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Tiburon - CAD and MobileCOM Upgrade Agreement
. . AGREEMENT FOR SERVICES (For contracts over $5,000 — NON - DESIGN, NON - ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this -t± day of December, 2014. between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Tiburon Inc., having a principal place of business at 3000 Executive Pkwy. Ste. #500 San Ramon, Cal. 94583. CITY and CONTRACTOR are sometimes referred to herein as a "Party" or the "Parties." ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 4and will continue in effect until Final Acceptance of the work has been given to CONTRACTOR unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall be immediately reported by CONTRACTOR to CITY. In that event, CITY may terminate this Agreement after having given CONTRACTOR fifteen (15) days written notice if CONRACTOR has not caused such lapse to be cured within said fifteen days. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. - ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ("Specific Provisions ") and Exhibit "B" ( "Scope. of Services "), within the time periods described in Exhibit "C" ("Milestone Schedule"). However, it is the contemplation of the Parties that said Milestone Schedule shall apply only in the event that the Parties are unable to agree upon a Project Schedule per Task 4 of the Scope of Services; if the Parties do agree on a Project Schedule, such schedule shall supersede the Milestone Schedule. 4634- 2689-6137v4 4- B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the restrictions regarding assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is . necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the total sum of Two Hundred Sixty -Seven Thousand Eight Hundred Ninety- Two Dollars and Zero Cents ($267,892.00), payable in accordance with Exhibit "D" ( "Payment Schedule "). B. Invoices CONTRACTOR shall submit invoices for all services rendered.. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D". No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the work performed (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within twenty (20) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the Parties, so long as the Parties are working in good faith to resolve such objection through the Informal Dispute Resolution process described below. 4834- 2689- 5137v4 -2- ALF104706098 D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents in the performance of the work to be provided herein, including all claims relating to the injury or death of any person or damage to any property as a result thereof However, CONTRACTOR shall be under no obligation to indemnify and hold harmless CITY for harms arising out or related to the CITY's acts or omissions. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 4834- 2689- 5137v4 -3- ALFM706098 including the loss of use thereof. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may not unreasonably withhold. Notwithstanding the foregoing, CONTRACTOR may assign this Agreement and delegate its duties hereunder to a successor pursuant to a transfer of all or substantially all of CONTRACTOR's business without the prior written consent of CITY, provided that such assignee agrees in writing to perform all such duties and obligations, which may be evidenced by showing CITY the pertinent provisions of any such acquisition agreement. CONTRACTOR shall notify CITY of such an assignment immediately following completion thereof. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: Y CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; i CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement.. 4834 - 2689 -5137A -4_ .ALF104706098 ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR. [Intentionally deleted] B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR, provided the Parties have completed the Informal Dispute Resolution process set forth herein. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this .Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate or suspend the services of this Agreement without penalty if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. 4834 - 2689,5137x4 ALRO4706098 ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ("the Act ") in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. 4834- 2689- 5137v4 _6_ ALRO4706098 F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services to be provided herein by CONTRACTOR for CITY and contains• all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. The Parties acknowledge that they have other contractual relationships, including one or more contracts for other work, and a support agreement (the "Support and Maintenance Agreement") and a software license agreement (the "Software License Agreement ") relating to the work to be performed hereunder. Each parry to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting. on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested, or by national overnight courier service, such as UPS or Federal Express. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed or couriered notices will be deemed delivered as of three (3) days after mailing or delivery to the courier service for overnight delivery, or upon actual receipt, whichever occurs earlier. 48342689- 5137v4 _7_ ALM04706098 J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence, including timing of performance milestones by CONTRACTOR and payments due by CITY. L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. A Limitation of Liability In no event shall either Party be liable for any damages resulting from loss of profit or business, or for any special, indirect, punitive, incidental or consequential damages, whether arising in an action of contract, tort or other legal theory and regardless of whether such party knew or should have known of the possibility of such damages. The Parties acknowledge that the foregoing limitation shall not affect the right of the CITY to recover damages from CONTRACTOR if this Agreement is terminated and the CITY is required to engage another vendor to complete or furnish the work to be provided hereunder. The laws in some states do not allow the exclusion or limitation of incidental or consequential damages, and the above limitation or exclusion shall be construed so as to give it the maximum practical effect without violating such laws. If a court of competent jurisdiction determines that relevant laws in force may imply warranties and liabilities which cannot be excluded or limited or which can only partly be excluded or limited, then the limits on CONTRACTOR's liability set out in this Agreement shall apply to the fullest extent permitted by law. CONTRACTOR's liability for any claim, whether in tort, contract or otherwise, shall be limited to the total sum of Two Hundred Sixty -Seven Thousand Eight Hundred Ninety -Two Dollars and Zero Cents ($267,892.00) N. Informal Dispute Resolution The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth below. (a) If either Party has a dispute, that party shall bring the matter to the attention of the other Party at the earliest possible time via a signed writing, in order to resolve such dispute. (b) The Parties shall attempt in good faith to negotiate a resolution within fifteen (15) days of the delivery of the writing above. Upon request of the other Party, each Party shall provide higher level personnel to participate directly in the negotiations. For 4834 - 2689- 5137v4 -8- ALF04706098 CONTRACTOR, such personnel shall be its Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer; for CITY, it's Chief of Police, Finance Director, or City Administrator. (c) Notwithstanding the fact that the Parties may be attempting to resolve a Dispute in accordance with the informal dispute resolution procedures set forth herein, the Parties agree to continue without delay all their respective responsibilities under this Agreement that are not affected by the dispute. (d) Notwithstanding the foregoing, either Party may, before or during the exercise of the informal dispute resolution procedures, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: Tiburon, Inc. By: J A Name: e W. DGu Title: C(LP /5A1+JL4+L a►0C* V— Social Security or Taxpayer Identification Number 33. 0gg40 3 Approved as to Form F ity Attorney 4834 - 2689- 5137v4 ALFID4706M -9- CITY: F GILROY By: Name: Thomas Ha and Title: City Administrator ATTEST: C,� �C, /vl L r11 S'tr W EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit "B", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign, who will act in the capacity of Project Manager, and who will personally direct such Services. � VIP t, JUN N&J�,] Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Scott Golden shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY reasonably determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C "; provided, however, that the Parties intend that a new Project Schedule will be agreed to as part of Task 4 in the Statement of Work contained in Exhibit `B" herein, and said new Project Schedule, if agreed to, shall supersede the schedule in Exhibit "C ". 4838-2@9OM61d - I - UM706MB IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. The warranties expressed herein are in lieu of all other warranties, whether express or implied, including but not limited to the warranty of fitness for a particular purpose and warranty of merchantability. Notwithstanding the foregoing, the Parties acknowledge that the work supplied to the CITY hereunder is already covered by existing warranties as well as duties of CONTRACTOR to support and maintain the work, and that such warranties and duties. shall also apply to the work to be performed hereunder. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment.to CONTRACTOR), or for any longer period required by law, sufficient books and records in 4M2989-061d -2- accordance with staridard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR. CITY shall have the right to inspect those books and records specifically pertaining to this Agreement at Tiburon's primary office at CITY's request. D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received from CONTRACTOR and all other written information received from CONTRACTOR shall be held confidential by CITY and shall not, without the prior written consent of CONTRACTOR be divulged or made public; provided however that CITY may make such information public or provide it to third parties as required, in CITY's interpretation by state or federal law, including the California Public Records Act or the CITY's Open Government Ordinance, or by court process. In the event CITY receives a request for such records, CITY shall use its best efforts to promptly notify CONTRACTOR thereof. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CONTRACTOR; however, CITY shall be licensed to use the CONTRACTOR software and documentation provided herein for its internal purposes in accordance with the terms and conditions of the Software License Agreement in place between the Parties. Notwithstanding the foregoing, ownership and title to all City - provided materials and data (and data generated therefrom) shall remain vested with 483628OH387v3 -3- UM70M City; Tiburon has a license to use such materials and data solely for the purposes of providing the services hereunder. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. H. NOTICES. Notices are to be sent as follows: CITY: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Attn: Scott Golden CONTRACTOR: Tiburon Inc. C/O Scott Carroll 3000 Executive Pkwy. #500 San Ramon, CA. 94583 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply: If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other 4834- 2889.8387vi -4- 196M70M consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4836- 21OM381YO -5- u EXHIBIT "B" SCOPE OF SERVICES [Statement of Work commences on next page.] 4835- 2ffiMSTvi -1- 149MDOOM City of Gilroy Statement of Work INTRODUCTION This Statement of Work (SOW) defines the principle activities and responsibilities of the Client and Tiburon, Inc. (Tiburon) for the implementation of Tiburon applications (the "Project ") defined below. The Tiburon applications described below will be deployed in a Microsoft Windows environment. The Statement of Work tasks are not always completed sequentially and some tasks may be concurrent. The completion and acceptance of any task is not necessarily contingent upon completion of the preceding task. The Tiburon applications to be deployed in accordance with this Statement of Work include: CommandCAD v2.9 (8 Dispatch / Calltaker workstation licenses and 4 Admin / Status workstation licenses) • including the following add -on's — o Location Verify Services (LVS) • ReformatDESIGNER o DataWarehouse o MSS o Maverick Mapping (8 workstation licenses) • Including the following interfaces — o Fire Station Printing • E911 Interface (Client will be upgrading their VESTA workstations outside of this Agreement. It is assumed the upgraded VESTA will require the same interface protocols as currently installed.) • TimeSynch • State Message Switch (to SLETS via MAGUS end point) • AVL (42 licenses) • CAD to FRMS Transfer (SunPro) • CAD -RMS Transfer (Tiburon products) • TDD/TYY (Client will be upgrading their VESTA workstations outside of this Agreement. It is assumed the upgraded VESTA will require the same interface protocols as currently installed.) MobileCOM v5.3 (45 workstation licenses) • Including the following add -ons — o Mobile Mapping (42 workstation licenses) Development and approval of Client - specific application- related documentation will occur as follows: 1 City of Gilroy Statement of Work • Tiburon will deliver a baseline specification document for each Tiburon application that will be delivered under this project prior to the development of Client - specific tailoring and configuration parameters. As part of the Business Practice Review (BPR) task, Tiburon and the Client will review Client- specific parameters and field tailoring, which Tiburon will document in an Application Tailoring Document (ATD). Tiburon will prepare and deliver the ATD to the Client for review and approval. • The baseline specification document(s) together with the approved ATD(s) will become the blueprint for configuring the Tiburon applications for delivery under this Statement of Work. Attachment A.1 is an Interface Deliverable. List. Tiburon will deliver a Client - specific version describing the interfaces developed during the Interface BPR and thereafter referred to as the Interface Control Document (ICD). The ICD will be used for a system integration demonstration of the Tiburon applications. City of Gilroy Statement of Work PROJECT MANAGEMENT COMMITMENT The Client and Tiburon shall each designate a project manager to oversee the project and support the following: Tiburon Responsibilities: a. Maintain project communications with the Client's Project Manager. b. Schedule all Tiburon staff and subcontractor support to ensure project progress and completion in accordance with the project schedule. c. Conduct status meetings with the Client's Project Manager as required. d. Provide responses to Client inquiries within ten (10) business days. e. Prepare and submit a monthly project status report that identifies the activities of the previous month, as well as activities planned for the current month. Tiburon will deliver these reports no later than the tenth (10th) calendar day of each month. Client Responsibilities: a. Maintain project communications with Tiburon's Project Manager. b. Coordinate and facilitate all Client staff and third -party (vendors and/or agencies) support to ensure project progress and completion in accordance with the project schedule. c. Participate in status meetings with Tiburon's Project Manager. d. Provide written responses to Tiburon inquiries, task completion letters, and document submittals within ten (10) business days. e. Ensure Tiburon (Cisco) VPN remote access including dedicated high speed (T1 (1.544mb /s) or greater bandwidth). Access to Client servers on Client,site(s) must be interactive, including but not limited to PC Anywhere, Remote Desktop, VNC, telnet, secure shell (SSH), and application - ldvel TCP/IP socket connectivity as determined necessary by Tiburon. Access provided to Tiburon must include local administrative control of all servers involved in the Tiburon implementation. In addition, Tiburon requires the ability to dynamically upload/download files to the server(s) without third -party intervention. f. Ensure workspace is available at the Client's project site for Tiburon's Project Manager. This space should include desks, chairs, and electrical connections. g. Ensure telephones are located at each of the workspaces and adjacent to the central processor for the duration of the project. Tiburon will be responsible for all Tiburon - initiated long- distance charges while on site. City of Gilroy Statement of Work TASK 1 PROJECT INITIATION MEETING Task Description: A project initiation meeting will be scheduled on a mutually agreed to date and conducted by Tiburon via teleconference. The objectives of this event include: • Client and Tiburon personnel introductions; • Review project scope; • Review Client and Tiburon roles and responsibilities; • Establish a clear chain of communication and authority, • Review the initial project schedule; and • Review the process, agenda, and the resource and scheduling requirements for the BPR Tiburon Responsibilities: a. Coordinate with the Client's Project Manager to establish a schedule and agenda for the meeting. b. Conduct the project initiation meeting teleconference. c. Deliver one (1) complete set of baseline specification documents for each Tiburon application listed above. Client Responsibilities: a. Coordinate with Tiburon's Project Manager to establish a schedule and agenda for the meeting. b. Ensure that all appropriate Client personnel attend and actively participate in the project initiation meeting. Completion Criteria: This task is considered complete when: • The project initiation meeting has been held; and • Baseline specification documentation for each Tiburon application has been delivered. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. 4 City of Gilroy Statement of Work TASK 2 BUSINESS PRACTICE REVIEW(S) Task Description: The BPR is a process of evaluating the Client's existing business practices in conjunction with Tiburon application functionality. The Client and Tiburon will meet to review the baseline specification documentation for Tiburon applications. The key objectives of this meeting are to promote understanding of system functionality, identify product tailoring requirements, and evaluate the integration of existing external interfaces. Application tailoring for database products includes adding an existing or new code table behind an existing field (no processing can be included). This process will allow the Client to identify any existing operating policies and/or procedures that may be modified to accommodate Tiburon application functionality. Tiburon and the Client will identify and document all tailoring for each Tiburon application. Application tailoring includes the renaming of agency - specific data elements and the reformatting of existing data entry screens, as well as defining site - specific parameters (such as the lengths of certain fields, and field formats). Application tailoring does not include modifications such as to the software source code, database layouts, report output column headers or formatting, or interfaces to internal or external databases or systems. Any such modifications are considered "customization" and, unless specifically identified as "included customizations," are not included in the scope of this project. The BPR is a set -up and configuration activity. During this and the implementation phases, the Tiburon Project Manager will work with the Client to identify data sources that can be used to optimize the set up and configuration process. During the project, Tiburon will provide the Client with packets of Excel workbooks that can be used for data import. The Client's Project Team will convert existing data sources into a corresponding Excel workbook called the Application Configuration Document (ACD). Tiburon will summarize the information gathered during the BPR regarding Tiburon application tailoring requirements and site specific parameters in an ACD. The ACD will define how the Tiburon application(s) will be tailored for deployment at the Client site. As apart of the BPR, Tiburon and the Client will review and define the parameters for all system interfaces. Those interface parameters will be described in the ICD. Tiburon Responsibilities: a. Utilize the baseline specification documents as a guide for demonstration of Tiburon application functionality. b. Utilize the ICD as a guide for discussion of interface functionality and update ICD if necessary. c. Document and deliver the ACD(s). Client Responsibilities: a. Ensure participation of Client staff with operational, policy, and procedure expertise, and decision - making authority, to analyze business practices in relation to Tiburon application functionality. b. Provide pertinent information, data, record layouts, documents, and make tailoring decisions for Tiburon applications. c. Provide pertinent information, record layouts, documents, and connectivity necessary to establish interfaces with all local and remote systems. d. Review the ACD submitted by Tiburon and identify in writing any specific issues found within ten (10) business days. City of Gilroy Statement of Work Completion Criteria: This task is complete when the Client has approved the ACD. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. A separate task completion letter may be presented for the BPR as each Tiburon application is completed. Completion of this task is required before Tiburon will proceed with any further project work. City of Gilroy Statement of Work TASK 3 FINALIZE HARDWARE REQUIREMENTS Task Description: Tiburon and the Client will validate the system hardware configuration list. The Client and/or Tiburon will utilize the list to procure the system hardware and third -party software components_ according to the contract. All such items shall be procured to support the project schedule. Tiburon Responsibilities: a. beliver a final list of all hardware, third -party software, and third -party services required for this project that will be provided by Tiburon and/or the Client. Client Responsibilities: a. Upon request, provide information on existing hardware/system software components and terminal networks, as well as projected utilization statistics and other information as may be reasonably required to validate final hardware requirements. b. Ensure that all equipment can be physically installed in equipment room(s). c. Review and approve the final hardware configuration document within ten (10) business days. Completion Criteria: This task is complete when the Client has approved the final hardware configuration document. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. Procurement of the hardware/software is not required for task completion. City of Gilroy Statement of Work TASK 4 PROJECT SCHEDULE Task Description: Finalize the project schedule and define the priorities and inter - dependencies among tasks. Upon the Client's approval, the project schedule will supersede the initial project schedule. Following the approval of the project schedule, any changes to the cutover date must follow the change proposal process, and may result in additional services charges. Tiburon Responsibilities: a. Work with.Client to finalize the project schedule. b. Confirm that all Tiburon tasks in the project schedule can be met. c. Deliver the project schedule document for the Client's review and approval. Client Responsibilities: a. Work with Tiburon to develop the project schedule. b. Confirm that all Client tasks in the project schedule can be met. c. Review and approve the project schedule within ten (10) business days. Completion Criteria: This task is complete upon the Client's written approval of the project schedule. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. 8 City of Gilroy Statement of Work TASK 5 GEO -DATA FOR COMMANDCAD Task Description: Tiburon will implement procedures to support the loading of Client- Supplier Geo -data in the LVS format and will perform the initial conversion and loading. Tiburon will also provide training and documentation on the conversion and loading process. The Client will be responsible for ongoing conversions and loading of updated information using the Tiburon documented procedures. Tiburon Responsibilities:. a. Obtain from the Client a standard ESRI ArcView shapefile containing the street centerline segments to be supported by the systems proposed. The minimum essential street data for each record include a StreetName field (or fields containing directional prefix, street name, street type, and directional suffix). The street centerline file must also contain, for each segment record in the street centerline file, appropriate ranges for low and high addresses, on both left and right sides, each in its own respective field (Example: From_Left, To—Left; From—Right, To_Right). All map layers must have the same, geographic projection. Note: Each required map layer, and some optional layers, must contain certain required data elements. Other data may be classified as recommended or optional. The usage and benefits of the various data elements is explained in more detail in the accompanying document titled MAVERICK LVS -Map Content Requirements. b. Obtain from Client all polygon boundary ArcView shapefiles for each service to be dispatched plus a City Boundary Layer. Common response boundary layers are: Police and /or Fire and/or EMS, reporting districts (RDs, grids, or atoms). Each service must be contained in a separate map layer which should be drawn as accurately as possible. Each layer must contain the following information, each in its own respective field: ServicelD, Agency, Dispatch Group, Area/Name ID (RD), Response Modifier (if any), and (Community). The City Boundary Layer must contain the City Name and three- letter City Code. All map layers must have the same geographic projection. Note: Each required map layer, and some optional layers, must contain certain required data elements. Other data may be classified as recommended or optional. The usage and benefits of the various data elements is explained in more detail in the accompanying document titled MAVERICK LVS -Map Content Requirements. c. Use MaverickLVS to convert the collected map layers for system use. d. Provide the Client with documentation of the conversion/loading process. e. Provide the Client with information regarding the types of data exceptions that may be detected during data conversion and loading operations that require correction in the Client - provided source data. f. Provide training to the Client on the use of Maverick MapSetup which is used for the conversion, configuration and distribution of map layers (1 session up to eight (8) hours not to exceed six (6) students). The Client is responsible for both initial geo -data development and ongoing data maintenance. Maverick MapSetup applies to both Maverick Map and Mobile Map. Client Responsibilities: a. Provide ESRI ArcView shapefile for each required layer as described in Paragraphs A and B of Tiburon Responsibilities section above. Layer content requirements are further detailed in the accompanying document titled MAVERICK LV -Map Content Requirements 9 City of Gilroy Statement of Work Note: Each required map layer, and some optional layers, must contain certain required data elements. Other data may be classified as recommended or optional. The usage and benefits of the various data elements is explained in more detail in the accompanying document titled MAVERICK LV Map Content Requirements. b. Assume responsibility for both initial geo -data development and ongoing data maintenance. c. Provide a Map Administrator to act as the point of contact regarding conversion and loading issues: d. Provide the above - specified ESRI ArcView shapefiles'for import into the system via network connection, by compatible tape drive or CD -ROM media. e. Review the provided documentation to ensure an understanding of the data requirements and usage. f. Provide all ESRI and associated systems software licenses and workstation equipment necessary for the entry and maintenance of the base geographic information. g. Provide trained staff to make data additions, deletions, or corrections as necessary in support of geo -data conversion and loading for on -line operations and for continuing geo -data maintenance. h. Be solely responsible for the content and accuracy of the source map layers and all related data. Completion Criteria: This task is complete when the data has been successfully loaded into the system. Data errors in the Client - provided source will not prevent task completion. Task completion will be confirmed by the Client's signature on the task completion letter prepared by Tiburon. Task completion is required before Tiburon will proceed with any Code Table/ System File Training. 10 City of Gilroy Statement of Work TASK 6 INITIAL SYSTEM INSTALLATION Task Description: Install system hardware and software required on servers to support software tailoring and demonstration of Tiburon applications. Tiburon Responsibilities: a. Provide the Client with an initial inventory of the computer hardware and other third -party products procured by Tiburon. Subsequent deliveries will be inventoried and reviewed as they occur. b. Install system hardware and software required on servers to support software tailoring and demonstration of Tiburon applications. c. Deliver the site plan that identifies system characteristics such as network information, system architecture information, and hardware information. d. Install primary database software. Client. Responsibilities: a. Verify and accept all hardware that is shipped onsite by signing the shipping document and faxing it to Tiburon's Purchasing Department (925-621-2796). Notify the Tiburon Project Manager immediately if items are delivered damaged. b. The Client will procure, inventory, and install the Client - procured hardware configuration and operating systems. The equipment to be installed will be sufficient to support initial software installation, application program tailoring, initial interface development, and testing activities. c. Provide Tiburon with the server and third -party information necessary. for the Tiburon support files. d. Provide a site adequate for the installation, operation, and maintenance of all computer and workstation equipment. e. Provide all communication lines, modems, hubs, routers, cabling, and other components necessary for system operation and maintenance that are not provided by Tiburon. f. Assume responsibility for modifications to furniture as required for workstation operation and maintenance. g. Assist with the installation and verify operation of interfaces to any Client- provided networks. h. Provide TCP/IP communications support for any existing networks, workstations, and printers that access Tiburon applications. i. Install and test all remote workstations and communications equipment. j. Review and comply with the Tiburon Software License Agreement (SLA). Completion Criteria: This task is complete when the initial system installation is completed. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. 11 City of Gilroy Statement of Work TASK 7 APPLICATION SOFTWARE TAILORING The Tiburon application software will be tailored in accordance with the ATD. Tiburon Responsibilities: a. Tailor the Tiburon application software in accordance with the ATD. Client Responsibilities: a. Respond to all questions that arise during system tailoring within ten (10) business days to avoid impacting the overall project schedule. . Completion Criteria: This task is complete when the tailored Tiburon applications are installed. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. A separate task completion letter may be generated for each Tiburon application. 12 City of Gilroy Statement of Work TASK 8 INITIAL DATA CONVERSION Task Description: This task involves the extract, conversion, loading, and testing of specified legacy application data into the new application database(s), based upon the approved data conversion plan. The following data sets will be converted as part of this upgrade — CARS/Datawarehouse to Data Warehouse (v2.9) • CAD History from CommandCAD v2.2 to CommandCAD v2.9 (limited to data currently contained within LIVE database) Tiburon Responsibilities: a. Meet with the Client to review and generate the data mapping worksheets. b. Receive and review source data. c. Generate a data conversion plan and provide recommendations based upon the source data information. d. Prepare the required conversion software to accept the files from the Client's legacy system and create the necessary Tiburon application data files. e. Perform the data conversion process to load the test files. Client Responsibilities: a. Designate a knowledgeable person to work with the Tiburon Data Conversion Team to map the fields. b. Prior to the conversion process, purge unnecessary data to ensure that the database or data provided to Tiburon contains only the data that the Client intends Tiburon to convert. c. Provide Tiburon access to the data to be converted by delivering a copy of the data in ASCII format or providing ODBC access to the data. d. Tiburon requires Data Dictionary and ERD data definition (record layouts or definitions) documentation for the source data. Tiburon encourages clients to submit all accurate, available documentation to help our engineers understand the source system. e. Review and approve the data conversion plan within ten (10) business days. f. Deliver the data to be converted to Tiburon (if different from the data provided in the data conversion planning task). g. Conduct testing on the initial conversion to review functionality. and data results. h. Review resulting test files, document any problems, and collaborate with Tiburon on a plan for corrective action within ten (10) business days. Completion Criteria: This task is complete when Tiburon has converted the initial data. Data correction is not a requirement for completion of this task. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. 13 City of Gilroy Statement of Work TASK 9 SYSTEM INTERFACES Task Description: Install and test the following interfaces as defined in Attachment A.1, Interface Deliverables List. Tiburon Responsibilities: a. Test interfaces to demonstrate conformance with the ACD and the ICD(s). Client Responsibilities: a. Assume responsibility for any hardware, software licenses, modifications, or additions to any systems not supplied, installed, tested, or licensed by Tiburon. b. Act as the liaison between the agencies and third -party vendors required to support the interfaces. c. Provide Tiburon with the physical connections for each interface, to allow Tiburon to test the functionality of each interface in an appropriate environment. d. If the interfaces are currently in operation, it is the Client's responsibility to disconnect each of the interfaces from the operational environment to facilitate interface testing. Testing may be required more than once during the project to ensure operational readiness. Completion. Criteria: This task is complete when all interfaces have been demonstrated to function in accordance with the ICD. Delays or unavailability of external systems and/or interfaces not made available to Tiburon shall not delay completion of this task. In those cases where demonstration is delayed through no fault of either the Client or Tiburon, the Client shall authorize the demonstration of the interface function at a later date. Such rescheduling of interface demonstrations shall not delay the scheduled go -live or any subsequent tasks. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. A separate task completion letter may be generated for each Tiburon Interface. 14 City of Gilroy Statement of Work TASK 10 CODE TABLE AND SYSTEM FILE TRAINING Task Description: Tiburon will provide a sample set of test/training files and deliver production data tables. This training will not be scheduled until the geofile has been successfully completed by the Client and is loaded into the application. Tiburon will then train Client staff in the entry of agency - specific data. All training courses will be conducted Monday through Friday between the hours of 0800 and 1700. Tiburon Responsibilities: a. Provide a sample set of test/training files and. deliver production data tables. b. Training will be planned for session duration hours as listed below. If the Client releases the Tiburon trainer prior to the end of the scheduled session, the training shall be considered complete. c. Provide one (1) electronic copy of all training materials for this task no less than ten (10) days prior to training. d. Conduct training courses as outlined below: Duration Partictl�fflits of CommandCAD System File Maintenance 40 6 1 ReformatDESIGNER 16 6 1 Browser Set -up Training for CAD — REMOTE 4 6 1 CommandCAD System Administration 8 6 1 Data Warehouse.Reporis (SSRS) 24 6 1 Client Responsibilities: For each of the training courses described above, the Client will: a. Complete entry of agency - specific data (i.e., code tables and parameters). b. Assign personnel with basic Windows software skills to receive training. The number of course attendees shall not exceed the class sizes listed in the tables above. c. Provide a suitable classroom facility with computer workstation equipment for each participant in the training session and the instructor. The room must be able to be darkened and include a Client - provided projector as well as a whiteboard or equivalent. d. Provide one (1) set of training materials for each student; either hard copy or CD. Completion Criteria: This task is complete when Tiburon has conducted the training courses described above. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. A separate task completion letter may be generated for each Tiburon application. 15 City of Gilroy Statement of Work - TASK 11 WORKSTATION INSTALLATION Task Description: Tiburon will install the client software on a pilot set of three (3) desktop workstations or mobiles. The workstations will be tested for connectivity and communication. The Client is then responsible for the installation of the applicable software on the remaining workstations. Tiburon Responsibilities: a. Install and test client software on workstations or mobiles at the Client's location. b. With the Client's assistance, install Tiburon's client software on up to three (3) computer desktop workstations or mobiles. c. During installation, train Client participants on the installation procedures. Client Responsibilities: a. Install and configure the Tiburon - provided client software on all remaining workstations. b. Prior to use, comply with the setting requirements for the software. c. Test each workstation to ensure operation by logging in, launching the application, and completing a query, entry, and modification. Completion Criteria: This task is complete when Tiburon certifies that the three pilot workstations or mobiles have been installed with attendance of Client staff. The installation, testing, and demonstration of client software operating on more than three (3) is not required for task completion. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. 16 City of Gilroy Statement of Work TASK 12 TIBURON APPLICATION TRAINING Task Description: Training will be conducted at a Client facility. All training courses will be conducted Monday through Friday between the hours of 0800 and 1700. Training on the Tiburon applications will not commence until the application software functional demonstration is complete. Conduct training courses as outlined below: 'I'llniron Sessions I)u ation o CommandCAD Dispatcher /CallTaker, Train the Trainer 80 Participants of 10 2 CommandCAD Supervisor Training 4 10 1 MobileCOM System Administration and Train the Trainer 12 10 1 Tiburon Responsibilities: For each of the training courses described above, Tiburon will: a. Provide training in accordance with a mutually agreed to schedule. b. Training will be planned for session duration hours as listed above. If the Client releases the Tiburon trainer prior to the end of the scheduled session, the training shall be considered complete. c. Provide one (1) electronic copy of all training materials for this task no less than ten (10) days prior to training. Client Responsibilities: For each of the training courses described above, the Client will: a. Assign personnel with basic Windows software skills to receive training. Number of course attendees shall not exceed the class sizes listed in the above tables. b. Provide a suitable classroom facility with computer workstation equipment for each participant in the training session and for the instructor. The room must be able to be darkened and include a Client - provided projector as well as a whiteboard or equivalent. c. Provide one (1) set of training materials for each student. d. Provide end -user training for all remaining Client personnel in accordance with the project. schedule. Completion Criteria: This task is complete when Tiburon has provided all of the scheduled training. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. A separate task completion letter may be generated for each Tiburon application. 17 City of Gilroy Statement of Work TASK 13 FINAL DATA CONVERSION Task Description: Final conversion of the Client's data files will be accomplished in accordance with the data conversion plan. Tiburon Responsibilities: a. Receive the Client's final data files and execute the conversion programs in accordance with the approved data conversion plan. b. Immediately following final data conversion, Tiburon will notify the Client that the Tiburon application(s) is ready for cutover. Client Responsibilities: a. Correct any problems identified during the initial data conversion task. b. Provide Tiburon with the complete set of final data files to be converted. c. Review resulting files, document any problems, and collaborate with Tiburon on a plan for corrective action. Completion Criteria: This task is complete after Tiburon has delivered the final converted data. In case of errors, this task will be complete upon the Client's approval of a corrective action plan. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. A separate task completion letter may be generated for each Tiburon application for which data is converted. 1s City of Gilroy Statement of Work TASK 14 CUTOVER Task. Description: Tiburon will assist the Client in placing the Tiburon application(s) in operational status and support the Client with onsite staff for up to 3 days. Tiburon Responsibilities: a. Notify the Client when the Tiburon application(s) is ready for live production status. b. Monitor the operation of the Tiburon application(s) for up to the above contracted consecutive days. If the Client elects to delay cutover of specific subsystems or modules, Tiburon will support the cutover of those subsystems or modules via remote access. c. Assist Client staff in utilizing and supporting the system(s). Client Responsibilities: a. Begin operational use of the system(s). Completion Criteria:. This task it complete when the Tiburon application(s) is placed in live production operation. Task completion will be confirmed by the Client's signature on the task completion letter provided by Tiburon. A separatel task completion letter may be generated for each Tiburon application. 19 ATTACHMENT AA: INTERFACE DELIVERABLE LIST • Location Verify Services (LVS) • Fire Station Printing • E911 Interface (Client will be upgrading their VESTA workstations outside of this Agreement. It is assumed the upgraded VESTA will require the same interface protocols as currently installed.) • State Message Switch (to SLEe TS via MAGUS end point) • CAD Mapping A licenses) • Mobile Mapping (42 licenses) • AVL (42 licenses) • DataWarehouse • CAD to FRMS Transfer (SunPro) • ReformatDESIGNER • CAD -RMS Transfer (Tiburon products) • TDD/TYY (Client will be upgrading their VESTA workstations outside of this Agreement. It is assumed the upgraded VESTA will require the same interface protocols as currently installed.) Tiburon, Inc. 3000 Executive Parkway, Suite 500, San Ramon, CA 94583 t: 925- 621 -2700 f: 925- 621 -2799 EXHIBIT "C" MILESTONE SCHEDULE [Milestone Schedule commences on next page.] 4838-2 188- 6381vi ULVU06M ID ask Name Duration Stag Finish f redecessors Resource Nemec 1 System lnatefletlon -DRAFT Schedule - Updated to Task 4 - -- — Contract Signing • ADJUST TO ACTUAL CONTRACT SIGNING DATE Schedule Project Initiation Meeting CommandCAD and MoblIsCAD Task 1 - Project Initlatlon Meeting Client and nbunm,personnel Introductions Review Project Scope Review Roles and Responsibilities Review Initial Project Schedule Schedule Business Practice Review ! Milestone Sign -of -Task 2 - Bualnees PracBiie fievtew Use Baseline documents to demonstrate CommandCAD Use Baseline documents to demonstrate MobileCAD Discuss Interfaces and update Interface Control Documents Deliver the Application Tailoring Document ppro re AppgcaG6ri Ta6oring Documenf App' Milestone Sign -of I Teek 3 - Finalim Hardware Requirements Deliver a final IM of all Hardware, third -party software, and third-party service MllestcrieSign -off CSenf order install, and stage required hardware Task 4 - Project Schedule Finalize project Approve project schedule Milestone sign -o6 Task 5 - GeoData for CommandCAD Provide client source data 1.. Use LVS to convert date into Tiburon format toad converted data into CommandCAD Provide LVS documentation to client Train the LVS process to the client Provide exception list to client Apply corrections to client source data Milestone sign-off Task 6 - Mille! Systers Installation Install system hardware and software to support software tailoring I Install Primary Database I Delivery site plan Milestone sign -o6 Task 7 - Application Software Tailoring Tailor Application in accordance with ATD 243 days: Wed 12131/14 Fri 12/4/16 0 days: Wed 12/31/14 Wed 1031/14 10 days: Wed 12131/14 Tue 1/13/152 , 233 days Wed 1H4115 Fri 12/4/18 1 day Wed 1/14/15 Wed 1/14115 1' day Wed 1/14115 Wed 1/14/153 1 day Wed 1114/15 Wed 1/14/156SS 1 day Wed 1/14115 Wed 1/14/156SS 1 day Wed 1/14/15 Wed 1114 /15 0SS 1 day Wed 1114115 Wed 1/14/15 699 0 days Wed 1/14/15 Wed 1/14/1510 32 days Thu Ir2im s ow lh3115 6 days Thu 1/29/15 Wed 2/4/1511 FS +10 days 2 days Thu 2/5/15 Fri 2/6/1513 5 days Mon 2/9/15 Fri 2/13/1514 10 days' Mon 2116/15 Fri 2/27/1515 10 days Mon 312/15 Fri 3/13/1518 0 days Fri 3113/15 Fri 3/13/1517 20 days, Thu 111SMS Wed 2171/15 20 days, Thu 1115/15 Wed 2/11 /1511 0days Wed 2111/15 Wed 2/11/1520 46 days, Thu 2/12/15 Wed 419/15 21 20 days Mon 2/9/15 Fri 3/0/15 10 days Mon 09/15 Fri 2/20/1514 10 days; Mon 2!23/15 Fri 3/9115 24 0 days; Fri 316/15 Fri 3/6115 25 180 days Thu 1115115 Wed 9(23!15 20 days' Thu 1/15/15 Wed 2/11/1511 ... .. . 30 days; Thu 2/12/15` Wed 3125/15 28 5 days. Thu 9126 /15 Wed 4 /1/1529 5 days Thu 412/15 Wed 4015 30 2 days Thu 419/15 Fri 4110/15 31 5 days' Thu 4015 Wed 418115 30 120 days Thu 4/9/15 Wed 9=15 33 0 days Wed 418115 Wed 4/8/15 33 40 days Thu 419/15 Wed 613/1 S 20 days Thu 4/9/15 Wed 5015 22 20 days Thu 517/15 Wed 6/3/15 37 10 days Thu 51//15 Wed 5/20!15 37 0 days Wed 813/15 Wed 6/3/15 38 20 days Thu 014115 Wed 7 /1/15 20 days Thu 6/4/15 Wed 7/1/15 40 -- 2 3 4 5 6 7— 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 28 27' 28 29 30 31 32 33 34 35 38 37 38 39 40 41 42- Page 1 SAMPLE ID ® Tesk Name I Duration I Start Finish Predebessrns Resource Nerves 43 Milestone si7no Task 8 - Initial Data Conversion Tiburon and Client review and generate data mapping worksheets .............. Client provkle source dada Tiburon review soume data Generate a data conversion plan Develop corrective action plan Milestone sign -off Task 9.5ysteminterfacee Install Syaleni Interfaces Test System Interfaces Demonstrate System Interfaces Mllestonesign -otf Task 10 -Code Table and System File Training WebOuery Administration CommimMAD System Code Tables/Authorizatin _.... :. _ .. EietoiinatDE510NF_R System Administradon Data Warehouse Reports (SSRS) Milestone sign off Client bulids Code and System files Tamc11- WorksteGon Installation Install 3 workstations in client location Train client on Installation process Install remaining workstations Test each Installed workstation Milestone 6171 -off Task 112- Tiburon Application Training CcmmandCAD Train the Trainer ConimarniCADSuperJsor7ralning M6611000M System Admin and Train the Trainer TralMng Milestone sign -off Client train remaining users Task 13 - Final Data Conversion Provide final data files Run final data conversion Review final data conversfon Report any discovered Issues Milestone sign -off Notily client system ready for cutover Task 14 - Cutover Create a Cutover Plan 0 days Wed 711 /15 Wed 7 /1/15 42 120 days Mon 3/16115 Fri BM8115 26 days: Mon 3116/15 Fri 4/10/1517 40 days Mon 4/13/16 Fn 61511545 20 days Mon 618/15 Fri 713115 46 20 days Mon 716/15 Fri 7/31/15 47 20 days Mon 813/15 Fri 8/28/15 48 0 days' Fri 8128/15 Fri 8/28/16 49 120daye; ThuYIMB Wed 10/21/15 60 days Thu 617/15 Wed 7/29/15 37 40 days: 7130/15 Wed 9/23115 52 20 days -Thu 9124/15 Wed 10/E1/15 59 o days Wed 1021/15 Wed 10121 /1554 132 days' Thu 614/15 Fri 1214115 1 day, Thu 8!4/15 Thu 6/4/1540 5 days Fri 815/15 Thu 6/11/15 57 2 days _Fri '8112/15 Mon 6115l15 58 1 day Tue 6/16/15 Tue 6/16/15 59 3 days Wed 6/17115 Fri 8/19/15 60 0 days Fri 8!19/15 Fri 6119115 61 120 days Mon GW15 Fd 12/4/15 62 91 days Thu 614/15 Thu 10/8/15 5 days Thu 64115 Wed 6/10115 40 1 day Thu 614/16 Thu 614/15 40 90 days Fri 615115 Thu 10/811568 90 days Fri 615115 Thu 1018/15 67SS 0 days Wed 6110/15 Wed 6/10/15 65 74 days Thu 7/?J15 Tue 10113115 10 days Thu 7/2/15 Wed 7/15/15 33,43,62,66 - 1 .day. Thu 7/16/15 Thu 7/16/1571 3 days Fri 7/17/15 Tue 7 /21/15 72 0 days Tue 7121/15 Tue 7121/15 73 60 days Wed 7/22/15 Tue 1 0/1 3115 74 17 days Wed10114/15 Thu 1115115 10 days Wed 10/14/15 Tue 1 0/2711 5 75 5 days Wed 10/28/15 Tue 11/3/1577 1 day Wed 11 /4/15 Wed 11/411578 1 day Thu 1116/15 Thu 11/511579 0 days Thu 111SM 6 Thu 11/5115 80 0 days. 11/5115 Thu 11/5115 80 43 days Fri 9111 /15 Tue 11/10 /15 10 days. Fri 9111 /15 Thu 9/24/15 85FS -40 days 44 45 48 47 _ 48 49 50 51 52 53 54 55 56 57 58 � 60 61 82 63 64 65 68 68 69 70 71 72 73 74 75 76 77 78 79 80 81 _ 82 83 84 Page 2 SAMPLE ID 8 Task Name Duration Start Finish Predecessors Resource Names 85 Begin operational use of system 0 days' Thu 11%5/15 Monitor operational use of system 3 days; Fri t t /6/15 westone sign -off 0 days Tue 11/10115 Thu 1 1 /511 5 82,75,68.55,34 Tue 11%10/1585 Tue 11/10/1586 86 87 Page 3 SAMPLE DRAFT - FOR DISCUSSION ONLY EXHIBIT "D" PAYMENT SCHEDULE • Upon Contract Signing — 10% • Upon Completion of Task 1— 20% • Upon Completion of Task 6 — 20% • Upon Completion of Task 9 — 20% • Upon Completion of Task 12 — 20% • Upon Completion of Task 14 —10% 4839- 2689-0UM IAEMAIM as ACORO CERTIFICATE OF LIABILITY. INSURANCE DATE(MMIDDIYYYY) 1 211 5/2 01 4 THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE. HOLDER. IMPORTANT: If the certificate holder is an ADDITIONACINSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to . the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. LOS Angeles CA office 707 Wilshire Boulevard Suite 2600 CONTACT NAME: PHONE (A/C. No. EX): (866) 263 -7122 aC No.): 800- 363 -0105 E -MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC 9 LOS Angeles CA 90017 -0460 USA INSURED INSURER A: Pacific Indemnity Co 20346 Tiburon, Inc. 3000 Executive Parkway, Suite 500 San Ramon CA 94583 USA INSURER B: - Federal insurance Company 20281 INSURER C: Continental Casualty Company 20443 INSURER D: Indian Harbor insurance Company 36940 EACH OCCURRENCE INSURER E: INSURER F: m c m 'O d O COVERAGES - CERTIFICATE NUMBER: 570056103094 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSIR TR INSURNCE TYPE 00 - AWU IN POLICYEX b X LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE FX OCCUR PREMISES Ea occurrence) $1,000,000 X Per Project (Included) MED EXP (Any one person) S10,000 - - - _ PERSONAL BADVINJURY $1,000,000 e5 GEMLAGGREGATELIMITAPPLIESPER: GENERALAGGREGATE $2,000,,000 POLICY ❑X PRO-- ❑X LOC JECT 0 PRODUCTS - COMP /OP AGG $2,000,000 OTHER: n B AUTOMOBILE LIABILITY 7355 -87 -29 09/01/2014 09/01/2015 COMBINED SINGLE LIMIT Ea acciden $1,000,000 BODILY INJURY (Per person) X ANYAUTO C Z BODILY INJURY (per accident) ALL OWNED SCHEDULED d AUTOS AUTOS HIREDAUTO8 NON -OWNED AUTOS M w PROPERTY DAMAGE (Pere dent m C x UMBRELLA UAB x OCCUR L4030957581 09/01/2014 09/01/2015 EACH OCCURRENCE $10,000,000 V EXCESS LIAB CLAIMS -MADE AGGREGATE' - $10,000,000 DED RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR PARTNER EXECUTIVE YIN 717 9717 09 01 2 14 09/01/2015 X PER STATUTE I OTH- - E.L. EACH ACCIDENT .$1,000,000 OFFICERIMEMBER EXCLUDED? F9 (Mand#— y In NH) NIA '.E.L. DISEASE -EA EMPLOYEE S1,000,000 If yes, describe under .DESCRIPTION OF OPERATIONS below - — '.E.L. DISEASE -POLICY LIMIT $1,000,000 D Cyber Liability MTP004209101 09/01/2014 09/01/2015 Edo /Professional LIi $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 'I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Gilroy,its officers and employees are included as Additional Insured in accordance with the policy provisions of the General Liability and Auto Liability policy. - -� >W CERTIFICATE HOLDER CANCELLATION a SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH. THE - POLICY PROVISIONS. City Of Gilroy AUTHORIZED REPRESENTATIVE 7351 Rosanna Street Gilroy CA 95020 USA e30ran �fmtk�narctaavas eJsrtiezl �6'ed��na ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD A�ORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) F 12/15/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In Iieu_ of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. LOS Angeles CA Office 707 Wilshire Boulevard Suite 2600 CONTACT - NAME: PHONE (AIC. No. Ext): (866) 283 -7122 No.): 800 363-0105 E -MAIL ADDRESS: LOS Angeles CA 90017 -0460 USA X COMMERCIAL GENERAL LIABILITY INSURER(S) AFFORDING COVERAGE NAIC # INSURED 1NSURERA:' Pacific Indemnity Co 20346 Tiburon, Inc. 3000 Executive Parkway, Suite 500 San Ramon CA 94583 USA INSURER B: Federal Insurance Company 20281 INSURER C: Continental' Casualty Company 20443 INSURERD: Indian Harbor Insurance Company 36940 INSURER E: PREMISES Ea occurrence) $1,000,000 INSURER F: COVERAGES CERTIFICATE NUMBER: 570056103094 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN, MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR _. _ TYPE_OFINSURANCE. 1NSD WVD I POLICY NUMBER MM/D= (MMIDDNYYYI LIMITS _- X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑OCCUR PREMISES Ea occurrence) $1,000,000 X MED EXP (Any one person) $10,000 Per Project (included) PERSONAL B ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 POLICY �PRO LOC PRODUCTS- COMP /OPAGG $2,000,000 JECT I 'OTHER: B AUTOMOBILE LIABILITY 7355 -87 -29 09/01/2014 09/01/2015 COMBINED SINGLE LIMIT accident) - $1.000,000 BODILY INJURY (Per person) X ANYAUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) AUTOS AUTOS PROPERTY DAMAGE HIRED AUTOS NON -OWNED - AUTOS Per accident C X UMBRELLA LIAR X OCCUR L4030957581 09/01/2014 09/01/2015 EACH OCCURRENCE $10.,000,000 EXCESS LLAB CLAIMS -MADE AGGREGATE $10-'000-'000 DED RETENTION_ A WORKERS COMPENSATION AND 71739717 / 1' 14 1 / 2 15 X I PER STATUTE 1 0TH - - EMPLOYERS' LIABILITY YIN ER E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICERIMEMBER EXCLUDED? N/A ' ' E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $1,000, DESCRIPTION OF OPERATIONS below o Cyber Liability NTP004209101 09/017/2014 09/01/2015 E&O /Professidnal Lii 5,000,000 i DESCRIPTION OF OPERATIONS LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached cif more space is required) City of Gilroyj is officers and employees are included as Additional insured in accordance with the policy provisions of the General Liability and Auto,Liability policy. i r i e e CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE .ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy AUTHORIZED REPRESENTATIVE 7351 Rosanna Street Gilroy CA 95020 USA t wps 01988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD m c c m m 'O O Z. obi 0 0 0 w) O Z 1 u C v �t ra. Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY SEPTEMBER 1, 2014 TO SEPTEMBER 1, 2015 SEPTEMBER 1, 2014 3591 -10 -23 LAO GORES N-C HOLDINGS, LLC FEDERAL INSURANCE COMPANY SEPTEMBER 16, 2014 ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED UNDER THIS POLICY, AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU ENTER INTO WHICH REQUIRES YOU TO FURNISH INSURANCE TO THAT PERSON OR ORGANIZATION OF THE TYPE PROVIDED BY THIS POLICY, BUT ONLY WITH RESPECT TO LIABILITY ARISING OUT OF YOUR OPERATIONS OR PREMISES OWNED BY OR RENTED TO YOU. HOWEVER, THE INSURANCE PROVIDED WILL NOT EXCEED THE LESSER OF: - THE COVERAGE AND /OR LIMITS OF THIS POLICY, OR - THE COVERAGE AND /OR LIMITS REQUIRED BY SAID CONTRACT OR AGREEMENT. All other terrns and conditions remain unchanged. Authorized Representative Liability Insurance ADDITIONAL INSURED 80- 02- Reference Copy Form 80 -02 -2373 (Ed. 4 -94) Endorsement last page Page 1 Policy Conditions Endorsement Policy Period SEPTEMBER 1, 2014 TO SEPTEMBER 1, 2015 Effective Date SEPTEMBER 1, 2014 Policy Number 3591 -10 -23 LAO Insured GORES N -C HOLDINGS, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued SEPTEMBER 16, 2014 This Endorsement applies to the following forms: PROPERTY DECLARATIONS LIABILITY DECLARATIONS INTERNATIONAL AUTOMOBILE LIABILITY INTERNATIONAL WORKERS COMP Named Insured The Named Insured is amended to include the following: GORES N -C HOLDINGS, LLC TIBURON, INC. All other terms and conditions remain unchanged. Authorized Representative �^�� l� ' da Policy Conditions Named Insured Reference Copy last page Form 80 -02 -9301 (Ed. 2 -98) Endorsement Page 1 Insured: Gores N -C Holdings, LLC Policy Number: 73558729 Policy Period: SEPTEMBER 1, 2014 to SEPTEMBER 1, 2015 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. —CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 509/6 of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. — WH O IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. —WHO IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and /or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 — WHO IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto ", provided that you and such person or organization have agreed under an express provision in a written 'Insured contract ", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured ". However, such person or organization is an "insured" only: Form: 16-02 -0292 (Rev. 4 -11) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, maintenance or use of a covered "auto"; and (2) for 'bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the'nsured contract" or written agreement; or (b) The permit has been issued to you. 3. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. - TRANSPORTATION EXPENSES - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. 5. AUTO LOAN /LEASE GAP COVERAGE Paragraph A. 4. - COVERAGE EXTENSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total "loss" to a covered "auto ", we will pay any unpaid amount due on the loan or lease for a covered "auto" minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the 'Voss'; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry -over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto "; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto "; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. -COVERAGE EXTENSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or 'loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade -in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss "; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE -BROADENED COVERAGE Paragraph A.4. - COVERAGE EXTENSIONS -of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto" to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS -of SECTION III - PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.2. - LIMIT OF INSURACE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: 2. $2,000 is the most we will pay for 'loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of 'loss ", is: a. Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; b. Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or Form: 16-02 -0292 (Rev. 4-11) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" c. An integral part of such equipment 10. GLASS REPAIR — WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE —of SECTION III —PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE —of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident ", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident ", claim, "suit" or 'loss ", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident ", claim, "suit" or 'loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or 'loss" occurred; (2) The " insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV —BUSINESS AUTO C ONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for 'loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such 'loss ". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. Thai person or organization must do everything necessary to secure our rights and must do nothing after "accident" or 'loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. —CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV — BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV —BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primacy to the "employee's" personal insurance. 16. HIRED AUTO — COVERAGE TERRITORY Paragraph B. 7.b. (5) . (a) -POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (a) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: 'Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the 'bodily injury" sustained by that person. Form: 16-02 -0292 (Rev. 4 -11) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Policy Conditions Endorsement Policy Period SEPTEMBER I, 2014 TO SEPTEMBER 1, 2015 Effective Date SEPTE.VIBER I, 2014 Policy Number 3591 -10 -23 LAO Insured GORES N -C HOLDINGS, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued SEPTEMBER 16, 2014 This Endorsement applies to the following forms: PROPERTY DECLARATIONS LIABILITY DECLARATIONS INTERNATIONAL AUTOMOBILE LIABILITY INTERNATIONAL WORKERS COMP Named Insured The Named Insured is amended to include the following: GORES N -C HOLDINGS, LLC GORES PATRIOT F -S HOLDINGS, LLC GORES PATRIOT HOLDINGS. INC. COMPUDYNE CORPORATION M BiJRON, INC. XANALYS CORPORATION GE091 I, I, ' TIBURON LIMITED XANALYSCORP MASYS CORP. GEO MOBILE INC. All other tenns and conditions remain unchanged. Authorized Representative Q�k'1-4a Policy Conditions Named Insured Reference Copy last page Form 80 -02 -9301 (Ed. 2 -98) Endorsement Page 1