HomeMy WebLinkAboutexhibit 3- implementation agreementTIBURON, INC. AND THE CITY OF MIAMI, FLORIDA
FIRE -EMS RMS PROJECT
SYSTEM IMPLEMENTATION AGREEMENT
This Agreement is entered into this day of , 200�, by and
between the City of Miami, Florida ("City") and Tiburon, Inc., a Virginia corporation having its primary
place of business at 39350 Civic Center Drive, Fremont, California 94538 ("Tiburon").
This Agreement is one of three parts of the City's Fire -EMS RMS project, the remaining parts being the
Software Licenses to be obtained by the City from or through Tiburon and the System Support
Agreement to become effective at the conclusion of any warranty periods applicable to the system to be
maintained by Tiburon for the City.
RECITALS
WHEREAS, the City has determined that it requires the implementation of an automated
computer system as specified herein; and
WHEREAS, Tiburon is qualified to provide the services specified in this Agreement and, subject
to the terms and conditions set forth in this Agreement, Tiburon desires to provide such services; and
WHERAS, 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 Public Safety 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, the City and
Tiburon hereby agree as follows:
AGREEMENT
CONTENTS
PART 1. GENERAL CONTRACT ADMINISTRATION
Sec. 1. Definitions
Sec. 2, Notices
Sec. 2.1. Method of notice.
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June 15, 2004 System Implementation Agreement
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Sec. 2.2. Notices sent to whom.
Sec. 3. Project Manager
Sec. 4. Client Representative
Sec..5. Severability
Sec. 6. Amendment
Sec. 7. Advice of Counsel
Sec. 8. Contract Authorization.
Sec. 9. Tiburon Representation
Sec. 10. Compliance with Laws.
Sec. 11. Construction
Sec, 12. Independent Contractor Status
Sec. 13. Third Party Beneficiaries
Sec. 14. Assignment and Subcontracting.
Sec. 15. Entire Agreement
Sec. 16. Counterparts
Sec. 17. Confidential Information
Sec. 17.1. City Confidential Information.
Sec, 17.2. Tiburon Confidential Information.
Sec. 17.3. Remedy.
Sec. 17.4. Exclusions.
Sec. 17.5. Exceptions.
Sec. 17.6. Survival.
Sec. 18. Conflict of Interest.
Sec. 19. No Gratuities and Kickbacks.
Sec. 20. Prohibition Against Contingent Fees.
Sec. 21. Obtaining professional services.
Sec. 22. Tax Compliance.
Sec. 22.1. Tiburon Tax Clearance.
Sec. 22.2. Subcontractor Tax Clearance.
Sec. 22.3. Final Payment to Tiburon.
Sec. 22.4. Final Payment -- Subcontractors.
Sec. 22.5. Survival.
Sec. 23. License, Permits, Fees, and Assessments.
Sec. 24. Non -Discrimination
Sec. 25. Not Used
Sec. 26. Not Used
PART II. FINANCIAL
Sec. 27. Contract Price
Sec. 28. Payments
Sec. 28.1. Milestone Payments.
Sec. 28.2. Statement of Task Completion.
Sec. 28.3. Limitation of Liability.
Sec. 28.4. Method of Payment.
Sec. 28.5. Invoices.
Sec. 28.6. Condition Precedent to Payment.
Sec. 28.7. Special Receipt.
Sec. 28.8. Taxes.
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June 15, 2004 System Implementation Agreement
PART 1II. BASIC DESIGN OF WORK
Sec. 29. Statement of Work
Sec. 29.1. Detail.
Sec. 29.2.Incorporated material.
Sec. 29.3. Discrepancies.
Sec. 30. Term of Agreement
Sec. 30.1. Effective Date.
Sec. 30.2. Initial Project Schedule.
Sec. 30.3. Project Schedule.
Sec. 30.4. Conclusion of Agreement.
Sec. 31. Changes
Sec. 32. General City Responsibilities
Sec. 32.1. Timely performance.
Sec. 32.2. Failure to perform.
Sec. 32.3. City response time.
Sec. 32.4. Client Representative.
Sec. 32.5. Network Installation
Sec. 33. General Tiburon Responsibilities.
Sec. 33.1. Scope of Work.
Sec. 33.2. Additional responsibilities.
Sec. 34. Shipping and Risk of Loss
PART IV. EQUIPMENT
Sec 35. Equipment Compatibility
Sec. 35,1. Tiburon -Supplied Equipment.
Sec. 35.2. Other Equipment.
Sec. 35.3. Substitute Equipment.
Sec. 35.4. City -Provided Equipment.
Sec. 36. Reserved
PART V. ACCEPTANCE PROCEDURES
Sec. 37. Standards of Performance.
Sec. 37.1. Standards in General.
Sec. 37.2. Guaranteed Response Times.
Sec. 37.3. System Uptime.
Sec, 37.4. Final Determination.
Sec. 38. Acceptance Testing.
Sec. 38.1. Hardware — Preliminary Testing.
Sec. 38.2. Reserved
Sec. 38.3. Application Software Modules — Preliminary Acceptance Testing.
Sec. 38.4. Reserved
Sec. 38.5. System -wide Final Acceptance Testing.
Sec. 38.6. Results of System -wide Final Acceptance Test.
Sec. 38.7. Tests.
Sec. 38.8. Use of system prior to acceptance.
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June 15, 2004 System Implementation Agreement
Sec. 39. Force Majeure
Sec. 39.5. Software License and Transfer
PART VI. WARRANTIES
Sec. 40. Limited Warranty
Sec. 40.1. Warranty of Title.
Sec. 40.2. Conformity with statement of work and as -built specifications.
Sec. 40.3. Support.
Sec. 40.4. Third -party products.
Sec. 41. Limitation of Liability
Sec. 42. Disclaimer.
PART VII. TERMINATION
Sec. 43, Reserved
Sec. 44. Termination for Default.
Sec. 45. Termination Without Cause by the City.
Sec. 46. Consequences of Termination,
Sec. 47. Survival.
PART VIII, ENFORCEMENT
Sec 48. Bonds
Sec. 49. Performance
Sec. 50. Insurance
Sec. 50.1. Required coverages.
Sec. 50.2. Notice to City of changes or cancellation.
Sec. 50.3. Additional insured.
Sec. 50.4. Notice of losses.
Sec. 51. Indemnification
Sec. 52. Governing Law
Sec. 53. Venue
Sec. 54. Waiver
Sec. 55. Rights and Remedies Not Exclusive..
Sec. 56. Audit,
Sec. 56.1. Authority to audit.
Sec. 56.2. Maintenance of records.
Sec. 56.3. Production of records.
Sec. 57. Informal Dispute Resolution
Sec. 57.1. Cooperative Efforts.
Sec. 57.2 Compliance with Agreement.
Sec. 57.3. Inability to Solve Disputes Informally.
Sec. 57.4. Equitable Relief.
Sec. 58. Mediation and Arbitration
PART IX. ATTACHMENTS
Sec. 59. Attachments
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PART X. AGREEMENT EXECUTION AND CERTIFICATIONS
PART I. GENERAL CONTRACT ADMINISTRATION
Sec. 1. Definitions
Capitalized terms used herein and in any exhibit hereto shall have the following definitions unless otherwise
defined herein.
a. "Agreement" shall mean this document, all its exhibits, and all other documents incorporated
into this document insofar as they are not inconsistent with the terms of this document.
b. "As -Built Specifications - Licensed Application" 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.
c. "As -Built Specifications - Covered Application" shall mean, with respect to any of the Covered
Applications, the specifications for such Covered Application delivered to the City upon the
City's acceptance of such Covered Application, as the same may be modified or supplemented
from time to time to reflect Enhancements provided hereunder. •
d. "As -Built Specifications - Tiburon Application" shall mean, with respect to any of the Tiburon
Applications, the specifications for such Tiburon Application delivered to the City upon the
City's acceptance of such Tiburon Application in accordance with the Statement of Work.
e. "Authorized Server" shall mean a server identified as part of the City's System.
f. "Authorized Site" shall mean the address and room number of an Authorized Server.
g•
"Bi-Weekly Status Report" shall mean a report prepared by Tiburon for delivery to the City that
will include at least the following: summary of site activity; summary of the City's Technical
Service Requests.
h. "City" shall mean the City of Miami, Florida, and their employees, officials, officers, agents and
volunteers.
i. "Client" shall mean the City, and may be referred to as "the City" as well as "the Client."
J.•
"Client Representative" or "City Representative" shall mean the representative of the City
assigned to serve as Tiburon's single contact for administration of this Agreement absent the
designation of a special representative assigned for limited purposes under this Agreement.
k. "Communications Interfaces" shall mean ethernet networking, serial connectivity to applicable
national, state and local governments, TCP/IP or other routing statements.
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1. "Confidential Information" shall mean that information identified by this Agreement as subject
to special handling and limited disclosure.
m. "Contract Price" shall mean the price or prices to be paid by the City to Tiburon for the goods
and services promised by Tiburon in this Agreement,
n. "Covered Application" shall mean each software application developed by Tiburon in
accordance with the As -Built Specifications relating thereto identified as a Covered Application
in this Agreement, including all Maintenance Modifications thereto, all Derivative Works
thereof, and all related Documentation.
o. "Derivative Works" shall mean, with respect to any Application, any translation, abridgement,
revision, modification, or other form in which such Covered Application may be recast,
transformed, modified, adapted or approved and accepted by the City in accordance with this
Agreement.
p•
q•
"Dispute Notice" shall mean the writing delivered by a Disputing Party to the other party
describing in detail the dispute, time commitment and any fees or other costs involved.
"Disputing Parry" shall mean either Tiburon or the City, when the party disputes any provision
of this Agreement, or the interpretation thereof, or any conduct by the other party under this
Agreement.
r. "Documentation" shall mean any written, electronic, or recorded work that describes the use,
functions, features, or purpose of the System, or any Application or component or subsystem
thereof, and that is published or provided to the City by Tiburon, Tiburon's subcontractors or
the original manufacturers or developers of third party products provided to the City by Tiburon,
including, without limitation, all end user manuals, training manuals, guides, program listings,
data models, flow charts, logic diagrams, diagrams, and other materials related to or for use with
the System.
s. "Effective Date" shall mean the latter of the day the Agreement is fully executed and the City
has given written notice to Tiburon of any certification or approval of this Agreement required
by statute, ordinance, or established policy of the City, but in no case prior to I0 days following
passage by the City of Miami Commission of an ordinance approving this Agreement. I
t. "Enhancement" shall mean, with respect to any Application, a computer program modification
or addition, other than a Maintenance Modification, that alters the functionality of, or adds new
functions to, such Application and that is integrated with such Application after the City's
acceptance of the Application in accordance with this Agreement, or that is related to such
Application but offered separately by Tiburon after the City's acceptance of the Application in
accordance with this Agreement.
u. "Force Majeure Event" shall mean an event that satisfies each of the following conditions: (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,
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June 15, 2004 System Implementation Agreement
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.
v. "Initial Project Schedule" shall mean the project schedule included in this Agreement as a base
for development of a definitive project schedule.
w. "Licensed Application" shall mean each of the software applications set forth in this
Agreement, which software applications were developed by Tiburon and furnished to the City 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, except as provided for in this Agreement.
x. "Maintenance Modification" shall mean a computer software change integrated with such
Application during the term of the Agreement to correct any Errors therein, but that does not
alter the functionality of such application or add new functions thereto.
y. "Milestone Payment Schedule" shall mean the schedule of payments to be made by the City to
Tiburon contingent upon Tiburon's successful accomplishment of obligations under this
Agreement.
z. "Milestone Payments" shall mean payments to be made by the City to Tiburon contingent upon
Tiburon's successful accomplishment of obligations under this Agreement.
aa. "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.
bb. "Pricing Summary" shall mean the list of amounts to be paid by the City to Tiburon for
deliverable goods.
cc. "Project Manager" shall mean the representative of Tiburon assigned to serve as the City's
single contact for administration of this Agreement absent the designation of a special
representative assigned for limited purposes under this Agreement.
dd. "Project Schedule" shall mean the project schedule developed by the parties based upon the
Initial Project Schedule.
ee. "Response Time" shall mean the time elapsed between depressing the "enter" key to the
appearance of the image and data requested on the next screen.
ff. "Site Specifications" shall mean the description of the site(s) at which the System will be used.
gg. "Software License Agreement" shall mean any agreement between Tiburon and the City
pursuant to which Tiburon grants a limited license to use any of the Applications in accordance
with the terms and conditions thereof, as the same may be amended or otherwise modified from
time to time.
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hh. "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.
ii. "Statement of Work" shall mean Tiburon's obligations under this Agreement.
jj. "Support Agreement" shall mean any agreement between Tiburon and the City pursuant to
which Tiburon provides warranty and extended support for any Application in accordance with
the terms and conditions thereof, as the same may be amended or otherwise modified from time
to time.
kk. "System Configuration" shall mean the configuration for the System other than the
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 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.
11. "System" shall mean the City's Records Management System for Fire, and the provided server
hardware and associated operating system software and database management software. It shall
also mean the provided third -party software and interfaces identified in the Statement of Work
and the Pricing Exhibit to the System Implementation Agreement. It is understood that
Tiburon's turnkey installation of the agreed -upon applications will function in a fully integrated
manner with all of the city supplied components as specified in this Agreement.
trim, "Third -Party Products" shall mean all software and hardware components of the System
other than the Applications.
nn. "Tiburon Application" shall mean each software application developed by Tiburon and
delivered to the City under this Agreement and in accordance with the As -Built Specifications
relating thereto, including all Maintenance Modifications thereto, all Derivative Works thereof,
and all related Documentation.
co. "Warranty Period" shall mean, with respect to any Application, the warranty period for such
Application as provided in this Agreement.
Sec. 2. Notices
Sec. 2.1. Method of notice. All notices, requests, demands, or other communications required or
permitted to 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;
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June 15, 2004 System Implementation Agreement
(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.
Sec. 2.2. Notices sent to whom. 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.
If to Tiburon:
Tiburon, Inc.
39350 Civic Center Drive
Fremont, CA 94538
Attention: Contracts Administrator
Phone: 510.792-2108
Fax: 510-742-1057
If to the City:
Joe Arriola
City Manager
444 S.W. 2'd Avenue
Miami, Florida 33130
Phone: 305-416-1025
Fax: 305-250-5410
Sec. 3. Project Manager
Tiburon shall designate in a written notice a single individual to act as the Project Manager. The Project
Manager shall ensure Tiburon's compliance with, and shall coordinate appropriate schedules in connection
with, Tiburon's obligations hereunder. Tiburon may change the individual designated hereunder by
providing the City with advance written notice designating the new individual authorized toact as the
Project Manager. The City has the right to approve any changes in Project Manager, such approval not to be
unreasonably withheld. In addition, the City has the right to request a change in Tiburon's project personnel
if they are determined to be unable to meet the City's requirements. If City should desire that Tiburon
replace its Project Manager or any other personnel assigned to assist the project, such request shall be made
in writing, include the City's basis for the request, and delivered in accordance with Section 2 (Notices)
hereof. Tiburon's compliance with such requests shall not be unreasonably withheld.
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Sec. 4. Client Representative
The City shall designate in a written notice a single individual to act as the Client Representative. Such
individual shall:
(a) act on the City's behalf with respect to all matters relating to this Agreement;
(b) ensure the City's compliance with its responsibilities under this Agreement; and
(c) coordinate appropriate schedules in connection with Tiburon's services under this Agreement.
The City may change the individual designated hereunder by providing Tiburon with advance written notice
designating the new individual authorized to act as the Client Representative.
Sec. 5. 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.
Sec. 6. 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.
Sec. 7. Advice of Counsel
Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering
into this Agreement.
Sec. 8. Contract Authorization.
This Agreement requires approval by the City Commission of the City as evidenced by passage of a
resolution.
Sec. 9. Tiburon Representation
Tiburon warrants it:
(1) fully understands the facilities, difficulties, and restrictions attending performance of the
services; and
(2) has investigated the site and is fully acquainted with the conditions there existing, prior to
commencement of services hereunder.
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June 15, 2004 System Implementation Agreement
Tiburon shall immediately inform the City of any conditions materially affecting performance of the work
and shall not proceed except at Tiburon's risk until written instructions are received from the City.
Sec. 10. Compliance with Laws
Tiburon shall comply with all federal, state and local laws, ordinances and regulations applicable to the
work and this Agreement. Tiburon, at its own expense, shall secure all occupational and professional
licenses and permits from public or private sources necessary for the fulfillment of its obligations under
this Agreement.
Sec. 11. 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.
Sec. 12. Independent Contractor Status
The City 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.
Sec. 13. Third Party Beneficiaries
This Agreement is entered into for the sole benefit of the City, which includes their employees, officials,
agents and volunteers, and Tiburon and, where permitted, their permitted successors, executors,
representatives, administrators, and assigns. As such, the parties to this agreement, including the City, their
employees, officials, officers, agents and volunteers, and Tiburon, are beneficiaries' of the terms and
conditions of this Agreement. 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.
Sec. 14. Assignment and Subcontracting
Sec. 14.1. General Prohibition. Neither party hereto may assign or subcontract its rights or obligations
under this Agreement provided, however, that Tiburon may assign this Agreement to its successor in
connection with a sale of all of its business such as that covered by this Agreement without obtaining
consent of City. 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. If Tiburon subcontracts, assigns, or transfers any
part of its interests or obligations under this Agreement without the prior approval of City, it shall
constitute a material breach of this Agreement.
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June 15, 2004 System Implementation Agreement
Sec. 15. Entire Agreement
This Agreement sets forth the final, complete and exclusive agreement and understanding between
Tiburon and the City relating to the subject matter hereof and insofar as not inconsistentwith the terms
of this document, Tiburon's response to the City's request for proposals is incorporated into this
Agreement. Any additional documents developed pursuant to this Agreement, such as for Additional
Services or Enhancements will be incorporated into this Agreement. This Agreement, as thus understood,
supersedes all quotes, understandings, representations, conditions, warranties, covenants, and all other
communications between the parties (oral or written) relating to the subject matter hereof. . No affirmation,
representation or warranty relating to the subject matter hereof by any employee, agent or other
representative of either party shall bind such party or be enforceable by the other party unless specifically
set forth in this Agreement.
Sec. 16. 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.
Sec. 17..Confidential Information
Sec. 17.1. City Confidential Information. All City Confidential Information, including all records
which may be closed pursuant to the Federal Law and Florida Sunshine Law, Chapter 119, Florida
Statutes as may be amended from time to time, shall be held in strict confidence by Tiburon, and Tiburon
shall not, without the City's prior written consent:
(a)
disclose such information to any person or entity other 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 its obligations hereunder, or
(b) use such information other than in connection with the performance of its obligations
hereunder.
The term "City Confidential information" shall include all City data and other written information of a
confidential nature.
Sec. 17.2. Tiburon Confidential Information. All Tiburon Confidential Information shall be held in
strict confidence by the City, and the City shall not, without Tiburon's prior written consent:
(a) disclose such information to any person or entity other than to the City's employees or
consultants legally bound to abide by the terms hereof and having a need to know such
information in connection with the City's performance of its obligations hereunder, or
(b) use such information other than in connection with the performance of its obligations
hereunder.
The term "Tiburon Confidential Information" shall include the Tiburon Applications and all other
software applications developed by Tiburon, whether or not licensed to the City, as well as any written
information disclosed by Tiburon to the City under this Agreement, including, but not limited to, any
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June 15, 2004 System Implementation Agreement
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 customers, information obtained through contact with
Tiburon's customers, proprietary information of Tiburon's customers, and information regarding the
skills and compensation of Tiburon's employees or other consultants.
Sec. 17.3. Remedy. The City and Tiburon understand and agree that the City Confidential information
and the Tiburon Confidential information constitute valuable assets of the City and Tiburon, the
unauthorized use or disclosure of which by one party may irreparably damage the other party. In the
event of a parry's breach or threatened breach of any of the provisions in this section, the City or Tiburon
shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the
other party from any unauthorized use or disclosure of any Confidential Information.
Sec. 17.4. Exclusions. Notwithstanding the forgoing, neither City 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.
Sec. 17.5. Exceptions. Notwithstanding the forgoing, disclosure of City 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 for such purpose;
(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;
(d) disclosure of the information is pursuant to a request for information submitted under the
terms of the Florida Sunshine Law, Chapter 119, Florida Statutes as may be amended from
time to time, provided, however, that the recipient of such request shall first have given
notice to the other party permitting that party to seek a protective order or other order
prohibiting the disclosure of the records.
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June 15, 2004 System Implementation Agreement
Sec. 17.6. Survival. The obligations hereunder with respect to each item of City Confidential
Information and Tiburon Confidential Information shall survive the termination of this Agreement.
Sec. 18. Conflict of Interest
Tiburon warrants that, to the best of its knowledge and belief, no person except bona fide employees,
agents, consultants or representatives of Tiburon or any of its subcontractors has been employed or
retained to solicit or secure this Agreement. The provisions of Section 2-6 11 and Section 2-612 City of
Miami ("Code"), Florida, prohibiting City officers, officials and employees, including every member of
any board, commission or agency of the City from having a financial or personal interest in any contract
with the City, and Sections 2-612. Tiburon certifies that no officer or employee of the City has, or will
have, a direct or indirect financial or personal interest in this Agreement, and that no officer or employee
of the City, or member of such officer's or employee's immediate family, either has negotiated, or has or
will have an arrangement, concerning employment to perform services on behalf of Tiburon in this
Agreement.
The provisions above do not impose any responsibility on CONTRACTOR with respect to
individual ownership in the common shares of CompuDyne Corp., Tiburon's parent company,
which shares are publicly traded.
Sec. 19. No Gratuities and Kickbacks
Code provisions prohibiting gratuities to City employees, and kickbacks by subcontractors, the City of
Miami, Florida, imposing sanctions for violations, shall apply to this Contract.
(a)
Gratuities. Contractor certifies that it has not and, will not offer or give any City
employee or officer a gratuity or an offer of employment in connection with any
decision, approval, disapproval, recommendation or preparation of any part of a contract
requirement or purchase request, influencing the content of any specification or
procurement standard, rendering of advice, investigation, auditing or in any other
advisory capacity in any proceeding or application, request for ruling, determination,
claim or controversy, or other particular matter, pertaining to any contract or subcontract,
or to any solicitation or proposal there for.
(b) Kickbacks. Contractor certifies that no payment, gratuity, offer of employment or
benefit has been or will be made by or on behalf of or solicited from a subcontractor
under a contract to Contractor or higher tier subcontractor or any person associated
therewith as an inducement for the award of a subcontract or order.
Sec. 20. Prohibition Against Contingent Fees
Code provisions prohibiting the retention of persons to solicit contracts for contingent fees, and imposing
sanctions for violations, shall apply to this Agreement. Tiburon certifies that no person or selling agency
has been employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide
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June 15, 2004 System Implementation Agreement
established commercial or selling agencies maintained by Tiburon for the purpose of securing business.
For breach or violation of this warranty, City shall have the right to annul this Agreement without
liability or, at its discretion, to deduct from the Agreement price or consideration, or otherwise recover,
the full amount of such commission, percentage, brokerage or contingent fee.
Sec. 21. Obtaining professional services
Code provisions prohibiting contracts with certain attorneys, architects, engineers and other
professionals, shall apply to this Agreement. Tiburon certifies that it is not an architect, engineer, or
other professional, exclusive of medical doctors or appraisers, who at the time of the issuance of the
Agreement serves as an expert witness for any litigation against the City, and that it will not serve as an
expert witness for any litigation against the City during the term of this Agreement.
Sec. 22. Tax Compliance
Sec. 22.1. Tiburon Tax Clearance. As a condition precedent to the approval of this Agreement, Tiburon
shall furnish to City sufficient proof from City's Director of Finance and Department of Revenue, dated
not more than sixty (60) days before the date furnished to City, verifying that Tiburon is not delinquent
for any City earnings or occupational license taxes, including withholdings from its respective
employees.
Sec. 22.2. Subcontractor Tax Clearance. As a condition precedent to a subcontractor performing any
work under this Agreement, Tiburon shall furnish to City sufficient proof from Director of Finance and
the Department of Revenue, dated not more than sixty (60) days before the date the subcontractor begins
work, verifying that the subcontractor is not delinquent for any City earnings or occupational license
taxes, including withholdings from its respective employees.
Sec. 22.3. Final Payment to Tiburon. As a condition precedent to final payment under this contract,
Tiburon shall furnish to the City sufficient proof from City's Director of Finance, dated not more than
sixty (60) days before the filing of an application for final payment verifying that Tiburon is not
delinquent for any City earnings or occupational license taxes, including withholdings from its respective
employees. With respect to Tiburon's subcontractors, if any, Tiburon shall furnish to the City sufficient
proof from City's Director of Finance, dated not more than sixty (60) days before the date of Tiburon's
final payment to the subcontractor, that the subcontractor is not delinquent for any City earnings or
occupational license taxes, including withholdings from its respective employees.
Sec. 22.4. Final Payment — Subcontractors. If, at the time of final payment to Tiburon, Tiburon is
unable to furnish the City sufficient proof from City's Director of Finance and the State of Florida that
all its subcontractors, if any, are not delinquent for any City earnings or occupational license taxes,
including withholdings from its respective employees., then the Director of Fire may approve final
payment to Tiburon if the Director of Fire determines that Tiburon has made a good faith effort to furnish
such evidence or that there are other extenuating circumstances which make it impossible for Tiburon to
furnish such evidence.
Sec. 22.5. Survival. Tiburon's obligation to comply with all City tax and licensing requirements under
this Agreement shall survive the term of this Agreement.
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June 15, 2004 System Implementation Agreement
Sec. 23. License, Permits, Fees, and Assessments
Tiburon shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by
law to perform the services hereunder. Tiburon shall have the sole obligation to pay, and shall indemnify,
defend and hold harmless the City against any fees, assessments, and taxes, plus applicable penalties and
interest, which may be imposed by law and arise from or are necessary for Tiburon's performance of the
services required by this Agreement.
Sec. 24. Non -Discrimination
Tiburon agrees that in performing its tasks under this Agreement, it shall not discriminate against any
worker, employee, or applicant, or any member of the public, because of age, race, sex, creed, color,
religion, ancestry or national origin, disability, or sexual orientation, nor otherwise commit an unfair
employment practice in violation of any local, state or federal law.
Sec, 25. NOT USED
Sec. 26. NOT USED
PART II. FINANCIAL
Sec. 27. Contract Price
The City shall pay to Tiburon the total amount of SIX HUNDRED SEVEN THOUSAND TWO
HUNDRED AND SEVENTY SIX DOLLARS ($607,276) in consideration for the delivery, and
implementation of the System in accordance with the Statement of Work. This price is in addition to any
separate payments required by this Agreement.
Sec. 28. Payments
Sec. 28.1. Milestone Payments. The City shall make Milestone payments to Tiburon in accordance with
the Milestone Payment Schedule established in Attachment "1." This Milestone Payment Schedule will
be amended during the execution of this Agreement to reflect any Change Orders agreed to by the
parties.
Sec. 28.2. Statement of Task Completion. Before any invoice is presented by Tiburon for payment,
Tiburon will present to the City's Representative a statement of task completion for approval by the City.
Upon agreement that the tasks for which payment will be sought according to this Milestone Payment
Schedule have been completed, in accordance with the completion criteria set forth in the Statement of
Work, Tiburon will present an invoice requesting payment.
Sec. 28.3. Limitation of Liability. THE CITY IS NOT LIABLE FOR ANY OBLIGATION INCURRED
BY TIBURON EXCEPT AS APPROVED UNDER THE PROVISIONS OF THIS AGREEMENT.
Sec. 28.4. Method of Payment. Upon completion of each task set forth above Tiburon shall invoice
City, stating completion of the task and all actual reasonable expenses incurred and allowed under this
Agreement and the amount due. City, upon approving the invoice, shall remit payment.
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June 15, 2004 System Implementation Agreement
Sec. 28.5. Invoices. Tiburon shall prepare and submit electronic invoices for payment by the City under
this Agreement. Invoices for payments hereunder shall be submitted to the following email address:
wbyrson@ci.miami.fl.us, Operations Manager -or-
Project Manager to be provided at a later date.
All payments shall be made within thirty (30) days from the date of invoice by electronic funds transfer
to Tiburon's account specified in writing, or by check made payable to "Tiburon, Inc." and delivered to
39350 Civic Center Drive, Fremont, California 94538, or by such other means as may be mutually
acceptable to the parties.
Sec. 28.6. Condition Precedent to Payment. It shall be a condition precedent to payment of any invoice
from Tiburon that Tiburon is in compliance with, and not in breach or default of, all terms, covenants and
conditions of this Agreement.
Sec. 28.7. Special Receipt. Certain materials to be delivered by Tiburon under this Agreement shall be
received by Tiburon and will remain in Tiburon's possession at its development facility for programming
and system integration work by Tiburon prior to delivery to the City. Payment for such materials shall be
due and payable by the Client upon receipt at the Tiburon development facility, subject to the following:
a) The amount to be paid by the Client for such deliverable goods shall be based on the
specified price assigned thereto in the Pricing Summary attached hereto as Attachment "6"
and incorporated herein by this reference (the "Pricing Summary").
b) Tiburon will notify the Client in writing of the receipt of such deliverable goods at a Tiburon
development facility. Within fifteen (15) business days of such notice of delivery, the Client
shall verify the delivery of goods by either (i) acceptance of Tiburon's certification of goods
received and receipt of a copy of the packing list(s), or (ii) a physical on -site inspection at the
Client's expense. The Client's failure to verify the goods within such fifteen (15) business
day period shall waive the Client's right to object to or reject such goods.
Sec. 28.8. Taxes. Pursuant to Federal and State of Florida Revenue laws, the City of Miami, Florida, is a
tax-exempt entity. Tangible personal property to be incorporated or consumed in the performance of the
services under this Agreement may be purchased without sales tax. The City will fully cooperate )with
Tiburon in establishing its tax-exempt status in Tiburon's purchase of goods or services used in fulfilling
Tiburon's obligations under this Agreement. However, prices and costs delineated in this Agreement
include applicable taxes. Taxes will be the responsibility of Tiburon for all items secured in fulfilling
Tiburon's obligations under this Agreement. If any items are later established as tax exempt, whether
through the efforts of Tiburon, the City, or both jointly, the prices delineated in the Agreement will be
reduced by the tax savings. A copy of the City's tax-exempt letter issued by the State of Florida is
attached as Attachment "2."
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June 15, 2004 System Implementation Agreement
PART III. BASIC DESIGN OF WORK
Sec. 29. Statement of Work
Sec. 29.1. Detail. Tiburon shall provide all design, development, installation, consulting, system
integration, project management, training and technical services as set forth in Attachment "3" (the
Statement of Work) to include at least these general activities:
(a) Project Initiation;
(b) Project Management;
(c) Business Practice Review;
(d) Project Implementation Plan;
(e) On -site Delivery and Staging of Hardware;
(f) Software Configuration;
(g) Functional System Specification Document;
(h) Workstation Software Install;
(i) Code Table and General File Building;
(j) Functional Testing;
(k) System Interfaces;
(I) Integration Testing;
(m) Technical/User Training;
(n) Production Cutover and Final System Acceptance;
(o) Performance Test;
(p) Reliability Test;
(q) Final Certification;
(r) Performance Specification;
(s) Reliability Specification — Database Products
Tiburon and the City (acting through its director of information technology) may agree to amend this
attachment during the term of the Agreement.
Sec. 29.2. Incorporated material. The Statement of Work, Attachment "3," includes by reference and
by addendum:
(a) All terms and conditions as outlined in this Agreement; and
(b) Subsequent specifications and acceptance test plan criteria to be developed subsequent to
contract execution, as described in Attachment "3."
Sec. 29.3. Discrepancies. In the event any discrepancy exists between one or more of the aforementioned
documents, the Order of Precedence shall be used to determine the resolution of the discrepancy unless
both parties mutually agree in writing to an alternative decision. The Order of Precedence for these
documents shall be in reverse chronological order.
Sec. 30. Term of Agreement
Sec. 30.1. Effective Date. This Agreement shall take effect no sooner than 10 days following the passage
of a resolution by the City of Miami, Florida, approving this Agreement, and only after
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June 15, 2004 System Implementation Agreement
(a) The Agreement has been fully executed by duly authorized representatives of both
parties, and
(b) Tiburon has received written notification from the City that any certification or approval
of this Agreement required by statute, ordinance, or established policy of the City has
been obtained.
Sec. 30.2. initial Project Schedule. The schedule for the implementation of the System shall first be
governed by the Initial Project Schedule, Attachment "4." Tiburon and the City (acting through its
director of information technology) may agree to amend this attachment during the term of the
Agreement.
Sec. 30.3. Project Schedule. The Initial Project Schedule shall be replaced by a definitive project
schedule to be delivered hereunder in accordance with the Statement of Work. When delivered, the
Project Schedule shall be deemed to be incorporated hereinby this reference and shall become part of
this Agreement.
Sec. 30.4. Conclusion of Agreement. Unless earlier terminated, this Agreement and any extensions will
remain in effect from the Effective Date until all tasks set forth in the Statement of Work have been fully
completed, all amounts payable hereunder have been paid in full, and the warranty periods provided have
expired.
Sec. 31. Changes
The scope and schedule of services and materials provided under this Agreement may be changed from
time to time by a written change order mutually agreed upon and signed by duly authorized
representatives of each of the parties. When a change causes a modification to the amounts to be paid by
the City to Tiburon, the changes will be set forth in the change order document detailing the increase or
decrease. The Milestone Payment Schedule will be amended to reflect the new obligations. When a
change causes a modification to the amount of time needed to complete work to be performed by
Tiburon, the Project Schedule shall be amended, as necessary. Change Orders will be processed through
use of a document to be presented to the City. Tiburon and the City (acting through its Director of Fire -
Rescue), may agree to amend this Attachment during the term of the Agreement.
Sec. 32. General City Responsibilities
Sec. 32.1. Timely performance. The City acknowledges that the dates set forth in the Project Schedule
for completion of the services to be provided by Tiburon under this Agreement depend upon the timely
fulfillment of the City Responsibilities. Tiburon shall not be responsible for any delays in the Project
Schedule directly and primarily caused by the City's failure to perform the City Responsibilities.
Sec. 32.2. Failure to perform. The City's failure to perform the City Responsibilities in accordance with
the Project Schedule shall constitute a material default under the Agreement, however, prior to a material
default being declared, the parties will consider, and use if appropriate, all methods of conflict resolution
provided by this Agreement.
Sec. 32.3. City response time. The City shall respond within ten (10) business days to any written
request submitted by Tiburon for information, clarification or approval of any designs, specifications,
documents, or proposed change orders or amendments.
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June 15, 2004 System Implementation Agreement
Sec. 32.4. Client Representative. The City shall provide access to facilities for installation of the System,
and agrees to appoint a Client Representative who shall be responsible for review, analysis and acceptance
of Tiburon's performance and the coordination of the City personnel, equipment, vehicles and facilities. The
City's Representative shall be empowered to make decisions with the authority to bind the City with respect
to the work being performed under this Agreement, including specifically the Scope of Work. It is
understood that significant changes to the Scope of Work or other obligations of the parties may be subject
to approval or ratification by the City Commission. However, within the proper application of the
Agreement, the following items are within the authority of the Client Representative.
Sec. 32.5. Network Installation. Install and certify all necessary network infrastructure as required by
Tiburon for the installation of the system provided under the terms of this Agreement.
(a)
Manage the Installation. Have responsibility for managing the installation of the System
on behalf of the City.
(b) Provide Review Services. Review and provide input into the development of detailed
functional documentation as defined in this Agreement and respond to each document
within 15 working days of receipt.
(c) Provide Project -Related Information as Required by Tiburon. Provide day-to-day
information and data concerning the City's operations and activities. If the City's response
is inadequate or the request is major in scope, then Tiburon shall make a written request
specifying the desired response time, and the City's Representative shall provide written
response within that time, if reasonable, or specify when such response shall be
forthcoming.
(d) Manage the Change Order Process. Advise Tiburon, of any changes in the City's
requirements, initiate change orders as specified in this Agreement, and approve change
orders, with approval of the director of information technology.
(e) Coordinate Resources as Required. Provide personnel for file editing, table building,
obtaining source documents and other necessary tasks in a timely manner, and for
maintaining the City -owned equipment.
(f) Provide Computer Time and Supplies. Provide and make available all necessary
computer time and supplies required for System operation and maintenance.
(g)
Perform Backups as Required. Perform backup functions on an ongoing basis as
specified in System Documentation.
(h) Provide Communication Line(s) for External Sources. Provide all communication
line(s) required for use with Tiburon's software interfaces and support modem.
Sec. 33. General Tiburon Responsibilities.
Sec. 33.1. Scope of Work. Tiburon will be responsible for a variety of products and services as defined in
the Scope of Work including, but not limited to:
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June 15, 2004 System Implementation Agreement
(a) project management services;
(b) ordering of hardware and software,
(c) installation/integration services,
(d) training and support services.
Sec. 33.2. Additional responsibilities. Further, the responsibilities of Tiburon in this area shall include, but
are not limited to:
(a) Appoint Project Manager. Tiburon will appoint an Project Manager that will have the
authority to make significant decisions relevant to the project and have direct access to
Tiburon's management for resolving problems beyond the Project Manager's immediate
authority. At all times during the Agreement, the Project Manager shall be reasonably
accessible to the City.
(b) Ordering of hardware components and schedule installation as appropriate.
Hardware will not be ordered until the City agrees in writing to order the equipment.
Any price increases experienced by Tiburon from hardware suppliers and third party
resellers, shall be the responsibility of Tiburon. Any price decreases shall benefit
Tiburon. The hardware shall be installed pursuant to the terms and conditions of this
Agreement and in accordance with the timelines and scope as outlined in this Agreement.
Tiburon understands that the City has relied upon the expertise of Tiburon in the
determination of the hardware configuration and components to effectively address the
terms and conditions of this Agreement. As such, Tiburon assumes full responsibility to
insure that all required components are included in the proposed configuration which has
been accepted by the City. Any components that are (1) deemed mutually missing from the
configuration and are required to effectively operate Tiburon's Application Software, or (2)
deemed incompatible or otherwise unsuited for use by the City for the purposes stated
herein, shall be replaced by Tiburon at no additional charge to the City within 10 days of
receipt of written notice.
(c) Warranty Compatibility. The Tiburon Applications will not fail to perform in
accordance with the performance standards set forth in the Statement of Work as a result
of the equipment specified in the Pricing Summary and provided by Tiburon under this
Agreement. Tiburon shall be responsible for the performance of the Tiburon
Applications in combination with products, elements, or components not supplied by
Tiburon to the extent that Tiburon has provided the interface between such equipment
and non -Tiburon products, elements or components, including, but not limited to, City's
network pursuant to this Agreement. Tiburon shall be responsible for the testing,
certification and integration of the Tiburon -supplied products into the City network. The
network is comprised of cabling hubs, switches, routers, file servers, data circuits, interface
hardware and network software. Attachment "6" identifies Tiburon's specifications for the
hardware and network environment. Tiburon agrees their system will perform as warranted
if the City meets these specifications. In the event future problems are determined to be
caused by the components installed by the City, repair shall be the City's responsibility.
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June 15, 2004 System Implementation Agreement
Tiburon and the City (acting through its Director of Fire -Rescue), may agree to amend this
Attachment during the term of the Agreement.
(d) Install and Test Application Software. Application Software will be installed pursuant to
the terms and conditions of this Agreement and in accordance with the timelines and scope
as outlined in Attachment "3," the Statement of Work.
(e)
Confirm and Test Software Functionality. Tiburon will document that all software
requirements as proposed in Tiburon's proposal will be provided to the City, and will
include all software requirements in its Acceptance Test Plan.
(f) Training and Support Services. Tiburon will provide training and support services
pursuant to the terms and conditions of this Agreement and in accordance with the
timelines and scope as outlined in this Agreement.
Sec. 34. Shipping and Risk of Loss
All sales and deliveries are F.O.B. Destination at which time risk of loss shall pass to the City. Tiburon
shall retain risk of loss for equipment, goods and materials delivered to Tiburon's possession at its
development facilities for purposes of System development and integration until such equipment, goods
and materials have been delivered to the City's facilities. Title to equipment, goods and materials will
pass to the City upon payment. Deliveries to the City shall be addressed to the address set forth in
Section 2.2 hereof unless the City designates a different address in a written notice. Tiburon reserves the
right to make deliveries to the City in installments, and this Agreement shall be severable as to such
installments.
PART IV. EQUIPMENT
Sec 35. Equipment Compatibility
Sec. 35.1. Tiburon -Supplied Equipment. The Applications will not fail to perform in accordance with
the performance standards set forth in the Statement of Work as a result of the equipment specified in the
Pricing Summary and provided by Tiburon under this Agreement.
Sec. 35.2. Other Equipment. Except for any agreement of Memorandum of Understanding between the
City, Tiburon and a third party, Tiburon shall not be responsible for the performance of the Applications
in combination with any other products, elements, or components not supplied by Tiburon except to the
extent that Tiburon has provided the interface between such equipment and non -Tiburon products,
elements or components pursuant to this Agreement.
Sec. 35.3. Substitute Equipment. For any equipment specified in the Pricing Summary and provided by
Tiburon under this Agreement that is no longer available due to model changes or other reasons beyond
the reasonable control of Tiburon, Tiburon shall provide equipment of same or equal quality,
performance and capacity.
Sec. 35.4. City -Provided Equipment. THE CITY SHALL BE RESPONSIBLE FOR ANY
EQUIPMENT NOT PROVIDED DIRECTLY BY TIBURON UNDER THIS AGREEMENT,
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June 15, 2004 System Implementation Agreement
INCLUDING WITHOUT LIMITATION THE CONDITION, OPERATION, AND PERFORMANCE IN
THE SYSTEM OF SUCH EQUIPMENT, AND FOR THE INSTALLATION OF SUCH EQUIPMENT
AND ASSOCIATED SOFTWARE, INTEGRATION INTO ANY APPLICABLE COMMUNICATIONS
NETWORK, COMPATIBILITY WITH TIBURON SOFTWARE, PERFORMANCE AND DATA
CAPACITIES, TIBURON PERSONNEL COSTS AND RELATED EXPENSES DUE TO TIME LOST
DUE TO PROBLEMS WITH CITY -PROVIDED SOFTWARE OR EQUIPMENT, AND ANY IMPACT
ON TIBURON SOFTWARE OR EQUIPMENT WHICH IMPACTS OVERALL SYSTEM
OPERATION OR PERFORMANCE. TIBURON WILL UNDERTAKE THE AFOREMENTIONED
RESPONSIBILITIES FOR CITY -PROVIDED EQUIPMENT ONLY UPON THE PAYMENT OF
ADDITIONAL INTEGRATION FEES EXPRESSLY AND SPECIFICALLY DESIGNATED FOR
SUCH PURPOSE IN THIS AGREEMENT OR BY A CHANGE ORDER HERETO.
Sec. 36. Reserved.
PART V. ACCEPTANCE PROCEDURES
Sec. 37. Standards of Performance.
Sec. 37.1. Standards in General. The following standards of performance are to be met during the Final
System Acceptance Period in order for acceptance to take place. In addition, Tiburon agrees to meet such
standards during the term of this Agreement, with the understanding that projected estimated volume
transactions will not be exceeded. If the standards are not met in the period following Final Systems
Acceptance, Tiburon agrees to take responsibility to work with City and solve the problem.
Sec. 37.2. Guaranteed Response Times.
(a) RMS response time — 2 seconds or less, 98% of the time for command entry, screen
changes and direct inquiries, none of these operations to exceed 5 seconds;
Note: Response time, for all categories, is the time elapsed between depressing the enter key and the
appearance of the data requested on the next screen
Sec. 37.3. System Uptime. System uptime is defined as 99% for RMS and 99% for MDC availability for all
functions of Tiburon's applications on a 24-hour, 7-day basis.
Sec. 37.4. Final Determination. The City in consultation with Tiburon has authority to make the final
determination of whether the components of the System meet all specifications and performance standards.
Such determination shall be made in accordance with all contractual requirements.
Sec. 38. Acceptance Testing. Acceptance testing shall be established during the development of the system
to reflect any changes or modifications to the system enacted during the development of the system.
Sec. 38.1. Hardware — Preliminary Testing. The City will authorize all hardware configurations prior to
Tiburon placing orders with vendors. Tiburon will demonstrate proper hardware operation to the City for all
equipment provided by Tiburon. Successful installation is determined by the criteria in the contract
Page 23 of 33 Pages
June 15, 2004 System Implementation Agreement
documents. The City shall test and install all personal computers and workstations in the city other than
those that are to be provided by Tiburon. Upon installation of all workstations and system components
provided by Tiburon, Tiburon shall conduct testing to verify all hardware components provided by Tiburon
are functioning properly and in accordance with the manufacturer's system documentation and all
contractual requirements. On the date Tiburon has determined that the hardware is functioning properly and
without error or malfunction, Tiburon and the City will verify, according to all contractual requirements,
that the components have been successfully installed.
Sec. 38.2. Reserved
Sec. 38.3. Application Software Modules — Preliminary Acceptance Testing. Tiburon is responsible
for insuring that all documentation specifying system functionality that is used as a basis for system
testing is validated through a mechanism mutually agreed upon by the parties. The validation mechanism
shall appropriately link all agreed upon functionality to the implemented system. Testing for the
installed application modules shall be in accordance with all contractual requirements.
Sec. 38.4. Reserved
Sec. 38.5. System -wide Final Acceptance Testing. At a time mutually agreed upon by the parties, the
City will conduct a 60-day Final Acceptance test, according to the Final Acceptance test procedures.
Sec. 38.6. Results of System -wide Final Acceptance Test.
a) Purpose. Final system -wide testing is done to ascertain the system's capability to operate in
conformity with the Warranties, Requirements and Provisions as contained in this Agreement.
System -Wide testing shall be conducted in accordance with, and testing completion shall be
assessed against the criteria set forth in, Section 1.3 of Attachment A2 to the Statement of Work.
b) Notice of Final Acceptance. Upon final acceptance, the City will provide notice of Final
Acceptance to Tiburon representing the System has been successfully installed and accepted by
the City. Final Acceptance will not be unreasonably withheld.
c) Test period. The City will provide the notice of Final Acceptance to Tiburon only after the
System operates in accordance with the requirements of this Agreement for a continuous 60-day
period.
d) Extension of the test period. At the end of the initial 60-dayperiod the parties will agree on the
System's performance. If less than that required by this Agreement, the testing period will be
extended for one day. At the end of that time the requirements of the System will be calculated a
new. If the then current 60-day period (days 2 through 61) reflects compliance with the
requirements established by this Agreement, that condition for acceptance will be met. If Tess
than that required by this Agreement, the testing period will be extended for yet an additional one
day. At the end oft hat day the requirements of the System will be calculated anew based on the
most current 60-day period (days 3 through 62). if the then current 60-day period reflects
compliance with the requirements established by this Agreement, then that condition for
acceptance will be met. This process will be repeated until the System meets reliability
requirements established by this Agreement for a continuous 60-day period.
Sec. 38.7. Tests. Tests shall be performed as provided in the Statement of Work, Attachment "3."
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June 15, 2004 System Implementation Agreement
Sec. 38.8. Use of system prior to acceptance. It is understood that the City's use of the system, or any part
thereof, prior to acceptance will not constitute an implied acceptance.
Sec. 39. 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) based upon a Force Majeure Event. Upon the occurrence of 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.
Section 39.5. Software License and Transfer
39.5.1 Except as specifically provided herein, Tiburon shall at all times retain all title and
interest in and to each of the Tiburon Applications and all Derivative Works, Maintenance
Modifications, Enhancements and Documentation with respect thereto and all Tiburon Confidential
Information.
39.5.2 Upon the Client's preliminary acceptance of any Tiburon Application, in accordance with
the Statement of Work and the Client's payment of all amounts due hereunder with .respect thereto,
Tiburon will grant to the Client a limited right to use the Tiburon Application, in Object Code only,
pursuant to, and subject to the terms of, Tiburon's then standard software license agreement (the
"Software License Agreement"). The Client shallhave no right to use any Tiburon Application until
such Tiburon Application has been preliminarily accepted in accordance with the Statement of Work, and
Tiburon and the Client have duly executed the Software License Agreement.
39.5.3 Tiburon may provide to the Client certain third -party software applications in the
quantities requested by the Client pursuant to this Agreement (the "Third -Party Software"). The right to
use any such Third -Party Software may be granted to the Client under the Software License Agreement
or pursuant to a separate software license agreement with the developer of such Third -Party Software.
The Client shall have no right to use such Third -Party Software until the Client has executed the
Software License Agreement or a separate software license agreement with the developer of such Third -
Party Software, as applicable, and until the Client has paid for all license or sublicense fees in connection
therewith. Tiburon will integrate such Third -Party Software into the System and such Third -Party
Software may constitute a deliverable for purposes of this Agreement. If it is determined that insufficient
licenses or sublicenses for such Third -Party Software have been purchased, through no fault of Tiburon,
the Client shalt be responsible for any additional costs associated with obtaining such additional licenses
and the costs and fees associated with integration of such additional Third -Party Software into the
System. The Client shall have no right to the Source Code with respect to any Third -Party Software.
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June 15, 2004 System Implementation Agreement
PART VI. WARRANTIES
Sec. 40. Limited Warranty
Sec. 40.1. Warranty of Title. Tiburon warrants that it holds title and/or copyright to all Tiburon
Application Software and its associated modules licensed and delivered pursuant to this Agreement.
Sec. 40.2. Conformity with Statement of Work and As -Built Specifications. Tiburon warrants that
each Tiburon Application shall, for a period of one year following acceptance of such Tiburon
Application in accordance with the Statement of Work, conform to the As -Built Specifications with
respect to such Tiburon Application.
Sec. 40.3. Support. Upon acceptance of each Tiburon Application (on an application -by -application
basis) in accordance with the Statement of Work, the City shall enter into either Tiburon's then -current
standard support agreement (the "Support Agreement"), or an amendment thereto, or an agreement in
substantial form as that in the Maintenance Agreement attached to this Agreement, pursuant to which
Tiburon will provide warranty support and, upon expiration of the warranty period and payment of the
applicable annual support fee, extended support for such Tiburon Application. THE FOREGOING
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST
INFRINGEMENT. It is understood that the City has purchased a suite of integrated applications that
function as a system.
Sec. 40.4. Third -Party Products. Tiburon makes no warranty with respect to any Third -Party Products.
Warranty coverage for Third -Party Products shall be provided in accordance with the original
manufacturers' warranty provisions.
Sec. 41. Limitation of Liability
TIBURON'S LIABILITY FOR ANY CLAIM, WHETHER IN TORT, CONTRACT OR OTHERWISE,
SHALL BE LIMITED TO THE TOTAL AMOUNT TO BE PAID TIBURON UNDER THIS
AGREEMENT. IN NO EVENT SHALL TIBURON BE LIABLE TO ANY PART' FOR LOSS OR
DAMAGES DUE TO ERRORS IN ANY OF THE TIBURON 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, IF A COURT OF
COMPETENT JURISDICTION DETERMINES THAT RELEVANT LAWS IN FORCE MAY IMPLY
WARRANTIES AND LIABILITIES WHICH CANNOT BE EXCLUDED OR LIMITED OR WI -UCH
CAN ONLY PARTLY BE EXCLUDED OR LIMITED, THEN THE LIMITS ON TIBURON'S
LIABILITY SET OUT IN THIS AGREEMENT SHALL APPLY TO THE FULLEST EXTENT
PERMITTED BY LAW.
Page 26 of 33 Pages
June 15, 2004 System Implementation Agreement
Sec. 42. Disclaimer.
EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, TIBURON DISCLAIMS ALL
WARRANTIES WITH RESPECT TO ANY OF THE 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.
PART VII. TERMINATION
Sec. 43. Reserved
Sec. 44. Termination for Default
Subject to completion of the dispute resolution procedures set forth in this Agreement, in the event that
either party hereto materially defaults in the performance of any of its obligations hereunder, the other party
may, at its option, terminate this Agreement by providing the defaulting party thirty (30) days' prior written
notice of termination, which notice shall identify and describe with specificity the basis for such
termination. lf, 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), termination shall not take place.
Sec. 45. Termination Without Cause by the City
The City may terminate this Agreement without cause by providing Tiburon at least thirty (30) days' prior
written notice of termination.
Sec. 46. Consequences of Termination
Upon termination of this Agreement for whatever reason:
(a) Tiburon shall be under no further obligation to provide services hereunder;
(b) Tiburon shall return to the City all City 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 City shall return to Tiburon all Tiburon Confidential information in the City'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) except
any hardware, software, or documents that have been accepted by the City and for which
payment has, or will be, made, and all Third Party Products in its possession not yet
accepted and not yet paid for in full together with all copies of documentation and other
material related thereto, and shall certify in a written document signed by the City
Representative that all such information and material has been returned;
Page 27 of 33 Pages
June 15, 2004 System Implementation Agreement
(e)
(d) the City shall cause payments to be made to Tiburon within thirty (30) days of receipt of
invoice for all outstanding invoices representing items accepted by the City submitted to
the City prior to the effective date of the termination and for all costs and expenses
incurred prior to the effective date of the termination to the extent not invoiced prior to
the effective date of the termination, based upon Tiburon's then -current labor rates;
in the event of termination by the City for convenience the City shall cause payments to
be made to Tiburon within thirty (30) days of receipt of invoice for all cancellation,
restocking or residual fees resulting from the cancellation or return. of Third Party
Products ordered from or shipped by the vendor thereof prior to the effective date of the
termination.
Sec. 47. Survival
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.
PART VIII. ENFORCEMENT
Sec 48. Bonds
Tiburon shall furnish a Payment Bond and Performance Bond to City on City furnished forms reflected
in Attachment "7," executed by a Surety, in the amount of this Agreement guaranteeing Tiburon's
faithful performance of each and every term of this Agreement and all authorized changes thereto, Surety
must:
(a) Be approved by City's Finance Department; and
(b) Be qualified to issue bonds at amounts specified in the Department of the Treasury
Circular 570; and
(c) Be licensed by the State of Florida to do business in the State of Florida; and
(d) Retain an A.M. Best rating of "B+, Class V" for Bonds in excess of $200,000.
Sec. 49. Performance
Tiburon agrees to perform all work as defined in this Agreement within the time specified. If Tiburon fails
to perform as required, the City has the right to take appropriate action, including but not limited to:
(a) meeting with Tiburon to review the quality of the work and resolve matters of concern;
(b) requiring Tiburon to repeat the work at no additional fee until it is satisfactory; and
(c) terminating the Agreement, but only after the parties have considered, and used if
appropriate, all methods of conflict resolution provided by this Agreement.
Page 28 of 33 Pages
June 15, 2004 System Implementation Agreement
Sec. 50. Insurance
Sec. 50.1. Required coverages. Tiburon shall procure and maintain in effect during the term of this
Agreement the following insurance coverages with an insurance company or companies authorized to do
business in the State of Florida and approved by the City with a Best rating of no less than A:VII:
(a) Workers' Compensation and Employers Liability insurance in accordance with the laws
of the State of Florida with liability limits of One Million Dollars ($1,000,000.00) per
accident.
(b) Comprehensive General Liability and Broad Form Comprehensive General Liability or
Commercial General Liability including bodily injury, personal injury, and property
damage in the amount of a combined single limit of One Million Dollars ($1,000,000),
each occurrence, and Two Million Dollars ($2,000,000) in aggregate limit.
(c) Comprehensive Auto Liability including bodily injury, personal injury and property
damage in the amount of a combined single limit of One Million Dollars
($1,000,000.00). Coverage must include all automobiles utilized by Tiburon in
connection with its performance of the services hereunder.
Sec. 50.2. Notice to City of changes or cancellation. Thirty (30) days prior written notice will be given
to the City in the event of any material change in or cancellation of the policy.
Sec. 50.3. Additional insured. The Commercial General and Automobile Liability Insurance specified
above shall provide that City and its agencies, officials, officers, and employees, while acting within the
scope of their authority, will be named as additional insureds for the services performed under this
Agreement. Tiburon shall provide to City at execution of this Agreement a certificate of insurance
showing all required endorsements and additional insureds.
Sec. 50.4. Notice of losses. Tiburon shall give prompt written notice to the City of all known losses,
damages, or injuries to any person or to property of the City or third persons that may be in any way
related to the services being provided hereunder or for which a claim might be made against the City.
Tiburon shall promptly report to the City all such claims that Tiburon has noticed, whether related to
matters insured or uninsured. No settlement or payment for any claim for loss, injury or damage or. other
matter as to which the City may be charged with an obligation to make any payment or reimbursement
shall be made by Tiburon without the prior written approval of the City.
Sec. 51. Indemnification
Tiburon agrees to protect, defend, indemnify, and save the City, its agents, officials, employees, or any
firm, company, organization, or individual to whom the City may be contracted, harmless from and
against any and all claims, demands, actions, and causes of action of which Tiburon is given prompt
notification and over which Tiburon is given control to resolve (the "Indemnified Matters"), which may
arise on account of illness, disease, loss of property, services, wages, death or personal injuries caused in
whole or in part by Tiburon, whether or not caused in part by any act or omission of the City, its
agencies, officials, officers, or employees, in the performance of the services hereunder; provided,
however, that IN NO EVENT SHALL TIBURON BE LIABLE FOR ANY LOSS OR DAMAGES
RELATED TO THE OPERATION, DELAY OR FAILURE OF SOFTWARE OR EQUIPMENT
Page 29 of 33 Pages
June 15, 2004 System Implementation Agreement
PROVIDED BY TIBURON OR FOR THE ACCURACY OR COMPLETENESS OF DATA, AND
UNDER NO CIRCUMSTANCES SHALL TIBURON BE LIABLE FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES.
Sec. 52. 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.
Sec. 53. Venue
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.
Sec. 54. 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.
Sec. 55. Rights and Remedies Not Exclusive.
All rights and remedies granted to the parties herein and any other rights and remedies which they may
have at law and in equity are hereby declared to be cumulative and not exclusive, and the fact that a party
may have exercised any remedy without terminating this Agreement shall not impair the parry's rights
thereafter to terminate or to exercise any other remedy herein granted or to which the party may be
otherwise entitled.
Sec. 56. Audit
Sec. 56.1. Authority to Audit. The City Auditor shall have the right to audit this Agreement and all
books, documents and records relating thereto.
Page 30 of 33 Pages
June 15, 2004 System Implementation Agreement
Sec. 56.2. Maintenance of Records. Tiburon shall maintain all its books, documents and records relating
to this Agreement during the Agreement period and for three (3) years after the date of final payment.
Sec. 56.3. Production of Records. The books, documents and records of Tiburon in connection with this
Agreement shall be made available at its Fremont, California, office to the City Auditor, the City's
Internal Auditor, the City's Director of Human Relations and the City department administering this
Contract within ten (10) days after the written request is made. Alternatively, upon request of the City,
Tiburon will provide copies of its documents, certified by a responsible official of Tiburon to constitute
true and accurate copies of all documents requested, at the offices of the City.
Sec. 57. Informal Dispute Resolution
Sec. 57.1. Cooperative Efforts. 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.
(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 employees 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.
(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
(Business Days)
0to5th
6'h to 10t"
11 th to 15"
Tiburon City
Representative Representative
Project Manager Project Manager
Operations Manager William W. Bryson
Fire Chief
Executive Officer Joe Arriola
City Manager
Sec. 57.2 Compliance with Agreement. Notwithstanding the fact that the parties may be attempting to
resolve a dispute in accordance with the informal dispute resolution procedures set forth in this
Agreement, the parties agree to continue without delay all their respective responsibilities under this
Agreement that are not affected by the dispute.
Page 31 of 33 Pages
June 15, 2004 System Implementation Agreement
Sec. 57.3. Inability to Solve Disputes Informally. In the event that the parties are unable to resolve a
dispute by complying with the informal dispute resolutions procedures, the dispute shall be settled as
permitted by this Agreement.
Sec. 57.4. Equitable Relief. Notwithstanding the foregoing, either party may, before or during the
exercise of the informal dispute resolution procedures, 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.
Sec. 58. Mediation and 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.
PART IX. ATTACHMENTS
Sec. 59. 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 I")
("Attachment 2")
("Attachment 3")
("Attachment 4")
("Attachment 5")
("Attachment 6")
("Attachment 7")
Page 32 of 33 Pages
June 15, 2004 System Implementation Agreement
PART IX. AGREEMENT EXECUTION AND CERTIFICATIONS
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
Page 33 of 33 Pages
June 15, 2004 System Implementation Agreement
SYSTEM IMPLEMENTATION AGREEMENT
"ATTACHMENT 1"
(Section 28)
Milestone Payments
(Milestone Payments document following this cover page)
June 9, 2004
Page 1 of 1 Pages
System implementation Agreement
Attachment 2 — State of Florida Tax Exemption Letter
37
"Attachment 2!1
(Section 28.8)
State of Florida Tax Exemption Letter
Consumer's Certificate of Exemption
!issued Pursuant to Chapter 212, Florida Statutes
oR-14
R.O1A2
23-08-330380-54c 1 _ 10/30/02 J 10/30/07 (MUNICIPAL GOVERNMENT
Csniflaa7s Num1Hr — ETPiw—VIIGiN Lrdin n. su *^p n . p°ry
This certifies that
CITY OP MIAMI
444 SW 2N0 AV!
MIAMI PL 33130
la exempt from the payment of Florida sales and use tax on real property rented. transient renter property rented. tangible
personal property purchased or rented. or services purchased.
I
Important Information for Exempt Organizations
R. o1ro7
Vou must provide all vendors and'supptlera with an exemption 64sitifloate before making tax-exempt purchases:
Sea Ruie 12A-1.038, Florida Adminisuallve Code (FAC).
2. Your Consumers Certificate of Exemption is to be used solely by your organization for your organizatlan's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even It the individual will be
reimbursed by the organization.
4. This exemption applies only to purchasae your organization makes. The sate or !ease to others by your
organization of tangIbte persons) property, sleeping accommodations or other real property Is taxable. Your
organization must register, and collect end, remit sales and use tax on such taxable transactions. Note: Churches
ere exempt from this requirementexcept when they are the lessor of real property (Rule 12A.1.070, FAG). •
5. It I a criminal offense to fraudulently present thle certificate to evade the payment of sates tax. Under no
clrcumatances should this certificate be used for the personal benefit of any individual. Violators will be liable for
payment of the galas tax plus a penalty of 200% of the tax. and may be subject to conviction of a third degree
felony. Any violation will necessitate the revocation of this certificate.
8. If you haw questions regarding your exemption certlflaate, please contact the Exemption Unit of Central
Registration at 050-487-4130. The mailing address Is a050 West Tennessee Strsal,•Tailehassee,
FL 32329.0100.
•
June 9, 2004
Page 1 of 1 Pages
System Implementation Agreement
Attachment 2 — State of Florida Tax Exemption Letter
SYSTEM IMPLEMENTATION AGREEMENT
"ATTACHMENT 3"
FRMS V7.4
MIAMI FIRE DEPARTMENT,
FLORIDA
STATEMENT OF WORK (SOW)
Page 1 of 22 Pages
June 9, 2004 System Implementation Agreement
Attachment 3 — Statement of Work
Table of Contents
Task: FRMSITi Project Initiation 3
Task: FRMS/Ti Project Management 5
Task FRMSITI Business Practice Review 7
Task: FRMSITi Project Implementation Plan 8
Task: FRMSITi Equipment On -site Delivery and Staging of Hardware
9
Task: FRMS/Ti Software Configuration 10
Task: FRMSITi Functional System Specification Document 11
Task: FRMSITi Workstation Software Install 11
Task: FRMSITi Code Table and General File Building 12
Task: FRMSITi Functional Testing 12
Task: FRMSITi System interfaces 13
Task: FRMSITi Integration Testing 14
Task: FRMSITi Technical/User Training 15
Task: FRMS/T1 Production Cutover and Final System Acceptance
16
Task: FRMSITi Performance Test 17
Task: FRMSITi Reliability Test 18
Task: FRMSITi Final Certification 19
Attachment A-1 20
A-1 Performance Specification - FRMSITI 20
Attachment A-2 21
A-2 Reliability Specification — Database Products 21
Page 2 of 22 Pages
June 9, 2004 System Implementation Agreement
Attachment 3 — Statement of Work