Resolution No. 6147
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RESOLU~ION NO. 6147
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF VERNON APPROVING AND AUTHORIZING THE
EXECUTION OF A SOFTWARE SUPPORT SERVICES
AGREEMENT WITH OCS COMMAND DATA SYSTEMS
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WHEREAS, the City Council of the City of Vernon adopted
Resolution No. 5534 on June 30, 1988, which approved and authorized
the execution of a Computer system Agreement wi th Command Data
Systems that provided for the purchase, management and training of
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a public safety computer software program for police operations;
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and
WHEREAS, by Resolution No. 5680 on October 17, 1989, the
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City Council approved the assignment of all right,
title and
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interest in and to said Agreement, to U S WEST Communications
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Services, Inc., which Agreement has been renewed annually; and
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WHEREAS, US WEST Communications services, Inc., has sold
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its software support department to OCS Technology Corporation which
has requested that the City of Vernon enter into a new Software
Support Services Agreement with its subsidiary, OCS Command Data
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Systems; and
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WHEREAS, said services will cost the City of Vernon
$4,387.50 for the period October 1, 1992 to June 30, 1993; and
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WHEREAS, the Chief of Police has recommended approval of
the new agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are
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true and correct.
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SECTION 2: The City Council of the City of Vernon hereby
2 approves the OCS Command Data Systems Software Support Services
3 Agreement, a copy of which has been presented to the City Council
4 concurrently with this resolution, and the City Council hereby
5 orders said Agreement to be received and filed by the City Clerk.
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SECTION 3: The City Council of the City of Vernon hereby
7 authorizes the Mayor and the City Clerk to execute said Agreement
8 for, and on behalf of, the City of Vernon.
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SECTION 4: The city Clerk of the City of Vernon shall
10 certify to the passage of this resolution, and thereupon and
11 thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED this 17th day of November, 1992.
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17 BRUCE V. MAu{ENHORST, Ci ty Clerk
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1 STATE OF CALIFORNIA )
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2 COUNTY OF LOS ANGELES )
3 I, BRUCE V. MALKENHORST, City Clerk of the city of
4 Vernon, do hereby certify that the foregoing Resolution, being
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Resolution No. 6147, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly held
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on Tuesday, November 17, 1992, and thereafter was duly signed by
the Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
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(SEAL)
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COMMAND ·
DJU'ASVSTEIVIS
November 16, 1992
Liz Sawickis
Vernon Police Department
4305 Santa l'e Avenue
Vernon, CA 90058
Dear Liz Sawickis:
Enclosed are two copies of your annual Software Support Service
Agreement for maintenance which begins October.1, 1992 and ends June
30, 1993.
Please review the maintenance agreement, then complete the second page
and return a signed copy to:
OCS Command Data Systems
Attn: Louise Anderson
5960 Inglewood Drive
Pleasanton, CA 94588
A self-addressed envelope has been enclosed for your convenience. We
would appreciate the processing and retuming of these agreements within
two weeks.
Should you have any questions, please call me at (510) 460-5500. Thank
you,
Sincerely,
:/~
Louise Anderson
Manager of Filed Services
LA/as
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OCS TECHNOLOGIES, INC.
5960lnglewood Drive, Suile 100, Pleasanlon, CA 94588 Phone: (510) 460-5500 Fax: (510) 460-5580
OCS COMMAND DATA SYSTEMS
SOFTW ARE SUPPORT SERVICES AGREEMENT
CONTACT:
VERNON POLICE DEPARTMENT
4305 SANTA FE AVENUE
VERNON, CA 90058
LIZ SAWICKIS
CUSTOMER NAME:
ADDRESS:
OCS Command Data Systems agrees to provide SOFfW ARE SUPPORT SERVICES
indicated below and more fully described in the following pages, subject to the terms and
conditions provided in this AGREEMENT. This AGREEMENT applies to the following
licensed software modules.. Annual software service fees are payable in advance at the
following rate:
EFFECTIVE FROM: OCTOBER 1, 1992
1HROUGH: JUNE 30, 1993
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USER
LICENSE
4 USER
5 USER
ANNUAL
FEES
$ 2,025,00
2,362.50
APPLICATION SOFrW ARE
MODULES
#MO
*RMS
CAD
* Reflects first year discount - future agreements will be at the then current price,
** NOTE: Upon future renewals, there will be an additional charge to those Customers
requiring semiannual or quarterly invoices, This is to effectively contain rising
administrative cost.
EXTERNAL SYSTEM
SOFrWARE MODULE
$
TOT AL FEE (Excluding Applicable Sales Tax)
$ 4,387,50
This AGREEMENT shall exist on a month to month basis, for a period of one (1) year,
billed annually, unless prorated to coincide with customer's current budget and approved
in writing by both parties. No modifications or amendments to the AGREEMENT shall
be valid unless in writing and signed by duly authorized representatives of the Customer
and OCS Command Data Systems.
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OCS COMMAND DATA SYSTEMS
SOFTW ARE SUPPORT SERVICES AGREEMENT
CUSTOMER NAME:
ADDRESS:
VERNON POLICE DEPARTMENT
4305 SANTA FE A VENUE
CONTACT:
VERNON, CA 90058
LIZ SA WICKIS
OCS Command Data Systems agrees to provide Software Support Services for the
following application software installed on the hardware designated below:
Please provide the MAKE, MODEL #, and SERIAL # ofCPU for each of the Software
Modules covered by this Maintenance Agreement.
Complete and accurate information will enable your maintenance to begin on the
effective date listed below.
EFFECTIVE FROM: OCTOBER 1, 1992
MODULE
RMS
CAD
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CPU.MAKE
THROUGH: JUNE 30, 1993
MODEL #
SERIAL #
In witness whereof, customer and OCS Command Data Systems have caused this
AGREEMENT to be executed by their duly authorized officers as of the Date set forth
above.
Customer: City of Vernon
Signat~c~g~~ .
~eonis C, lburg, Mayor
Printed Name:
Title:
Date: //-o?,y~ 9~ 4/''' .-y
ATTEST: ~<<7 .;?//z;4~/~>
Bruce V, Mafkenhorst
City Clerk
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David B. Brearl~~
City Attorney -2-
OCS Command Da~tems
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Louise Anderson
Manager of Filed Services
OCS Command Data Systems
5960 Inglewood Drive, Suite 100
Pleasanton, CA 94588-8535
HEWLETT PACKARD CLASSIC
SOFTWARE SUPPORT SERVICES AGREEMENT
TERMS & CONDITIONS
DEFINITIONS. For the purposes of this Agreement, the following are defined terms:
1. The term MAINTENANCE shall mean program logic and documentation
changes and improvements to correct known defects and maintain the operational quality
of the APPLICATION SOFfW ARE currently installed under license by OCS Command
Data Systems (OCS).
2. The term EXTERNAL SYSTEM shall mean programs that are specifically
written to send and/or receive information from programs such as information systems,
Mobile Digital Terminals, Message Status Units and third party software or hardware as
specified by OCS.
EXTENDED WARRANTY. OCS shall maintain CUSTOMER'S Licensed-To-Use
APPLICATION SOFIW ARE as identified on page one (1) of this Agreement such that it
operates in conformity with the current Users Reference Manual for installed software
version, including all. error corrections or changes. OCS shall use best efforts to correct
any reproducible error. Suspected error conditions will be investigated and corrected by
OCS personnel at OCS offices to the extent possible. OCS may provide the
CUSTOMER with unsolicited error corrections or changes to the software which OCS
determine are necessary for proper operation of its APPLICATION SOFfW ARE, and
CUSTOMER shall incorporate these corrections or changes in the System within ninety
(90) days of receipt from OCS or maintenance for the module may be discontinued,
REMOTE DIAGNOSTICS. OCS requires the installation of an acceptable modem that
will permit OCS to effect APPLICATION SOFIW ARE diagnostics and corrections from
a remote location.
ON-SITE ASSISTANCE, If a problem cannot be resolved using remote diagnostics,
with the CUSTOMER'S authorization, OCS will send a specialist to CUSTOMER'S site
under the following terms: (a) If the problem lies solely with OCS's APPLICATION
SOFIW ARE, OCS is responsible for all expenses associated with the resolution of the
problem, and (b) If the problem is CUSTOMER generated, CUSTOMER is responsible
for all fees and expense at OCS's then-current consulting service rate. CUSTOMER
generated problems include, but are not limited to, any and all hardware failures that
cause OCS APPLICATION SOFfW ARE not to operate as described in the User
Reference Manual for the installed software version, Hardware vendor operating system
failures that cause OCS APPLICATION SOFIW ARE not to operate as described in the
User Reference Manual for the installed software version, or improper use of the OCS
APPLICATION SOFIW ARE.
TELEPHONE ACCESS SUPPORT SERVICE (TASS). Calls to TASS will be
accepted during regular business hours from 6:00 hour PST to 18:00 hour PST on
Monday through Friday excluding OCS holidays. Responses from TASS or other OCS
representatives will be provided during the same hours. TASS will be supported by the
entire staff of OCS including Technical Services and CUSTOMER Support. OCS will
make best efforts to resolve problems promptly. The CUSTOMER will select no more
than two (2) of its employees to serve as official representatives of the CUSTOMER.
Only in emergency situations will other employees of the CUSTOMER use TASS, The
TASS service is not to be considered as a source of training or as a source of consulting.
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It is the CUSTOMER's responsibility to regulate and authorize the use of this service by
its employees.
EXTERNAL SYSTEM MODIFICATIONS. In the event any external system to the
system provided by. OCS is modified, improved, or changes in such a way that the system
is no longer compatible, CUSTOMER shall notify OCS of such changes, modifications,
or improvements. An annual maximum of twenty-five (25) hours of external system
services is included in this Agreement. If the twenty-five (25) hour service period has
been depleted, CUSTOMER may request that OCS provide a proposal to include a time
and cost estimate for the work required to restore compatibility, OCS may furnish a
written proposal provided the modifications are commercially, technically and practically
feasible, Upon receipt of the OCS proposal, CUSTOMER shall determine whether they
require the work to be performed. CUSTOMER may issue a Notice To Proceed, which
must be accepted in writing by OCS prior to performing the necessary modifications for
the additional compensation mutually agreed upon.
NATIONAL USER GROUP MEETING. A National User Group (NUG) meeting
sponsored jointly by OCS and the OCS User Group will take place annually in a location
near the OCS headquarters offices. This meeting will include but not be limited to
training classes, demonstrations of OCS APPLICA nON SOFIW ARE MODULES, user
submitted software programs and procedures and demonstrations of complementary third
party products. Additionally, the technical resources of OCS are available to all attendees
for discussions on product content. Unless specifically identified on page one (1) of this
Agreement, NUG meeting attendance fees are not included in the maintenance prices.
CHANGES OR MODIFICATIONS BY CUSTOMER. Any changes or modifications
to the Licensed-To-Use APPLICATION SOFfWARE.by CUSTOMER without OCS's
written authorization is an unauthorized change and OCS reserves the right to terminate
this Agreement or provide maintenance at the then current Time and Materials rate for all
services provided.
TRAINING. Documentation is provided with new releases purchased and installed at
the CUSTOMER site. Specific training courses for new releases are billable at OCS's
standard published fee,
CUSTOMER RESPONSIBILITIES.
(a) CUSTOMER shall provide OCS personnel with the work space necessary
for the proper execution of its service obligations.
(b) CUSTOMER will be responsible for maintaining the computer hardware,
communications equipment, telephone lines, cabling, modems and all other hardware
equipment.
(c) CUSTOMER will make available computer time for the testing and
maintenance of software,
(d) CUSTOMER will make available all necessary supplies such as paper,
magnetic tape and disk packs.
TERM, This Agreement shall be effective on the date last executed by both parties and
shall continue for the term as designated on page one (1) of this Agreement. Future
support of this product will be on a time an materials basis only,
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TERMINATION, In addition to any other right to terminate setout herein, either OCS
or CUSTOMER shall have the right to terminate this Agreement upon not less than thirty
(30) days advance written notice. If terminated prior to the expiration of one (1) year, the
annual fee will be prorated and any remaining sum refunded.
WARRANTIES. OCS warrants that to the best of its knowledge that performance of
service under this Agreement shall not in any way trade secret, trade name, trademark,
proprietary information or non-disclosure or other rights of any third party,
LIMITATION OF LIABILITY. THE FOREGOING WARRANTIES ARE IN LIEU
OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO , THOSE CONCERNING
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OCS's
liability hereunder for damages, regardless of the form of action, shall not exceed the fees
and other charges paid by CUSTOMER under this Agreement, OCS will not be liable for
any lost profits, revenues, or for any claim or demand against CUSTOMER by any other
party. IN NO EVENT SHALL OCS BE LIABLE FOR ANY INDIRECT, SPECIAL
INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
PROPERTY RIGHTS. CUSTOMER agrees that all enhancements provided by OCS
shall be the exclusive property of OCS pursuant to the OCS License-To-Use
APPLICA TION SOFfW ARE Agreement.
SECURITY AND PRIVACY, OCS agrees that none of its officers or employees shall
use or reveal any research or statistical information furnished 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 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, The CUSTOMER shall be notified immediately upon receipt
of any such order of court, pertaining to production of such information.
CHANGES TO FILES AND HARDWARE MODIFICATIONS. Any changes to
hardware which may effect OCS software performance, including but not limited to
changes to existing hardware configurations, network configurations, terminal and printer
characteristics or modems without the prior written consent of OCS may void this
Agreement.
OCS may provide requested support on a time and material basis only, until such time as
a new Maintenance Agreement is renegotiated.
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