial term of this Agreement is for a period of one (1) year.
Thereafter, this Agreement shall automatically renew from year to year unless (a) Depositor
Page 4 www.dsiescrow.com
F03v1 ss
- -
instructs DSI in writing td the Agreement is terminated; (b) US1 instructs Depositor and
FlexSAFE Beneficiary in Writing after its renewal date that the Agreement is terminated for
nonpayment in accordance with Section 6.3; or (c) DSI reserves the right to terminate this
Agreement, for any reason, other than nonpayment, by providing Depositor and FlexSAFE
Beneficiary sixty (60) days written notice of its intent to terminate this Agreement. If the Deposit
Materials are subject to another escrow agreement with DSI, DSI reserves the right, after the initial
one year term, to adjust the anniversary date of this Agreement to match the then prevailing
anniversary date of such other escrow arrangements.
6.2 Term of FlexSAFE Enrollment. Upon receipt by DSI of Depositor's executed Exhibit T,
the FlexSAFE Beneficiary will be enrolled for an initial term of one (1) year, unless this
Agreement terminates earlier, causing the FlexSAFE Beneficiary enrollment to terminate.
Subsequent enrollment terms may be adjusted to the anniversary date of this Agreement and shall
automatically renew from year-to-year unless (a) Depositor instructs DSI in writing to terminate
the FlexSAFE Beneficiary enrollment; (b) FlexSAFE Beneficiary instructs DSI in writing to
terminate the FlexSAFE Beneficiary; or (c) the enrollment is terminated by DSI for nonpayment
in accordance with Section 6.3.
6.3 Termination for Nonpayment. In the event of the nonpayment of fees owed to DSI, DSI
shall provide written notice of delinquency to all parties to this Agreement. Unless Depositor has
instructed DSI to terminate FlexSAFE Beneficiary pursuant to Section 6.2(a), Depositor or
FlexSAFE Beneficiary shall have the right to make the payment to DSI to cure the default. If the
past due payment is not received in full by DSI within one (1) month of the date of such notice,
then DSI shall have the right to terminate this Agreement at any time thereafter by sending
written notice of termination to all parties. DSI shall have no obligation to take any action under
this Agreement so long as any payment due to DSI remains unpaid.
6.4 Disposition of Deposit Materials Upon Termination. Subject to the foregoing termination
provisions, and upon termination of this Agreement, DSI shall destroy, return, or otherwise
deliver the Deposit Materials in accordance with Depositor's instructions. If there are no
instructions, DSI may, at its sole discretion, destroy the Deposit Materials or return them to
Depositor. DSI shall have no obligation to destroy or return the Deposit Materials if the Deposit
Materials are subject to another escrow agreement with DSI or have been released to the
FlexSAFE Beneficiary in accordance with Section 5.2.
6.5
following provisions of this Agreement shall survive:
Survival of Terms Following Termination. Upon termination of this Agreement, the
a. The obligations of confidentiality with respect to the Deposit Materials;
b. The obligation to pay DSI any fees and expenses due;
c. The provisions of Article 8; and
d. Any provisions in this Agreement which specifically state they survive the
termination of this Agreement.
ARTICLE7 -- DSI'SFEES
Page 5 www.dsiescrow.com F03vl 70
7.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses applicable to the
services provided. DSI shall notify the party responsible for payment of DSI’s fees at least sixty
(60) days prior to any increase in fees. For any service not listed on DSI’s standard fee schedule,
DSI will provide a quote prior to rendering the service, if requested.
7.2 Pavment Terms. DSI shall not be required to perform any service, including release of any
Deposit Materials under Article 5, unless the payment for such service and any outstanding
balances owed to DSI are paid in full. Initial fees are due upon receipt of a signed contract or
receipt of the Deposit Materials whichever is earliest. Payments on all renewal and services
invoices are due net thirty (30) days from date of invoice. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 6.3.
ARTICLE 8 -- LIABILITY AND DISPUTES
8.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction, instrument,
or signature reasonably believed by DSI to be genuine. DSI may assume that any employee of
Depositor or FlexSAFE Beneficiary who gives any written notice, request, or instruction has the
authority to do so. DSI will not be required to inquire into the truth or evaluate the merit of any
statement or representation contained in any notice or document. DSI shall not be responsible for
failure to act as a result of causes beyond the reasonable control of DSI.
8.2 Indemnification. Depositor agrees to indemnify, defend and hold harmless DSI from any
and all claims, actions, damages, arbitration fees and expenses, costs, attorneys fees and other
liabilities (“Liabilities”) incurred by DSI relating in any way to this escrow arrangement, except
where it is adjudged that DSI acted with gross negligence or willful misconduct.
8.3 Limitation of Liability. In no event will DSI be liable for any incidental, indirect, special,
exemplary, punitive or consequential damages, including, but not limited to, damages (including
loss of data, revenue, and/or profits), costs or expenses (including legal fees and expenses),
whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement;
and in no event shall the collective liability of DSI exceed ten times the fees paid under this
Agreement. The foregoing limitation of liability does not apply with respect to .any acts of gross
negligence, personal injury claims, property damage claims (excluding the Deposit), or
intellectual property infringement.
8.4 Dismte Resolution. Any dispute relating to or arising from this Agreement shall be
submitted to, and settled by arbitration by a single arbitrator chosen by the San Diego Regional
Office of the American Arbitration Association in accordance with the Commercial Rules of the
American Arbitration Association. The arbitrator shall apply California law. Unless otherwise
agreed by Depositor and FlexSAFE Beneficiary, arbitration will take place in San Diego,
California, U.S.A. Any court having jurisdiction over the matter may enter judgment on the award
of the arbitrator. Service of a petition to confirm the arbitration award may be made by First Class
mail or by commercial express mail, to the attorney for the party or, if unrepresented, to the party at
the last known business address. If however, Depositor and/or FlexSAFE Beneficiary refuse to
submit to arbitration, the matter shall not be submitted to arbitration and DSI may submit the matter
to any court of competent jurisdiction. Unless adjudged otherwise, any costs of arbitration incurred
F03v1 sl Page 6 www.dsiescrow.com
by DSI, including reasonable attorney’s fees and costs, shall be divided equally and paid by
Depositor and FlexSAFE Beneficiary.
8.5
laws of the State of California, without regard to its conflict of law provisions.
Controlling Law. This Agreement is to be governed and construed in accordance with the
8.6 Notice of Requested Order. If any party intends to obtain an order from the arbitrator or
any court of competent jurisdiction, which may direct DSI to take, or refrain from taking any
action, that party shall:
a. Give DSI at least five (5) business days prior notice of the hearing;
b. Include in any such order that, as a precondition to DSrs obligation, DSI be paid
in full for any past due fees and be paid for the reasonable value of the services
to be rendered pursuant to such order; and
c. Ensure that DSI not be required to deliver the original (as opposed to a copy) of
the Deposit Materials if DSI may need to retain the original in its possession to
fulfill any of its other duties.
ARTICLE 9 -- GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement, which includes Exhibits described herein, embodies
the entire understanding between the parties with respect to its subject matter and supersedes all
previous communications, representations or understandings, either oral or written. DSI is not a
party to the License Agreement between Depositor and FlexSAFE Beneficiary and has no
knowledge of any of the terms or provisions of any such License Agreement. DSI’s only
obligations to Depositor or FlexSAFE Beneficiary are as set forth in this Agreement. No
amendment or modification of this Agreement shall be valid or binding unless signed by both
parties hereto, except Exhibit T need not be signed by DSI and Exhibit A need not be signed by
either party.
9.2 Notices. All notices sent pursuant to Articles 5 and 6 and any Deposit Materials shall be
delivered by commercial express mail or sent by certified mail, return receipt requested. All
other correspondence including invoices, payments, documents and communications shall be
sent First Class US. mail and given to the parties at the addresses specified in the attached
Exhibit A. It shall be the responsibility of the parties to notify each other as provided in this
Section in the event of a change of physical address or e-mail address. The parties shall have the
right to rely on the last known address of the other parties. Any correctly addressed notice or last
known address of the other parties that is relied on herein that is refused, unclaimed, or
undeliverable because of an act or omission of the party to be notified as provided herein shall be
deemed effective as of the first date that said notice was refused, unclaimed, or deemed
undeliverable by the postal authorities by mail, through messenger or commercial express delivery
services.
9.3 Severability. In the event any provision of this Agreement is found to be invalid or
unenforceable, the parties agree that unless it materially affects the entire intent and purpose of
this Agreement, such invalidity or unenforceability shall affect neither the validity of this
Page 7 www.dsiescrow.com F03vl 4>
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Agreement nor the remainhg provisions herein, and the provision in question shall be deemed to
be replaced with a valid and enforceable provision most closely reflecting the intent and purpose
of the original provision.
9.4 Successors and Assims. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no obligation in
performing this Agreement to recognize any successor or assign of Depositor unless DSI receives
clear, authoritative and conclusive written evidence of the change of parties.
9.5 Waiver. Any term of this Agreement may be waived by the party entitled to the benefits
thereof, provided that any such waiver must be in writing and signed by the party against whom the
enforcement of the waiver is sought. No waiver of any condition, or breach of any provision of this
Agreement, in any one or more instances, shall be deemed to be a further or continuing waiver of
such condition or breach. Delay or failure to exercise any right or remedy shall not be deemed the
waiver of that right or remedy.
9.6 Rermlations. Depositor is responsible for and warrants compliance with all applicable
laws, rules and regulations, including but not limited to customs laws, import, export, and re-
export laws and government regulations of any country fiom or to which the Deposit Materials
may be delivered in accordance with the provisions of this Agreement.
9.7 Attornev’s Fees. In any litigation or other proceeding by which one party either seeks to
enforce its rights under this Agreement (whether in contract, tort, or both) or seeks declaration of
any rights or obligations under this Agreement (whether in contract, tort, or both), the prevailing
party who has proven in court by court decree, judgment or arbitrator’s decision that the other party
has materially breached its representation andor warranty under this Agreement shall be awarded
reasonable attorneys’ fees, together with any costs and expenses, to resolve the dispute and to
enforce final judgement.
9.8 No Third Party Rights. This Agreement is made solely for the benefit of the Depositor and
any enrolled FlexSAFE Beneficiaries to this Agreement and their respective permitted successors
and assigns, and no other person or entity shall have or acquire any right by virtue of this
Agreement unless otherwise agreed to by all the parties hereto.
9.9 Authoritv to Sign. Each of the Parties herein represents and warrants that the execution,
delivery, and performance of this Agreement has been duly authorized and signed by a person
who meets statutory or other binding approval to sign on behalf of its business organization as
named in this Agreement.
9.10
which shall be an original, but all of which together shall constitute one instrument.
Counterparts. This Agreement may be executed in any number of counterparts, each of
DSI Technology Escrow Services, Inc.
Depositor
Page 8 www.dsiescrow.com F03vl 43
By: By:
Name: Name:
Title: Title:
Date: Date:
Page 9 www.dsiescrow.com F03vl 44
EXHIBIT A
DESIGNATED CONTACT
Deposit Account Number
Notices, deposit material returns and
communications to Depositor should
be addressed to:
Invoices to Depositor should be
addressed to:
Company Name:
Address:
Designated Contact:
Telephone:
Facsimile:
E-mail:
Contact:
Requests from Depositor to change the designated contact should be given in writing by the
designated contact or an authorized employee.
DSI has two Operations Centers to serve
you. Agreements, Deposit Materials and
notices to DSI should be addressed to:
(select location)
All invoice fee remittances to DSI should be
addressed to:
8 Attn: Client Services
9265 Sky Park Court, Suite 202
San Diego, CA 92123
Telephone: (858) 499-1600
Facsimile: (85 8) 694- 1 9 19
E-mail: clientservices@dsiescrow.com
DSI Technology Escrow Services, Inc.
PO Box 27131
New York, NY 10087-7131
Or
8 Attn: Client Services
2100 Norcross Parkway, Suite 150
Norcross, GA 30071
Telephone: 770-239-9200
Facsimile: 770-239-9201
E-mail: clientservices@dsiescrow.com
Date:
Page 10 www.dsiescrow.com F03vl 45
EXHIBIT B
DESCRIPTION OF DEPOSIT MATERIALS
Depositor Company Name
Deposit Account Number
Product Name Version
(Product Name will appear as Exhibit B Name on Account History report)
DEPOSIT MATERIAL DESCRIPTION:
Quantity Media Type & Size Label Description of Each Separate Item
Disk 3.5” or
DAT tape mm
CD-ROM
Data cartridge tape
TK 70 or tape
Magnetic tape
Documentation
Other
PRODUCT DESCRIPTION:
Environment
DEPOSIT MATERIAL INFORMATION:
Is the media or are any of the files encrypted? Yes / No If yes, please include any passwords
and the decryption tools.
Encryption tool name Version
Hardware required
Software required
Other required information
I certify for Depositor that the above described
Deposit Materials have been transmitted to DSI:
DSI has visually inspected and accepted the
above materials (any exceptions are noted
above):
Signature: Signature:
Print Name: Print Name:
Date: Date Accepted:
E-mail: Exhibit B#:
Page 11 www.dsiescrow.com Gib F03vl
EXHIBIT T
FLEXSAFE BENEFICIARY ENROLLMENT
Deposit Account Number
Pursuant to the FlexSAFE Escrow Agreement ("Agreement"), Depositor hereby enrolls the
following as a FlexSAFE Beneficiary:
The semiannual Status Reports referred to in Article 3, Paragraph 3.2 will continue to be
provided to this FlexSAFE Beneficiary until Depositor and this FlexSAFE Beneficiary jointly
notifl DSI in writing to discontinue providing them. In addition, as to this FlexSAFE
Beneficiary, this Agreement shall not terminate under Article 6, Paragraph 6.l(a) unless
Depositor and this FlexSAFE beneficiary jointly instruct DSI in writing that the Agreement is
terminated. Similarly, this FlexSAFE Beneficiary's enrollment shall not be terminated under
Article 6, Paragraph 6.2(a) unless Depositor and this FlexSAFE Beneficiary jointly instruct DSI
in writing to terminate this FlexSAFE Beneficiary's enrollment.
Notices and communications to FlexSAFE
Beneficiary should be addressed to:
Company Name: City of Carlsbad, CA
Address:
Designated Contact: Sr Systems Administrator
Telephone:
Facsimile:
E-mail:
Depositor
By:
Name:
Title:
Date:
Invoices to FlexSAFE Beneficiary should be
addressed to:
Contact:
P.O.#, if required:
Page 12 www.dsiescrow.com
F03v1 w
Exhibit E
INTERFACE
CONTROL
DOCUMENT
Version 4.0
City of Carlsbad
August 20,2003
Tiburon, Inc.
39350 Civic Center Drive
Fremont CA 94538
_- --
Tiburon Proprietary
This document contains commercial or financial
information or trade secrets of Tiburon, Inc. which
are confidential and exempt from disclosure to the
public under the Freedom of Information Act, U.S.C.
552(b)(4), and unlawful disclosure thereof is a
violation of the Trade Secrets Act, 18 U.S.C. 1905.
Public disclosure of any information or trade
secrets shall not be made without the prior written
permission of Tiburon, Inc.
I
City of Carlsbad
1
2
3
4
5
6
7
a
9
Table of Contents
E9-1-1
Strategic Incident Protocol (SIP)
Synchronized Time Source
Push-to-Talk, Emergency Display (SIMS-II)
Alphanumeric Paging Interface
CLETSSUN Interface
AVL Interface
CAD-to-Map and Map-to-CAD Interface
MDS-to-Mobile Map Interface
Interface Control Document Version 4
6
11
14
16
ia
20
22
27
30
10 Phase II Cellular Interface 32
34
12 MDC Wireless Network Interface (Motorola RNC) - OPTION 35
11 MDC Wireless Network Interface (CDMNGPRS)
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page3 100
City of Carlsbad
Version Date Author
1 .o 04/22/02 Darrell Richards
2.0 11/26/02 Darrell Richards
3 .O 2/20/03 Darrell Richards
4.0 05/05/03 Trish Layne
hllerface Control Document Version 4
Description of Changes
Final ICD for contract.
Additional updates for contract.
Update bar code description to reflect Tiburon
providing bar code equipment.
Remove all not applicable interface
descriptions; move optional interfaces to end.
Publication History
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page4 10 I
City of Carlsbad biterface Control Document Version 4
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page 5 102
City of Carlsbad
-
Interface Control Document Version 4
I E9-1-1
CAD/Ti supports an online interface to the local MALI telephone controller, from which the
information made available in response to the receipt of a 9 1 1 telephone call can be received by CAD.
The interface takes place at the CAD server - a direct serial line connects the ANUM1 controller and the
CAD server.
Upon receipt of a 91 1 phone call, it is logged locally by the telephone system. When the call is answered
by a call taker, the M.ALI controller then sends the caller’s information to the CAD system,
identifying the specific position that has answered the call. CAD/Ti matches this position with the CAD
workstation identification and then parses the complete ANYALI data stream, displaying the primary
E9 1 1 information at the bottom of the call entry form.
The call taker then has the ability to accept this information as the location of the incident, as the caller’s
location if different from the incident, or neither. If neither, the call taker manually enters the correct
incident and, as applicable, the caller’s address and phone number.
In either case, call entry then proceeds in a common manner, where the incident location is then verified
against the geographic files, and if accepted, the call is entered. Otherwise, the call taker must either
correct the location information or “force” the location information as entered.
The MALI data is also stored locally at each CAD workstation, providing the call taker the ability to
review the most recent and the previous eight (8) MALI calls.
The local telephone control unit must be configured to provide this information to the CAD system via a
serial connection. The telephone system logs the ANI information (e.g., call ring time, number of rings,
hangup time, etc.) This information is not used by CAD.
Additional and more detailed information is provided on the following pages.
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page6 103
City of Carlsbad elLerface Control Document Version 4
Interface Summary
Tiburon System
Interface
Interface Name I E411 I
Standard interface to existing ANllALl system
ASCII interface software, tailored to meet local formats
C External System
Interface
Protocols Asynchronous 9600 baud ASCII
Tiburon Hardware
Interface
Tiburon Tasks
City Tasks
Comments
Standard ALI CAD interface from Plant Vesta telco system, with local
connection to CAD server equipment
CAD server serial adapter
Install software interface to CAD
Provide ALI controller interface CAD server as serial connection.
Only ALI information is passed to CAD/Ti. ANI information (answer
time, number of rings, etc.) are not stored by CADITI.
name and telephone information is moved to the designated fields in
either case. :
The following pages provide sample event entry screens, showing the
display of the ANllALl information at the fields at the bottom. Pressing a
function key (F2) moves this to the incident Location field; pressing
another (Shift-F2) moves it to the caller’s Address field. The caller’s
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page7 /oL/
City of Carlsbad LlLerface Control Document Version 4
Sample Event Entry Screen with E911 Information (at bottom)
The E9-1-1 information is moved to the applicable entry fields by operator request. This example shows
the population of the incident Location field, the E9-1-1 Subscriber name to the Comp field, the E9-1-1
phone to the Phone field, and the E9-1-1 Source to the Source field, in response to pressing a designated
function key, typically F2:
Location:
Info:
N me:
RPaddr:
Comment:
Address verified as:
805 NUEVA VISTA DR,PS
near ARROYO VISTA DR
Block: Y31 Group: : PD
Address: phone: 760/282-3178
Subscriber: FROOKS, LESLIE & LOIS Source: Pilot: -212-3178
Tiburon Proprietary
~ Tiburon, Inc. August 20,2003 Page 8 1. -
City of Carlsbad lnterface Control Document Version 4
The following example reflects the request to move the E9-1-1 Address to the Caller’s Address field, the
E9-1-1 Subscriber name to the Comp field, the E9-1-1 phone to the Phone field, and the E9-1-1 source to
the Source field, in response to pressing a designated function key, typically Shift-F2:
Info:
Name: BROOKS, LESLIE & LOIS
RPaddr: 80 5 NUEVA VISTA , PS
Comment:
I ~9 911 Duplicates r Address Duplicates r SavedlCreate Calls
Address: Fh: ]760/282-3178
Subscriber: [BROOKS, LESLIE & LOIS Source: pi: 1212-3178
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page9 * ..
City of Carlsbad Lricerface Control Document Version 4
The Call Entry form has a “91 1 Info” tab, divided into 2 display areas, one containing the fill ALI
information and the other is a summary list of the last 7 calls answered at the position in chronological
order with the most current call first. The ALI information from the summary list may be displayed in
the ALI portion of the tab by selecting the call number by mouse or using the appropriate At1 + number
combination.
An example of the 9 1 1 Info tab display is illustrated below.
RPaddr: Source: 1- Phone: 1-
CommSnt:
r 1 1043 r 2 1 043
f 4 10:43
r _S la43
C 10.43 7601292.26130 15611 TIPTON .PS r 8 la42
760/282-3178 805 NUEVA VISTA ,PS
760/285-8195 3624 E VIA ESCUEIA #A ,PS
r 2 1043 760/929-9409 13619 STAGE STOP .PS
760/292*2600 15611 TIPTOPI RS
7W255.7536 5003 CaUE W RAPHAEL
760A47-7553 814AVENIDA OWOS ,E
647-7553 G [! la43 760647-7553 814AVENIDAOUVOS Rs
r 3 lU42 760/929-9409 13619 STAGE STOPJ’S A
Address: Phone: 17 6 01647-7553
Subscriber: [BOCCI, GUIDO Source: I-- Pi: 1647-7553
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page 10 (1 ofi
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City of Carlsbad
2 Strategic Incident Protocol (SIP)
-
hamface Control Document Version 4
The CAD/Ti Workstation supports either commercially availa,.d protocol scripts or user-written protocol
scripts. This project includes the integration of user-written scripts for any type of service.
The user accesses the SIP protocol script by clicking on the Protocol tab (or entering alt-t), where the
protocol i s processed directly in this tab. The user then completes the script before the Event Entry
window can be used for another call.
The call taker may enter the call for dispatch at any time. The script must be completed, however, before
the event entry process is considered complete. Upon completion of the script processing, the SIP
subsystem transfers the script dialog from the workstation to the server. The dialog can then be stored as
a data segment within the call history.
Additional and more detailed information is provided on the following pages.
Tiburon Proprietary
Tiburon, Jnc. August 20,2003 Page 11
City of Carlsbad hlcerface Control Document Version 4
Ihteiface Name
Interface Summary
Strategic Incident Protocol
Interface between the CAD Incident Entry system and the workstation-
based SIP subsystem.
Tiburon System I Internal API I Interface
External System I Interface
I Protocols
NIA
NIA
I Tiburon Hardware
Interface
Tiburon Tasks
City Tasks
NIA
Install and integrate the SIP software into the CAD call taker
workstation.
None
Tiburon Proprietary
Comments
Tiburon, Inc. August 20,2003 Page 12
Note that only the “User-written Protocol Scripts” will be implemented.
The “ProQA System” is a separately-licensed subsystem, with third-
party licenses needed for the protocol scripts and associated display
City of Carlsbad hlterface Control Document Version 4
Strategic Incident Protocol (SIP) Tab
Note: This screen shot is based on the use of Tiburon’s CAD/2000 UNIX-based application. For
CAD/Ti, the layout and field labels may differ from the screen depicted below. This example is provided
as a representative sample only.
~oc~esc: JIM JONES LawDArea: 1- FireDArsa:
Name: Source: IREsD
Address: Phone: 1555-1212
Text:
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page 13 /in
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City of Carlsbad
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LlLerface Control Document Version 4
3 Synchronized Time Source
CAD/Ti can accept an external time setting to ensure that all systems are synchronized among each other,
as well as being synchronized to other time-based equipment within the communication center.
The time source being used is provided by Tiburon, via a hardware product called NetclocW2. This
product accepts an external time source, typically that provided by GPS satellites or the WWVB radio
signal. This is then converted into a digital time value that can be sent to the various computers and other
equipment in the communication center.
The CAD server accepts this data at a common location, via a serial connection. Whichever server
accepts this signal, it then automatically passes this information to the other servers via the local network.
The specific configuration for connection and transfer will be determined during the initial phases of the
project. This time source, via the server software, is also used to synchronize the CAD and RMS
workstation software as well. This all takes place without operator intervention, unless the time
difference is so significant that it is safer to request confirmation f.rom the workstation user to avoid any
chance of a time source error propagating throughout the system.
Tiburon will also integrate this time source into the VoicePrint Call Recorder and the Vesta telephone
system, with the understanding that these systems can accept such information. These companies have
told us that this information can be accepted, although Tiburon cannot be responsible for errors or
incompatibilities within these City-provided systems.
Additional and more detailed information is provided on the following pages.
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page 14 Ill
City of Carlsbad merface Control Document Version 4
Interface Name
Interface Summary
Tiburon System
Interface
External System
Interface
Protocols
TiburonHardware
Interface
Tiburon Tasks
City Tasks
Comments
Synchronized Time Source
Standard interface to Spectracom Netclock/S time source
Time synchronization interface software
Standard external Netclock/Z time sync port
Asynchronous 9600 baud ASCII
CAD server serial adapter
Install synchronized time source hardware. Install software interface to:
CAD server (which then synchronizes the CAD workstations). Install
interface to Vesta telephone system and to the Voiceprint Call Recorder.
Provide location for installation of time display, with convenient data
path to computer room. Provide data path from equipment room to roof
for antenna installation.
Time synchronization will be used by CAD server, which is then used to
synchronize: CADKi fixed and mobile workstations. Interfaces will be
installed to support the synchronization of the following other products
not provided by Tiburon: the Voiceprint Call Recorder, Vesta servers.
These supplementary interfaces require that the systems be able to
accept time data in the format provided by the Spectracom system, or
are compatible with standard WindowsNT time synchronization
software. This compatibility has been confirmed with these vendors; if
this compatibility is not valid or changes during the project, the
interface will not be installed and the city will not be charged for the
corresponding supplementary interface.
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page 15 //2-
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City of Carlsbad
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hterface Control Document Version 4
4 Push-to-Talk, Emergency Display (SIMS-II)
CAD/Ti will support a direct serial interface to the City’s Motorola radio system for the purpose of
accepting and displaying digital information received from the radio system. This information includes
the identification of the unit currently transmitting on the radio, and whenever needed, an indication that
the unit has used the “emergency” request on the mobile radios.
The mobile radios are identified by a coded value for each radio. As part of the CAD control files that are
maintained by the City, these radio identification codes are associated with CAD unit identifiers.
Whenever a radio transmission is received from a mobile radio, and is subsequently received across this
interface by CAD/Ti, the CAD unit identifier will be shown to the operator in a dedicated display
window. This is a “scroll” display - the receipt of a new radio ID moves the previous ones to the right,
showing the current as well as recent unit identifiers.
In the case where a radio identifier is received via this interface that does not match a logged-on unit on
CAD/Ti, it is treated as an error, and is displayed as the actual radio equipment identifier instead of a
CAD unit identifier.
In the case of the receipt of an “emergency” request across this interface, two things happen:
1) The radio ID is shown in red with the word “EMER in this status display, indicating an
emergency condition.
2) The current unit assignment, including the last-recorded location of the unit, is
immediately shown to the dispatcher as an “emergency” display window.
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page 16 [13
City of Carlsbad Lrirerface Control Document Version 4
Interface Summary
Tiburon System
Interface
External System
Interface
Protocols
Tiburon Hardware
Interface
Tiburon Tasks
City Tasks
Comments
I Interfbce Name I Push-to-Talk, Emergency DispTay (SI&dS-II)
Standard interface to City 800 MHz system
to be determined
to be determined
to be determined
to be determined
Provide software interface to CAD and mapping of “internal” and
“external” unit identification, plus cabling to the to be determined
interface.
Provide to be determined interface to CAD server
Push-to-talk and emergency message only. No dynamic radio grouping,
etc. is included in this interface.
The depression of the emergency key results in a warning on the P-T-T
display, plus an immediate display of the unit ID and last-recorded
incident information.
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City of Carlsbad
5 Alphanumeric Paging Interface
The alphanumeric paging interface supports two primary capabilities:
Interface Summary
Tiburon System
Interface
External System
Interface
Protocols
Tiburon Hardware
Interface
Tiburon Tasks
City Tasks
hrerface Control Document Version 4
Interface to alphanumeric paging system
Tiburon page file access by name or identifier, followed by text
(according to limits of paging service). Summary of dispatched incident
will be automatically sent upon dispatch of unit with associated
pager( s).
Asynchronous 9600 to 33.6kb baud ASCII
PET data structure
Windows server, dialup line to paging service, network attachment to
CAD server
Provide and install software, paging definition file and CAD commands
to allow paging requests to sent to personal pagers on the City’s paging
system.
Provide commercial paging service(s) and telephone line for connection
It allows an authorized operator to set a digital page message to a mobile pager that is defined
within the CAD system, identifying the pager by a pager identifier, which may be a name,
number or other agency-defined information.
A summary of the incident dispatch information can be automatically sent to pagers
associated with units assigned to an incident. Only summary information is sent to the digital
pager, typically:
0 Incident number
Incidenttype
0 Incident location
0 Units assigned
0 MapPageorRD
Additional and more detailed information is provided on the following pages.
lhtehce Name I Alphanumeric Paging Interface
Comments
to the paging server for outgoing paging messages.
Tiburon is not providing commercial paging service; this is provided by
the City as a dial-up serial connection. One port is provided for paging
message transmissions; the PET protocol supports sending multiple
pages via same connection and message.
Tiburon Proprietary
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City of Carlsbad L,Lerface Control Document Version 4
Alphanumeric Paging: - Setup Tab
Note: This screen shot is based on the use of Tiburon's CAD/2000 UNIX-based application. For
CAD/Ti, the layout, field labels, structure and interaction with the application will differ from the screen
depicted below. This example is provided as a representative sample only.
Advanced TAP Protocol Setup
Advanced Modem Configuration
Advanced Timer t Counter Setup 1
Set Up I Test 1
- Paging Service Provider -- -- 1 r direct / lease line connection
I ............ " ............................ 1 %B!..URSS!!EE!k!!! I
I I Diatup Access Nbr(s]
TccdiD Listen Port I paging-server
- Port:
- Baud Rate:
- Data Bits:
Parity:
Stop Bits:
FjOw:
-.
1-i
17 II
r DTR~DSR
r XONMOFF
F RTSXTS
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-
City of Carlsbad
.-
hirerface Control Document Version 4
6 CLETSlSUN Interface
CAD/Ti includes an integral message switch, MSSRi, that supports the ability to accept, format, send and
respond to messages to the State of California CLETS system. This interface, typically supported via a
direct network connection to the CLETS system, will be implemented via a custom interface to the
County SUN message switch computer system.
The standard CLETS protocols use TCP/IP, or for some older systems, point-to-point bisynchronous
communications. For this system, a proprietary protocol called MQ Series, provided by IBM, will be
used.
Tiburon will implement the MQ Series software on the CADMSS server, and will install and test this
interface to the County’s SUN system. It is expected that the City and County will provide the support
necessary for successful integration and testing of this interface within the SUN message switch.
Per Tiburon’s discussions with the County, it is understood and assumed that while the protocols are
proprietary, the message formats used by this message switch for CLETS data transmission are the same
as those use for direct CLETS communication. Messages will contain a standard CLETS message
header, defining the originating agency and workstation, as well as the transaction to be processed. The
message content will be supported as standard CLETS keyword or positional message formats.
The response message from CLETS, via the SUN message switch, will also include the standard CLETS
header information to enable the CADMSS system to route the message to the originating workstation.
The message display formats are not local to the CADMSS, but are the same as those sent by CLETS.
Messages are logged locally by the CADMSS system.
The user of this interface accesses CLETS via local message input forms. These forms are used for data
entry only; a “reformatting” subsystem accepts data in the formats defined and translates the data fields
into the formats used by CLETS. This reformatting system is initially set up and customized by Tiburon.
Responses from SUNKLETS are displayed on the entering workstation (if properly identified within the
responding message header) via the standard message queuing and display functions within CADMSS.
The messages can be viewed, scrolled, resized, printed, redirected, saved and recalled by operator action.
They can also be attached to an incident history record in a summary format in the form of a standard
incident history status segment.
Additional and more detailed information is provided on the following pages.
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Tiburon, Inc. August 20,2003 Page 20 11q
City of Carlsbad merface Control Document Version 4
lnterFace Name
Interface Summary
Tiburon System
Interface
External System
Interface
Protocols
Tiburon Hardware
Interface
Tiburon Tasks
City Tasks
Comments
CLEWSUN Interface
Standard MSS/Ti message switch
MSSRi custom software development for SUN switch with subsequent
access to CLETS
SUN TCPllP interface via a the County of San Diego’s MQ Series
software API.
TCPllP
CAD sewer Ethernet adapter
Install and integrate MSS software, CAD sewer, MQ Series software,
connect to City-provided network hub or switch equipment.
Provide data circuit to SUN.
Tiburon is providing the software to support the definition of screen
formats and the reformatting of these into the formats needed by
CLETS. Tiburon has confirmed that the SUN system, via the MQ Series
protocols, supports CLETS transactions in standard format, including
CLETS message header information.
Tiburon will provide a fixed number of formatted transactions, as
defined in the Statement of Work, as well as taking responsibility to
train City staff that will then be responsible for any additional
transactions and forms. If the City chooses to use the forms provided
another Tiburon agency, such as San Joaquin County, Tiburon will
facilitate the City’s discussions with the other agency and shall provide
assistance to the city when loading the forms on the system and will
train City staff on how to modify and update those forms.
Refer to the SOW for a list of CLETS transactions to be developed.
These will be developed under the assumption that standard CLETS
message formats are supported by the SUN message switch for each.
Tiburon Proprietary
Tiburon, Inc. August 20,2003 Page 21 K3
City of Carlsbad
7 AVL Interface
.-
hlrerface Control Document Version 4
CAD/Ti supports a variety o GPS-based Automatic Vehicle Location (AVL) systems, and uses this
information for both the real-time map displays of unit location, and for the recommendation of units
based upon their actual position.
Unit recommendation is based upon the user specification of the “rules” to be used. This can include both
those based upon the unit’s responsible area (e.g., patrol district), by the use of the straight-line distance
between the incident and the unit’s last-reported AVL location, and by the use of calculated routing to
determine the shortest route.
In most configurations, a separate AVL server acts as the communication and data storage path between
CAD and the third-party AVL system. As unit location updates are received, this server controls the
many tasks associated with this information, such as:
0
0
Sending unit location information to the mapping server to allow unit locations to be constantly
displayed.
Sending unit location information to CAD to be used to support the unit recommendation process.
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City of Carlsbad
Color
Green
Pink
h,Lerface Control Document Version 4
stabs
OK or Code 4
Dispatched
AVL Display “RULES”
Map Display:
An AVL equipped unit is displayed on the map screen as an icon depicting the type of unit. For example,
Police units are displayed using a unit icon and text identifier box.
An AVL equipped unit will display under the following circumstances:
1. If the GPS unit in the vehicle is fbnctional, and logged on to the CAD system. The Unit Icon will
show with a white background and blue lettering. (As seen in above Figure)
2. If the GPS unit in the vehicle is not functional, perhaps due to driving through a “dead” area (where
the signal cannot be received), or the GPS unit in the vehicle becomes disabled, the Unit icon will
continue to show on the map at its last reported location.
An AVL equipped unit will not display if the unit is not logged on to the CAD system. When a unit is
dispatched to a call, that unit is also attached to the incident icon on the map in the form of a text box.
The attachment occurs under the incident icon.
When an AVL equipped unit has been dispatched and is enroute to an incident, the map display will show
the AVL equipped unit moving toward the incident.
Once an AVL equipped unit arrives at the scene, the unit icon merges with the incident icon and P202 is
displayed only as a text box attached to an incident.
When the unit clears the scene, but is still attached to the call (for example, transporting a subject to the
jail) the AVL equipped unit will once again become a unit icon and move across the screen.
The color of the unit icon and text box indicates the status of the unit. (Note: the color of the unit icon
and the text box will always be the same.) The color of the unit on the map corresponds to the color of the unit in CAD. For example:
I Brown I Enroute I
~ r ~ Inscene I
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City of Carlsbad herface Control Document Version 4
areal
area2 ..
AVL Unit Recommendation
is the dispatch area for which calls are to be displayed
are additional areas to display
AVL recommendation takes into account the last known location of the AVL equipped units as
transmitted through the GPS receiver and the shortest routes of those units. Thus, if CAD has the status
of P202 at the station, but in reality P202 is five miles from the station, the following will occur:
1. The map display will show P202 in its true location rather than the location of the station.
2. The map screen will display P202 in red to indicate the CAD status onscene at the station. (Color of
RED for onscene)
3. CAD will suggest P202 for recommendation based on its true location rather than the station location.
Query AVL UNITS - QAVLCommand Overview
Displays all AVL equipped units to show AVL Status.
Command Format
ALL 1 QAVL [ areal ] [ area2 ... ]
I ALL I is entered exactly as shown
Command Description
This command is used to display a list of all Units currently AVL equipped, showing the last known AVL
Location, AVL Status, Vehicle ID and GPS ID. This command does not initiate a poll of AVL equipped
units.
If the AVL Status is " OK " this indicates that the GPS unit in the vehicle is receiving and sending a
signal. If the AVL Status is " NF " (for non-functioning), this indicates that the signal has been broken.
This may occur when the vehicle drives through a "dead" spot, or is in-between 2 tall buildings where the
signal cannot be clearly received.
The "ALL" parameter will result in the display of all units in all disr>atch areas.
When this command is entered from a dispatch terminal, only those areas currently controlled by the
terminal will be displayed, unless "ALL" or "area" is entered. This provides the dispatcher with a quick
method of displaying all units that the dispatcher currently controls.
Example(s)
Query AVL Equipped Units for the EAST and WEST dispatch areas:
QAVL EAST WEST
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City of Carlsbad
--_
hlcerface Control Document Version 4
Query AVL Equipped Units for ALL dispatch areas:
QAVL ALL
Special Consideration(s)
1. If this command is entered from an authorized nondispatch terminal, the "ALL" parameter will be
assumed unless one or more "area" is entered.
2. If this command is entered from a dispatch terminal, only those areas currently controlled will be
displayed unless "ALL" or one or more "area" is displayed. If "area" is entered, only those specified
will be shown.
This command provides a quick method to display the status of all AVL equipped units currently signed
on the system.
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City of Carlsbad herface Control Document Version 4
%terface Name
Interface Summary
Tiburon System
Interface
External System
Interface
. AVL InterfaGe
Support of GPS-defined unit location information for the purpose of unit
icon placement on the fixed status maps, the display of the mobile
unit’s location on the mobile maps, and the use of the units’ GPS
location for the purpose of CAD unit recommendation.
CAD server interface to wireless network.
TCPllP connection
Protocols
Tiburon Hardware
Interface
Tiburon Tasks
I coordinate information to the AVL server and to the mobile map system. I Provide wireless infrastructure, provide access to vehicles to allow Citv Tasks
TCPllP
Ethernet adapter on server equipment
Install AVL server equipment and associated status map software, AVL
software on CAD system, fixed status map interface and mobile map
interface. Configure the mobile MDS software to transfer AVL
- equipment and software installation, support the system installation and
test process
Comments
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City of Carlsbad
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lnrerface Control Document Version 4
8 CAD-to-Map and Map-to-CAD Interface
The CAD workstation is proposed to include dynamic status mapping. This mapping subsystem operates
as an independent software package within each applicable workstation. In order for this mapping system
to display CAD incident and unit location information, the CAD workstation software and the mapping
subsystem communicate directly within each workstation. This communication is transparent to the call
taker or dispatch operator.
The map database is uploaded from the City’s ArcInfo GIS database to the map maintenance server.
After the necessary import and conversion processes have taken place on this server, it is then
automatically uploaded to the individual CAD workstations. This upload process is repeated whenever
the map database is updated via new GIS information.
The functional operation table within this section identifies those capabilities that are supported via this
CAD-map interface.
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City of Carlsbad lnrerface Control Document Version 4
Interface Summary
Tiburon System
Interface
External System
Interface
Protocols
Tiburon Hardware
Interface
Tiburon Tasks
City Tasks
Interface Name I CAD-to-Map and Map-to4AD Interface
This interface supports the transmission of information and commands
between the Tiburon CAD workstation and the status mapping system
to result in map display information and associated CAD response to
map action.
Internal mapping system API within each individual workstation
NIA
NIA
NIA
Program and implement the interface to the mapping system per terms
of the agreement
None.
Comments This is an internal and proprietary interface between Tiburon licensed
software and third-party mapping licensed software. The functionality
supported via this interface includes but is not limited to the
functionality listed in the following table.
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Tiburon, Inc. August 20,2003 Page 28 12.5
City of Carlsbad hlrerface Control Document Version 4
I CAD - to -MAP i
Display incoming phone call location as special icon upon verification of address
Display icon on map corresponding to new CAD incident entry
Display unit identifier adjacent to incident on map upon dispatch.
Display unit status (dispatched, enroute, onscene, OK) as unit ID color to match CAD status color.
Move incident icon on maD in resDonse to CAD incident location chanae.
Move unit icon on map in response to CAD unit location change
Center map at location in response to CAD command.
Support pan commands from CAD.
Support zoom commands from CAD.
Support center at incident number as passed from CAD.
Support center at unit identifier as passed from CAD.
MAP - to - CAD
Select unit on map and then select primary CAD status change of enroute, onscene, OK, inservice.
Select incident on map for CAD display of current incident history in standard CAD display window.
Select unit on map for CAD display of current unit history in standard CAD display window.
Select incident on map for CAD display of current incident premisehazard information in standard .- CAD display window.
Select incident on map for CAD display of unit capabilities in standard CAD display window.
Select incident on map for CAD select for dispatch.
Select incident on map for CAD display as a dynamic recall window.
MAP Functionality
Support zoom in and zoom out by mouse
Support zoom in and zoom out by keyboard
Support map drag to reposition via mouse
Support layer thresholding by user-defined zoom levels per individual data layer
Select incident and unit for view in case of icon overlap
Automatically update distributed map databases from a common server location.
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hlrerface Control Document Version 4’
9 MDS-to-Mobile Map Interface
In a manner similar to the CAD-map interface as defined within the previous section, the mobile laptop
equipment will operate a mapping subsystem, running as an independent application from the MDS and ARS systems. The functionality provided by this interface includes, but is not limited to the following:
1) Display the street map of the City of Carlsbad, as available from the City’s GIS database.
2) Support operator movement of the map via local zoom, pan and drag capabilities within the
map subsystem.
3) Support the centering upon a street segment via locally-entered premise address information.
4) Via the MDS interface, display the unit’s current location in response to the AVL information
received from the locally-mounted GPS equipment.
5) Upon the receipt of a digital dispatch with a validated location, automatically center the map
at the incident location, displaying an icon at the relative position within the blockface.
6) Via a custom transaction on the MDS system, the mobile operator can request a display of the
AVL location of all other units. These units will be shown on the mobile map, in fixed
positions (continual AVL location updates are not supported for these additional units).
Additional and more detailed information is provided on the following pages.
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City of Carlsbad herface Control Document Version 4
Intefiace Name
Interface Summary
Tiburon System
Interface
External System
Interface
Protocols
Tiburon Hardware
Interface
Tiburon Tasks
City Tasks
Comments
. ,, WdS-to-Mobile Map Interface
This interface supports the transmission of information and commands
between the Tiburon mobile workstation (MDS) and the mobile map
system to result in map display information in a mobile environment.
Internal Mobile Map API
NIA
NIA
Install the MDS-mobile map interface software, tailor to meet specific
functionality defined as project deliverables, test and demonstrate the
resulting functionality.
None
The mobile map display software operates in a stand-alone environment
on the mobile laptop, except for the following specific MDS operations.
These require the implementation of an APltontrolled interface to the
Tiburon MDS software to support the functionality defined:
1. MDS to transfer coordinates of new dispatch call location (if
verified address) to the mobile map system, which is then
displayed as an icon on the map corresponding to this
coordinate position. This also applies whenever the mobile
operator requests the redisplay of the most recent call.
2. MDS transaction will be provided that will inquire for the
status and locations of all onduty units, including the
coordinate locations for all units that AVL coordinates
available. These coordinate locations will be passed to the
mobile map via an internal API to result in icons being
displayed on the map for all units meeting this inquiry
criteria. These unit locations are not dynamic on the mobile
map -they represent the locations recorded for the units at
the time of operator request.
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City of Carlsbad
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hlLerface Control Document Version 4
10 Phase II Cellular Interface
This interface will allow the CADlTI system to accept the latitude and Longitude information (in X/Y
coordinates) provided in the ALI data stream for a wireless 91 1 call and “decode” these coordinates to an
actual location in a format acceptable to call entry and emergency response.
A modified ALI data structure will be utilized for all E91 1 calls. Included within is a “flag” element
denoting a wireless E91 1 call. When an E91 1 call is answered and CAD is triggered by the presence of
this flag and JUY information in the ALI data stream, the following will occur:
1.
2.
A location acceptable to CAD address verification processing will be provided by the
map which does the reverse geo-code lookup.
The interpolated location will be provided to the call taker in the event entry window
and on the map as a 91 1 call designated as wireless. It will appear as an address in
the event entry window, but with a designator flagging the location as interpolated.
Standard call talking interrogation, location verification and event entry processing
will then occur.
3.
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City of Carlsbad
Interface Summary
Tiburon System
Interface
External System
Interface
Protocols
Tiburon Hardware
Interface
Tiburon Tasks
Interface Control Document Version 4
Interface to existing ANllALl system in order to support Phase II Cellular
ASCII interface software, tailored to meet local formats
Standard ALI CAD interface from Plan Vest telco system, with local
connection to CAD server equipment.
Asynchronous 9600 baud ASCII
CAD server serial adapter
Install software interface on CAD
Iaerface Name I Phase II Cellular
City Tasks
Comments
Provide existing ANllALl system and ALI controller interface to CAD
server as a serial connection.
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City of Carlsbad
Interface Name MDC Wireless Interface(CDMNGPRS) 7
Interface Summary
Tiburon System
Interface
CAD/Ti support of interface to GPRSlCDMA commercial wireless carrier
Standard Tiburon message switch interface
Interface Control Document Version 4
External System
Interface
Protocols
1 I MDC Wireless Network Interface (CDMNGPRS)
TCPllP
TCPllP
CAD/Ti and the integral message switch will support the mobile dispatch environment via an interface to
a commercial cellular provider.
Tiburon Tasks
City Tasks
Comments
The Mobile dispatch environment will be supported via the Tiburon MDS software, running on mobile
PC equipment mounted with the vehicles. The AVL components in the vehicles will also communicate
via this same cellular wireless network. Tiburon , will install the mobile laptops, laptop mounts, data
modems and GPS receivers, as well as the mobile software per the Scope of Work..
Install and configure software,hardware, and provide network
connection to the commercial wireless carrier.
Provide commercial wireless access, access to vehicles and support for
testing.
Tiburon will provide and install the mobile laptop software, MDS, in
Upon the dispatch of a unit that is MDC-equipped, CAD/Ti will format the incident record and send it to
the mobile laptop for display. The officer in the vehicle will be given a visual, and optional
audible,waming of the new incident. After the incident is read, understood and accepted, the officer
presses the “enroute” key which sends an acknowledgement of the response to the unit’s controlling
dispatcher.
Similarly, as the incident progresses, additional status updates (e.g., onscene) can be entered in the mobile
environment, transmitted to CAD via the County’s wireless network. Other information such as traffic
stops, inquiries, comments and so forth can be directly entered for transmission to CAD.
AVL coordinates are received at a pre-set interval from the GPS unit mounted in the vehicle, and are sent
to the CAD system for use and display on a scheduled basis, also using the wireless environment. The
rate of AVL transmission (polling rate) will be determined during the project and during integration
testing to provide the information needed while considering the overall wireless load.
I I support of mobile dispatching and message switching. I
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12 MDC Wireless Network Interface (Motorola RNC) - OPTION
CAD/Ti and the integral message switch will support the mobile dispatch environment via the County’s
existing Motorola RF network and the County’s RNC data controller. Tiburon has spoken with County
representatives, and we have been told that the County’s existing RNC is sufficient to support the number
of mobile workstations to be implemented as part of this project.
This equipment will communicate to the CADMSS server via the County-provided network equipment.
The City and the County will be responsible for the network itself ,the RNC equipment and configuration
and the connection to the microwave link.
The Mobile dispatch environment will be supported via the Tiburon MDS software, running on mobile
PC equipment mounted with the vehicles. The AVL components in the vehicles will also communicate
via this same County-provided RF environment. Tiburon , will install the mobile laptops, laptop mounts,
data modems and GPS receivers, as well as the mobile software per the Scope of Work..
Upon the dispatch of a unit that is MDC-equipped, CAD/Ti will format the incident record and send it to
the mobile laptop for display. The officer in the vehicle will be given a visual, and optional audible,
warning of the new incident. After the incident is read, understood and accepted, the officer presses the
“enroute” key which sends an acknowledgement of the response to the unit’s controlling dispatcher.
Similarly, as the incident progresses, additional status updates (e.g., onscene) can be entered in the mobile
environment, transmitted to CAD via the County’s RF system. Other information such as traffic stops,
inquiries, comments and so forth can be directly entered for transmission to CAD.
AVL coordinates are constantly received from the GPS unit mounted in the vehicle, and are sent to the
CAD system for use and display on a scheduled basis, also using the RF environment. The rate of AVL
transmission (polling rate) will be determined during the project and during integration testing to provide
the information needed while considering the overall RF load.
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City of Carlsbad herface Control Document Version 4
Interface Summary
Tiburon System
Interface
External System
Interface
CAD/Ti support of the County’s Motorola RNC mobile network controller
Standard Tiburon message switch interface to the County-provided RNC
network controller
County RNC equipment with TCPllP connection
Protocols
Tiburon Hardware
Interface
Tiburon Tasks -- RNC.
Provide mobile RF data communications, RF infrastructure, RNC
equipment, RNC setup and configuration, access to vehicles and
support for testing and connection to Microwave link..
The City must make the County’s RNC equipment and mobile network
available in a test environment to support software and equipment
installation and testing. Tiburon will provide and install the mobile
laptop software, MDS, in support of mobile dispatching and message
switch ina -
City Tasks
TCPllP
Ethernet adapter on CAD server
Install and configure software, hardware and provide network
connection to the County-Drovided network interface to the Motorola
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City of Carlsbad, CA
Computer Aided Dispatch and Mobile Data System
EXHIBIT F
PROJECT MILESTONE AND PAYMENT SCHEDULE
.-
Business Practice Review
Payment
6%
Task
Task 3 CAD and Mobile BPR and Workflow Review
10%
confirmed by the City’s signature on the task sign-off letter prepared by Tiburon.
Task 5 Prepare, Submit, and Finalize Change List
Deliverable: This task is considered complete when the City has received the revised
project schedule required by Task 4, the mutually developed Change List, Interface
Control Document, hardware configuration, and draft test plans, and the City has
determined whether or not to proceed with the project, and it has either been determined
that a change order is not required or the parties have executed a change order. Task
completion will be confirmed by the City’s signature on the task sign-off letter prepared
by Tiburon.
CAD and Mobile Tasks
12%
12%
8%
8%
Task 6 CAD Equipment On-site Installation
Deliverable: This task is considered complete when: (a) the CADIT1 hardware and
application modules have been installed, and successfully tested; (b) a software image on
CD has been developed and tested and the City has been trained on how to install CAD
software on future CAD workstations; and (c) the City has received a complete inventory
list of all equipment as installed (as detailed in Task 6(g)). Task completion will be
confirmed by the City’s signature on the task sign-off letter prepared by Tiburon.
Task 7 CAD System Tailoring and Customization
Deliverable: Ths task is considered complete when the City has received from Tiburon
the “As Built” Documentation of the tailoring and custom software changes which have
been installed and successfully unit tested, and Tiburon has successfully installed the
Message Switch software on the CAD server and configured and demonstrated it to
support communication between local workstations. Task completion will be confirmed
by the City’s signature on the task sign-off letter prepared by Tiburon.
Task 8 Geographic File Conversion and Loading
Deliverable: This task is considered complete when: (a) the Geographic Conversion
Tool (GCT) workstation has been configured; (b) all of the City’s ArcInfo data required
to populate the required CAD files and the mapping databases has been successfblly
converted; and (c) Tiburon has provided training on the GCT program and the mapping
import process.
Task 9 Message Switch Interfaces (SUNKLETS)
Deliverable: This task is considered complete when Tiburon has (a) installed and
successfully tested all software required to support the interface to CLETS via the SUN
message switch and Reflections 3270 emulation software on the CAD dispatch
Page 1 of 3 Final 08/25/03 I34
8%
10%
- City of Carlsbad, CA
Compdter Aided Dispatch and Mobile Data System
EXHIBIT F
PROJECT MILESTONE AND PAYMENT SCHEDULE
-
workstations; (b) demonstrated the CLETS reformatted message transactions listed in
Tiburon responsibility item c in Task 15; (c) demonstrated the 40 additional CLETS
transactions and; (d) demonstrated all functions, functionality and compliance with the
performance requirements listed in Exhibit XXX for the interface to
SUNICLETSINCICNLETS; and (d) trained the City in the use of Reformatter utility.
Task completion will be confirmed by the City’s signature on the task sign-off letter
prepared by Tiburon.
Task 10 Mobile Data Computer Pilot Install and Interface
Deliverable: This task is considered complete when Tiburon has: (a) installed MDC
software on the five (5) mobile units in the five (5) pilot vehicles; (b) developed and
tested a software image on CD and trained the City’s Project Manager on the MDC
software installation process; and (c) demonstrated and successfully tested the ability of
the pilot set of mobile units receiving dispatch messages, entering status changes,
displaying data from CAD data files and inquiries into remote databases. Task
completion will be confirmed by the City’s signature on the task sign-off letter prepared
by Tiburon.
This payment will occur only when all 3 of the following Tasks have been completed
per the terms of the Agreement:
Task 11Mobile Mapping Installation and Configuration
Deliverable: This task is considered complete when Tiburon has: (a) installed the
Mobile Mapping software in five (5) pilot mobile vehicles (the same pilot vehicles
referenced in Task lo), and (b) completed the test by successfully demonstrating the
interface to CAD, and (c) completed the test by successfully demonstrating mobile
mapping functions in those vehicles. Task completion will be confirmed by the City’s
signature on the task sign-off letter prepared by Tiburon.
AND
Task 12AVL System Pilot Installation and Configuration
Deliverable: This task is considered complete when Tiburon has: (a) installed the AVL
software on applicable server(s) and in the five (5) pilot mobile vehicles (the same pilot
vehicles in Tasklo), (b) completed the test by successfully demonstrating the interface to
CAD, and (c) completed the test by successfully demonstrating the ability to use all
features and functions of the AVL in the five (5) pilot mobile vehicles. Task completion
will be confirmed by the City’s signature on the task sign-off letter prepared by Tiburon.
AND
Task 13 911 Mapping Installation and Configuration
Deliverable: This task is considered complete when Tiburon has: (a) successfully
converted the City’s ArcInfo GIS data and map and loaded it into the mapping
environment; (b) installed and successfully tested the 91 lMapping Maverick software on
all CAD workstations; (c) installed and successfully configured the Mapping and AVL
server connected to the Communication Center network; (d) successfully demonstrated
the CAD interface to Maverick; (e) has successfully demonstrated the mapping
functionality; and (0 certified that the mapping component is complete and ready for
preliminary testing of CAD. Task completion will be confirmed by the City’s signature
on the task sign-off letter prepared by Tiburon.
Page 2 of 3 Final 08/25/03 I35
4%
6%
6 Yo
10%
Retainage
- City of Carlsbad, CA
Computer Aided Dispatch and Mobile Data System
EXHIBIT F
PROJECT MILESTONE AND PAYMENT SCHEDULE
-
Task 16 NetClock Time Synchronization Equipment Installation
Deliverable: This task is considered complete when Tiburon has successfully completed
installation of the NetClock device and the connectiodinterfaces of that device to the
other devices as defined in the Interface Control Document, and demonstrated each
device to confirm internal clock synchronization from the NetClock time. Task
completion will be confirmed by the City’s signature on the task sign-off letter prepared
by Tiburon.
Task 20 CAD, MDS, Mobile Mapping and AVL System Integration Testing
Deliverable: This task is considered complete when all CAD, AVL and Mobile
equipment required for production operation has been installed and Tiburon has
demonstrated all internal and external interfaces to ensure that the combined systems
operate together. Task completion will be confirmed by the City’s signature on the task
sign-off letter prepared by Tiburon.
Task 21 CAD User Documentation and Training
Deliverable: This task is considered complete when: (a) City accepts a Training Plan
developed exclusively for the City by Tiburon; (b) City accepts updated documentation
reflecting all tailoring and customization performed in previous tasks: and (c) Tiburon
completes the scheduled technical and user training for Phase 1 described in Task 21
Task completion will be confirmed by the City’s signature on the task sign-off letter
prepared by Tiburon.
Task 25 CAD, MDS, Mobile Mapping, and AVL Preliminary Test
Deliverable: This task is considered complete when Tiburon demonstrates CAD, MDS ,
Mobile Mapping, AVL, and applicable interfaces operate accurately and reliably in a
production environment for at least thirty (30) calendar days. Task completion will be
confirmed by the City’s signature on the task sign-off letter prepared by Tiburon.
Final System Acceptance
Following Final System Acceptance by City Council
Payments for each milestone shall be made upon completion of the respective task(s) listed and
described above and in accordance with the terms of the Agreement. The task completion
description of each milestone supplements and is in addition to the statement of work.
Payments for all Hardware and Third Party Software (as defined in the agreement) shall be made
following transfer of title per Section 16.0 of the Agreement.
75% of the Tiburon license fees shall be paid when Tiburon’s CAD, MDS, and Mapping
Application Software is installed at the City on a City-supplied workstation. Such workstation
will be supplied within 30 days of Tiburon’s request. The remaining 25% of the Tiburon license
fees shall be paid upon cutover of CAD.
The City will retain 25% of every invoice, including license fees, services, hardware and
third party software.
Page 3 of 3 Final 08/25/03 / 3 6
City of Carlsbad, CA
Computer Aided Dispatch and Mobile Data System
EXHIBIT G SITE PREPARATION PLAN
Carlsbad Site Plan
Tiburon has reviewed the City of Carlsbad physical layout to ensure it can provide the
needed facility for the project. The following document outlines Tiburon’s (and that of
its subcontractors) assumptions and recommendations for the vehicles and physical site
implementation at 2560 Orion Way, Carlsbad.
0 Computer Room - please see the attached drawing for a layout of the computer
room. In addition, the following is provided:
a. Tiburon will install two equipment racks in the City’s computer room.
One of the racks will be for the CAD/Ti Server and the other rack will be
for the AVL and Web Browser servers.
b. Physical requirements for each rack are:
i. CAD/Ti Rack Server:
1. Size: 49’’Hx27”Wx34”D. Requires two NEMA 5-15
outlets.
1. Size, 79”Hx24”Wx36”D. Requires one NENA 6-20 outlet.
ii. AVL/Web Browser Rack Server:
c. Physical location - Tiburon has provided a recommendation on the
attached drawing for the location of each rack. There are problems with
the suggested location, including it does not permit the required 36” of
space behind the racks for maintenance and it blocks access to the
electrical panels on the wall behind the racks.
Tiburon recommends the City confirm with local building codes to
determine if this is a problem or can be accommodated as laid out. The
racks will not be up against the panels but will restrict access to them.
As an alternative, the City can implement the new system in the existing
PRC location. If this is desirable, Tiburon could temporary install our
racks behind the PRC servers and move them into their permanent
location once the existing system is removed.
0 Modifications Required - Computer Room
a. The City will need to make cutouts in the floor panels. The cutouts will
need to be below the rack location in order to route cables out of the racks
and into the recessed floor space.
b. The City will be responsible for any modifications to the current furniture
and console in order to support three displays. The current configuration
can only support two workstations as laid out.
c. Remote Access (dial-in) is the responsibility of the City.
Final 08/25/03
d. Ethernet Switches - Tiburon will be providing and installing two Cisco
Ethernet switches. Each switch is 2U in height and based on Tiburon’s
review, there is adequate space in the network equipment rack for the
switches.
e. Netclock - The Netclock needs to be installed in the equipment room.
Based on the site visit, there is space in either Server rack Tiburon is
providing or the other racks in the equipment room. The receiver requires
2U of rack space and needs an antenna mounted on the roof of the
building with a path to run the antenna feed line into the equipment room.
This path cannot exceed 400 feet.
Optional: Sheriff Motorola RNC Interface - This is TCP/IP interface to
the San Diego Sheriffs Department. The establishment of this TCP/IP
Interface and all necessary hardware and software, including, but not
necessarily limited to the equipment listed below, is the responsibility of
Tiburon. The following needs to occur:
J:
0
0
0
At each end a Cisco 1720 router will be installed.
The T1 link between the two locations will utilize the County’s
microwave radio system.
A v.35 Interface Adapter is required for the Carlsbad location.
Premisys P/N HSU-8212 2-Port v.35 Adapter
Premisys 1203F-005FootEQ cable (2 ea)
Netlink Technologies
5555 S Harlan St
Littleton CO 80123
Jeff Schizas, 800 646-6415
0
0
Source for Premisys is:
Sheriff Department contact is:
Tim Thomas
timothy. thomas@cdsheri ff.org
858 694-2425
Final 08/25/03
EXHIBIT H
MASTER SUPPORT AGREEMENT
This Master Support Agreement (this “Agreement”) is entered into this day of 1 2OO-V by and between (the “Client“) and Tiburon, Inc., a Virginia corporation
having its primary place of business at 39350 Civic Center Drive, Suite 100, Fremont, California 94538
(“Tibu ron”).
WHEREAS, the Client has determined that it desires to obtain from Tiburon certain support services relating
to a computer automated system previously developed and implemented by Tiburon for the Client; and
WHEREAS, Tiburon is qualified to provide the support services specified in this Agreement and, subject to
the terms and conditions set forth in this Agreement, Tiburon desires to provide such support services;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Client and Tiburon
hereby agree as follows:
1. Definitions
Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached
hereto and incorporated herein by this reference, unless otherwise defined herein.
2. Scope of Work
2.1. Basic Support. Subject to the terms and conditions set forth in this Agreement, Tiburon
shall provide the following support for the Covered Applications (“Basic Support”).
(a) Application Errors. Tiburon will correct any Error in any of the Covered
Applications discovered by the Client during the term of this Agreement, provided (a) the Client
provides all information regarding such Error that may be requested by Tiburon in accordance with
Section 5.1 hereof [Technical Service Requests], (b) such Error is reproduced by the Client in
accordance with Section 5.4 hereof [Error Reproduction], and (c) the Client has provided Tiburon with
remote access to the System as required under Section 5.2 hereof [Remote Access].
(b) Customer Support Center. Tiburon will provide toll-free telephone support for
routine operational and technical assistance. Support for Priority One and Priority Two Calls relating
to Tiburon’s Computer Aided Dispatching (CAD) software application, Mobile Data System (MDS)
software application, and Message Switch System (MSS) software application shall be available
twenty four hours a day, seven days a week. Support for all other calls will be available during
Tiburon’s normal support hours of 8:OO a.m. to 530 p.m. local time (not including weekends and
Tiburon holidays). Tiburon reserves the right to charge reasonable call-out fees for any non-Priority
One and Priority Two calls received other than during Tiburon’s normal support hours.
(c) Account Manager. Tiburon will designate, in a written notice delivered in accordance
with Section 24 hereof [Notices], a single individual to act as the account manager for purposes of
coordinating technical support as set forth herein (the “Account Manager”). The Account Manager shall
ensure Tiburon’s compliance with, and shall coordinate appropriate schedules in connection with, its
obligations set forth herein. Tiburon may change the individual designated hereunder by providing the
Client with advance written notice delivered in accordance with Section 26 hereof [Notices] designating
the new individual authorized to act as the Account Manager.
(d) Status Reports. Tiburon will provide the Client with a monthly status report (a
“Monthly Status Report”). Each Monthly Status Report will include a summary of site activity and a
summary of requests by the Client for technical services delivered in accordance with Section 5.1
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Page 1 of 19
Tiburon Master Support Agreement I
hereof [Technical Service Requests]. Each Monthly Status Report will be delivered to the Client in
accordance with the notice provisions set forth in Section 26 hereof [Notices].
(e) Back-ups. Subject to the Client’s obligations under Section 5.5 hereof
[Maintenance and Back-ups], Tiburon will (a) provide and maintain automated back-up scripts, (b)
review on a monthly basis back-up logs to insure required back-ups are being successfully
completed; and (c) subject to the Client‘s obligations under Section 5.5 hereof [Maintenance and
Back-Ups], test the back-up procedure on a monthly basis by mounting back-up tapes of a specific
date for examination.
(f) Interface Updates. Tiburon will provide updates to the CLETS/NCIC/NLETS
interface and related Documentation, including all existing screen formats developed and currently
supported by Tiburon, for all legal requirements or modifications mandated by the
CLETSINCICINLETS , when such requirements or modifications require a modification to the Source
Code relating to any Covered Application and are necessary for the proper performance of the
Covered Applications. Changes mandated or offered by any county, city or municipal governmental
entity as well as changes to the National Crime Information Center and State protocols are outside
the scope of this section.
(9) Operations Review. So long as the Client‘s annual fees hereunder exceed Seventy
Five Thousand Dollars ($75,000) in the aggregate, Tiburon will be available to visit the Client’s
facilities at least annually to meet with management, operations and other Client personnel to
conduct an operations review of the Covered Applications and the System and an analysis of the
Client‘s automation requirements. A report will be produced to include observations and
recommendations regarding the Client’s use of the Covered Applications and the System. Tiburon
will work with the Client to document this review in the form of a multi-year automation plan.
2.2. Additional Support Options. In addition to Basic Support, the Client may purchase
additional support options, such as Advanced Database Support, Advanced System Support, Advanced
Network Support and other services that may, from time to time, be offered by Tiburon (each, an “Additional
Support Option”). The Client may request information regarding the Additional Support Options currently
available from the Tiburon Account Manager. The terms and conditions for each Additional Support Option
shall be set forth in a separate exhibit which, upon payment of the required annual fee for such Additional
Support Option, shall automatically become part of this Agreement and shall be subject to the terms hereof.
The Client may discontinue any Additional Support Option by providing Tiburon at least thirty (30) days prior
written notice identifying the Additional Support Option to be discontinued; provided, however, that such
discontinuance shall not be effective until the next occurring Payment Date.
2.3. Enhancements. From time to time, the Client may request Tiburon to provide under this
Agreement services and materials to furnish, install and implement an Enhancement. The installation and
implementation of such Enhancement shall be provided, at Tiburon’s option, on a fixed-quote basis with
payment milestones or on a time and material basis at Tiburon’s then current technical service rates plus all
related travel, per diem and other expenses invoiced as incurred. No Enhancement shall be provided under
this Agreement unless (a) this Agreement is amended as necessary or appropriate to include the
Enhancement Terms relating to the Enhancement; (b) the Enhancement Terms are attached to this
Agreement as a new exhibit and, except as specifically set forth therein, are subject to the terms hereof; (c)
the Enhancement Terms include terms regarding final acceptance of the Enhancement; (d) the Enhancement
Terms provide that, upon final acceptance of the Enhancement, Exhibit 2 to this Agreement shall be amended to include the Enhancement as a Covered Application subject to the Client’s payment of any
necessary additional support fees relating to the Enhancement; and (e) the Enhancement Terms provide that,
upon final acceptance of such Enhancement, the Software License Agreement shall be amended as
necessary or appropriate to grant to the Client the appropriate rights to use the Enhancement, subject to
payment in full of all amounts due under the Enhancement Terms.
2.4. Out of Scope Services. From time to time, the Client may request Tiburon to provide under
this Agreement certain Out of Scope Services. Tiburon shall be under no firm obligation to perform any Out
Final 08/25/03
Page 2 of 19 Tiburon Master Support Agreement 4 I
of Scope Services, but shall undertake to make a good faith effort to perform such services to the extent that
it is capable of doing so without substantially interfering with its other obligations under this Agreement or with
its obligations to its other customers. Any Out of Scope Services shall be provided, at Tiburon’s option, on a
fixed-quote basis with payment milestones or on a time and material basis at Tiburon’s then current technical
service rates plus all related travel, per diem and other expenses invoiced as incurred.
3. Term
The term of this Agreement shall commence on the 366‘h day after the City executes the Final System
Acceptance Document described in Paragraph 1.10 of the companion Professional Services and Software
License Agreement (“Effective Date”) and shall continue for years, subject to the annual appropriation
of funds by the City Council. In addition, the Client, through the City Manager, may renew this Agreement for
UP to - additional --year terms, subject to satisfactory performance by Tiburon and the annual
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4. Fees and Payment
4.1. Annual Support Fees
(a) Basic Support. The Client shall pay an annual fee for Basic Support for each of the
Covered Applications. The amount of such annual fee shall be set forth on Exhibit 2 attached hereto
and incorporated herein by this reference and shall be paid in advance on or prior to the expiration of
any Warranty Period applicable to such Covered Application and, thereafter, on each Payment Date
during the term of this Agreement.
(b) Additional Support Options. The Client shall pay an annual fee for any requested
Additional Support Options. The amount of such annual fee shall be set forth on the exhibit
pertaining to such Additional Support Option and shall be paid on or prior to the commencement of
any services relating to such Additional Support Option and, thereafter, on each Payment Date during
the term of this Agreement unless such Additional Support Option has been discontinued in
accordance with Section 2.2 hereof [Additional Support Options].
4.2. Annual Adjustments. The fees payable pursuant to Section 4.1 hereof [Annual Support
Fees] will be increased on an annual basis by no more than five percent (5%) upon at least thirty (30) days
prior written notice to the Client. Any such increase shall become effective on the next occurring Payment
Date.
4.3. Invoices. Invoices for the annual fees required pursuant to Section 4.1 hereof [Annual
Support Fees] shall be payable on or prior to each Payment Date during the term of this Agreement. All other
invoices issued hereunder shall be payable within forty-five (45) days of receipt unless otherwise specifically
provided therein.
5. Client Responsibilities
5.1. Technical Service Requests. The Client shall provide all information requested by
Tiburon necessary to complete its Technical Service Request Form for each request for technical services,
whether under this Agreement or otherwise.
5.2 Remote Access. The Client shall install and monitor during the term of this
Agreement [a dedicated point-to-point ‘71” data connection] [a dial-up modem, telephone termination,
communication ports] to provide Tiburon remote access to the System. Tiburon shall not be responsible for any
costs relating to the installation, maintenance and use of such equipment and all associated telephone use
Final 08/25/03
Page 3 of 19
Tiburon Master Support Agreement / 4 >
charges. Tiburon shall use the data connection solely in connection with the provision of its services hereunder.
The Client shall run appropriate tests following each remote access as requested by Tiburon.
Physical Access. The Client shall provide Tiburon technical support employees who
have submitted to and passed a background check by the Carlsbad Police Department with physical access to
the System when required. After normal business hours, the Client shall ensure that one of the Technical
Support Coordinators designated under Section 5.1 1 hereof [Technical Support Coordinators] can be reached
by phone or pager to (a) provide physical access to the System within two (2) hours of Tiburon’s request for such
access, and (b) remain on-site until Tiburon determines that there is no longer a need for physical access.
5.3
5.4 Error Reproduction. Upon detection of any Error in any of the Covered Applications,
the Client shall provide Tiburon a listing of output and any other data, including databases and back-up systems,
that Tiburon may reasonably request in order to reproduce operating conditions similar to those present when
the Error occurred.
5.5 Maintenance and Back-ups. The Client shall take reasonable steps to ensure that
maintenance and back-up activities relating to the Covered Applications and the System are carried out in
accordance with the most recent System Administration Guidelines provided by Tiburon to the Client.
5.6 Third-party Product Support. The Client shall obtain and maintain in effect during
the term of this Agreement the technical support contracts for certain Third-party Products as specified on
Exhibit 3 attached hereto and incorporated herein by this reference. If Tiburon, in order to fulfill its
responsibilities under this Agreement, needs to interact with entities providing support services for Third-party
Products, Client will facilitate this interaction.
5.7 System Security. The Client shall ensure that the security of the System conforms in
all respects to the state-mandated law enforcement telecommunications requirements. The Client shall ensure
that no workstations have access to the Covered Applications other than those licensed by Tiburon to access
the Covered Applications and that such access is limited to only those TCP/IP addresses and TCP/IP service
ports identified by Tiburon required to support such workstations.
5.8 Modifications to System Environment. Prior to making any modifications to the
System Environment, Client will consult with Tiburon to determine what effect, if any, the modifications will have
on the System’s performance and what measures, if any, need to be taken to ensure the System continues to
perform as required by this Agreement. This requirement does not apply to modifications made in connection
with a new Software release or other maintenance service provided for under this Agreement as Tiburon will
have already identified, as part of the release or service, what measures, if any, need to be taken.
5.9 Authorized Client Representative. The Client shall designate, in a written notice
delivered in accordance with Section 26hereof [Notices], a single individual to act as the Client‘s representative
for purposes of this Agreement (the “Client Representative”). Such individual shall serve as the primary contact
to coordinate: (a) all matters relating to this Agreement; (b) Client‘s compliance with its responsibilities under this
Agreement; and (c) appropriate schedules in connection with Tiburon’s services under this Agreement. The
Client may change the individual designated hereunder by providing Tiburon advance written notice delivered in
accordance with Section 24 hereof [Notices] designating the new individual authorized to act as the Client
Representative.
5.10 Technical Support Coordinators. The Client shall designate, in a written notice
delivered in accordance with Section 24 hereof [Notices], one or more individuals to act as the Client‘s technical
support coordinator (a “Technical Support Coordinator”). The Client shall ensure that each Technical Support
Coordinator designated hereunder shall have received the training required under Section 5.1 2 hereof [Training]
and shall otherwise be familiar with the Covered Applications and the System. The Client shall ensure that, at all
times, a Technical Support Coordinator is available (a) to screen operational assistance calls and handle
operational problems, where appropriate; (b) to provide access to the System as required under Section 5.3
hereof [Physical Access]; (c) to provide on-site technical assistance as required by Tiburon to aid Tiburon in
performing its services hereunder; and (d) to review all Monthly Status Reports delivered hereunder and, if
.
Final 08/25’03
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143 Tiburon Master Support Agreement
required, provide Tiburon with required direction regarding recommended preventative maintenance activities.
The Client may change any individual designated hereunder by providing Tiburon with advance written notice
delivered in accordance with Section 24 hereof [Notices] designating the new individual authorized to act as a
Technical Support Coordinator.
5.11 Training. The Client shall ensure that all Technical Support Coordinators and other
personnel have received necessary training, and otherwise maintain sufficient personnel with sufficient training
and experience to perform its obligations under this Agreement.
5.12 Operations Review. The Client and Tiburon shall meet as may be reasonably
requested by either party to discuss operational issues and the status of the Covered Applications and the other
components of the System, and as required to provide timely responses to issues identified by Client or Tiburon
related to maintenance of the Covered Applications or the other components of the System. The Client and
Tiburon shall ensure that key personnel participate in the operations review process.
6. Exclusions
6.1. Failure to Observe Obligations. Basic Support provided hereunder is expressly
conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client
Responsibilities] and in the Software License Agreement. Any Additional Support Option provided hereunder is
expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client
Responsibilities], in the Software License Agreement and in the exhibit pertaining to such Additional Support
Option.
6.2. Failure of Remote Access. If the Client fails for any reason to provide remote
access to the System as required by Section 5.2 hereof [Remote Access], Tiburon will, at the Client’s request,
provide on-site services to correct an Error to the extent otherwise required hereunder and will charge the
Client for such services at Tiburon’s then current technical service rates plus all related travel, per diem and
other expenses invoiced as incurred.
6.3. Unauthorized Modifications. Tiburon is under no obligation to correct any Error in
any of the Covered Applications if the Error is due to a modification or alteration to such Covered Application
in violation of the terms of the Software License Agreement or relates to any portion of such Covered
Application that has been affected by software not installed by Tiburon. Tiburon is under no obligation to
correct any problems caused by any modification or alteration to any component of the System or to the
System Environment in violation of the terms of this Agreement or caused by software or hardware not
installed by Tiburon. If requested by the Client, Tiburon will provide technical support services to resolve
such problems pursuant to Section 2.4 hereof [Out of Scope Services] and will charge the Client for such
services at Tiburon’s then current technical service rates plus all related travel, per diem and other expenses
invoiced as incurred.
6.4. Unauthorized Use. Tiburon is under no obligation to correct any Error in any of the
Covered Applications or any problems with any other component of the System if such Error or other problem
is caused by (a) negligence, misuse or abuse on the part of any party other than Tiburon; (b) is due to
exposure to conditions outside the range of the environmental, power and operating specifications provided
by Tiburon in the Site Specifications delivered pursuant to Section 5.9 hereof [System Modifications]; or (c)
use of any of the Covered Applications or any other component of the System for any purpose other than that
for which it was originally acquired. If requested by the Client, Tiburon will provide technical support services
to resolve such problems pursuant to Section 2.4 hereof [Out of Scope Services] and will charge the Client for
such services at Tiburon’s then current technical service rates plus all related travel, per diem and other
expenses invoiced as incurred.
6.5. Third-party Products. Tiburon shall have no responsibility for correcting or
resolving any errors, defects or failures in any Third-party Products other than Oracle and Maverick Mapping.
Tiburon’s only obligation with respect to such Third-party Products is to assist with the coordination of
Final 08/25/03
Page 5 of 19
Tiburon Master Support Agreement
support services with the appropriate third-party vendor to the extent such support services are available to
the Client.
6.6. Third-party Product Compatibility. Tiburon shall have no responsibility for any
Third-party Product provided and installed on or integrated into the System by any other party without
Tiburon’s prior written authorization, including but not limited to responsibility for the installation and
integration of any such Third-party Products, the condition, operation and performance of any such Third-
Party Products, the compatibility of any such Third-party Products with the Covered Applications, and any
impact any such Third-party Products have on the overall operation or performance of any of the Covered
Applications or any other component of the System. If requested by the Client, Tiburon will provide technical
support services pursuant to Section 2.4 hereof [Out of Scope Services] to resolve any operation or
performance problems relating to any of the Covered Applications or any other component of the System
caused by any such Third-party Products or to assist with the integration of any such Third-party Products
with or into any of the Covered Applications or any other component of the System. Tiburon will charge the
Client for any such services at Tiburon’s then current technical service rates plus all related travel, per diem
and other expenses invoiced as incurred.
General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, OR
IN THE SOFTWARE LICENSE AGREEMENT, TIBURON DISCLAIMS ALL WARRANTIES WITH RESPECT
TO ANY OF THE COVERED APPLICATIONS OR ANY OTHER COMPONENT OF THE SYSTEM, EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF
SUITABILITY, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
6.7.
7. Confidential Information
7.1 Client Confidential Information. Tiburon will regard all Client files and data as the Client’s
confidential information. Tiburon will not disclose the Client’s confidential information to any third parties
without the written consent of the Client.
7.2 Tiburon Confidential Information. The Client will regard Tiburon’s files and data, Tiburon’s
Software and Documentation, and any other information or data provided by Tiburon that is clearly labeled
“confidential” or “proprietary” as Tiburon’s confidential information. The Client will not release or provide
access to third parties, except the Client‘s consultants and contractors working on or with the System who
agree to abide by the terms of this provision, without the prior written consent of Tiburon.
The above obligations do not apply to any information which:
(a) Is already in the public domain at the time of disclosure or later becomes available to
the public without a breach of this Agreement;
(b) Was, as between the Client and Tiburon, lawfully in the possession of the recipient
Is received independently from a third party free to lawfully disclose the information;
Is the subject of a judicial subpoena or similar process for disclosure in connection
without obligation of confidentiality, prior to receipt under this Agreement;
(c)
(d) with any action or proceeding, provided that notice of the demand is provided to allow an opportunity to seek
a protective order or other appropriate remedy prior to disclosure; or
(e) Is independently developed.
7.3 Public Records Act Requests. In the event the Client receives a request under the California
Public Records Act for Tiburon’s confidential information, the Client will promptly notify Tiburon. Within five
(5) days after receiving the notice, Tiburon will inform the Client whether Tiburon objects to disclosure of the
requested information. If Tiburon does not object to disclosure or if Tiburon fails to respond to the Client
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Tiburon Master Support Agreement / L/5
within five (5) days, the Client will be relieved of its confidentiality obligation with respect to the requested
information and may release the requested information.
If Tiburon does object to disclosure, then the Client will decline to produce the requested information
and Tiburon will indemnify, defend, and hold the Client harmless from and against all claims, damages, costs
of litigation and attorney fees arising out of the declination.
8. Insurance
8.1 General Requirements. Tiburon agrees to obtain and maintain for the duration of this
Agreement insurance against claims for injuries to persons or damage to property that may arise out of or in
connection with the performance of Tiburon's obligations under this Agreement by Tiburon or its employees,
agents, or subcontractors. If Tiburon subcontracts any of the services to be performed under this Agreement,
then the subcontractor must obtain and maintain this insurance as well. However, the subcontractor's
insurance will not relieve Tiburon from meeting the insurance requirements or from otherwise being responsible for the subcontractor.
8.2 Insurer's Qualifications. The insurance must be obtained from an insurance carrier admitted
and authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:V" and will meet the Client's requirements as stated in City Council
Resolution No. 91 -403.
8.3. CoveraQes and Limits. Tiburon will maintain the types of coverages and minimum limits
indicated below, unless a lower amount is approved by the City Attorney or City Manager:
8.3.1 Comprehensive General Liabilify Insurance. $1,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate
limits, general aggregate limits will apply separately to the work performed under this Agreement or the
general aggregate will be twice the required per occurrence limit.
8.3.2
and property damage.
8.3.3
required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per
accident for bodily injury.
profession with limits of not less than $1,000,000 per claim.
Automobile Liability. $1,000,000 combined single-limit per accident for bodily injury
Workers' Compensation and Employer's Liabilify. Workers' Compensation limits as
8.3.4 Professional Liability. Errors and omissions liability appropriate to Tiburon's
8.4 Additional Requirements.
8.4.1 Additional lnsured Endorsement. All of the insurance policies, except the Workers'
Compensation and Professional Liability policies, will name, or be endorsed to name the Client, including its
officers, employees, and volunteers, as additional insureds.
Primary Coverage. The insurance policies will be primary to any insurance policies 8.4.2
carried by the Client.
8.4.3
insurance policies to the Client before commencement of work.
coverage, except the Professional Liability policy, which will be written as claims-made coverage.
Certificates oflnsurance. Tiburon will furnish certificates of insurance for all of the
8.4.4 Occurrence Coverage. All of the insurance policies will provide for occurrence
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Tiburon Master Support Agreement 1 L/ 6
8.4.5 Continuous Coverage. All of the insurance polices will remain in effect through the
Warranty Period, except the Professional Liability policy, which will remain in effect for five (5) years following
the end of the Warranty Period. In addition, none of the insurance policies may be canceled or reduced in
coverage without thirty (30) days’ prior written notice to the Client sent by certified mail.
8.5 Failure to Obtain or Maintain Insurance. If Tiburon fails to obtain or maintain any of the
insurance required by this section, then the Client may declare Tiburon in default and terminate this
Agreement without further obligation to Tiburon. Alternatively, at the Client’s election, the Client may
purchase replacement insurance or pay the premiums that are due on Tiburon’s existing policies in order to
maintain the required coverage. Tiburon is responsible for any payments made by the Client to obtain or
maintain the insurance required by this section and the Client may collect the premiums from Tiburon or
deduct the premium amounts from any sums due Tiburon under this Agreement.
9. Limitation of Liability
Neither party will be liable to the other party for consequential, incidental, or special damages, lost profits or
attorneys’ fees in connection with any matters relating to this Agreement (except per section 10
Indemnification). Tiburon’s liability to the Client whether in tort, contract, or otherwise shall be limited to Ten
Million Dollars ($1 0,000,000).
IO. Indemnification
10.1 General Obliaation. Tiburon agrees to indemnify, defend and hold the Client and its officers,
agents, and employees harmless from and against any and all claims, losses, damages, obligations, liabilities
and expenses (including attorney fees) arising from:
misappropriation of any trade secrets in connection with any Software, Documentation, Services or other
Products supplied by Tiburon in connection with this Agreement;
(a) Any infringement of any copyright, trademark, patent, or other proprietary right, or
(b) Any act(s) of negligence or willful misconduct by Tiburon or any of its agents,
employees or subcontractors, including, but not limited to, any liability caused by an accident or other
occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to
any property, real or personal; or
(c) The Client‘s refusal to produce Tiburon’s confidential information pursuant to a
request to review public Client records, after receiving a request for the item and after being instructed by
Tiburon not to produce it; or
(d)
(e)
Any claims by any persons or entities supplying labor or material to Tiburon in
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL TIBURON BE
connection with the performance of Tiburon’s obligations under this Agreement.
LIABLE FOR ANY LOSS OR DAMAGES RELATED TO THE OPERATION, DELAY, OR FAILURE OF THE
SOFTWARE OR EQUIPMENT PROVIDED BY TIBURON OR FOR THE ACCURACY OR COMPLETENESS
OF DATA, AND UNDER NO CIRCUMSTANCES SHALL TIBURON BE LIABLE FOR SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
11. Service Warranty
During the term of the Maintenance and Support Agreement between the parties, Tiburon warrants that it will
remedy any failure, malfunction, Defect or nonconformity in the System, as follows:
11.1 Priority One Failures. For purposes of this Agreement, a “Priority One Failure” will
have occurred if the Client has essentially no effective use of the System or a major subsystem and no
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Tiburon Master Support Agreement fl
workaround acceptable to the Client is available in the System. The impact of the Failure on the Client‘s
safety services operations is critical.
Tiburon agrees that it will respond with as many qualified and knowledgeable representatives
as necessary within one (1) hour after notification by the Client, to remedy a Priority One Failure. The
representatives will furnish uninterrupted, continuous efforts or a plan acceptable to the Client to remedy the
Priority One Failure on an emergency basis. During this time, Tiburon’s representatives will provide a status
report to the City‘s Technical Coordinator every two (2) hours until the Priority One Failure is remedied. If the
Priority One failure is not remedied within eight (8) hours of its initial report, Tiburon’s Vice PresidenWestern
Division Manager (or their management designee) will contact the Client‘s Police Chief (or a designee) and
report on what efforts are being taken to resolve the Priority One Failure and an expected time frame for
correcting the Priority One Failure. If the Priority One Failure is not remedied within twenty-four (24) hours of
its initial report, Tiburon will take all measures necessary to restore the System or the major subsystem to
operation, including sending technical support personnel to the Client’s installation site(s) immediately and by
the most expeditious route, delivering temporary systems or components to replace malfunctioning systems
or components, and any other actions the Client determines to be necessary to return the System or a major
subsystem to service.
11.2 Priority Two Failures. For purposes of this Agreement, a “Priority Two Failure” will
have occurred if the Client has no effective use of the System or a major subsystem, but a workaround for the
problem acceptable to the Client is available in the System. The impact of the Failure on the Client’s safety
services operations is significant.
Tiburon agrees to respond to any request for service for a Priority Two Failure as soon as
reasonably possible, but no later than four (4) hours after receipt of notification and request by the Client.
Tiburon agrees that it will provide a response by qualified and knowledgeable representative(s) and that the
representative(s) will furnish uninterrupted, continuous efforts or a plan acceptable to the Client to remedy the
Priority Two Failure within forty-eight (48) hours. If resolution requires more than twenty-four (24) hours,
Tiburon’s representative(s) will provide a status report to the Client‘s Technical Coordinator every (8) hours. If
the Priority Two Failure is not remedied within forty-eight (48) hours of its initial report, Tiburon’s Vice
PresidentWestern Division Manager (or their management designee) will contact the Client‘s Police Chief (or
a designee) and report on what efforts are being taken to resolve the Priority Two Failure and an expected
time frame for correcting the Priority Two Failure. If the Priority Two Failure is not remedied within seventy-
two (72) hours of its initial report, Tiburon will take all measures necessary to restore the System or the major
subsystem to operation, including sending technical support personnel to the Client’s installation site(s)
immediately and by the most expeditious route, delivering temporary systems or components to replace
malfunctioning systems or components, and any other actions the Client determines to be necessary to return
the System or the major subsystem to service.
11.3 Priority Three Failures. For purposes of this Agreement, a “Priority Three Failure”
will have occurred if a key function or operation of the System or a major subsystem is substantially impaired,
but the Client still has effective use of the System or the major subsystem. The impact of the Failure on the
Client’s safety services operations is moderate.
Tiburon agrees to respond to any request for service for a Priority Three Failure as soon as
reasonably possible, but no later than eight (8) business hours after receipt of notification and request by the
Client. Tiburon agrees that it will respond with sufficient qualified and knowledgeable representative(s) to
remedy the Priority Three Failure within five (5) business days. If the Priority Three Failure is not resolved within this time period, Tiburon’s representative(s) will provide daily status reports to the Client’s Technical
Coordinator. If the Priority Three Failure is not resolved within ten (1 0) business days of its initial report,
Tiburon’s Vice PresidentWestern Division Manager (or their management designee) will contact the Client‘s
Police Chief (or a designee) and report on what efforts are being taken to resolve the Priority Three Failure
and an expected time frame for resolution. Priority Three Failures are handled during business hours as
described in section 2 Basic Support.
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Tiburon Master Support Agreement
.- --
11.4 Priority Four Failures. For purposes of this Agreement, a “Priority Four Failure” is a
malfunction, Defect, or nonconformity other than a Priority One, Priority Two, or Priority Three Failure. It also
includes purely informational and educational issues.
Tiburon agrees to respond to any request for service for a Priority Four Failure as soon as reasonably
possible. For those Priority Four Failures that do require a change/fix to the Tiburon software, Tiburon agrees
to respond no later than the first new release, following the next scheduled release of the applicable
product(s).
11.5 Determination of Priority. When a failure occurs, the Client will have the sole
discretion to determine the priority level of the failure. In addition, the Client will have the sole discretion to
require the priority level of a failure to be increased or permit the priority level of a failure to be reduced.
1 1.6 Cumulative Failures. Cumulative, contemporaneous failures, regardless of their
individual priorities, will be regarded as a Priority One failure if, in the Client‘s determination, they result in the
Client have essentially no effective use of the System or a major subsystem.
Permanent Cure. If the Client accepts a workaround or other temporary cure as the
remedy for any reported failure, Tiburon shall provide a permanent correction or cure within one hundred
eighty days (180) days after the permanent cure becomes available, or with the next scheduled release of
fixes after the permanent cure becomes available, whichever is sooner.
11.5
12. Claims Against Client
12.1 False Claims. Tiburon acknowledges that if a false claim is submitted to the Client, it may be
considered fraud and Tiburon may be subject to criminal prosecution. Tiburon acknowledges that the False
Claims Act, California Government Code sections 12650 et seq., provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of information. If the Client
seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs,
including attorney’s fees. Tiburon acknowledges that the filing of a false claim may subject Tiburon to an
administrative debarment proceeding, which may result in Tiburon being prevented from acting as a
contractor on any public work or improvement for a period of up to five years. Tiburon acknowledges
debarment by another jurisdiction is grounds for the Client to terminate the Agreement.
12.2 Carlsbad False Claims Ordinance. The provisions of Carlsbad Municipal Code sections
3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated by reference.
12.3 Government Claims Act Comdiance. If any claim or dispute exists under this Agreement,
Tiburon is required to comply with the claim presentation requirements set forth in the Government Claims
Act, Government Code section 900 et seq.
13. Dispute Resolution
If a dispute should arise regarding the performance of the Services under this Agreement, the
following procedure will be used to resolve any questions of fact or interpretation. First, the parties will each
reduce the dispute and their respective views to writing. Each party will then forward a copy of its writing to the other along with a proposed resolution of benefit to both parties. Within ten (10) business days, each
party will reply to the other, commenting on the proposed resolutions and offering additional suggestions for
resolution, if appropriate and applicable. If this process does not result in a mutually agreeable resolution, the
writings and replies will be forwarded to the City Manager for resolution. The City Manager will consider the
facts and resolutions proposed by each party and may then opt to direct a solution to the problem. In such
cases, the action of the City Manager will be the Client’s final position on the matter. Nothing in this
procedure prohibits the parties from seeking remedies available to them at law.
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/4q Tiburon Master Support Agreement
14. Termination
14.1. Termination for Failure of License. In the event that the license relating to any of the
Covered Applications is terminated or becomes unenforceable for any reason, Tiburon's obligation to provide
any support hereunder for such Covered Application shall immediately and automatically terminate.
14.2. Termination for Other Defaults. In the event that either party hereto materially
defaults in the performance of any of its obligations hereunder the other party may, at its option, terminate this
Agreement, by providing the defaulting party thirty (30) days' prior written notice of termination delivered in
accordance with Section 26 hereof [Notices], which notice shall identify and describe with specificity the basis for
such termination. If, prior to the expiration of such notice period, the defaulting party cures such default to the
satisfaction of the non-defaulting party (as evidenced by written notice delivered by the non-defaulting party in
accordance with Section 26hereof), termination shall not take place.
14.3. Termination Without Cause. Either party hereto may terminate this Agreement
without cause by providing the other party at least ninety (90) days' prior written notice of termination delivered in
accordance with Section 26 hereof [Notices]. The effective date for any termination pursuant to this Section
14.3shall be the next occurring Payment Date.
14.4. Consequences of Termination. . Upon expiration or termination of this
Agreement, the parties will promptly: (a) return to the other all computer programs, files, documentation,
data, media, related material and any other material and equipment that is owned by the other. In addition,
Tiburon will deliver to the Client all work product currently in existence and for which payment has been
made. All provisions of this Agreement that by their nature would reasonably be expected to continue after
the termination of this Agreement shall survive the termination of this Agreement.
15. Independent Contractor Status
The Client and Tiburon are independent contractors under this Agreement, and nothing herein shall be
construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party
shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or
authority to bind or obligate the other in any manner to any third party. The employees or agents of one party
shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or
on behalf of any third party.
Tiburon agrees to indemnify, defend, and hold the Client harmless for any tax, retirement
contribution, social security withholding, overtime payment, unemployment payment, or workers'
compensation payment that the Client may be required to make on behalf of Tiburon or any employee or
subcontractor of Tiburon for work done under this Agreement. At the Client's election, the indemnification
amount may be deducted from any balance owing by the Client to Tiburon.
16. Assignment
Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding this, Tiburon may assign this
Agreement to its successor in connection with a sale of its business without obtaining Client's consent, provided
Tiburon gives Client thirty (30) days' notice of the assignment. In the event of such assignment, Client shall have the right to terminate this Agreement without further obligation to Tiburon and shall be entitled to a prorata refund
of any prepaid maintenance fees. If Client determines not to exercise its right to terminate the Agreement,
Tiburon and the successor shall promptly complete any documentation required by Client to transfer the
purchase order for this Agreement from Tiburon to the successor. Subject to the foregoing, each and every
Page I1 of 19
Final 08/25/03 ,Sa Tiburon Master Support Agreement
covenant, term, provision and agreement contained in this Agreement shall be binding upon and inure to the
benefit of the parties’ permitted successors, executors, representatives, administrators and assigns.
17. No Third Party Beneficiaries
This Agreement is entered into for the sole benefit of the Client and Tiburon and, where permitted above, their
permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall
be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other
entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party
to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in
connection with this Agreement.
18. Governing Law
All questions concerning the validity, operation, interpretation, construction and enforcement of any terms,
covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance
with the laws of the State of California without giving effect to the choice of law principles thereof. The United
Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by
this Agreement.
19. Venue
All legal proceedings brought in connection with this Agreement may only be brought in a state or federal
court located in the County of San Diego, State of California. Each party hereby agrees to submit to the
personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in
connection with this Agreement.
20. Advice of Counsel
Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into
this Agreement. The parties waive the provisions of California Civil Code Section 1654 such that any
ambiguity in this Agreement may not be construed against either party.
21. Amendment
No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument
referencing this Agreement signed by duly authorized representatives of each of the parties hereto.
22. Waiver
In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an
authorized representative of the party against whom enforcement of such waiver would be sought, it being
intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere
lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the
other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a
specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances
specifically addressed by such waiver or to any future events, even if such future events involve facts and
circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right,
benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or
power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice
to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement.
23. Force Majeure
Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement
(and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of
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Tiburon Master Support Agreement 151
the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable
precautions, and cannot reasonably be circumvented by the non-performing party through the use of alternate
sources, work-around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by
fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil
disorders, rebellions or revolutions, court order, or other circumstances beyond the non-performing party's
control (excluding acts or omissions of the non-performing party's vendors or subcontractors).
Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure
Event"), the non-performing party will be excused from any further performance of those obligations under
this Agreement affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues;
and (b) the non-performing party continues to use commercially reasonable efforts to recommence
performance whenever and to whatever extent possible without delay.
Upon the occurrence of a Force Majeure Event, the non-performing party will immediately notify the
other party by telephone (to be confirmed by written notice within two (2) days of the failure or delay) of the
occurrence of a Force Majeure Event and will describe in reasonable detail the nature of the Force Majeure
Event. If any Force Majeure Event prevents Tiburon from performing its obligations for more than thirty (30)
days, the Client may terminate this Agreement without further obligation to Tiburon.
Labor shortages, strikes, slow-downs, walkouts, lockouts, industrial disturbances, and other labor
disputes do not constitute "Force Majeure Events" and are not excused under this provision.
24. Severability
If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict
with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall
be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect
to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and
effect.
25. Entire Agreement
This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon
and the Client relating to the subject matter hereof and supersedes all quotes, proposals understandings,
representations, conditions, warranties, covenants, and all other communications between the parties (oral or
written) relating to the subject matter hereof. Tiburon shall not be bound by any terms or conditions contained
in any purchase order or other form provided by the Client in connection with this Agreement and any such
terms and conditions shall have no force or effect. No affirmation, representation or warranty relating to the
subject matter hereof by any employee, agent or other representative of Tiburon shall bind Tiburon or be
enforceable by the Client unless specifically set forth in this Agreement.
26. Notices
All notices, requests, demands, or other communications required or permitted to be given hereunder shall be
in writing addressed to the parties at their respective addresses set forth below and shall be deemed to have
been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the
facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight air
courier service; or (d) three (3) business days after being deposited with the United States Postal Service, for
delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and other
communications regarding default or termination of this Agreement shall be delivered by hand or sent by
certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the
notice address set forth below by delivering notice to the other party in accordance with this section setting forth
the new address and the date on which it will become effective.
Final OW2503
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15s Tiburon Master Support Agreement
If to Tiburon:
Tiburon, Inc.
39350 Civic Center Drive, Suite 100
Fremont, CA 94538
Attention: Contracts Manager
Phone: 510-792-2108
Fax: 51 0-742-1 057
If to the Client:
Senior Systems Administrator
City of Carlsbad
2560 Orion Way
Carlsbad, CA 92008
Phone: 760-931 -21 76
Fax: 760-931 08473
27. Construction
The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and
ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this
Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and
not business days, unless otherwise expressly provided herein.
28. Counterparts
This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and
both of which shall constitute one and the same document.
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153 Tiburon Master Support Agreement
SIGNATURE PAGE
NOTARIAL ACKNOWLEDGMENT OF EXECUTION BY TIBURON SIGNATORIES MUST BE ATTACHED
(PLACE CORPORATE
SEAL HERE)
TIBURON: CITY:
By: By: (signature) CLAUDE A. LEWIS
Mayor
(print name and title)
ATTEST:
By:
(signature)
LORRAINE M. WOOD City Clerk (print name and title)
President or vice-president
signs, the corporation must attach a resolution certified by the secretary or assistant secretary under the
corporate seal empowering that officer to bind the corporation.
secretary or assistant secretary must sign for corporations. If only one officer
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
By:
Deputy City Attorney
Final 08/25/03
Page 15 of 19
Tiburon Master Support Agreement 15 4
EXHIBIT 1
To
Tiburon Master Support Agreement
DEFINITIONS
This Exhibit is attached to, incorporated into, and forms a part of the Tiburon Master Support Agreement,
dated , 200-, between Tiburon and the Client (herein referred to as the “Agreement”). Capitalized
terms used in the Agreement or any exhibit thereto shall have the definitions set forth herein unless otherwise
defined in the Agreement. In the event of conflict between the terms and conditions set forth herein and those
set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail.
1. “Account Manager” is defined in Section 2.l(c) [Account Manager] of the Agreement.
2. “Additional Support Option” is defined in Section 2.2 [Additional Support Options] of the
Agreement.
3. “As-Built Documentation’’ shall mean, with respect to any of the Covered Applications, the
specifications for such Covered Application delivered to the Client upon the Client‘s acceptance of such Covered
Application, as the same may be modified or supplemented from time to time to reflect Enhancements provided
hereunder.
4. “Authorized Server” shall mean, with respect to any of the Covered Applications, the server
identified as corresponding to such Covered Application on Exhibit 2 attached to the Agreement and
incorporated therein by reference.
5. “Authorized Site” shall mean, with respect to any of the Authorized Servers, the address and room
number identified as corresponding the such Authorized Server on Exhibit 2 attached to the Agreement and
incorporated therein by reference.
6. “Basic Support” is defined in Section 2.1 [Basic Support] of the Agreement.
7. “Client” is defined in the preamble to the Agreement.
8. “Client Confidential Information” is defined in Section 7.1 [Protection of Confidential and
Proprietary Information] of the Agreement.
9. “Client Representative” is defined in Section 5.1 0 [Authorized Client Representative] of the
Agreement.
IO. “Communications Interfaces” shall mean ethernet networking, serial connectivity to net clock and
ANI/ALI, serial connectivity to HACMP, national, state and local governments, TCP/IP or other routing
statements.
11. “Covered Application” shall mean each software application developed by Tiburon in accordance
with the As-Built Documentation relating thereto which application is identified as a Covered Application on
Exhibit 2 attached to the Agreement and incorporated therein by reference, including all Maintenance
Modifications thereto, all Derivative Works thereof, and all related Documentation.
12. “Derivative Works” shall mean, with respect to any Covered Application, any translation,
abridgement, revision, modification, or other form in which such Covered Application may be recast,
transformed, modified, adapted or approved after the Effective Date.
13. “Dispute Notice” is defined in Section 13.1 [Informal Dispute Resolution] of the Agreement.
Updated 05C?0/03
Page 1 of 3
155 Exhibit 1 to Master Support Agreement
14. “Documentation” means all written, electronic, or recorded works that describe the use,
features, functional capabilities, performance standards, and reliability standards of the System, or any
subsystem, component, or interface, and that are published or provided to the Client by Tiburon or its
subcontractors, including, without limitation, all end user manuals, training manuals, guides, program listings,
data models, flow charts, logic diagrams, and other materials related to or for use with the System.
15. “Effective Date” is defined in the preamble to the Agreement.
16. “Enhancement” shall mean, with respect to any Covered Application, a computer program
modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new
functions to, such Covered Application and that is integrated with such Covered Application after the Effective
Date, or that is related to a given Covered Application but offered separately by Tiburon after the Effective Date.
17. “Enhancement Terms” shall mean, with respect to any Enhancement provided pursuant to
the Agreement, the mutually negotiated terms and conditions specifically relating to an Enhancement and
included as part of the Agreement in accordance with Section 2.3 [Enhancements] thereof.
18. “Error” shall mean, with respect to any Covered Application, a defect in the Source Code for
such Covered Application that prevents such Covered Application from functioning in substantial conformity with
the As-Built Documentation pertaining thereto.
19. “Maintenance Modification” shall mean, with respect to any Covered Application, a computer
software change integrated with such Covered Application during the term of the Agreement to correct any
Errors therein, but that does not alter the functionality of such Covered Application or add new functions thereto.
20. “Monthly Status Report” is defined in Section 2.1 (d) [Status Reports] of the Agreement.
21. “Object Code” shall mean computer programs assembled or compiled from Source Code in
magnetic or electronic binary form on software media, which are readable and usable by machines, but not
generally readable by humans without reverse-assembly, reverse-compiling, or reverse-engineering.
22. “Out of Scope Services” shall consist of any services provided under this Agreement that are
outside the scope of those services specifically and expressly identified under, and provided pursuant to, Section
2,l [Basic Support], Section 2.2 [Additional Support] or Section 2.3 [Enhancements] of the Agreement.
23. “Payment Date” shall mean [December 311 [March 311 [June 301 [September 301 of each year
during the term of this Agreement.
24. “Site Specifications” is defined in Section 5.9 [System Modifications] of the Agreement.
25. “Software License Agreement” shall mean any software license agreement between Tiburon
and the Client pursuant to which Tiburon has granted a limited license to use the Covered Applications in
accordance with the terms and conditions thereof, as the same may be amended or otherwise modified from
time to time.
26. “Source Code” shall mean computer programs written in higher-level programming
languages, sometimes accompanied by English language comments. Source Code is intelligible to trained
programmers and may be translated to Object Code for operation on computer equipment through the process
of compiling.
27. “System” means the collective whole of all Products and Services to be purchased,
developed, licensed, supplied, installed, configured, tested and implemented by Tiburon under this
Agreement and includes, without limitation, the major CAD, MDS, MS, MMS, and AVL subsystems and
related components and interfaces.
Updated 05’20/03
Page 2 of 3
Exhibit 1 to Master Support Agreement tsb
.-
*e
28. “System Environment” shall mean the configuration set forth on Exhibit 4 the Site Plan.
29.
of the Agreement.
“Technical Support Coordinator” is defined in Section 5.1 1 [Technical Support Coordinators]
30. “Third-party Products” shall mean all software and hardware components of the System
other than the Covered Applications.
31. “Tiburon” is defined in the preamble to the Agreement.
32. “Tiburon Confidential Information” is defined in Section 7.2 [Protection of Confidential and
Proprietary Information] of the Agreement.
for such Covered Application set forth in the Professional Services and Software License Agreement and
incorporated herein by reference.
33. “Warranty Period” shall mean, with respect to any Covered Application, the warranty period
Page 3 of 3
Updated 05/20/03 19 Exhibit 1 to Master Support Agreement
EXHIBIT 2
To
Tiburon Master Support Agreement
COVERED APPLICATIONS
This Exhibit is attached to, incorporated into and forms part of the Tiburon Master Support Agreement, dated
, 200-, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
Tiburon will provide the Basic Support described in Section 2.1 [Basic Support] of the Agreement for the
software applications identified in the table below. The annual fee for such support shall be as set forth in the
table below. Such support will commence upon the expiration of any applicable Warranty Period as set forth
in the table below.
Covered Authorized Make, Model, Serial Annual Fee
Awlication Site Number of Authorized
Server
Page 1 of 1
Exhibit 2 to Master Support Agreement
(5 8
EXHIBIT 3
To
Tiburon Master Support Agreement
THIRD-PARTY SUPPORT CONTRACTS
This Exhibit is attached to, incorporated into and forms part of the Tiburon Master Support Agreement, dated
, 200-, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
Page 1 of 1
Exhibit 3 to Master Support Agreement 1%
, ..
EXHIBIT 4
To
Tiburon Master Support Agreement
SITE PIAN
This Exhibit is attached to, incorporated into and forms part of the Tiburon Master Support Agreement, dated
, 200-, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms
used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event
of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
UpdatedO5/20/03
Page 1 of 1
I60 Exhibit 4 to Master Support Agreement
City of Carlsbad, CA
Computer Aided Dispatch and Mobile Data System
EXHIBIT I
RESPONSE TIME and CAPACITY
SPECIFICATIONS
08/18/03
RESPONSE TIME AND CAPACITY SPECIFICATIONS
Computer Aided Dispatch, Mapping, AVL and Mobile RF:
In accordance with the terms of the Agreement, the final test script that conforms to the
types of transactions to be tested will be determined. The test will take place for a period
of approximately sixty (60) minutes; with operators entering the equivalent of sixty (60)
new call transactions at an evenly distributed rate to simulate an extreme load of sixty
(60) incidents per hour. Response times are measured externally, supplemented by
transaction response times logged at the workstations, if required. Specific
measurements will be taken in cases where it is suspected that the response times are not
within the standards below. During this performance test, transaction response times will
meet or exceed the following levels of performance at least ninety percent (90%) of the
time for all workstations operating on the local network. Remote connections, those
operating at below the maximum speed of the networks installed, may demonstrate
higher response times. The City reserves the right to repeat andor adjust the scripts used
and the frequency and duration of the tests as it determines is necessary during the final
acceptance test period in order to verify performance of the System.
Minimum Performance Criteria
Call display on map after key entry by operator
Zoom feature map display after key entry request by operator
Point to point messages from time of entry to time of receipt
Dispatch to Mobile; Mobile to Mobile; Mobile to Dispatch
(Exclusive of data communication time)
Display of input form for any query or data entry screen
Drop of data from ALI into incident entry form
From the time call is requested to be entered, to the time the
call appears in the waiting queue
Supplemental information added to call
Validate address
Access hazard files, check for prior calls,
determine if there are potential duplicate calls,
create event and enter in pending queue
Select and display incident for dispatch,
recommend units
Assign a unit to pending call
Change unit status (en route, on scene)
Display premisehazard file data for incident
Display recent incident or unit history record (keyed search)
Retrieve current incident from CAD server using an MCT in the field
Retrieve current incident from local mobile message queue using an
MCT in the field
Format an inquiry and retrieve/display the response from SUNKLETS
(Exclusive of data communication time)
(Exclusive of data communication time and SUNKLETS
processing time)
2 seconds
2 seconds
2 seconds
1 second
1 second
1.5 seconds
1 second
1 second
1 second
1 second
1 second
1.5 seconds
4 seconds
2 seconds
1 second
2 seconds
OW1 8/03
The following is the transaction mix used to represent one (1) complete incident during
this response time test period:
Enter an incident
Validate the location
Check for potential duplicate calls
Check for any prior calls at same location
Check for and record any premisehazard information
Transfer incident to responsible dispatcher
Update applicable status monitors
Recommend units
Assign one or two units
Place unit(s) on scene
Enter miscellaneous text record
Assign a backup or secondary unit
Place the backup unit on scene
Format and inquiry and retrieve/display the response from SUN/CLETS and send to unit
Enter additional miscellaneous text record
Place backup unit(s) in service
Place primary unit in service and close the incident
Enter two (2) keyed search transactions
The entry of miscellaneous information, assignment of backup units and associated
support functions, while not a typical response for every incident, provide an additional
mix of transactions to represent the load of other incident assignment, display and control
operations, plus associated inquiry and other operations that would occur during actual
operation, whether entered locally or via mobile workstation.
0811 8/03
THE AMERICAN fNSTlTUTE OF ARCHITECTS
Bond No.SU1003719
AIA Document A312
Performance Bond
Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.
CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business):
TIBURON, INC.
39350 Civic Center Drive, Suite 100,
Fremont, CA 94538
OWNER (Name and Address):
City of Carlsbad
1200 Carlsbad Village Drive,
Carlsbad, CA 92008
CONSTRUCTION CONTRACT
Date: September 9, 2003
Arch Insurance Company
510 Heron Drive, Suite 205,
Bridgeport, NJ 08014
Amount: ($2,129,348.00 ) Two Million One Hundred Twen Nine Thousand Three Hundred Fo$ Eight Dollars and 00/100
l&pcription (Name and Location) : Mobile Data System (MDS), a Message switch (MS). a Mobile Mapping System (MMS), an Autornatc Feld Location system (
Public Safety Information System, infXurJing the major subsystems of a Computer Aided Disp ch System (CAD), a Police
), and the components and interfaces for these subsystems
BOND
Date (Not earlier than Construction Contract Date):
Amount: ($2,129,348.00 ) Two Million One Hundred Twenty Nine Thousand Three Hundred Forty Eight Dollars and 001100
Modifications to this Bond: Kl None 0 See Page 3
September 9,2003
(Corporate Seal)
-
TIBURON, I
Signature: Signature :
Attorn ey-in- F act
(FOR INFORMATION ONLY-Name, Address and Telephone)
AGENT or BROKER:
Atlantic Risk Management other party):
5850 Waterloo Road, Suite 240
Columbia, MD 21045
OWNER’S REPRESENTATIVE (Architect, Engineer 0:
41 0-480-4400 I
AIA DOCUMENT A312 a PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED, AIA 63 THE AMERICAN INSTITUTE OF ARCHITECTS, 173s NEW YORK AVE., N.W., WASHINGTON, D C. 2W
THIRD PRINTING MARCH 1987 A312-1984 1
1 The Contractor and the Surety, joi. j and severally,
bind themselves, their heirs, executors. administrators,
Successors and assigns to the Owner for the performance
of the Construction Contract, which is incorporated herein
by reference.
2 If the Contractor performs the Construction Contract,
the Surety and the Contractor shall have no obligation
under this Bond, except to participate in conferences as
provided in Subparagraph 3.1.
3 If there is nD Owner Default, the Surety's obligation
under this Bond shall arise after:
3.1 The Owner has notified the Contractor and the Surety at its address described in Paragraph 10 below
that the Owner is considering declaring a Contractor
Default and has requested and attempted to arrange a conference with the Contractor and the Surety to be
held not later than fifteen days after receipt of such
notice to discuss methods of performing the Construc- tion Contract. If the Owner, the Contractor and the
Surety agree, the Contractor shall be allowed a reason-
able time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if
any, subsequently to declare a Contractor Default; and
3.2 The Owner has declared a Contractor Default and
formally terminated the Contractor's right to complete
the contract. Such Contractor Default shall not be de-
clared earlier than twenty days after the Contractor and
the Surety have received notice as provided in Sub-
paragraph 3.1; and
3.3 The Owner has agreed to pay the Balance of the
Contract Price to the Surety in accordance with the
terms of the Construction Contract or to a contractor
selected to perform the Construction Contract in accor-
dance with the terms of the contract with the Owner.
4 When the Owner has satisfied the conditions of Para-
graph 3, the Surety shall promptly and at the Surety's ex-
pense take one of the following actions:
4.1 Arrange for the Contractor, with consent of the
Owner, to perform and complete the Construction
Contract; or
4.2 Undertake to perform and complete the Construc-
tion Contract itself, through its agents or through inde-
pendent contractors; or
4.3 Obtain bids or negotiated proposals from
qualified contractors acceptable to the Owner for a contract for performance and completion of the Con-
struction Contract, arrange for a contract to be pre-
pared for execution by the Owner and the contractor selected with the Owner's concurrence, to be secured
with performance and payment bonds executed by a
qualified surety equivalent to the bonds issued on the
Construction Contract, and pay to the Owner the
amount of damages as described in Paragraph 6 in cx-
cess of the Balance of the Contract Price incurred by the
Owner resulting from the Contractor's default; or
4.4 Waive its right to perform and complete, arrange
for completion, or obtain a new contractor and with
reasonable promptness under the circumstances:
After investigation, determine the amount for .1
-2
which it rtuy.y be liable to the Owner and, as
soon as practicable aitcr the amount is deter-
mined, tender payment therefor to the
Owner; or
Deny liability in whole or in part and notify the
Owner citing reasons therefor.
5 If the Surety does not proceed as provided in Paragraph
4 with reasonable promptness, the Surety shall be deemed
to be in default on this Bond fifteen days after receipt of an
additional written notice from the Owner to the Surety
demanding that the Surety perform its obligations under
this Bond, and the Owner shall be entitled to eniorce any
remedy available to the'Owner. If the Surety proceeds as
provided in Subparagraph 3.4, and the Owner refuses the
payment tendered or the Surety has denied liability, in
whole or in part, without further notice the Owner shall be
entitled to enforce any remedy available to the Owner.
6 After the Owner has terminated the contractor's right
to complete the Construction Contract, and it the Suwty
elects to act under Subparagraph 4.1, 4.2, or 4.3 above.
then the responsibilities of the Surety to the Owner shall
not be greater than those of the Contractor under the
Construction Contract, and the responsibilities oi the
Owner to the Surety shall not be greater than those oi the Owner under the Construction Contract. To the limit oi the
amount oi this Bond, but subject to commitment by the
Owner of the Balance of the Contract Price to mitigation of
costs and damages on the Construction Contract, the Sure-
ty is obligated without duplication for:
6.1 The responsibilities of the Contractor for correc-
tion of defective work and completion of the Construc-
tion Contract;
6.2 Additional legal, design professional and delay
costs resulting from the Contractor's Default, and re-
sulting from the actions or failure to act of the Surety
under Paragraph 4; and
6.3 Liquidated damages, or if no liquidated damages
are specified in the Construction Contract, actual dam-
ages caused by delayed performance or non-pcrfor-
mance of the Contractor.
7 The Surety shall not be liable to the Owner or others for
obligationsof the Contractor that are unrelated to the Con-
struction Contract, and the Balance oi the Contract Price
shall not be reduced or set off on account of any such
unrelated obligations. No right of action shall accrue on
this Bond to any person or entity other than the Owner or
its heirs, executors, administrators or successors.
8 The Surety hereby waives notice of any change. includ-
ing changes of time, to the Construction Contract or to
related subcontracts, purchase orders and other obliga-
t ions.
9 Any proceeding, legal or equitablc, under this Bond
may be instituted in any court of conipcrent jurisdiction in
the location in which the work or part of the work is located
and shall be instituted within two years after Contractor
Default or within two years aitcr the Contractor ceased
working or within IWO years after the Surety refuses or fails
to perform its obligations under this Bond, whichever oc-
curs first. If the provisions of this Paragraph are void or
prohibited by law, the minimum period of limitation avail-
AlA DOCUMENT A312 * PERFORMANCE BOND AND PAYMENT BOND * DECEMBER 1984 ED. . AIA h
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W.. M'ASHINCTON. D.C. 20006
THIRD PRlNTlNC MAUCH 1987
A312-1984 2
able to sureties as a defense in the juriswction of the suit
shall be applicable.
10 Notice to the Surety, the Owner or the Contractor shall
be mailed or delivered to the address shown on the sig-
nature page.
11 When this Bond has been furnished to comply with a
statutory or other legal requirement in the location where
the construction was to be performed, any provision in this
Bond conflicting with said statutory or legal requirement
shall be deemed deleted herefrom and provisions con-
forming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this
Bond shall be construed as a statutory bond and not as a
common law bond.
12 DEFINITIONS
12.1 Balance of the Contract Price: The total amount
payable by the Owner to the Contractor under the
Construction Contract after all proper adjustments
have been made, including allowance to the Con-
MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
tractor of any amounts received or to be received by
the Owner in settlement of insurance or other claims
for damages to which the Contractor is entitled, re- duced by all valid and proper payments made to or on
behalf of the Contractor under the Construction Con-
tract.
12.2 Construction Contract: The agreement between
the Owner and the Contractor identified on the sig-
nature page, including all Contract Documents and
changes thereto.
12.3 Contractor Default: Failure of the Contractor,
which has neither been remedied nor waived, to per-
form or otherwise to comply with the terms of the
Construction Contract.
12.4 Owner Default: Failure of the Owner, which has
neither been remedied nor waived, to pay the Con-
tractor as required by the Construction Contract or to
perform and complete or comply with the other terms
thereof.
(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
Signature : Signature:
Name and Title: Address: Add less :
Name and Title:
AIA OOCUMEM A312 PERFORMANCE BONO AND PAYMENT BOND * DECEMBER 1984 ED. AIA 3 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 2WOb
THIRD PRINTING MARCH 1987
A312.1984 3
. POWER OF ATTORNEY
Know All Men By These Presents:
That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its
principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint
Terry D. Reynolds, Deborah 8. Brown, Michael A. Walter, Diana L. Parker, Bradley T. Senn and Mary Ann Marbury of
Columbia, MD (EACH)
its true and lawful Attorney@)-in-Fact, to make, execute, seal, and deliver from the date of. issuance of this power for and
on its behalf as surety, and as its act and deed:
Any and all bonds and undertakings
EXCEPTION: NO AUTHORIN is granted to make, execute, seal and deliver bonds or undertakings that guarantee the
payment or collection of any promissory note, check, draft or letter of credit.
This authority does not permit the same obligation to be split into two or more bonds in order to bring each such bond
within the dollar limit of authority as set forth herein.
The Company may revoke this appointment at any time.
The execution of such bonds and undertakings in pursuance of these presents shall be as binding upon the said
Company as fully and amply to all intents and purposes, as if the same had been duly executed and acknowledged by its
regularly elected officers at its principal office in Kansas City, Missouri.
This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of
the Company on March 3, 2003, true and accurate copies of which are hereinafter set forth and are hereby certified to by
the undersigned Secretary as being in full force and effect:
"VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing
and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact,
and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and
undertakings, recognizances, contracts of indemnity and other writings, obligatory in the nature thereof, and any such
officers of the Company may appoint agents for acceptance of process."
This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution
adopted by the unanimous consent of the Board of Directors of the Company on March 3,2003:
VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees
designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and
certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the
resolution adopted by the Board of Directors on March 3, 2003, and any such power so executed, sealed and certified
with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company. ,
00ML0013 00 03 03
Page 1 of 2 Brintec! Ln USA
In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers, this 1 St day of April ,2003 .
Attested and Certified
Arch Insurance Company
Thomas P, Luckstone, Vice President
STATE OF CONNECTICUT SS
COUNTY OF FAIRFIELD SS
I Melissa B. Gilligan, a Notary Public, do hereby certify that Thomas P. Luckstone and Joseph S. Labell personally known
to me to be the same persons whose names are respectively as Vice President and Corporate Secretary of the Arch
Insurance Company, a Corporation organized and existing under the laws of the State of Missouri, subscribed to the
foregoing instrument, appeared before me this day in person and severally acknowledged that they being thereunto duly
authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said
corporation and as their own free and voluntary acts for the uses and purposes therein set forth.
MEUSSA Bee", Notarypubbc SWdCornrecliart
My cornmission expires 2-28-05
CERTl FlCATlON
I, Joseph S. Labell, Corporate Secretary of the Arch Insurance Company, do hereby certify that the attached Power of
Attorney dated on behalf of the person@) as listed above is a true and correct copy and that
the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate;
and I do further certify that the said Thomas P. Luckstone, who executed the Power of Attorney as Vice President, was on
the date of execution of the attached Power of Attorney the duly elected Vice President of the Arch Insurance Company.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 9th day of September I 20-. 03
April 1 I 2003
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein
and they have no authority to bind the Company except in the manner and to the extent herein stated.
Home Office: Kansas City, MO
OOMLOOl3 00 03 03
Page 2 of 2
-
Printed in USA.
7
ARCH Insurance Company ARCH Surety
NOTICE - DISCLOSURE OF TERRORISM PREMIUM
In accordance with the Terrorism Risk Insurance Act of 2002, we are providing this
disclosure notice for bonds on which Arch Insurance Company is the surety.
DISCLOSURE OF PREMIUM '
The portion of the premium attributable to coverage for terrorist acts certified under the
Act is Zero Dollars ($0.00).
DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM
LOSSES
The United States will pay ninety percent (90%) of covered terrorism losses exceeding
the applicable insurer deductible.
bmenard
ARCH INSURANCE COMPANY
STATEMENT OF FINANCIAL CONDITION
December 31,2002 - Assets
Cash in Banks
Bonds owned
Stocks
Premiums in course of collection
Accrued interest and other assets
total Assets
_Liabiltie_s
Reserve for losses and adjustment expmses
Reserve for unearned premiums
Reserve for taxes, expenses and other liabilities
Total Liabilities
Surplus as regards policyholders
Total Surplus and Liabilities
$ 59,182,099
238,634,683
71,083,477
56,612,652
34 775,438
$ 460,288,344
$ 25,110,949
66,818,592
120,608,746
21 2,530,287
247 750,057
$ 460,288,344
/I
/ Secretary By: flhvre Attest:
enior Vice President
State of Connecticut )
City of Stamford )
1 ss
John Mauro Tetto and Joseph Steven Labell, being duly sworn, say that they are Senior Vice President
and Secretary, respectively, of ARCH INSURANCE COMPANY, Missouri: and that the foregoing is a true and correct statement of the financial condition of said company, as of December 31, 2002.
Subscribed and sworn to before me, this 17th day of March, 2003
Notary Public
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