HomeMy WebLinkAbout25P - AGMT - COMPUTER AIDED DISPATCH SRVSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
NOVEMBER 18, 2014
CLERK OF COUNCIL USE ONLY:
TITLE: APPROVED
AUTHORIZE AN AGREEMENT WITH
❑ As Recommended
As
❑ As d
TIBURON TO PROVIDE COMPUTER
E] on 1st Reading
AIDED DISPATCH SERVICE TO THE
❑ Ordinance on 2n' Reading
POLICE DEPARTMENT {STRATEGIC
❑ implementing Resolution
❑ Set Public Hearing For
PLAN NO. 1, 3A)
CONTINUED TO
FILE NUMBER
CITY MANAG
RECOMMENDED ACTION
Authorize the City Manager and the Clerk of the Council to execute a one -year agreement,
commencing December 1, 2014, with Tiburon, Inc. to provide software maintenance and support
services in an amount not to exceed $47,056, subject to non - substantive changes approved by
the City Manager and City Attorney.
DISCUSSION
The Santa Ana Police Department entered into an agreement with Tiburon (formerly known as
Positron) in 2005 to provide a computer aided dispatch (CAD) system called IQ /CAD. This critical
system manages calls for police service and the activity of field personnel. It connects the
community's needs for police services with City resources. It is also vital in protecting the safety
of police personnel. Due to the essential nature of this system, the City contracted with Tiburon,
Inc. to maintain and support this system as needed on a 24/7 basis. Tiburon owns the licenses
for this software and is the only company able to completely support this system.
Staff recommends continuing this maintenance in order to ensure the continued operation of the
IQ /CAD computer aided dispatch system. The agreement will be for a one -year term,
commencing December 1, 2014, in the amount of $42,056, plus a $5,000 contingency for
unanticipated costs.
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #1 Community Safety, Objective #3, Promote
fiscal accountability to ensure financial responsibility at all levels of the organization, Strategy 3a,
Continuously evaluate and assess fiscal aspect of service delivery to ensure that the Police
Department provides programs and services efficiently and effectively.
25P -1
Agreement with Tiburon, Inc.
November 18, 2014
Page 2
FISCAL IMPACT
Funds for this agreement are available in Police Department's Information Services Division -
contract services account (no. 01114425 62300).
( ilx�
Carlos Rojas
Chief of Police
Santa Ana Police Department
APPROVED AS TO FUNDS AND ACCOUNT:
1� A• .�-
Francisco Gutierrez
Executive Director
Finance and Mgt. Svcs. Agency /, _
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CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this 1" day of December, 2014 by and
between Tiburon, Inc„ a Virginia corporation with its principle place of business at 30000
Executive Parkway, Suite 500, San Ramon, California, 94583 (hereinafter "Tiburon" and/or
"Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California (hereinafter "City and/or the
Client "), hereinafter collectively referenced as "the Parties."
RECITALS
A. In 2005, City purchased a computer aided dispatch (CAD) system from Tiburon
which requires ongoing maintenance and support.
B. The City requires to retain a consultant having special skill and knowledge in the field
of providing the City with ongoing maintenance and support services relating to the
Police Department CAD system.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit "A" to this Agreement
( "Maintenance Renewal for Santa Ana, CA, ") attached hereto and incorporated by reference.
2. COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for all services
provided by Consultant to City, the rates and charges identified in Exhibit "A" ( "Maintenance
Renewals ") to this Agreement, which is attached hereto and incorporated by reference. The total
sum to be expended under this Agreement shall also include a contingency of $5000.00 for
unanticipated costs. The total agreement shall not exceed $ 47,056.00 during the term of this
Agreement.
3. TERM
This Agreement shall commence on the date first written above and terminate on
November 30, 2015, unless terminated earlier in accordance with Section 12, below.
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4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer - employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work Linder this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence. Consultant shall supply City with a frilly executed
additional insured endorsement in substantially the form attached hereto as Exhibit `B" upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self - insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
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e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including death, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terns
of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and /or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
25P -5
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
Fax 714- 647 -6956
With courtesy copies to:
City of Santa Ana Police Department
City of Santa Ana
20 Civic Center Plaza (M95)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 245 -8097
Attn: Commander Pete Semelsberger
25P -6
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 647 -6515
To Consultant: Tiburon, Inc.
3000 Executive Parkway #500
San Ramon, CA 94583
Telephone: (514) 345 -2230 x2830
Attn: TatsianaLukashevich, Representative
Tatsiana.Lukashevich@tiburonine.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, e-mail, commur ication shall be effective
or deemed to have been given twenty -four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
of calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
25P -7
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Chief of Police may require Consultant to deliver to
the City all work product completed as of such date, and in such case such work product shall be the
property of the City unless prohibited by law, and Consultant consents to the City's use thereof for
such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the teen of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
25P -8
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By -&WW� A. 4 "l11
LAURA A. ROSSINI
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CARLOSROJAS
Chief of Police
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
TIBURON, INC.
TATSIANA LUKASHEVICH
Representative
25P -9
EXHIBrr A
SCOPE OF SERVICES
25P -10
s �
•
Maintenance Renewal
For
Santa Ana, CA
25P -11
R
Annual Maintenance
Yearly maintenance for 11 licenses of IQ/CAD, CAD Visor, 1 State Interface, 1 XML output for CAD to Police RMS and 100
licenses of IQ/Mobile only.
***The prices indicated above do not Include Installation and /or confJguration of 3rd party software and /or hardware• "•
***Tiburon requires remote VPN access to the customer site (minimum 1Mbps )"'"
The information contained in Nis doaiment is propdelary to Tiburon
and is offered solely for the purpose of evaluation.
Copyright 2014 Tiburon
CONFIDENTIAL
Q 14012 - Santa Ana, CA - OCAD and Mobile Maintenance Renewal - Summary
25P -12
N
PRICING All prices are in U.S. Funds.
Taxes, if applicable, are extra.
PAYMENT Payable 100% on December 1st, 2014
VALIDITY 60 days
- Services will be performed in accordance with the attached Maintenance and Support Guidelines,
which are incorporated herein.
By signing in the space provided below, I am representing that I am authorized to sign on behalf of Customer:
Signature Date
The Information contained In this document is proprietary to Tiburon
and is offered solely for the purpose of evaluation.
Copyright 2014 Tiburon
CONFIDENTIAL
Of 40127 - Santa Ana. CA- IOCAD and Mobile Maintenance Renewal - Notes
25P -13
Revision History
!Revision Level Reason for Revision Date Revised
Original
August 6, 2014
The Information contained in Nis document Is proprietary to Tlbpron
and Is offered solely for the purpose o! evaluation.
Copyright 2014 Tiburon
CONFIDENTIAL
014D127 - Santa Ana, CA - IOCAD and Mobile Maintenance Renewal - Revision History
25P -14
Maintenance and Support Guidelines
Applicability......................................................................................................................................
............................... 2
Term.................................................................................................................................................
............................... 2
Description of Technical Support Services .....................................................................................
............................... 2
TechnicalSupport Services .........................................................................................................
............................... 2
HelpDesk Service .......................................................................................................................
............................... 2
HelpDesk Call Taking Process ...................................................................................................
............................... 3
EscalationProcedure ...................................................................................................................
............................... 3
Table A: Ticket Priorities and the Service Level Agreement ( SLA) .............................................
............................... 4
SoftwareUpdates Program .........................................................................................................
............................... 5
Product Specialist and Training Services ........................................................................................
............................... 5
ClientResponsibilities .....................................................................................................................
............................... 5
Termination.. ........................................................................................................... ................
...................................... 7
Exclusions to Technical Support Services .......................................................................................
..............................8
25P -15
Applicability
These Maintenance and Support Guidelines ( "Maintenance and Support Guidelines ") applies if the Client has ordered any
of the services detailed herein pursuant to the receipt of a Price Quote from Tiburon, Inc. (hereinafter "Tiburon "). Any
services detailed herein that have not been ordered by the Client shall not apply or be provided to the Client by Tiburon.
These terms represent Tiburon's standard terms. These terms apply unless superseded by a specific Client agreement.
Term
Upon payment of the appropriate annual maintenance and support fees, Tiburon shall provide the Client with
maintenance and support services as set forth In these Maintenance and Support Guidelines for a twelve (12) month
period commencing on the anniversary date of final acceptance and shall be automatically renewed for additional twelve
(12) month periods until terminated in accordance with its terms.
Description of Technical Support Services
Technical Support Services
Tiburon's Technical Support Services department consists of technical specialists dedicated to providing the
highest level of technical support services to its Clients.
Technical Support Services include the Help Desk Service, Software Updates Program, Product Specialist
Services and Training Services.
The Help Desk Service and Software Updates Program are provided on a per - product basis and available on an
annual or multi -year basis as detailed in the Client Quotation.
Help Desk Service
The Help Desk service includes technical support on products purchased from Tiburon including Tiburon licensed
products and 3rd party products.
The Help Desk provides 24 x 7 technical support to Clients for all Tiburon products. The Help Desk is staffed by
technical specialists, backed by 24 x 7 engineering support to handle high priority issues.
High priority issues that cannot be addressed expediently by the technical specialists alone are assigned to the 24
x 7 engineering support staff. If the issue cannot be addressed within the defined service level agreement (SLA)
in Table A, an escalation process is automatically triggered involving senior management in order to take
immediate action calling upon product experts as needed. This level of specialized technical support ensures
timely, accurate and effective support for Tiburon's Clients,
For urgent and high priority tickets (see Table A), Clients are requested to contact the Help Desk by phone in
order to obtain immediate technical support using the following toll -free number; 1 (877) 441 -4648.
For routine and lower priority tickets (see Table A), Clients are encouraged to send an email to
DispatchNowSupportC &tiburoninc.com which includes caller contact information, site identification, affected
product and a short problem description. An email reply will acknowledge that Tiburon has received the Client's
email. A Help Desk representative will contact the Client with a ticket # and status within the timeframes defined in
the SLA (see below for details).
25P -16
Help Desk Call Taking Process
When a Help Desk call is received, it is answered by a Help Desk representative. The representative takes the
caller's general information such as caller contact information, site identification, affected product and a short
problem description. Based on the priority definitions detailed in Table A, the caller advises the Help Desk
representative on the priority of the issue. The caller is given a ticket reference number and is passed onto a Help
Desk technical specialist for problem investigation and resolution. If there are no Help Desk technical specialists
available to immediately take the call, the caller is called back within the agreed upon SLA.
The Help Desk technical specialist will work over the phone and through remote high speed facilities (e.g. Cisco
VPN, Sonic Wall, Remotely Anywhere, Remote Desktop) to troubleshoot and resolve the issue. The ticket is only
'closed' by Tiburon upon positive confirmation from the Client.
Escalation Procedure
When the call -back SLA specified in Table A is not met, the Help Desk is instructed to escalate the ticket to the
people identified below and advise the Client that this escalation is in progress. Should the Client not receive a
call from the Help Desk within the call -back SLA, the Client is free to contact the following escalation contacts
directly (in the order indicated):
Help Desk Team Leader (514) 916 -0199
Sr. Manager Technical services (514) 804 -9334
Sr. Manager, SW Development (514) 916 -3995
VP Products (514) 916 -0423
Internal escalation is automatically triggered in the timeframes defined in the last two columns of Table A in order
to ensure that high priority tickets are resolved as quickly as possible.
Note:
The call -back time is defined as the interval of time from the moment Tiburon Help Desk received a call for
service to the moment a Tiburon technical specialist contacts the site.
25P -17
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25P -18
Software Updates Program
If the Client has purchased the Software Updates Program, the Client will be entitled to receive
new General Availability (GA) releases of the Tiburon licensed software products purchased by
the Client.
The Software Updates Program provided hereunder does not include any of the following
(a) Installation, configuration and training services. Upon reasonable notice from the Client,
Tiburon will provide a Price Quote to the Client on a time and materials basis at Tiburon's then
current rates for such services;
(b) Modifications or customization of the Software other than corrections of Defects made or
provided under these Maintenance and Support Guidelines;
(c) Consultation for new programs or equipment;
(d) Correction of problems, and assistance regarding problems, caused by operator errors,
including but not limited to the entry of incorrect data and the maintenance of inadequate backup
copies and improper procedures; and /or
(e) Correction of errors attributable to software other than the licensed Software
Upgrade of the Client's Hardware, Operating System, and /or third party software may be required
from time to time to support New Releases, Maintenance Releases or Upgrades of the Software.
The Client shall be solely responsible for the cost of such upgrades unless expressly stated
otherwise.
Product Specialist and Training Services
Clients can contact the Help Desk to request the services of Product Specialists and Trainers.
The Help Desk will direct the call to the appropriate technical services representative to provide
details on the services offered and their associated rates and to schedule resource availability.
Client Responsibilities
(a) Technical Service Tickets The Client shall provide all information requested by
Tiburon necessary to complete its Technical Support Services form for each request for
technical services, Enhancements, and Out of Scope Services.
(b) Remote Access The Client will facilitate high speed 512Kbps or greater remote
VPN access for Tiburon to access the servers and workstations at the Client Site.
Remote access will require the use of interactive applications including but not limited to
PC Anywhere, Remote Desktop, VNC, teinet, secure shell (ssh) , and application -level
TCP /IP socket connectivity as determined necessary by Tiburon. Tiburon personnel will
require local administrative control of all servers and workstations involved in Tiburon
implementation. In addition, Tiburon requires the ability to dynamically upload /download
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files to the server(s) without third -party intervention. Tiburon technicians may need
remote access to the System to analyze the System configuration, aid in problem
analysis or to modify the System configuration for a problem work- around. Remote
access may also be used for transmission of Software updates to the Client. Remote
access must be available twenty -four (24) hours a day, seven (7) days a week.
Tiburon's request to halt any System functionality shall require the Client's appropriate
management approval. Tiburon shall not perform any service - affecting activity without
informing the Client's appropriate management in advance and receiving proper
authorization.
Tiburon recognizes the need for security of remote access facilities. Tiburon shall work
within the Client's security guidelines whenever possible. If the Client's remote access
facility is dysfunctional, Tiburon shall not be held liable for response times.
Tiburon shall not be responsible for any costs relating to the procurement, installation,
maintenance and use of such equipment and all associated telephone use charges.
Tiburon shall use the data connection solely in connection with the provision of its services
hereunder. The Client may be required to run tests deemed necessary by Tiburon
following each remote access as requested by Tiburon.
(c) Access The Client shall provide Tiburon's personnel or its local service provider
with full access to their site at all required times.
(d) Maintenance and Back -Ups The Client shall ensure that maintenance and back-
up activities relating to the Tiburon proprietary software and the System, including without
limitation backing up databases and journal logs, purging out of date records and running
reports and performing diagnostics, are timely carried out.
(e) Data Input The Client shall enter, update and maintain the input data as required
for satisfactory operation of the Tiburon proprietary software, and be responsible for the
accuracy of all Client - provided data.
(f) Third -Party Product Support Unless otherwise agreed, the Client shall obtain,
pay for and maintain in effect during the term of these Maintenance and Support Guidelines
the technical support contracts for certain third party products as specified by Tiburon, and
shall ensure that, in addition to authorizing the Client to request support services there
under, each such support contract also expressly authorizes Tiburon to request support
services there under on the Client's behalf.
(g) System Securit}I The Client shall ensure that the security of the System conforms
in all respects to the federal, state, and /or local mandated law enforcement
telecommunications requirements.
(h) System Chanae. Alteration, or Modification The Client shall ensure that, with
respect to the Tiburon proprietary software, such software is installed only on the
authorized server and workstations and only at the authorized site. The Client shall ensure
that each authorized site conforms in all respects to the site specifications as required by
Tiburon. The Client shall ensure that no change, alteration or modification is made to the
System configuration without the express prior written consent of Tiburon; provided,
however, that said consent is not intended to constitute in any manner Tiburon's approval,
certification, endorsement, or warranty of the System configuration or System performance.
(i) Database Administration Chance Authorization Client shall maintain a system
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to ensure that only authorized personnel have the ability to perform database
administration activities and that a list of all such authorized personnel (and any updates
thereto) be promptly delivered to the Tiburon's Technical Support Services department.
Database administration shall be in compliance with Tiburon provided guidelines. Tiburon
cannot assist Client personnel other than those on the most current authorization list.
6) Authorized Client Representatlya The Client shall designate, in a written notice
a single individual to act as the Client's authorized representative for purposes of these
Maintenance and Support Guidelines. Such individual (a) must be authorized to act on the
Client's behalf with respect to all matters relating to these Maintenance and Support
Guidelines; (b) shall ensure the Client's compliance with its responsibilities under these
Maintenance and Support Guidelines; and (c) shall coordinate appropriate schedules in
connection with Tiburon's services under these Maintenance and Support Guidelines. The
Client may change the individual designated hereunder by providing Tiburon advance
written notice designating the new individual authorized to act as the Client Representative.
(k) Technical Support Coordinators The Client shall designate, in a written notice
one or more individuals to act as the Client's technical support coordinator (a "Technical
Support Coordinator"). The Client shall ensure that each Technical Support Coordinator
designated hereunder shall have received the appropriate Tiburon proprietary software and
System training and shall otherwise be familiar with the Tiburon proprietary software and
the System. The Client shall ensure that, at all times, a Technical Support Coordinator is
available (a) to screen operational assistance calls and handle operational problems, where
appropriate; (b) to provide access to the System as required; and (c) to provide on -site
technical assistance as required by Tiburon to aid Tiburon in performing its services
hereunder. The Client may change any individual designated hereunder by providing
Tiburon with advance written notice designating the new individual authorized to act as a
Technical Support Coordinator.
(1) Training The Client shall ensure that all Technical Support Coordinators and other
personnel have received appropriate training on the Tiburon proprietary software and the
System, and otherwise maintain sufficient personnel with sufficient training and experience
to perform its obligations under these Maintenance and Support Guidelines.
(m) Error Reproduction Upon detection of any error in any of the Tiburon proprietary
software applications, the Client shall provide Tiburon a listing of command input, resulting
output and any other data, including databases and back -up systems, that Tiburon may
reasonably request in order to reproduce operating conditions similar to those present
when the error occurred.
Termination
(a) Termination for Payment Defaults In the event that the Client fails to pay when due all or
any portion of the annual maintenance and support fees required, Tiburon may immediately, and
without further notice to the Client, terminate these Maintenance and Support Guidelines or
suspend all or any portion of the services hereunder for all or any portion of the Tiburon proprietary
software applications until the Client's account is brought current.
(b) Termination for Other Defaults In the event that either party hereto materially defaults in
the performance of any of its obligations hereunder (other than payment defaults covered above),
the other party may, at its option, terminate these Maintenance and Support Guidelines, by
providing the defaulting party thirty (30) days' prior written notice of termination, which notice shall
identify and describe with specificity the basis for such termination. If, prior to the expiration of such
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notice period, the defaulting party cures such default to the satisfaction of the non - defaulting party
(as evidenced by written notice delivered by the non - defaulting party, termination shall not take
place.
(c) Consequences of Termination Upon termination of this Agreement for whatever reason,
(a) Tiburon shall be under no further obligation to provide support or any other services hereunder;
(b) Tiburon shall return to the Client all Client confidential information in Tiburon's possession and
shall certify in a written document signed by an officer of Tiburon that all such information has been
returned; (c) the Client shall return to Tiburon all Tiburon confidential information in the Client's
possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other
documents or property relating to such Tiburon confidential information and all copies of any of
the foregoing (in whatever medium recorded) but not including any such information licensed to
and paid for by the Client and shall certify in a written document signed by the authorized Client
representative that all such information has been returned.
Exclusions to Technical Support Services
The following services are outside the scope of the Technical Support Services provided by
Tiburon and may result in additional charges, on a time and material basis:
(a) Repair of damage or the increase in service time due to any cause external to the
System which adversely affects its operability or serviceability, including but not be limited to, fire,
flood, water, wind, lightning, and transportation of the System from one location to another;
(b) Repair of damage or the increase in service time caused by failure to continually provide
a suitable installation environment, including, but not limited to, the failure to provide adequate
electrical power, air conditioning or humidity control, or the Client's improper use, management or
supervision of the System including, without limitation, the use of supplies and accessories.
Proper use and environmental requirements are determined by the Product documentation;
(c) Repair of problems caused by the use of the System for purposes other than for which it
is designed;
(d) Repair of problems caused by changes to the Hardware and /or the network made without
obtaining Tiburon's prior approval;
(e) Repair or replacement of any item of the System which has been repaired by others,
abused or improperly handled, improperly stored, altered or used with third party material,
software or equipment, which material, software or equipment may be defective, of poor quality or
incompatible with the System, and Tiburon shall not be obligated to repair or replace any
component of the System which has not been installed by Tiburon or a Tiburon authorized
technician;
(f) Removal, relocation and /or reinstallation of the System or any component thereof;
(g) Diagnosis time directly related to unauthorized components and /or misuse of the System,
whether intentional or not;
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(h) Any design consultation such as, but not limited to, reconfiguration analysis, consultation
with the Client for modifications and upgrades which are not directly related to a problem
correction;
W Provision of any operational supplies, including by not limited to, printer paper, printer
ribbons, toner, printer cartridges, photographic paper, magnetic tape and any supplies beyond
those delivered with the System;
(j) Repair of problems caused by computer / network security breaches and /or virus attacks;
(k) Repair or replacement of any Hardware not purchased from Tiburon and explicitly
covered by a Tiburon warranty or maintenance program.
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