Tiburon - Software Support and Maintenance Agreement (Extended) - Amendment No. 1FIRST AMENDMENT TO
AGREEMENT FOR EXTENDED SERVICE
WHEREAS, on or about October 27, 1999, the City of Gilroy ("Gilroy"), entered into a
certain Agreement for Professional and Technical Services ("Original Agreement") with
Tiburon, Inc., a Virginia corporation ("Contractor"), having its office at 6200 Stoneridge Mall
Road, Suite 400, Pleasanton, CA 94588; and
WHEREAS, the Original Agreement included, as Exhibit "I" thereto, an Agreement for
Extended Services ("1999 ESA") between Gilroy and Contractor, dated October 27, 1999; and
WHEREAS, Gilroy and Contractor entered into a second ESA on January 10, 2005
("2005 ESA," which is attached hereto and incorporated herein), for a five-year term which
began after a one-year warranty period and ended on January 2, 2011; and
WHEREAS, Gilroy and Contractor have determined that it is in their mutual interest to
amend certain terms of the 2005 ESA.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE
AS FOLLOWS:
1. The Maintenance Period of Performance, which is addressed in Section 1 of the 2005
ESA, is hereby extended through January 2, 2013.
2. Section 4 of the 2005 ESA is replaced in its entirety to read as follows:
4. Maintenance Payment
43 Annual Support Fees
(a) Basic Support. The Client shall pay an annual fee for the support
and maintenance services described in Section 2 of this Agreement and in
Attachment A, which is attached hereto and incorporated herein. The amount of
such annual fee shall be set forth on Attachment A, and shall be paid in advance
on or prior to the start of the maintenance and support period, as identified in
Attachment A.
(b) Support Options. Subject to Section 4.2 below, Client shall pay
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offered by Tiburon from time to time. Such amounts shall be paid on or prior to
the commencement of any services relating to such additional support option and,
thereafter, on the annual anniversary date of the maintenance and support period.
(c) Enhancements and Out of Scope Services. Payment shall be as
stated in the applicable enhancement/out of scope services proposal.
4.2 Renewal and Annual Adjustments. Client shall have the option to renew
this Agreement for four (4) additional one (1) year periods after the period ending
January 2, 2013 upon the same terms and conditions as set forth herein. The fees
WDOLINGEM1038365.1
032212-04706083
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payable pursuant to Section 4.1(a) and Section 4.1(b) hereof may be increased on
an annual basis by five percent (5%) upon at least thirty (30) days prior written
notice to Client. Such increase shall become effective upon Client's renewal on
the next annual support payment due date.
4.3 Invoices. Invoices pursuant to Section 4.1 hereof shall be payable on or
prior to each annual support payment ,due date during the term of this Agreement
or shall be payable within thirty (30) days of receipt unless otherwise specifically
provided.
3. Attachment "A" to the 2005 ESA is superseded by the "Attachment "A" (2012
Revision)," attached hereto.
4. Attachment "B" to the 2005 ESA is superseded by the "Attachment "B" (2012
Revision)," attached hereto.
5. Except as expressly modified herein or modified in a prior, fully -executed amendment,
all of the provisions of the 2005 ESA shall remain in full force and effect. In the case of any
inconsistencies between the Original Agreement and this Amendment, the terms of this
Amendment shall control.
6. This Amendment may be executed in counterparts, each of which shall be deemed an
original, but -all of which together shall constitute one and the same instrument. Faxed or
electronically delivered signature pages will be treated as originals.
7. This Amendment shall be deemed to have become effective on January 2, 2011.
8. Notwithstanding any terms of this Amendment, the parties acknowledge and agree that
all fees and costs due Tiburon by Client under the 2005 ESA for the period January 3, 2011
through January 2, 2012 have been paid in full.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the dates set forth besides their signatures below.
CICY OF GILROY
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CITY ADMINISTRATOR
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WDOLINGEM1038365.1
032212-04706083
TIBURON, INC.
Date:
-2-
APPROVE �rS TO FORM:
T�irni�Ilon
CITY ATTORNEY
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WDOLINGEM1038365.1 -3"
032212-04706083
ATTACHMENT A
("Revised 2012 Amendment")
SOFTWARE SUPPORT AND MAINTENANCE FEE
CLIENT NAME: Gilroy Police Department CONTACT: Martin Quiroz
Support and Maintenance provided to the CLIENT listed above shall be pursuant to the terms and
conditions of the Agreement for Extended Service ("ESA") between Tiburon, Inc. ("CONTRACTOR") and
the City of Gilroy ("CLIENT') dated January 10, 2005.
Following expiration of the Warranty period, extended support shall be provided upon payment of the
Total Fees (annualized) set forth below, and in accordance with the payment terms set forth at Section 4
(Maintenance Payment) in the ESA. This Attachment A applies only to the application software and
software modules listed below and will be billed in advance unless otherwise set forth in Attachment B.
The fees listed below are the annual fees for services provided under the ESA.
CLIENT #M369-12
Software Model
PRMS/Ti
CAD/Ti
Interfaces
--- --------------
ARS/MDS -
911 Mapping
Months
CPU Make
Start Date
Dell Power
Edge 1860
1/3/12
12
Servers
Dell Power
Edge1850
1/3112
12
Servers
12
1/3/12
12
1/3/12
12
1/3/12
End Date Total Fees
1/2/13 $28,892.00
1/2/13
$37,007.00
1/2/13-
$16,761.00
1/2/13
$14,339.00
1/2/13
$ 4,693.00
Total $101,682.00
2012 Agreement for Extended Services
Page 1 of 1 Attachment A, Software Support and Maintenance Fee
ATTACHMENT B
("Revised 2012 Amendment")
SCHEDULE OF SERVICES AND CHARGES
Basic Services
CONTRACTOR will provide basic services as defined in the Statement of Work contained in Section 2 of
the Extended Service Agreement for the software systems as defined in Attachment A at the cost also
stated in Attachment A.
Support for NT Computer Aided Dispatch, Message Switch and Corrections Management Systems is 24
hours per day, 7 days per week. Support for other products is from 6:00 a.m. to 5:30 p.m. Pacific
Standard Time, excluding weekends and normal CONTRACTOR holidays, unless the "24/7" Service
Option is selected. In all cases, call -out charges will apply as described below.
"24/7" Service Option $ 7,000 per year per product
Products not normally covered by 24-hour support may optionally be supported with 24-hour coverage
(including CONTRACTOR holidays). Applicable call -out charges continue to apply. If this option is not in
force, technical support requests outside of covered hours are charged at technical service rates as
defined below. Add system description and cost to the additional items section of Attachment A.
Prepaid Technical Support Resource Pool. Optional
A dollar amount is allocated to a Technical Support Resource Pool. The charges for Technical Support
will always be calculated at the CONTRACTOR facility rate and will be subtracted from this dollar amount
as incurred. Any unused portion of this account is carried over to the next contract year. Include the
--additional prepaid amount authorized to the additional items section of Attachment A. --
Operations Review - — = Quote available on request
CONTRACTOR personnel will visit the CLIENT site periodically and meet with management, operations
and other user personnel to conduct an operations review of the systems and an analysis of the
CLIENT's automation requirements. A report will be produced to include observations and
recommendations as regards the use of the system. Working with the CLIENT, this review will be further
-documented in the form of a multi -year automation plan for the CLIENT.
CONTRACTOR User Group Membership. Optional
Two voting memberships in the CONTRACTOR User Group are included in Basic Services. Up to three
additional voting memberships may be purchased for $175 each by adding the number and additional
cost in the optional cost section In Attachment A.
Technical Service Rates
Technical Services Rates shall be deducted from the Prepaid Technical Support Resource Pool, or if that
option is not available, they shall be invoiced to CLIENT as incurred at Tiburon's then current rates.
Remote Access
All charges in the Extended Service Agreement are predicated on CLIENT providing the required
hardware, software, and operating environment for dial -in service. If CLIENT does not provide this
support for dial -in service, the following additional charge will apply:
Page 1 of 1
A CERTIFICATE OF LIAEILiTY INSURANCE bATE04 �0012 YY,
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(les) 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 CONTACT
AOn Risk Insurance services west, Inc. NAME:
PHONE (866) 283-7122 FAX (847) 953-5390
Los Angel_es CA office (A1C. No. Est); (AIC.No.1:
707 wi l shire Boulevard EMAIL
Suite 2600 I ADDRESS:
Los Angeles CA 90017-0460 USA INSURER(S)AFFORDING COVERAGE NAIC#
INSURED INSURER A: Federal insurance Company 120281
Tiburon, Incerr INSURER Great Northern Insurance Co. 20303
6200 stoneridge Mall 1
Pleasanton CA 94588 USA IINSURERC: Pacific Indemnity Co 120346
INSURERD; Continental Casualty Company 120443
INSURER M 1
_ - - INSURER F: 1
COVERAGES CERTIFICATE NUMBER: 670045906267 REVISION NUMBER:
THIS. (S 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
1nSR AUUI SUBR' POLIO kFF PULIU EXP
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A GENERAL LIABILITY 35911U13 U9/O1fLLli U4�t31% EACH OCCURRENCE $1,000,0001
X COMMERCIAL GENERAL LIABILITY uAMAUt 10 HtN I L0 $1, 000, 0001
_ PREMISES (Ea occurrence)-
CLAIMSMADE OCCUR- - ._ I MED EXP (Any one person) I 110, OOOi
PERSONAL & ADV INJURY _ I S 1, 000, 000
GEN'L AGGREGATE LIMIT APPLIES PER;
PRO- (�^ POLICY �X _.....
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WORKERS COMPENSATION AND
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ANY PROPRIETOR/PARTNER/EXECUTIVE YIN
OFFICERIMEMSER EXCLUDED? M NiA
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If yes, describe under
DESCRIPTION OF OPERATIONS below
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DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Addklonai Remarks Schedule, H more apace Is required)
city of Gilroy is included as Additional insured as required by written contract, but limited to
under said contract, per the applicable endorsement with respect to the General Liability policy,
CERTIFICATE HOLDER
CANCELLATION
$2,000,000
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$1,000,0001 �
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$10,000,000+• U
$10, 000, 0001
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the operations of the Insured
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE
' POLICY PROVISIONS.
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City of Gil roy AUTHORIZED REPRESENTATIVE
7301 Hanna street
Gtlory CA 95020 USA
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01988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD
Liability Insurance
Endorsement
1 oUpyPeriad ST:1'•rUMBER 1. 2011 TO SLP1li1.1BER I,2t11.'2
E-ffoa itro Bate .,l RIL i C, 7012
Policy Number 3391•I0..23 LAO
Name cr Company F(I:I)F1ZAL INSURANCE C:' )NAPANlY
This Endorseinmt applies to fhe folicnving farms;
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Uider Who t An In:nrad,the followigprovisionisadd^d = _
Additional insur'old - Persom or orgttnizo-i.'itinsshown in tho Sncedttic are lmmrrc&, but they are insliveds Only it)'ou arc
Sail^ 1610ci Pe31.3C1n obii ;ittxei pursuant to a watruct or awreernont to provide them with such insur incc at is afforded by
or4rer�l7iattiott thi4Policy,
However, the PL6*11 m organization is an insured Qrlly;
il, and them only to tile, extent (lie person or organic kni is ticscribed.io the Schedule;
to the: sxtentsueh Comma fir libret unit requires the peron or orpitizationt'o be aftitrdcd
stall iw an Insured:
for aclivities that did riot occur, in Whole of in tart, lvrore thQ em cation or file Contract or
agmetn:nt; and
wit8 msptx:tto danitiges.lo3s,,mv.. m expctw'. far injury or daoutgeto which this h1surance
a;arrties.
N) tx:.rson or organization is vi irnitrod under this provision:
than is more specitienllyidentil1r d utitierany tatter provir:lonof the Who is An livaircd
`-:CCtIS71t (it" ,Ktrdtmorany hinhation k ppliubly dwcto).
with ra5pwt6 any asimuption ol• liability (oronutherpmson or orgrani-ttum)by theta in a
wilt'tttt:t. or ligivorunni.1'11is limitatiuntlaas notapply ppty to the liability for damag
gcs, iaxa, rant or
extxmsc i%tr in,iury or darnage, to which this itrcuatnrx altpi.ics,thni tltc: per on or orgttnixation
Wriutd have in 111c nbsenccof such contract or agrt:e:ment.
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Conditions
Otherirtsufance — If you ii, a contract ur a`zrt;etr; m, to provide Lbperson or utyaiiszttticrtn
Prime(y, Noncarttributor,� AMA in thO So)Itcrlttls %ith i)rinlary insunAncosuch aq is afforded by this policy, thc;ta in sud c
t(7SUf nee — Scheduled this in$unmcc try primary. y. uml sve will trot �,,cck ts>sttriUtatipn!'rorn insura ace. avaiia blo: U) such pvrsol)
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CITY OF GILROY, ITS OFFICERS AND EMPLOYEES
7301 HANNe� S'C'ROF-IT
USA
All other tkmns and ounditiaos, remain unchang-il.
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