CONTRACT 6988 License AgreementAgreement No. 6988
SOFTWARE SYSTEM MANAGEMENT AND SUBLICENSING
AGREEMENT BETWEEN THE CITY OF HAWTHORNE
AND THE EL SEGUNDO
This Agreement is made and entered into as of the 25thday of July , 2024,
by and between the CITY OF EL SEGUNDO, a California municipal corporation (hereinafter "EL
SEGUNDO"), and the CITY OF HAWTHORNE, a municipal corporation (hereinafter
"HAWTHORNE")
RECITALS
WHEREAS, EL SEGUNDO has determined a need and expressed its desire to continue
using the legacy suite of Tiburon/CentralSquare services ("Legacy Suite"), Mark43 Records
Management ("RMS"), Associated Interfaces ("Interfaces"), and various third -party public safety
applications ("Third Party"), as managed by HAWTHORNE (the "Public Safety Systems") and
connected to the Hawthorne public safety network; and
WHEREAS, HAWTHORNE has developed certain expertise and experience in deploying,
configuring and managing the Public Safety Systems; and
WHEREAS, EL SEGUNDO has determined a need and expressed its desire to continue
using the Public Safety Systems at certain designated locations without the responsibility for day-
to-day system management and HAWTHORNE has the available system management skills and
abilities to provide on -going support and maintenance; and
WHEREAS, Public Safety Systems vendors have licensed to HAWTHORNE the software
and other intellectual property comprising the Public Safety Systems, provides certain services
with respect to the maintenance and support of the Public Safety Systems, and has agreed to permit
the sublicensing of the Public Safety Systems by HAWTHORNE to EL SEGUNDO; and
9
Agreement No. 6988
WHEREAS, HAWTHORNE is willing to sublicense the Public Safety Systems to EL
SEGUNDO under the terms set forth herein and to perform certain designated set -vices
("Services") as set forth herein in connection therewith; and
WHEREAS, it has been determined that this Agreement is in the best interests of both EL
SEGUNDO and HAWTHORNE;
NOW, THEREFORE, in consideration of the mutual promises contained herein, EL
SEGUNDO and HAWTHORNS agree as follows:
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between EL SEGUNDO and
HAWTHORNE shall consist of this Agreement and the following:
EXHIBIT A: Scope of Services with Attachments
EXHIBIT B: Payment Schedule and Consulting Service Fee Schedule
EXHIBIT C-1: Tiburon/CentralSquare License Agreement
EXHIBIT C-2: Marlc43 License Agreement
In the event any discrepancies or inconsistencies between the provisions of this Agreement and
any of the above -referenced documents arise, the provisions of this Agreement will prevail. This
Agreement and the Exhibits set forth above, contain all of the agreements, representations and
understandings of the parties hereto, and supersede and replace any previous understandings,
commitments or agreements, whether oral or written.
2. TERM
a) This Agreement shall be retroactively effective from July 1, 2022 through June 30,
2025. Automatic one (1) year extensions shall continue thereafter, unless the
Agreement is terminated pursuant to Agreement Section 11(a).
2
Agreement No. 6988
b) Unless otherwise noted, ongoing vendor support and subscription agreements
include annual price increases. Therefore, extensions will be subject to annual
pricing increases, which HAWTHORNE must provide written notice of such
increase(s) to EL SEGUNDO within 60 days of HAWTHORNE's receipt of notice
of such increase(s) from the applicable Public Safety Systems vendor or vendors,
as applicable and ninety (90) days prior to any extension date.
3. SCOPE OF SERVICES
The Scope of Services is attached as EXHIBIT A. Tasks or Services other than those
specifically described in EXHIBIT A shall not be performed without the prior written approval of
both parties, including without limitation, the addition of software programs to the Public Safety
Systems. If EL SEGUNDO changes the scope of the HAWTHORNE Services to be performed, or
if HAWTHORNE is requested to perform Services not specifically described in the Scope of
Work, HAWTHORNE shall perform such Services as are necessary to complete the work, and
compensation for the work performed shall be paid by EL SEGUNDO in accordance with the fee
schedule attached hereto (EXHIBIT B) and incorporated herein by this reference.
4. EL SEGUNDO HARDWARE AND COMMUNICATIONS EQUIPMENT
All computer workstations, local area networking equipment and all other hardware (the
"Hardware") and the configuration of the Hardware, which are necessary for the use and
implementation of the client -based Public Safety Systems which are to be located at those facilities
of EL SEGUNDO, shall be acquired and maintained by EL SEGUNDO at its sole cost and
expense, and shall in all respects otherwise be and remain the sole responsibility of EL
SEGUNDO. Further, EL SEGUNDO shall at its sole cost and expense maintain existing network
connectivity availability necessary for HAWTHORNE to support the Public Safety Systems at the
3
Agreement No. 6988
Designated Locations. All parties acknowledge that any existing interfaces with the SBRPCA
Tiburon CAD will terminate when the replacement CAD goes live (estimated to occur in 2025).
5. DUTY OF CARE
HAWTHORNE agrees to employ due care and attention discharging its obligations
hereunder. EL SEGUNDO acknowledges that computer processing entails the likelihood of certain
human and machine errors, omissions, delays, and losses, including inadvertent loss of data or
damage to media, which may give rise to loss or damage.
The operation of the client -based applications of the Public Safety Systems and the use by
EL SEGUNDO of the software and Services identified in this Agreement are the sole responsibility
of EL SEGUNDO. HAWTHORNE's sole undertaking is limited to providing the software and
Services outlined herein in accordance with the terms and conditions of this Agreement. The
provision of the software and Services performed by HAWTHORNE to EL SEGUNDO shall not
be interpreted, construed, or regarded, either expressly or implied, as being for the benefit of or
creating any obligation toward any third party or legal entity other than EL SEGUNDO and
HAWTHORNE's obligations under this Agreement extend solely to EL SEGUNDO and not to
any resident of EL SEGUNDO or any other individual, corporation or other person.
EL SEGUNDO is responsible for adopting reasonable measures to limit EL SEGUNDO`s
exposure with respect to potential losses and damages, including (without limitation) examination
and confirmation of results prior to use thereof and provision for identification and correction of
errors and omissions.
6. SUBLICENSE
HAWTHORNE agrees to sublicense to EL SEGUNDO the right to use the Public Safety
Systems software currently licensed to HAWTHORNE. EL SEGUNDO shall be responsible for
n
Agreement No. 6988
acquiring appropriate rights to all other software necessary to run the Public Safety Systems by
EL SEGUNDO at the Designated Locations or any other location under its control. All rights of
EL SEGUNDO to use the Public Safety Systems software shall in all respects be subject to and
governed by the License Agreements between CentralSquare/Tiburon and HAWTHORNE
(EXHIBIT C-1) and Mark43 and HAWTHORNE (EXHIBIT C-2). EL SEGUNDO acknowledges
that it has read the terms of the CentralSquare/Tiburon and Mark43 License Agreements and agrees
to comply with the terms and conditions of both, and further agrees that neither it, nor any
employee, agent or any other person under the control of EL SEGUNDO, shall take any act, or
permit any omission, that would cause a termination of the CentralSquare/Tiburon or Mark43
License Agreements. Further, EL SEGUNDO's right to use the Public Safety Systems software
may not be transferred, leased, assigned, or sublicensed without HAWTHORNE's and
CentralSquare/Tiburon's or Mark43's prior written consent. This sublicense extends only to the
Public Safety Systems software which is the intellectual property of CentralSquare/Tiburon or
Mark43; or which CentralSquare/Tiburon and Mark43 have the right to sublicense and have
consented to this sublicense to EL SEGUNDO. HAWTHORNE makes no representation or
warranty that the Public Safety Systems software, or any of the software used in connection with
the Public Safety Systems, is not infringing on the copyright, patent, trademark, trade secret or
other intellectual property or proprietary rights of any thud person, and shall not be responsible
for any such infringement and merely passes through to EL SEGUNDO any warranty rights that
it may have vis a vis CentralSquare/Tiburon and Mark43; or any other third person with respect to
any rights it may have under its warranties from CentralSquare/Tiburon and Mark43 and any other
third party in the event of any assertion of infringement.
7. OWNERSHIP OF SYSTEMS, MATERIALS AND DATABASE
5
Agreement No. 6988
All systems, programs, operating instructions, and other documentation prepared by
HAWTHORNE, or which are otherwise now those of HAWTHORNE, shall be and remain the
property of HAWTHORNE. All data and source documents provided by EL SEGUNDO and all
output shall be, and remain, EL SEGUNDO's property. Upon termination of this Agreement, all
of EL SEGUNDO's information retained by HAWTHORNE's custom database files shall be made
available to EL SEGUNDO on computer readable media, of a type suitable for use on the specified
equipment, and HAWTHORNE shall return to EL SEGUNDO all documents and written records
of transactions belonging to EL SEGUNDO. Costs to cover such final servicing and handling of
materials and custom database files are deemed to be included in the processing establishment fee.
8. SCHEDULE OF PERFORMANCE AND PAYMENT
HAWTHORNE shall perform the Services identified in EXHIBIT A, and EL SEGUNDO
shall make payment according to the terms and provisions of the Payment Schedule (EXHIBIT
B). Notwithstanding the foregoing, the compensation payable by EL SEGUNDO to
HAWTHORNE pursuant to this Agreement and this section 8, must not exceed $75,000 for any
given fiscal year (i.e., July 1 through June 30).
9. AUDITS AND GOVERNMENT EXAMINATION
HAWTHORNE agrees to permit auditors or consultants retained by EL SEGUNDO to
audit or review the procedures for handling and processing of data hereunder upon reasonable
notice, compliance with HAWTHORNE's security procedures, and compensation for the time
necessary to complete the audit. The parties also acknowledge that certain federal and state
agencies may require access to facilities of HAWTHORNE to audit the performance of the
r
Agreement No. 6988
Services by HAWTHORNE for EL SEGUNDO under this Agreement, and HAWTHORNE will
cooperate with respect to all such governmental audits.
10. EL SEGUNDO RESPONSIBILITIES
EL SEGUNDO's responsibilities shall include the following:
a) EL SEGUNDO, at its sole cost and expense, shall maintain the Hardware,
Communications Equipment and installation sites required to conform to any utility
and communication interface specifications that HAWTHORNE,
CentralSquare/Tiburon, Mark43, or Third Parties may require as necessary to
operate efficiently and to Public Safety Standards including CLETS, DOJ, and the
FBI CJIS Security Policy.
b) EL SEGUNDO shall promptly inspect and test any new or upgraded Interfaces or
Third Parry services upon delivery by HAWTHORNE and shall promptly notify
HAWTHORNE of any defect or functional failure.
c) EL SEGUNDO shall provide HAWTHORNE personnel with the workspace
necessary for the proper execution of its service obligations as necessary and
required by HAWTHORNE.
d) EL SEGUNDO will make available network access time for the testing and
maintenance of software as necessary and required by HAWTHORNE.
11. TERMINATION
a) Either Parry may terminate this Agreement for convenience upon ninety (90) days'
written notice to the other Party.
b) This Agreement may be terminated at any time by mutual consent of the Parties, or
by either party upon written notice to the other party, if the other party breaches a
Agreement No. 6988
material term of this Agreement and such breach remains uncured for thirty (30)
days after the other party's receipt of such notice.
c) HAWTHORNE shall have the right to terminate this Agreement (including all
Services and Sublicensing) upon thirty (30) days written notice should EL
SEGUNDO fail to, or is unable to, pay any undisputed amount due hereunder
without such action constituting a breach or incurring any liability herein.
d) If HAWTHORNE reasonably determines that EL SEGUNDO' S use of the licensed
or supported Public Safety Systems, Interfaces, or Third Party products: (i) Fails to
comply with the License Agreements (Exhibits C-1 and C-2); (ii) Poses a security
risk to EL SEGUNDO, HAWTHORNE, or any third party, or (iii) Subjects EL
SEGUNDO, HAWTHORNE, or any third party to possible liability, then
HAWTHORNE may immediately upon notice temporarily suspend EL
SEGUNDO'S right to access any portion of the Public Safety Systems, Interfaces,
or Third Party products, pending remedial action by EL SEGUNDO, or after a
period of 30 days, terminate the Agreement.
12. MAINTENANCE
The terms of maintenance of the System shall be as set forth in EXHIBIT A.
13. TAXES
EL SEGUNDO shall promptly report and pay all applicable federal, state, and local taxes
designated, levied, or based (1) upon the any consideration payable or paid by EL SEGUNDO
hereunder; (2) on account of this Agreement; or (3) with respect to use by EL SEGUNDO of the
Public Safety Systems or any associated software, or the installation thereof at the Designated
0
Agreement No. 6988
Locations. EL SEGUNDO shall indemnify and hold harmless HAWTHORNE from all claims
and liability resulting from EL SEGUNDO failure to report or pay such amounts.
14. DISCLAIMER OF WARRANTIES
EL SEGUNDO UNDERSTANDS AND AGREES THAT NO WARRANTIES,
WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
ANY WARRANTY OF NON -INFRINGEMENT, SHALL APPLY TO THE SOFTWARE,
INTERFACES, AND THIRD PARTY SERVICES UNDER THIS AGREEMENT, WHICH IS
FOR INSTALLATION, TRAINING, MAINTENANCE AND SUPPORT ONLY, EXCEPT AS
ANY SUCH WARRANTY SHALL COME FROM CENTRALS QUAREMBURON, MARK43,
OR ANY ORIGINAL LICENSOR OF SUCH SOFTWARE. ALL IMPLIED WARRANTIES
ARE HEREBY AND EXPRESSLY DISCLAIMED.
HAWTHORNE's sole obligation for breach of this Agreement is limited to redoing any
work previously done by HAWTHORNE which HAWTHORNE reasonably believes may remedy
the problem experienced by EL SEGUNDO at HAWTHORNE's own expense, which shall be EL
SEGUNDO's sole and exclusive remedy. Any such redo of work is conditioned upon the software
not having been altered or repaired by any individual other than HAWTHORNE employees or
agents, and HAWTHORNE shall not be responsible for any defects resulting from the
mishandling, abuse, misuse, improper storage or improper operation, including use in conjunction
with equipment which is electrically or mechanically incompatible with, or of inferior quality to,
the Hardware, as well as failure to maintain the equipment as specified by HAWTHORNE.
15. SECURITY AND PRIVACY
9
Agreement No. 6988
a) HAWTHORNE agrees that to the extent allowed by law, none of its officers or
employees shall use or reveal any research or statistical information fiunished by
any person and identifiable to any specific private person for any purpose other than
the purpose for which it was obtained. Copies of such information shall not without
the prior written consent of the person furnishing such information, be admitted as
evidence or used for any purpose in any action, suit or other judicial or
administrative proceedings, unless ordered by a court of competent jurisdiction. EL
SEGUNDO shall be notified immediately upon receipt of any such order of court,
pertaining to production of such information.
b) EL SEGUNDO recognizes that as users of the Public Safety Systems, their
personnel will have access to confidential criminal records, Department of Motor
Vehicle Records, and other criminal justice information via cooperative local
agencies' databases and JDIC/CLETS/NCIC. EL SEGUNDO further recognizes
that all access to information through the use of HAWTHORNE systems is for law
enforcement use only and is based on the "need to know" and the "right to know"
and that misuse of such information may adversely affect an individual's civil rights
and violates the law and/or CLETS Policy.
c) EL SEGUNDO is responsible for establishing and maintaining compliance with the
California Law Enforcement Telecommunications System Policies, Practices, and
Procedures (CLETS PPP) and the FBI CJIS Security Policy. It is the responsibility
of the EL SEGUNDO Police Department's EL SEGUNDO CLETS Coordinator
(ACC) to ensure, annually, the requirements of the CLETS PPP and FBI CJIS
Security Policy are reviewed to ensure the department remains in compliance. The
In
Agreement No. 6988
CLETS policies can be found on the California Law Enforcement Website at
https://clew.doj.ca.gov. The latest FBI CJIS Security Policy can be found online at
https:// www.fbi.gov/services/cjis/cjis-security-policy-resource-center.
16. CHANGES TO FILES AND/OR HARDWARE CONFIGURATION
Any changes to files and/or hardware which may affect software performance, including
but not limited to changes to existing or specified hardware configurations, network
configurations, terminal and printer characteristics, without the prior written consent of
HAWTHORNE shall, at HAWTHORNE's election, void this Agreement. HAWTHORNE may,
at its option, provide requested support with respect to any such reconfigured systems with a
minimum of forty-eight (48) hours advance notice; on a time and material basis only, apart from
any other amounts owing from EL SEGUNDO hereunder.
17. CONFIDENTIAL TREATMENT OF INFORMATION
HAWTHORNE shall maintain in confidence, and shall not disclose to any third party,
unless directed to do so in writing by EL SEGUNDO, or designee, all data and materials furnished
by EL SEGUNDO, and HAWTHORNE agrees that such information shall not be used by
HAWTHORNE for any purposes other than those necessary for the provision of Services pursuant
to this Agreement. HAWTHORNE's obligation under this Section is limited to diligent
compliance with the same methods and procedures that HAWTHORNE uses to protect its own
confidential information from disclosure. HAWTHORNE further agrees to restrict access to any
database or other information created for the output of information from EL SEGUNDO.
HAWTHORNE shall fiunish EL SEGUNDO with a description of such restrictions upon EL
SEGUNDO's request, BUT EL SEGUNDO ACKNOWLEDGES THAT ACCESS
RESTRICTIONS, BY THEIR NATURE, ARE CAPABLE OF BYPASS AND HAWTHORNE
11
Agreement No. 6988
DOES NOT AND CANNOT GUARANTEE THAT SUCH OUTPUT CANNOT BE ACCESSED
BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH RESTRICTIONS. EL
SEGUNDO further acknowledges that all information will be available to other participating local
agencies for the purpose of law enforcement activities including the South Bay Regional Public
Communications Authority.
18. ASSIGNABILITY
Subject to EL SEGUNDO's right to consent, which shall not be unreasonably withheld,
the rights and obligations of HAWTHORNE under this Agreement may be assigned to another EL
SEGUNDO, person or entity which HAWTHORNE reasonably has sufficient expertise and
experience to discharge HAWTHORNE's obligations hereunder. Due to the limited nature and
scope of the licenses HAWTHORNE holds with respect to the Public Safety Systems and
associated software and its limited rights to sublicense, EL SEGUNDO may not assign its rights
or obligations under this Agreement without the prior written consent of HAWTHORNE,
CentralSquare/Tiburon, Mark43, and any Third Party providers. Any purported transfer without
such prior written consent shall be void.
19. NO EL SEGUNDO AND INDEPENDENT CONTRACTOR
The parties hereto agree that HAWTHORNE and its employees, officers, and agents are
independent contractors under this Agreement and shall not be construed for any purpose to be
employees of EL SEGUNDO. HAWTHORNE, its employees and its agents shall neither hold
themselves out as nor claim to be officers, agents or employees of EL SEGUNDO, for any reason
or purpose. Nothing contained in this Agreement shall be deemed or construed as creating a joint
venture, partnership or joint powers authority between any of the parties hereto. No party is by
virtue of the Agreement authorized as an agent, employee or legal representative of any other
12
Agreement No. 6988
party. No party shall have the power to control the activities and operations of any other, and their
status is, and at all times will continue to be that of independent contractors with respect to each
other. No party shall have any power or authority to bind or commit any other. No party shall
hold itself out as having any authority or relationship in contravention of this Section.
20. SUBCONTRACTORS
HAWTHORNE may use such subcontractors as it may determine appropriate in order to
provide the Services hereunder. HAWTHORNE shall nevertheless ensure that any subcontractor
of HAWTHORNE shall comply with this Agreement.
21. SEVERABILITY
Should any provision of this Agreement contravene any law or valid regulation of any
regulatory EL SEGUNDO or self -regulatory body having jurisdiction over either party hereto, or
should any provision otherwise be held invalid or unenforceable by a court or other body of
competent jurisdiction, then each such provision shall be automatically terminated and
performance by both parties waived; provided, however, that should such provision reasonably be
considered by either parties to be an essential element of this Agreement, and the parties be unable
to agree upon the terms of an alternative provision within ninety (90) days following the
contravening provision's termination, then this Agreement may be terminated in its entirety at the
option of either party, which termination shall be effective upon the giving of notice thereof to the
other parry.
22. WAIVER
The parties hereto each agree that any waiver by the other party of any breach or violation
of any term or condition of this Agreement shall not be deemed to be a waiver of any other term
13
Agreement No. 6988
or condition contained herein or a waiver of any subsequent breach or violation of the same or any
other term or condition.
23. NONDISCRIMINATION
Neither HAWTHORNE nor EL SEGUNDO shall discriminate, in any way, against any
person on the basis of age, sex, race, color, creed or national origin in connection with or related
to the performance of this Agreement.
24. GOVERNING LAW
This Agreement shall be governed and construed and its performance enforced under
California law, with giving effect to principles of conflict of laws.
25. VENUE
In the event that suit is brought by either party to this Agreement, the parties agree that
venue must be exclusively vested in the state courts of the County of Los Angeles, or where
otherwise appropriate, exclusively in the United States District Court, Southern District of
California, Los Angeles, California.
26. HEADINGS
The paragraph headings are not a part of this Agreement nor are they a part of any
Attachment or Schedule hereto, and they have no effect upon the construction or interpretation of
any part of this Agreement.
27. NOTICES
All notices and other communications required or permitted to be given under this
Agreement shall be in writing and shall be personally served or mailed, postage prepaid and return
receipt requested, addressed to the respective parties as follows:
To EL SEGUNDO: El Segundo Police Records Manager
14
Agreement No. 6988
CITY OF EL SEGUNDO
350 Main Street
EL SEGUNDO, CA 90245
Telephone: (310) 524-2253
Email: storresl@elsegundo.org
with a copy to: Office of the City Attorney
CITY OF HAWTHORNE
350 Main Street
El Segundo, CA 90245
To HAWTHORNE:
CITY OF HAWTHORNE
4455 W. 126`1' Street
HAWTHORNS, CA 90250
Telephone:
Facsimile:
with a copy to: Robert Kim, City Attorney
CITY OF HAWTHORNE
4455 W. 126ts Street
HAWTHORNE, CA 90250
Notice shall be deemed effective on the date personally delivered, emailed or delivered by
facsimile or, if mailed, three (3) days after deposit in the mail.
28. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein.
29. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may
be executed by the Parties on any number of separate counterparts, and all such counterparts so
executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties
are not signatories to the same counterpart. In accordance with Government Code § 16.5, the
Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents
15
Agreement No. 6988
to be entered into in connection with this Agreement will be considered signed when the signature
of a parry is delivered by electronic transmission. Such electronic signature will be treated in all
respects as having the same effect as an original signature. The Parties warrant that their signatories
to this Agreement have the legal authority to enter this Agreement and bind them accordingly.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
16
Agreement No. 6988
WITNESS THE EXECUTION HEREOF as of the day and year first hereinabove written:
"EL SEGUNDO"
APPROVED AS TO FORM: EL SEGUNDO, a municipal
MARK D. HENSLEY, CITY ATTORNEY corporation
El e uii o City Attorney, Its:
Ivry
"HAWTHORNE"
APPROVED AS TO FORM: CITY OF l- A'THORNE, a California
municipal c r ration10
.
w
r- E
ROBERT KIM, a �,
City Attorney for Its:
the City of HAWTHORNE _..
TIES"
5 �Ip
City Clock
City of El Segundo
17
Agreement No. 6988
EXHIBIT A: SCOPE OF SERVICES
1. SERVICES. HAWTHORNE agrees to provide the following Services and Sublicensing
to EL SEGUNDO:
a) Software Management. HAWTHORNE will provide training and teelmical
support for the initial installation of Tiburon workstation application software in
accordance with the implementation plan. Such technical support at no additional
cost is limited to the network implementation period. If additional support is
necessary following this period, HAWTHORNE will provide that support at an
hourly rate. HAWTHORNE will act as the secondary contact for software problem
reporting with EL SEGUNDO staff being the fast contact for EL SEGUNDO users.
HAWTHORNE will troubleshoot each report.
b) Server Management. HAWTHORNE will maintain all other servers necessary to
support Tiburon applications and will perform the necessary set up for EL
SEGUNDO terminal access to applications and data. All terminal identities will be
created on the Records Management Server (RMS) as per EL SEGUNDO's
Tiburon licensing and as designated by EL SEGUNDO. HAWTHORNE will
perform regular data and system backups of those servers under HAWTHORNE's
control.
c) Network Maintenance. HAWTHORNE will provide access to servers and
encrypted Site -to -Site VPN, or via a mutually agreed upon data connection at EL
SEGUNDO's expense, maintained on HAWTHORNE's site. The means of
communication to that router and the network infrastructure on the EL SEGUNDO
site is solely the responsibility of the EL SEGUNDO. HAWTHORNE will work
Agreement No. 6988
with EL SEGUNDO and/or with a network consultant designated by EL
SEGUNDO to ensure that network communication is effectively established and
maintained. If additional support and/or configuration is necessary following initial
implementation of network connectivity, HAWTHORNE may provide that support
at an hourly rate.
d) Network Administration. Provide regular review and evaluation of the City's
network to ensure optimum operations and security.
1. Network access including but not limited to:
i. Assigning security permissions.
ii. Issuing VPN access.
iii. Vendor account creation.
2. Network printing
3. Email administration
4. Documentation
5. Server maintenance
6. Firewall administration support
7. Internet support
8. Network outages
9. System Backup: The network, including all files on the servers, are backed up
on a daily basis. Hawthorne shall ensure that backup processes are scheduled
and perfbrmed successfully and that backup media are accessible and files can
be successfully restored.
10. Develop and maintain a network diagram (to maintain CLETS/DOJ
compliance).
e) Technical Support. HAWTHORNE will provide technical support and
troubleshooting activity for EL SEGUNDO users as a secondary resource after EL
SEGUNDO'S technical and supervisory personnel.
19
Agreement No. 6988
20
Agreement No. 6988
ATTACHMENT A-1: TIBURON
A-1.1
Computer Aided Dispatch (CAD
A-1.2
Records Management System (RMS) Archive
A-1.3
Automated Reporting System (ARS) Archive
A-1.4
Data Warehouse/PCARS/FCARS
A-1.5 Jail Management System (JMS)
A-1.6 WebServices
A-1.7 Mobile Data Computers (MDC) Application
A-1.8 Crystal Reports
A-1.9 Justice Data Interface Controller (JDIC)/California Law Enforcement
Telecommunications System (CLETS)
21
Agreement No. 6988
ATTACHMENT A-2: MARK43
A-2.1 Records Management System (RMS) Application Licensing and Support
A-2.2 Automated Reporting System (ARS) Application Licensing and Support
A-2.3 Property and Evidence Module Application Licensing and Support
A-2.4 Jail Management System (JMS)/Under Development
A-2.5 DataLake
W,
Agreement No. 6988
ATTACHMXNT A-3: ACTIVE911
A-3.1 Active911 ht s://active9ll.com/industries/law-enforeement Application and
Licensing (Per Named User)
23
Agreement No. 6988
ATTACHMENT A-4: LEXIS NEXIS
A-4.1 LexisNexis Accurint Virtual Crime Center (AVCC) Application and EL
SEGUNDO Licensing
A-4.2 LexisNexis Desk Officer Reporting System (DORS)/COPLOGIC Application
and EL SEGUNDO Licensing
24
Agreement No. 6988
ATTACHMENT A-5: INSB RAPS
A-5.1 Interoperability Network of the South Bay (INSB) Remote Access
Points(RAPs)
25
Agreement No. 6988
ATTACHMENT A-6: LIVE911
A-6.1 Live911 Server Hosting (Licensing Provided by EL SEGUNDO)
m
Agreement No. 6988
EXH IBIT B: PAYMENT AND FEE SCHEDULE
SI.iBJECTTO) NNIJAL COMPENSATION CAP IN AGREEEN ENT SECTION S
1. INVOICING AND PAYMENT
Annually, HAWTHORNE will prepare and deliver an invoice to EL SEGUNDO,
articulating the prior year's Services, Sublicensing, and Change Order fees. If EL SEGUNDO
terminates a Service or Sublicense prior to issuance of the annual invoice, EL SEGUNDO shall be
liable for payment to HAWTHORNS of all amounts due and payable for Service or Sublicense
provided through the effective date of such termination. Invoices shall be paid in full by EL
SEGUNDO within thirty (30) days from invoice date. In the event EL SEGUNDO has a good faith
dispute on all or a portion of an unpaid invoice, EL SEGUNDO shall notify HAWTHORNE in
writing, identifying the specific cause of the dispute, the amount in dispute, and reasonable
documentation supporting the dispute. Invoices not disputed within thirty (30) days from EL
SEGUNDO'S receipt of the invoice will be deemed valid and may not later be disputed.
2. FEE SCHEDULE
EL SEGUNDO shall pay HAWTHORNE compensation at the rate of One Hundred and
Seventy -Five Dollars ($175.00) per hour for all Services to be provided pursuant to this
Agreement. EL SEGUNDO fees for the prior year are shown below.
27
Agreement No. 6988
bo
A
x
a�
U
b
A
O O
r'
101
Agreement No. 6988
EXHIBIT C-1: TIBURON/CENTRALSOUARE LICENSE AGREEMENT
By reference.
29
Agreement No. 6988
By reference.
30