2000-110-Authorizing The Town Manager To Execute An Agreement With Tiburon, Inc. For An Extended Service Maintenance Agreementr
RESOLUTION 2000 -110
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE AN
AGREEMENT WITH TIBURON, INC.
FOR AN EXTENDED SERVICE MAINTENANCE AGREEMENT
WHEREAS, an agreement for extended service maintenance is critical to the
Police Department's computer aided dispatch :and records management system; and,
WHEREAS, an annual extended service agreement is offered by
Tiburon, Inc..
RESOLVED, by the Town Council of the Town of Los Gatos, County of
Santa Clara, State of'California, that the Town of Los Gatos enter into an agreement
with Tiburon, Inc. for an extended service maintenance agreement and that the Town
Manager is authorized, and is hereby directed, to execute said agreement in the name
and on behalf of the Town of Los Gatos.
PASSED AND ADOPTEll at a regular meeting of the Town Council of the
Town of Los Gatos, California, held on the 18th day of September, 2000, by the
following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Jan Hutchins, Linda Lubeck, Joe Pirzynski,
Mayor Steven Blanton
NAYS : None
ABSENT.: None
ABSTAIN: None
SIGNED
LOS
ATTEST':
CLEIr.I~ OF THE TOWN LOS GATOS
LOS c~ATOS, CALIFORNIA
S GATOS
i
TIBURON, INC.
AGREEMENT FOR EXTENDED SERVICE
This Agreement is $ntered .into this day of , 2000, by and between Town of Los Gatos, 110 E.
Main Street., Los Gatos, CA 95031 (hereinafter referred to as "CLIENT") and Tiburon, Inc. (hereinafter
referred to as "TIBURON"), having its primary place of business at 39350 Civic Center Drive, Suite 280,
Fremont, California 94538.
IT IS HEREBY AGREED:
WHEREAS, CLIENT has determined that ft requires the categories of application software maintenance on
the software systems which have been provided to CLIENT 'by TIBURON under a separate .agreement
(hereinafter the "PROGRAM"). These software systems are identified in Exhibit A, which is attached hereto
and hereby incorporated by reference, and
WHEREAS, CLIENT requires the provision of professional and technical services and .materials as specified
in this Agreement, and
WHEREAS, TIBURON is qualified to provide the services and materials required by CLIENT as specified in
this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein, CLIENT .and TIBURON
agree as follows:
1. PERIOD OF PERFORMANCE
The term under which TIBURON shall be obligated to pertorm under this Agreement shall be for the
time period specified in Exhibit A, and shall continue for this time .period or :until this .Agreement has
otherwise been terminated as..provided herein.
2. STATEMENT OF WORK
With respect to the PROGRAM, TIBURON shall perform the following maintenance services:
a. TIBURON shall retain a copy of the PROGRAM source code.
b. If during the term of this Agreement, (1) CLIENT discovers defects in the PROGRAM
such that the PROGRAM will not perform in accordance with the specifications as
previously accepted by CLIENT, (2) :CLIENT notifies TIBURON of such defects in
writing; and (3) such defects are reproducible; then TIBUAON shall. provide timely
corrections of such defects..
c. If problems arise concerning the PROGRAM, TIBURON shall provide telephone
assistance .and support via remote dial-in.
d. If remote support is available, but an on-site visit is required to correct the defect,
TIBURON will travel to the site at no additional charge 'if the problem lies solely with
TIBURON application software. If CLIENT is unable to provide remote dial-in and an
on-site visit is necessary to correct the problem, TdBURON will bill for travel and per
diem costs.. if the problem is CLIENT generated, CLIENT is responsible for all fees
and expenses and will be billed at 1'IBURON's current service rate 'in addition to all
travel costs.
e. TIBURON shall provide CLIENT with a quarterly status report to include a summary
V2 Ext Svc Agree -Los Gatos 9-6-00 Page 1 of 5 ATTACHMENT 2
of site activity and client requests.
f. TIBURON shall provide atoll-free telephone service for routine operational and
technical assistance. _.
Technical and operational service shall be available during TIBURON's normal
support hours of 8:00 a.m. to -5:30 p.m. Pacific Time (excluding weekends and
TIBURON holidays) and at additional times according to the terms defined in the
Schedule of Services and Charges in Exhibit B which is attached hereto and hereby
incorporated by reference.
g. TIBURON shall provide software upgrades and enhancements as per the Schedule
of Services and Charges attached hereto as Exhibit B. .Any installation and special
tailoring ..required shall 'be charged at the Technical Service Rate as identified in
Exhibit B. All such software provided by TIBURON shall be covered by the terms of
this Agreement.
If CLIENT has source code on-site., and corrections for reported .problems or defects are due
substantially to CLIENT's errors or CLIENT's changes to the system environment, or relate to
CLIENT-modified portions of the PROGflAM or to portions of the 'PROGRAM affected by CLIENT-
providedsoftware;, or if diagnosis of problems reported erroneously shall be .performed by TIBURON,
CLIENT will be charged at the Technical Service Rate, plus applicable travel and per diem expenses.
3. CLIENT RESPONSIBILITIES
CLIENT agrees to provide those services and facilities defined below which are necessary for the
provision of services by TIBURON under this .Agreement. CLIENT and TIBURON agree that the
scope and schedule of services to be provided by TIBURON .under this Agreement depend upon the
timely fulfillment of CLIENT responsibilities.
a. CLIENT shall assign a coordinator to ensure that CLIENT's duties set forth in this
Agreement are met, to coordinate appropriate schedules in connection with
TIBURON's services hereunder, and to provide other coordination activities which are
necessary for TIBURON to .perform its services hereunder. CLIENT shall maintain
performance logs documenting trouble calls and availability of on-line systems
according to procedures provided by TIBURON.
b. CLIENT shall assign individuals who are familiar with the '.PROGRAM, and who are
able to provide on-site technical assistance as required byTIBURON to aid TIBURON
in performing its services. CLIENT personnel will screen operationalassistance calls
and .handle operational .problems where appropriate.
c. CLIENT shall ensure that appropriate maintenance activities are carried out on a
regularly scheduled basis in accordance with site documentation.. This .includes but is
not limited to backing up the database and .journal logs, purging out of date records
and running reports and performing diagnostics. as requested by TIBURON.
d. CLIENT shall provide dial-in access to CLIENT's computer, making it .accessible by
TIBURON for remote service. CLIENT is responsible for the provision of aII local
equipment (dial-up modems., telephone termination, communications port, etc.)
required to support access by TIBURON. 'If CLIENT has source code on-site., CLIENT
shall also compile programs and run appropriate tests following each remote :access
as requested by TIBURON. In the event that CLIENT does not comply with these
provisions., Technical Service charges as specified in Exhibit B shall apply.
e. CLIENT shall meet with TIBUAON as may be reasonably required to discuss
vz.ext svc agree -Los Gatos s-s-oo Page 2 of 5
operational issues and the status of the PROGRAM and provide timely .responses to
issues related to maintenance and PROGRAM performance raised in writing by
TIBURON.
CLIENT shall update and maintain the input data as may be .required for satisfactory
PROGRAM operation, and be responsible for the accuracy of CLIENT-provided data.
g. 1f CLIENT'has source code., CLIENT shall. provide TIBURON with a completecopy of
the production source code in a format compatible with TIBURON's support
environment so that TIBURON has ready access to the code for maintenance work.
Complete replacement copies shall be made available on a timely basis upon request
by TIBURON.
h. If CLIENT has source code, CLIENT shall be responsible for storing a complete copy
of the production source code .off site as an emergency backup.
4, PAYMENT
CLIENT shall make payments to TIBURON .based on invoices submitted. Schedules and amounts of
invoices shall be determined in accordance with Exhibit B.
5. .INDEPENDENT CONTRACTOR
Each party hereto, in performance of this Agreement, will be acting in its own capacity. 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. TIBURON will be responsible for payment of payroll
taxes, unemployment insurance, and similar obligations with respect to its own employees, and no
deductions shall be made from payments due under this Agreement for that or any other related
.reason.
6. LICENSE
With respect to each change, correction, or enhancement to 'PROGRAM furnished to CLIENT .under
this Agreement, TIBURON grants 'to CLIENT a perpetual, non-exclusive, non-assignable, non-
transferable license to use sudh change, correction., or enhancement solely as part of the
PROGRAM.
7. CLIENT'MODIFICATIONS
If CLIENT has source code on-site, CLIENT shall not make any changes or modifications to
TIBURON application software or to application software operating environment without TIBURON's
prior written authorization. Any such changes without TJBURON's prior written authorization shall be
deemed unauthorized and in violation of the terms and conditions of this Agreement.
At no additional cost to CLIENT, TIBURON shall provide updates to the TIBURON External 'Interface
Software and/or documentation, including all existing screen formats currently supported by
TIBURON, for all legal requirements or..modifications mandated by NCIC, or the CLIENl''s respective
'State, when such requirements or modifications require aprogramming/source code change to the
Licensed Software. Changes mandated. or offered by CLIENT's respective City and/or County are
not covered. Changes to State and/or NCIC protocols .are considered outside the scope of this
Agreement.
v2 Ext svc Agree -t.os Gatos s-s-oo Page 3 of 5
8. CONFIDENTIAL INFOAMAl"ION
TIBURON shall regard all CLIENT files and data as CLIENT's confidential 'information. TIBURON
shall not release said data to outside parties without written consent of CLIENT. To the extent
allowed by law, CLIENT shall regard all software and documentation provided by TIBURON as
confidential information. CLIENT shall not release or provide access to said software and
.documentation to outside parties without written consent of TIBURON.
9. TERMINATION
This :Agreement may be terminated by either party by giving at least a.ninety (90) day advance written
notice to the other party.
Upon termination of this .Agreement for any reason, the provisions relating to Confidential Information
and'License shall survive.
10. INSURANCE
TIBURON shall, at its own expense.; at all times while TIBURON is performing services at CLIENT`s
facilities, maintain in force:
a. A comprehensive general liability insurance .policy including coverage for contractual
liability for obligations .assumed under the contract documents, 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; and
c. Liability coverage shall be equal. to or greater than the limits for claims made under
the California Tort Claims .Act with minimum coverage of .$500,000 per occurrence
(combined single limit for bodily injury and property damage claims) or $500,000 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.
All of the above policies of .insurance shall 'be .primary insurance and shall name CLIENT as an
additional insured.
Certificates of insurance acceptable to CLIENT shall, upon request, be filed with CLIENT, prior to the
commencement of any services at CLIENT facilities by TIBURON. Each certificate shall provide. that
coverage under the policy cannot be canceled and restrictive modifications cannot be made until at
least 30 days prior written notice has been given to CLIENT.
11. AMENDMENTS
This Agreement may 'be amended upon mutual written agreement by CLIENT and TIBURON to
include.,. but not be limited to, additional. services .and support, continuation of maintenance of the
equipment and software, replacements, and upgrades.
12. APPLICABLE LAW
This Agreement shall be construed in accordance with and governed by the laws of the State of
California.
v2 Ext Svc Agree -Los Gatos 9-6-00 Page 4 Of 5
13. LLMITATION OF LIABILITY AND REMEDIES
a. Limited Warranty
While this Agreement is in effect, TIBURON warrants that all computer programs
developed or provided under this Agreement will conform to such applicable
specifications as may be .developed under this Agreement.
THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES., EXPRESS
OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
b. Limitation of Damages and Remedy
TIBURON's liability hereunder for damages shall not exceed the annual maintenance
charge paid to TIBURON for the period in which the cause of action occurred. In no
event shall TIBURON be responsible for any indirect, consequential, incidental, or tort
damages.
14. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties as to the subject matter
hereof and merges all prior discussions between them, and .neither party shall be bound by any .prior
representations., conditions, understandings, or warranties except for original system warranties or
those expressly provided herein, or in any surviving terms of ,prior written agreements between the
parties hereto, or in any written agreements signed by representatives of the parties on ox
subsequent to the date of this Agreement. No provision appearing on any form originated'by CLIENT
shall have any force or effect unless such provision is expressly accepted. in writing and signed by a
representative of TIBURON.
IN WITNESS WHEREOF, the parties have hereunto set their hands on the dates set forth. below.
CLIENT
Signature of Authorized Representative
Name
Title
TIBURON
~~ ~
Signature of Authorized R~ r sent ive
Charles H. Bridges Jr.
Name
Vice President and Chief Financial Officer
Title
Date
September 6, 2000
Date
v2 Ext Svc Agree -.Los Gatos 9-6-00 Page 5 of 5
EXHIBIT A
TO THE :AGREEMENT FOR EXTENDED SERVICES
SOFTWARE SUPPORT AND MAINTENANCE FEES
CLIENT CONTACT -Deborah Lairmore
Town of Los Gatos CLIENT #U195-00
110 E. Main Street
Los Gatos, CA 95031
Support and Maintenance provided to the CLIENT listed .above shall be pursuant to the terms and conditions of the
TIBURON Agreement for Extended Service dated , 2000.
This Exhibit_A shall become part of said Agreement upon signature and shall be effective from September 30,.
2000, to July 31, 2001. The Agreement applies only to the application software and software modules listed
below and will be billed in advance annually, unless otherwise set forth in Exhibit B. Upon future renewals,
there will be an additional charge to any CLIENT requiring semi-annual or quarterly invoices.
Software Model Months .CPU Make
'CAD DDP 10
RMS DDP 10
Optional items from Exhibit B to be filled in'by CLIENT.
.Software Model Months CPU Make
Model Serial #
~.a~
Model Serial #
Grande Total
Total Fees
$9.,041.66
$15,256.66
$24,298.32
IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized representatives.
CLIENT
Authorized Signature
'Name
Title
Date
TIBURON
Atthorized Signature
Charles H. Bridges Jr.
Name
Vice President and Chief Financial Officer
Title
September 6, 2000
Date
Los Gatos Exhibit A for t0 Months Page 1 of 1
EXHIBIT B
TO THE AGREEMENT FOR EXTENDED SERVICE
SCHEDULE OF SERVICES AND CHARGES
BASIC SERVICES $ $24,298.32 per year
TIBURON will provide basic services as defined in the Statement of Work contained in Section. 2 of the
Extended Service Agreement for the software systems as defined in Exhibit A.
Support for Computer Aided Dispatch, Message Switch and Corrections Management Systems is 24 hours
per day, 7 days per week. Support for other products is from 8:00 a.m. to 5:30 p.rn. Pacific Time, excluding
weekends and normal TIBURON fiolidays, unless the "24/7" Service Option is selected. In all cases, call-out
charges will applyas described below.
"24/7" SERVICE OPTION $7,000.00 per year/per system ,
,~1~
(in~t' idis)
Products not normally covered by 24-hour support may optionally be supported with 24-.hour coverage
(including TiBURON holidays). Applicable call-out charges continue to apply. If this option is not in force,
technical support requests outside of covered hours are charged at technical service rates as defined below.
RELEASE MANAGEMENT PROGRAM Included
New software releases are provided for CLIENT'S version of the RISC and HP CAD or the SS/2000 Police
and Fire RMS Systems and Relational Data System programs. New software versions typically include
significant application changes and may require TIBURON's technical support to install. TIBURON services
may be charged at the Technical Services Rate defined- below, if agreed upon in writing, in advance.
Significant application changes include but are not iirnited to system architecture, user interfaces, system
externals, and database structure.
Software releases include problem fixes and software enhancements. They do not typically require
TIBURON's on site assistance to install. TIBURON installation and special tailoring, if .required, may be
charged at the Technical Service Rate defined below.
New Products
Additional TIBURON software systems, subsystems and TIBURON provided third-party products.., such as
hardware,, and networking software may be acquired under this Agreement. TIBURON installation, special
tailoring, license fees .and third-party peripherals required shall be charged at the then current Technical
Services Rate or as quoted by the third party.
PREPAID TECHNICAL SUPPORT RESOURCE POOL $ ~,~
{amount) (i ' ' s)
A dollar amount is allocated to a Technical Support Resource Pool. The charges for Technical Support will
always be calculated at the TIBURON Facility rate and will be subtracted from this dollar amount as incurred.
Any unused portion of this account is carried over to the next contract year.
Los Gatos Exhibit B for t0 Months Page 1 of 3
GOLD CARD SERVICE OPTION Quote available on request ~`~
A total support program is tailored for CLIENT and includes a schedule of on-site visits 'by TIBURON
personnel for data 'base .management, working with end users rto :identify and resolve problems and to apply
agreed upon software changes, installation of new software products obtained through this Agreement, and
a comprehensive training program. (If selected by CLIENT the terms of this option are defined in the Gold
Card Service Schedule will be attached as Exhibit C and incorporated herein by reference.)
OPERATIONS REVfE1N .Included
Tiburon personnel will visit CLIENT site periodically and meet with management, .operations and other user
personnel to conduct an operations review of the systems and an analysis of the CLIENT's automation
requirements. A report will be produced to include observations and recommendations regarding the
CLIENT's use of the system. Working with the CLIENT, this review will be further documented in the form of
a multi-year automation plan for the CLIENT. There will be no charge for this service if total annual
maintenance exceeds $20,000.
TIBURON USER GROUP MEMBERSHIP Included
Two voting memberships in the Tiburon User Group are included 'in Basic Services. The National User
Group Conference is held annually at a location near TIBURON's Headquarters office in Fremont, California.
TECHNICAL SERVICE RATES
Technical Services Rates shall be deducted from the Prepaid Technical Support Resource Pool, or if that
option is not available, #hey shall be invoiced to CLIENT as incurred.
1. Technical Service Rates
Technical support shall be charged at the following .rates:
At TIBURON Facilities: $ 125 per staff hour
At CLIENT Site: $150 per staff hour
A minimum of four (4) hours per occurrence will be charged for work conducted at TIBURON
facilities and a minimum of eight (8) hours at CLIENT site for Technical Services .:not covered
under Basic Services or "24/7" Service Option as described previously.
2. Materials, Travel and Per Diem Expenses
When applicable, all. special materials,. plus travel and per diem expenses shall be charged to
CLIENT at cost.
3. Call-Out Charges
Systems not covered under 24/7 support, call-outs will be billed at $250 per call. After the first
hour, the rate is $250 per hour with a'two-hour minimum.
df CLIENT'S systems are covered under the 24/7 support, the off-hour call-out fee is $50.
Los Gatos Exhibit 6 for 10 Months 'Page 2 Of 3
4. Remote Access
All charges in this Agreement are predicated on CLIENT providing the required hardware,
software, and operating environment for dial-in service. If' CLIENT does not provide this support
for dial-in service, the :following additional charge will apply:
$500 per month per system supported
fn addition, travel and per diem expenses for on-site support. required due to lack of remote
access will be charged as defined in Exhibit B, page 9, :item 1.
PAYMENT'PROVISIONS
Payments due ..under this Agreement shall be made based on invoices submitted in advance on an annual
basis for Basic Services and Options or as 'incurred for miscellaneous expenses.
TIBURON reserves the right to adjust the CLIENT's annual .fee with a.ninety (90) day advance written notice
of adjustments. The annual .adjustment will not exceed seven percent {7%). The adjustment will become
effective on the anniversary date of this Agreement.
The amount of any tax, license, or,permit fees, but not including taxes on income, that may be imposed or
levied upon this Agreement, the transaction, or the materials or services delivered hereto, shall be added to
each invoice and paid by CLIENT in addition to the amounts shown above.
CLIENT shall .pay each invoice within thirty (30) days of receipt thereof.
IN WITNESS WHEREOF the parties .have executed this Agreement by their duly authorized representatives.
CLIENT
Authorized Signature
TIBURON
C__1C.S~.-~-~-I
Authorized Signature
Name
Title
Date
Charles'H. Bridges Jr.
Name
Vice President and Chief Financial Officer
Title
September 6, 2000
Date
Los Gatos Exhibit $ for 10 Months Page 3 Of 3
EXHIEIT A
TO THE AGREEMENT FOR EXTENDED SER1/ICES
SOFTWARE SUPPORT AND MAINTENANCE FEES
CLIENT CONTACT-Deborah Lairmore
Town of Los Gatos CLIENT #0195-00
110 E. Main Street
Los Gatos, CA 95031
Support and Maintenance provided to the CLIENT.listed above shall be pursuant to the terms and conditions of the
TIBURON :Agreement for Extended Service dated , .2000.
This Exhibit A shall become part of said Agreement upon signature and shall be effective from July 31, 2000, to
September 30, 2000. The Agreement applies only to the application software and software modules .listed below
and will be billed in advance annually, unless otherwise set forth in Exhibit B. Upon future renewals,, there will be
an additional charge to any CLIENT requiring semi-annual or quarterly invoices.
Software Model Months
CAD DDP 2
RMS DDP 2
:CPU Make .Model .Serial #
Optional .items from Exhibit B to be filled in by CLIENT.
Software Model Months CPU .Make
Grand Total
iN WITNESS WHEREOF the.parties have executed this Agreement by their duly authorized representatives.
CLIENT
Authorized Signature
Name
Title
Date
Total
Model Serial
Total Fees
$1,808.34
$3,051..34
$4,859.68
T'IBURON
Authorized Signature '~~~ "
Charles H. Bridges Jr.
Name
Title
Vice President and Chief Financial Officer
September 6, 2000
.Date
tos Gatos Exhibit Afor 2 Months Page 1 of 1
EXHIBIT B
TO THE AGREEMENT FOR EXTENDED SERVICE
SCHEDULE OF SERVICES AND CHARGES
BASK SERVICES $ $4.859.68 per year
TIBURON will provide basic services as defined in the Statement of Work contained in .Section 2 of the
:Extended Service Agreement for the software systems as defined in Exhibit A.
Support for Computer Aided Dispatch, Message Switch and Corrections Management Systems is 24 hours
per day, 7 days per week, Support for other products is from 8:00 a.m. to 5:30 p.m. Pacific Time, excluding
weekends and normal TIBURON holidays, unless the "24/7" Service Option is selected. In all cases, call-out
charges will applyas described .below..
"24/7" SERVICE OPTION $7;000.00 per year/per system ~~
(init'
Products not normally covered by 24-hour support may optionally be supported with 24-hour coverage
{including TIBURON holidays). Applicable call-out charges continue to apply. If this option is not in force,
technical support requests outside of covered hours are .charged at technical service rates as defined below.
.RELEASE MANAGEMENT PROGRAM Included
New software releases are provided for CLIENT's version of the 'RISC .and HP CAD or the 8S/2000 Police
and Fire RM$ Systems and Relational Data System programs. New software versions typically include
significant .application changes and may require TIBURON's technical support to install. TIBURON services
may be charged at the Technical Services Rate defined below,. if agreed upon 'in writing, in advance.
Significant application .changes include but are not limited to system architecture, .user interfaces, system
externals, and database structure.
Software releases .include problem fixes and software enhancements. They do not typically require
TIBURON's on site assistance to install. 1"IBURON installation and special tailoring, if required, may be
charged at the Technical Service Rate defined below.
New Products
Additional TIBURON software systems, subsystems and TIBURON provided third-..party products, such as
hardware, and networking software may be acquired under this Agreement. TIBURON installation, special
tailoring, license fees and third-party peripherals required shall be charged at the then current Technical
Services Hate or as quoted by the third party.
PREPAID TECHNICAL SUPPORT RESOURCE POOL $ ~~
(amount) (,i ' ' Is)
A dollar amount is allocated to a Technical Support Resource Pool. The charges for Technical Support will
always be calculated at the TIBURON Facility rate and will be subtracted from this dollar amount as incurred.
Any unused portion of this account is carried over to the next contract year.
Los Gatos Exhibit$ fort Months Page 1 of 3
GOLD CARD SERVICE OPTION Quote available on request Nl
A total support program is tailored for CLIENT and includes a schedule of on-site visits by TIBUAON
personnel for data .base management, working with end users to .identify and resolve ..problems and to apply
agreed upon software changes, installation of new software products obtained through this Agreement, and a
comprehensive training program. (If selected by CLIENT the terms of this option are defined in the Gold
Card Service Schedule will be attached as Exhibit C and incorporated herein by reference.)
OPERATIONS REVIEW Included
Tiburon personnel will visit CLIENT site periodically .and meet with management, operations and other user
.personnel to conduct an operations review of the systems and an analysis of the CLIENT's automation
requirements. A report will be produced to include observations and recommendations regarding the
CLIENT's use of the system. Working with the CLIENT, this review will be further documented in the form of
a multi-year automation .plan for the CLIENT. There will be no charge for this service if total annual
maintenance exceeds $20,000.
TIBURON USER GROUP MEMBERSHIP Included
Two voting memberships in the Tiburon User Group are included in Basic Services. The National User
Group Conference is held annually at a location near TIBURON's Headquarters office in .Fremont, California.
TECHNICAL SERVICE RATES
Technical Services Rates shall be deducted from the Prepaid Technical Support Resource Pool, or if that
.option is not available; they shall be invoiced to CLIENT as incurred.
1. Technical Service Rates
Technical support shall be charged at the following rates:
At TIBURON Facilities: $ 125 per staff hour
At CLIENT Site: $ 150 per staff hour
A .minimum of four (4) hours per occurrence will be charged for work conducted at TIBURON
facilities and a minimum of eight (8j hours at CLIENT site for Technical Services not covered
under Basic Services or "24/7" Service Option as described previously.
2. Materials, Travel and Per Diem Expenses
When applicable, all special materials, plus travel and per diem expenses hall be charged to
CLIENT at cost.
3. Call-Out Charges
Systems not covered under 24/7 support, call-outs will be billed at $250 ,per call. After the first
hour, the rate is $250 per hour with atwo-hour minimum.
If CLIENT'S systems are covered under the 24/7 support, the off-hour call-out fee is $50.
Los .Gatos Exhibit 8 for 2 Months Page 2 Of 3
4. Remote Access
All charges in this Agreement are predicated on CLIENT .providing the required hardware.,
software,.. and operating environment for dial-in service. If CLIENT does not provide this support
for dial-in service, the following additional charge will apply:
$500 per month per system supported
In addition, travel and per diem expenses for on-site support required due to lack of remote
access will be charged as defined in Exhibit B, .page 9, item 1.
PAYMENT PROVISIONS
Payments due under this Agreement shall be made based on invoices submitted in .advance on an annual
basis for Basic Services and Options or as incurred for miscellaneous expenses.
TIBURON reserves the right to adjust the CLIENT's annual fee with a ninety (90) day advance written notice
of adjustments. The annual adjustment wilt not exceed seven percent (7%). The adjustment will become
effective on the anniversary date of this. Agreement.
The amount of any tax, license, or permit fees, but not including taxes on income, that .may be imposed or
'levied upon this .Agreement, the transaction, or the materials or services delivered hereto, shall be added to
each invoice and paid by CLIENT in addition to the amounts shown above.
CLIENT shall pay each invoice within thirty (30) days of receipt thereof.
1N WITNESS WHEREOF the parties have executed this Agreement by their duly authorized representatives.
CLIENT
Authorized Signature
Name
TiBURON
-}-I .,~
Authorized Signature ~/
Charles H. Bridges Jr.
Name
Title.
.Date
Vice President and Chief Financial Officer
Title
September 6, 2000
Date
Los Gatos Exhibit B for 2 Months Page 3 of 3