Agreement - Tiburon, Inc. - Clerks - Signed 2001-06-26CHANGE ORDER NUMBER THREE TO THE
PROFESSIONAL AND TECHNICAL SERVICES AGREEMENT
BETWEEN THE CITY OF GILROY AND TIBURON, INC. DATED OCTOBER 27, 1999
Whereas pursuant to that certain Agreement for Professional and Technical Services between the
City of Gilroy, California ("CLIENT") and Tiburon, Inc., a Virginia corporation
("CONTRACTOR"), dated October 27, 1999 (as amended, "the Original Agreement"),
CONTRACTOR has agreed to provide to CLIENT professional and technical services in
connection with the implementation of a computer aided dispatch, records management, field
reporting and mobile data system (the "System");
Whereas, CLIENT desires to change the platform of the System from a Unix based environment
to an NT based environment and to modify the Original Agreement accordingly;
Now, therefore, in accordance with the provisions regarding modifications and amendments at
Section 7 of the Original Agreement, the following changes in the Original Agreement are
hereby mutually agreed to between the parties:
A. All references to CAD 2000 and/or RMS 2000 in the Agreement, any Attachment
thereto, and any Change Order thereto shall be deleted and replaced with NT CAD or NT
RMS respectively.
B. Section 3 (Consideration) is hereby modified as follows:
The following text, which appears as the only paragraph in Section 3 to whit:
CLIENT shall, upon submission of non -disputed invoices pursuant to the payment
terms set forth in Section 4, "Payments" and subject to any CLIENT pre -approved
price adjustment, withholding or set of provisions contained herein, pay
CONTRACTOR a total firm -fixed -price of ONE MILLION EIGHTY THOUSAND
NINE HUNDRED TWENTY NINE DOLLARS AND NO CENTS ($1,080,929) as
full and complete consideration for the satisfactory performance of all requirements
of this Agreement, including delivery of all reports and data required hereunder.
Is hereby deleted and replaced with the following:
CLIENT shall, upon submission of non -disputed invoices pursuant to the payment
terms set forth in Section 4 (Payments) and subject to any CLIENT pre -approved
price adjustment, withholding or set of provisions contained herein, pay
CONTRACTOR a total firm -fixed -price of ONE MILLION THIRTY SIX
THOUSAND ONE HUNDRED THIRTY-SIX DOLLARS AND NO CENTS
($1,036,136) as full and complete consideration for the satisfactory performance of
all requirements of this Agreement, including delivery of all reports and data required
hereunder.
C. Section 24 (Software License and Transfer) is hereby modified as follows:
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The following text, which appears as the second paragraph in Section 24 to whit:
CONTRACTOR will deliver the then -current release of each software product.
Following the period of performance of this agreement, CONTRACTOR will provide
product updates in accordance with the terms and conditions of its Agreement for
Extended Services — Series 2000 products (Exhibit I hereof). If CLIENT desires to
deploy comparable CONTRACTOR application software products designed to
operate in a different hardware environment (such as "NT" vs. "UNIX"), then
CONTRACTOR shall provide that comparable software in place of that which is
licensed under this agreement. Such software exchange will be provided by
CONTRACTOR for no additional software license fees. Services needed to integrate
that software into a new/modified client system environment will be provided by
CONTRACTOR at the then current time and materials rate of CONTRACTOR for all
work performed by CONTRACTOR. This provision shall survive the termination of
this Agreement.
Is hereby deleted and replaced with the following:
CONTRACTOR will deliver the then -current release of each software product.
Following the period of performance of this agreement, CONTRACTOR will provide
product updates in accordance with the terms and conditions of its Agreement for
Extended Services (Exhibit I - 3 hereof). If CLIENT desires to deploy comparable
CONTRACTOR application software products designed to operate in a different
hardware environment (such as "NT" vs. "UNIX"), then CONTRACTOR shall
provide that comparable software in place of that which is licensed under this
agreement. CONTRACTOR will provide such software exchange by giving full
credit for software license fees paid. Services and hardware needed to integrate that
software into a new/modified client system environment will be provided by
CONTRACTOR at the then current time and materials rate of CONTRACTOR for all
work performed by CONTRACTOR.
D. Section 26 (System Acceptance Test) is hereby modified as follows:
The following text, which appears as the first sentence in Section 26 to whit:
Upon completion of all user and system manager training in accordance with Tasks
16 and 27 of the Statement of Work, and the Initial Project Schedule (Exhibit D of the
Agreement), and at a time mutually agreed upon by the parties, the CLIENT will
conduct a forty-five (45) day FINAL ACCEPTANCE test, according to the FINAL
ACCEPTANCE test procedures prepared mutually by CONTRACTOR and the
CLIENT.
Is hereby deleted and replaced with the following:
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Upon completion of all user and system manager training accordance with Tasks 17
and 31 of Exhibit A - 3 — Statement of Work, and Exhibit D - 3 — Initial Project
Schedule, and at a time mutually agreed upon by the parties, the CLIENT will
conduct a forty-five (45) day FINAL ACCEPTANCE test, according to the FINAL
ACCEPTANCE test procedures prepared mutually by CONTRACTOR and the
CLIENT.
E. Section 30 (Warranty) is hereby modified as follows:
The following text, which appears as the first sentence in the fifth paragraph of
Section 30 to whit:
CONTRACTOR guarantees that the CONTRACTOR'S Records and CAD Activity
Reporting System ("CARS") applications will utilize Oracle's relational database and
in 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.
Is hereby deleted and replaced with the following:
CONTRACTOR guarantees that the CONTRACTOR'S Records and CAD Activity
Reporting System ("CARS") applications will utilize Microsoft's SQL Server
relational database and in 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 8, 9, 10, 27 and 34 of Exhibit A - 3 — Statement of Work, as well
as product integration, redundant processes will be greatly reduced.
F. Exhibit A — STATEMENT OF WORK is hereby deleted and replaced with Exhibit A - 3
— STATEMENT OF WORK, a copy of which is attached hereto and incorporated herein
by reference.
A. Exhibit A-3 (Statement of Work) is hereby modified as follows:
The following text, which appears in Task #9 NT CAD System Interfaces to whit:
Responsibilities:
CONTRACTOR shall:
a. Design, develop, transfer, install, and unit test all software required for the
following interfaces resulting in their operating in accordance with the Revised
Baseline Documentation, listed in Exhibit J - 3, and the Interface Control
document, Exhibit H - 3:
E9-1-1 Interfaces
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WWVB Master Clock Interface
Is hereby deleted in its entirety and replaced with the following:
Responsibilities:
CONTRACTOR shall:
a. Design, develop, transfer, install, and unit test all software required for the
following interfaces resulting in their operating in accordance with the Revised
Baseline Documentation, listed in Exhibit J - 3, and the Interface Control
document, Exhibit H — 3:
E9-1-1 Interfaces
WWVB Master Clock Interface
Mapping
Firehouse ASCII Download
Tiburon Dial -in Support
CLETS Interface
B. Exhibit A-3 (Statement of Work) is hereby modified as follows:
The following text, which appears in Task #27 NT RMS System Interfaces to whit:
Responsibilities:
CONTRACTOR shall:
a. Install and test all software required for the following interfaces:
CJIC
DDSI Mug Shot System
Crime View Interface
Mapping System Interface
City LAN Interface
Firehouse ASCII Download.
Is hereby deleted in its entirety and replaced with the following:
Responsibilities:
CONTRACTOR shall:
a. Install and test all software required for the following interfaces:
Printrak Mug Shot System
Crime View Interface
City LAN Interface
Tiburon Dial -in Support
C. Exhibit A-3 (Statement of Work) is hereby modified as follows:
The following text, which appears in Task #10 Mobile Data Computer Equipment
and NT CAD Interface to whit:
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.
Is hereby deleted and replaced with the following:
Task Description:
CONTRACTOR will provide, (unless provided, at no charge, by CDPD
vendor) and CONTRACTOR will install the equipment associated with the
CDPD control router 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.
G. Exhibit B — DETAILED PRICING is hereby deleted and replaced with Exhibit B - 3 —
DETAILED PRICING, a copy of which is attached hereto and incorporated herein by
reference.
H. Exhibit C — PRICING SUMMARIES is hereby deleted and replaced with Exhibit C - 3 —
PRICING SUMMARY, a copy of which is attached hereto and incorporated herein by
reference.
I. Exhibit D — INITIAL PROJECT SCHEDULE is hereby deleted and replaced with
Exhibit D - 3 — INITIAL PROJECT SCHEDULE, a copy of which is attached hereto and
incorporated herein by reference.
J. Exhibit E - MILESTONE DELIVERY AND PAYMENT SCHEDULE is hereby deleted
and replaced with Exhibit E - 3 — MILESTONE DELIVERY AND PAYMENT
SCHEDULE, a copy of which is attached hereto and incorporated herein by reference.
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K. Exhibit F — PROPOSAL ASSUMPTIONS/RESPONSIBILITIES, is hereby amended to
delete the assumption that CLIENT is to provide Zetron 3030 equipment and Exhibit F is
further amended to delete the reference to Printrak and replace with DDSI.
L. Exhibit G — SOFTWARE LICENSE AGREEMENT FOR THE 2000 PRODUCTS is
hereby deleted and replaced with Exhibit G - 3 — SOFTWARE LICENSE
AGREEMENT, a copy of which is attached hereto and incorporated herein by reference.
M. Exhibit H — INTERFACE CONTROL DOCUMENT is hereby deleted and replaced with
Exhibit H - 3 — INTERFACE CONTROL DOCUMENT, a copy of which is attached
hereto and incorporated herein by reference.
N. Exhibit I - AGREEMENT FOR EXTENDED SERVICES is hereby deleted and replaced
with Exhibit I - 3 — AGREEMENT FOR EXTENDED SERVICES, a copy of which is
attached hereto and incorporated herein by reference.
O. Exhibit J — BASELINE DOCUMNENTATION is hereby deleted and replaced with
Exhibit J - 3 — BASELINE DOCUMENTATION, a copy of which is attached hereto and
incorporated herein by reference.
Except as modified herein above, all other terms, conditions and provisions of the Original
Agreement, as amended, remain unchanged, except as specifically noted herein.
IN WITNESS WHEREOF the parties have executed this Change Order Number Three by their
duly authorized representatives this 26th day of June , 2001
CLIENT
Name: Gregg Giusiana
Title: Chief of Police
Date: June 26, 2001
TIBURON
Name: Charles H. Bridges, Jr.
Title: Vice President & CFO
Date: June 26, 2001
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