2011062004 - Tiburon Computer Aided DisbatchCOUNCIL AGENDA REPORT
MEETING DATE: 6/20/11
ITEM NO:�
DATE: JUKE 20, 2011
TO: MAYOR AND TOWN COUNCIL
FROM: GREG LARSON, TOWN MANAGER
SUBJECT: APPROVE EXTENDED MAINTENANCE AGREEMENT AND CONTRACT WITH
TIBURON, INC. FOR COMPUTER AIDED DISPATCH (CAD), RECORDS
MANAGEMENT SYSTEM (RMS) AUTOMATED REPORTING SYSTEM (ARS)
AND MOBILE DATA SYSTEMS (MDS)
RECOMMENDATION:
Approve extended maintenance agreement and contract with Tiburon, Inc. for Computer Aided Dispatch
(CAD), Records Management System (RMS), Automated Reporting System (ARS) and Mobile Data
Systems (MDS).
BACKGROUND:
In 1993, Tiburon Inc. was selected by the Town of Los Gatos to provide public safety software and
services for the police department's computer aided dispatch (CAD) and records management systems
(RMS), automated reporting system (ARS) and mobile data systems (MDS). The department
maintained a five year service agreement with Tiburon and then extended that agreement by one year,
which ends on July 31, 2011.
At the April 18, 2011 Town Council meeting, authorization was given to the Town Manager to enter
into a cost sharing agreement between the Town of Los Gatos and the City of Sunnyvale for the purpose
of purchasing a new Tiburon system that will be shared by both agencies. The new system is tentatively
planned for installation in raid-2012.
DISCUSSION:
The Police Department is interested in pursuing an additional one year maintenance agreement in order
to bridge the gap between the existing service contract ending on July 31, 2011 and the new
maintenance contract that will commence after installation in mid-2012.
PREPARED BY: SCOTT R. SEAMAN, CHIEF OF POLICE
U:\My Documents\Council Reports\Tiburon maintenance renewal.docx
Reviewed by: e Assistant Town Manager
Clerk Administrator .(_„Finance
Town Attorney
rnmunity Development
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: APPROVE EXTENDED MAINTENANCE AGREEMENT AND CONTRACT WITH
TIBURON, INC. FOR COMPUTER AIDED DISPATCH (CAD), RECORDS
MANAGEMENT SYSTEM (RMS) AUTOMATED REPORTING SYSTEM (ARS)
AND MOBILE DATA SYSTEMS (MDS).
JUNE 20, 2011
In future years the Town of Los Gatos will realize a reduced maintenance cost due to the shared system
with the City of Sunnyvale.
CONCLUSION:
Staff recommends Council approve the extended maintenance agreement with Tiburon, Inc.
ENVIRONMENTAL ASSESSMENT:
Is not a project defined under CEQA, and no further action is required.
FISCAL IMPACT:
The cost for the renewed one year support agreement is $74,273.00 and was budgeted in the Police
Department FY 2011-12 operating budget account number 4201-63332.
Attachments:
Master Support Agreement including updated Exhibit 2.
Distribution:
ice. r* L)
MASTER SUPPORT AGREEMENT
This Master Support Agreement (this "Agreement") is entered into this 1st day of August, 2010 (the "Effective
Date"), by and between Town of Los Gatos (the "Client") and Tiburon, Inc., a Virginia corporation having its
primary place of business at 6200 Stoneridge Mall Road, Suite 400, Pleasanton, California 94588
("Tiburon").
WHEREAS, the Client has determined that it desires to obtain from Tiburon certain support services relating
to a computer automated system previously implemented by Tiburon for the Client; and
WHEREAS, Tiburon is qualified to provide the support services specified in this Agreement and, subject to
the terms and conditions set forth in this Agreement, Tiburon desires to provide such support services;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Client and Tiburon
hereby agree as follows:
1. Definitions
Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached
hereto and incorporated herein by this reference, unless otherwise defined herein.
2. Scope of Work
2.1. Basic Support. Subject to the terms and conditions set forth in this Agreement, Tiburon
shall provide the following support for the Covered Applications ("Basic Support"),
(a) Application Errors. Tiburon will correct Errors in any of the Covered Applications
discovered by the Client during the term of this Agreement, provided (a) the Client provides all
information regarding such Error that may be requested by Tiburon in accordance with Section 5.1
hereof (Technical Service Requests], (b) such Error is reproduced by the Client in accordance with
Section 5.13 hereof (Error Reproduction), and (c) the Client has provided Tiburon with remote
access to the System as required under Section 5.2 hereof (Remote Access).
(b) Client Support Center. Tiburon will provide toll -free telephone support for
operational and technical assistance. Support for Priority 1 Calls relating to Tiburon's Computer
Aided Dispatch (CAD) software applications, Corrections Management (JailRECORDS, Premier
IMS, JMS and CorrMedica) software applications, Mobile Dispatch (MobileCOM) software
applications, Message Switch System (MSS) software applications and any critical interfaces to
those systems shall be available twenty four hours a day, seven days a week (24x7). Support for all
other calls and other Tiburon applications will be available during Tiburon's normal support hours of
8:00 a.m. to 5:30 p.m. local time in the Client's time zone (not including weekends and Tiburon
holidays). Tiburon reserves the right to charge reasonable call -out fees for any call received other
than during Tiburon's normal support hours. Additional information regarding call -out fees is
described in Exhibit 7 (Warranty & Maintenance Support — Guidelines & Options).
(c) Account Manager. Tiburon will designate, in a written notice delivered in accordance
with Section 24 hereof (Notices), a single individual to act as the account manager for purposes of
coordinating technical support as set forth herein (the "Account Manager"). The Account Manager
shall ensure Tiburon's compliance with, and shall coordinate appropriate schedules in connection with,
its obligations set forth herein. Tiburon may change the individual designated hereunder by providing
the Client with advance written notice delivered in accordance with Section 24 hereof (Notices)
designating the new individual authorized to act as the Account Manager.
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Master Support Agreement
(d) Status Reports. Tiburon will provide the Client with a monthly status report (a
"Monthly Status Report"). Each Status Report will include a summary of site activity and a summary
of requests by the Client for technical services delivered in accordance with Section 5.1 hereof
(Technical Service Requests). Additional information that may be contained in the monthly status
report is described in Exhibit 7 (Warranty & Maintenance Support — Guidelines & Options). Each
Monthly Status Report will be delivered to the Client in accordance with the notice provisions set
forth in Section 24 hereof (Notices).
(e) Back -Ups. Subject to the Client's obligations under Section 5.4 hereof
(Maintenance and Back -Ups), Tiburon will support the Client in maintaining and/or updating the Back
Up Schedule and Procedures, attached hereto as Exhibit 6, and as further defined in Exhibit 7
(Warranty & Maintenance Support — Guidelines & Options), the Systems Administration Support
Services document (attached hereto as Exhibit 8), and the DBA Services document (attached hereto
as Exhibit 9). .
(f) NCIC, NIBRS/UCR, and NFIRS Updates. Tiburon will provide updates to the
Covered Applications for Client use and installation in response to legal requirements mandated by
the National Crime Information Center (NCIC), the National Incident Based Reporting
System/Uniform Crime Reporting (NIBRS/UCR), and the National Fire Incident Reporting System
(NFIRS) when such requirements necessitate modification(s) to the Source Code relating to any
Covered Application and are necessary for the proper performance of the Covered Application. Any
other changes, including but not limited to, those mandated or offered by any state, county, city or
municipal governmental entity, as well as changes to any Protocols are outside the scope of this
Agreement.
(g) Database Administration (DBA) Support. DBA support will be provided in the
manner as set forth in Section 4.3, "Level 1 DBA Support", of Exhibit 7 (Warranty & Maintenance
Support — Guidelines & Options), and as further described in the DBA Services document (attached
hereto as Exhibit 9).
(h) System Administration (SA) Support. SA support will be provided in the manner
as set forth in Section 4.4, "Level 1 System Administration Support", of Exhibit 7 (Warranty &
Maintenance Support — Guidelines & Options), and as further described in the Systems
Administration Support Services document (attached hereto as Exhibit 8).
(i) Version Management Program. The Version Management Program (VMP)
provides Clients with eligible products with ongoing product enhancements and new features. VMP
will be provided in the manner as set forth in Section 4.5, "Version Management Program", of Exhibit
7 (Warranty & Maintenance Support — Guidelines & Options).
2.2. Support Options. In addition to Basic. Support, the Client may purchase support options
described in Exhibit 7 (Warranty & Maintenance Support —Guidelines & Options). The terms and conditions
for each Support Option shall be set forth in a separate exhibit which, upon payment of the required annual
fee for such Support Option, shall automatically become part of this Agreement and shall be subject to the
terms hereof. The Client may discontinue any Support Option by providing Tiburon at least ninety (90)
calendar days prior written notice identifying the Support Option to be discontinued; provided, however, that
such discontinuance shall not be effective until the next occurring Payment Date.
2.3. Enhancements. From time to time, the Client may request Tiburon to provide under this
Agreement services and materials to furnish, install and implement an Enhancement. The installation and
implementation of such Enhancement shall be provided on a fixed -price basis. No Enhancement shall be
provided under this Agreement unless (a) this Agreement is amended as necessary or appropriate to
incorporate the Enhancement Terms relating to the Enhancement; (b) the Enhancement Terms are attached
to this Agreement as a new exhibit and, except as specifically set forth therein, are subject to the terms of
this Agreement; (c) the Enhancement Terms include terms regarding final acceptance of the Enhancement;
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Master Support Agreement
(d) the Enhancement Terms provide that, upon final acceptance of the Enhancement, Exhibit 2 to this
Agreement shall be amended to incorporate the Enhancement as a Covered Application subject to the
Client's payment of any necessary additional support fees relating to the Enhancement; and (e) the
Enhancement Terms provide that, upon final acceptance of such Enhancement, the Software License
Agreement shall be considered amended as necessary or appropriate to grant to the Client the appropriate
rights to use the Enhancement, subject to payment in full of all amounts due under the Enhancement Terms.
2.4. Out of Scope Services. From time to time, the Client may request Tiburon to provide under
this Agreement certain Out of Scope Services. Tiburon shall be under no firm obligation to perform any Out
of Scope Services, but shall undertake to make a good faith effort to perform such services to the extent that
it is capable of doing so without substantially interfering with its other obligations under this Agreement or
with its obligations to its other clients. Any Out of Scope Services shall be provided, at Tiburon's option, on a
fixed -quote basis with payment milestones or on a time and material basis at Tiburon's then current technical
service rates plus all related travel, per diem and other expenses invoiced as incurred. No Out of Scope
Services shall be provided under this Agreement unless: (a) this Agreement is amended as necessary or
appropriate to incorporate the terms relating to the Out of Scope Services; (b) those terms are attached to
this Agreement as a new exhibit and, except as specifically set forth therein, are subject to the terms of this
Agreement; and, (c) those terms include agreed -to criteria regarding completion of the work, if applicable.
3. Term
The term of this Agreement shall commence on' the Effective Date and shall continue in effect until
terminated in accordance with its terms.
4. Fees and Payment
4.1. Annual Support Fees
(a) Basic Support. The Client shall pay an annual fee for Basic Support for each of the
Covered Applications. The amount of such annual fee shall be set forth on Exhibit 2 attached hereto
and incorporated herein by this reference and shall be paid in advance on or prior to the expiration of
any Warranty Period applicable to such Covered Application and, thereafter, on each Payment Date
during the term of this Agreement.
(b) Support Options. The Client shall pay an annual fee for any requested Support
Options. The amount of such annual fee shall be set forth on the exhibit pertaining to such
Additional Support Option and shall be paid on or prior to the commencement of any services
relating to such Additional Support Option and, thereafter, on each Payment Date during the term of
this Agreement unless such Additional Support Option has been discontinued in accordance with
Section 2.2 hereof (Support Options).
(c) Enhancements and Out of Scope Services. Payment shall be as stated in the
applicable Enhancement/Out of Scope Services proposal.
4.2. Annual Adjustments. The fees payable pursuant to Section 4.1(a) and Section 4.1(b)
hereof (Annual Support Fees) may be increased on an annual basis by five percent (5%) upon at least thirty
(30) days prior written notice to the Client. Such increase shall become effective on the next occurring
Payment Date.
4.3. Invoices. Invoices pursuant to Section 4.1 hereof shall be payable on or prior to each
Payment Date during the term of this Agreement or shall be payable within thirty (30) days of receipt unless
otherwise specifically provided.
4.4. Consequences of Late Payment. Failure to pay any amount owing hereunder when such
amount is due shall constitute a material default under this Agreement and would result in the termination of
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Master Support Agreement
this Agreement in all or part. The Client shall reimburse Tiburon for all collection fees, including reasonable
attorneys' fees and expenses, incurred by Tiburon in connection with the collection of any amount owing
hereunder. Tiburon reserves the right to charge the Client an administrative fee to reinstate any part of its
support that has lapsed due to nonpayment. The administrative fee shall equal ten percent (10%) of the
then -current annual support fee for the lapsed support.
5. Client Responsibilities
5.1. Technical Service Request. The Client shall provide all information requested by Tiburon
necessary to complete its Technical Service Request form for each request for technical services,
Enhancements, and Out of Scope Services.
5.2. Remote Access. Ensure Tiburon (Cisco) VPN remote access including dedicated high speed
(T1 (1.544mb/s) or greater bandwidth). Access to Client servers on Client site(s) must be interactive, including
but not limited to PC Anywhere, Remote Desktop, VNC, telnet, secure shell (ssh) , and application -level TCP/IP
socket connectivity as determined necessary by Tiburon. Access provided to Tiburon must include local
administrative control of all servers involved in Tiburon implementation. In addition, Tiburon requires the ability
to dynamically upload/download files to the server(s) without third -party intervention. Client shall install and
monitor during the term of this Agreement a dedicated high-speed data connection, as set forth above, and any
other networking equipment specified in the Site, System and Network Specifications document (Exhibit 5) to
provide Tiburon remote access to the System. 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.
5.3. Physical Access. The Client shall provide Tiburon with physical access to the System at any
time during normal business hours. After normal business hours, the Client shall ensure that one of the
Technical Support Coordinators designated under Section 5.11 hereof (Technical Support Coordinators) can be
reached by phone or pager to (a) provide physical access to the System within two (2) hours of Tiburon's
request for such access, and (b) remain on -site until Tiburon determines that there is no longer a need for
physical access.
5.4. Maintenance and Back -Ups. The Client shall ensure that maintenance and back-up activities
relating to the Covered Applications and the System, including without limitation backing up databases and
journal logs, purging out of date records and running reports and performing diagnostics, are carried out in
accordance with the schedule and methodology specified in Exhibit 6 (Back Up Schedule and Procedures)
attached hereto and incorporated herein by this reference.
5.5. Data Input. The Client shall enter, update and maintain the input data as required for
satisfactory operation of the Covered Applications, and be responsible for the accuracy of all Client -provided
data.
5.6. Third -Party Product Support. The Client shall obtain, pay for and maintain in effect during
the term of this Agreement the technical support contracts for certain Third -Party Products as specified on
Exhibit 4 attached hereto and incorporated herein by this reference, 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.
5.7. System Security. 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.
5.8. System Change, Alteration, or Modification. The Client shall ensure that, with respect to
each Covered Application, such Covered Application is installed only on the Authorized Server and only at the
Authorized Site. The Client shall ensure that each Authorized Site conforms in all respects to the Site
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Specifications set forth on Exhibit 5 attached hereto and incorporated herein by this reference (the "Site,
System and Network Specifications"). 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.
5.9. Database Change Authorization. Client shall maintain a system to ensure that only
authorized personnel have the ability to make changes to the Client's database and that a list of all such
authorized personnel (and any updates thereto) be promptly delivered to the Tiburon Client Support Center.
Each request for any change to a Client's database shall be accompanied by a signed letter of authorization
from the Client's Authorized Client Representative, and shall contain all details of the requested change.
Tiburon cannot assist Client personnel other than those on the most current authorization list.
5.10. Authorized Client Representative. The Client shall designate, in a written notice delivered in
accordance with Section 24 hereof (Notices), a single individual to act as the Client's authorized representative
for purposes of this Agreement (the "Client Representative"). Such individual (a) must be authorized to act on
the Client's behalf with respect to all matters relating to this Agreement; (b) shall ensure the Client's compliance
with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules in connection with
Tiburon's services under this Agreement. The Client may change the individual designated hereunder by
providing Tiburon advance written notice delivered in accordance with Section 24 hereof (Notices) designating
the new individual authorized to act as the Client Representative.
5.11. Technical Support Coordinators. The Client shall designate, in a written notice delivered in
accordance with Section 24 hereof (Notices), 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 training required under Section 5.12 hereof
(Training) and shall otherwise be familiar with the Covered Applications 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 under
Section 5.3 hereof (Physical Access); (c) to provide on -site technical assistance as required by Tiburon to aid
Tiburon in performing its services hereunder; and (d) to review all Monthly Status Reports delivered hereunder.
The Client may change any individual designated hereunder by providing Tiburon with advance written notice
delivered in accordance with Section 24 hereof (Notices) designating the new individual authorized to act as a
Technical Support Coordinator.
5.12. Training. The Client shall ensure that all Technical Support Coordinators and other personnel
have received the training specified on Exhibit 3 attached hereto and incorporated herein by this reference, and
otherwise maintain sufficient personnel with sufficient training and experience to perform its obligations under
this Agreement.
5.13. Error Reproduction. Upon detection of any Error in any of the Covered 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.
6. Exclusions
6.1 Failure to Observe Obligations. Basic Support provided hereunder is expressly conditioned
on the observance of the responsibilities of the Client set forth in Section 5 hereof (Client Responsibilities) and
in the Software License Agreement. Any Additional Support Option provided hereunder is expressly
conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof (Client
Responsibilities), in the Software License Agreement and in the exhibit pertaining to such Additional Support
Option.
6.2 Erroneous Reported Problems. If Tiburon performs diagnosis of erroneously reported
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problems, the Client may be charged for such services at Tiburon's then current technical service rates plus all
related travel, per diem and other expenses invoiced as incurred.
6.3. Failure of Remote Access. If the Client fails for any reason to provide remote access to
the System as required by Section 5.2 hereof (Remote Access), Tiburon will, at the Client's request, provide
on -site services to correct an Error to the extent otherwise required hereunder and will charge the Client for
such services at Tiburon's then current technical service rates plus all related travel, per diem and other
expenses invoiced as incurred.
6.4. Unauthorized Modifications. Tiburon is under no obligation to correct any Error in any of
the Covered Applications if the Error is due to a modification or alteration to such Covered Application in
violation of the terms of the Software License Agreement or relates to any portion of such Covered
Application that has been affected by software not developed and/or installed by Tiburon. Tiburon is under
no obligation to correct any problems caused by any modification or alteration to any component of the
System or to the System Configuration in violation of the terms of this Agreement or caused by software or
hardware not developed and/or installed by Tiburon. If requested by the Client, Tiburon will provide technical
support services to resolve such problems pursuant to Section 2.4 hereof (Out of Scope Services).
6.5. Unauthorized Use. Tiburon is under no obligation to correct any Error in any of the
Covered Applications or any problems with any other component of the System if such Error or other
problem is caused by (a) accident, neglect, misuse or abuse on the part of any party other than Tiburon; (b)
is due to exposure to conditions outside the range of the environmental, power and operating specifications
provided by Tiburon in the Site Specifications set forth in Exhibit 5; or (c) use of any of the Covered
Applications or any other component of the System for any purpose other than that for which it was originally
acquired. If requested by the Client, Tiburon will provide technical support services to resolve such problems
pursuant to Section 2.4 hereof (Out of Scope Services).
6.6. Third -Party Products. Tiburon shall have no responsibility for correcting or resolving any
errors, defects or failures in any Third -Party Products. Tiburon's only obligation with respect to such Third -
Party Products is to assist with the coordination of support services with the appropriate third -party vendor to
the extent such support services are available to the Client.
6.7. Third -Party Product Compatibility. Unless specified on Exhibit 2, Tiburon shall have no
responsibility for any Third -Party Product provided and installed on or integrated into the System by any
other party without Tiburon's prior written authorization, including but not limited to responsibility for the
installation and integration of any such Third -Party Products, the condition, operation and performance of
any such Third -Party Products, the compatibility of any such Third -Party Products with the Covered
Applications, and any impact any such Third -Party Products have on the overall operation or performance of
any of the Covered Applications or any other component of the System. If requested by the Client, Tiburon
will provide technical support services pursuant to Section 2.4 hereof (Out of Scope Services) to resolve any
operation or performance problems relating to any of the Covered Applications or any other component of
the System caused by any such Third -Party Products or to assist with the integration of any such Third -Party
Products with or into any of the Covered Applications or any other component of the System.
6.8. General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, TIBURON
DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY OF THE COVERED APPLICATIONS OR ANY
OTHER COMPONENT OF THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES OR CONDITIONS OF SUITABILITY, MERCHANTABILITY, SATISFACTORY
QUALITY, TITLE, NON -INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE.
7. Protection of Confidential and Proprietary Information
7.1. All Client Confidential Information shall be held in strict confidence by Tiburon, and Tiburon
shall not, without the Client's prior written consent, disclose such information to any person or entity other
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than to Tiburon's employees or consultants legally bound to abide by the terms hereof and having a need to
know such information in connection with Tiburon's performance of the services hereunder, or use such
information other than in connection with the performance of the services hereunder. The term "Client
Confidential Information" shall include all Client data and other written information of a confidential nature
clearly labeled by the Client as being confidential. Tiburon understands and agrees that the unauthorized
use or disclosure of Client Confidential Information may irreparably damage the Client. In the event of
Tiburon's breach or threatened breach of any of the provisions in this Section 7.1, the Client shall be entitled
to an injunction obtained from any court having appropriate jurisdiction restraining Tiburon from any
unauthorized use or disclosure of any Client Confidential Information.
7.2. All Tiburon Confidential Information shall be held in strict confidence by the Client, and the
Client shall not, without Tiburon's prior written consent, disclose such information to any person or entity
other than to the Client's employees or consultants legally bound to abide by the terms hereof and having a
need to know such information in connection with the Client's performance of its obligations hereunder, or
use such information other than in connection with the performance of its obligations hereunder. The term
"Tiburon Confidential Information" shall include the Covered Applications and all other Tiburon software
applications, whether or not licensed to the Client, as well as any written information disclosed by Tiburon to
the Client under this Agreement, including, but not limited to, any trade secrets, confidential knowledge, data,
information relating to Tiburon products, processes, know-how, designs, formulas, methods, developmental
or experimental work, improvements, discoveries, plans for research, new products, marketing and selling,
business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and
clients, information obtained through contact with Tiburon's clients, proprietary information of Tiburon's
clients, and information regarding the skills and compensation of Tiburon's employees or other consultants.
The Client understands and agrees that the Tiburon Confidential Information constitutes a valuable business
asset of Tiburon, the unauthorized use or disclosure of which may irreparably damage Tiburon. In the event
of the Client's breach or threatened breach of any of the provisions in this Section 7.2, Tiburon shall be
entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Client from any
unauthorized use or disclosure of any Tiburon Confidential Information.
7.3. Notwithstanding Section 7.1 or Section 7.2 hereof, neither Client Confidential Information nor
Tiburon Confidential Information shall include information which the recipient can demonstrate by competent
written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the recipient,
generally known or available or otherwise part of the public domain; (b) is rightfully known by the recipient
without restriction on use prior to its first receipt of such information from the disclosing party as evidenced
by its records; (c) is hereafter furnished to the recipient by a third party authorized to furnish the information
to the recipient, as a matter of right and without restriction on disclosure; or (d) is the subject of a written
permission by the disclosing party to disclose.
• 7.4. Notwithstanding Section 7.1 or Section 7.2 hereof, or any other provision hereof, disclosure
of Client Confidential Information or Tiburon Confidential Information shall not be precluded if:
(a) such disclosure is in response to a valid order of a court or other governmental body
of the United States or any political subdivision thereof; provided, however, that the
recipient of such confidential information shall first have given notice to the other
party and shall have made a reasonable effort to obtain a protective order requiring
that the information to be disclosed be used only for the purposes for which the
order was issued;
(b) such disclosure is necessary to establish rights or enforce obligations under this
Agreement, but only to the extent that any such disclosure is necessary; or
(c) the recipient of such confidential information received the prior written consent to such
disclosure from the disclosing party, but only to the extent permitted in such consent.
7.5. The obligations hereunder with respect to each item of Client Confidential Information and
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Tiburon Confidential Information shall survive the termination of this Agreement.
8. Insurance
Tiburon shall procure at its own expense and maintain at all times while Tiburon is performing services under
this Agreement at the Client's facilities, (a) a comprehensive general liability insurance policy including
coverage for contractual liability for obligations assumed under this Agreement, blanket contractual liability,
products and completed operations and owner's and. contractor's protective insurance; and (b)
comprehensive automobile liability insurance policy including owned and non -owned automobiles. Liability
coverage shall be equal to or greater than thelimits for claims made under the California Tort Claims Act
with minimum coverage of $1,000,000 per occurrence (combined single limit for bodily injury and property
damage claims) or $1,000,000 per occurrence for bodily injury and $100,000 per occurrence for property
damage, Liability coverage shall be provided on an "occurrence" basis. "Claims made" coverage will not be
acceptable. Upon the Client's written request, Tiburon shall provide the Client with a certificate of insurance
evidencing Tiburon's compliance with the requirements of this section. Any such certificate shall provide that
coverage under the policy cannot be canceled and restrictive modifications cannot be made until at least
thirty (30) days prior written notice has been given to the Client.
9. Limitation of Liability
Tiburon's liability to the Client for any claim, whether in tort, contract or otherwise, shall be limited to the annual
maintenance fees paid hereunder for the period in which the cause of action occurred. IN NO EVENT
SHALL Tiburon BE LIABLE TO ANY PARTY FOR LOSS OR DAMAGES DUE TO ERRORS IN ANY OF
THE COVERED APPLICATIONS, OPERATOR ERROR, OR DATA CORRUPTION OR INACCURACIES.
IN NO EVENT SHALL. EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF
PROFIT OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER
LEGAL THEORY AND REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN
OF THE POSSIBILITY OF SUCH DAMAGES. THE LAWS IN SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE ABOVE
LIMITATION OR EXCLUSION SHALL BE CONSTRUED SO AS TO GIVE IT THE MAXIMUM PRACTICAL
EFFECT WITHOUT VIOLATING SUCH LAWS.
10. Informal Dispute Resolution •
10.1. The parties to this Agreement shall exercise their best efforts to negotiate and settle
promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set
forth in this Section 10.1.
(a)
If either party (the "Disputing Party") disputes any provision of this Agreement, or the
interpretation thereof, or any conduct by the other party under this Agreement, that
party shall bring the matter to the attention of the other party at the earliest possible
time in order to resolve such dispute.
(b) If such dispute is not resolved by the Account Manager and the Technical
Coordinators responsible for the subject matter of the dispute within ten (10)
business days, the Disputing Party shall deliver to the first level of representatives
below a written statement (a "Dispute Notice") describing the dispute in detail,
including any time commitment and any fees or other costs involved.
(c) Receipt by the first level of representatives of a Dispute Notice shall commence a
time period within which the respective representatives must exercise their best
effort to resolve the dispute. If the respective representatives cannot resolve the
dispute within the given time period, the dispute shall be escalated to the next higher
level of representatives in the sequence as set forth below.
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Master Support Agreement
(d) If the parties are unable to resolve the dispute in accordance with the escalation
procedures set forth below, the parties may assert their rights under this Agreement.
Escalation Timetable Tiburon Client
(Business Days) Representative Representative
0 to 5th Director of Account Management Client Representative
6`h to 10th Operations Manager [Client Designated]
11 th to 15th Executive Officer [Client Designated]
10.2. Notwithstanding the fact that the parties may be attempting to resolve a dispute in
accordance with the informal dispute resolution procedures set forth in Section 10.1 hereof, the parties agree
to continue without delay all their respective responsibilities under this Agreement that are not affected by the
dispute.
10.3. In the event that the parties are unable to resolve a dispute by complying with the informal
dispute resolutions procedures set forth in Section 10.1 hereof, the dispute shall be settled by arbitration in
accordance with Section 16 hereof (Arbitration).
10.4. Notwithstanding the foregoing, either party may, before or during the exercise of the informal
dispute resolution procedures set forth in Section 10.1, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests pending
completion of such informal dispute resolution procedures.
11. Termination
11.1. Termination for Failure of License. In the event that the license relating to any of the
Covered Applications is terminated or becomes unenforceable for any reason, Tiburon's obligation to provide
any support hereunder for such Covered Application shall immediately and automatically terminate.
11.2. Termination for Payment Defaults. In the event that the Client fails to pay when due all or
any portion of the annual fees required under Section 4.1 hereof (Annual Support Fees), Tiburon may
immediately, and without further notice to the Client, terminate this Agreement or suspend all or any portion of
the services hereunder for all or any portion of the Covered Applications until the Client's account is brought
current.
11.3. Termination for Other Defaults. Subject to completion of the dispute resolution procedures
set forth in Section 10.1 hereof (Informal Dispute Resolution), in the event that either party hereto materially
defaults in the performance of any of its obligations hereunder (other than payment defaults covered under
Section 11.2 hereof), the other party may, at its option, terminate this Agreement, by providing the defaulting
party thirty (30) days' prior written notice of termination delivered in accordance with Section 24 hereof
(Notices), which notice shall identify and describe with specificity the basis for such termination. If, prior to the
expiration of such 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 in accordance with Section 24
hereof), termination shall not take place.
11.4. Termination Without Cause. Either party hereto may terminate this Agreement without
cause by providing the other party at least ninety (90) days' prior written notice of termination delivered in
accordance with Section 24 hereof (Notices). The effective date for any termination pursuant to this Section
11.4 shall be the next occurring Payment Date.
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Master Support Agreement
11.5. 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 the Client under the Software License Agreement) and shall certify in a written
document signed by the Client Representative identified in Section 5.10 hereof (Authorized Client
Representative) that all such information has been returned. All provisions of this Agreement that by their
nature would reasonably be expected to continue after the termination of this Agreement shall survive the
termination of this Agreement.
12. Independent Contractor Status
The Client and Tiburon are independent contractors under this Agreement, and nothing herein shall be
construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither
party shall have any authority to enter into agreements of any kind on behalf of the other and shall have no
power or authority to bind or obligate the other in any manner to any third party. The employees or agents of
one party shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or
on behalf of any third party.
13.. Assignment
Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent
of the other party, which consent shall not be unreasonably withheld; provided, however, that Tiburon may
assign this Agreement to its successor in connection with a sale of its business without obtaining consent of
any party. Subject to the foregoing, each and every covenant, term, provision and agreement contained in this
Agreement shall be binding upon and inure to the benefit of the parties' permitted successors, executors,
representatives, administrators and assigns.
14. No Third Party Beneficiaries
This Agreement is entered into for the sole benefit of the Client and Tiburon and, where permitted above, their
permitted successors, executors,,representatives, administrators and assigns. Nothing in this Agreement shall
be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other
entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party
to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in
connection with this Agreement.
15. Governing Law
All questionsconcerning the validity, operation, interpretation, construction and enforcement of any terms,
covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance
with the laws of the State of California without giving effect to the choice of law principles thereof. The United
Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by
this Agreement.
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Master Support Agreement
16. Arbitration
All questions concerning the validity, operation, interpretation, construction and enforcement of any terms,
covenants or conditions of this Agreement, or the breach thereof, must be submitted to and resolved by final
and binding arbitration by the American Arbitration Association in accordance with its Commercial Arbitration
Rules then in effect. The parties understand and agree that the arbitration will be instead of any civil
litigation, except that either party may petition a court for a provisional remedy pursuant to Code of Civil
Procedure Section 1281.8, and that the arbitrator's decision will be final and binding to the maximum extent
permitted by law and enforceable by any court having jurisdiction thereof.
17. Venue
All legal proceedings brought in connection with this Agreement may only be brought in a state or federal
court located the County of Santa Clara in the State of California. Each party hereby agrees to submit to the
personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in
connection with this Agreement.
18. Advice of Counsel
Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into
this Agreement.
19. Amendment
No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument
referencing this Agreement signed by duly authorized representatives of each of the parties hereto.
20. Waiver
In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an
authorized representative of the party against whom enforcement of such waiver would be sought, it being
intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere
lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by
the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder
on a specific occasion shall be applicable to any facts or circumstances other than the facts and
circumstances specifically addressed by such waiver or to any future events, even if such future events
involve facts and circumstances substantially similar to those specifically addressed by such waiver. No
waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any
other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be
required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of
this Agreement.
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Master Support Agreement
21. Force Majeure
Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement
(and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of
the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable
precautions, and cannot reasonably be circumvented by the non -performing party through the use of
alternate sources, work -around plans, or other means; and (2) the failure or delay is caused, directly or
indirectly, by reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw
materials, equipment, power or supplies; war, terrorism or other violence; any law, order, proclamation,
regulation, ordinance, demand, or requirement of any governmental agency or intergovernmental body other
than a party hereto; or any other act or condition beyond the reasonable control of the non -performing party.
Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event"), the
non -performing party will be excused from any further performance of those obligations under this
Agreement affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and
(b) the non -performing party continues to use commercially reasonable efforts to recommence performance
whenever and to whatever extent possible without delay. Upon the occurrence of a Force Majeure Event,
the non -performing party will immediately notify the other party by telephone (to be confirmed by written
notice within two (2) business days of the failure or delay) of the occurrence of a Force Majeure Event and
will describe in reasonable detail the nature of the Force Majeure Event.
22. Severability
If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict
with any law of a federal, state, or local government having jurisdiction_ over this Agreement, such provision
shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in
effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force
and effect.
23. Entire Agreement
This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon
and the Client relating to the subject matter hereof and supersedes all quotes, proposals understandings,
representations, conditions, warranties, covenants, and all other communications between the parties (oral or
written) relating to the subject matter hereof. Tiburon shall not be bound by any terms or conditions contained
in any purchase order or other form provided by the Client in connection with this Agreement and any such
terms and conditions shall have no force or effect. No affirmation, representation or warranty relating to the
subject matter hereof by any employee, agent or other representative of Tiburon shall bind Tiburon or be
enforceable by the Client unless specifically set forth in this Agreement.
24. Notices
All notices, requests, demands, or other communications required or permitted to be given hereunder shall
be in writing addressed to the parties at theft respective addresses set forth below and shall be deemed to
have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at
the facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight
air courier service; or (d) three (3) business days after being deposited with the United States Postal Service,
for delivery by certified or registered mail, postage pre -paid and return receipt requested. All notices and
other communications regarding default or termination of this Agreement shall be delivered by hand or sent by
certified mail, postage pre -paid and return receipt requested. Either party may from time to time change the
notice address set forth below by delivering notice to the other party in accordance with this section setting forth
the new address and the date on which it will become effective.
Page 12 of 14
Master Support Agreement
If to Tiburon:
Tiburon, Inc.
6200 Stoneridge Mall Road, Suite 400
Pleasanton, California 94588
Attention: Contracts Manager
Phone: 925-621-2700
Fax: 925-621-2799
If to the Client:
Town of Los Gatos, California
Los Gatos/Monte Sereno Police Department
Attention: Captain Alana Forrest
110 East Main Street
Los Gatos, California 95031
Phone: 408-354-6859
Fax: 408-354-0578
25. Construction
The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and
ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this
Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and
not business days, unless otherwise expressly provided herein.
26. Counterparts
This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and
both of which shall constitute one and the same document.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
Page 13 of 14
Master Support Agreement
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have hereunto set their hands as set forth below.
Town of Los Gatos, California Tiburon, Inc.
By: By: I t ,,.6;7/
Name: ameUvlaria`Szymaie
Title: Title:CFO
Approved as to form:
• P uc4-'it .1 .rr ,'c t c )1 k 13.,10
ATTEST FOR THE TOWN OF LOS GATOS
Clerk Administrator
Page 14 of 14
Master Support Agreement
EXHIBIT 1
To
Master Support Agreement
DEFINITIONS
This Exhibit is attached to, incorporated into, and forms a part of the Master Support Agreement, dated
August 1, 2010, between Tiburon and the Client (herein referred to as the "Agreement"). Capitalized terms
used in the Agreement or any exhibit thereto shall have the definitions set forth herein unless otherwise defined
in the Agreement. In the event of conflict between the terms and conditions set forth herein and those set forth
in the Agreement, the terms and conditions set forth in the Agreement shall prevail.
1. "Account Manager" is defined in Section 2.1(c) (Account Manager) of the Agreement.
2. "Additional Support Option" is defined in Section 2.2 (Support Options) of the Agreement.
3. "As -Built Specifications" shall mean, with respect to any of the Covered Applications, the
specifications for such Covered Application delivered to the Client upon the Client's acceptance of such
Covered Application, as the same may be modified or supplemented from time to time to reflect Enhancements
provided hereunder.
4. "Authorized Server" shall mean, with respect to any of the Covered Applications, the server
identified as corresponding to such Covered Application on Exhibit 2 attached to the Agreement and
incorporated therein by reference.
5. "Authorized Site" shall mean, with respect to any of the Authorized Servers, the address and
room number identified as corresponding the such Authorized Server on Exhibit 2 attached to the Agreement
and incorporated therein by reference.
6. "Basic Support" is defined in Section 2.1 (Basic Support) of the Agreement.
7. "Client" is defined in the preamble to the Agreement.
8. "Client Confidential Information" is defined in Section 7.1 (Protection of Confidential and
Proprietary Information) of the Agreement.
9. "Client Representative" is defined in Section 5.10 (Authorized Client Representative) of the
Agreement.
10. "Communications Interfaces" shall mean ethernet networking, serial connectivity to net clock
and ANI/ALI, serial connectivity to HACMP, national, state and local governments, TCP/IP or other routing
statements.
11. "Tiburon" is defined in the preamble to the Agreement.
12. "Tiburon Confidential Information" is defined in Section 7.2 (Protection of Confidential and
Proprietary Information) of the Agreement.
13. "Covered Application" shall mean each software application developed by Tiburon in
accordance with the As -Built Specifications relating thereto which application is identified as a Covered
Application on Exhibit 2 attached to the Agreement and incorporated therein by reference, including all
Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation.
Page 1 of 3
Master Support Agreement
Exhibit 1, Definitions
14. Database Administration (DBA) Support shall mean services available to Clients to assist in the
administration of the system database.
15. "Derivative Works," shall mean, with respect to any Covered Application, any translation,
abridgement, revision, modification, or other form in which such Covered Application may be recast,
transformed, modified, adapted or approved after the Effective Date.
16. "Dispute Notice" is defined in Section 10.1 (Informal Dispute Resolution) of the Agreement.
17. "Disputing Party" is defined in Section 10.1 (Informal Dispute Resolution) of the Agreement.
18. "Documentation" shall mean, with respect to any Covered Application, those printed instructions,
manuals, and diagrams pertaining to and furnished with such Covered Applications.
19. "Effective Date" is defined in the preamble to the Agreement.
20. "Enhancement" shall mean, with respect to any Covered Application, a computer program
modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new
functions to, such Covered Application and that is integrated with such Covered Application after the Effective.
Date, or that is related to a given Covered Application but offered separately by Tiburon after the Effective Date.
21. "Enhancement Terms" shall mean, with respect to any Enhancement provided pursuant to the
Agreement, the mutually negotiated terms and conditions specifically relating to an Enhancement and included
as part of the Agreement in accordance with Section 2.3 (Enhancements) thereof.
22. "Error" shall mean, with respect to any Covered Application, a defect in the Source Code for such
Covered Application that prevents such Covered Application from functioning in substantial conformity with the
As -Built Specifications pertaining thereto.
23. "Maintenance Modification" shall mean, with respect to any Covered Application, a computer
software change integrated with such Covered Application during the term of the Agreement to correct any
Errors therein, but that does not alter the functionality of such Covered Application or add new functions
thereto.
24. Status Report" is defined in Section 2.1(d) (Status Reports) of the Agreement.
25. "Object Code" shall mean computer programs assembled or compiled from Source Code in
magnetic or electronic binary form on software media, which are readable and usable by machines, but not
generally readable by humans without reverse -assembly, reverse -compiling, or reverse -engineering.
26. "Out of Scope Services" shall consist of any services provided under this Agreement that are
outside the scope of those services specifically and expressly identified under, and provided pursuant to,
Section 2,1 (Basic Support), Section 2.2 (Support Options) or Section 2.3 (Enhancements) of the Agreement.
27. "Payment Date" shall mean a specific annual date that is agreed to between the Client and
Tiburon.
28. "Priority 1 CaII" shall mean a call requesting technical support for an Error in any Covered
Application or a failure of the Authorized Server on which such Covered Application is installed that prevents
continued use or operation of the System, impacts all or substantially all operators using the System, halts or
severely impacts critical System operations or endangers the integrity of any database on any of the Authorized
Servers. The term Priority 1 Call shall not include calls requesting technical support relating to a problem
encountered with substantially less than all functions of a Covered Application or all records of a database on
any of the Authorized Servers, or to a failure in individual components of the network communications
Page 2 of 3
Master Support Agreement
Exhibit 1, Definitions
equipment, communications lines, terminals, workstations, printers, terminal servers or modems. Tiburon shall
have exclusive authority for determining whether a Technical Service Request constitutes a Priority 1 Call.
29. "Protocol" shall mean the method governing exchange or transmission of data between devices.
Examples include, but are not limited to TCP/IP, SNA, CDPD, RNC, RS232.
30. "Site Specifications" is defined in Section 5.9 (System Change, Alteration, or Modification) of the
Agreement.
31. "Software License Agreement" shall mean any software license agreement between Tiburon
and the Client pursuant to which Tiburon has granted a limited license to use the Covered Applications in
accordance with the terms and conditions thereof, as the same may be amended or otherwise modified from
time to time.
32. "Source Code" shall mean computer programs written in higher -level programming languages,
sometimes accompanied by English language comments. Source Code is intelligible to trained programmers
and may be translated to Object Code for operation on computer equipment through the process of compiling.
33. "System" shall mean the Client's computer automated system consisting of the Covered
Applications combined with any of the Authorized Servers, the operating systems installed on each of the
Authorized Servers, any database or other third party software products installed on any of the Authorized
Servers, any PC or other workstation equipment having access to any of the Covered Applications, any
Communications Interfaces installed on any of the Authorized Servers, any network communications
equipment and any other third party software, wiring, cabling and connections and other hardware relating to
any such Authorized Servers, workstation or network communications equipment located at any of the
Authorized Sites.
34. "System Configuration" shall mean the configuration for the System other than the Covered
Applications existing as of the Effective Date together with any modifications or alterations thereto permitted
hereunder, including without limitation the configuration of the Authorized Servers, any operating system
installed on any of the Authorized Servers, any database or other third party software products installed on any
of the Authorized Servers, any PC or other workstation equipment having access to any of the Covered
Applications, any network communications equipment and any other third party software, wiring, cabling and
connections and other hardware relating to any such Authorized Server, workstation or network
communications equipment located at any of the Authorized Sites,
35. "Technical Support Coordinator" is defined in Section 5.11 (Technical Support Coordinators) of
the Agreement.
36. "Third -Party Products" shall mean all software and hardware components of the System other
than the Covered Applications.
37. "Warranty Period" shall mean, with respect to any Covered Application, the warranty period for
such Covered Application set forth on Exhibit 2 attached to the Agreement and incorporated therein by
reference.
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Master Support Agreement
Exhibit 1, Definitions
EXHIBIT 2
To
Master Support Agreement
COVERED APPLICATIONS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated August
1, 2010, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein, In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
Tiburon will provide the Basic Support described in Section 2,1 (Basic Support) of the Agreement for the
software applications identified in the table below. The annual fee for such support shall be as set forth in
the table below, Such support will commence upon the expiration of any applicable Warranty Period as set
forth in the table below.
CLIENT #-M195-11
Covered Hours Make, Model, Serial Number Warranty Period Annual Fee
Application (24x7 or of Authorized Server
8x5) Period Start Stop
Date Date
CAD 24x7 12 8/1/11 7/31/12 $21,742.00
PRMS 8x5 12 8/1/11 7/31/12 $34,879.00
ARS/MDS 8x5 12 8/1/11 7/31/12 $14,493,00
Oracle 8x5 12 8/1/11 7/31/12 $ 3,159.00
Authorized Site
110 East Main Street
Los Gatos, California 95031
Total $74,273.00
Page 1 of 1
2011-2012 Master Support Agreement
Exhibit 2, Covered Applications
EXHIBIT 4
To
Master Support Agreement
THIRD -PARTY SUPPORT CONTRACTS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
200_, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
List of third party support contracts to be provided
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Master Support Agreement
Exhibit 4, Third Party Support Contracts
EXHIBIT 3
To
Master Support Agreement
TRAINING
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
200, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
List of training that took place to be provided
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Master Support Agreement
Exhibit 3, Training
EXHIBIT 5
To
Master Support Agreement
SITE, SYSTEM AND NETWORK SPECIFICATIONS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
200_, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
Site, System and Network Specifications to be provided
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Master Support Agreement
Exhibit 5, Site, System and Network Specifications
EXHIBIT 6
To
Master Support Agreement
BACK UP SCHEDULE AND PROCEDURES
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated
200_, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein
shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict
between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
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Master Support Agreement
Exhibit 6, Back Up Schedule and Procedures
EXHIBIT 7
To
Master Support Agreement
WARRANTY & MAINTENANCE SUPPORT — GUIDELINES & OPTIONS
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated August
1, 2010, between the Client and Tiburon (herein referred to as the "Agreement").. Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
-- The Exhibit follows this cover page --
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Master Support Agreement
Exhibit 7, Warranty & Maintenance Support —Guidelines & Options
EXHIBIT 8
To
Master Support Agreement
Systems Administration Support Services
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated August
1, 2010, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
-- The Exhibit follows this cover page --
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Master Support Agreement
Exhibit 8, System Administration. Support Services
EXHIBIT 9
To
Master Support Agreement
DBA SERVICES
This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated August
1, 2010, between the Client and Tiburon (herein referred to as the "Agreement"). Capitalized terms used
herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of
conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and
conditions set forth in the Agreement shall prevail.
-- The Exhibit follows this cover page --
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Master Support Agreement
Exhibit 9, DBA Services
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