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Tiburon - Professional and Technical Services Agreement (1999)PROFESSIONAL AND TECHNICAL SERVICES AGREEMENT BETWEEN THE CITY OF GILROY TIBURON, INC. AGREEMENTFOR PROFESSIONAL AND TECHNICAL SERVICES BETWEEN TIBURON,CITY OF GILROY TABLE OF CONTENTS 1 2 Section/Article Number Description Page 2 3 N/A Preamble 2 1 Scope of Work 4 2 Period of Performance 2 5 3 Consideration 2 6 3 7 4 Payments 3 8 5 Taxes 4 6 CLIENT Responsibilities 9 4 10 7 Changes 4 8 Independent Contractor 11 9 Confidential Information 4 12 10 Termination 5 13 11 Applicable Law 5 14 5 15 12 Disputes 5 13 Order of Precedence 16 14 Force Majeure 5 17 15 Assignment 6 18 16 Sole Agreement 6 19 6 20 17 Waiver 6 21 18 Validity 6 19 Patent Protection 22 20 Indemnification 8 23 7 74 21 Insurance 7 22 Non -Discrimination 25 23 Conflict of Interest 7 26 Software License and Transfer 7 27 24 25 Performance Guarantees 8 28 System Acceptance Test 9 29 26 9 30 27 Source Code 9 28 Shipping and Risk of Loss 31 Equipment Compatibility 10 32 29 10 33 30 Warranty 11 31 Limitation of Liability 34 11 35 32 Notices 12 36 N/A Signature Page Page 1 of 12 1 2 PREAMBLE 3 This Agreement entered into this Ali hday of !c e y; 1999 by and between the City of Gilroy, having its 4 office at 7370 Rosanna Street, Gilroy, California, hereinafter called "CLIENT" and Tiburon, Inc., a Virginia 5 corporation having its office at 39350 Civic Center Drive, Suite 280, Fremont, California, hereinafter called 6 "CONTRACTOR". Witnesseth 8 WHEREAS, the CLIENT has determined that it requires the implementation of Computer Aided Dispatch, 9 Records Management Systems, Field Reporting System and Mobile Data System, and 10 WHEREAS, the CLIENT therefore requires the provision of professional and technical services and 11 materials as specified in this Agreement, and 12 WHEREAS, CONTRACTOR is qualified to provide the services and materials required by the CLIENT 13 and specified in this Agreement, 14 NOW THEREFORE, in consideration of the mutual covenants contained herein, the CLIENT and 15 CONTRACTOR agree as follows: 16 1. Scope of Work 17 CONTRACTOR shall provide services and materials to furnish, install and implement a Computer Aided 18 Dispatch, Records Management System, Field Reporting and Mobile Data Software, (hereinafter called 19 the SYSTEM) as defined in the Statement of Work which is attached as Exhibit A, and incorporated 20 herein by reference. FINAL ACCEPTANCE of the SYSTEM installed under this Agreement shall be 21 defined as that date on which 1) all hardware, software and system components purchased under the 22 terms of this Agreement have been successfully installed, tested and accepted by the CLIENT; 2) all user 23 documentation provided to the CLIENT is verified to be complete and current with the systems installed; 24 3) all user and system's management training has been completed; 4) all RMS data conversion has been 25 completed; 5) all tasks, sub -tasks, or components thereof that relate either directly or indirectly to this 26 Agreement have been completed by the CONTRACTOR; and, 6) that date upon which the CLIENT 27 executes a FINAL ACCEPTANCE form which states that all terms and conditions of this Agreement have 28 been successfully completed by the CONTRACTOR to the satisfaction of the CLIENT. 29 2. Period of Performance 30 This Agreement shall take effect when it has been fully executed by duly authorized representatives of 31 both parties and upon receipt by CONTRACTOR of notification that any certification or approval required 32 by statute, ordinance, or established policy of CLIENT has been obtained. 33 Time is of the essence in the performance of this Agreement. All services and materials provided under 34 this Agreement shall be provided in accordance with the Initial Project Schedule presented in Exhibit D of 35 this Agreement. 36 This Agreement shall remain in effect through the three hundred and twenty day warrant period 37 shall continue until the FINAL ACCEPTANCE form identified in Section 1 "Scope of Work" has been 38 executed by the CLIENT, or until it has been otherwise terminated as provided for in Section 10 herein. 39 3. Consideration 40 CLIENT shall, upon submission of non -disputed invoices pursuant to the payment terms set forth in 41 Section 4, "Payments" and subject to any CLIENT pre -approved price adjustment, withholding or set of 42 provisions contained herein, pay CONTRACTOR a total firm -fixed -price of ONE MILLION EIGHTY 43 THOUSAND NINE HUNDRED TWENTY NINE DOLLARS AND NO CENTS ($ 1,080,1 1) as full and 44 complete consideration for the satisfactory performance of all requirements of this Agreement, including Page 2 of 12 I delivery of all reports and data required hereunder- 2 4. Payments 3 4 (a) Upon completion of each deliverable le as set forth in the the T Milestone nwriting f the completion nd Payment cof Schedule 5 in Exhibit E, the CONTRACTORon LIEN t of CONTRACTOR's notification and 6 deliverable with an "Intent to Invoice" notice. Up p provided b the CONTRACTOR 7 "Intent to Invoice" notice, the CLIENTbelow. review the If said deliverable lis abl determined by the CLIENT to be g as described in subsection (b)(2)rove the 9 acceptable under the terms and conditions of this Agreement, the CLIENT shall approve an 10 CONTRACTOR's "Intent to Invoice" notice, and CONTRACTOR shall submit to CLIENT hen 11 invoice pursuant to Exhibit a non the event tification cat on to the CONTRACTORsnot outlin napproved rthe deficiencies CLIENT, of the 12 CLIENT shall forward watt deliverable. Approval of deliverables shall not be unreasonably withheld by CLIENT. 13 14 the CLIENT upon delivery by 15 (b) Milestone payments to CONTRACTOR shall be made by entand 16 CONTRACTOR, and acceptance by CLIENT in amend Schedance ule the terms (Exhibit f this Agrapproval of 17 the Statement of Work (Exhibit A) Y 18 CONTRACTOR's "Intent to Invoice" notice. 19 (1) The amount to be paid CONTRACTOR upon completion of the deliverable goods _shall be 20 based on the specified price assigned in this Agreement. 21 (2) Delivery of the goods must be certified by CONTRACTOR and approved and accepted 22 by CLIENT prior to making the milestone payment. This verification shall be accomplished either by a physical evaluation by CLIENT, an analysis and evaluation y 23 an on -site audit as determined necessary by CLIENT. 24 CLIENT, or by 25 (3) Upon making milestone payments, title to all project -specific documentation and property, 26 with the exception of CONTRACTOR'S baseline payment, mentftware shallap vest i nsCLIENT;nthtoweverr,, 27 derivative works, covered by such p Y and personal 28 CONTRACTOR shall tee aioflalbl oodse for arequny � required to b delivered ed toss or damage oCLIENT property 29 taxes thereon until delivery 9 30 (4) All payments shall be made within thirty (30) calendar days from the date of non -disputed 31 invoice. 32 5. Taxes. 33 The prices set forth in Exhibit B (Detailed Pricing) are inclusive of any amount for Federal, State or Local 34 excise, sales, lease taxes in force now or enacted in the incomeor future, mi ar taxes and any amount ofwithho'ldi g 35 the CLIENT. The prices are inclusive of a y gross 36 taxes, Social Security, insurance, and unemployment insurance. Page 3 of 12 6. CLIENT Responsibilities 2 CLIENT agrees to provide those services and facilities necessary for the completion of this project which 3 are defined in this Agreement and the Statement of Work attached hereto as Exhibit A. CLIENT and 4 CONTRACTOR agree that the schedule of services to be provided by CONTRACTOR under this 5 Agreement may depend upon the timely fulfillment of CLIENT Responsibilities. The CLIENT shall 6 respond within ten (10) business days to all designs, specifications, documents, requests for information 7 or clarification, amendments and updates to those items delivered by CONTRACTOR. By mutual 8 agreement of both parties, this period may be extended in writing for specific review items. Failure of 9 CLIENT to so respond shall constitute acceptance of such items as indicated by written notification from 10 CONTRACTOR. 11 12 7. Changes 13 The scope and schedule of services and materials provided under this Agreement may be changed from 14 time to time by mutual agreement of the parties hereto. 15 When a change causes a change in price or the amount of time needed to complete such change, an 16 adjustment shall be made to the Milestone Delivery and Payment Schedule (Exhibit E) and the Initial 17 Project Schedule (Exhibit D), as applicable. 18 All changes, whether or not causing an adjustment to the Milestone Delivery and Payment Schedule 19 and/or Project Schedule, will take effect only when described in a Change Order which has been agreed 20 to in writing by both parties. Such approval shall not be unreasonably withheld by either party. 21 8. Independent Contractor 22 Each party hereto, in performance of this Agreement, shall be acting in its own capacity. The employees 23 or agents of one party shall not be deemed or construed to be the employees or agents of the other party 24 for any purpose whatsoever. The employees or agents of one party shall not be entitled to any of the 25 rights or benefits afforded to the other party's employees including without limitation, disability or 26 employment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any 27 other employment benefit. 28 Each party hereto agrees not to hire or engage in any capacity, nor offer to do so, either directly or 29 indirectly, any employee or contractor of the other who has performed work covered by this Agreement, 30 either during the term of this Agreement or for a period of six months thereafter. 31 CONTRACTOR shall not be required to use union labor. 32 9. Confidential Information 33 Except as otherwise may be required by law, CONTRACTOR shall regard all CLIENT files and data as 34 the CLIENT's confidential information. Except as otherwise may be required by law, CONTRACTOR 35 shall not release said data to outside parties without written consent of CLIENT. CLIENT shall regard all 36 software and documentation provided by CONTRACTOR as confidential information. CLIENT shall not 37 release said software and documentation to outside parties without written consent of CONTRACTOR. Page 4 of 12 1 10. Termination 2 In the event any provisions of this Agreement are violated by either party, the violating party shall receive 3 written notice identifying the violation. Upon receipt of notice, the violating party shall have a period not to 4 exceed thirty (30) calendar days to cure the violation. In the event the violating party has not remedied 5 the violation at the end of the thirty (30) calendar day cure period, the other party may either 1) request a 6 written plan from the violating party which defines a specific intecourse terminate of on for pursuant Lion ft he viola oftio , 7 or 2) serve written notice upon the violating party o th 8 Agreement, and seek legal remedies for breach of Agreement as allowed hereunder. All hardware 9 received and paid CLIENT shalCLIENT emain thshall eremain propertyof he CLIENT.the CLIENT. Any data or data files 10 generated by the 11 12 Upon termination of this Agreement for any reason, the provisions relating to Confidential Information, 13 Independent Contractor and Software Transfer shall survive. 14 11. Applicable Law 15 The formation, interpretation and performance of this Agreement shall be governed by the laws of the 16 State of California.Venue n for orCll litigation ntrelati e to the information, interpretation and performance of this 17 Agreement shall b 18 12. Disputes 19 The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute 20 that may arise with respect to this Agreement. Time is of the essence in the resolution of disputes. In the 21 event that a dispute cannot be so settled, it shall be resolved in accordance with the rules of the American 22 Arbitration Association whose decision shall be conclusive, final, and binding on the parties for all 23 purposes. 24 25 13. Order of Precedence 26 The following documents are included in this ,Agreement by reference. In the event of any conflict or 27 inconsistency among documents theated to later datedls Agreemnt, documente Unlessdotherflict or wise agreed to pacy lrties, 28 resolved by giving precedent 29 document precedence shall be as follows: 30 a. Change Orders to this Agreement executed in accordance with Section 7; 31 b. This Agreement and its Articles 1 through 32; 32 C. The Statement of Work attached hereto as Exhibit A 33 d. All other Exhibits 34 14. Force Majeure 35 If the performance of this Agreement or of any obligation hereunder is prevented, restricted, or interfered 36 with by reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw 37 materials, equipment, power or supplies; war, terrorism or other violence; n law, a ,order, procla body 38 regulation, ordinance, demand, or requirement of any g agency 39 other than a party hereto; or any other act or condition beyond the reasonable control of the parties 40 hereto, the party so affected, upon giving notice to the other party, shall be excused from such 41 performance to the extent of such prevention, restriction, or interference; pr ovided that the party so 42 affected shall use reasonable efforts under the circumstances to avoid or remove such causes of 43 non-performance and shall continue performance hereunder with the utmost dispatch whenever such 44 causes are removed. 45 Page 5 of 12 15. Assignment This Agreement may not be assigned by either party without the written consent of the other. 16. Sole Agreement 4 Except as may otherwise be expressly provided herein, this Agreement constitutes the sole agreement 5 between the CLIENT and CONTRACTOR concerning the subject matter hereof, and supersedes any 6 prior representation of either party, either written or oral. This Agreement may not be altered, amended 7 or modified, except by written instrument signed by the duly authorized representative of both parties. 8 17. Waiver 9 No waiver or breach of any provision of this Agreement shall constitute a waiver or breach of any other 10 provision. Failure of either party to enforce any provision of this Agreement shall not be construed as a 11 waiver thereof. 12 18. Validity 13 The invalidity in whole or part of any provision of this Agreement shall not void or otherwise affect the 14 validity of any other provision. 15 19. Patent Protection 16 CONTRACTOR warrants to CLIENT (1) that the software and other materials delivered hereunder 17 (including all updates and modifications thereto), and/or the use thereof, will not violate or infringe any 18 patent, copyright, trademark, service mark, right of privacy or other right, will not contain any libelous or 19 defamatory material or any material which CONTRACTOR is not duly authorized to use, and will not 20 misuse or misappropriate any trade secret or confidential information, (ii) that any approvals or 21 permissions required in connection with the production, manufacture, use or exploitation of the articles 22 and materials delivered pursuant to this agreement have been obtained or will have been obtained prior 23 to the initial submission to CLIENT and will remain in effect while the applicable articles and materials are 24 in licensed use by CLIENT, (iii) that CONTRACTOR has the right, power and authority to grant to CLIENT 25 the rights it has granted under this Agreement. The provisions in this section shall survive the termination 26 of this Agreement. 27 20. Indemnification 28 CONTRACTOR agrees to protect, defend, indemnify, and save the CLIENT, its agents, officials, 29 employees, or any firm, company organization, or individual, or their contractors, or subcontractors for 30 whom the CLIENT may be contracted to, harmless from and against any and all claims, demands, 31 actions, and causes of action which may arise in favor of any person or persons, on account of illness, 32 disease, loss of property, services, wages, death or personal injuries resulting from CONTRACTOR's 33 negligence in the performance of the duties identified herein, or from damages which the CLIENT incurs 34 by reason of a breach of any of the warranties of the CONTRACTOR under Section 19, or in connection 35 with any claim by a third party alleging facts that would constitute a breach of any such warranties. The 36 provisions of this section shall survive the termination of this Agreement. 37 IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY LOSS OR DAMAGES RELATED TO THE 38 OPERATION, OF SOFTWARE OR EQUIPMENT PROVIDED BY CONTRACTOR OR FOR THE 39 ACCURACY OR COMPLETENESS OF DATA, AND UNDER NO CIRCUMSTANCES SHALL 40 CONTRACTOR BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. 41 Furthermore, CONTRACTOR hereby agrees to indemnify the CLIENT for all reasonable expenses and 42 attorney's fees incurred by or imposed upon the CLIENT in connection therewith for any loss, damage, 43 injury or other casualty for which CONTRACTOR is obligated to indemnify CLIENT as provided herein. Page 6 of 12 1 21. Insurance 2 CONTRACTOR shall procure and maintain in effect during the term of this Agreement insurance 3 coverages (naming CLIENT, its officers and employees as additional insureds on the comprehensive 4 general liability and broad form comprehensive general liability insurance policies referred to in (b) 5 immediately below) with an insurance company or companies authorized to do business in the State of 6 California and approved by the CLIENT with a Best rating of no less than A:VII the following: 7 a. Workers' Compensation and Employers Liability insurance in accordance with the laws of the 8 State of California with liability limits of One Million Dollars ($1,000,000.00) per accident. 9 b. Comprehensive General Liability and Broad Form Comprehensive General Liability or 10 Commercial General Liability including bodily injury, personal injury, and property damage in the 11 amount of a combined single limit of One Million Dollars ($1,000,000), each occurrence, and Two 12 Million Dollars ($2,000,000) in aggregate limit. 13 c. Comprehensive Auto Liability including bodily injury, personal injury property o eea eachdamage in thence. 14 amount of a combined single limit of One Million Dollars ($1,00,00 ) 15 Coverage must include all automobiles utilized by CONTRACTOR performing the Work 16 hereunder. 17 d. The following statement shall appear in each certificate of insurance provided the CLIENT by 18 CONTRACTOR hereunder: "It is agreed that in the event of any material change in, lapse or 19 cancellation of this policy, thirty (30) calendar days prior written notice will be given to CLIENT." 20 e. CONTRACTOR shall give prompt written notice to the CLIENT of all known losses, damages, or 21 injuries to any person or to property of the CLIENT or third persons which may be in any way 22 related to the Project or for which a claim might be made against the CLIENT. CONTRACTOR 23 shall promptly report to the CLIENT all such claims which CONTRACTOR has noticed, whether 24 related to matters insured or uninsured. No settlement or payment for any claim for loss, injury or 25 damage or other matter as to which the CLIENT may be charged with an obligation to make any 26 payment or reimbursement shall be made by CONTRACTOR without the prior written approval of 27 the CLIENT. 28 22. Non -Discrimination 29 CONTRACTOR agrees that in performing its tasks under this Agreement, it shall not discriminate against 30 any worker, employee, or applicant, or any member of the public, because of age, race, sex, creed, color, 31 religion, or national origin, nor otherwise commit an unfair employment practice in violation of any state or 32 federal law. 33 23. Conflict of Interest 34 CONTRACTOR warrants that, to the best of its knowledge and belief, no person except bona fide 35 employees, agents, consultants or representatives of CONTRACTOR or any of its subcontractors has 36 been employed or retained to solicit or secure this Agreement. 37 24. Software License and Transfer 38 As a part of its performance under this agreement, CONTRACTOR will provide to CLIENT certain 39 software developed by CONTRACTOR. This software shall be provided in operating version for all 40 application programs. CLIENT accepts CONTRACTOR'S operating version of the software under the 41 terms and conditions of the software license agreement, included herein as Exhibit G, and incorporated in 42 this agreement by reference. The acceptance of this agreement by the signatures of both parties shall 43 signify acceptance of the software license agreement. The software license agreement shall not be 44 considered granted in full until the software license fees due under this agreement are paid to 45 CONTRACTOR by CLIENT. Page 7 of 12 I CONTRACTOR will deliver the then -current release of each software product. Following the period of 2 performance of this agreement, CONTRACTOR will provide product updates in accordance with the 3 terms and conditions of its Agreement for Extended Services — Series 2000 products (Exhibit I hereof). If 4 CLIENT desires to deploy comparable CONTRACTOR application software products designed to operate 5 in a different hardware environment (such as "NT" vs. "UNIX"), then CONTRACTOR shall provide that 6 comparable software in place of that which is licensed under this agreement. Such software exchange 7 will be provided by CONTRACTOR for no additional software license fees. Services needed to integrate 8 that software into a new/modified client system environment will be provided by CONTRACTOR at the 9 then current time and materials rate of CONTRACTOR for all work performed by CONTRACTOR. This 10 provision shall survive the termination of this Agreement. 11 Certain third -party software programs require that the CLIENT accept separate software license 12 agreements. Any applicable license agreements, including those as provided as part of Exhibit B 13 (Detailed Pricing), shall be duly executed by the CLIENT. 14 15 25. Performance Guarantee. 16 CAD: 17 The CAD system shall maintain at least a 99.9% "up time" record during the final acceptance period. 18 There shall be no "down time" due to routine maintenance and back up procedures. Response Time 19 shall be defined as the interval that elapses from the moment the user presses the "enter" key or "clicks" a 20 mouse button to the moment the last character of the computer's reply is received and control is returned 21 to the workstation. CONTRACTOR guarantees the following CAD performance times will be met at least 22 95% of the time: 23 Validate address 1.5 seconds 24 Access hazard files, check for prior calls, determine if there 25 are potential duplicate calls, create event and enter in pending queue 2 seconds 26 Select and display incident for dispatch, recommend units 1 second 27 Assign a unit to pending call 1 second 28 Change unit status (en route, on scene) 1 second 29 Display premise/hazard file data for an incident 1 second 30 Display incident history record (keyed search) 1 second 31 RMS: 32 A response time of five (5) seconds or less for ninety-five percent (95%) of all qualifying transactions 33 entered. 34 Qualifying transactions include: 35 ■ Data Entry 36 ■ Data Updates 37 ■ Screen Retrieval Inquiries — Data output on screen forms 38 ■ Formatted Inquiries — Data output as lists/reports 39 ■ Input Form Requests 40 ' Menu Requests/Steps 41 ' Help Requests 42 The proposed System Performance Testing parameters are contingent upon the following provisions: 43 a) "Qualifying Transactions" exclude the following transactions or processes, and will not be run 44 concurrently with the System Performance Test period: 45 ■ Ad hoc Inquiries/Reports 46 ■ Data Base Creation facilities 47 ■ Batch processes 48 ■ System updates — Code table builds/rebuilds Page 8 of 12 I ■ Program compiling, linking, etc. 2 ■ External inquiry processes/updates 3 ■ Mobile inquiry processes/updates/communication 4 ■ Data Base Maintenance: 5 Backups 6 Data Base Purges 7 Data Base/Index Restructuring 8 Transactions which update over 5 table records/entries at a single time 9 Indexed responses exceeding 100 (i.e. Search on John Smith cannot return more than 100 returns) 10 b) During System Performance Testing, the system must not be constrained by non-RMS/2000 11 applications. 12 c) Three concurrent users during test. 13 NOTE: CONTRACTOR will not provide contractual response time guarantees outside immediate local 14 network. This includes, but is not limited to SLETS/CLETS transactions, MDS to CAD transactions and 15 ARS to RCS server transactions. Response times, negatively impacted by network issues beyond 16 CONTRACTOR's control, will require additional test comparison via a direct connection to the primary 17 server. 18 26. System Acceptance Test 19 Upon completion of all user and system manager training in accordance with Tasks 16 and 27 of the 20 Statement of Work, and the Initial Project Schedule (Exhibit D of the Agreement), and at a time mutually 21 agreed upon by the parties, the CLIENT will conduct a forty-five (45) day FINAL ACCEPTANCE test, 22 according to the FINAL ACCEPTANCE test procedures prepared mutually by CONTRACTOR and the 23 CLIENT. In the event any component of the SYSTEM that has been provided and installed by 24 CONTRACTOR fails the FINAL ACCEPTANCE test, the CLIENT shall immediately notify the 25 CONTRACTOR in writing, explaining the reason for test failure. The forty-five (45) day FINAL 26 ACCEPTANCE test period will be terminated until the failure has been corrected. Upon correction, the 27 forty-five (45) day FINAL ACCEPTANCE test period will restart, giving the CLIENT an uninterrupted, 28 consecutive total of forty-five (45) days to complete the approved Acceptance Test Procedures. Upon 29 successful completion of forty-five (45) consecutive days of testing in which the SYSTEM operates in 30 conformance with the Warranties as contained herein the CLIENT shall execute a FINAL ACCEPTANCE 31 form representing the SYSTEM has been successfully installed and accepted by the CLIENT. The 32 SYSTEM will enter its Warranty period upon receipt by CONTRACTOR of the CLIENT's signed FINAL 33 ACCEPTANCE form. 34 27, Source Code 35 CONTRACTOR shall retain a copy of the Program source code, which source code CONTRACTOR 36 holds in escrow for the benefit of the CLIENT pursuant to "Safe Escrow Agreement Account No. f all 38 modules associated dOwit R he CCompuOR lter Aided provide Dispatch, escrowrough an agent Management quarterly F e d Reporting, oand 3 39 Mobile Data systems implemented hereunder. 40 28, Shipping and Risk of Loss 41 All sales and deliveries are Fob. Destination at which time title shall pass to the CLIENT. CONTRACTOR 42 shall retain risk of loss until receipt by the CLIENT. CONTRACTOR reserves the right to make deliveries 43 in installments, and this Agreement shall be severable as to such installments. Page 9 of 12 29. Equipment Compatibility CONTRACTOR agrees that the equipment, as proposed and provided by CONTRACTOR, will perform in accordance with the specifications and representations stated in CONTRACTOR's proposal. This Agreement extends to the performance of the equipment as a part of the total system, but not specifically to equipment in combination with products, elements, or components not supplied by CONTRACTOR, except to the extent that CONTRACTOR is responsible for interfaces to specific other equipment or systems as specified in the Statement of Work. 9 For any equipment proposed by CONTRACTOR which is no longer available due to model changes or 10 other reasons beyond the control of CONTRACTOR, CONTRACTOR shall provide equipment from the 11 same or other CLIENT -approved vendor, and said equipment shall be of same or equal quality, 12 performance and capacity. CONTRACTOR will not install any equipment that has been discontinued by 13 any manufacturer. CLIENT reserves the right to modify the configuration of the equipment in the event 14 the CLIENT becomes aware of any changes in equipment offerings by manufacturers. CONTRACTOR 15 shall provide full credit to CLIENT for full equipment exchanges, net of any restocking fees. 16 17 FOR ANY EQUIPMENT NOT PROVIDED UNDER THIS AGREEMENT, THE CLIENT SHALL BE 18 RESPONSIBLE FOR INSTALLATION OF THAT EQUIPMENT INCLUDING HARDWARE AND 19 ASSOCIATED SOFTWARE, THAT EQUIPMENT'S INTEGRATION INTO ANY APPLICABLE 20 COMMUNICATIONS NETWORK, COMPATIBILITY WITH CONTRACTOR'S SOFTWARE, 21 PERFORMANCE AND DATA CAPACITIES. CLIENT MUST ASSUME FULL RESPONSIBILITY FOR 22 THE SYSTEM COMPATABILITY OF ANY SYSTEM COMPONENTS NOT PROVIDED UNDER THIS 23 AGREEMENT. 24 30. Warranty 25 CONTRACTOR shall provide warranty services for CONTRACTOR's application software according to 26 the terms and conditions of the Agreement for Extended Services, attached as Exhibit I and incorporated 27 herein by reference. 28 During the warranty period, CONTRACTOR warrants that the SYSTEM as provided under this Agreement 29 will conform to the documents as specified in Section 13 herein. 30 The warranty period is 320 calendar days following SYSTEM acceptance as described in the Statement 31 of Work, attached as Exhibit A, and shall not require any additional compensation or payment by the 32 CLIENT other than the call -out fees as described in the Agreement for Extended Services, attached as 33 Exhibit I. 34 THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, 35 STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF 36 MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 37 38 39 40 41 42 43 44 45 46 47 48 49 CONTRACTOR guarantees that the CONTRACTOR's Records and CAD Activity Reporting System ("CARS") applications will utilize Oracle's relational database and the Field Reporting System will utilize an ACCESS database, prior to upload into the RMS and that through the provided interfaces, as described in tasks 7,8,9,24 and 25 of the Statement of Work, as well as product integration, redundant processes will be greatly reduced. As changes obligate the CONTRACTOR to modify its system to remain current with the California Law Enforcement Telecommunication System ("CLETS") and the National Crime Information Computer system ("NCIC"), CONTRACTOR shall complete such required changes, prior to state wide implementation deadlines, free of charge, so long as the CLIENT remains a maintenance -paying customer and with the understanding that the State changes do not require a protocol change. These changes are defined as mandated requirements which require software modifications beyond the CLIENT's use of the Reformatter application to address such changes. This provision shall survive the termination of this Agreement. Page 10 of 12 CONTRACTOR warrants that the application software provided under the terms of this Agreement conforms to state and federal reporting requirements as specified in the baseline documentation. 31. Limitation of Liability CONTRACTOR's liability for damages other than incidental and consequential damages shall be limited to the total amount of this Agreement. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES. 8 32. Notices 9 Any notice or demand required or permitted hereunder shall be sufficiently given when set forth in writing 10 and delivered in person or by mail, 11 12 To CLIENT AND CLIENT'S CONSULTANT 13 CLIENT NAME AND ADDRESS: CLIENT'S CONSULTANT NAME AND ADDRESS: 14 Kim Jenkins Ron Jayne 15 Gilroy Police Department Innovative Technologies, Ltd. 16 7370 Rosanna Street 14205 Arnold Drive 17 Gilroy, CA 95020 Glen Ellen, CA 95442 18 To CONTRACTOR: 19 Contracts Administrator 20 Tiburon, Inc. 21 39350 Civic Center Drive, Suite 280 22 Fremont, California 94538 23 or to such other address as each party may from time to time designate. 24 Page 11 of 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Signature Page IN WITNESS WHEREOF, the parties have hereunto executed this Agreement to be effective as of the later date that appears below. This Agreement consists of the Schedule and its Articles 1 - 32 and the following exhibits annexed hereto and any amendments thereto: n 1. Statement of Work, dated &Z113?-9v L(o 1999, consisting of3-D- pages (Exhibit A) 2. Detailed Pricing (Exhibit B) 3. Pricing Summaries (Exhibit C) 4. Initial Project Schedule (Exhibit D) 5. Milestone Delivery and Payment Schedule (Exhibit E) 6. Proposal Assumptions/Responsibilities (Exhibit F) 7. Software License Agreement for the 2000 Products (Exhibit G) 8. Interface Control Document (Exhibit H) 9. Agreement for Extended Services for the 2000 Products (Exhibit I with its Attachments A, B, and C) 25 Date:_'C fz; he.c' 7 L I 'I G) 26 27 28 29 30 31 (Signature) Name: Title: Date: xhibit J) CONTRACTOR: (Signature) Name: e 4444--<.s/c� Title:_ 2// (Signature) Name: Title: Date: Page 12 of 12 1 2 3 4 EXHIBIT A 5 6 STATEMENT OF WORK 7 October 26, 1999 PROJECT STATEMENT OF WORK 9 General Scope: 10 The following Statement of Work defines the principal activities and responsibilities of both parties for the 11 implementation of an integrated Computer Aided Dispatch ("CAD") and Records Management Systems 12 ("RMS") installed under a Direct Delivery Product (DDP) concept, to support the Gilroy Police 13 Department's (hereinafter called h"CLIENT") Law Fire dispatch and record -keeping 14 operations.The system will be composed of the following software components: 15 CAD/2000 for police and fire dispatch operations 16 RMS/2000 for law enforcement records processing 17 Plus the following subsystems, as selected for implementation: 18 CAD Activity Reporting System ("CARS") for dispatch activity reporting 19 Mobile Data System ("MAKO") for digital dispatching 20 Automated Reporting System ("ARS") for law enforcement field reporting 21 Executive Overview: 22 The following Statement of Work outlines the roles and responsibilities of the implementation procedure 23 as it relates to the DDP process. Under the DDP methodology, it is agreed that the CAD and RMS 24 applications, provided under this agreement, are to operate as described in the baseline documentation, 25 listed in Exhibit J, and that specialized tailoring, customization and specification review processes are not 26 provided. 27 CONTRACTOR's CAD/2000 system will be installed on an IBM RS/6000 server with NT 4.0 CAD 28 workstation software installed on five (5) CAD workstations, providing dispatch and calltaking functionality 29 for both police and fire activities. CAD interfaces include E9-1-1, the mobile wireless data network 30 (CDPD), TDD/TTY (5 calltaker/dispatcher workstations) and an ASCII provided file of closed incident data 31 to be used by the current Firehouse software product. It is assumed that all TDD/TTY Zetron 3030 32 hardware devices will be provided and installed by the CLIENT. External system interfaces include a 33 Bisynchronous interface Eprocessing. Emulation as las a 7i- LETS 34 intace/emulaton for warrant checks and accesswill be multi-user. 35 CAD training includes classes for 16 dispatch er/calltakers for law dispatching, 8 dispatch er/cal[takers for 36 fire dispatching and one supervisor class. The CAD system will utilize a dual processor IBM configuration 37 to provide high availability CAD operations. 38 CONTRACTOR'S RMS/2000 appli cation will be installed on an IBM RS/6000 server, with existing 39 workstations to be licensed and installed with CONTRACTOR'S RMS/2000 workstation software. The 40 CLIENT will provide these existing workstations, and will verify they meet the minimum configuration 41 requirements set forth by CONTRACTOR. CONTRACTOR will provide RMS/2000 workstation 42 installation services for five (5) existing workstations and will provide training to Gilroy personnel to install 43 this software on the remaining workstations. The RMS is inclusive of the following Modules: 44 Case Management 45 Crime Analysis 46 NIBRs Page 1 of 30 I UCR Crime Statistics 2 Warrant Tracking 3 Property/Evidence 4 Arrest/Booking 5 Special Flags 6 CONTRACTOR has provided a total of thirty-five (35) Automated Reporting System (ARS) and Mobile 7 Data System (MAKO) licenses to be installed on mobile equipment supplied by the CLIENT. 8 CONTRACTOR will provide workstation software installation services for five (5) devices. It will be the 9 CLIENT's responsibility to install CONTRACTOR's workstation software on the remaining thirty (30) 10 mobile devices. CONTRACTOR's mobile system has been configured to utilize a CDPD wireless 11 infrastructure for all mobile communications between the host CAD system and field units. 12 13 An XN coordinate based geofile will be provided through the conversion of City -provided ESRI format 14 geofile data into GMS. Additionally, CONTRACTOR will provide installation and training of GMS, and 15 develop a Geofile Conversion Process to process the TGF output from GMS into a set of files for loading 16 into CAD. 17 CONTRACTOR shall provide services to convert all RMS "like" fields to "like" fields. Those fields not 18 included in the primary conversion will be contained in a separate file which can be inquired upon under 19 separate inquiry processes. This latter data will be "view only" and drill down capabilities will not be 20 available through this separate inquiry process. 21 The tasks listed within this Statement of Work may not always start and complete in a sequential manner, 22 but may overlap other tasks, according to the Project Plan or by request of CONTRACTOR's Project 23 Manager to address current scheduling issues and constraints. The planned order of the 24 within this document may be changed through the mutual agreement of both parties. tasks listed 25 26 This Statement of Work is contingent on both the CONTRACTOR and the CLIENT fulfilling their 27 respective responsibilities as defined in the Contract Agreement this Exhibit is attached to, and within this 28 document. 29 Task 1: Project Initiation Session 30 Objective: Establish project plans, procedures and initial schedules. 31 Task Description: 32 The project will be initiated with a Project Initiation Session including all of CLIENT's and 33 CONTRACTOR's key project participants. The Project Initiation Session will be completed within 60 34 calendar days following contract execution and receipt of valid notification of contract acceptance and 35 notice -to -proceed from the CLIENT, T 37 38 39 40 41 42 43 44 45 46 The objectives of this first meeting are: To introduce all project participants; Review roles of key participants; Establish a clear chain of communication and authority; Review overall project scope and objectives; Review overall project schedule; Responsibilities: CONTRACTOR shall: a. Designate a Project Manager who will direct CONTRACTOR'S efforts and serve as the primary point of contact for the CLIENT. The responsibilities of CONTRACTOR's Project Manager include, at applicable times during the project: Page 2 of 30 Maintain project communications with the CLIENT's Project Manager. Manage the efforts of CONTRACTOR's staff and coordinate CONTRACTOR's activities with the CLIENT's project team members. Assist the CLIENT's Project Manager in developing a detailed Project Plan defining the detailed tasks and a schedule of CONTRACTOR's responsibilities. 6 - Measure and evaluate progress against the Project Plan. 7 - Resolve deviations from the Project Plan that are within CONTRACTOR'S control. 8 Monitor the project to ensure that support resources are available as scheduled. 9 Coordinate and oversee the installation of all licensed CONTRACTOR's application 10 software. 11 - Conduct face-to-face status meetings with the CLIENT's Project Manager on a monthly 12 basis, or as may otherwise be reasonably required by the CLIENT to discuss project 13 status. These meetings will be provided on -site at either CLIENT's facilities, or 14 CONTRACTOR's facilities, to be determined through mutual agreement of both parties. 15 At a minimum, face-to-face meetings shall be held bi-monthly at the CLIENT's site. In the 16 event delays in the project are determined by CLIENT to be caused by CONTRACTOR, 17 face-to-face meetings at the CLIENT's site will be performed at no additional expense to 18 the CLIENT. 19 - Provide timely responses to issues related to project progress raised in writing by the 20 CLIENT's Project Manager. 21 - Prepare and submit, no later than the fifth business day of each month, a status report 22 that identifies the activities of the previous month, as well as activities planned for the 23 current month. 24 b Deliver one complete set of Baseline Product manuals to the CLIENT. 25 C. Deliver Baseline licensed software for the following licensed systems: 26 27 CAD/2000 CAD WindowsNT Client Workstation 28 29 RMS/2000 RMS Windows95 Client Workstation 30 CAD Activity Reporting System (CARS) 31 Automated Reporting System (ARS) 32 Mobile Data System (MAKO) 33 The CLIENT shall: 34 a. Designate a Project Manager whose responsibilities include: 35 - Maintain project communications with CONTRACTOR'S Project Manager. 36 - Identify the efforts required of the CLIENT's staff to meet the CLIENT's tasks 37 requirements and milestones in the Statement of Work and Project Plan. 38 - Assist CONTRACTOR in developing a detailed Project Plan defining the detailed tasks 39 and a schedule of the CONTRACTOR's and the CLIENT's responsibilities. 40 - Review the Project Plan with CONTRACTOR'S Project Manager. Page 3 of 30 I - Measure and evaluate progress against the Project Plan. 2 - Monitor the project to insure that support resources are available as scheduled. 3 - Attend status meetings with CONTRACTOR's Project Manager, including conference 4 calls. 5 - Provide timely responses to issues related to project progress raised in writing by 6 CONTRACTOR'S Project Manager. 7 - Liaison with all CLIENT -provided third -party vendors and associated systems. 8 - Review and administer hardware and software certification, and all related project tasks 9 required to maintain the implementation schedule. 10 - Approve and release undisputed payments in a timely manner. 11 b. Ensure that all appropriate CLIENT personnel attend and actively participate in the Project 12 Initiation Session. 13 c. Designate a system manager who is proficient in RS/6000 system management. This may 14 require sending staff to IBM training classes (at the CLIENT's expense). 15 d. Ensure acceptable Approval Letter(s) are approved by authorized signature(s). 16 Completion Criteria: 17 This task is considered complete when the Project Initiation Session has been held 18 Task 2: Finalize CAD12000 Hardware Requirements 19 Objective: Validate hardware and third -party software requirements. 20 Task Description: 21 CONTRACTOR's project team will reevaluate the proposed hardware configuration for accuracy and 22 make any necessary changes pursuant to Section 29 of the Agreement this Exhibit is attached to. This 23 hardware validation step is necessary before any hardware can be placed on order. The validation step 24 will also include verification of hardware, system software, and third -party software warranty periods and 25 future maintenance costs. 26 Responsibilities: 27 CONTRACTOR shall: 28 a. Verify, with CLIENT's personnel, CONTRACTOR'S proposed computer processor(s), system 29 software, third -party software, all associated workstations, printers, communications and related 30 components. 31 32 b. Review all hardware, system software and third -party warranty periods and method of payment. 33 34 c. Review and verify the final CAD hardware/software configuration with CLIENT 35 36 d. Review the CLIENT's existing communications environment to ensure compatibility with the 37 equipment and systems proposed, and make recommendations as applicable to meeting these 38 requirements. 39 The CLIENT shall: Page 4 of 30 a. Provide, upon request, 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. Review the final hardware/system software configuration with CONTRACTOR's project team. C. Review CONTRACTOR'S recommendations regarding any existing communications networks and workstations to ensure compatibility with the equipment and systems to be installed. Completion Criteria: 7 8 This task is considered complete when the final hardware/system software configuration is completed, 9 and warranty periods for all equipment, system software and third -party software is determined and 10 communicated to the CLIENT. 11 Task 3: Develop CAD12000 Project Plan 12 Objective: Establish the final Project Plan 13 Task Description: 14 The objective of this task is to finalize the Project Plan based upon phe requirements inter -dependencies among d and e 15 associated project objectives, plans, schedules, approvals, priorities 16 tasks. The resulting document defines the specific project tasks to be completed, documents the final 17 Project Plan and schedule for each major system, and identifies the hardware and software warranty 18 periods which comprise the overall system to be implemented. 19 CONTRACTOR shall: 20 a. Review with the CLIENT personnel the identified implementation tasks, priorities, inter- 21 dependencies and other requirements needed to establish the final Project Plan. 22 23 b. Prepare the final Project Plan document and deliver to the CLIENT. 24 25 C. Review the Project Plan with the CLIENT personnel and make changes and/or corrections that 26 are mutually agreed upon. 27 28 The CLIENT shall: 29 the 3a imnplement'ation decisions aas mayrbe reasonably lrequi ed tlolfnrequirements make suc alizzethe Project Plan. 31 32 33 b. Review the final Project Plan and identify in writing any specific deficiencies found. 34 Completion Criteria: 35 36 This task is considered complete ten (10) business days after submittal of the Project Plan, except for any 37 such deficiencies agreed upon by both parties and so identified in writing by the City of Gilroy within this 38 time period. 39 40 Task 4: CAD12000 Hardware Off -Site Installation 41 42 Objective: Install and test principal CAD hardware components. 43 44 Task Description: 45 Page 5 of 30 I Following the completion of the previous task, CONTRACTOR will place on order and subsequently 2 install a subset of the complete CAD hardware configuration in the Tiburon Development Center. This 3 equipment will be sufficient to support initial software installation and unit testing activities. 4 CONTRACTOR will assume responsibility for all software installation and testing. 5 6 Responsibilities: 7 8 CONTRACTOR shall: 9 10 a. Order the required computer processors and sufficient workstation equipment to support initial 12 11 software installation and demonstration of the proposed software products. 13 a. Provide the CLIENT with an inventory list, including serial numbers, of equipment delivered to the 14 Tiburon staging area or Development center. 15 16 b. Install the computer hardware, system software and peripheral equipment in the Tiburon 17 Development Center. 18 19 The CLIENT shall: 20 21 a. Approve for full payment, according to Exhibit E, Milestone Delivery and Payment Schedule, the 22 computer equipment and system software which has been delivered to the CLIENT and tested 23 and accepted by the CLIENT to the Tiburon Development Center. 24 25 Completion Criteri6: 26 27 This task is considered complete when the computer processor, operating system software and related 28 equipment is installed in the Tiburon Development Center. 29 30 Task 5: CAD12000 Software Installation 31 32 Objective: Install and test the primaryCAD/2000 software components on the CLIENT's server 33 equipment. 34 35 Task Description: 36 37 All applicable CAD/2000 application software, as well as equipment vendor's system software necessary 38 for this phase of the project to be completed, will be loaded on the CLIENT's server equipment as 39 installed during Task 4 above. Page 6 of 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Responsibilities: CONTRACTOR shall: Install the required equipment vendor system software on the server and associated equipment located at the Tiburon Development Center. a. Install and build the CAD/2000 file structure. Install CAD/2000 licensed software within this configuration. Test the initial operation of the baseline CAD/2000 systems. The CLIENT shall: a. Assist CONTRACTOR during this installation phase in support of this remote development environment as questions and issues arise concerning system configuration. Completion Criteria: This task is considered complete when the CAD/2000 baseline application modules have been installed and unit tested. 24 Task 6: CAD Equipment On -site Installation 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 Objective: Transfer CAD computer equipment to the CLIENT's facilities. Task Description: All of CLIENT's hardware components that were installed in the Tiburon Development Center will be de - installed and delivered to the CLIENT's facilities. Any additional hardware and software components included as a contract deliverable will be ordered and delivered at this time. Once on -site, the hardware will be installed, communications lines and modems attached and its operation verified. Responsibilities: CONTRACTOR shall: a. Assume responsibility for the de -installation, transportation and final site installation of the hardware and system software configuration that had been installed in the Tiburon Development Center. b. Deliver the equipment previously delivered to the Tiburon Development Center on site in the CLIENT's location, with installation of central computer hardware, workstations, printers, modems and communications equipment as proposed. C. Order any equipment necessary for the next phases of system and application software testing, with installation in the CLIENT's site as proposed as deliverables in the contract agreement. d. Install and test, with the CLIENT's assistance, the following workstation and communications hardware and software components, limited to those included as contract deliverables: computer server equipment and associated consoles network hubs and routers communication cables between hubs and workstations in the Communication Center PC equipment in the Communication Center for desktop mounting printer equipment in the Communication Center Page 7 of 30 1 2 e. Install and configure the CAD/2000 Graphical Workstation software for the five (5) CAD 3 workstations included. 4 5 6 The CLIENT shall: 7 8 a. Provide a site adequate for the installation, operation and maintenance of all computer and 9 workstation equipment. 10 11 b. Provide all cable runs, pathways, coring, access points, floor cutting or drilling and related tasks 12 related to cable and equipment installation. 13 14 c. Provide all CLIENT -provided telephone and CLIENT -provided external interface connection 15 points within 20' of the server equipment. 16 17 d. Provide and install all communication lines, modems, hubs and routers, cabling and other 18 components necessary for system operation and maintenance, which are not identified as 19 deliverable products and services in the contract agreement. 20 21 e. Assume responsibility for any modifications to the communications consoles and furniture as 22 required for workstation operation and maintenance. 23 24 f. Install and verify operation of all locally -mounted Zetron model 3030 TDD/TTY units and 25 Spectracom Netclock/2 time source interface equipment. 26 27 g. Provide TCP/IP communications and connection to the hub equipment provided in support for 28 any existing networks, workstations and printers that are to have access to the CAD/2000 29 applications. 30 31 h. Provide at least two (2) dial -in telephone lines for remote access, with connection convenient to 32 server equipment, plus at least one additional during the system implementation process. 33 34 i. Install and test any remote workstations and communications equipment. 35 36 j. Approve for timely payment following delivery for all equipment delivered to and accepted by the 37 CLIENT, according to Exhibit E, Milestone Delivery and Payment Schedule. 38 39 Completion Criteria: 40 41 This task is considered complete when each system, as delivered with all modifications identified for off- 42 site development are installed on the CLIENT's premises. 43 44 Task 7: CAD12000 Message Switch interfaces 45 46 Objective: Develop, install and test the external message switch interfaces. 47 48 Task Description: 49 50 The external local and remote interfaces will be installed, and all related functions tested and 51 demonstrated to the CLIENT. 52 Responsibilities: 53 54 CONTRACTOR shall: 55 56 a. Install and test all software required to perform in accordance with the agreed to Interface Control 57 Document. These interfaces include: Page 8 of 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 CDPD Interface Bisynch Interface to SLETS 3270 Interface to SLETS b. Develop the following set of State/NCIC reformatted message transactions on CAD workstations using the CAD/2000 message reformatter: • Article Inquiry • Boat Inquiry • Gun Inquiry • Driver's License Inquiry • Vehicle Registration Inquiry • Missing Person Inquiry • Wanted Person Inquiry • Criminal History (State)lnquiry • Out Of State Driver's License Inquiry • Out Of State Vehicle Registration Inquiry • Unidentified Person Inquiry. • Security Inquiry • Stolen (stored) Vehicle - Inquiry • Stolen (stored) Vehicle — Entry The CLIENT shall: a. Provide, on request, currently existing information, record layouts and documents necessary to establish interfaces with all local and remote systems and facilities. b. Provide network and DCE connections convenient to the CAD hub and server equipment for all interfaces to external systems. C. Provide and install all modems, DSU/CSUs, routers, hubs, communications lines and related equipment not provided by CONTRACTOR as deliverables in the contract documents. d. Provide all required liaison support with the agencies and vendors required to support the interfaces. e. Ensure that the necessary technical support is made available for installation, testing and demonstration of the interfaces. Completion Criteria: This task is considered complete when the listed interface support is installed and unit tested. Task B: CAD12000 System Interfaces Objective: Develop, install and test all CAD/2000 System Interfaces. Task Description: Once the equipment and software have been installed on the CLIENT's premises, all remaining local and remote interfaces as specified in the list of deliverables in the contractual documents will be developed, installed and tested. Responsibilities: CONTRACTOR shall: Page 9 of 30 1 2 a. Design, develop, transfer, install, and unit test all software required for the following interfaces 3 resulting in their operating in accordance with the Baseline Documentation, listed in Exhibit J, and 4 the Interface Control document, Exhibit H: 5 6 E9-1-1 Interfaces 7 WWVB Master Clock Interface 8 TTD/TTY Interface 9 10 The CLIENT shall: 11 12 a. Provide, on request, currently existing information, record layouts and documents necessary to 13 establish interfaces with all local and remote systems and facilities. 14 15 b. Assume responsibility for any modifications or additions to any existing or non -CONTRACTOR 16 supplied systems required to enable them to support the interfaces, as defined in the Interface 17 Control documents. 18 19 c. Provide and install all communications lines and equipment not provided by CONTRACTOR as 20 deliverables according to the contract documents. 21 22 d. Provide all required liaison support with the agencies and vendors required to support the 23 interfaces. 24 25 e. Ensure that the necessary technical support is made available for installation, testing and 26 demonstration of the interfaces. 27 28 Completion Criteria: 29 30 This task is considered complete when each interface is installed and unit tested. The operation or 31 availability of the external system or third -party software is not necessary for task completion. 32 33 Task 9. Mobile Data Computer Equipment and CAD12000 Interface 34 35 Objective: Install and test the applicable CDPD connection in support of the Mobile Data Computer 36 (MDC) network. Install and test the CAD/2000 interface to, and in support of, the MDC 37 network. Install a pilot set of MDC units and mobile radios, initialized and loaded with 38 CONTRACTOR's MDC control software (MAKO), and demonstrate operation in the 39 CLIENT's wireless environment. Provide the CLIENT with software and training to allow 40 the installation of all remaining MDC and applicable radio equipment by CLIENT's staff. 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 Task Description: CONTRACTOR will provide and install the equipment associated with the CDPD controller in support of the MDC network, and will work with CLIENT to install a pilot set of up to five (5) mobile radios and MDC computers. CONTRACTOR will load the MAKO software on these MDC units, and will test and demonstrate the operation of the pilot set of equipment in the mobile environment, demonstrating mobile dispatch messages, status changes, inquiries to local CAD files and the display of the associated response messages. Responsibilities: CONTRACTOR shall: a. Work with the CLIENT to install up to five (5) mobile laptop computers in a pilot group of the CLIENT's vehicles. b. Install and test the CAD/2000 interface software to communicate with the network of mobile Page 10 of 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 laptop computers in this wireless environment. c. Demonstrate the primary operation of this pilot set of mobile units for the purpose of receiving dispatch messages, entering status changes, displaying data from CAD data files, and if available at the time of this test, inquiries into remote databases. d. Provide the CLIENT with software and training necessary for the installation of MAKO software on all remaining mobile laptops. The CLIENT shall; a. Provide the installation site and related support for the installation of the CDPD controller and any antenna equipment. b. Equip up to five (5) pilot vehicles with mobile radios, antennas and mobile laptops, providing any necessary vehicle modification to accept this equipment. C. Be responsible for the installation and integration of mobile laptops and mounting equipment in vehicles. d. Provide the staff necessary to test the pilot mobile configuration with CAD/2000. e. Following successful pilot testing of this network, take responsibility for the installation of radio, antenna and mobile laptop equipment in all remaining vehicles. Successful testing includes the ability to send and receive digital transmissions from the CAD system to the mobile device via the CDPD wireless network. f. Install and configure the CONTRACTOR -provided MAKO software on all remaining laptops, whether fixed or mobile. Completion Criteria: This is considered complete when the ability to receive digital dispatch information, enter status changes and access mobile accessible CAD data files can be demonstrated on the complete set of up to five (5) pilot vehicles. The installation, test and demonstration of the system on all thirty-five (35) vehicles is not required for task completion Task 10: Geographic File Loading Objective: Provide CLIENT with a graphical, TGF formatted geofile using existing City -provided ESRI data and load, install and train CLIENT on the Geographic Maintenance Server. Page 11 of 30 Task Description: 3 Provide Services to load City -Provided ESRI geofile data into GMS, provide installation and training of 4 GMS, and develop a Geofile Conversion methodology to process the TGF output from GMS into a set of 5 files for loading into CAD. 6 Responsibilities: 7 8 CONTRACTOR shall: 9 10 a. CONTRACTOR will conduct a specification review and customer meeting at the client site for one 11 day. A methodology of geofile standards and work methods will be presented consistent with the 12 "Geofile Construction" document. During the specification review, Metagenix will provide training 13 to the customer on the requirements of the TGF format and the database 14 b. CONTRACTOR will work with CLIENT to appoint a geofile coordinator to act as the single point of 15 contact for CONTRACTOR to resolve geofile issues. 16 17 c. CONTRACTOR will install GMS on the GMS server and load the ESRI file. CONTRACTOR will 18 not provide any editing or analysis of the geofile, and will not be responsible for the quality of the 19 data supplied by the City. CONTRACTOR will only be responsible for converting data present in 20 the file, and will not add fields or provide extra processing. 21 22 d. CONTRACTOR will install GMS on site, loaded with the source geofile. 23 24 e. CONTRACTOR will provide five days of training on site in the operation of GMS. 25 26 f. CONTRACTOR will develop and install a Geofile Creation Process on the GMS machine at the 27 CLIENT'S site. This GCP will process the exported TGF from the GMS installation to add cross 28 street information and create an intersection file. 29 30 g. CONTRACTOR will supply the CLIENT with the new Geofile for review and produce a list of initial 31 corrections. 32 33 The CLIENT shall: 34 35 a. Provide an accurate ESRI formatted geofile to CONTRACTOR within 30 days of the geofile 36 specification review. 37 b. Review in detail the converted Geofile and verify each street segment for accuracy and document 38 any necessary changes. 39 40 C. Provide personnel who will be responsible for geofile maintenance and will attend the GMS 41 training session. 42 43 d. Create and provide all map layers 44 45 Completion Criteria: 46 47 This task is considered complete when CONTRACTOR has successfully installed the GMS server, 48 provided GMS training and has loaded the geofile onto the CAD server. 49 Task 11: General File Building 50 51 Objective: Establish test and production files. Page 12 of 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 Task Description: CONTRACTOR's project team will be responsible for building a set of test/training files and for defining all production data files, CONTRACTOR's project team will then train and assist the CLIENT's staff in the entry of agency -specific information such as code tables, unit identification, reporting area definition, unit recommendation criteria, etc. Responsibilities: CONTRACTOR shall: a. Build a set of test/training files, necessary for operation, and define all production data files. b. Review data forms provided to the CLIENT to complete for any data that CONTRACTOR will be entering. C. Provide standard training sessions for the CLIENT's personnel on the entry of agency -specific data. d. Assist the CLIENT in planning for the entry of basic CAD files including "Nature of Calls" and the "Premise Hazard Information The CLIENT shall: a. Develop and enter all agency -specific input data which is to be entered manually. b. Complete the forms provided by CONTRACTOR for any data to be entered by CONTRACTOR. C. Be responsible for the accuracy of the data provided by the CLIENT. Completion Criteria: This task is considered complete when CONTRACTOR has trained the CLIENT's staff on procedures for loading agency -specific data, as defined under Task 16 Task 12: CAD12000 Ancillary System Installation Objective: Install, configure and demonstrate CAD/2000 ancillary systems. Task Description: After CAD/2000 has been successfully installed and is being prepared for the functional test phase, all remaining ancillary systems will be installed. Depending upon the final Project Plan, one or more of these systems may be installed at an earlier date. These systems include, according to the contract deliverables: CARS — CAD Activity Reporting System Responsibilities: CONTRACTOR shall: a. Provide the software and services to install CONTRACTOR and third -party licensed software. b. Interface to system network, according to the network configuration. C. Test the operation of data transfer functions. d. Test the operation of the ancillary system. Page 13 of 30 1 2 The CLIENT shall: 3 4 a. Provide the required computer and network equipment not specifically provided by 5 CONTRACTOR according to the contract deliverables. 6 7 b. Provide assistance to CONTRACTOR's staff in cases where non -CONTRACTOR databases are 8 to be accessed. 9 10 c. Provide applicable data in the format as specified by CONTRACTOR as necessary for system 11 operation where non -CONTRACTOR databases are to be accessed, 12 13 d. Work with CONTRACTOR to verify the operation of the ancillary systems identified above. 14 15 Completion Criteria: 16 17 This task is considered complete when all Ancillary systems listed above have been demonstrated to 18 operate in accordance with the Baseline documentation. 19 Task 13: CAD12000 Functional Testing 20 21 Objective: Perform functional tests of all CAD/2000 systems. 22 23 Task Description: 24 25 Following unit testing of each individual system component, CONTRACTOR will demonstrate the 26 applicable functions and features for all installed systems. The Baseline documentation will serve as the 27 guidelines for these demonstrations. CLIENT's staff will perform functional testing of the individual 28 components of all systems and subsystems. 29 30 Responsibilities: 31 32 CONTRACTOR shall: 33 34 a. Certify all applicable software and systems as ready for functional testing. 35 36 37 The CLIENT shall: 38 39 a. Generate test data files needed for functional testing. 40 41 b. Document each discrepancy between system functionality and the System documentation. 42 43 Completion Criteria: 44 45 This task is considered complete when all major system functions have been demonstrated to operate in 46 accordance with the Baseline documentation. Page 14 of 30 I Task 14: Final CAD12000 Equipment Installation 2 3 Objective: Install all remaining cables, modems, hubs, routers, printers, workstations and other 4 equipment required for production operation. 5 6 Task Description: 7 8 Prior to the final complete system integration test in the next task, all remaining computer, 9 communications and related components will be installed. The CLIENT will be responsible for the 10 installation of any equipment not provided by CONTRACTOR as a contract deliverable, as well as any 11 workstations not desktop -mounted in the Communication Center, with CONTRACTOR working with the 12 CLIENT's staff to connect and test the equipment and data communications. 13 14 Responsibilities: 15 16 CONTRACTOR shall: 17 18 a. Provide and deliver all remaining equipment to be supplied by CONTRACTOR as part of the 19 project deliverables. 20 21 b. Install all remaining network, cabling and associated equipment for which CONTRACTOR is 22 responsible. 23 24 c. Provide the CLIENT with a software configuration for any remaining intelligent workstations to be 25 loaded with CONTRACTOR -licensed software. 26 27 d. Assist the CLIENT's staff in the installation, configuration, software loading and testing of all the 28 CLIENT -provided equipment. 29 30 The CLIENT shall: 31 32 a. Provide, configure and install all remaining equipment not provided by CONTRACTOR as a 33 deliverable in the contract. 34 35 b. Complete any required console and related modifications. 36 37 c. Provide and install all network cables not provided by CONTRACTOR and verify both network 38 and PC operation. 39 40 d. Perform any site modifications to allow successful equipment installation 41 42 e. Provide and install all necessary UPS equipment not provided by CONTRACTOR. 43 44 f. Install and verify the operation of all CLIENT -installed workstation system software. 45 46 g. Approve for payment any remaining invoices for equipment provided as part of this task. 47 48 Completion Criteria: 49 50 This task is complete when all equipment required for production operation has been installed and tested. 51 Task 15: CAD12000 System Integration Testing 52 53 Objective: Perform integration testing of all CAD/2000 systems and interfaces. 54 Task Description: 55 56 Following functional testing of each individual system component, CONTRACTOR will demonstrate all 57 internal and external interfaces to ensure that the combined systems operate together as defined in the Page 15 of 30 I Interface Control Document. CLIENT's staff will conduct the integration testing of the overall public safety 2 system. 3 4 Responsibilities: 5 6 CONTRACTOR shall: 7 8 a. Certify the interfaces as ready for integration testing. 9 10 b. Demonstrate all inter -system communications between installed CONTRACTOR systems and 11 between CONTRACTOR and non -CONTRACTOR systems. 12 13 c. Assist the CLIENT in testing each interface. 14 15 d. Review any discrepancies which are identified by the CLIENT. 16 17 e. Provide software or documentation modifications as needed to correct the discrepancies. 18 19 f. Order and install, as proposed, all remaining equipment needed for initial production operation. 20 21 The CLIENT shall: 22 23 a. Conduct test procedures and verify all inter -system communications between installed 24 CONTRACTOR systems and between CONTRACTOR and non -CONTRACTOR systems to 25 ensure conformance with the approved interface control documents. 26 27 Completion Criteria: 28 29 This task is considered complete when the internal and external interfaces, CARS, and other 30 CONTRACTOR licensed software listed as deliverables in the contract document have been 31 demonstrated according to the baseline software documentation and Interface Control Document. Any 32 discrepancies discovered following the completion of this task shall be corrected as part of the warranty 33 phase. 34 Task 16: CAD12000 Technical/User Training and Documentation 35 36 Objective: Conduct CAD/2000 technical and user training. 37 38 Task Description: 39 40 A full scale training program will be developed and scheduled exclusively for the CLIENT and then 41 conducted at a time that is mutually agreeable between both parties, to thoroughly train the CLIENT's 42 Training personnel on the use of the systems and the CLIENT's Technical personnel on the operation 43 and support of the installed systems. A set of user and technical documents will be provided for all 44 installed systems. 45 46 Please note that certain training classes listed within this section may take place prior to the general 47 training task or conjunction with the installation and integration of specific subsystems (e.g., mobile 48 computing systems, reporting systems). Page 16 of 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Responsibilitles: CONTRACTOR shall: a. Provide CAD training for the CLIENT's Technical and Training staff members for all CONTRACTOR licensed software installed. Training will be provided on all standard shifts, not to exceed eight hours per 24-hour period. b. Provide one (1) complete set of printed training materials, including lesson plans for the courses in the form of reproducible black & white masters and machine-readable based upon CONTRACTOR'S documentation standard at the time of delivery. C. Provide one (1) complete set of technical and user manuals for all CONTRACTOR systems installed in the form of reproducible black & white masters and machine-readable, based upon CONTRACTOR'S documentation standard at the time of delivery. d. The number and duration of training classes to be provided are as follows: Session Call taker onl , includin TDD Duration " 8 hours Number of Participants 8-10 Number of Sessions 3 Dispatching Functions (must also attend above class Supervisory Functions (must also attend above two classes 16 hours 4 hours 8-10 8-10 6 1 File Maintenance 16 hours 2-4 1 Table Maintenance 16 hours 2-4 1 CARS Operation 24 hours 2-4 1 Message Reformatter 24 hours 1-2 1 System Administration 24 hours 2-4 1 Real Time Mapping 4 hours 8-10 1 GMS Training 16 hours 2-4 1 The CLIENT shall: a. Designate and assign personnel to receive training in groups not to exceed the class size listed in the table above. b. Provide suitable classroom facilities with computer workstation equipment for each staff member participating in the training session. C. Provide sufficient copies of the documentation supplied by CONTRACTOR to support all students in the training classes. d. Ensure that appropriate Gilroy Training personnel are available to actively participate in the scheduled training programs. Page 17 of 30 Completion Criteria: This task is considered complete when the scheduled technical and user training on each installed System is completed. Task 17. CAD12000 Final Certification 7 Objective: Certify completion of CAD/2000 system installation and final system certification 8 9 Task Description: 10 11 Following the successful completion of all preceding tasks and the delivery of all required documentation, 12 the CAD/2000 system will be prepared for the System Acceptance Test as described in Section 26 of this 13 Agreement. 14 15 CONTRACTOR shall: 16 17 a. Certify to the CLIENT in writing that all products have been delivered and all requisite tests have 18 been completed successfully. 19 20 b. Provide the CLIENT with all remaining documentation and associated information as listed as 21 project deliverables. 22 23 The CLIENT shall: 24 25 a. Verify that all products have been delivered and all requisite tests have been successfully 26 completed. 27 28 b. Document any CONTRACTOR subsystem not placed into production or the CLIENT -provided 29 system or interface not available according to the project schedule. 30 31 C. Upon completion of the System Acceptance Test as described in Section 26 of this Agreement, 32 approve payment or payments associated with final system certification. 33 34 Completion Criteria: 35 36 This task is considered complete when any outstanding CAD/2000 products and documentation has been 37 delivered to the CLIENT, the System Acceptance Test is completed and said systems are being used in a 38 live environment. 39 Task 18: Finalize RMS12000 Hardware Requirements 40 41 Objective: Validate hardware and third -party software requirements. 42 43 Task Description: 44 45 CONTRACTOR's project team will reevaluate the proposed hardware configuration for accuracy and 46 make any necessary changes pursuant to Section 29 of the Agreement this Exhibit is attached to. This 47 hardware validation step is necessary before any hardware can be placed on order. The validation step 48 will also include verification of hardware, system software, and third -party software warranty periods and 49 future maintenance costs. Page 18 of 30 I Responsibilities: 2 3 CONTRACTOR shall: 4 5 a. Verify, with CLIENT's personnel, CONTRACTOR'S proposed computer processor(s), system 6 software, third -party software, all associated workstations, printers, communications and related 7 components. 8 9 b. Prepare a final hardware/system software configuration to support all documented facilities and 10 functions. 11 12 c. Review the CLI ENT's existing communications environment to ensure compatibility with the 13 equipment and systems proposed, and make recommendations as applicable to meeting these 14 requirements. 15 16 The CLIENT shall: 17 18 a. Provide, upon request, information on existing hardware/system software components and 19 communication networks, as well as projected utilization statistics and other information as may 20 be reasonably required to validate final hardware requirements. 21 22 b. Review the final hardware/system software configuration with CONTRACTOR's project team. 23 commendations 24 c. Review CONTRACTOR'S re regarding any existing communications networks 25 and workstations to ensure compatibility with the equipment and systems to be installed. 26 27 Completion Criteria: 28 29 This task is considered complete when the final hardware/system software configuration is completed, 30 and warranty periods for all equipment, system software and third -party software is determined and 31 delivered to the CLIENT. 32 Task 19: Develop RMS12000 Project Plan 33 34 Objective: Establish the final Project Plan 35 36 Task Description: 37 38 The objective of this task is to finalize the Project Plan based upon the requirements identified and the 39 associated project objectives, plans, schedules, approvals, priorities and inter -dependencies among 40 tasks. The resulting document defines the specific project tasks to be completed, documents the final 41 Project Plan and schedule for each major system, and identifies the hardware and software warranty 42 periods which comprise the overall system to be implemented. 43 44 CONTRACTOR shall: 45 46 a. Review with the CLIENT's personnel the identified implementation tasks, priorities, inter- 47 dependencies and other requirements needed to establish the final Project Plan. 48 49 b. Prepare the final Project Plan document and deliver to the CLIENT. 50 51 c. Review the Project Plan with the CLIENT's personnel and make changes and/or corrections that 52 are mutually agreed upon. Page 19 of 30 1 The CLIENT shall: 2 3 a. Analyze with CONTRACTOR's project personnel the identified requirements and make such 4 implementation decisions as may be reasonably required to finalize the Project Plan. 5 6 b. Review the final Project Plan and identify in writing any specific deficiencies found. 7 8 Completion Criteria: 9 10 This task is considered complete ten (10) business days after submittal of the Project Plan, except for any I such deficiencies agreed upon by both parties and so identified in writing by the CLIENT within this time 12 period. 13 14 Task20: RMS12000 Hardware Off -Site installation 15 16 Objective: Install/test principal RMS hardware components. 17 18 Task Description: 19 20 Following the completion of the previous task, CONTRACTOR will place on order and subsequently 21 install a subset of the complete RMS hardware configuration in the Tiburon Development Center. This 22 equipment will be sufficient to support initial software installation, application program modification and 23 unit testing activities. CONTRACTOR will assume responsibility for all software installation and testing. 24 25 Responsibilities: 26 27 CONTRACTOR shall: 28 29 a. Order the required computer processors and sufficient workstation equipment to support initial 30 software installation of the proposed software products. 31 32 b. Install the computer hardware, system software and peripheral equipment in the Tiburon 33 Development Center. 34 35 The CLIENT shall: 36 37 a. Approve for full payment the computer equipment and system software which has been delivered 38 to the Tiburon Development Center, according to Exhibit E, Milestone Delivery and Payment 39 Schedule. 40 41 Completion Criteria: 42 43 This task is considered complete when the computer processor, system software and related equipment 44 is installed in the Tiburon Development Center. 45 46 Task 2l: RMS12000 Software Installation 47 48 Objective: Install and test the primary RMS/2000 software components on the CLIENT's server 49 equipment. 50 51 Task Description: 52 53 All applicable RMS/2000 application software, as well as equipment vendor's system software necessary 54 for this phase of the project to be completed will be loaded on the CLIENT's server equipment as installed 55 during Task 20 above. Oracle RDBMS, and any special database setup will take place as part of this 56 57 task in support for the RMS/2000 implementation. Page 20 of 30 I Responsibilities: 2 3 CONTRACTOR shall: 4 5 a. Install the required vendor system software on the server and associated equipment located at 6 the Tiburon Development Center. 7 8 a. Install and build the RMS/2000 file structure. 9 tional data base software and file structure. 10 b. Install the primary Oracle rela 11 12 c. Install RMS/2000 licensed software within this configuration. 13 14 d. Test the initial operation of the baseline RMS/2000 systems. 15 16 The CLIENT shall: 17 g this installation phase in support of this remote development 18 a. Assist CONTRACTOR durin d issues arise concerning system configuration. 19 environment as questions an 20 21 Completion Criteria: 22 23 This task is considered complete when the RMS/2000 baseline application modules have been installed 24 and unit tested. 25 26 Task 22: RMS12000 Data File Conversion 27 28 Objective: Perform initial data file conversion and testing of CLIENT'S RMS data. 29 30 Task Description: 31 32 This task provides for the conversion of the specified CLIENT data files to provide for the initial loading o 33 the associated RMS/2000 files. Data conversion always involves a number of unknowns, and therefore 34 involves a series of steps whereby the existing files are analyzed and the conversion process is 35 determined. 36 37 Responsibilities: 38 39 CONTRACTOR shall: 40 41 a. Create field mapping definitions and transfer data formats, that specify which existing data fields 42 are to be converted and to which RMS/2000 data fields, and which data fields are not to be 43 converted. 44 45 b. Prepare the required conversion software to accept the files provided by the CLIENT and to 46 create the necessary RMS/2000 data files. 47 c. Accept the sample data to be converted, and perform the data conversion process to load test files on RMS/2000. Page 21 of 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 d. Perform initial testing of the converted files, identifying any data errors and related problems which are identified during this task. e. Review the conversion process and the resulting files with the CLIENT and, in case of problems, identify whether the problem needs to be corrected by CONTRACTOR or by the CLIENT, or both. f. Prepare the file conversion summary report for review by the CLIENT. The CLIENT shall: a. Provide CONTRACTOR with data file layouts and data definitions for all files to be converted. b. Define the code table mapping definition for all data to be converted for use by RMS/2000, and implement this plan during the creation of the required ASCII translation files. C. Purge unnecessary data to ensure that the ASCII files provided CONTRACTOR only contain data the CLIENT intends CONTRACTOR to convert prior to the data conversion process. d. Provide CONTRACTOR with a representative sample of the data to be converted, on mutually - agreeable transmission media. e. Review the conversion process and the resulting files with CONTRACTOR and, in case of problems caused by the CLIENT, provide an updated set of files for conversion and re -testing. f. Upon successful file conversion and testing, accept the conversion summary report. Completion Criteria: Upon the successful conversion of the representative set of data from each file, CONTRACTOR will provide the CLIENT with a conversion sign -off and acceptance, which shall be signed by the CLIENT to indicate completion of this phase. Task 23: RMS12000 Equipment On -site Installation Objective: Transfer RMS computer equipment and all modified software to the CLIENT facilities. Task Description: CLIENT hardware components that were installed in the Tiburon Development Center will be de -installed and delivered to the CLIENT's facilities. Once on -site, the hardware will be installed, communications lines and modems attached, and operation verified. Responsibilities: CONTRACTOR shall: a. Assume responsibility for the de -installation, transportation and final site installation of the hardware and system software configuration which had been installed in the Tiburon Development Center. b. Deliver the RMS equipment previously delivered to the Tiburon Development Center on site in the CLIENT's location, with installation of central computer hardware, workstations, terminals, printers, modems and communications equipment as proposed. Page 22 of 30 I c. Install and test, with the CLIENT's assistance, all workstation and communications 2 hardware/software components which are proposed for CONTRACTOR's installation, all LAN 3 cables and interfaces to the CLIENT -provided interface connections. 4 5 d. Install and configure the RMS/2000 Graphical Workstation software on up to five (5) local 6 workstations. 7 8 e. Provide the CLIENT with training to allow the RMS/2000 Graphical Workstation software to be 9 installed on all remaining local as well as on remote workstation positions. 10 11 The CLIENT shall: 12 13 a. Provide a site adequate for the installation, operation and maintenance of all CONTRACTOR 14 provided computer and workstation equipment. 15 16 b. Provide existing RMS workstations that adhere to CONTRACTOR'S minimum RMS workstation 17 configuration requirements as follows: 18 Pentium 100Mhz 19 100Mb of FREE disk space 20 32Mb of FREE memory 21 3COM Ethernet Network Card 22 SVGA Color Display 23 24 c. Provide all communication lines, modems, hubs, routers, cabling and other components 25 necessary for system operation and maintenance that are not provided by CONTRACTOR. 26 27 d. Assume responsibility for any modifications to any furniture as required for workstation operation 28 and maintenance. 29 30 e. Assist with the installation and verify operation of interfaces to any the CLIENT -provided 31 networks. 32 33 f. Provide TCP/IP communications support for any existing networks, workstations and printers 34 which are to have access to the RMS/2000 applications. 35 rkstations and communications equipment. 36 g. Install and test all remote wo 37 38 h. Install the RMS/2000 Graphical Workstation software on any local and remote workstations 39 beyond the (5) five workstations to be installed by CONTRACTOR. 40 42 i. Provide at least two (2) dial -in telephone lines for remote access, with connection convenient to 42 server equipment, plus at least one additional during the system implementation process. 43 44 j. Approve timely payment, pursuant to Exhibit E, Milestone Delivery and Payment Schedule, 45 following delivery at CLIENT's facilities for all equipment purchased by the CLIENT. 46 47 Completion Criteria: 48 49 This task will be incrementally completed as each component of the RMS/2000 system is installed on the 50 CLIENT's premises. 51 Task 24: Field Activity Reporting System equipment and interface 52 53 Objective: Implement the ARS client software on a pilot set of MDC units and mobile radios, 54 initialized and loaded with the CONTRACTOR ARS control, and demonstrate operation in 55 the CLIENT's wireless environment. Provide the CLIENT with software and training to 56 allow the installation of all remaining MDC software on mobile equipment by the 57 CLIENT's staff. 58 Page 23 of 30 1 Description: 2 3 CONTRACTOR will install a pilot set of ARS Field Activity Reporting on a pilot set of mobile equipment 4 which has been previously installed and tested with the CLIENT's wireless CDPD network as part of the 5 CAD/2000 Mobile Data Computer system in a previous task. The server and software in support of the 6 Report Control Server will be installed, and a pilot test of up to five (5) mobile units will be demonstrated. 7 CLIENT is then responsible for the installation of the remaining ARS software on the remaining mobile 8 computers. 9 10 Responsibilities: 11 12 CONTRACTOR shall: 13 14 a. Install the Report Control Server equipment. 15 16 b. Work with the CLIENT to install the ARS Field Reporting PC software on up to five (5) mobile 17 computers that have been previously tested in the wireless environment. 18 19 c. Install and test the interface software to allow data transfer from CAD/2000 and to the Report 20 Control Server (RCS). 21 22 d. Demonstrate the primary operation of this pilot set of mobile units for the purpose of receiving 23 CAD incident upload, incident entry, and transfer to the RCS. 24 25 e. Provide the CLIENT with software and training necessary for installation of ARS on all remaining 26 mobile laptops. 27 28 The CLIENT shall: 29 30 a. Provide the installation site and related support for the installation of the Report Control Server. 31 32 b. Equip up to five (5) pilot vehicles with operating mobile data computers and CDPD interface to 33 the CAD/2000 Message Switch. 34 35 c. Provide the staff necessary to test the pilot mobile ARS configuration. 36 37 d. Install and configure the CONTRACTOR -provided ARS software on all remaining laptops, 38 whether fixed or mobile. 39 40 Completion Criteria: 41 42 This is considered complete when the ARS receives CAD incident data via the wireless network, enters 43 incident information using ARS forms, and transfers ARS data to the Report Control Server (RCS). The 44 installation, test, and demonstration of ARS operating on all mobile computers on the CLIENT's wireless 45 network is not required for task completion. 46 Task25. RMS12000 System Interfaces 47 48 Objective: Develop, install and test all RMS/2000 System Interfaces. Page 24 of 30 I Task Description: 2 3 Once the equipment and RMS software have been installed on the CLIENT's premises, all remaining 4 local and remote interfaces as specified in the list of deliverables in the contractual documents will be 5 developed, installed and tested. 6 7 Responsibilities: 8 9 CONTRACTOR shall: 10 11 a. Install and test all software required for the following interfaces: 12 CJIC 13 RMS to SLETS Interface 14 Printrak Mug Shot System 15 16 The CLIENT shall: 17 18 a. Provide, on request, currently existing information, record layouts and documents necessary to 19 establish interfaces with all local and remote systems and facilities. 20 21 b. Provide and install all communications lines and equipment not provided by CONTRACTOR as 22 deliverables according to the contract documents. 23 24 c. Provide all required liaison support with the agencies and vendors required to support the 25 interfaces. 26 27 d. Ensure that the necessary technical support is made available for installation, testing and 28 demonstration of the interfaces. 29 Completion Criteria: 30 31 This task is considered complete when each interface is installed and unit tested. 32 33 Task 26: Final RMS12000 Equipment Installation 34 35 Objective: Install all remaining cables, modems, hubs, routers, printers, workstations and other 36 equipment required for production operation. 37 38 Task Description: 39 40 Prior to the final complete system integration test in the next task, all remaining computer, 41 communications and related components will be installed. The CLIENT will be responsible for the 42 installation of any equipment not provided by CONTRACTOR as a contract deliverable, with 43 CONTRACTOR working with the CLIENT's staff to connect and test the equipment and data 44 communications. 45 46 Responsibilities: 47 48 CONTRACTOR shall: 49 50 a. Provide and deliver all remaining equipment to be supplied by CONTRACTOR as part of the 51 project deliverables. 52 53 b. Install all remaining network, cabling and associated equipment for which CONTRACTOR is 54 responsible. 55 configuration, software loading and testing of all the 56 c. Assist the CLIENT's staff in the installation, 57 CLIENT -provided equipment. 58 Page 25 of 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 The CLIENT shall: a. Provide, configure and install all remaining equipment not provided by CONTRACTOR as a deliverable in the contract. b. Complete any required console and related modifications. C. Provide and install all network cables not provided by CONTRACTOR and verify both network and PC operation. d. Perform any site modifications to allow successful equipment installation e. Provide and install all necessary UPS equipment not provided by CONTRACTOR. f. Install and verify the operation of all the CLIENT -installed workstation system software. g. Approve for payment any remaining invoices for equipment provided as part of this task. Completion Criteria: This task is complete when all equipment required for production operation has been installed and tested. 23 Task 27. RMS12000 Technical/User Training and Documentation 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 Objective: Conduct RMS/2000 technical and user training. Task Description: A full scale training program will be developed and scheduled exclusively for the CLIENT and then conducted to thoroughly train the CLIENT's Training personnel on the use of the systems and the CLIENT's Technical personnel on the operation and support of the installed systems. A set of user and technical documents will be provided for all installed systems. Please note that certain training classes listed within this section may take place prior to the general training task or in conjunction with the installation and integration of specific subsystems (e.g., mobile computing systems, reporting systems). Responsibilities: CONTRACTOR shall: a. Provide RMS/2000 training for a designated set of the CLIENT's Technical and Training staff members for all CONTRACTOR software installed and on a mutually agreed to schedule. Training will be provided on all standard shifts, not to exceed eight hours per 24-hour period. Provide one (1) complete set of printed training materials, including lesson plans for the courses in the form of reproducible black & white masters and machine readable format, based upon CONTRACTOR'S documentation standard at the time of delivery. Provide one (1) complete set of technical and user manuals for all CONTRACTOR systems installed in the form of reproducible black & white masters and machine-readable, based upon CONTRACTOR'S documentation standard at the time of delivery. d. Allow the CLIENT to video tape any training class for the purpose of presentation to future CLIENT training classes. e. The number and duration of training classes to be provided are as follows. The entries in the Page 26 of 30 1 following table only apply for those modules which are included as deliverables in this contract. Maximum Number of Number Duration Participants of Sessions Session General RMS/2000 Management Orientation 3 hours 16 1 Information Specialist 24 hours 10 1 System Administrator 24 hours 10 1 Basic System O eration 8 hours 10 1 Maximum q. Number of Number Session Duration Participants of Sessions Police RMS/2000 System Set Up 24 hours 10 1 AI ha/[ncident/Location 24 hours 10 1 Prop ert/Evidence Management 4 hours 10 1 General inquiries 2 hours 10 1 Special Flags 2 hours 10 1 Arrest & Booking 2 hours 10 1 Warrant System 4 hours 10 1 Investi ative Case Management 4 hours 10 1 Calls for Service 2 hours 10 1 ARS/MDS 40 hours 10 1 Crime Analysis 32 hours 10 1 2 The CLIENT shall: 3 a. 4 5 b. 6 7 8 C. 9 10 11 d. 12 13 14 e. 15 Designate and assign personnel to receive training in groups not to exceed the class size listed in the table above. Provide suitable classroom facilities with computer workstation equipment for each staff member participating in the training session. Provide sufficient copies of the documentation supplied by CONTRACTOR to support all students in the training classes. Ensure that appropriate CLIENT Training personnel are available to actively participate in the scheduled training programs. Provide complete and ongoing training for all remaining CLIENT personnel on a schedule that allows system cutover and production operation on the schedule as documented in the Project Page 27 of 30 I Plan. 2 f. Provide any desired video taping equipment and services for the purpose of taping training 3 classes for the purpose of future training of CLIENT's staff. 4 5 Completion Criteria: 6 7 This task is considered complete when the scheduled technical and user training on each installed 8 system is completed. 9 Task28: RMS12000 Operational Certification and System Cutover 10 11 Objective: Certify RMS/2000 and cutover production status. 12 13 Task Description: 14 15 Once functional testing is complete, CONTRACTOR will certify each system for operational status, 16 execute all applicable file conversion procedures and then assist the CLIENT in placing each system into 17 productive use. 18 19 Responsibilities: 20 21 CONTRACTOR shall: 22 23 a. Notify the CLIENT when each system is certified and ready for production operation. 24 25 b. Accept the complete set of data files to be converted, and execute the conversion programs. 26 27 c. Notify the CLIENT of any problems associated with the data conversion, with a plan for 28 correction, whether due to problems with the CONTRACTOR's conversion process or with the 29 CLIENT -provided data. 30 31 a. Assist the CLIENT's staff in placing each system into a production status, either on -site or via 32 remote support. 33 34 d. Monitor the initial operation of RMS/2000, technically and functionally for up to five (5) calendar 35 days following initial cutover and answer any operational questions by the CLIENT. If specific 36 modules are delayed for cutover, CONTRACTOR will support these module on-line in the mode 37 of warranty support. 38 39 e. Assist the training staff in utilizing the system and the computer operations staff in supporting the 40 system. 41 42 The CLIENT shall: 43 a. Provide CONTRACTOR with the complete set of data files data to be converted, as applicable. Page 28 of 30 1 b. Correct this data as converted as applicable, and in a timely manner, f problems arise during this 2 final conversion process which result from errors, omissions or changes to the data provided by 3 the CLIENT. 4 5 C. Place the software into production and begin operational use in consultation with CONTRACTOR 6 and in accordance with the Project Schedule. 7 8 Completion Criteria: 9 10 This task is considered complete when each system is certified by CONTRACTOR to be ready for 11 productive use. The subsystems do not have to be placed into production operation for this task to be 12 complete. 13 Task 29: RMS12000 Final Certification 14 15 Objective: Certify completion of RMS/2000 system installation and final certification 16 17 Task Description: 18 19 Following the successful completion of all preceding tasks and the delivery of all required documentation, 20 the RMS/2000 system will be prepared for the System Acceptance Test as described in Section 26 of this 21 Agreement. 22 CONTRACTOR shall: 23 24 a. Certify to the CLIENT in writing that all products have been delivered and all requisite tests have 25 completed successfully. 26 27 b. Provide the CLIENT with all remaining documentation and associated information as listed as 28 project deliverables. 29 30 The CLIENT shall: 31 32 a. verify that all products have been delivered and all requisite tests have been successfully 33 completed. 34 35 b. Document any of CONTRACTOR's subsystem not placed into production or non -CONTRACTOR 36 system or interface not available according to the project schedule. 37 38 c. Upon completion of the System Acceptance Test as described in Section 26, approve payment or 39 payments associated with final system certification, including any held -back payment amounts. 40 41 Completion Criteria: 42 This task is considered complete when any outstanding RMS/2000 products and documentation has 43 been delivered to the CLIENT, the System Acceptance Test is completed and said systems are being 44 used in a live environment. 45 Task 30: post implementation Support 46 47 Objective: Provide warranty support following CAD/2000 and RMS/2000 final system certification. Page 29 of 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Task Description: During the Warranty period following the System Acceptance Test, CONTRACTOR warrants that each CONTRACTOR licensed system will operate in accordance with the baseline documentation. During this period all reproducible bugs and system errors will be corrected free -of -charge. Unless specifically identified within the contract, warranties on all equipment and non -CONTRACTOR software begins at the time of FINAL ACCEPTANCE. Responsibilities: CONTRACTOR shall: a. Provide warranty support according to the provisions of CONTRACTOR'S Warranty Program as attached to this agreement and incorporated by reference. b. Provide a minimum of 320 days manufacturer's on -site warranty service, beginning at the date of FINAL ACCEPTANCE. Critical CAD servers service is 7x24, RMS server and workstation service is next business day. C. Any hubs, routers, modems and other network equipment, supplied by CONTRACTOR, are warranted against defects, but must be returned by the CLIENT to the manufacturer for service, with ongoing operation supported through the use of spares, to be provided by the Client. The CLIENT shall: a. Assume responsibilities as defined in CONTRACTOR'S Warranty Program as attached to this agreement and incorporated by reference. b. Support CONTRACTOR in performing remote site hardware and software service tasks. Page 30 of 30 EXHIBIT B DETAILED PRICING Prices for services and products ,provided under this Agreement shall be as follows: 4 Description QtY Unit Price Offered Price APPLICATION SOFTWARE: Computer Aided Dispatch (CAD)/2000 Nucleus 1 $ 31,500.00 $ 1 ,500.00 16,000.00 RTM Mapping Server License 1 5 11,200.00 1,413.00 RTM Mapping Workstation Licenses lot 5,413.00 Specification, generation and tailoring lot 2,310.00 0.00 2,310.00 0.00 Installation, testing and certification "*Less 100% Discount for CAD/2000 Nucleus 31,2 - 31,200.00 - 31,2 ,000.00 CAD Dis atch/Calitakin Workstations 5 $2,800.00 14,000.00 1 Records Management System (RMS)/2000 Nucleus 1 $30,000.00 Included $30,000.00 Included Alpha System 1 1 Included Included Location System 1 Included Included Incident System 1 Included Included Property/Evidence 1 Included Included Special Flags 1 Included Included General Inquiries Additional Modules: Case Management 1 2,000.00 2,000.00 CFS/UH 1 3,000.00 3,000.00 Crime Analysis 1 3,500.00 3,500.00 NIBRS Crime Statistics 1 7,000.00 7,000.00 Personnel/Training 1 3,200.00 3,200.00 Traffic Management 1 1,700.00 1,700.00 UCR Crime Statistics 1 3,500.00 3,500.00 Warrant Tracking Specification, generation and tailoring 1 lot 2,500.00 17,990.00 2,500.00 17,990.00 Installation, testing and certification lot 23,745.00 - 56,400.00 23,745.00 - 56,400.00 "Less 100% Discount for RMS/2000 Nucleus 24 16,560.00 16,560.00 RMS Graphical Client Workstations 1 32,500.00 32,500.00 ARS/MAKO System 35 595.00 20,825.00 ARS/MAKO Laptop Licenses lot 16,035.00 16,035.00 Specification, generation and tailoring lot 28,398.00 28,398.00 Installation, testing and certification CARS Reporting System 1 13,122.00 13,122.00 GMS Server License & Associated Services 1 10,349.00 10,349.00 GMS Map & Third Party Software 1 2,245.00 2,245.00 Reformatting Subsystem 1 9,574.00 9,574.00 Third -party Software 11 29,389.00 Included 29,389.00 Included Oracle User Licenses Microsoft Access Licenses (ARS) 35 Included Included 5 User License for Crystal Reports 1 Included Included Included Included RTM Display Software 5 lot Included Included Microfocus Runtime License 1 Included Included CARS Oracle Software (5 user license) 1 Included Included CARS Visual Basic Software Subtotal $ 273,372.00 $ 300,955.00 Page 1 of 5 EXHIBIT B DETAILED PRICING (Continued) Description Qty Unit Price Offered Price SYSTEM HARDWARE Primary CAD Server 1 $ 42,124.00 $ 42,124.00 IBM RS/6000 43P Model 260 1 Included Included 1.44 MB 3.5-inch Diskette Drive 1 Included Included 32x Speed CD-ROM Drive 1 Included Included 9.1 GB 1" Ultra SCSI Enhanced Hard Disk Drive 2 Included Included 256 MB (2x128MB) SDRAM 2 Included Included 9.1 GB Differential Fast/Wide Disk Drive 4 Included Included 5765-C34 AIX Version 4 1 Included Included 5765-D28 HACMP 4.3 High Availability Subsystem 1 Included Included Backup CAD Server 1 $ 32,044.00 $ 32,044.00 IBM RS/6000 43P Model 260 1 Included Included 1.44 MB 3.5-inch Diskette Drive 1 Included Included 32x Speed CD-ROM Drive 1 Included Included 9.1 GB 1" Ultra SCSI Enhanced Hard Disk Drive 2 Included Included 256 MB (2x128MB) SDRAM 2 Included Included 5765-C34 AIX Version 4 1 Included Included 5765-D28 HACMP 4.3 High Availability Subsystem 1 Included Included RMS Server 1 $ 38,009.00 $ 38,009.00 IBM RS/6000 Model F-50 1 Included Included 1.44 MB 3.5-inch Diskette Drive 1 Included Included 32x Speed CD-ROM Drive 1 Included Included 4.5 GB Ultra SCSI Hot Swap Disk 1 Included Included Base 4.5 GB Ultra SCSI Disk Drive 1 Included Included 9.1 GB 1" Ultra SCSI Enhanced Hard Disk Drive 4 Included Included 256 MB (2x128MB) SDRAM 2 Included Included 5765-C34 AIX Version 4 1 Included Included Report Control Server (ARS) 1 $ 10,642.00 $ 10,642.00 400Mhz Pentium II 1 Included Included 256Mb RAM 1 Included Included 4x4.5Gb SCSI Hard Drives 1 Included Included RAID disk controller 1 Included Included 14/32X CD-ROM 1 Included Included WindowsNT Server 4.0 1 Included Included 19" Monitor 1 Included Included Page 2 of 5 EXHIBIT B DETAILED PRICING Continued Description Qty Unit Price Offered Price SYSTEM HARDWARE (continued) 1 $ 8,237.00 $ 8,237.00 CARS Server 1 Included Included 350Mhz Pentium II 1 Included Included 128Mb RAM 1 Included Included 3x4.5Gb SCSI Hard Drives 1 Included Included RAID disk controller 1 Included Included 14/32X CD-ROM 1 Included Included WindowsNT Server 4.0 1 Included Included 19" Monitor Software Distribution Server 1 $ 2,298.00 $2,298.00 350Mhz Pentium II 1 Included Included 64Mb RAM 1 Included Included 6.4Gb SCSI Hard Drives 1 1 Included Included Included Included 14/32X CD-ROM 1 Included Included WindowsNT Server 4.0 1 Included Included 15" Monitor CAD Workstations 5 $ 3,779.00 $ 18,895.00 350Mhz Pentium II 5 Included Included 64Mb RAM 5 Included Included 3x4.5Gb SCSI Hard Drives 5 Included Included Included Included RAID disk controller 5 5 Included Included 14/32X CD-ROM 5 Included Included WindowsNT 4.0 10 Included Included 19" Monitors GMS Server 1 $ 5,188.00 $ 5,188.00 Mapping Server 1 $33,557.00 $33,557.00 256 mb memory 1 1 Included Included Included Included 9 Gb internal disk 1 Included Included 1.44 diskette drive 4 Included Included 4x CD-ROM drive 2 Included Included Ethernet adapters (2) 1 Included Included 4/8Gb tape unit 1 Included Included Console HACMP V4.2.2 software lot Included Included Smart -UPS 1400KVA 1 Included Included IBM AIX V4.3 System Software lot Included Included C Compiler 1 Included Included AIX Version 4 1 Included Included Network and Support Equipment 2 $ 12,223.00 $ 12,223.00 12ppm HP Laser Printers 1 Included Included Netclock/2 time source 1 Included Included Bisynch Interface Server 1 Included Included Fast Ethernet Hub Hardware Subtotal t7176,304.00 $ 203,217.00 Page 3 of 5 EXHIBIT B DETAILED PRICING (Continued) Description Qty Unit Price Offered Price INTERFACES E-911 1 $ 9,346.00 $ 9,346.00 Master Time (WWVB) 1 4,527.00 4,527.00 MDC/MDT CAD functionality 1 10,703.00 10,703.00 TDD/TTY 1 9,646.00 9,646.00 TDD/TTY Workstation interfaces 5 4,009.00 4,009.00 Video mugshot system (TFP) 1 22,257.00 22,257.00 Firehouse 1 14,907.00 14,907.00 City LAN 1 4,289.000 4,289.00 CDPD 1 19,368.00 19,368.00 Bisynch interface to SLETS 1 13,193.00 13,193.00 3270 (LU2) interface to SLETS 1 23,416.00 23,416.00 Interfaces Subtotal: $ 135,661.00 $135,661.00 PROFESSIONAL SERVICES Project Management $ 124,078.00 $124,078.00 System Integration 58,377.00 58,377.00 Geofile conversion services (Tiburon) 5,245.00 5,245.00 Geofile conversion from GDT to TGF, GMS Loading, 30,500.00 30,500.00 Installation Data Conversion 19,545.00 19,545.00 Oracle setup and configuration services 3,898.00 3,898.00 Reformatted message customization services 7,342.00 7,342.00 Computer/network installation services 9,404.00 9,404.00 Workstation setup and configuration 5,703.00 5,703.00 Training 112,506.00 112,506.00 (CAD/R MS/ARS/MAKO/MSS/CARS/RTM/GMS) (to be delivered at Gilroy Police Department) Warranty Extension Costs (System warranty start after 28,325.00 28,325.00 Systems Acceptance) Professional Services Subtotal: $ 404,923.00 $ 404,923.00 Page 4 of 5 EXHIBIT B DETAILED PRICING Continued 4 These options are available for purchase by the CLIENT, at the costs listed above, 5 for a period of six (6) months after contract execution. After such period has terminated, new 6 quotes will be required. Description _Qt y Unit Price Offered Price OPTIONS AVAILABLE RMS Modules *: Bicycle Registration 1 1 $ 2,000.00 2,000.00 Crime Watch 1 3,100.00 Criminal Records 1 3,100.00 False Alarm System 1 4,000.00 Fleet Maintenance 1 2,100.00 Gang System 1 3,100.00 Inventory Juvenile Records 1 3,000.00 License and Permits 1 1 2,100.00 2,000.00 Officer Activity 1 2,200.00 Special Intelligence Various Interfaces: Bar Code Interface (excluding hardware) 1 $ 18,331.00 Document Imaging 1 1 55,098.00 18,473.00 Alphanumeric Paging 1 29,037.00 Fire Alerting (Zetron 25) Rip & Run Fire Station Printouts (excluding hardware) 1 7,546.00 Push To Talk (SIMS II) 1 21,164.00 9,588.00 PRO QA (5 workstations) 1 Training `* 10 Additional days of training 11,930.00 * Training cost and time dependent upon the number of modules purchased and trained at one time. Most modules will require between one half day and a full day of training. Training costs will be quoted upon request. ** These additional ten (10) days can be applied for training in any application proposed by Tiburon. The price for these additional days will only be charged if the days are used. The price is valid only for the term of the contract. Page 5 of 5 EXHIBIT C PRICING SUMMARIES SYSTEM PRICING SUMMARY Description Offered Price Application Software Programs Subtotal $ 150,610.00 Hardware / Third Party Subtotal 234,851.00 Interfaces Subtotal (Software) 53,000 Interfaces Subtotal (Services) 82,661.00 Professional Services Subtotal 523,634.00 $ 1,044,756 TOTAL Sales Tax $ 36,173.00 GRAND TOTAL $ 1,080,929.00 (Does not include maintenance — see below) MAINTENANCE PRICING SUMMARY Description Qty Unit Price Offered Price Tiburon Supplied Maintenance $ 63,100.00 $63,100.00 Maintenance 24X7 Included Included Computer Aided Dispatch Included Included Message Switch Maintenance 5X10 Records Management 8.25% Software Maintenance Tax 5,205.00 5,205.00 Non -Tiburon Maintenance $15,408.00 $15,408.00 Third Party Software Hardware Tax ***5 year Tiburon Maintenance must be prepaid in order to secure current pricing over the 5 year term*** Maintenance 5 Year Plan $341,525 loft EXHIBIT D INITIAL PROJECT SCHEDULE 1 Milestone/Task Completion* 2 *Assuming Project Start Date of: August 1999 3 Task 1 Project Initiation Session October 1999 4 Task 2 Finalize CAD/2000 Hardware Requirements November 1999 5 Task 3 Develop CAD/2000 Project Plan December 1999 6 Task 4 CAD/2000 Hardware Off -Site Installation February 2000 7 Task 5 CAD/2000 Software Installation March 2000 8 Task 6 CAD Equipment On -site Installation April 2000 9 Task 7 CAD/2000 Message Switch Interfaces June 2000 10 Task 8 CAD/2000 System Interfaces July 2000 11 Task 9: Mobile Data Computer Equipment and CAD/2000 Interface July 2000 12 Task 10: Geographic File Loading June 2000 13 Task 11: General File Building July 2000 14 Task 12: CAD/2000 Ancillary System Installation July 2000 15 Task 13: CAD/2000 Functional Testing August 2000 16 Task 14: Final CAD/2000 Equipment Installation August 2000 17 Task 15: CAD/2000 System Integration Testing September 2000 18 Task 16: CAD/2000 Technical/User Training and Documentation September 2000 19 Task 17: CAD/2000 Final Certification October 2000 20 Task 18: Finalize RMS/2000 Hardware Requirements November 1999 21 Task 19: Develop RMS/2000 Project Plan December 1999 22 Task 20: RMS/2000 Hardware Off -Site Installation February 2000 23 Task 21: RMS/2000 Software Installation March 2000 24 Task 22: RMS/2000 Data File Conversion April 2000 25 Task 23: RMS/2000 Equipment On -Site Installation April 2000 26 Task 24 Field Activity Reporting System Equipment and Interface July 2000 27 Task 25 RMS/2000 System Interfaces July 2000 28 Task 26 Final RMS/2000 Equipment Installation August 2000 29 Task 27 RMS/2000 Technical/User Training and Documentation September 2000 30 Task 28 RMS/2000 Operational Certification and System Cutover September 2000 31 Task 29 RMS/2000 Final Certification October 2000 32 Task 30 Post Implementation Support 33 *Dates displayed above are to be used as estimated dates of task completion. The final implementation 34 plan, developed as a part of Task 3 and 19, will supersede this schedule. 35 Page 1 of 1 EXHIBIT E MILESTONE DELIVERY AND PAYMENT SCHEDULE Sow Task Event Basis of Payment Amount Contract Execution % Services $212,203.00 Task 3 Develop CAD/2000 Project Plan % Services $33,683.00 Task 6: CAD Equipment On -Site Installation % Services $33,683.00 Task 10: Geographic File Loading % Services $33,683.00 Task 16: CAD/2000 Technical/User Training & % Services $33,683.00 Documentation Task 19: Develop RMS/2000 Project Plan % Services $33,683.00 Task 22: RMS/2000 Data File Conversion % Services $33,683.00 Task 23: RMS/2000 Equipment On -Site Installation % Services $33,683.00 Task 25: RMS/2000 System Interfaces % Services $33,683.00 Task 27: RMS/2000 Technical/User Training & % Services $33,683.00 Documentation Task 17 & CAD/2000 & RMS/2000 upon Final System 100% License Fees $311,353 Task 29 Acceptance Balance of Services Subtotal $826,703.00 Hardware and third -party software (including tax) $254,226.00 Total Contract Price: $1,080,929.00 Estimated Tax (8.25%) Included in above payment schedule $36. 173.00 Page 1 of 2 EXHIBIT E MILESTONE DELIVERY AND PAYMENT SCHEDULE — Continued Payment for all equipment and third -party software provided by CONTRACTOR is due upon delivery at the Tiburon Development Center or at the City of Gilroy site, whichever occurs first. In the case of phased or staggered equipment delivery or installation, partial payments shall be made upon receipt of invoice from Tiburon. Equipment and third -party software is provided with the manufacturer's standard warranty period and terms, in all cases being a minimum of one year from date of delivery to the Tiburon Development Center or to the City of Gilroy location, whichever occurs first. Page 2 of 2 I EXHIBIT F 2 PROPOSAL ASSUMPTIONS/RESPONSIBILITIES 3 CLIENT's Responsibilities 4 The completion of the tasks defined in the Statement of Work are dependent upon the following 5 assumptions and the CLIENT's responsibilities: 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 • The CLIENT will provide a Project Manager designated by the CLIENT who will be the primary representative and contact with CONTRACTOR. • The CLIENT will assign one or more training officers, designated at project initiation, who will work with our staff as needed for the duration of the project. • The CLIENT shall respond within ten (10) business days of submission to all documents, unless explicitly addressed in the Contract or Statement of Work. • Facilities will be made available for the installation of the central computer servers, communication lines and modems, terminals, workstations, personal computers and printers plus any related peripheral components at all sites where equipment is to be installed. These facilities will be made available at least two (2) weeks prior to the scheduled installation dates to allow for timely installation and adequate testing prior to acceptance. • Electrical power, all receptacles and adequate air conditioning will be provided by the CLIENT for the operation of the computer equipment and all peripheral components. Outlets will be within 6' of equipment mounting locations. • The CLIENT is providing the E-911 equipment, Zetron 3030 equipment, Remote mobile Hardware, RMS Workstations and any other Gilroy -provided computer interface connection points associated with those interfaces, within the scope of this project, at a location convenient to the server equipment. • The E-911 equipment provided by the CLIENT is assumed to support a digital CAD interface. • The CLIENT is responsible for any equipment, software or modifications to E-911 and logging recorders to accept synchronized time input data. • The CLIENT will be responsible for any outside mounting of antenna for time synchronization equipment provided by CONTRACTOR. • The CLIENT is responsible for providing all modems, DSU/CSUs, network equipment, communication lines and all other equipment not explicitly listed as a CONTRACTOR deliverable which is necessary for complete system operation. • At least five (5) dial -up telephone lines will be available with modular connections convenient to the server equipment for the purpose of remote hardware and software support. These must be circuits capable of supporting V.32 BIS connections and may not connect through a PBX or other premise telephone system. • The CLIENT will allow remote CONTRACTOR access for dial -in access to all development and system "root" accounts on all servers running CONTRACTOR licensed software. • The CLIENT will provide and install any required racks, modems, lines and other equipment not explicitly included as deliverables in the contract agreement. Page 1 2 The CLIENT is responsible for any console modifications required to allow mounting or placement 3 of display terminals and time displays, All workstations are proposed to be free-standing; any 4 built-in configuration is the responsibility of the CLIENT. 5 6 The CLIENT will provide all data pathways, including any necessary site modifications, coring, 7 floor cutting and related work necessary for network and workstation installation. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 • The CLIENT will install all remote terminals, workstations, printers and modems. • Coordination with other Gilroy agencies, other governmental agencies and the CLIENT's vendors (i.e. Printrak) and common carriers. will be the responsibility of the CLIENT. • All necessary certifications, approvals and other related issues will be completed by the CLIENT at least thirty (30) calendar days prior to the scheduled interface development tasks to allow sufficient time for CONTRACTOR's staff to install and test all required interfaces to external networks and systems. The CLIENT will provide sufficient personnel both to enter data and to ensure data entered is acceptable per system required standards. • Any applicable data file conversion will apply to files provided by the CLIENT, with no additional data correction, normalization or verification, and all files for conversion will be provided at least 60 calendar days prior to the scheduled tasks to allow adequate time for conversion and testing. • For any proposed equipment purchased directly by the CLIENT, the CLIENT will assume all responsibility and costs for acquisition, shipping, installation, hardware and software configuration, configuration changes and additions as required during the project, equipment sizing and performance, system software installation and setup, and compatibility with proposed application software. • Any changes to the scope of the project or equipment to be delivered will be managed through a standardized project procedure. The CLIENT is responsible for making necessary data -base backups on a scheduled basis based upon CONTRACTOR'S recommendations, and for storing these backups in a secure location. • The CLIENT will provide the necessary classrooms, facilities, materials, copies of documentation, networks and lines to data terminals, personal computers and PC operating system software, and related equipment to support training classes. • Travel and per diem expenses for CLIENT's staff for any off -site training classes selected by the CLIENT will be the responsibility of the CLIENT. • The CLIENT will provide work space for at least two (2) of CONTRACTOR's staff members, plus 24-hour/7-day access to the workplace, central processor and related systems, plus standard office facilities. A telephone will be made available adjacent to the central processor for the duration of the project. CONTRACTOR will be responsible for all long-distance charges while on -site. • Reasonable clerical, reproduction and facsimile services will be made available to the CONTRACTOR's project team. Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36. 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 EXHIBIT G SOFTWARE LICENSE AGREEMENT FOR THE 2000 PRODUCTS Name and Address of CLIENT: Gilroy Police Department 7370 Rosanna Street Gilroy, CA 95020 Identification of Program(s): - Computer Aided Dispatch (CAD) Client & Server - Law Records Management System (RMS) Client & Server - CAD Activity Reporting System (CARS) - E9-1-1 Interface - CDPD Interface - TDD/TTY Interface - Bisync Interface to SLETS - 3270 Interface to SLETS - Reformatter - Automated Reporting System (ARS) - Mobile Data System (MAKO) - Printrak Video Mug Shot Interface TIBURON, Inc., a Virginia corporation having its office at 39350 Civic Center Drive, Suite 280, Fremont, California, doing business as and hereinafter called "CONTRACTOR", and the client whose name and address are written above ("CLIENT"), agree that the following terms and conditions will apply to the software programs identified above (Program), including source and machine-readable code and all program documentation. . 1. LICENSE. CONTRACTOR agrees to grant CLIENT a non-exclusive license to use the Program subject to the terms and conditions of this license agreement. The license granted hereunder shall also be perpetual and irrevocable unless terminated in accordance with the provisions set forth at Section 8 hereof. 2. BACK-UP POLICY. CLIENT may make two (2) back-up copies of the Programs for CLIENT's own use and security. No additional back-up copies are authorized except to prevent or remedy media failure. In no event may copies be transferred to a third party. RESTRICTIONS ON USE AND TRANSFER. The original and backup copies of the Program are to be used on one (1) computer only at any one time. CLIENT may not distribute the Program or any part of the materials relating thereto to a third party. CLIENT may not distribute the Program over a network. CLIENT may not transfer this license. These restrictions apply to all derivative products of the Program, regardless of whether modifications were made by CONTRACTOR, CLIENT, or a third party. 4. NO EXPRESS OR IMPLIED WARRANTIES FOR THE PROGRAM, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE CREATED BY THIS SOFTWARE LICENSE AGREEMENT. ANY SUCH WARRANTIES ARE LIMITED TO THOSE WHICH MAY BE EXPRESSLY STATED IN SEPARATE AGREEMENTS BETWEEN CLIENT AND CONTRACTOR. Page 1 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 5. LIMITATION OF LIABILITY. NEITHER CONTRACTOR NOR ANY PERSON CONNECTED WITH CONTRACTOR SHALL BE LIABLE FOR ANY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED BENEFITS OR PROFITS, RESULTING FROM THE OPERATION OR FAILURE TO OPERATE OF THE PROGRAM. 6. TERM. This Software License Agreement shall become effective on the later date that appears at the signature section below and shall remain in effect until terminated pursuant to Section 8 below. 7. MAINTENANCES UP PORT. CONTRACTOR will provide Maintenance Support to the software licensed for a period of 10.5 months after FINAL ACCEPTANCE as described in the "Agreement for Professional and Technical Services between Tiburon, Inc. and the City of Gilroy' date&j ,1b 1'(") 1999, or for such further period as may be specified in a written agreement between CONTRACTOR and CLIENT at no charge to CLIENT. At the conclusion of that period, CONTRACTOR is willing to provide continuing services for an additional charge. "Maintenance Modifications shall mean modifications or revisions which correct errors in the licensed software and documentation, support new releases of Operating Software and other updates which are not Enhancements. "Enhancements" shall mean changes or additions (other than Maintenance Modifications) made by CONTRACTOR to the licensed program which add significant new functions or substantially improve performance of the licensed software by changes in system design and/or coding, and related documentation. 8. TERMINATION. 8.1 CLIENT may terminate this Software License Agreement by giving CONTRACTOR at least sixty (60) days written notice. 8.2 In the event any provisions of this Agreement are violated by either party, the violating parry shall receive written notice identifying the violation. Upon receipt of notice, the violating party shall have a period not to exceed thirty (30) calendar days to cure the violation. In the event the violating party has not remedied the violation at the end of the thirty (30) calendar day cure period, the other party may either 1) request a written plan from the violating party which defines a specific course of action for correction of the violation, or 2) serve written notice upon the violating party of intent to terminate pursuant to the terms of this Agreement, and seek legal remedies for breach of Agreement as allowed hereunder. CONTRACTOR's Software License Agreement shall not be revoked unless and until this Agreement has been terminated either at the request of CLIENT or as a result of legal action under which CLIENT has been found responsible for a material breach of this Agreement. 8.3 Upon and after any termination of this license agreement: (A) CLIENT, its receivers, trustees, assignees, or other representatives shall immediately surrender all rights, licenses, and privileges granted under this license agreement. (B) CLIENT, its receivers, trustees, assignees, or other representatives shall immediately cease using and return without delay all property belonging to CONTRACTOR, including, without limitation, all manuals and informational materials furnished by CONTRACTOR to CLIENT. Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 1A 26 27 28 29 30 31 32 33 34 (C) Neither CLIENT not its receivers, trustees, assigns, or other representatives shall, in advertising or otherwise, use or display any of CONTRACTOR's trademarks or any name, mark, or logo that is the same as or similar to CONTRACTOR's trademarks, represent itself to be a CONTRACTOR licensee, or in any way identify itself with CONTRACTOR. 8.4 All communications relating to the termination of this license agreement shall be directed to CONTRACTOR at the address indicated on the first page of this license agreement. No sales person or field representative or CONTRACTOR shall be authorized to act or make any commitment for CONTRACTOR except pursuant to written instructions made and signed by a duly appointed officer of CONTRACTOR. IN WITNESS WHEREOF, the parties have hereunto set their hands on the dates set forth below. Name Title Date CONTRACTOR: Signature of Authorized R® resentative Name Title � c2 Date Page 3 1 2 EXHIBIT H 3 4 TIBURON, INC. 5 5 INTERFACE CONTROL DOCUMENT lriterface Name E.91.1 Interface Summary Standard interface to existing ANI/ALI system. Tiburon System Interface ASCII interface software, tailored to meet local formats External System Interface Standard ALI CAD interface from telephone company, local to CAD server Protocols Asynchronous 9600 baud ASCII Tiburon Hardware Interface IBM serial adapter Tiburon Tasks Install software interface to CAD Gilroy Tasks Provide ALI controller interface and cabling to CAD server as DCE connection. Comments Only ALI information is passed to CAD/2000. AN[ information (answer time, number of rings, etc.) is typically not available to the CAD interface and are not stored by CAD/2000. Interface Name Synchronized Tlm6l Source Interface Summary Standard interface to Spectracom Netclock/2 time source Tiburon System Time synchronization interface software Interface External System Standard external Netclock/2 time sync port Interface Protocols Asynchronous 9600 baud ASCII Tiburon Hardware IBM serial adapter Interface Tiburon Tasks Install software interface to CAD Gilroy Tasks Install Master Clock antenna and provide wiring to Netclock control box. Provide cabling to CAD server as DCE connection up to 9600 baud. Comments Time synchronization will be used by CAD server and message switch, which is then used to synchronize CAD/2000 dispatch workstations. Tiburon will only provide connections to Tiburon Unix servers. Any other equipment to be connected to the master time source will be the CLIENT's responsibility. Page 1 Intertade Name SLETS/CLETS interface- , . Interface Summary Tiburon message switch interface to CLETS via the Santa Clara Law Enforcement Telecommunications System located at the County of Santa Clara Tiburon System Standard MSS support — located on CAD IBM Interface External System Asynch/Bisynch Converter Box Interface Protocols Bisynch Tiburon Hardware Asynch Port Connection Interface Tiburon Tasks Install and integrate MSS software on CAD server, connect to Local Hub Gilroy Tasks Provide hub, communications to the SLETS system, routers, and associated equipment beyond hub. Comments Tiburon is providing the software to support the definition of screen formats and the reformatting of these into the formats required by SLETS/CLETS. Tiburon will provide a fixed number of formatted transactions, as defined in the Statement of Work, as well as training for Gilroy staff that will then be responsible for any additional transactions and forms through the use of the Reformatter application. Interface Name Printrak Video Mud Shot lntertace Interface Summary Access a mug shot, from the Printrak imaging server, during defined RMS inquiry processes. Tiburon System Network Interface Protocols TCP/IP Tiburon Hardware 10-baseT Ethernet adapter on RMS server Interface Tiburon Tasks Provide programming requirements to access Printrak database. Gilroy Tasks Provide access to Printrak system and communicate any requirements required from Printrak for interface completion Comments Certain services may be required of Printrak for interface completion. Page 2 Interface Nama TDDMY Interfaces � �� � �����'��WORM. Interface Summary Standard interface to Zetron model 3030 decoder units Tiburon System TDD interface software in call taker / Dispatcher workstations Interface External System CAD interface from Zetron 3030 decoder Interface Protocols Asynchronous 4800 baud ASCII Tiburon Hardware PC workstation serial adapter Interface Tiburon Tasks Install and verify interface from host to CAD workstations Gilroy Tasks Provide cabinetry and cabling paths to allow modem installation. Install Zetron 3030 units at each phone position, plus cabling to PC serial adapter. Comments All hardware procurement, installation and integration into the telephone systems, related to TDD implementation tasks, will be the responsibility of Gilroy. Interface Name SLETS 3270 Interface��- Interface Summary Provide CJIC access, via 3270 emulation for locally connected CAD/RMS terminals (up to 30 concurrent users). External System County IBM Mainframe Interface Protocols SNA LU 6.2 Tiburon Hardware SDLC Interface Tiburon Tasks Provide required software and hardware to allow CJIC terminal emulation to locally connected Gilroy PD workstations Gilroy Tasks Provide communications line to County CJIC system. Provide County - provided system definitions for CJIC access Comments This interface will provided terminal emulation to the County's CJIC system only. Message interfacing or command line processing is not included as part of this interface. Page 3 Interface Name,':, ASCII File ofi CAD Closed=lnciderit Information`to Firehouse RMS Interface Summary Provide an ASCII formatted file containing closed CAD incident information, to be defined and mutually agreed to between both parties. Tiburon System Standard FTP support Interface External System Network connection Interface Protocols TCP/IP Tiburon Hardware 10-baseT Ethernet adapter on CAD server Interface Tiburon Tasks Provide ASCII file with agreed upon CAD incident data and make available on the CAD server. Gilroy Tasks Provide software and systems to accept ASCII data via FTP transfer in the Tiburon -provided format, plus any software modifications on the destination systems. Provide network access to Firehouse server. Comments Tiburon will transfer closed CAD incidents to the Gilroy -designated destination in a standardized format to be finalized during the project. It is the responsibility of Gilroy to provide all software and services to allow this information to be successfully used by the Firehouses stem. Interface: Name, ;,Tiburon Dial-ln Support Interface Summary Standard Tiburon dial -in access Tiburon System Standard IBM-AIX Interface External System PPP via modem access Interface Protocols PPP Tiburon Hardware Five (5) dial -in ports, IBM serial adapter, Tiburon is providing local modems Interface Tiburon Tasks Provide and install modems and required server software Gilroy Tasks Provide five (5) dedicated telephone lines within 20' of CAD server. Comments Used for Tiburon remote software support and maintenance. Following system certification, the number of lines may be reduced Page 4 1 2 3 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 EXHIBIT I AGREEMENT FOR EXTENDED SERVICE SERIES 2000 PRODUCTS This Agreement entered into this -A'7 4 day of LQ vb-e v'_ 1999 by and between The City of Gilroy hereinafter called "CLIENT" and Tiburon, Inc., having its office at 39350 Civic Center Drive, Suite 280, Fremont, CA 94538, hereinafter called "CONTRACTOR." W itnesseth WHEREAS, CLIENT has determined that it requires the categories of application software maintenance on the software systems which have been provided to CLIENT by CONTRACTOR pursuant to the Agreement for Professional and Technical Services between Tiburon, Inc. and the City of Gilroy (the "Agreement"), effective the, + day of 00-1 LIP-C 1999, and which are identified in Attachment A attached hereto and which are referred to hereinafter collectively as the "Program," and WHEREAS, CLIENT therefore requires the provision of professional and technical services and materials as specified in this Agreement, and WHEREAS, CONTRACTOR is qualified to provide the services and materials required by CLIENT as specified in this Agreement. NOW THEREFORE, in consideration of the mutual covenants contained herein, CLIENT and CONTRACTOR agree as follows: 28 1. Maintenance Period of Performance 29 30 The term of this Agreement shall begin on the first calendar day following completion of the 320 day 31 warranty period as described in Section 30 of the Agreement. The term under which CONTRACTOR 32 shall be obligated to perform under this Agreement for Extended Service (the "ESA") shall be for the 33 time period specified in Attachment A and shall continue for this time period or until this ESA has 34 otherwise been terminated as provided for herein. 35 36 2. Statement of Work 37 38 With respect to the Program, CONTRACTOR shall perform the following maintenance services: 39 40 a) CONTRACTOR shall retain a copy of the Program source code. 41 42 b) If during the term of this Agreement, (1) CLIENT discovers defects in the Program such that the 43 Program will not perform in accordance with the specifications as previously accepted by 44 CLIENT; (2) CLIENT notifies CONTRACTOR of such defects in writing; and (3) such defects are 45 reproducible, then CONTRACTOR shall provide timely corrections of such defects. 46 47 c) If problems arise concerning the Program, CONTRACTOR shall provide telephone assistance 48 and support via remote dial -in. If remote support is available, but an on -site visit is required to 49 correct the defect, CONTRACTOR will travel to the site at no additional charge if the problem lies 50 with CONTRACTOR's application software. If CLIENT is unable to provide remote dial -in and an 51 on -site visit is necessary to correct the problem, CONTRACTOR will bill for travel and per diem Page 1 of 7 I costs. If the problem is CLIENT generated, CLIENT is responsible for all fees and expenses 2 and will be billed at the technical service rate in addition to all reasonable travel costs. 3 4 d) CONTRACTOR shall provide CLIENT with a minimum of quarterly status reports to include 5 a summary of site activity and CLIENT requests. 6 7 e) CONTRACTOR shall provide a toll -free telephone service for routine operational and technical 8 assistance. 9 10 f) Technical and operational service shall be available during CONTRACTOR'S normal support 11 hours of 6:00 a.m. to 5:30 p.m. Pacific Time (excluding weekends and Tiburon holidays, per 12 Attachment C 'Tiburon Holidays") and at times outside the normal service window according to 13 the terms defined in the Schedule of Services and Charges which is attached as Attachment B 14 and incorporated herein by reference. 15 16 g) CONTRACTOR shall provide additional services as follows: 17 1) Provide training, limited enhancements, and install software upgrades including special 18 tailoring if required, shall be charged at the Technical Service Rate. 19 2) Provide enhancements on a fixed price basis by amending this Agreement. 20 3) Provide subsystems and/or interface(s) to the existing CLIENT system by amending this 21 Agreement. 22 23 All such software provided by CONTRACTOR shall be covered by the terms of this Agreement 24 3. CLIENT Responsibilities 25 26 CLIENT agrees to provide those services and facilities defined below which are necessary for the 27 provision of services by CONTRACTOR under this Agreement. CLIENT and CONTRACTOR agree 28 that the scope and schedule of services to be provided by CONTRACTOR under this Agreement 29 depend upon the timely fulfillment of CLIENT responsibilities. 30 a) CLIENT shall assign a coordinator to ensure that CLIENT's duties set forth in this Agreement are 31 met, to coordinate appropriate schedules in connection with CONTRACTOR'S services 32 hereunder, and to provide other coordination activities which are necessary for CONTRACTOR to 33 perform its services hereunder. CLIENT shall maintain performance logs documenting trouble .34 calls and availability of on-line systems according to procedures provided by CONTRACTOR. 35 36 b) CLIENT shall assign individuals who are familiar with the Program and able to provide on -site 37 technical assistance as required by CONTRACTOR to assist CONTRACTOR in performing its 38 services hereunder. CLIENT personnel will screen operational assistance calls and handle 39 operational problems where appropriate. 40 41 c) If CLIENT has source code on site, and corrections for reported problems or defects are due 42 substantially to CLIENT's errors or CLIENT's changes to the system environment, or relate to 43 CLIENT -modified portions of the Program or to portions of the Program affected by CLIENT- 44 provided software, or if diagnosis of problems reported erroneously shall be performed by 45 CONTRACTOR, CLIENT will be charged at the Technical Service Rate, plus applicable travel 46 and per diem expenses. 47 48 d) If CLIENT has source code on site, any changes or modifications to CONTRACTOR's application 49 software or to the application software operating environment by CLIENT without 50 CONTRACTOR's written authorization is an unauthorized change and is in violation of the 51 Software License Agreement. In the event CLIENT is deemed to be in violation of the terms and 52 conditions of this Agreement, CONTRACTOR reserves the right to terminate this Agreement and Page 2 of 7 I pursue any and all legal remedies. CLIENT may be subject to penalties, fines and associated 2 legal fees if found to be in violation of the Software License Agreement. 3 e) CLIENT shall ensure that appropriate maintenance activities are carried out on a regularly 4 scheduled basis in accordance with site documentation. Detailed instructions will be provided in 5 the documentation and CLIENT's staff will be properly instructed. This includes but is not limited 6 to backing up the data base and journal logs, purging out of date records and running reports and 7 performing diagnostics as requested by CONTRACTOR. 8 9 f) CLIENT shall provide dial -in access to CLIENT's computer, making it accessible by 10 CONTRACTOR for remote service. CLIENT is responsible for the provision of all local equipment 11 (dial -up modems, telephone termination, communications port, etc.) required to support access 12 by CONTRACTOR. If CLIENT has source code on site, CLIENT shall also compile programs and 13 run appropriate tests following each remote access as requested by CONTRACTOR. In the event 14 that CLIENT does not comply with these provisions, Technical Service charges as specified in 15 Attachment B shall apply. 16 17 g) CLIENT shall meet with CONTRACTOR as may be reasonably required to discuss operational is issues and the status of the Program and provide timely responses to issues related to 19 maintenance and Program performance raised in writing by CONTRACTOR. 20 21 h) CLIENT shall update and maintain the input data as may be required for satisfactory Program 22 operation, and be responsible for the accuracy of CLIENT -provided data. 23 24 i) If the CLIENT has the source code, CLIENT shall provide CONTRACTOR with a complete copy 25 of the production source code in a format compatible with CONTRACTOR'S support environment 26 so that CONTRACTOR has ready access to the code for maintenance work. Complete 27 replacement copies shall be made available on a timely basis upon request by CONTRACTOR. 28 29 j) If the CLIENT has the source code, CLIENT shall be responsible for storing a complete copy of 30 the production source code off site as an emergency back up. 31 4. Maintenance Payment 32 33 Payments due under this ESA shall be made based on invoices submitted in advance on an annual 34 basis for Basic Services and Options or as incurred for miscellaneous expenses. 35 36 The amount of any tax, license, or permit fees, but not including taxes on income, that may be 37 imposed or levied upon this Agreement, the transaction, or the materials or services delivered hereto, 38 shall be added to each invoice and paid by CLIENT in addition to the amounts shown above. 39 40 CLIENT shall pay each invoice within thirty (30) days of receipt thereof. 41 5. Independent Contractor 42 43 Each party hereto, in performance of this Agreement, will be acting in its own capacity. The d to be the employees or agents of 44 employees or agents of one party shall not be deemed or construe 45 the other party for any purpose whatsoever. CONTRACTOR will be responsible for payment of 46 payroll taxes, unemployment insurance, and similar obligations with respect to its own employees, 47 and no deductions shall be made from payments due under this Agreement for that or any other 48 related reason. 49 6. License 50 51 With respect to each change, correction, or enhancement to Program furnished to CLIENT under this Page 3 of 7 1 Agreement, CONTRACTOR grants to CLIENT a perpetual, non-exclusive, non -transferable license to 2 use such change, correction, or enhancement solely as part of the Program. 3 4 7. CLIENT Modifications 5 6 If CLIENT has source code on site, CLIENT modifications are prohibited unless prior review and 7 approval by CONTRACTOR has been granted for the specific changes and the person or entity 8 making such changes. 9 10 At no additional cost to the CLIENT, CONTRACTOR shall provide updates to the CONTRACTOR's 11 External Interface Software and/or documentation, including all existing screen formats currently 12 supported by CONTRACTOR, for all legal requirements or modifications mandated by NCIC, or the 13 CLIENT's respective State, when such requirements or modifications require a programming/source 14 code change to the Licensed Software. Changes mandated or offered by CLIENT's respective City 15 and/or County are not covered. Changes to State and/or NCIC protocols are considered outside the 16 scope of this Agreement. 17 18 8. Third Party Software and Hardware Maintenance 19 20 Third party hardware and/or software maintenance will be provided at the cost stated in Attachment 21 A. Hardware will be maintained in accordance with the manufacturer's policies and practices. 22 Software will be maintained in accordance with the manufacturer's license agreement and only to the 23 extent necessary to remain compatible with the CONTRACTOR application software. 24 9. Confidential Information 25 26 CONTRACTOR shall regard all CLIENT files and data as CLIENT's confidential information. Unless 27 required by law, CONTRACTOR shall not release said data to outside parties without written consent 28 of CLIENT. To the extent allowed by law, CLIENT shall regard all software and documentation 29 provided by CONTRACTOR as confidential information. Unless required by law, CLIENT shall not 30 release or provide access to said software and documentation to outside parties without written 31 consent of CONTRACTOR. 32 10. Termination 33 34 Within thirty (30) days of termination of this Agreement'for Extended Service, CONTRACTOR will 35 refund, on a pro rata basis, the balance of Software Support and Maintenance Fees paid by CLIENT 36 in accordance with Attachment A to this Agreement. The pro rata refund amount will be calculated 37 from the Termination date to the end of, the effective period set forth in Attachment A. 38 39 Upon termination of this Agreement for any reason, the provisions relating to Confidential Information 40 and License shall survive. 41 11. Insurance 42 43 44 CONTRACTOR shall procure and maintain in effect during the term of this Agreement insurance 45 coverages (naming CLIENT, its officers and employees as additional insureds on the comprehensive 46 general liability and broad form comprehensive general liability insurance policies referred to in (b) 47 immediately below) with an insurance company or companies authorized to do business in the State of 48 California and approved by the CLIENT with a Best rating of no less than A:VII the following: 49 a. Workers' Compensation and Employers Liability insurance in accordance with the laws of the 50 State of California with liability limits of One Million Dollars ($1,000,000.00) per accident. Page 4 of 7 I b. Comprehensive General Liability and Broad Form Comprehensive General Liability or 2 Commercial General Liability including bodily injury, personal injury, and property damage in the 3 amount of a combined single limit of One Million Dollars ($1,000,000), each occurrence, and Two 4 Million Dollars ($2,000,000) in aggregate limit. 5 c. Comprehensive Auto Liability including bodily injury, personal injury and property damage in the 6 amount of a combined single limit of One Million Dollars ($1,000,000.00) each occurrence. 7 Coverage must include all automobiles utilized by CONTRACTOR performing the Work 8 hereunder. 9 d. The following statement shall appear in each certificate of insurance provided the CLIENT by 10 CONTRACTOR hereunder: "It is agreed that in the event of any material change in, lapse or 11 cancellation of this policy, thirty (30) calendar days prior written notice will be given to CLIENT." 12 e. CONTRACTOR shall give prompt written notice to the CLIENT of all known losses, damages, or 13 injuries to any person or to property of the CLIENT or third persons which may be in any way 14 related to the Project or for which a claim might be made against the CLIENT. CONTRACTOR 15 shall promptly report to the CLIENT all such claims which CONTRACTOR has noticed, whether 16 related to matters insured or uninsured. No settlement or payment for any claim for loss, injury or 17 damage or other matter as to which the CLIENT may be charged with an obligation to make any 18 payment or reimbursement shall be made by CONTRACTOR without the prior written approval of 19 the CLIENT. 20 12. Amendments 21 22 This Agreement may be amended upon mutual written agreement by CLIENT and CONTRACTOR to 23 include, but not be limited to, additional services and support and equipment and software 24 replacements and upgrades. Page 5 of 7 1 2 3 4 14. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 15. 23 24 25 26 27 28 29 30 31 13. Applicable Law This Agreement shall be construed in accordance with and governed by the laws of the County of Santa Clara and the state of California. Limitation of Liability and Remedies a) Limited Warranty WHILE THIS AGREEMENT FOR EXTENDED SERVICE IS IN EFFECT, CONTRACTOR WARRANTS THAT ALL COMPUTER PROGRAMS DEVELOPED OR PROVIDED UNDER THIS AGREEMENT WILL CONFORM TO CONTRACTOR'S BASELINE DOCUMENTATION OR OTHER SPECIFICATIONS DEVELOPED PURSUANT TO THIS AGREEMENT FOR THE VERSION OF SOFTWARE INSTALLED UNDER THIS AGREEMENT. . THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. b) Limitation of Damages and Remedy CONTRACTOR'S liability hereunder for damages shall not exceed the annual maintenance charge paid to CONTRACTOR for the period in which the cause of action occurred. In no event shall CONTRACTOR be responsible for any indirect, consequential, incidental, or tort damages. Entire Agreement This Maintenance Agreement sets forth the entire understanding between the parties as to the subject matter hereof and merges all prior discussions between them, and neither party shall be bound by any prior representations, conditions, understandings, or warranties except for original system warranties or those expressly provided herein, or in any surviving terms of prior written agreements between the parties hereto, or in any written agreements signed by representatives of the parties on or subsequent to the date of this Agreement. No provision appearing on any form originated by CLIENT shall have any force or effect unless such provision is expressly accepted in writing and signed by a representative of CONTRACTOR. Page 6 of 7 IN WITNESS WHEREOF, the parties have hereunto set their hands on the dates set forth below. Title —7 � `u-y (-)cr- 3 1 I �i �� Date TIBURON: 'l Signature of Authorized presentative ZA Name (type or print) Title Date Page 7 of 7 I ATTACHMENT A 2 SOFTWARE SUPPORT AND MAINTENANCE FEE CLIENT NAME: Gilroy Police Department CONTACT: Kim Jenkins 3 Support and Maintenance provided to the CLIENT listed above shall be pursuant to the terms 4 and conditions of the TIBURON Agreement for Extended Service (ESA) dated 6 7 This Attachment A shall become part of said (ESA) upon signature and shall be effective for a 8 period of five (5) years from its date of execution as defined in Section 1 of the ESA and applies 9 only to the application software and software modules listed below and will be billed in advance 10 unless otherwise set forth in Attachment B. The fees listed below are the annual fees to be paid 11 for services provided under the ESA. 12 Software Model Months . CPU Make Model Serial 4 User License Total Fees 12 RS/6000 $20,600 12 R S/6000 12 Automated 12 Reporting/Mobile Data Additional items from Attachment B (Optional, to be filled in by CLIENT) Software Model Months CPU Make Model Serial # 8.25% Tax $ 5,205 Total: $ 68,305 have executed this Agreement by their duly authorized 13 14 15 16 17 18 19 20 21 22 23 Records Management CAD Interfaces IN WITNESS W�CERF,�tbq p IE F Na —e JJ \! 12-1O' �'itre-�Ji7Zd .�C1 �� it ItlYGI�r C Date: Lk-foi-xr�-7 1 Tiburon, Inc. $19,300 $12,500 $10,700 Subtotal: $63,100 User License Total Fees C%, A 4.1. (Authorized Signature) Name:_e,dA6ef7 1,4. /Sa 4 Ft7 i Title: Date: UG`7��+ '�4 Page 1 of 1 ATTACHMENT B SCHEDULE OF SERVICES AND CHARGES 5 Basic Services 6 7 CONTRACTOR will provide basic services as defined in the Statement of Work contained in 8 Section 2 of the Extended Service Agreement for the software systems as defined in 9 Attachment A at the cost also stated in Attachment A. 10 11 Support for Computer Aided Dispatch, Message Switch and Corrections Management Systems 12 is 24 hours per day, 7 days per week. Support for other products is from 6:00 a.m. to 5:30 p.m. 13 Pacific Standard Time, excluding weekends and normal CONTRACTOR holidays, unless the 14 "24/7" Service Option is selected. In all cases, call -out charges will apply as described below. 15 16 "24/7" Service Option 7 $ 7,000 per 1 18 year per product 19 Products not normally covered by 24-hour support may optionally be supported with 24-hour 20 coverage (including CONTRACTOR holidays). Applicable call -out charges continue to apply. If 21 this option is not in force, technical support requests outside of covered hours are charged at 22 technical service rates as defined below. Add system description and cost to the additional 23 items section of Attachment A. 24 25 Software Upgrade Option Included 26 New software releases are provided for CLIENT's version of the RISC CAD or the SS/2000 and 27 Relational Data System programs. Installation support, training and customizing documentation 28 may be selected at normal technical service rates as listed below. 29 30 Prepaid Technical Support Resource Pool Optional 31 A dollar amount is allocated to a Technical Support Resource Pool. The charges for Technical 32 Support will always be calculated at the CONTRACTOR facility rate and will be subtracted from 33 this dollar amount as incurred. Any unused portion of this account is carried over to the next 34 contract year. Include the additional prepaid amount authorized to the additional items section of 35 Exhibit A. 36 37 Gold Card Service Option Quote available on 38 request 39 A total support program tailored for the CLIENT and includes a schedule of on -site visits by 4o CONTRACTOR personnel for data base management, working with end users to identify and 41 resolve problems and to apply agreed upon software changes, installation of new software 42 products obtained through this Agreement, and a comprehensive training program. The terms, 43 scope and cost of the Gold Card Service will be defined in a new attachment to this Agreement 44 (Attachment C) and the cost will be included in the optional cost section in Attachment A. 45 46 Operations Review 47 Quote 48 available on request* 49 CONTRACTOR personnel will visit the CLIENT site periodically and meet with management, 50 operations and other user personnel to conduct an operations review of the systems and an Page 1 of 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 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. * There will be no charge for this service if total annual maintenance exceeds $30,000. 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. 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. (1) 1. Technical Service Rates Technical support shall be charged at the following rates: At CONTRACTOR Facilities: $ ### per staff hour At CLIENT Site: $ ### per staff hour A minimum of four (4) hours per occurrence will be charged for work conducted at CONTRACTOR facilities and a minimum of eight (8) hours at CLIENT site for Technical Services not covered under Basic Services or "24/7" Service Option as described previously. (2) 2. Materials, Travel and Per Diem Expenses When applicable, all special materials, plus reasonable travel and per diem expenses shall be charged to CLIENT at cost. (3) 3. Call -Out Charges For systems not covered under 24/7 support, after normal business hours, call -outs will be billed at $250 per call. After the first hour, the rate will be $200 per hour with a two-hour minimum. (4) 4. Remote Access All charges in this 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: $500 per month per system supported In addition, travel and per diem expenses for on -site support required due to lack of remote access will be charged at actual cost. Page 2 of 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 ATTACHMENT C TIBURON'S HOLIDAY SCHEDULE 1999 New Year's Day Friday, January 1s' Floating Holiday Monday, February 15rh (President's Day) Memorial Day Monday, May 31st Holiday Exchange for New Year's Eve Friday, July gd (December 31 st) Independence Day Monday, July 51n Labor Day Monday, September 61h Thanksgiving Day Thursday, November 251n Day after Thanksgiving Friday, November 26" Christmas Eve Friday, December 24tn Pa,ae1of1 1 EXHIBIT 3 Baseline Documentation 5 Description Document Title Version Level Version Date CAD/2000 Graphical User 6.2.1 April 29, 1999 Interface Manual CAD/2000 Fire Services 6.2.1 May 7, 1999 System Information Manual CAD/2000 Fire Services File 6.2.1 April 29, 1999 Maintenance System Information Manual CAD/2000 Law Enforcement 6.2.1 May 7, 1999 System Information Manual CAD/2000 Law Enforcement 6.2.1 April 29, 1999 File Maintenance System Information Manual RMS/2000 Introduction 6.2.1 June 15, 1999 RMS/2000 Incident System 6.2.1 June 15, 1999 RMS/2000 Alpha System 6.2.1 June 15, 1999 RMS/2000 Alpha System - 6.2.1 June 15, 1999 Internal Transactions RMS/2000 Location System 6.2.1 June 15, 1999 RMS/2000 Location System - 6.2.1 June 15, 1999 Internal Transactions RMS/2000 Inquiries 6.2.1 June 15, 1999 RMS/2000 Property 6.2.1 June 15, 1999 Management RMS/2000 Special Flags 6.2.1 June 15, 1999 RMS/2000 Uniform Crime 6.2.1 June 15, 1999 Reporting System - BCS RMS/2000 Bicycle Registration 6.2.1 June 15, 1999 RMS/2000 Calls for Service 6.2.1 June 15, 1999 RMS/2000 Case Management 6.2.1 June 15, 1999 RMS/2000 Crime Analysis 6.2.1 June 15, 1999 RMS/2000 Incident Based 6.2.1 June 15, 1999 Reporting System - IBRS RMS/2000 License and Permits 6.2.1 June 15, 1999 RMS/2000 Officer Activity 6.2.1 June 15, 1999 Page 1 of 2 Personnel and 6.2.1 June 15, 1999 RMS/2000 Training Traffic Mana ement 6.2.1 June 15. 1999 RMS/2000 Warrant System Incident System 6.2.1 6.2.1 June 15, 1999 June 15, 1999 RMS/2000 RMS/2000 Normalized Guns and Pawned 6.2.1 June 15, 1999 RMS/2000 Property Automated 6.2.1 April 24, 1999 ARS MAKO -MCD Reporting System Programmer's 6.20 May 10, 1999 Y Mobile Data Guide Cam uter Configuration Guide 6.2.1 May 21, 1999 Y MAKO - MCD Mobile Data Computer User's Guide 6.2.1 May 21, 1999 Y MAKO - MCD Mobile Data Computer CAD Activity 1.1 October 1, 1998 CARS Reporting System - CARS (functional s ec CAD Activity 1.0 October 1, 1998 CARS Reporting System - CARS - Administrator's Guide CARS Appendix B - 1.0 October 1, 1998 CARS C stal Re orts CARS Appendix A - 1.0 October 1, 1998 CARS Table Definitions for UNIX Page 2 of 2