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HomeMy WebLinkAboutexhibit 1 - license agreementTIBURON, INC. AND THE CITY OF MIAMI, FLORIDA FIRE -EMS RMS PROJECT SOFTWARE LICENSE AGREEMENT This Software License Agreement is made and entered into as of the day of , 200_ (the 4Effective Date"), by and between the City of Miami, Florida (the "Licensee"), and Tiburon, Inc., a Virginia corporation, with its principal place of business at 39350 Civic Center Drive, Fremont, California, 94538 ("Tiburon"). RECITALS WHEREAS, Tiburon has developed certain software applications that have been installed on the Licensee's automated computer system and the Licensee desires to obtain a license and right to use such software applications on such system in accordance with the terms, and subject to the conditions, set forth below; and WHEREAS, Tiburon has the right to sublicense certain software applications developed by third parties that have been installed on the Licensee's automated computer system and the Licensee desires to obtain a sublicense and right to use such third party software applications on such system in accordance with the terms, and subject to the conditions, set forth below; and WHEREAS, the City and Tiburon have negotiated the Fire -EMS RMS Agreement (referred to as the "Agreement") under the City of Kansas City, Missouri, Contract (hereinafter referred to as the "K.C. Contract") designed to provide the City the most advantageous program for the City's Fire -EMS RMS project; and WHEREAS, the Miami City Commission, by Resolution No. , adopted 2004 (the "Resolution") approved the Agreement with Tiburon under the K.C. Contract and authorized the City Manager to execute the Agreement, under the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants contained herein this Agreement, the Licensee and Tiburon hereby agree as follows: AGREEMENT 1. Definitions The following definitions apply to the terms used within this Agreement: 1.1. "Agreement" shall mean this Software License Agreement and its exhibits, as the same may from time to time be amended in accordance with the terms hereof. 1.2. "As -Built Specification Document" shall mean, with respect to any Licensed Application, the document setting forth the specifications for such Licensed Application delivered upon acceptance of the Licensed Application in accordance with the applicable implementation agreement, as such specifications may thereafter be modified or supplemented from time to time to reflect Enhancements subsequently provided by Tiburon. 1.3. "Authorized Server" shall mean, with respect to any Licensed Application, the server identified as corresponding to such Licensed Application an Exhibit 1 attached hereto and incorporated herein by this reference. Page 1 of 10 Updated 061504 Software License Agreement C 2002 - 2004 Tiburon, Inc. All rights reserved. ��� 04/66.2419 1.4. "Authorized Site" shall mean, with respect to any Authorized Server, the address and room number identified as corresponding to such Authorized Server on Exhibit 1 attached hereto and incorporated herein by this reference. 1.5. "Derivative Works" shall mean, with respect to any Licensed Application, any translation, abridgement, revision, modification, or other form in which such Licensed Application may be recast, transformed, modified, adapted or approved after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement. 1.6. "Documentation" shall mean any written, electronic, or recorded work that describes the use, functions, features, or purpose of the System, or any component or subsystem thereof, and that is published or provided to the Licensee by Tiburon, Tiburon's subcontractors or the original manufacturers or developers of third party products provided to the Licensee by Tiburon, including, without limitation, all end user manuals, training manuals, guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the System. 1.7. "Effective Date" is defined in the preamble hereof. 1.8. "Enhancement" shall mean, with respect to any Licensed Application, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such Licensed Application and that is integrated with such Licensed Application after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement, or that is related to a given Licensed Application but offered separately by Tiburon after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement. 1.9. "Error" shall mean, with respect to any Licensed Application, a defect in the Source Code for such Licensed Application that prevents such Licensed Application from functioning in substantial conformity with the As -Built Specifications with respect thereto. 1.10. "Licensed Application" shall mean each of the software applications set forth on Exhibit 1 attached hereto and incorporated herein by this reference, which software applications were developed by Tiburon and furnished to the Licensee in conformity with the As -Built Specifications with respect thereto, together with all Derivative Works, all Maintenance Modifications and all Documentation with respect thereto; provided, however, that Licensed Applications shall consist of Object Code only and shall not include any Enhancements. 1.11. "Licensee" is defined in the preamble hereof. 1.12. "Maintenance Modifications" shall mean, with respect to any Licensed Application, a computer software change to correct an Error in, and integrated into, such Licensed Application, but that does not alter the functionality of such Licensed Application and that is provided to the Licensee by Tiburon after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement. 1.13. "Object Code" shall mean computer programs assembled or compiled 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. 1.14. "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. 1.15. "Sublicensed Applications" shall mean the software application specified on Exhibit 1 attached hereto developed by any source external to Tiburon, such as a subcontractor, distributor, re -seller, Page 2 of 10 Updated 061504 Software License Agreement e 2002 - 2004 Tiburon, Inc. All rights reserved. personal computer software supplier or system software supplier, and furnished to the Licensee by Tiburon for integration into the System. 1.16. "System" shall mean the Licensee's computer automated system consisting of the Licensed 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 Licensed 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. 1.17. "Tiburon" is defined in the preamble hereof. 1,18. "Tiburon Confidential Information" is defined in Section 6.1 hereof. 2. Licenses and Restrictions 2.1. Grant of Licenses. Subject to the conditions set forth in Section 2.2 hereof, Tiburon hereby grants to the Licensee, pursuant to the terms and conditions hereof, a perpetual, nonexclusive, nontransferable license: (a) to use each Licensed Application and each Sublicensed Application, in Object Code only, and only on the Authorized Server(s) at the Authorized Site(s); (b) to conduct internal training and testing on each Licensed Application and each Sublicensed Application; (c) to perform disaster recovery, backup, archive and restoration testing, and implementation with respect to each Licensed Application and each Sublicensed Application; (d) to make no more than two (2) archival copies of any Licensed Application or Sublicensed Application, provided that each copy of any Licensed Application shall include Tiburon's copyright and other proprietary notices and each copy of any Sublicensed Application shall include the copyright and other proprietary notices required by the licensor of such Sublicensed Application. 2.2. Conditions to Grant of Licenses. No grant of any license or right pursuant to Section 2.1 hereof with respect to any Licensed Application or any Sublicensed Application shall be effective, and the Licensee shall have no license or right to use such Licensed Application or such Sublicensed Application; until such Licensed Application or such Sublicensed Application has been accepted by the Licensee in accordance with the acceptance terms set forth in the applicable implementation agreement and all license fees, sublicense fees or royalties with respect to such Licensed Application or such Sublicensed Application have been paid in full in accordance with the payment terms set forth in the applicable implementation agreement. 2.3. Restrictions on Use (a) The Licensee agrees to use the Licensed Applications and the Sublicensed Applications only for the Licensee's own use. The Licensee shall not allow use of any Licensed Application or any Sublicensed Application by any parent, subsidiaries, affiliated entities, or other third parties, or allow any Licensed Application or any Sublicensed Application to be used on other than on the Authorized Server at the Authorized Site. (b) Except as otherwise specifically set forth in Section 2.1 hereof, the Licensee shall have no right to copy any Licensed Application or any Sublicensed Application. Any copy of any Licensed Application (whether or not such copy is permitted) shall be the exclusive property of Tiburon. Any copy of any Sublicensed Application (whether or not such copy is permitted) shall be the exclusive property Page 3of10 Updated 061504 Software License Agreement ® 2002 - 2004 Tiburon, inc. All rights reserved. of the developer of such Sublicensed Application. The Licensee shall not distribute or allow distribution of any Licensed Application or any Sublicensed Application or any Documentation or other materials relating thereto without Tiburon's prior written consent. (c) The Licensee's licenses and rights to use the Licensed Applications and the Sublicensed Applications is limited to a license and right to use only the Object Code relating thereto. The Licensee shall have no license or right with respect to the Source Code for any Licensed Application or any Sublicensed Application. (d) The Licensee shall not, and shall not permit any other party to, make any alteration, modification or enhancement to any Licensed Application or any Sublicensed Application unless, and only to the extent, specifically authorized by Tiburon. The Licensee shall not, and shall not permit any other party to, disassemble, decompile or reverse engineer any Licensed Application or any Sublicensed Application. (e) The Licensee shall not use the Licensed Applications or the Sublicensed Applications, and shall not permit any third party to use any Licensed Application or any Sublicensed Application, for processing data of any entity other than the Licensee. Licensee shall not use the Licensed Applications or the Sublicensed Applications for timesharing, service bureau, subscription service, or rental uses. (f) The Licensee shall not conduct benchmark testing of any Licensed Application or Sublicensed Application without the prior written consent of Tiburon and any licensor of a Sublicensed Application. Licensee shall not disclose to any third party or publish the results of any benchmark tests run on any Licensed Application or any Sublicensed Application, and will provide a copy of any such benchmark test results to Tiburon., 3. Ownership. Except for the rights expressly granted therein pursuant to Section 2 hereof, Tiburon shall at all times retain all right, title andinterest in and to each Licensed Application and all copies thereof (whether or not permitted), including all Derivative Works, Maintenance Modifications, Enhancements and Documentation with respect thereto (whether or not developed by Tiburon). By this Agreement, the Licensee hereby assigns to Tiburon any and all rights it may have or later acquire to any and all Derivative Works (whether or not developed by Tiburon). 4. Term and Termination 4.1. Effective Date. This Agreement shall take effect on the Effective Date after (i) it has been fully executed by duly authorized representatives of both parties, and (ii) Tiburon's receipt of written notification from the Licensee that any certification or approval of this Agreement required by statute, ordinance, or established policy of the Licensee has been obtained. 4.2. Term. This Agreement shall continue in effect until terminated as set forth under Section 4.3 hereof. 4.3. Termination. The Licensee may terminate this Agreement by providing thirty (30) days prior written notice to Tiburon of its intent to do so. Tiburon may terminate this Agreement immediately if the Licensee breaches any material provision of this Agreement. 4.4. Effect of Termination. Upon termination of this Agreement, all licenses granted to the Licensee hereunder shall be revoked. Upon termination of this Agreement, (a) the Licensee shall return to Tiburon, within ten (10) business days of such termination, all Tiburon Confidential Information and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment other documents or property relating thereto and all copies of any of the foregoing (in whatever medium recorded); (b) the Licensee shall discontinue all use of the Licensed Applications and the Sublicensed Applications; and (c) the Licensee shall certify in a written document signed by an authorized Page 4 of 10 Updated 061504 Software License Agreement ® 2002 - 2004 Tiburon, Inc. All rights reserved. representative that the material specified in the preceding clause (a) has been returned to Tiburon, that all copies of the Licensed Applications and the Sublicensed Applications have been permanently deleted or destroyed, and that a!I use of the Licensed Applications and the Sublicensed Applications has been discontinued. The expiration or termination of this Agreement will not relieve the Licensee of its obligations under Section 6 hereof regarding Tiburon Confidential Information. 5. Limited Warranties and Liability 5.1. Warranty. THE LICENSED APPLICATIONS ARE LICENSED "AS IS". NO EXPRESS OR IMPLIED WARRANTIES FOR THE LICENSED APPLICATIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE CREATED BY THIS SOFTWARE LICENSE AGREEMENT. 5.2. Limitation of Liability. NEITHER TIBURON NOR ANY PERSON ASSOCIATED WITH TIBURON SHALL BE LIABLE TO ANY PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF TIBURON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED BENEFITS OR PROFITS RESULTING FROM THE OPERATION OR FAILURE TO OPERATE OF THE LICENSED PROGRAMS. THIS CLAUSE SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY FOR BREACH OF WARRANTY OR ANY OTHER PROVISION OF THIS AGREEMENT. 6. Confidential Information 6.1. Tiburon Confidential Information. The Licensee agrees to maintain the confidentiality of any Tiburon Confidential Information (as defined below) and to treat such information with the same degree of care and security as it treats its own most confidential information. The Licensee shall not, without Tiburon's prior written consent, disclose such information to any person or entity other than to the Licensee's employees or consultants legally bound to abide by the terms hereof and having a need to know such information, or sell, license, publish, display, distribute or otherwise use such information except as authorized by this Agreement. The term "Tiburon Confidential Information" shall include all Licensed Applications and any other Tiburon software applications (whether or not licensed to the Licensee) and all Derivative Works, Enhancements, Maintenance Modifications and Documentation with respect thereto as well as any written information of a confidential nature clearly labeled by Tiburon as being confidential or otherwise indicated by Tiburon in writing as being confidential. The Licensee understands and agrees that 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 Licensee's breach or threatened breach of any of the provisions in this Agreement, Tiburon shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Licensee from any unauthorized use or disclosure of any Tiburon Confidential Information. 6.2. Exclusions. Notwithstanding Section 6.1 hereof, Tiburon Confidential Information shall not include information which the Licensee can demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the Licensee, generally known or available or otherwise part of the public domain; (b) is rightfully known by the Licensee without restriction on use prior to its first receipt of such information from Tiburon as evidenced by its records; (c) is hereafter furnished to the Licensee by a third party authorized to furnish the information to the Licensee, as a matter of right and without restriction on disclosure; or (d) is the subject of a written permission by Tiburon to disclose. 6.3. Exceptions. Notwithstanding Section 6.1 hereof, disclosure of 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 Licensee shall first Page 5 of 10 Updated 061504 Software License Agreement �s 2002 - 2004 Tiburon, Inc. All rights reserved. have given notice to Tiburon 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 for such purpose; or (c) the Licensee received the prior written consent to such disclosure from Tiburon, but only to the extent permitted in such consent. 6.4. Survival. Unless mutually agreed otherwise in writing, the obligations hereunder with respect to each item of Tiburon Confidential Information shall survive the termination or expiration of this Agreement. 7. Miscellaneous 7.1. Export Controls: The Licenses shall comply fully with all relevant export laws and regulations of the United States to assure that neither the Licensed Applications nor the Sublicensed Applications, nor any direct product thereof, are exported, directly or indirectly, in violation of United States law or other applicable export and import law. 7.2. Uniform Computer Information Transactions Act: This Software License Agreement excludes the application of the Uniform Computer Information Transactions Act. 7.3. Audit: Tiburon shall have the right to audit the use of any Licensed Application or Sublicensed Application for compliance with terms of this Agreement. Such audit may be conducted by Tiburon during normal business hours of Licensee after at least 24 hours prior notification to Licensee, and shall not unreasonably interfere with the operations of Licensee. Tiburon may report the results of its audit regarding the use of any Sublicensed Application to the licensor of such Sublicensed Application, or assign the audit right granted hereunder to the licensor of any Sublicensed Application for purposes of auditing the use of such Sublicensed Application by Licensee and compliance with this Agreement. 7.4. Relationship. The relationship created hereby is that of Licensor and Licensee. 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. 7.5. No Rights in Third Parties. This Agreement is entered into for the sole benefit of the Tit uron and the Licensee 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. Notwithstanding the foregoing, Licensee agrees that Tiburon may assign any of its rights to a licensor of any Sublicensed Application for purposes of enforcement of this Agreement. 7.6. Entire Agreement. This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon and the Licensee 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 Licensee in connection with this Agreement and any such terms and conditions shall have force or effect. No affirmation, Page 6 of 10 Updated 061504 Software License Agreement 0 2002 - 2004 Tiburon, Inc. All rights reserved, 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 Licensee unless specifically set forth in this Agreement. 7.7. Amendments. 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. 7.8. 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. Any assignment attempted in contravention of this section will be void. 7.9. Governing Law. All questions concerning 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 Florida 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. 7.10. Arbitration. All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement, or the breach thereof, if not otherwise settled by the parties may mutually agree, but are not otherwise required, to submit the dispute to mediation or final and binding arbitration by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. 7.11. Venue. The parties agree that this Agreement is executed in Miami -Dade County, Florida. All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court located in the State of Florida. 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. 7.12. Waiver. In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and must be 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. 7.13. 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. 7.14. Survival of Provisions. All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement, including but not limited to Section 6.1, will survive the termination of this Agreement. 7.15. Notices. All notices, requests, demands, or other communications required or permitted to Page 7of10 Updated 061504 Software License Agreement ® 2002 - 2004 Tiburon, Inc. All rights reserved. be given hereunder must be in writing and must be addressed to the parties at their 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 8 of 10 Updated 061504 Software License Agreement ® 2002 - 2004 Tiburon, Inc. All rights reserved. To Tiburon: Attn: Contract Administrator Tiburon, Inc. 39350 Civic Center Drive Fremont, California 94538 Phone: 510-792-2108 Fax: 510-742-1057 To Licensee: Joe Arriola City Manager 444 S.W 2 d Ave. Miami, Florida 33130 Phone: 305-416-1025 Fax: 305-250-5410 7.16. 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. 7.17. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. 8. ATTACHMENTS The Agreement consists of this instrument, which piggybacks the K.C. Contract, and includes the following Attachments incorporated herein: Milestone Payments Florida Tax Exemption Letter Statement of Work Initial Project Schedule General and Functional Requirements Pricing Summary and Hardware/Software List Payment and Performance Bonds ("Attachment 1 ") ("Attachment 2") ("Attachment 3") ("Attachment 4") ("Attachment 5") ("Attachment 6") ("Attachment 7") [Remainder of page left blank - Signature Page follows! Page 9 of 10 Updated 061504 Software License Agreement ® 2002 - 2004 Tiburon, Inc. All rights reserved. SIGNATURE PAGE IN WITNESS WHEREOF, the parties have hereunto set their hands as set forth below: ATTEST: TIBURON, INC. Witness: Witness: Gary Bunyard Chairman ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Priscilla A. Thompson City Clerk Joe Arriola City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Alejandro Vilarello Dania Carrillo City Attorney Risk Management Administrator Updated 061504 Software License Agreement C 2002 - 2004 Tiburon, Inc. All rights reserved. Page 10 of 10 EXHIBIT 1 To Software License Agreement LICENSED APPLICATIONS AND AUTHORIZED ENVIRONMENTS This Exhibit is attached to, incorporated into and forms part of the Software License Agreement, dated , 20_, between the Licensee 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. LICENSED APPLICATIONS The following software applications constitute Licensed Applications under the Agreement. The server and site locations corresponding to each Licensed Application shall constitute the Authorized Server and Authorized Site with respect to such Licensed Application for purposes of the Agreement. Name of Application Make, Model, Serial Number of Address and Room Number of Authorized Site Authorized Server of Authorized Server FRMS Nucleus' (1 agency) Browser system Location System Incident Tracking (NFIRS 5.0) Station Log Optional modules: EMS Reporting Equipment Maintenance Hazardous Materials Inspection System Inventory Personnel/Training NOTE: SERVER LOCATION AND IDENTIFICATION NUMBERS TO BE SUPPLIED AFTER INSTALLATION Updated 061504 © 2002 - 2004 Tiburon, Inc, All rights reserved. Page 1 of 1 Software License Agreement Exhibit 1, Licensed Applications and Authorized Environments