Resolution No. 7809c L
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RESOLUTION NO. 7809
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SOFTWARE SERVICE AGREEMENT -RENEWAL BY AND BETWEEN
THE CITY OF VERNON AND VISIONAIR
WHEREAS, on March 30, 1999, the City Council of the City of
Vernon approved Resolution No. 7301 approving a Software License
Agreement with Vision Software, Inc. for a Computer Aided Dispatch
System ("CAD"), Mobile Computer Terminal ("MCT") and Vision Records
Management System ("RMS") for the Police Department; and
_WHEREAS, VisionAir, formerly Vision Software, Inc., has
submitted a Software Service Agreement -Renewal and Renewal Quotation
for the period August 25, 2001 through August 24, 2002 for the sum of
Thirty -Seven Thousand Six Hundred Seventy -Six Dollars and Forty -Three
Cents ($37,676.43), excluding tax, for the CAD, MCT and RMS; and
WHEREAS, the City of Vernon Police Department needs annual
software support services for the CAD, MCT and RMS; and
WHEREAS, VisionAir is the only supplier who can
provide the annual software support services necessary to maintain the
CAD, MCT and RMS; and
WHEREAS, on July 24, 2001, the Finance Committee recommended
22 thattheCity Council approve the recommendation of Bruce V.
23 Malkenhorst, the Director of Finance, dated July 19, 2001, that a
24 Software Service Agreement -Renewal for the period August 25, 2001
25 through August 24, 2002 be approved with VisionAir for the CAD, MCT
26 and RMS in the Police Department; and
27 WHEREAS, the City Council of the City of Vernon has
28 determined that, pursuant to the provisions of subsection (a) of
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Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to proceed with the renewal of software support services for
the CAD, MCT and RMS with VisionAir.
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 Software Service Agreement -Renewal with VisionAir, a copy
of which is attached hereto as Exhibit "A" and made a part hereof.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
VisionAir
Attn. Tim Nichols, Vice President -Operations
P.O. Box 9000
Castle Hayne, North Carolina 98429-9000
SECTION 5: The 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 1st day of August, 2001.
EEONIS C. MALB G, Ma or
ATTEST•
BRUCE V. MALKENHORST City Clerk
2 _
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7809, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, August 1,
2001, and thereafter was duly signed by the Mayor of the City of
Vernon.
BRUCE V. MALKENHORST, City Clerk
( SEAL )
EXHIBIT
SOFTWARE SERVICE AGREEMENT- RENEWAL
City of Vernon
4305 South Santa Fe Avenue
Vernon, CA 90058
This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") is entered into by and between
City of Vernon hereinafter "CUSTOMER") and VisionAIR, a North Carolina based company with offices
located at 5601 Barbados Blvd., Post Office Box 9000, Castle Hayne, North Carolina 28429-9000.
VisionAIR shall perform maintenance services on the Licensed Software and CUSTOMER shall accept and
pay for such services, pursuant to the terms and conditions herein provided. Licensed Software shall mean the
VisionAIR software as described in the attached documents to this Agreement, and as such Licensed
Software may hereafter be supplemented and/or updated with improvements; enhancements and
modifications furnished to CUSTOMER by VisionAIR.
1. Term. The First Renewal term which follows the end of the Initial term shall run from the end of the Initial
term through the end of CUSTOMER'S fiscal year. The dates of coverage for the First Renewal term and
the prorated Software Service Fees described in the Renewal Quote shall be shown on the renewal invoice.
Each Subsequent Renewal term, unless sooner terminated as hereinafter provided, shall run for (1) one
year according to and concurrent with CUSTOMER'S fiscal calendar. "Initial term" as used herein refers to
the (1) one year period beginning with the date the particular Module "goes Live', the cost of which is
included in the contract price. "First Renewal term" as used herein refers to the period beginning with the
end of the Initial term and running until the end of CUSTOMER'S fiscal year, the cost of which is prorated
and invoiced. "Subsequent Renewal term" as used herein refers to each (1) one year period beginning with
the end of the First Renewal term, the cost of each being invoiced annually. If more than one Module of
Licensed Software is purchased by CUSTOMER, the length of the First Renewal term may differ for each
Module.
2. Automatic Renewal. Upon expiration of each term, this Agreement shall be automatically extended on a
year-to-year basis unless thirty (30) days prior to the expiration date of any Renewal term a party hereto
gives written notice to the other party of its termination of the Agreement as of such expiration date.
3. Maintenance Service. Upon payment of the fees listed in the Renewal Quotation, VisionAIR shall use
commercially reasonable efforts to provide Maintenance Service for the term of this Agreement. The term
"Maintenance Service" as used herein means Covered Maintenance and Billable Call Maintenance as
hereinafter defined.
4. Covered Maintenance. The term "Covered Maintenance" as used herein means the periodic and on -call
remedial maintenance VisionAIR deems reasonably appropriate and necessary to keep the application
software functioning properly.
Covered Maintenance shall include:
Unlimited Telephone Support for the Licensed Software, utilizing a toll -free line provided by VisionAIR.
During each term, this telephone support will be available during the hours specified in the Renewal
Quotation for that particular term.
Initial fact-finding (Tier 1) support for 3rd party software embedded or used in conjunction with the
application software.
Correction of documented malfunctions ("bugs") in the application software.
Assistance in installing updates and new releases of the Licensed Software on the CUSTOMER's servers.
Processing CUSTOMER's request for changes to the Software. A VisionAIR Product Manager will define
the CUSTOMER's request and submit it for consideration in future releases of the Software.
Support to CUSTOMER while CUSTOMER is backing up its data.
Telephone support personnel are available to answer questions related to the Software and to provide
remedies for "bugs" or defects within the Software. When necessary, CUSTOMER will provide access to its
network in order for VisionAIR to provide remote diagnostic services and to take corrective actions.
CUSTOMER will. make available a dedicated telephone line, modem and RAS connection for use by
VisionAIR support. Additionally, CUSTOMER shall, if required by the Software License Agreement and/or
Minimum Hardware Specifications, maintain the necessary remote navigation software on their network
(NetOp at the time of this Agreement) so that VisionAIR can properly access the V sionAlR software on
CUSTOMER's network. If theproblemcan not be resolved remotely, VisionAIR will, if deemed necessary,
come to CUSTOMER's site to correct the problem and restore the Licensed Software to its normal
functioning state.
5. Billable Call Maintenance. The term "Billable Call Maintenance" as used herein means services provided
by VisionAIR that are not covered under Covered Maintenance. The rate for this service shall be $125.00
per hour during standard business hours and $200.00 during non -business hours (the "Billable Call Rate").
Standard Business Hours are 8 a.m. to 5 p.m. Eastern Time. Hours expended may not exceed 8 hours
without written authorization by CUSTOMER.
6. Exclusions from Covered Maintenance. Covered Maintenance does not include:
(a) Repair of damage not caused by VisionAIR, including without limitation, damage resulting from
accident, transportation, neglect or misuse, lightning, failure or fluctuation of electrical power, air
conditioning or humidity control, telephone equipment or communication lines failure, failure of foreign
interconnect equipment, or causes other than normal operation procedures.
(b) Service which is impractical for VisionAIR to render because of. alterations in the Licensed Software
made by persons other than VisionAIR without receiving VisionAIR's prior written approval; the connection
of equipment and/or Software by mechanical or electrical means to another machine or device; or the
physical inaccessibility of the equipment or Software;
(c) Any repair of any damage to the Licensed Software caused by software or firmware programming that is
not provided or supported by VisionAIR under section 4.
7. Enhancements & Upgrade Support.Covered Maintenance shall include standard upgrades and
enhancements that are made to the Licensed Software. VisionAIR issues corrections, upgrades and
enhancements to the software on an ongoing basis. VisionAIR will use commercially reasonable efforts to
update the Licensed Software as necessary to stay compliant with State and Federal requirements for
crime reporting and information access. All modifications to the Licensed Software and related
Documentation will be sent to the customer on standard electronic media (CD-ROM) and/or be installed as
an executable utilizing the RAS connection.
8. Charges to Customers:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are set forth in the
Renewal Quotation.
(b) Charges for Billable Call Maintenance: The hourly rate is as provided in Section 5.
(c) Charges for Travel: Upon prior written authorization, CUSTOMER shall pay for travel time and travel
expense in connection with Billable Call Maintenance. Travel time will be charged to the CUSTOMER at the
Billable Call Rate. Travel expense will be charged as incurred and includes tolls, parking and other out-of-
pocket costs plus mileage at the then current rates. There will be no additional charge to the CUSTOMER
for travel expense incurred in connection with Covered Maintenance.
(d) Charge for Software License Changes: All Covered Maintenance fees hereunder are subject to increase
or decrease upon any change in number of concurrent user licenses or software modules licensed.
9. Changes in Charges. At least 60 days prior to the expiration of any term, VisionAIR may make changes
to the Covered Maintenance fees and the Billable Call Rate, such changes to be effective at the
commencement of the immediately subsequent Renewal term, if any. CUSTOMER may terminate this
Agreement within sixty (60) days after receipt of notice of changed charges by giving VisionAIR written
notice of its intention to terminate, and this agreement will terminate as of the date of expiration of the
current Renewal term.
10. Payment. VisionAIR will invoice the CUSTOMER in advance for each term for Covered Maintenance.
Such invoices will include pro rata charges or credits for any Covered Maintenance of Licensed Software
installed or removed during the previous term and credits for Covered Maintenance charges for a particular
software module(s) that were incurred prior to the "Go Live" date of such software. VisionAIR will invoice
CUSTOMER for Billable Call Maintenance as incurred. CUSTOMER shall pay invoices for Covered
Maintenance, including any invoices outstanding for maintenance in any previous term, on or prior to the
commencement of any Renewal term.
11. Disclaimer of Warranty. VisionAIR makes no warranty of any kind, express or implied, including without
limitation, any warranty of merchantability or fitness for a particular purpose with respect to the subject
matter hereof, maintenance to be performed by VisionAIR pursuant to the terms hereof, or parts to be
supplied hereunder.
12. Limitation of Liability. CUSTOMER agrees that VisionAIR's total liability hereunder shall not exceed
the amount paid Covered Maintenance by the CUSTOMER to VislonAIR attributable to the'particular
module(s) of Licensed Software directly involved for the three (3) months immediately preceding the
occurrence giving risetothe liability. In no event will VislonAlR be liable for any incidental or consequential
damages, including without limitation, loss of use, loss of data, loss of profit, loss of monies deposited to or
removed from equipment or any affiliated components, or liability to third parties, however caused, whether',
by the negligence of VisionAIR or otherwise.
13. Hardware and Network Upgrades. CUSTOMER acknowledges that due to the dynamic nature of the
information technology industry and frequent product replacements and/or upgrades developed
independently by third party hardware and software vendors, VisionAIR has no control over the turnover of
product or obsolescence of technology of third party products. CUSTOMER also acknowledges that
VisionAIR develops its Network Hardware Specification Document based upon all of the third party product
information available to it. Therefore, with respect to third party hardware and software, CUSTOMER shall
retain the responsibility for the costs of purchase and installation of hardware and software upgrades
necessary to maintain the functionality of the Licensed Software. Additionally, the accumulation of storage
of records in CUSTOMER's database over an extended period of heavy use may require expanding the
capacity and memory of the operating system in order to maintain performance at response times
acceptable to the CUSTOMER. Subject to all of the affirmative duties and obligations of VisionAIR under
this Software Maintenance Agreement, it is the CUSTOMER's sole responsibility to maintain the operating
system to ensure adequate response times.
14. Force Maieure. Neither party shall be liable or deemed in default for any failure in performance
hereunder resulting from any cause beyond its reasonable control.
15. Termination for Non-payment. If CUSTOMER is in default due to non-payment, and after VisionAIR has
given CUSTOMER written notice and such default is not cured after 15 days then VisionAIR may terminate
this agreement at any time upon written notice to CUSTOMER.
16. Notices. Any Notice, request, instruction or other document pertaining to this Agreement shall be sent to
the appropriate party's address as set forth above, and shall be deemed to have been duly given or served
if delivered in person or deposited in the United States mail, certified mail, return receipt requested.
17. GeneraL This Agreement shall be governed by the laws of the State of h xtb California. This
Agreement constitutes the entire agreement between the parties hereto with respect to maintenance of the
Licensed Software and shall supersede all previous or contemporaneous negotiations, commitments and
writings with respect to matters set forth herein. It may be only modified by writing signed by authorized
representatives of both parties. The terms and provisions of this Agreement shall prevail over any
conflicting, additional or other terms appearing on any purchase order submitted by the CUSTOMER at any
time.
VisionAIR City of Vernon
Signature
Vice President - Operations
Title
July 27, 2001
Date
Signature
Mayor
Title
Date
ATTEST:
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM:
Eduardo Olivo, City Attorney
3
7-19-01; 1:26PM; ;9106026190 # 2/ 4
a t
%.-
[ S [ 0 N
Renewal Quotation
To: Captain Sol. Benudiz From: Donna Johnson
VIA Fax: 323-583-5236
Vernon Police Department
4305 South Santa Fe Avenue
Vernon, CA 90058
VisionRMS, VisionMobile, Vision CAD
Re: Software Maintenance: August 25, 2001 through
August 24, 2002
MTC PLAN
VPR2-0
8 x 5
RMS Base 75-150K 10 Position
VPRC-0
8 x 5
RMS Citations Module 10 Position
VPRT-0
8 x 5
RMS Traffic Accidents Module 10 Position
VBAR-0
8 x 5
Bar Coding Module 10 Position
VPTO-0
8 x 5
RMS Towing Module 10 Position
VPRF-5
8 x 5
Field Data Collection 5 Position
VIMG-2
8 x 5
RMS Imaging/Mugshots Module 1-2 Postoion
VPC2-2 24 x 7
Base CAD 75-150K 1-2 Position
VPCS-2 24 x 7
CAD Supervisor 1-2 Position
1 RT"
7-7.9-01; 1:26PM;
9106026190 � 3/ 4
Renewal Quotation
VPCMON
24 x 7
VisionCAD Monitor Station -View 10 Position
VPCM-3
24 x 7
CAD Map Interface 3 Position
VPCE-3
24 x 7
CAD E911 Interface 3 Position
VPCN-3
24 x 7
CAD NCIC Link 3 Position
VMDT-3
8 x 5
Vision Mobile Data Interface 3 Position
VMBL-1
8 x 5
Vision Message Switch 20 Position
VMBLAI
8 x 5
Client NCIC Access from LAN per 3 Position
VMBLA5
8 x 5
Mobile Access to VisionRMS 19 Posibon
VMBLA6
8 x 5
Mobile Incident Report License 19 Position
VMBLFI
8 x 5
Mobile Field Interview Report License 19 Position
VMBLA2
8 x 5
Mobile Base Package w/NCIC/Car-19 Position
7-19-01; 1:216PM; ;9106026190 # 4/ 4
Renewal Quotation
VMBLA7 8 x 5
Mobile Accident Report) License 19 Position
VMBLA3 8 x 5
In Car Mapping per user 19 Position
VINTSER 8 x 5
Software and Services Integration with CLETS
VINTSER 8 x 5
Live Scan Interface
ADD on Mobile Job#00 0179
Mobile Base Package w/NCIC/Car 2 Position 8 x 5
In Car Mapping 2 Position 8 x 5
r R Ta,
Renewal Quotation
To: Captain Sol Benudiz
From: Donna Johnson
VIA Fax: 323-583-5236
Vernon Police Department
4305 South Santa Fe Avenue
Vernon, CA 90058
VisionRMS, VisionMobile, Vision CAD
Re: Software Maintenance: August 25, 2001 through August 24, 2002
MTC PLAN
VPR2-0
8 x 5
RMS Base 75-150K 10 Position
VPRC-0
8 x 5
RMS Citations- Module 10 Position
VPRT-0
8 x 5
RMS Traffic Accidents Module 10 Position
VBAR-0
8 x 5
Bar Coding Module 10 Position
VPTO-0
8 x 5
RMS Towing Module 10 Position
VPRF-5
8 x 5
Field Data Collection 5 Position
VIMG-2
8 x 5
RMS Imaging/Mugshots Module 1-2 Position
$6,833.46
VPC2-2
:,24 x 7
Base CAD 75-150K 1-2 Position
24x7
VPCS-2
CAD Supervisor 1-2 Position
VPCMON
VisionCAD Monitor Station -View 10 Position
VPCM-3
CAD Map Interface 3 Position
VPCE-3
CAD E911 Interface 3 Position
VPCN-3
CAD NCIC Link 3 Position
VMDT-3
Vision Mobile Data Interface 3 Position
VMBL-1
Vision Message Switch 20 Position
VMBLA1
Client-NCIC Access from LAN per 3 Position
VMBLA5
Mobile Access to VisionRMS 19 Position
VMBLA6
Mobile Incident Report License 19 Position
VMBLF1
Mobile Field Interview Report License 19 Position
VMBLA2
Mobile Base Package w/NCIC/Car- 19 Position
Renewal Quotation
24x7
24x7
24x7
24x7
$12,675.96
8 x 5
8 x 5
8x5
8 x 5
8 x 5
8 x 5
8 x 5
VMBLA7
Mobile Accident Report License 19 Position
VMBLA3
In Car Mapping per user 19 Position
VINTSER
Software and Services Integration with CLETS
VINTSER
Live Scan Interface
ADD on Mobile Job#00 0179
Mobile Base Package w/NCIC/Car 2 Position
In Car Mapping 2 Position
Pro -rated December 15, 2001 through
August 24, 2002 to match renewal date
Total Software Maintenance
Tax
Grand Total + Tax
Renewal Quotation
8 x 5
8 x 5
$13,692.52
8x5
$2,100.00
8x5
$2,100.00
8x5
8x5
$396.00
$274.40
$37,676.43
$3,014.11
$40,690.64
SUPPORTING
DOCUMENTS
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro -Tern
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
VisionAir
Attn: Tim Nichols
Vice President -Operations
P.O. Box 9000
Castle Hayne, NC 98429-9000
EDUARDO OLIVO
City Attorney
FAX: (562) 927-8722
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
August 20, 2001
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 826-1425
Re: Software Support Agreement- 8/25/01 through 8/24/02
Dear Mr. Nichols:
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX:(323)826-1481
Transmitted herewith is an original copy of the Software Support
Agreement approved at the Vernon City Council meeting held August 1,
2001.
If you have any questions regarding this matter, please call Dolores
Fonseca, at 323/583-8811 ext. 234.
Very truly yours,
r a J. 0 sco
Chief Deput City Clerk
CC: Dolores Fonseca
Bruce Olson
Resolution.,
File Agreement No. 01-054
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
Mr. Shahram Vandat
DMJM+HARRIS
515 S. Flower St., 9t" Floor
Los Angeles, CA 90071-2201
January 23, 2002
EDUARDO OLIVO
City Attorney .
FAX: (562) 927-8722
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583--1983
STEVEN E. PARKER
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
U L _
VIA FEDERAL EXPRESS 1\0l
Re: Agreement For Professional Consulting Services
Dear Mr. Vandat:
O
Enclosed please find two duplicate originals of the N��
aforementioned Agreement for signature. Please return both
signed originals to the City to the attention of Judy Lehr, le
Legal Department, by Wednesday, January 30, 2002. The Agreement
can then be scheduled for consideration of the City Council at
its meeting on February 6, 2002.
Once the originals are executed by the City, one fully
executed original will be returned to you for your files.
Please refer to the enclosed `City of Vernon Signature
Requirements for City Agreements" and comply with the
requirements set forth for your company.
I thank you for your cooperation regarding this matter.
Very tr//u�,ly yours,
co
Aw
Eduardo Olivo
City Attorney
jl
Enclosures
cc: k hief Deputy City Clerk (w/o encls.)
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
Finance Committee
City of Vernon
Honorable Members:
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
July 19, 2001
EDUARDO OLIVO
City Attorney
FAX: (562) 927-8722
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583--1983
STEVEN E. PARKER
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
The Police Department is requesting to renew their existing software
agreement with Visionair which will expire August 24, 2001, for the
maintenance of the mobile computer terminals, vision records
management system, and computer aided dispatch system. The
approximate cost for the software maintenance including upgrades for
the three systems is $40,784.73. The department has budgeted funds
for this expense.
This has been reviewed by the Purchasing Section and it is hereby
recommended that the agreement with Visionair be approved and executed
for the software upgrades and maintenance.
Very truly yours,
Bruce V. Malkenhorst
Director of Finance
BVM:gjo
(0---
Memo
To: Bruce V. Malkenhorst, City Administrator
From: Dolores Fonseca, Purchasing Assist
an
Date: 06/14/01
4—�
Re: Requisition
Attached for your approval is requisition #10357. The Police Department is in need of
renewing the software maintenance for the Mobile Computer Terminals, Vision Records
Management System and Computer Aided Dispatch System. With the initial purchase of the
equipment, one year of software maintenance was included.
The approximate cost for the software maintenance including upgrades for the three systems is
$40,784.73. The department has appropriated funds for this expenditure.
Tj
�i
Y
® Page 1
SOFTWARE SERVICE AGREEMENT- RENEWAL
City of Vernon
4305 South Santa Fe Avenue
Vernon. CA 90058
This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") is entered into by and between
City of Vernon hereinafter "CUSTOMER") and VisionAIR, a North Carolina based company with offices
located at 5601 Barbados Blvd., Post Office Box 9000, Castle Hayne, North Carolina 28429-9000.
VISIonAIR shall perform maintenance services on the Licensed Software and CUSTOMER shall accept and
pay for such services, pursuant to the terms and conditions herein provided. Licensed Software shall mean the
VisionAIR software as described in the attached documents to this Agreement, and as such Licensed
Software may hereafter be supplemented and/or updated with improvements, enhancements and
modifications furnished to CUSTOMER by VisionAIR.
1. Term. The First Renewal term which follows the end of the Initial term shall run from the end of the Initial
term through the end of CUSTOMER'S fiscal year. The dates of coverage for the First Renewal term and
the prorated Software Service Fees described in the Renewal Quote shall be shown on the renewal invoice.
Each Subsequent Renewal term, unless sooner terminated as hereinafter provided, shall run for (1) one
year according to and concurrent with CUSTOMER'S fiscal calendar. "Initial term" as used herein refers to
the (1) one year period beginning with the date the particular Module "goes Live', the cost of which is
included in the contract price. "First Renewal term" as used herein refers to the period beginning with the
end of the Initial term and running until the end of CUSTOMER'S fiscal year, the cost of which is prorated
and invoiced. "Subsequent Renewal term" as used herein refers to each (1) one year period beginning with
the end of the First Renewal term, the cost of each being invoiced annually. If more than one Module of
Licensed Software is purchased by CUSTOMER, the length of the First Renewal term may differ for each
Module.
2. Automatic Renewal. Upon expiration of each term, this Agreement shall be automatically extended on a
year-to-year basis unless thirty (30) days prior to the expiration date of any Renewal term a party hereto
gives written notice to the other party of its termination of the Agreement as of such expiration date.
3. Maintenance Service. Upon payment of the fees listed in the Renewal Quotation, VisionAIR shall use
commercially reasonable efforts to provide Maintenance Service for the term of this Agreement, The term
"Maintenance Service" as used herein means Covered Maintenance and Billable Call Maintenance as
hereinafter defined.
4. Covered Maintenance. The term "Covered Maintenance" as used herein means the periodic and on -call
remedial maintenance VisionAIR deems reasonably appropriate and necessary to keep the application
software functioning properly.
Covered Maintenance shall include:
Unlimited Telephone Support for the Licensed Software, utilizing a toll -free line provided by VisionAIR.
During each term, this telephone support will be available during the hours specified in the Renewal
Quotation for that particular term.
Initial fact-finding (Tier 1) support for 3`d party software embedded or used in conjunction with the
application software.
Correction of documented malfunctions ("bugs") in the application software.
Assistance in installing updates and new releases of the Licensed Software on the CUSTOMER's servers.
Processing CUSTOMER's request for changes to the Software. A VisionAIR Product Manager will define
the CUSTOMER's request and submit it for consideration in future releases of the Software.
Support to CUSTOMER while CUSTOMER is backing up its data.
Telephone support personnel are available to answer questions related to the Software and to provide
remedies for "bugs" or defects within the Software. When necessary, CUSTOMER will provide access to its
network in order for VisionAIR to provide remote diagnostic services and to take corrective actions.
CUSTOMER will make available a dedicated telephone line, modem and RAS connection for use by
VisionAIR support. Additionally, CUSTOMER shall, if required by the Software License Agreement and/or
Minimum Hardware Specifications, maintain the necessary remote navigation software on their network
(NetOp at the time of this Agreement) so that VisionAIR can properly access the VisionAIR software on
CUSTOMER's network. If the problem can not be resolved remotely, VisionAIR will, if deemed necessary,
come to CUSTOMER's site to correct the problem and restore the Licensed Software to its normal
functioning state.
5. Billable Call Maintenance. The term "Billable Call Maintenance" as used herein means services provided
by VisionAIR that are not covered under Covered Maintenance. The rate for this service shall be $125.00
per hour during standard business hours and $200.00 during non -business hours (the "Billable Call Rate").
Standard Business Hours are 8 a.m. to 5 p.m. Eastern Time. Hours expended may not exceed 8 hours
without written authorization by CUSTOMER.
6. Exclusions from Covered Maintenance. Covered Maintenance does not include:
(a) Repair of damage not caused by VisionAIR, including without limitation, damage resulting from
accident, transportation, neglect or misuse, lightning, failure or fluctuation of electrical power, air
conditioning or humidity control, telephone equipment or communication lines failure, failure of foreign
interconnect equipment, or causes other than normal operation procedures.
(b) Service which is impractical for VisionAIR to render because of: alterations in the Licensed Software
made by persons other than VisionAIR without receiving VisionAIR's prior written approval; the connection
of equipment and/or Software by mechanical or electrical means to another machine or device; or the
physical inaccessibility of the equipment or Software;
(c) Any repair of any damage to the Licensed Software caused by software or firmware programming that is
not provided or supported by VisionAIR under section 4.
7. Enhancements & Upgrade Support.Covered Maintenance shall include standard upgrades and
enhancements that are made to the Licensed Software. VisionAIR issues corrections, upgrades and
enhancements to the software on an ongoing basis. VisionAIR will use commercially reasonable efforts to
update the Licensed Software as necessary to stay compliant with State and Federal requirements for
crime reporting and information access. All modifications to the Licensed Software and related
Documentation will be sent to the customer on standard electronic media (CD-ROM) and/or be installed as
an executable utilizing the RAS connection.
8. Charges to Customers:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are set forth in the
Renewal Quotation.
(b) Charges for Billable Call Maintenance: The hourly rate is as provided in Section 5.
(c) Charges for Travel: Upon prior written authorization, CUSTOMER shall pay for travel time and travel
expense in connection with Billable Call Maintenance. Travel time will be charged to the CUSTOMER at the
Billable Call Rate. Travel expense will be charged as incurred and includes tolls, parking and other out-of-
pocket costs plus mileage at the then current rates. There will be no additional charge to the CUSTOMER
for travel expense incurred in connection with Covered Maintenance.
(d) Charge for Software License Changes: All Covered Maintenance fees hereunder are subject to increase
or decrease upon any change in number of concurrent user licenses or software. modules licensed.
9. Changes in Charges. At least 60 days prior to the expiration of any term, VisionAIR may make changes
to the Covered Maintenance fees and the Billable Call Rate, such changes to be effective at the
commencement of the immediately subsequent Renewal term, if any. CUSTOMER may terminate this
Agreement within sixty (60) days after receipt of notice of changed charges by giving VisionAIR written
notice of its intention to terminate, and this agreement will terminate as of the date of expiration of the
current Renewal term.
10. Payment. VisionAIR will invoice the CUSTOMER in advance for each term for Covered Maintenance.
Such invoices will include pro rata charges or credits for any Covered Maintenance of Licensed Software
installed or removed during the previous term and credits for Covered Maintenance charges for a particular
software module(s) that were incurred prior to the "Go Live" date of such software. VisionAIR will invoice
CUSTOMER for Billable Call Maintenance as incurred. CUSTOMER shall pay invoices for Covered
Maintenance, including any invoices outstanding for maintenance in any previous term, on or prior to the
commencement of any Renewal term.
11. Disclaimer of Warranty. VisionAIR makes no warranty of any kind, express or implied, including without
limitation, any warranty of merchantability or fitness for a particular purpose with respect to the subject
matter hereof, maintenance to be performed by VisionAIR pursuant to the terms hereof, or parts to be
supplied hereunder.
12. Limitation of Liability. CUSTOMER agrees that VisionAIR's total liability hereunder shall not exceed
the amount paid for Covered Maintenance by the CUSTOMER to VisionAIR attributable to the particular
module(s) of Licensed Software directly involved for the three (3) months immediately preceding the
occurrence giving rise to the liability. In no event will VisionAIR be liable for any incidental or consequential
damages, including without limitation, loss of use, loss of data, loss of profit, loss of monies deposited to or
removed from equipment or any affiliated components, or liability to third parties, however caused, whether
by the negligence of VisionAIR or otherwise.
13. Hardware and Network Upgrades. CUSTOMER acknowledges that due to the dynamic nature of the
information technology industry and frequent product replacements and/or upgrades developed
independently by third party hardware and software vendors, VisionAIR has no control over the turnover of
product or obsolescence of technology of third party products. CUSTOMER also acknowledges that
VisionAIR develops its Network Hardware Specification Document based upon all of the third party product
information available to it. Therefore, with respect to third party hardware and software, CUSTOMER shall
retain the responsibility for the costs of purchase and installation of hardware and software upgrades
necessary to maintain the functionality of the Licensed Software. Additionally, the accumulation of storage
of records in CUSTOMER's database over an extended period of heavy use may require expanding the
capacity and memory of the operating system in order to maintain performance at response times
acceptable to the CUSTOMER. Subject to all of the affirmative duties and obligations of VisionAIR under
this Software Maintenance Agreement, it is the CUSTOMER's sole responsibility to maintain the operating
system to ensure adequate response times.
14. Force Maieure. Neither party shall be liable or deemed in default for any failure in performance
hereunder resulting from any cause beyond its reasonable control.
15. Termination for Non-payment. If CUSTOMER is in default due to non-payment, and after VisionAIR has
given CUSTOMER written notice and such default is not cured after 15 days then VisionAIR may terminate
this agreement at any time upon written notice to CUSTOMER.
16. Notices. Any Notice, request, instruction or other document pertaining to this Agreement shall be sent to
the appropriate party's address as set forth above, and shall be deemed to have been duly given or served
if delivered in person or deposited in the United States mail, certified mail, return receipt requested.
17. General. This Agreement shall be governed by the laws of the State of MOM California. This
Agreement constitutes the entire agreement between the parties hereto with respect to maintenance of the
Licensed Software and shall supersede all previous or contemporaneous negotiations, commitments and
writings with respect to matters set forth herein. It may be only modified by writing signed by authorized
representatives of both parties. The terms and provisions of this Agreement shall prevail over any
conflicting, additional or other terms appearing on any purchase order submitted by the CUSTOMER at any
time.
VisionAIR
Signature
Vice President - Operations
Title
July 27, 2001
Date
City of Vernon
Signature
Mayor
Title
i
ATTEST:
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM'
Eduardo Olivo, Cit rney
7-19-01; 1:26PM; ;9106026190 # 2/ 4
0 TM
Renewal Quotation
To: Captain Sol Benudiz From: Donna Johnson
VIA Fax: 323-583-5236
Vernon Police Department
4305 South Santa Fe Avenue
Vernon, CA 90058
VisionRMS, VisionMobile., Vision CAD
Re: Software Maintenance: August 25, 2001 through August 24, 2002
MTC PLAN
VPR2-0
8 x 5
RMS Base 75-150K 10 Position
VPRC-0
8 x 5
RMS Citations Module 10 Position
VPRT-0
8 x 5
RMS Traffic Accidents Module 10 Position
VBAR-0
8 x 5
Bar Coding Module 10 Position
VPTO-0
8 x 5
RMS Towing Module 10 Position
VPRF-5
8 x 5
Field Data Collection 5 Position
VIMG-2
8 x 5
RMS Imaging/Mugshots Module 1-2 Position
VPC2-2
Base CAD 75-150K 1-2 Position
VPCS-2
CAD Supervisor 1-2 Position
24x7
24x7
7-19-01; 1:26PM;
9106026190 # 3/ 4
M
VPCMON
VisionCAD Monitor Station -View 1 o Position
VPCM-3
CAD Map Interface 3 Position
VPCE-3
CAD E911 Interface 3 Position
VPCN-3
CAD NCIC Link 3 Position
VM DT-3
Vision Mobile Data Interface 3 Position
VMBLA
Vision Message Switch 20 Position
VMBLAI
Client-NCIC Access from LAN per 3 Position
VMBLA5 .
Mobile Access to VisionRMS 19 Position
VMBLA6
Mobile Incident Report License 19 Position
VMBLF1
Mobile Field Interview Report License 19 Position
VMBLA2
Mobile Base Package w/NCIC/Car- 19 Position
Renewal Quotation
24x7
24x7
24x7
24x7
8x5
8 x 5
8 x 5
8 x 5
8 x 5
7-19-01; 1:26PM;
;9106026190 # 4/ 4
Renewal Quotation
VMBLA7 8 x 5
Mobile Accident Report License 19 Position
VMBLA3 8 x 5
In Car Mapping per user 19 Position
VINTSER 8 x 5
Software and Services Integration with CLETS
VINTSER 8 x 5
Live Scan Interface
ADD on Mobile Jab#00 0179
Mobile Base Package w/NCIC/Car 2 Position 8 x 5
In Car Mapping 2 Position 8 x 5
.._ ' TM
1 0
Renewal Quotation
To: Captain Sol Benudiz
From: Donna Johnson
VIA Fax: 323-583-5236
Vernon Police Department
4305 South Santa Fe Avenue
Vernon, CA 90058
VisionRMS, VisionMobile, Vision CAD
Re: Software Maintenance: August 25, 2001 through
August 24, 2002
MTC PLAN
VPR2-0
8 x 5
RMS Base 75-150K 10 Position
VPRC-0
8 x 5
RMS Citations -Module 10 Position
VPRT-0
8 x 5
RMS Traffic Accidents Module 10 Position
VBAR-0
8 x 5
Bar Coding Module 10 Position
VPTO-0
8 x 5
RMS Towing Module 10 Position
VPRF-5
8 x 5
Field Data Collection 5 Position
VIMG-2
8 x 5
RMS Imaging/Mugshots Module 1-2 Position
$6,833,46
VPC2-2
24,x 7
Base CAD 75-150K 1-2 Position
VPCS-2
24 x 7
CAD Supervisor 1-2 Position
Renewal Quotation
VPCMON 24 x 7
VisionCAD Monitor Station -View 10 Position
VPCM-3 24 x 7
CAD Map Interface 3 Position
VPCE-3 24 x 7
CAD E911 Interface 3 Position
VPCN-3 24 x 7
CAD NCIC Link 3 Position
$12,675.96
VMDT-3
8 x 5
Vision Mobile Data Interface 3 Position
VMBL-1
8 x 5
Vision Message Switch 20 Position
VMBLA1
8 x 5
Client-NCIC Access from LAN per 3 Position
VMBLA5
8 x 5
Mobile Access to VisionRMS 19 Position
VMBLA6
8 x 5
Mobile Incident Report License 19 Position
VMBLF1 8 x 5
Mobile Field Interview Report License 19 Position
VMBLA2 8 x 5
Mobile Base Package w/NCIC/Car- 19 Position
Renewal Quotation
VMBLA7 8 x 5
Mobile Accident Report License 19 Position
VMBLA3 8 x 5
In Car Mapping per user 19 Position
$13,692.52
VINTSER 8 x 5
Software and Services Integration with CLETS
$2,100.00
VINTSER 8 x 5
Live Scan Interface
$2,100.00
ADD on Mobile Job#00 0179
Mobile Base Package w/NCIC/Car 2 Position
8 x 5
In Car Mapping 2 Position
8 x 5
$396.b0
Pro -rated December 15, 2001 through
$274.4 .
August 24, 2002 to match renewal date
Total Software Maintenance
$37,676.43
Tax
$3,014.11
Grand Total + Tax
$40,690.64