Resolution No. 6267
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RESOLUTION NO. 6267
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF (1) A CONSENT TO ASSIGNMENT AND RELEASE ON
BEHALF OF OCS COMMAND DATA SYSTEMS; AND (2) THE
OCS SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
AND SOFTWARE SUPPORT AND MAINTENANCE PRICING
AND CONFIGURATION ADDENDUM BY AND BETWEEN THE
CITY OF VERNON AND OCS TECHNOLOGIES, INC.
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WHEREAS, the City Council of the City of Vernon adopted
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Resolution No. 5534 on June 30, 1988, which approved and authorized
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the execution of a Computer System Agreement with Command Data
11 Systems that provided for the purchase, management and training of
12 a public safety computer software program for police operations; and
13 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 US 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. sold its
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software support department to OCS Technology corporation, and the
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City Council by Resolution No. 6147 approved a Software Support
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Services Agreement with its subsidiary, OCS Command Data Systems,
effective October 1, 1992; and
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WHEREAS, OCS Command Data Systems began operating the
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Inc., on July 1, 1992 and has requested an assignment to it of the
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original Computer System Agreement; and
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WHEREAS, US WEST Communications services, Inc. has
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consented to the assignment on condition that it be released from
all contractual obligations; and
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WHEREAS, OCS Command Data Systems has requested approval
of the OCS Software Support and Maintenance Agreement for the period
July 1, 1993 to June 30, 1994 at a base annual fee of six Thousand
One Hundred Forty-two Dollars and Fifty Cents ($6,142.50); and
WHEREAS, the Chief of Police has recommended approval of
the assignment and the supplemental agreement for 1993/1994.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are
true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Consent to Assignment and Release, a copy of which has
been presented to the city Council concurrently with this
resolution, and the City Council hereby orders said Agreement to be
received and filed by the City Clerk.
SECTION 3: The City Council of the City of Vernon hereby
approves the OCS Software Support and Maintenance Agreement for the
period July 1, 1993 to June 30, 1994 at a base annual fee of six
Thousand One Hundred Forty-two Dollars and Fifty Cents ($6,142.50),
a copy of which has been presented to the city Council concurrently
with this resolution, and the City Council hereby orders said
Agreement to be received and filed by the city Clerk.
SECTION 4: The City council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreements
for, and on behalf of, the City of Vernon.
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SECTION 5: The city Clerk of the city of Vernon shall
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certify to the passage of this resolution,
and thereupon and
thereafter the same shall be in full force and effect.
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8 ATTEST:
BRdv.
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APPROVED AND ADOPTED this 20th day of July, 1993.
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MALKENHORST, city Clerk
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STATE OF CALIFORNIA )
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COUNTY OF LOS ANGELES )
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I, BRUCE V. MALKENHORST, city Clerk of the City of
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Vernon, do hereby certify that the foregoing Resolution, being
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Resolution No. 6267, was duly adopted by the city Council of the
city of Vernon at a regular meeting of the City Council duly held on
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Tuesday, July 20, 1993, and thereafter was duly signed by the Mayor
of the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
-4-
OCS TECHNOLOGIES, me.
Software Support and Maintenance
Pricing and Configuration Addendum
CUSTOMER NAME: THE CITY OF VERNON
ADDRESS: 4305 SANTA FE AVENUE
VERNON. CALIFORNIA 90058
CONT ACI': LIZ SA WICIGS. POLICE DEPARTMENT
Support and Maintenance provided to the customer listed above shall be pursuant to the terms and conditions of the OCS
Software Support and Maintenance Agreement dated 7/88. This Addendum shall become part of said Agreement upon
signature and shall ,be effective from 7/1/93 through 6/30/94. This Addendum applies only to the application software and
software modules listed below and shall exist on a month to month basis, for a period of one (1) year, billed in advance
annually, unless prorated to coincide with the Customer's current budget and approved in writing by both parties. Upon
future renewals, there will be an additional ~harge to those customers requiring semiannual or quarterly invoices.
Software Module{s)
RMS
CAD
# Months
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12
CPU Make
Model # .
Serial # User License
4 USERS 2.835.00
5 USERS
3.307.50
TOTAL
6.142.50
IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized representatives.
THE CITY OF VERNON
~a;~~~~~~.
Nrone: Leonis C. Malburg
ocs
Joseph Steffan
Title: Mayor
Title: Vice PreSident/General Manager
Date: 1,'~?"'?.J /'
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Bruce V. Ha1kenhorst, City C rk
Date:
July 1'-, 1993
ocs Technologies, Inc. 5960 Inglewood Dr., suite 100, Pleasanton, CA
94588
APPROVED AS~TO FO
BY t)l\>' \) I . 7h-oIT)
DAVIn B. BREARLEY ,
OCS SOFlWARE SUPPORT AND MAINTENANCE AGREEMENT
CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE
This SOFfW ARE SUPPORT AND MAINTENANCE AGREEMENT is an addendum to the
INFORMATION SYSTEM CONTRACf between The City of Vernon, an entity organized under the laws
of the State of California (hereinafter referred to as "Customer"), located at 4305 Santa Fe Avenue,
Vernon, California; 90058, and OCS Technologies, Inc., a corporation organized under the laws of the
State of Washington (hereinafter referred to as "OCS") located at 5960 Inglewood Dr., Pleasanton, CA
94588.
TIllS AGREEMENT WITNESSES that in consideration of the annual software support and maintenance
fee to be paid by the Customer to OCS and other good and valuable consideration now paid by the
Customer to OCS, the receipt and sufficiency of which is acknowledged by OCS, the parties agree as
follows:
1. Definitions. .As used in this Agreement. unless the context otherwise requires, the following
terms shall have the meanings set out below:
a. MAINIENANCE shall mean changes in program logic and documentation to correct
known defects and maintain the operational quality of the APPLICATION SOFfW ARE
currently installed under license by OCS Technologies, Inc. (hereinafter OCS).
b. EXTERNAL INTERFACE shall mean OCS programs that are specifically written to
send and/or receive · information from programs such as state and federal database
information systems. In the public safety environment. this includes items such as
Mobile Digital Terminals and Message Status Units. In all situations, this applies to
any applicable third party software or hardware as specified by OCS.
c. NEW RELEASES shall mean any added functionality or changes to functionality of
programs and materials not included in the APPLICATION SOFTWARE at the time of
the execution of the original LICENSE-TO-USE Agreement
2. Extended Warranty. OCS shall maintain CUSTOMER'S Licensed-To-Use APPLICATION
SOFfW ARE as identified on page one (1) of this Agreement such that it operates in conformity
with the current Users Reference Manual for the 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 determines are necessary for proper operations of its APPLICATION
SOFIW 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 maybe discontinued.
OCS Command Data Systems
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3. New Releases. OCS is continually working on improvements to all APPLICATION
SOFfW ARE MODULES. During the term of this Agreement, as these improvements
are released, CUSTOMER will receive one copy of the improvements including APPLICATION
SOFfWARE, documentation and installation procedures.
4. Remote Diagnostics. For contracts after October I, 1992, OCS requires the installation of a dial-
back modem that will permit OCS to effect APPLICATION SOFfWARE diagnostics and
corrections from a remote location.
5. On-Site Assistance. If a problem cannot be resolved using remote diagnostics, with the
CUSTOMER'S authorization, OCS will send a specialist to the CUSTOMER'S site under the
following terms, and conditions: (a) If the problem lies solely with OCS's APPLICATION
SOFfW ARE, OCS will be 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 expenses and will be automatically billed on a net 30 basis at OCS's then-
current service rate. Non payment of billed services shall constitute a breach of Agreement
and all maintenance shall be withheld until such time as aJ,1 back payments plus applicable late
penalties and interest have been fully repaid. CUSTOMER generated problems include, but
are not limited to, any and all hardware failures that cause OCS APPLICATION SOFfWARE
not to operate as descnl>ed in the User Reference Manual for the installed software version,
hardware vendor operating system failures that cause OCS APPLICATION SOFfWARE not to
operate as described in the User Reference Manual for the installed software version, or improper
use of the OCS APPLICATION SOFfW ARE.
6.
Teleohone Access SUDDOrt Service (fASS). Calls to TASS will be accepted during regular
business hours from 0630 PST to 1700 PST on Monday through Friday excluding announced
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
Field Services. 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 to use the TASS hot line support. The TASS service is not to be considered a
source of training or a source of consulting. Misuse of the TASS Service may result in direct
billing to the customer for consulting services. It is the CUSTOMER'S responsibility to regulate
and authorize the use of this service by its employees.
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7. EXTERNAL INfERFACE Software SUDport. EXTERNAL INfERFACE Software Support and
Maintenance shall be provided to the Customer as follows:
7.1. Support and Maintenance for OCS EXTERNAL INfERFACE Software shall be limited
solely to the code developed and/or provided by OCS. Calls for support on EXTERNAL
INTERFACE SOftware by the Customer to OCS shall be reviewed by OCS to determine
the source of the problems encountered. In the event problems are deemed to be caused
by OCS developed and installed software, OCS shall repair said problems under the
terms of this agreement. If the problems are deemed to be caused by software and/or
systems external to OCS code, however, the customer shall be billed at the then current
time and materials rate for all diagnostics and problem detennination. OCS SHALL
NOT BE RESPONSmLE FOR ANY EXTERNAL SYSTEMS, CHANGES AND/OR
MODIFICATIONS TO EXTERNAL SYSTEMS, OR THE INSTALLATION OF NEW
SYSTEMS EXTERNAL TO THE OCS CODE TIIAT IMPACTS COMPATIBILITY
OF THE SYSTEM INSTALLED BY OCS.
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7.2. Changes to External Systems. In the event any external software is modified, improved,
or changed in such a way that OCS software is no longer compatible, CUSTOMER shall
immediately, notify OCS of such changes or modifications. In order to remain on the
OCS maintenance program, system compatibility must be maintained. CUSTOMER
may request that OCS provide a proposal to include a time and materials 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 will issue a Notice To Proceed, which must
be accepted in writing by OCS prior to performing the necessaty modifications., During
the time in which the customer's system is incompatible with OSe's officially recognized
release (due to problems external to the OCS developed code), support will be provided
on a time and materials basis only. When compatibility has been restored. the customer
may elect to return on maintenance according to the then current OCS policy regarding
maintenance restoration. Until such time as the maintenance program has been re-
instituted, the Customer will only. receive maintenance on a time and materials basis.
8. SUDDOrt Restriction. OCS is under no obligation to provide support services to any version of the
APPLICATION SOFIWARE provided by OCS except the then current and officially recognized
release version of said software. OCS may, at its option and sole discretion, discontinue
maintenance and support services to the Customer if the Customer fails to install and
maintain current versions of OCS software as new versions are completed and officially released.
9. National User GrouD Meeting. A National User Group (NUG) meeting sponsored jointly by OCS
and the OCS User Group will take place annually in a location near OCS headquarters offices in
Pleasanton, California. This meeting will include, but not be limited to: training classes;
demonstrations of OCS APPLICATION SOFIWARE MODULES; user submitted software
programs; and. procedures and demonstrations of complementaIy third party products.
Additionally, the technical resources of OCS will be available to attendees for discussions on
product content NUG meeting attendance fees are the responsibility of the attendee.
10. Changes or Modifications to Source Code bv Customer. Any changes or modifications to OCS
APPLICATION SOFfWARE or to the APPLICATION SOFfWARE operating environment by
CUSTOMER without OCS's written authorization is an unauthorized change and is in violation
of the Software License Agreement In the event Customer is deemed to be in violation of the
license-to-use terms of this contract, OCS reserves the right to terminate this Agreement and
pursue any and all legal remedies. Customer may be subject to penalties, fines and associated
legal fees if found to be in violation of the Software License Agreement
11. Customer Resoonsibilities. The customer's responsibilities shall include, but not be limited to,
the following:
11.1 CUSTOMER shall provide OCS personnel with the work space necessary for the proper
execution of its service obligations as necessary and required by OCS.
11.2 CUSTOMER will be responsible for maintaining the computer hardware.
communications equipment, telephone lines, cabling, modems and all other hardware
equipment as necessaty and required by oes.
11.3 CUSTOMER will make available computer time for the testing and maintenance of
software as necessary and required by OCS.
OCS Command Data Systems
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11.4 CUSTOMER will make available all necessary supplies such as paper, magnetic tape
and disk packs as necessary and required by OCS.
12. Term of Aro-eement. This OCS Software Support and Maintenance Agreement shall be effective
for a period of 12 months from contract execution, contingent upon the receipt of Custome~s
payment for annual maintenance.
13. Termination. Either party 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 less any outstanding payment for
service rendered under this agreement This Agreement may also be terminated if Customer fails
to pay any charges owed to OCS when such charges become due and payable.
14. Warranties.
14.1 OCS APPLICATION SOFfWARE Warranty. OCS warrants that each OCS
APPLICATION SOFfWARE MODULE will perform free of software defects that
would prevent the System from operating in the manner described in the OCS User
Documentation for the version of the software installed.
14.2 THE CUSTOMER UNDERSTANDS AND AGREES THAT EXCEPf FOR THE
FOREGOING WARRANTY, NO OTHER wARRANI1ES, WRITIEN OR ORAL,
STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL
APPLY TO THE SYSTEM. ALL SUCH IMPLIED WARRANTIES ARE HEREBY
AND EXPRESSLY DISCLAIMED. OCS'ssole obligation for breach of the foregoing
warranties shall be limited to repairing and/or replacing, at its option, the software
components at its own expense, which shall be the Custome~s sole and exclusive
remedy. The repair or replacement of any defective software under this warranty is
conditioned upon the System not having been altered or repaired by any individual other
than OCS employees or agents, and OCS 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
incompau"le with or of inferior quality to the System. as well as failure to maintain the
environmental conditions specified by the manufacturer of the System.
15. Limitation of Liability. OCS will not be liable to the Customer for any claims, actions, suits,
proceedings, costs, expenses, damages or liabilities resulting frOm OCS's perfonnance under the
Agreement unless such claims, actions, suits, proceedings, costs, expenses, damages or liabilities
are caused by the negligent act or omission of OCS, its subcontractors, agents, servants and
employees. Operation of the System and use of the products and services identified in this
Agreement are the sole responsibility of the Customer. OCS's sole undertaking is limited to
providing the products and services outlined herein in accordance with the tenus and conditions
of this Agreement. The provision of products sold and services performed by OCS to the
Customer 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 outside of OCS
and the Customer, OCS's obligations under this Agreement extend solely to the Customer.
OCS1s liability hereunder for damages, regardless of the form or action, shall not exceed the fees
or other charges paid to OCS by Customer under this Agreement. NEITHER OCS NOR ANY
MANUFACTURER OR SOFfWARE PROVIDER FOR TInS SYSQTh1 SHALL IN ANY
EVENT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME, LOST REVENUE, OR
oes Command Data Systems
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LOST PROFIT. WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT AT TIlE
TIME TIIAT TIllS AGREEMENf WAS ENfERED INTO. AND WHETIIER OR NOT SUCH
DAMAGES ARISE OUT OF A BREACH OF WARRANTY. A BREACH OF AGREEMENf.
NEGLIGENCE. STRICT LIABILITY OR ANY OTHER TIIEORY OF LIABILITY.
16. Indemnification. Each party shall indemnify and hold harmless the other party in
connectionwith claims. losses. damages, liabilities. and lawsuits to the extent they arise from, or
are alleged to arise from, negligent acts solely in connection with a party's performance under
this Agreement or a party's use of. or operation of. the Product{s) sold, installed, and maintained
under this Agreement This indemnity extends solely to claims and lawsuits for personal injury.
death. or destruction of tangible property. IN NO EVENf WILL EITIIER PARTY BE
LIABLE FOR INDIRECT. SPECIAL, INCIDENfAL OR CONSEQUENTIAL DAMAGES.
LOSS OF USE. LOSS OF PROFIT OR A TIORNEY'S FEES.
17. Prooerty Rights. CUSTOMER agrees that all enhancements provided by OCS. or declared in
concert with or as co-developers under a joint development effort, shall be the exclusive property
ofOCS pursuant to the OCS License-To-Use APPLICATION SOFfWARE Agreement
18. Securitv and PrivaCY. OCS agrees that none of its officers or employees shall use or reveal any
research or statistical infonnation 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
infonnation shall not, without the consent of the person furnishing such infonnation, be admitted
as evidence or, used for any purpose in any action, suit or o~r 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.
19. Changes to files andlor hardware configuration. Any changes to files andlor 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.
IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized
representatives.
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By: - /~~~~.
'-;-{A th~rized Signature) . ~, - 7
Name: Leonis C. Malburg
The City of Vernon
Title: . Mayor
Title: Vice President/General Manager
ATrnST, 4 7~;lp/~
- Bruce v. - Ma~orst, City Clerk
Date: July 17-, 1993
fu~'~ij J.~$k
OCS Command Data Systems BY .' t ,~ I
DAVID B . BREARLEY
CITY ATTOR~EY;
DATED /('1-0 cr"3>
, t
'.
~ & d67
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CONSENT TO ASSIGNMENT AND RELEASE
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THIS CONSENT TO ASSIGNMENT AND RELEASE is executed this
,j/ ft/> day of Ifd..tt ,1993,
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BY AND BETWEEN
CITY OF VERNON, a municipal
corporation (hereinafter
referred to as "CITY")
4305 Santa Fe Avenue
Vernon, CA 90058
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OCS Command Data Systems
(hereinafter referred to as
II CONTRACTOR ")
5960 Inglewood Drive, Suite 100
Pleasanton, CA 94588-8535
AND
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RECITALS:
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1. The CITY and Command Data Systems entered into a
14 Computer Systems Agreement (the "Agreement") effective June 30,
15 1988, which provided a public safety computer service program for
16 Police Operations.
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2. The CITY assigned the Agreement to US WEST Communica-
18 tion Services, Inc. (USW) on October 17, 1989.
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3. USW, effective July 1, 1992, sold to OCS Technologies,
20 Inc., (fIOCS") those assets of USW necessary to fulfill the terms of
21 the Agreement.
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4. The CITY entered into an agreement with CONTRACTOR, a
23 subsidiary of OCS, from October 1, 1992 to June 30, 1993, whereby
24 CONTRACTOR agreed to provide the same services contained in the
25 Agreement.
26 5. CONTRACTOR has requested and USW has agreed that the
27 CITY assign the rights and interests of USW in the Agreement to
28 CONTRACTOR.
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