Resolution No. 5523
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RESOLUTION NO~ 5523
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF AN ORDER AGREEMENT BY AND BETWEEN THE CITY
OF VERNON AND COGNOS CORPORATION PROVIDING FOR
THE PURCHASE OF A COMPUTER SOFTWARE PROGRAM
WHEREAS, COGNOS engages in the business of furnishing a
computer software program called Powerhouse and is capable of
providing professionally trained and qualified personnel to con-
suIt and support the operation of said $oftware program for the
computerized billing program of the City of Vernon: and
WHEREAS, COGNOS has tendered an Order Agreement to
license said s.oftware program to the City of Vernon for the
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amount of $26,278.88 including tax and to provide support serv-
ices at the cost of $3,940.00 including tax per year: and
WHEREAS, said software program is being purchased to
operate in conjunction with another software program and services
which will be contracted from David J. Roupe, dba D. J. Roupe &
Associates (Roupe): and .
WHEREAS, the Order Agreement constitutes a contract for
$upplies and services for which public bidding procedures pur-
suant to Vernon City Code Section 2.24 would not be suitable.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF VERNON AS FOLLOWS:
SECTION I: That the City Council 9f the City of Vernon
determines
the
recitals
contained
finds
hereby
that
and
25 hereinabove are true and correct.
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SECTION 2: That the City Council of the City of Vernon
hereby approves the Order Agreement witb COGNOS, a copy of wbich
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has been presented to the City Council concurrently with this
resolution and ,the City Council hereby orders said Order Agree-
ment to be received and filed by the City Clerk.
SECTION 3: That the bidding procedures for a contract
in excess of $10,000 are waived pursuant to Vernon City Code Sec-
tion 2.27.
SECTION 4: Tha.t the City Council of the City of Vernon
8 hereby authorizes the Mayor to execute said Agreement for, and on
9 behalf of, the City of. Vernon subject to the concurrent approval
10 of the Roupe Agreement.
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SECTION 5: That th.e City Clerk of the City of Vernon
shall certify to the passage of this Resolution and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 7th day of June, 1988.
... ..'-~
~....
.. LllONIS C. MALBU .' Ma;~'
A~/~.
BRUCE V. MALKENHORST, City Clerk
-2-
1 STATE OF CALIFORNIA )
) ss.
2 COUNTY OF LOS ANGELES )
3
4 I, llRUCE V. M^LKENIlORST, City Clerk of the Ci ty of
5 Vernon, do hereby certify that the foregoing Resolution, being
6 Resolution No. 5523 , was duly adopted by the City Council of
7 the City of Vernon, and was approved by the Mayor of said City
8 at a regular meeting of the City Council held on Tuesday,
9 June 7 , 19 88
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BRUCE
Clerk
-3-
j
~ Cognos Corporation
~~r~~^C 4605 Lankershim Blvd
wV~ ~~V, North Hollywood, CA 91602
(818 508.5011
George H. Chew
Sales Representative
i
l
F
- ~r~~
,a CUSTOMER COPY
ORDER AGREEMENT AGREEMENT NO. ~ O
BETWEEN:
COGNOS CORPORATION
2 CQRPORATE PLACE 1- 95, PEABODY, MA., USA 01960 .(617), 535 - 7350 -
(hereinafter referred to as "COGNOS")
AND:
COMPANY NAME: CITY OF VERNON
ADDRESS: CITY HALL DUPLLC~ATF, OF.IGINAL
PO BOX 805
Vernon, CA 90058
(hereinafter referred to as the "USER") DISTR: coDE:
O DATE TO BE INVOICED:
CC3~NT COOS PRODUOT CODE ~ 1~,N3_ STA.gT DNTE EXPIR'( DATE IA '
PFD1~T~ T hUNIT PAIGE ~ Orv~ - CRECiIT A MU I~NT v .
-NI-tP-L~-/-yO Q9DI I Icau I ~~~$24,675 I $24,675
DESCFIPTIONI powerhouse Dev • L1C • HP52 LOC.: MEDIA:
_ MODEL NO.: SERIA! NO.:
- - _ or comp t ble hardw r
- D'cSCRIPTION: MODELUNO.: SER ALUNO.: LOC.: MEDIA:
3.
DESCRIPTION: - MO ELUNO.: SER ALUNO.: LOC.: MEDIA:
I - -
Dc~CRIPTION: MO ELUNO.: SER ALUNO.: LOC.: .MEDIA:
' • DATE TO BE INVOICED: -
pI~1 Piss-7~-.~~ ~D+' CPD CI~$3700 $3700
DESCRIPTION: _ BLOC.: MEDtA:
~7.{9 ~ MODE(FL~UNO.: SERIAL NO.:
2. .
DESC ' ION MODEL O.: COmpSE~L ble hardw re LOC.: MEDIA:
DES{ F, G~ I ION: MO ELUNO.' SER ALUNO.: LOC.: MEDIA:
DESCRIPTION: CPU CPU LOC.: MEWA:
MODEL NO.: SERIAL NO.:
DISCONTINUED I - _-,ypp(„'IGT n, E_- ?ES ~ ~7~}ON ~T,~`JLiEL :'GPIJ%~ ~
DISCONTINUANCE: PRODUCT -
EFFECTIVE DATE: ~
INDICATE: ACTION: 2
TflADE-UP - ? LEASE CONVERSION 3 / ~
4 - s ,
D TFAMiNATION ? TRANSFER -
USER HEREBY CERTIFIES THAT ITS USE OF THE COGNOS SOFTWARE NOTED ABOVE SHALL BE. DISCONTINUED ON THE CPU INDICATED AS OF
THE DATE STATED AND ACKNOWLEDGES THAT.ITS LICENSE FOR' USE ON THAT CPU IS HEREBY TERMINATED. -
f i • • • DATE TO BE INVOICEDr
`}=-1.-. :~L~., ~Iirw GUili~ 1UCfl;;IOJ ~.i~' * >a .~G.EL1T *..-~,y:;. kN1~
DFSC....~`r--(fON:~
2. _
_ ,I
3 T,I
DESC.?:'Fl-ION:.
~o e • s • • ~ ~ D=.iC TO BE, INVOICED:
_ ._~r 7 I'O.~E:{- P;;QD'Jt T CNG~E ~ - - ~ILF4~' tr Sf.n}~'7"-r'Jt~F '..LC' Qt3~17T t~,'~"'Y"13~(1 ~ n~C~E +;Ftq~T Ft?,~a, T
1. -
2.
3. I
~
4
5 I +
a~;H.:
- ~ • • • • DATE TO BE INVOICED:
r_L'.T COL_~- FRG~I TCOGE j - - ~ DE_Cr.1PTlON" 19C'1 4T"?-FE9 ~C~E-FnF_' ~n__DiT - gt~fOU^!T
1.
2. _ .
3.
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,$~p )s'1JCT-.~ _ AMOUtJ T "SAX {?ATE TA;{ FFri G`iP ~ h~FGES ;T9 T'A E. ~ ~.jR~HAS~Onn~l _h;'J t:"MFR
SOFTWARE m ~
ueaoRT 3
' EDUCATION -
ADDITIONAL DOCUMENTATION -
CUSTOMER SERVICES Y
MEDIA CHARGES AVID B . BREARL Y
eeryry~~ Y TOTAL I
Th•E USER AGREES TO PUR~Ti'AS'~TR7.5~ 30-~~ Y VICES FROM COGNOS, AND COGNOS AGREES TO SELL THESE GOODS AND SERVICES TO
TIhE USER AND GRANT THE USER ANON-EXCLUSIVE LICENSE TO USE THE SOFTWARE AND OPTIONS FOR THE TOTAL PRICE, SUBJECT TO THE TERMS
AND CONDITIONS ON THE FACE AND REVERSE SIDE.
THIS AGREEMENT CONSISTS OF THE FACE AND REVERSE SIDE AND IS THE COMPLETE AGREEMENT BETWEEN THE PARTIES. THE USER ACKNOWLEDGES
THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. NEITHER PARTY SHALL BE
BOUND BY ANY STATEMENT OR REPRESENTATION NOT CONTAINED IN THIS AGREEMENT.
DATED THIS 3 0th DAY OF June t9 ACCEPTED AT THE LOG S FFICE THIS 2 ~ S t oar of June le $ 8
BY: 8Y: ` /
USER L / _ COGNO$ \`~{/(J/~_VI
2
AGT- RIZED SIGNATURE AUTHORIZED SIGNATURE
L •or~is C . Malb r~
PRINTED XAME PRINTED.:NAME
Mayor Sales Man er
TITL~ TITLE
A//TTEST: Bruce V. Malkenhorst
-
.
s ti. ~
.
w S
i
Cf
Y
- TERMS AND CONDITIONS
1.` AGREEMENT: Pursuant to the terms and conditions of this Agreement COGNOS shall
. (a} granYto USER anon-exclusive, non-transteratrleJimrted license to use COGNOS intellectual property generally ~n the f,.rc. c' .
. packaged computer programs in object' code (the "Software") and related documentation for
.ij an evaluation period (the "Evaluation") or
u) a lease period (Ihe "Lease") or
iii) a ninety-nine t99) year period (the "License
as indicated on the face hereof andlor , - '
(b} provide other goods and services.
2. PAYMENT: The pace to be paid by USER for licenses, goods and services it acquires shaft be that fee as is set forth on !nc race r,9r+•ot
-0verdue accounts shall be charged interest. at the rate of two (2°.~u) percent per month, twenty-four (24~~,,) percent per year cr the ma~~: ,rr
_ lawful amount, whichever is less. USER shall be respons,ble for COGNOS's attorney's tees. associated with the collection ct an c =rc.,:~;
account.
3. ' TITLE: COGNOS warrants that the Sgirvare and us re~atea documentation are the property of, or are under license to. COGt~OS. CC:;'r~
and its ticectsors shall retain exclus,ve ownersnip.cf the Scttware and any patent, trademark or copyright associated with the So~tware
related documentation. '
4. RE$TRfGTED USE:-Each copy of the So`tvsa;e is rcensed for use only on the corrtputei• system with model, saris! ~umb_r :,nu i,
indicated on the face hereof.: Neither the Sd=?ware nor ,ts related documentation may be copied by USER except for arch,v~! pure =
program error verification unless authorized oy :,ranee. Srouid the licensed computer system become inoperable USER may use the ~ •:.:re
on a backup system for a period not to exceed thirty (30) days: USER shall notify COGNOS of any such use within hve (5) days. Shou 3 *`?~:ite
' be a requirement !o permanently transfer the Sottwan: from the licensed computer system to an alternate system. USER must first req~~:;st
concurrence in writing from COGNOS detaitcng the ieie~ant models, serial numbers and locations. COGNOS will not unreasonably wuhhol,;
consent: USER shall pay any additional charges as may apply in accordance with the then current COGNOS pricing policies and shall ceri;t,
to GOGNO$ that all copies of the. Software have been removed from the original system,
The Software and its related documentation .represent .information. and trade secrets belonging to COGNOS and ds licensors. USER shat!
disclose any COGNOSproprietary information to any. third party and shall use the same degree of care to avoid disclosure as USER empio;rs
wthrespect,to its overt confidential irtforrraatiorr. However, US£R shaft have no obligation whit aspect to any Frtforrnation that is already Rno~~:~:
to it, iS ir?dependently developed or t~ecomes,p>~kciy known Ctrrough no ta!rongtul act of USEA. E1R shall not reverse compile the Sctfvr~~ F.
nor' rea~ae the Software available on a setvice,bureau t~asas.: User. shat) not remove or alter any designation o* mark on the Software.
5. YVARRAi~[TY: COGNOS warrants that the medium on which the program is furnished will be free
from defects i n litater i a 1 s a•nd- workmanship fonder normal use for a per i od of thirty (30)
days from the date of delivery to USER. and for as long as support services. are provided
by_COGNOS. GOGNQS will replace any Software which fails to meet this limited warranty.
COGNt7S warrants that software will operate materially in accor'-dance with COGNOS's related
documerttat~on. _
z"#lQ~ Y1fAt3RANTY lS tN UEU (3F ALL OTHER HFARRANTfES EXPRESS. IMPL€ED t3R STATtJ70RY,lNGtUOING 8UT t~1- UA'lITED TO Tt~
fMPLtED 1pFARRANTiES Qt: MERCfiAN7A$iLtTY ANp F#TNESS ~ A PARTtCt1LAR PUf3Pt3SE: ~OGNOS SPECiFtCALLY l]ENtES At~Y .
Sf~t€tlt=#] Oft Ext?RESS REPRESf1~fTA~40td TtfAT Tf-}E SOFTV1fARE WILL i} FIT USER's REfltJfiREtutENTS~ ;if OfaEftATf ttV c3iVt8fS'~tATtONS
- Wi-FiCt•l kAAY BE SELECTED FOR USE'BY USER; iii)-0PERATE UNINTERRUPTED QR ERROR-FREE:.OR (iv) HAVE ALL PROGRArA
DEFEGTS CORRECTED.
6. iNDEINt+tIFlGAT[ON: COGNOS will defend any action brought against USER to'the exten4 that it is based upon a claim. that the Software and
rotated do~mentation used within the scope Rf thiff Agreement infringes upon 8-OC~yrigM, patent, or Utird party right and COGNOS wilt pay any.
. 9es 8nd attorney fees ettn'butable to stieh-clairri which are awarded against USER provided chat. USER promptly notifies COGivOS
y ki tittritiffg`of the claim, and tftet COGNt?S has complete eontrolof the defence andtor settlement of such claim.
T. SUPPORT SERVICES: Various levels of Software Support Services'("Support")may be purchased tot reraewabte one year terms commencing
at,the License grant date. Support sear+ces are inctuded in a Lease. During a Support term COGNOS'shaU (a) ensure-that the Sotr:;ar=
continues fo operate in`accardance with ,ts retried documentation, {b) use its best, efforts to correcfi probtems~associatedwith the So!tw.--e-, ins=
' (c) issue program and documentation enhancements to the. Software which are released in that Eerm_ Ati. enhancements are sub#ect t7~ -
restricted use provisions of this.. Agreement. .Support when purchased. must be .purchased; for all copies of the Software licensed to the USf=F?
acid is provided only for ttte moss Current production. release of the Software. Any unauthorized modification or use of the Spftware shalt render
a1! Support ob1[gations hub and void. In the event the hardware vendor discontinues support.of a teatute upon which Support is dependant,
GOGNOS shall not be requiredto~continue Support for such;featurs
S, ; ESf~OW:,COGNOS shall keep on.deposit with The Canada Trust Company, 30 Metcalfe Street,~Ottawa, Omarto, C
~iida Kt~SL#, ~ -
prograne.souraa code'forthe most current production release of the Software. 1n fbe event that COGNOS should berme fnSWvertt t7t CeasefdarF-`. '
.carryon btisftt$ss and the busin@SS of COGNOS is not rntfnued by a Receiver or Trustee or Assignee, USER shall have the right.to acquire `rs
a copy d;the source code of the Software Licensed to it for the purpose of continuing uninterrupted use of the Software.
9 OTHER SERVICES: COCsNOS shall perform consuNing and educational services on a time and materials basis andshaii invoice for such.
sersrit~s. t4tortthly: Alltravel and. living costs shalt be bfNed at cost COt3NOS shall trttat cartfeE;~tMrmation provided to>tt by USER during
tht3 ootx~ of providfr?g the services in the ssme manner as .C~~ tn9ats Ffye o+a7t cx>~fitdac~ _ - -
t0, ^ 'fERi~tNATWN: COGNOS rosy terminate any'}ic:erise.graisttsd ~rursuarrt te, this'Agreerftesti 3tY}SER is} lreachas' arty matenal 18fm of this
- Agreertteni: 6} tolls to perform any obligatipri under this_Agreetneni within thirty(3t)) days after notice from COGNOS, c} ceases to do business
a as a'gair~ eoncerit, or d) becomes subject to any proceedings: `,or ftte protActlon of the rights of its creditors. Upon termination of a license for
; the:Sottware, t1SER shalGcertffy to COf3NOS that the Software has been. purged from its.computer systems. All obligations of confidentiality `
_
' shalt stuvive'terrnination of a license for'fiye. (5),years. •
N. LIMITATI£iN QE LIABILITY: In no event shall GOGNOS be Ilabte to USER for loss of profits or special, indirect, consequential or exemplary .
das,;kscltrdfng litigation. costa, in connection with the supply, use or performance of the Software, or any work or service performed by ,
COfsNOS'dr its employees. COGNOS's liability to USER shalt be limited to and shall not exceed ttie fee paid to COGNOS by USER except as
specified under Section 6 Indemnification:
12. GENERAL: A delay or failure 6y either party to exercise any right, or a partial or single exercise of any right; shall not be deemed to constitute
a vraiver of any such right or any other rights hereunder. A consent by either party to a breach of any express or implied term of this Agreement
shall not constitute a consent to any subseG~_ent breac'~. fn the. event any provision of this Agreement shall-not be enforceable. the remainder
of this Agreement shall continue in fult force and alter?. UScR shall have no right to sublicense the Scttware or ass:~n any rights undar this
Agreement. Allpurchase orders from USER shall be conclusively deemed to be governed by this Agreement and any terms additional to or
inconsistani with this Agreement shall be deemed stricken from such order. Neither party shall be responsible for any failure or delay in
corrtptying with the terms of this Agreement resulting from events of Force Majeure beyond the control of such party which could not be avo~deo
by exercise of due care. This Agreement shat! be governed in accordance with the laws of the jurisdiction of the COGNOS office where th,s
Agreement has been accepted. This Agreement contains the complete agreement between the parties and neither party shoo oe ~o;;nd ~r, any
'statement or representaticn not contained harem.
t3. U.S. GOVERNMENT RESTRICTED RfGHTS: Use, duplication, or disclosure by the Government is subject to restrictions .as set ,nr;r: r
subdivision (b)(3)(ii} of the Right in Technical Data and Computer Software clause at 52.227-7013, The contractor is Cogno ; Corpcr,ai,:•r..
2 Corporate Place I-95. Peabody, MA., 0196L~
..t -
xx .
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; t Nt? CT SALE ? ENOIRECT ...t - + -
'GUS pMER CODE. ~~~i FORTl1NE 5~k; - ~ ~ DIRE SATE
l! SALE TG DISTRIBUTOR'ISOIA3)
PRtM~RY~CUSTOMER: ~"CE ^ AGREEMENT;!? rES ? NO
.PARENT COMPANY: ~ CCDE ~ ? SALE TC DISTR18UTOR.~ ISD .CUSTOMER 13C! „
TOTAL REVENUES: ~ ?(??A:. Eclat • C ^ STAFF DISTR ~ CCDE
$ 1 C::,. BUS DEaC.. L~ VENDOR PROGRAM -
' ~
OTHER-HARDWARE:
.LEAD -
OTHER SOFTWARE:. SU~r+t:E
LOCATION t.' LOCATION 2.
CPU ADDRESS: CPU ADDRESS
4306 Santa Fe Ave.
ctrr: Vernon CITY:
STATE CA LP: 90058 STATE: _ ZtP:
SHIPPING ADDRESS SHIPPING ADDRESS
ADDRESS: ~ ADDRESS
P.O. Box 805
cITY: Vernon GTY:
STATE'(',A ZIP 9OOS8. STATE: ZiP.
ATTENTION: TELESUPPORT REP. SPECIFIEDdELOW ATTENTION: TELESUPPORT REP. S°ECIFIED BELOW
OR SNIPPING CONTACT. - OR SHIPPING CONTACT _
INVOICING ADDRESS INVOECING ADDRESS
ADDRESS. ADDRESS "
P.O. Box 805.
cmr:. Vernon ' clrr.
STATE: CA ZIP: 70058 STATE. ZtP
ATTENTION: ACCOUNTS PAYABLE OR ATTENTtON: ACCOUNTS. PAYABLE OR
ENVOICEN(i CONTACT'. INVOtCMG CONTACT:
. %~"$HIPPINCi ADDRESS] CONTACTS (SAME A8 3HIPPINt3 ADDRESS?
TECHNICAL / TELESIIPPORT: Ed COOney TECHNICAL - TELESUPPOR7:
r,TLE M.I.S. Director PHOt11E:213-583-8811. TITLE: aHONe
ALTERNAT?:: , ALTERNATE:
AetS/ DP. M1S~ OP: '
- .PHONE: PHONE ~ - -
LOCATION 3. LOCATION 4:
CPU ADDRESS. I CPU ADDRESS
CETr. aTY,
.STATE ZIP: STATE. ZIR
SailP'PIN{i ~IODRESB . - SHIPPING ADDRESS
ADORESSr ADDRESS
CITY. ~,tTY'
' STATE Zia STAic ~,p
ATTENTION: TELESuPP01;T Rca Sa~Ci.,EL 3ELCV. >T?ENTIOf: IELES~~aaORT FEP ~aEC;F!EE BEtQ++
OR.SHIPPENG CONTACT` vR SHIPPING CONTACT.
ENVOECtNt3 ADDRESS INYOIGITiG, ADDRESS
ADDRESS: . ADDRESS'
GTY::.:
" ~ . STATE ~ - _ ZIP:: - _ STATE:' _ - ZIP:'
. ATfENTigN: ACCOUNTS PAYABLE OR ATTENT1pN: ACCOUNTS PAYABLE OR
ENVOtCENf3 CONTACTS' tNVQICiNf3 CONTACT.`. -
}
CO;r1TACT8: (SAME AS SEiIPPING ADDRESS) CONTACTS (SAME AS SHIPPINQ ADDRESSI ,
I TECHNICAL / TELESUPPORT 7ECEENICAL TELESUPPORT: -
TITLE PHONE. TITLE: PHONE
.ALTERNATE: ALTERNATE
ARiSFDP` MISiDP
PHONE - aHON E.
• AGREEMENT O ~ n 1
NO.: lJ `i 1 ~J
DATE STAMP
• •
J~ - - .
PDS CODE. vERS{ON PROa rETE .~~''+~0. alfxT TYVt: - DATE
S:,yfCKEb DATE
_ _ ; . fiKTERED DATE
l..r"` 's~--n ~ TAPEPFA. gyn.'.Dd1iF' i 't_.: _
SkIpPED
CanadaTrust
May 31, 1988
File No.: 25-435-712380-0
Mr. Ed Cooney
Assistant Finance Director
City of Vernon
4305 Santa Fee Avenue
Vernon, California.
'U.S .A. 90058
Dear Sir:
Reference: Client of Cognos Escrow Agency
This will confirm that by an agreement dated August. 17, 1983 The Canada Trust
Company, formerly The Canada Permanent Trust Company, is acting as an .Escrow
Agent for Cognos for he purpose of maintaining certain documentation, material and
information. required by contract to be held by The Canada Trust Company for the
benefit Cognos clients. Although The Canada Trust Company excepts. no responsibility
for the genuinous validity or sufficiency of any material held by it .and shall not be
:obligated to ensure that. the Escrow material held it is current. and.. up to date this letter
is to give notice that The Canada Trust Company presently is in the possession of
source cade tapes for the following. Cognos product:
Pawerhfluse.
Yours very truly,
THE~C~ANADA T COMPANY
/ i` ,
~f'f, iJ
.A. ' ar n
Trust Officer
(613) 782--1257 .
JAMf mm
MM31-07
30 METCALFE AT QUEEN OTTAWA ONTARIO K1P 5l3