Resolution No. 5981
1
RESOLUTION NO. 5981
2
3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN INFORMATION MANAGEMENT AND SOFTWARE
MAINTENANCE AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND FLAIR DATA SERVICES, INC.
4
5
6
WHEREAS, the City of Vernon previously executed an
7
agreement for information management services with Computer
8
Management Services, Incorporated (CMSI) pursuant to Resolution No.
5373, which was approved by the City council on February 24, 1987;
9
10
and
11
WHEREAS, CMSI has been sold to Flair Data Services, Inc.
12
(Flair), which engages in the business of furnishing information
13
management and development services in the areas of accounting,
14
processing and docketing of payroll, business licenses and other
15
applications; and
16
WHEREAS, the City of Vernon desires to obtain the services
17
of Flair to provide information management services and to continue
18
to utilize certain software under license from Flair.
19
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
20
CITY OF VERNON AS FOLLOWS:
21
SECTION 1: The City council of the City of Vernon does
22
hereby find and determine that the recitals contained hereinabove
23
are true and correct.
24
SECTION 2: The City Council of the City of Vernon hereby
25
approves the Information Management and Software Maintenance
26
Agreement by and between the City of Vernon and Flair Data Services,
Inc., a copy of which has been presented to the ci ty Council
concurrently with this resolution, and the city Council hereby
27
28
20
21
22
23
24
25
26
27
28
.
1
orders said Agreement to be received and filed by the City Clerk.
SECTION 3: The City council of the City of Vernon hereby
authorizes the Mayor and City Clerk to execute said Agreement for,
2
3
4
and on behalf of, the City of Vernon.
5
SECTION 4:
The City Clerk of the City of Vernon shall
6
certify to the passage of this resolution and thereupon and
7
thereafter the same shall be in full force and effect.
8
APPROVED AND ADOPTED this 3rd day of September, 1991.
9
11
ATT~.. /I~/./ '~. (P<."-?
ff- ~ /H~~
BRUCE V. MALKENHORST, City Clerk
10
12
13
14
15
16
17
18
19
-2-
20
21
22
23
24
25
26
27
28
1
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
2
3
4
I, BRUCE V. MALKENHORST, city Clerk of the city of Vernon,
5
do hereby certify that the foregoing Resolution, being Resolution
No. 5981, was duly adopted by the City Council of the city of Vernon
6
7
at a regular meeting of the City Council duly held on Tuesday,
8
Seotember 3. 1991, and thereafter was duly signed by the Mayor of
the City of Vernon.
9
h ;dV~
BRUCE V. MALKENHORST, City Clerk
10
11
(Seal)
12
13
14
15
16
17
18
19
-3-
~,..,
ORIGINAL
~.
INFORMATION MANAGEMENT AND
SOFTWARE MAINTENANCE AGREEMENT
This Agreement, dated as of July 1 , 1991 , by and
between Flair Data services, Inc., w~th offices at 1170< North
Durfee, suite H, SouthEl Monte, California 9;1-733 (here~nafter
Flair) and City of Vernon with offices at,.4305Santa Fe.Ave.
Vernon, .CA90058 (hereinafter Customer).
RECITALS
Flair engages in the business of furnishing Information
Management and Software Maintenance and Development ?ervices
(Services) in the areas of accounting, processing and docketing<ot
payroll and business licen~es, and for other applications.
Customer is desirous of obtaining the Flair Services in
support of a system which ipcludes computer.equipment ofCUstomer~
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. 0 General. Terms "
1. 1 The terms anQ.'condi tions set forth in this Agreement
shall take precedence over~any provisio~s in any Customer purchase
order or other Customer or Flair business forms and shall apply to
all licensing and sublicensing of software and services hereunder
2.0 The following definitions shall apply in this Agreement:
2.1 "Flair Software" means any and all software
developed by Flair for Customer under this Agreement and includes
computer programs in machine readable form (object code) and any
related documentation (Documentation), backups, updates, derivative
works~ modifications, enhancements, or extensions of the foregoing
made or received by the Customer from time to time and includes . the
media on which the aforementioned is provided to the CUstomer.
2.2 "CUstomer System" means the computing equipment
identified by the heading "Customer system" in Exhibit B hereto
and any associated hardware, software and firmware of CUstomer
(whether or not owned by Customer) in association with which the
Services will be rendered, and on which the Flair Software is to
be used.
1
2.3 "Customer Software" means the Customer'sexisting
software (whether or not owned by customer) for. only those
applications which are listed in Exhibit C hereto.
2..4 "System" means the Custo1lter System,. together with
the Flair Software.
2.5 "Site" means the address of custo~er first<given
above or an alternate location agreed to in writing between the
parties. hereto.
2.6 "Services" means the services def-ined in Paragraph
4 herein.
3.0 License of Software and Receiot of Services
3.1 Availabilitv of CUstomer System: customer Tagrees
at all times throughout the term of this Agreement, to have and
maintain at the Site, the Customer 'System.
4.0 Services
4.1 Information Manaqementservices lIMSl:.I?ispe?lfied
in Exhibit A, Flair will provide the following RemoteandOn....Site
IMS services listed in paragraphs 4.1. a) and b) for the flat
monthly rate specified in Exhibit A:
a) Remote IMS: Flair. will perform system support services
via telephone to the site for emergency problem solving and system
support. This service is limited to 'assistance to customer with
problems encountered during use of the CUstomer Software and Flair
Software only, and Flair agrees to extend a good faith effort
toward correction over the telephone of all such problems reported,
but does not guarantee that all problems will be corrected.
b) On-Site IMS: Flair will perform on-site IMS services
for the number of visits per month specified in Exhibit A, where
each visit will be for no less than six hours nor more than eight
hours each. In the event a Flair representative is called away
from the Site during a visit to handle an emergency, the Flair
representative will provide an additional one-half visit at a re-
scheduled time. In computing the time spent during a visit, the
time that the Customer System is shut down to perform services will
be included. on-site IMS services include ongoing system
2
~'.~,ijr'::~1""'"''':_''':'":'.-Y.'"'i'.'.,.,_" '.~r ---,
-- ~::~-:;: :7~::';':::':~
"
consulting,; problem solving; training and review of system
capabilities; evaluation of new requirements and recommendations
for their implementation; planning and scheduling for
prioritization ofIMS needs 1 development and documentation of user,
operations and system procedures, and :cither servic4as as ...requested.
IMS services do not include new systems development.
4.4 Software Maintenance services' (SMS): If specified
in Exhibit A, Flair will provide Software Maintenance services
which include the Internal Improvements, Remote Software support
Services and On-site Services provided in the following Paragraphs
4.4 a), b) and c) for the flat monthly rate listedlnExhibitA:
a) Internal Improvements: If Flair releases any
internal improvements (update.s) to the Flair s~ftwareduringthe
term of this Agreement, the updates'will be furnished to CUstomer
at no additional cost. "', Flair has, no obligation to provide to
CUstomer modific8:tions ~o the Flair Software for which Flair
charges separately. All 'updates provided to CUstomer shall be
;~:
considered within the definition of Flair Software.
.. .
b) Remote SM~':' Flair will provide . remote
software support services to Customer for the Customer and Flair
Software by telephone to the Site. This service is limited to
assistance to Customer w~t~ problem~ encountered during use of the
Custome~.and Flair Software only, and Flair agrees to extend a good
f~ith effort toward correction over the telephone of all such
problems reported, but does not guarantee that all problems will
be corrected.
c) On-site SMS: Flair will perform on-site SMS services
for the number of visits per month specified in Exhibit A, where
each visit will be for no less than six hours nor more than eight
hours each. In the event a Flair representative is called away
from the Site during a visit to handle an emergency, the Flair
representative will provide an additional one-half visit at a re-
scheduled time. In computing the time spent during a visit, the
time that the Customer System is shut down to perform services will
be included. On-Site SMS services include repair to programs to
3
restore normal operations, training, and other services as
requested. IMS services do not include new software development.
4.5 Supplemental Services: Flair shall provide to
Customer addi tional servic~s only to th~. .extent, if any, specified
in Exhibit Aher~to.
4.6 Cust()mer . shall besol~ly .responsible for any and
all mainteIlance()ficustom~r's changes.
4.7 The Services provided under this Agreement, and the
amounts payable under this Agreement,.do not include any software
additions, new applications for or Customer requested modifications
to the Flair Software.
4.8 The i. Services to be provided herein shall only be
provided from 8:3o..AM..to 5:30 PM Pacific standard Time, for
telephone services, and local time at the site for On-site
Services, Monday through Fr~day, except' holidays nOrIl)ally observed
by Flair. Service's... reques,ted by the customer which ,must be
performed duringnon-busin~ss hours, or which exceed the monthly
allotment will be.billedat'the hourly rate specified in Exhibit
A.
5.0 Prices. Taxes. Costs. Pavments
5.1 Product Prices: All prices stated herein do not
include any applicable Shipping charges, destination charges, or
taxes.
5.2 Taxes: All prices and fees are exclusive of any
tax, fee, duty or governmental charge, however designated (other
than income), based upon Software licensed or services provided
hereunder, their poss~ssion or operation, gross revenue, or this
Agreement (collectively "Taxes"). Customer shall pay all Taxes.
5.3 Costs: All shipping, transportation, destination
and insurance costs shall be paid by the Customer and will be set
forth separately on Flair's invoice.
5.4 Pavments: Subj ect to credi t approval by Flair,
payment for (a) fees for services and, unless otherwise provided
in Exhibit A, shall be>due and paid by the Customer within thirty
(30.) days of the date of shipment or, if delivered, of the date of
4
delivery, to the Customer, and (b) any other applicable charges
shall be due and paid within thirty (30) days of the date of
invoice by Flair without any other deduction',set,.otf or
counterclaim whatsoever. If not paid in, .full when d~~,t~eamoun1:
outstanding shall. bear interest at the rate of two · (2%) percent per
month, but ,not to exceed the maximum amount allowe?bylaw.
6. Shipment. Title. Risk of Loss and Delav
6 .1 Unless otherwise specif~ed in Exhibit uAu, the Flair
Software will be shipped to Customer to the Site, via method and
carrier sel.ectedbyFlair or its suppliers.
6.2 All risk of loss to the Flair Software will .pass.to
Customer, if shipped, upon delivery to the carrier or, if delivered
to customer , at the time of delivery to CUstomer, whichever is
, .
earlier, and following such shipping or delivery Flair shall not
be liable for any damages or penalties due to delay. in delivery.
7.0 Software. License
7.1 For purpose's' of this Paragraph 7.0 ,the. following
additional terms shall have::the following meaning:
(a) nuse"". or "Used" ~pall mean (i) storiIlg any
portion of Flair Software into the System, and/or transmitting any
portion of the Flair sOftwa~e' into the System for processing,
and/or compiling, executing or . interpreting any machine
instructions contained in the Flair Software, and/or displa~ingany
portion of the Flair Software in connection with the processing of
such machine instructions, and (ii) utilizing the Documentation and
generating output in support of the Flair Software.
7.2 Flair Software License Grant: Subject to the terms
and conditions set forth in this Agreement, and in consideration
of the fees set forth on Exhibit "An hereto, Flair hereby grants
a personal, nonexclusive and nontransferable license to CUstomer
to copy (as limited in Paragraph 7.5) and use the Flair Software,
received by Customer (including that received under the Maintenance
Services), solely for the customer's internal business use at the
Customer site and solely on the CUstomer System, having the
Designated CPU. A separate license is required for each additional
5
central processing unit on which the Flair Software is used.
Customer hereby agrees that no title to the Flair software, or to
the intellectual property in any of the Flair software, is granted
to CUstomer by the license grantedhere~n or.by any/other/termor
condition of this Agreement. Customer 'further agreesthat'.'all
copies of the Flair Software and derivations th~reofi~~~ll be
destroyed upon termination, for any reason, ofthisAgr~elD.ent or
of any license granted hereunder.
7.3 Improvements and Additions to Flair software
Product: CUstomer agrees that all changes to. the ,Flair
Software and. ,mergers or combinations of Flair SOftwCl:re,w~~ other
computer programs. and the intellectual propertyrights',therein,
shall be the property of Fiair and subject to allthefterms >and
conditions .of thisAgreemen~. ."., ..' .
7.4 Confidential. and ,other Proprietary Information in Flair
Software
(a) CUstome,i: acknowledges and agrees that <the Flair
Software contains valuable,,: confidential, and proprietary trade
secrets and information of Flair. CUstomer 'shall retain, in
confidence and trust all of the Flair Software, including source
code, if any, and object code, received pursuant to this Agreement
and shall not sell, lease, assign, license, transfer or otherwise
disclose such Flair Software to anyone, except the employees'of the
Customer to whom disclosure is necessary in connection with the Use
of the Flair Software as licensed hereunder. customer hereby
represents and warrants that each of the CUstomer's employees to
whom the any such disclosure is made (i) will, at the time of such
disclosure, be obligated under a written agreement with CUstomer,
and (ii) will hold the Flair Software in confidence and will not
disclose it, to anyone. The Flair Software shall not be considered
to be confidential to the extent it is generally of public
knowledge or is developed. independently by CUstomer. CUstomer
acknowledges and agrees that in the event of unauthorized use,
reproduction, distribution or disclose of any confidential
information or data contained in the Flair Software, Flair will not
6
have an adequate remedy at law and, therefore, injunctive or other
equitable relief would be appropriate to restrain such use,
reproduction, distribution or disclosure threatened or actual.
(b) Customer agrees not. to attempt/to create or
,',
derive the source programs from the Flair software Object,Codeiby
decompilation, disassembly, reverse-engineering or any other
method.
(c) Any copyright notice used in connection with
the Flair Software shall not be deemed to imply. that any part. of
the Flair software has been published, has be,en placed in' the
public domain, or has removed the obligation to hold the ,same in
confidence.
(d) Prior to discarding any dOCument, ,media, or
apparatus containing the Fl.air Software, Customer will assure that
any Flair Software contain~d in such documentorm~dia or stored
in such apparatus' has been completely erased or otherwise
destroyed. f"
7.5 Permitted Copies and Modifications of Flair Software
Product: CUstomer may reproduce portions of the Flair
Software, including any modifications thereof, in only those full
or partial copies which are necessary for backup or archival
purposes to support the right 'toUse'the Flair Software licensed
herein, provided, however, that (a) CUstomer shall not allow more
than a total of two copies of all or any part of, th~ Flair
Software, including any modifications and merged copies, to exist
at anyone time, (b) all such Flair Software copies (i) shall be
owned, by Flair subject to this Agreement, (ii) shall be considered
to be subject to this Agreement, and (iii) shall include any
applicable copyright notices, confidential, trade secret and
proprietary notices on all copies or any part or all of the Flair
Software, in the same manner and form as provided on the materials
comprising the Flair Software received from Flair or as otherwise
requested by Flair.
7
8.0 Limited Software Warranty
8. 1 Flair Software: Flair makes no warranty of, any
kind, express or implied, with regard to the Flair/So,i'tware
licensed hereunder, except that Flair :warrants that it has the
authority and right to license the Flair Software.ashereingranted
and ,that the Flair Software will generally conform ,to theprintecl
specifications therefore which are in effect on the date of
original delivery. Flair's warranty a~d obligations,shalJ.extend
for a period ,of thirty (3()) days from the date the Flair Software
is shipped or delivered to Customer, and is solely for the benefit
of Customer, who has no authority ,to extend this warranty~.toany
other person or entity. Except as provided in this paragraph , the
Flair Software iSiprovided.~o CUstomer, on an "AS-IS" basis only.
\
Flair does not warrant or, represent that Flair Software ..will
operate uninterrupted 'or err.6r free or that ~ny defects therein are
.
correctable' or will 'be corrected. Flilir's entire liability'and
CUstomer I s exclusive remedy:"for ,any. defects ,shall be under Flair · s
Maintenance Services provided in Paragraphs 4 herein.
8.2 THE FOREGOING SOFTWARE WARRANTIES ARE IN LIEU OF
ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OR' MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR ANY' WARRANTY' THAT THE SOFTWARE IS OF
MERCHANTABLE QUALITY.
9.0 Trademarks
Nothing herein shall grant CUstomer any right, title, or
interest in the trade name, Flair or of its suppliers, or any
trademarks, service marks, words, symbOls or marks used or adopted
by Flair or its suppliers alone or in association with other words
or names. No right is granted hereunder to use any trademark of
Flair or its suppliers or corporate affiliates thereof.
10.0 Patent. Design and Coovriqht Indemnity
10.1 Flair Software: Subject to the provisions of
Paragraph 10.2, Flair agrees to defend any action brought against
Customer insofar as such action is based on a claim that the Flair
Software constitutes a direct infringement of any valid patent,
8
design or copyright, in the United states, and Flair shall pay all
judgments and costs finally awarded against Customer subject to the
limitations specified in Paragraph 11.0, below, and provided ,that
(a) Flair is promptly informed and f~rnished a copy of each
communication, notice and action relating to the a.lleged
infringement, (b) at Flair's request and expense. the Customer
provides Flair with full authorization, information and ,. assistance
necessary to defend or settle such act~on and claim, and (c) sole
control of the defense of the action and all negotiations for its
settlement or comprise are exercised by Flair and/or'its designee.
At its sole option and as an alternative to its obligatio~s under
this Paragraph 10.1 ,Flair may discharge all of its liability under
this Agreement for patent, d'esign and copyright indellUlificationat
any time by either (1) fu:i:-nishingcustomer revised or modified
Flair Software which does. 'not infringe s~ch patent, design or
copyright and which' is substantially similar to that originally
supplied, or (2) taking ba~k.the.Flair Software and.refunding to
CUstomer the full amount pa~~by CUstome~to Flair therefor, or (3)
obtaining for the Customer the right to ,continue use of the Flair
, ,
Software, as the case may be. .
10.2 Flair shall not be obligated to defend or be liable
for costs and damage for infringement of any patent, design or
copyright arising out of compliance with CUstomer's specifications,
incorporation of customer's equipment and/or software, out of the
modification of any software after receipt by CUstomer, or out of
other fault or action of CUstomer. Flair may decline to provide
further Software to Customer under this Agreement if infringement
caused by any such action of CUstomer has been alleged, or has
occurred.
10.3 Paragraphs 10.1 to 10.2 state the entire liability
of Flair for patent, design, copyright or other intellectual
property infringement.
11.0 Limitation of Liability
11.1 This Agreement or the acceptance of an order by
Flair does not constitute a consumer sale and, save as herein
9
provided, all representations) conditions, warranties and
whether express orlmplied by Common law, statute or otherwise
to the quality,condition or fitness for any purpose of thegoodf:)
provided hereunder are excluded from the,.contractcl:'eatedbYisuRh
acceptance. The limitation of liability contained/inPiiragJ:'aphs
11.1 and 11.2..,.' Shall. apply without prejudice to ,anyo1;herlimitatlon
or restriction .'contained in this Agreement, whether .,...in resp~ct.to
the rights or remedies available to CUstomer, or otherwise.
11.2 IN NO EVENT WILL EITHER OR BOTH FLAIR AND ITS
SUPPLIERS BE LIABLE TO CUSTOMER FOR EXEMPLARY INCIDENTAL;
INDIRECT, SPECIAL ,OR ,CONSEQUENTIAL DAMAGES OF ANY KIND,IN:LUDI~G,
WITHOUT LIMITATION, LOSS ,OR PROFITS, REVENUE OR DATA, WHETHER ,OR
NOT FLAIR OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE ,POSSIBILITY OF
" ..
SUCH LOSS, .HOWEVER CAUSED, ,WHETHER FOR BREACH OR '.. REPUDIATION,i ,OF
CONTRACT, BREA.CH OF W~TY , NEGLIGENCE, INABILITX roUSE 'THE
EQUIPMENT OR..., SOFTWARE, OR, OTHERWISE, AND NOTWITHSTANDING ..ANY
FAILURE OR THE ESSENT,IAL ~POSE OF ANY LIMITED .REMEDY.Inno
event will Flair or its suppliers be liable for any claim against
CUstomer by a third party,.. except as provided in Paragraph 10.1
hereof.
11.3 Flair's liability under, for breach of, or arising
out of this Agreement and/or 'the Use provided herein shall be
limited to a refund of any fees for the Flair Software paid under
this Agreement, for the amount of time during which the Flair
Software is not available for use by CUstomer.
11.4 No action, whether in contract or tort (including
negligence) arising out of or in connection with this Agreement,
the sale or the licenses issued hereunder may be brought by either
party more than six (6) months after the cause of action has
accrued, or, in the event of CUstomer's default in Paragraph 7.4
hereof, more than sixteen (16) months after the date of discovery
of such default.
10
~ .
11.5 The essential purpose of Paragraphs 11.1 through
11.4 are to limit the potential liability of Flair and) its
suppliers arising out of these terms and conditions of .... sale
license and/or Use.
12.0 Term and Termination
12.1 ,This Agreement shall have a on,e (1) year term ,from
that effective<date of this Agreement, unlessotherwiseiterminated
as provided herein, but shall be '~enewable at the end of .. each. one
(1) year term for an additional (1) year. term unless prior to
ninety (90) days before the end of any suchoee.((l).year. term,
either party gives written notice to the other that the Agreement
. ,
shall not be renewed. , '.i ,..i<
12.2 This A,greement may be terminat~~iby<eitherparty,
upon 90 days advance written notice. to the other.
12.3 If customer fails to fulfill any. of the CUstomer's
.. . ~ -
material obligations under this Agreement, and sueh failure has not
been cured within thirty (30) days of receipt,/ofFlair's.notice
thereof, Flair may, at~'any time,thereafter, and in addition to any
other available remedies at law or equity, terminate this Agreement
and all licenses and rights granted Customer under this Agreement.
12.4 For pu~oses of Paragraph 12.3 herein, failure to
fulfill a material obligation shall include (a) customer,' s failure
to pay any amount due hereunder within ten (10) days of notice to
Customer that the same is due and payable, (b) any assignment,
sublease, sublicense, sale, offer to sell, franchise, encumbrance,
disposition or other exploitation of the Software or any part
thereof unless specifically permitted hereunder, (c) the insolvency
of the CUstomer, (d) the initiation of bankruptcy or receivership
proceedings by or against CUstomer, (e) the assignment of
Customer's assets for the benefit of creditors; (f) the breach of
any other term or condition of this Agreement, including the
failure to protect any interest of Flair or its suppliers in the
Software and every part thereof. In the event of default, CUstomer
agrees to pay the cost of any action or proceeding instituted as
11
a result thereof, including collection costs, costs of any such
action or proceeding and attorneys' fees.
12.5 Upon termination of any license granteciunderthis
Agreement, or upon termination of "7his Agreement.,. <as the icasemay
be, Customer shall, with respect to'the FlairSoftliar7 ,for which
the license is terminated, within twenty-fiv~ (25) days of such
termination del i ver to, Flair all Documentationcontainin9' the Flair
Software, and shall render unusa~le all Flair Software contained
on any media or in any storage apparatus.
12.6 The obligations of Customer and CUstomer's
employees under Paragraph 7.4 shall survive andicontinueafter any
termination of this Agreement or termination of any:- license or
rights under this Agreement.
\.
13.0 Miscellaneous
13.1 CUsto~ers shall not be entitleqto.. Flair Software
source code until and;unless Flair'ce~ses to do business.
13. 2 CUstomer." hereby agrees that CUstomer does not
intend to and will -:n~t knowingly, wi thoutthe prior written
approval of the offi~eof Expor~. Administration of the United
states Department of Commerce, Washington, ..O.C. 20230, transfer
either directly or indirectly, or otherwise export or,reexport any
portion of the Equipment or, Software to any country for which such
approval is required.
13.3 Except as' expressly provided herein, or with
Flair's prior written consent, neither this Agreement nor any
rights or obligations under this Agreement shall be assignable or
.otherwise transferable, in whole or in part, and any attempt to
assign or transfer this Agreement shall be null and void.
13.4 All notices to either party of this Agreement shall
be made in writing at the address of the receiving party as
identified below:
For the attention of the Customer:
To the Customer at the address first given
above, unless otherwise stated herein.
12
For the attention of Flair:
Flair Data Services, Inc.
1170 North Durfee
SuiteH
SouthEI Monte, CA 91733.
All notices shall be in writing and shall be serVed by
personal service or by certified or registered mail, return receipt
requested, and if mailed, shall be deem~d complete. three days after
mailing. Either party may change its address for notices by gIving
written notice to the other.
13.5 Neither p'arty shall be liable for anyd,elay or
failure tomeeti t.S ,obligations pursuant tothisAgreement~ue to
circumstances'beyondreasonable control.
13.6 If any term, provision, . covenant orconditioI1 of
this Agreement is held invalid or unenforceable for any reason,
the parties agree that such invalidity ~hall not affect . ,the
enforceability or ...validity( of the remaining provisions of <this
Agreement.
13.7 This. Agreement shall be <!.overned by and interpreted
in accordance with the laws of the state of California, excluding
its choice of laws rules. . The parties hereby agree .that>\any
dispute regarding the interpretation of validity of, or otherwise
arising out of this Agreement, or relating to the productslipensed
hereunder shall be subject to the exclusive jurisdiction of,. the
California state courts in the County of Los Angeles, or if it has
concurrent or exclusive jurisdiction, the united states District
Court for the Central District of California and the parties agree
to submit to the personal and exclusive jurisdiction and venue of
these courts and to be governed in all respects by the laws of the
state of California as such laws are applied to agreements between
California residents entered into and to be preformed entirely
within California.
13 .8 This Agreement contains the entire understanding
of the parties with respect to the matters contained herein. There
are no, promises, covenants or undertakings other than those
"'i
13
expressly set forth herein. Customer acknowledges that it has not
relied upon any representative or statement not contained herein.
This Agreement may not be :modified except by a writIng sIgned by
authorized representatives of both par~ies. " ...',..
13..9 Customer warrants that Customer .1}~S.fU1IPowerand
authority to enter into and perform the terms and conditions of
this Agreement. Customer further acknowledges reading and
understanding the terms and conditions '.of this .. Agreement ,. and agrees
to be bound by them.
14
'-
IN WITNESS WHEREOF, the parties hereto have. caused this
Agreement to be executed by their duly authorized representative
as of the day of the year first above w~~tten.
Flair Data Services, Inc
Dated
Q/?A./Ql
By
Printed.Name: Shiro Furukawa
Its President
~.....~~
Dated
1"/1/2- / C; I
( (
CUSTOMER
City, ,of. Vernon
AGREEMENT NO.:
Fnl0l
BY~'..' ..........,y.
p],~ntekam..: ,~~
~~s MayQrArlEST: ...~....._~
, Bruce V. Ma enhorst
City Clerk
contagmt.620
Approved a".to ~
\) ~ ~, \\
Dm~ Brearley' .. '.
City Attorney
15
.,
EXHIBIT A
SCHEDULE OF SERVICES
INFORMATION MANAGEMENT,'AND SOFTWARE MAINTENANCE SERVICES
INFORMATION.. MANAGEMENT SERVICES
Not Included.
X Included.
SOFTWARE MAINTENANCE SERVICES
Not Included
x Included.
FEES FOR THE ABOVE SERVICES
~
Monthly Fee$1760~OO
,
Guaranteed Minim\lIllVisits Per Month 4
Additional Visit~, or Emergensy visits During
Non-Business Hours at the Rate of: $50 oolhr.
-
SUPPLEMENTAL SERVICES
Supplemental Services as follows:
To be quoted separately.
16
/4
Initial
'.
EXHIBIT A (Con't.)
Flair will review the services provided andtherelated.costs
to Flair of the<mcdntenance services provided', under1:his Agreement
and, upon ninety (90) days written notice forthe':FlairSOf~\#lare
and, thirtY..i(30)d,aYf; ..written,.notic"e .,fo.r supp~~eriSo~tware,.;>lllay
adjust thefeestllerefore, .based on the ...result.s of,t.his review," t.o
allow for any, illcreased services or increased expense to Fla, ire
,t . ",..., ,.. ',. '...< i < . ii<i
Request, by ..Customer, for changes in Flair. sOftwaf-e, to
provide new functions, or to create new systems, will be subject
to further f.ees" and agreement between the parties.
"
"
"
\ ,
17
Initial
"
EXHIBIT B
CUSTOMER S.YSTEM
Hewlett Packard HP3000 Series 52
Serial H2526A00145
Model H32552AR
Dat-drive HP-IB
G15l1A Serial fj3l07E03496
18
x~
Initial
...
! !~ ", ,~- ..
EXHIBIT C
SOFTWARE APPLICATIONS TO BE SUPPORTED
ALARM
BUDGET
BUSINESS LICENSE
FINANCE
FIXED ASSETS
HEALTH
INVESTMENTS
PA'YROLL
PERSONNEL
19
LZ
Initial