Resolution No. 83891
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RESOLUTION NO. 8389
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SOFTWARE LICENSE AGREEMENT AND SOFTWARE SERVICE
AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
VISIONAIR, INC. FOR THE FIRE DEPARTMENT
WHEREAS, on March 30, 1999, the City Council of the City of
Vernon approved Resolution No. 7301 approving a Software License
Agreement with Visionair, Inc. ("Visionair"), formerly Vision
Software, Inc., for a Computer Aided Dispatch System ("'CAD"), Mobile
Computer Terminal ("MCT") and Records Management System ("RMS") for
the Vernon Police Department; and
WHEREAS, due to the need for annual software support
services for the CAD, MCT and RMS, the City has authorized a software
service renewal through August 24, 2004; and
WHEREAS, the Vernon Fire Department has evaluated the need
to update its software and hardware systems to allow fire personnel to
access information while out in the field and more effectively handle
emergency situations; and
WHEREAS, the Vernon Fire Department has requested the
purchase, installation and maintenance of Mobile and Fire RMS
applications to provide an operating environment that is compatible
with the Vernon Police Department's system and improve incident
reporting and records management functions; and
WHEREAS, on November 25, 2003, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, the Director of
Finance, dated November 20, 2003, to proceed with the issuance of a
purchase order to VisionAir for an approximate total cost of
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$67,150.00 to secure a discount, subject to approval by the City
Attorney's office of the necessary agreement for the acquisition of
the requested software; and
WHEREAS, the City of Vernon will require a perpetual, non-
transferable, non -assignable license to use certain software for its
Fire Department; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a Software License Agreement and Software
Service Agreement 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 License Agreement and Software Service Agreement
with Visionair, Inc., 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 Agreements
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:
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Visionair, Inc.
Attn. Scott Garris, Manager of Contract Administration
5601 Barbados Blvd.
P.O. Box 9000
Castle Hayne, North Carolina 28429-9000
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 24th day of March, 2004.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
ram^ LEONIS C . MALBUG, MaycKr
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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.
8389, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
March 24, 2004, and thereafter was duly signed by the Mayor of the City.
of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
o,t
Software License Agreement
THIS AGREEMENT is made, entered into and executed in duplicate originals, either
copy of which may be considered and used as an original hereof for all purposes, as of
the Effective Date as defined herein between VISIONAIR INC. (hereinafter referred to
as "OWNER") with its principal place of business at 5601 BARBADOS BLVD., PO BOX
9000, CASTLE HAYNE, NORTH CAROLINA, 28429-9000, and CITY OF VERNON, a
municipal corporation, (herein referred to as "CLIENT") with its principal place of
business at 4305 SANTA FE AVENUE, VERNON, CA 90058.
WHEREAS, CLIENT desires to obtain from OWNER, and OWNER desires to grant
CLIENT, a perpetual, nontransferable, nonassignable license to use the Licensed
Software described herein, for its In-house Use, upon payment of the License Fee.
Payment of the License Fee is solely for the right to use the Licensed Software
pursuant to the terms and conditions on the face and attached addenda of this
Agreement and does not constitute the purchase of the Licensed Software or of any
title thereto.
WHEREAS, this Agreement includes and incorporates the following attachments:
Attachment "A": Payment Schedule
Attachment "B": Itemized Quote
Attachment "C": Statement of Work
Attachment "D": Software Service Agreement
Attachment "E": Network Hardware Specifications
WHEREAS, use of the Licensed Software is restricted to: City of Vernon, Fire
Department
CITY OF VERNON
Site Location (complete address): 4305 Santa Fe Avenue, Vernon, CA 90058, all
fire stations and all fire mobile units
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the
parties hereto agree as follows:
1. DEFINITIONS
February 25, 2004 Software License Agreement Page 1 of 12
1.1 "OWNER" or "VisionAlR" means VisionAIR Inc., a North Carolina corporation
with a principal place of business at 5601 Barbados Blvd., P.O. Box 9000, Castle
Hayne, North Carolina, 28429-9000.
1.2 "CLIENT" means the City of Vernon, a municipal corporation, with its principal
place of business at 4305 Santa Fe Avenue, Vernon, CA 90058.
1.3 "Effective. Date" is the last date of signature by a party as set forth below.
1.4 "Software" means a set of instructions consisting of symbolic languages,
processes and logic routines in machine executable form used in the operation of
computer equipment applied to the performance of specific tasks.
1.5 "Licensed Software" means the Software, including any Updates or part(s)
thereof, listed on Attachment B (Itemized Quote) and Attachment C (Statement of
Work).
1.6 "Eligible Computer System" means a designated computer with the Operating
System/Programming Language as stated on Attachment C (Statement of Work).
1.7 "Use" means copying of all or any portion of the Licensed Software from storage
units or media into a computer or using any software in the course of computer
operation.
1.8 "in-house" means used only for administrative purposes of the CLIENT, which
purposes shall include use in any CLIENT -owned, leased, or other specifically
designated CLIENT facilities.
1.9 "Trade Secret' or "Confidential Information" means any business, technical, or
other information disclosed by a party which, at the time of disclosure, (a) derives
independent economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by other persons who can obtain
economic value from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain secrecy.
1.10 "DP Professional" shall mean any individual or business which supplies others
with computer equipment, software, or professional advice regarding such. Computer
manufacturers, dealers, distributors, retail stores, original equipment manufacturers
("OEMs"), independent sales organizations ("ISOs"), system integrators, software
houses, and data processing consultants are examples of DP Professionals. -
1.11 "Documentation" means all printed or electronic documentation which OWNER
customarily provides or makes available with the Licensed Software. The parties agree
that "Documentation" includes all Updates of such documentation and specifically
includes one (1) user's manual, which details the features and functionalities of the
Licensed Software.
February 25, 2004 Software License Agreement Page 2 of 12
1.12 "Update" means (a) any published revision or correction to the Documentation;
and (b) any correction, enhancement, replacement, evolution, or new release (including
beta versions) of the Licensed Software, except for those designated as new products
for which OWNER charges separately.
1.13 "Software Services" means the services which OWNER provides to CLIENT
pursuant to the terms and conditions set forth in Attachment D (Software Service
Agreement) attached hereto.
1.14 "License Fee" means the total price of $65,150.00.
2. TITLE AND OWNERSHIP
2.1 The Licensed Software, including original and any copies thereof, in whole or in
part, whether said original and copies are made by OWNER or CLIENT or anyone else
and all copyright, patent and trade secret and other intellectual and proprietary rights
therein are and remain the property of OWNER.
2.2 CLIENT has been advised by OWNER that aspects of the Licensed Software are
OWNER trade secrets. These may include, but are not limited to, the following:
system design, modular program structure, system logic flow, file layout, video and
report formats, coding techniques, and routines, file handling and special search
techniques, video screen data entry handling and report and/or forms generation.
2.3 CLIENT agrees to include on any copies made of the Licensed Software the
same notices of OWNER's ownership interests that appear on the original.
3. SCOPE OF AUTHORIZED USE
3.1 For the License Fee, plus charges which are due and payable in accordance
with Attachment A (Payment Schedule), OWNER shall furnish CLIENT with one (1)
copy of the Licensed Software, including Documentation. OWNER shall similarly
furnish any Updates it may produce as soon as they become commercially available,
and Updates shall be furnished so long as a Software Service Agreement is in effect.
3.2 CLIENT is granted a perpetual, nontransferable, nonassignable license to use
the Licensed Software for CLIENT's In-house Use. CLIENT shall not have the right to
sublicense the Licensed Software in any manner.
3.3 CLIENT shall not assign or otherwise transfer this License or the Licensed
Software or any part thereof, by operation of law or otherwise, directly or indirectly,
including, but not limited to, transfers to any joint venture or combination arrangements
with any other person or entity.
February 25, 2004 Software License Agreement Page 3 of 12
3.4 CLIENT understands and agrees that it shall not use the Licensed Software
in any other city or at any other site location, except those designated herein, without
prior written authorization from OWNER or Licensed Software that is used by the
Client's mobile units outside its jurisdiction. This paragraph shall not prohibit the use of
the Licensed Software for the purpose of facilitating the Client's use of a Regional
Mobile Data System operated by another law enforcement, fire protection or emergency
response agency.
4. WARRANTY AND LIMITATION OF LIABILITY
4.1 CLIENT ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS OF SUCH
COMPLEXITY THAT IT MAY CONTAIN INHERENT DEFECTS, AND AGREES THAT
AS OWNER'S LIABILITY AND AS CLIENT'S SOLE REMEDY, UNLESS OTHERWISE
SPECIFIED IN THIS WARRANTY SECTION, OWNER WILL PROVIDE ALL
COMMERCIALLY REASONABLE PROGRAMMING SERVICES TO CORRECT
DOCUMENTED CODE ERRORS WHICH DIAGNOSIS INDICATES WERE CAUSED
BY A DEFECT IN AN UNALTERED VERSION OF THE DELIVERED LICENSED
SOFTWARE. THIS REMEDY APPLIES TO "CODE ERRORS" ONLY AND DOES NOT
INCLUDE ADDITIONAL FEATURES OR CUSTOMIZATION AGREED TO BY THE
PARTIES. This nontransferable warranty is valid for a period of one (1) year, beginning
on the date that the Licensed Software is first used operationally by the CLIENT.
4.2 THE WARRANTIES CONTAINED IN THIS SECTION CONSTITUTE THE ONLY
WARRANTIES MADE BY OWNER WITH RESPECT TO THIS AGREEMENT. SUCH
WARRANTIES ARE IN LIEU OF, AND CLIENT HEREBY WAIVES, ALL OTHER
WARRANTIES OR GUARANTEES OF OWNER, WHETHER EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO
THE QUALITY, ACCURACY, OR FREEDOM FROM ERROR OF OPERATION, USE,
AND FUNCTION OF THE LICENSED SOFTWARE.
4.3 OWNER agrees to indemnify and hold the CLIENT harmless from any and all
costs, losses, damages, or expenses, including reasonable attorney's fees and court
costs and the reasonable value of staff attorney's services, for personal injury, tangible
property damage and other damages suffered by the CLIENT, its employees or third
parties, not party to this Agreement, which arise out of the negligent act or omission of
OWNER including but not limited to, the negligent design, manufacture, installation, or
servicing of any part of the Licensed Software.
4.4 Except for the indemnification provisions of this Article, claims arising from either
party's breach of its confidentiality obligations, and claims for bodily injury or tangible
property damage caused by the fault of either party, OWNER's and CLIENT's liability
for damages under this Agreement, whether arising in contract, tort, or otherwise, even
if the breaching party has been advised of the possibility of such damages, shall not
February 25, 2004 Software License Agreement Page 4 of 12
exceed the amount to be paid by CLIENT to OWNER herein. IN NO EVENT SHALL
ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
4.5 For the duration of the warranty period, OWNER will maintain and support the
Licensed Software, which includes all features and functionality described in the
Documentation.
4.6 OWNER further represents and warrants that the Licensed Software shall
process dates prior to and after January 1, 2000, with no adverse impact on the
functionality of the Licensed Software or the accuracy of any reports. This date
processing shall include, without limitation, internal date formats that have century
recognition, calculations that accommodate same -century and multi -century formulae
and date values, date interface values that reflect the century, and calculations that
accommodate the occurrence of leap years. Date calculations will work correctly. All
date -related calculations will recognize that dates containing years equal to or greater
than 2000 are later than dates in the 1900s. OWNER does not represent that the
Licensed Software will be compatible with non -OWNER defined formats or interfaces or
that other third party software will contain similar year 2000 capabilities.
4.7 Upon the execution of this Agreement by all parties, OWNER shall deliver the
Licensed Software to CLIENT within 14 days, except components of the Licensed
Software identified as under development under Section VII of Attachment C
(Statement of Work). After delivery of the Licensed Software, the CLIENT, as a
properly licensed user, may begin installation and training at any time. OWNER does
provide additional installation and training services for the Licensed Software and will
install and train the Licensed Software at CLIENT's request for the additional agreed
upon fees listed in Attachment B (Itemized Quote).
4.8 CLIENT acknowledges that due to the dynamic nature of the information
technology industry and frequent product replacements and/or upgrades developed
independently by third party vendors, OWNER has no control over the turnover of
product or obsolescence of technology of third party product. CLIENT also
acknowledges that OWNER develops its Network Hardware Specifications based upon
all of the third party product information available to it. Therefore, with respect to third
party hardware and software, CLIENT shall retain the responsibility for the costs of
purchase and installation of upgrades necessary to maintain the functionality of the
Licensed Software. Additionally, the accumulation of storage of records in CLIENT'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 CLIENT. Subject to all of the affirmative duties and obligations
of OWNER under Attachment D (Software Service Agreement), it is the CLIENT's sole
responsibility to maintain the operating system to ensure adequate response times.
February 25, 2004 Software License Agreement Page 5 of 12
4.9 OWNER represents and warrants that it has the authority to enter into this
Agreement and has obtained all rights and waivers necessary to grant the rights
granted hereunder. OWNER represents and warrants that the exercise of the rights
granted in this Agreement does not infringe any third -party patent, copyright, trademark,
trade secret, or other intellectual property right.
4.10 OWNER shall defend and indemnify CLIENT against any and all claims brought
against CLIENT, and shall hold CLIENT harmless from all corresponding damages,
liabilities, settlements, costs and expenses (including attorney's fees), arising out of any
claim that the exercise of any of the rights granted in this Agreement infringes any third -
party patent, copyright, trademark, trade secret, or other intellectual property right.
CLIENT shall give OWNER prompt notice of, and authority to defend or settle, any such
claim and shall give, at OWNER's expense, reasonable information and assistance.
4.11 When notified of an action or motion that seeks to restrict the exercise of any of
the rights granted herein, OWNER may, (and in the case of a judgment, order, or
injunction that restricts the exercise of any of the rights granted herein, shall), at its
option and expense, (a) obtain the right for CLIENT to exercise its rights in accordance
with this Agreement, (b) substitute other non -infringing software with equivalent
functional capabilities, or, (c) modify the Licensed Software, while retaining equivalent
functional capabilities, so that it no longer infringes.
4.12 OWNER shall have no liability to CLIENT under this Section in the event
infringement of any third -party patent, copyright, trademark, trade secret or other
intellectual property right arises solely from (a) components of a CLIENT product or
system not derived from Licensed Software, (b) compliance with CLIENT's specific
designs, specifications, or written instructions, (c) modification by CLIENT of Licensed
Software, or (d) the combination of Licensed Software with equipment or software not
authorized or provided by OWNER or otherwise approved by OWNER other than
Licensed Software designed by OWNER to work with certain commercial hardware or
other commercially available software.
4.13 If OWNER is unable, within 1 year, to repair or replace any product or service
listed on Attachment "B" to a condition as warranted, the CLIENT shall be entitled to a
refund of the purchase price upon return of the Licensed Software to OWNER.
4.14 OWNER warrants that the maintenance and support service hereunder shall
permit the CLIENT to be provided with a complete and usable system for its Fire
Department.
5. CONFIDENTIALITY/NONDISCLOSURE
5.1 Any Confidential Information received by a party shall be retained in confidence
and shall be used, disclosed, and copied solely for the purposes of, and in accordance
with, this Agreement. The receiving party shall use the same degree of care as it uses
February 25, 2004 Software License Agreement Page 6 of 12
to protect its own confidential information of a similar nature, but no less than
reasonable care, to prevent the unauthorized use, disclosure, or publication of the
Confidential Information.
5.2 CLIENT shall take all reasonable steps to keep the Licensed Software under
adequate security to ensure that no unauthorized access, copies, or use is made
thereof, and CLIENT agrees to notify OWNER immediately of the existence of
circumstances surrounding any unauthorized knowledge, possession, or use of the
Licensed Software.
5.3 OWNER shall take all reasonable steps to keep CLIENT records. (including
records referenced by statutory laws relating to privacy and confidentiality that currently
exist or may hereafter be amended or changed) under adequate security to ensure that
no unauthorized access, copies, or use is made thereof, and OWNER agrees to notify
CLIENT immediately of the existence of circumstances surrounding any unauthorized
knowledge, possession, or use of CLIENT Records.
5.4 No party shall be bound by obligations restricting disclosure and use set forth in
this Agreement with respect to Confidential Information, or any part thereof, which (a)
was known by the receiving party prior to disclosure; (b) was lawfully in the public
domain prior to its disclosure, or becomes publicly available other than through a
breach of this Agreement; (c) was disclosed to the receiving party by a third party
provided such third party, or any other party from whom such third party receives such
information, is not in breach of any confidentiality obligation in respect of such
information; (d) is independently developed by the receiving party; or (e) is disclosed
when such disclosure is compelled pursuant to legal, judicial, or administrative
proceedings, or otherwise required by law, subject to the receiving party using
reasonable efforts to provide prior notice to the disclosing party to allow it to seek
protective or other court orders. OWNER expressly acknowledges that CLIENT's
status as a municipality does not, in and of itself, automatically inject or render any
information it possesses or has accumulated into or a part of the public domain.
5.5 In the event that OWNER should terminate this contract of service and fails
and/or refuses to offer support and maintenance service for the software mentioned
herein to the CLIENT while OWNER offers such service to other units of government,
or OWNER shall fail and/or refuse to offer support and maintenance service for the
software herein to the CITY whether for reasons of bankruptcy, receivership,
termination of business or for any other reason not herein mentioned, the CLIENT shall
be entitled to receive the source code system documentation.
5.6 Access to CLIENT Confidential Information. The CLIENT may provide OWNER
with, or allow OWNER access to, certain information not available to the public
concerning the CLIENT, or businesses located in the City of Vernon. The information
may include sensitive fire information, company information or such other information.
All such information shall be stamped by CLIENT as "Confidential Information" and may
not be used to circumvent the responsibility of either party to this Agreement.
February 25, 2004 Software License Agreement Page 7 of 12
5.7 No Disclosure of CLIENT Information. Except as expressly permitted, OWNER
shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether
orally or by any other means, any part of such Confidential Information to any other
person or entity, whether corporate, governmental, or individual, without the express
prior written consent of an authorized representative of the CLIENT. OWNER shall
return any written Confidential Information, and all copies made of such items, to the
CLIENT upon the CLIENT's written request, but in any event not later than the date that
OWNER has performed all services to be performed pursuant to this Agreement.
OWNER hereby agrees that such Confidential Information and any documents provided
may be used by OWNER only as authorized by the CLIENT. OWNER shall take
reasonable measures to avoid any disclosure of any such Confidential Information to
any unauthorized person.
5.8 Court Ordered Disclosure of CLIENT Information. OWNER shall immediately
notify the CLIENT of any court order or subpoena requiring disclosure of Confidential
Information, and shall cooperate with CLIENT's legal counsel in responding to any such
order or subpoena. OWNER may only disclose Confidential Information required to be
disclosed pursuant to court order or subpoena after legal counsel has exhausted any
lawful and timely appeal or challenge.
5.9 In addition to any other remedies that it may have at law or in equity, the CLIENT
shall be entitled to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of the Confidential Information
provisions of this Agreement. OWNER acknowledges that in case of such breach or
threatened breach of said provisions, the CLIENT would have no adequate remedy at
law.
6. TERMINATION
6.1 In the event of a material breach or default by the CLIENT or OWNER in the
performance of this Agreement, the aggrieved party shall give written notice to the other
party specifying the nature and extent of the breach. The party in breach or default shall
have thirty (30) days thereafter to cure any such curable breach or default. If such
breach or default is not cured within said thirty (30) day period, the termination of this
Agreement shall become effective on the forty fifth (45) day following said written
notice.
6.2 The provisions of Sections 1 (Definitions), 4 (Warranty and Limitation of -Liability),
5 (Confidentiality / Nondisclosure), 6 (Termination), 7 (Taxes), 9.1, 9.2, 9.4, 9.6, 9.7,
9.8, and 9.10 shall survive any termination.
6.3 In the event that this Agreement is terminated, each party shall forthwith return to
the other party all papers, materials, and other properties of the other party then in its
possession.
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7. TAXES
7.1 CLIENT shall pay any and all taxes arising from or based upon the License Fee,
this Agreement or CLIENT's future use of the Licensed Software, other than income
taxes properly owed by OWNER.
7.2 CLIENT shall not deduct from payments to OWNER any amounts paid or
payable to third parties, customs, duties, or taxes, however designated.
8. ACCEPTANCE TESTING
8.1 OWNER agrees that the Licensed Software and any equipment OWNER
provides pursuant to this Agreement shall meet the standard of performance specified
in OWNER's documentation before such items are accepted by the CLIENT.
OWNER's documentation are hereby incorporated by this reference as though set forth
at length herein.
8.2 An "acceptance performance period" shall begin on the date on which OWNER
installs the Licensed Software and any equipment it provides pursuant to this
Agreement, and end when such items have operated in conformance with OWNER's
documentation, under OWNER's standard test procedures for a period of thirty (30)
consecutive calendar days. If any such Licensed Software or equipment fails to
operate in conformance with OWNER's documentation during the acceptance
performance period, OWNER shall take whatever steps are necessary in order to
address such operation problems. Thereafter, the acceptance performance period for
the problem Licensed Software and/or equipment, shall begin anew.
9. GENERAL
9.1 This Agreement, together with all appendices or other attachments referenced
herein, contains the entire agreement and understanding by and between the CLIENT
and OWNER with respect to this project. The parties hereto acknowledge that each has
read this Agreement, understands it, and agrees to be bound by its terms. No
representations, promises, agreements, or understandings, whether written or oral,
relating to this agreement and not contained or referenced herein, shall be of any force
or effect. The parties further agree that this Agreement shall not be modified, except by
a written agreement signed on behalf of both parties by their respective duly authorized
representatives.
9.2 If either party is required to engage in any proceedings, legal or otherwise to
enforce its rights under this Agreement, the prevailing party shall be entitled to recover
from the other, in addition to any other sums due, the reasonable attorneys fees, costs
and necessary disbursements involved in said proceedings.
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9.3 OWNER is hereby authorized to make reasonable inquiries, with CLIENT's
cooperation, concerning CLIENT's compliance with this Agreement.
9.4 If CLIENT breaches any of its obligations with respect to limited use or
confidentiality of the Licensed Software, OWNER shall be entitled to equitable relief to
protect its interest thereto, including, but not limited to, injunctive relief.
9.5 OWNER shall not be liable for delays in any of its performance hereunder due to
causes beyond its reasonable control including, but not limited to, acts of God or labor
disturbances.
9.6 If any term(s), provisions(s), or condition(s) of this Agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and in no way be affected, impaired, or
invalidated.
9.7 This Agreement shall be governed by the laws of the State of California. All
claims concerning the validity, interpretation, or performance of any of its terms and
provisions, or any of the rights or obligations of the parties hereto, shall be instituted
and prosecuted in Los Angeles, California.
9.8 This Agreement may be executed in multiple copies, with each executed copy
constituting an original, but collectively constituting but a single document.
9.9 If this Agreement is not fully executed by CLIENT within ninety (90) days of
dispatch by OWNER to CLIENT, the offer contained herein shall terminate and any
subsequent signing of this Agreement shall have no binding effect.
9.10 The contract documents consist of this Agreement and its Attachments. In the
event of a conflict between the contract documents, the order of precedence shall be
the provisions of the main body of this Agreement and then the Attachments in the
following order: Statement of Work, Software Service Agreement, Itemized Quote,
Payment Schedule, and then the Network Hardware Specifications.
9.11 To the extent OWNER will perform ongoing services under this Agreement,
OWNER will remain throughout the term of the Agreement as an independent
contractor. OWNER agrees that its principals and employees are not and will not
become employees of the CLIENT while this Agreement is in effect. The CLIENT shall
have the right to control OWNER only in so far as the results of the OWNER's services
rendered pursuant to this Agreement; however, the CLIENT shall not have the right to
control the means by which OWNER accomplishes services rendered pursuant to the
Agreement except to the extent that such services involve the use of CLIENT property
or Confidential Information.
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9.12 OWNER agrees that its principals and employees are not entitled to the rights
and benefits afforded to the CLIENT's employees, are not and will not become
employees of the CITY while this Agreement is in effect. OWNER agrees that its
principals and employees are not entitled to the rights and benefits afforded to the
CITY's employees, including disability and unemployment insurance, workers'
compensation, medical insurance or any other employment benefit. OWNER is
responsible for providing, at its own expense, all legally required disability,
unemployment and other insurance, workers' compensation, training, permits, and
licenses for itself and for its principals, employees and subcontractors.
9.13 OWNER Not Agent. Except as the CLIENT may specify in writing, the OWNER
shall have no authority, express or implied, to act on behalf of the CLIENT in any
capacity whatsoever as an agent. OWNER shall have no authority, expressed or
implied, pursuant to this Agreement to bind the CLIENT to any obligation whatsoever.
9.14 Any notices required to be given under this Agreement by either party to the
other may be effected by personal delivery in writing or by mail, registered or certified,
postage prepaid with return receipt requested. Mailed notices must be addressed to
the parties at the addresses listed in this paragraph, but each party may change the
address by giving notice in accordance with this paragraph. Notices delivered
personally will be deemed communicated as of actual receipt; mailed notices will be
deemed communicated as of the day of receipt or the fifth day after such notice is
mailed by first class mail or, the second day after such notice is mailed by overnight
mail. Notices transmitted by either party to this Agreement to the other party shall be
addressed as follows:
OWNER: Visionair Inc.
Attn: Chief Executive Officer
5601 Barbados Blvd.
P.O. Box 9000
Castle Hayne, North Carolina 28429-9000
CLIENT: City of Vernon
Attn: City Administrator
4305 South Santa Fe Avenue
Vernon, California 90058
9.15 Assignment Prohibited. No party to this Agreement may assign any right or
obligation pursuant to this Agreement except with the express written consent of the
other party. Any other attempted or purported assignment of any right or obligation
pursuant to this Agreement shall be void and of no effect.
9.16 OWNER agrees that if the CLIENT is required to file any lawsuit or administrative
proceedings, or any other proceedings regarding any claim concerning the validity,
interpretation or performance of any of the terms and provisions of the Agreement, or
any of the rights or obligations of the parties hereto, the CLIENT may effect any
February 25, 2004 Software License Agreement Page 11 of 12
necessary service of process by personal delivery to any officer of OWNER, or by mail,
registered or certified, postage prepaid with return receipt requested, to the address
and individual identified in Section 9.14.
9.17 This Agreement shall bind and benefit the parties hereto and their heirs,
successors, and permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year last signed below.
VISIONAIR, INC.
Signature:I 1P
c
Name: N1-ry tocc.��c-s �Jv��H
Title: V l' Ous-NLrss -Re-Ve'W PM(?'JT
Dater
February 25, 2004
CITY OF VERNON
Signature:
Name:
Title:
Date:
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVC'77-cz-
ERICORM:
T. FRESCH, City Attorney
Software License Agreement
401
Page 12 of 12
w
VisionAIR, Inc.
Vernon Fire Department
Attachment: "A" Payment Schedule
The total cost of this Agreement is $65,150.00, not including any applicable
taxes. Amounts listed below will be paid at the times/dates and under the terms
and conditions listed below.
Payment
Date Due
Amount
1. Software License Fees — First Delivery of Licensed Software $22,770.00
Installment
2. Third Party Software Invoiced as Delivered
3. Software Installation, Network Invoiced as Delivered
Configuration, and Training
4. Project Management, Invoiced the Date Customer
Software Maintenance first uses each major module
Annual Fees, and Balance of of the Licensed Software
Software License Fees Operationally ("Goes Live")
VisionAIR, INC.
Signature: _
Name: +N4f-ry 1foL-#Axs, u-A-i,y
Title: Vp 6Vs,Ne-Ss Deye-v,olffeAl9
Date: c'
a
Attest:
CITY OF VERNON, CA
Signature:
Name:
$22,000.00
$20,200.00
Leonis C. Malburg
Title: Mayor
Date: 3/24/04
BRUCE V. MAKENHORST, City Clerk
APPROVED
AS
TO
FORM:
ERIC .
FR
SCH,
City Attorney
40
March 10, 2004 Page 1 of 1
City of Vernon Fire Department
Cost Proposal, October 21, 2003
Attachment "B": Itemized Quote I S 1 0�N-,,1 R'
Mobile/LAN Server Switch for VMSG-0 10 $15,000.00 $7,500.00
Access from Mobile and LAN
Fire Mobile Base Package VFMBLA2
10
$8,000.00
$5,500.00
Fire Mobile Reporting VFMBLA6
10
$4,000.00
$2,000.00
Fire Mobile In Car Mapping VFMBLA4
10
$3,300.00
Inc.
VisionCAD Interface to Fire Mobile VFMBLCAD
10
$2,200.00
Inc.
Sub Total:
$32, 500.00
$1 S, 000.00
Web Based Query Tool Inc.
Client responsible for maintenance years 2 and more
Fire Repog VFIR-5
rtin5 $10,300.00
Sub Total: $10,300.00
Mobile Software
Mom.
Mobile TMBLSA2 4 $4,800.00
Fire Traininp- 6 $7,200.00
Sub Total: $12, 000.00
NetOP (For 1ZMS Server) 1 $180.00
Sub Total: $180.00
Total: $82,650.00
Promotional Discount: $17,500.00
Grand Total: $65,150.00
*Promotional pricing is good until April 3, 2004
I S 1 O�1 Ro
"The Future of Public Safety Software"
ATTACHMENT C - STATEMENT OF WORK
This Statement of Work (SOW) defines the tasks to be accomplished by VisionAir (VA) under the terms and
conditions of the contract between VA and Vernon Fire Department (VFD) The SOW also defines responsibilities
for VFD and VA.
This SOW is made up of the following Sections:
1. Key Assumptions
2. VA Responsibilities
3. VFD Responsibilities
4. Project Change Control Procedure
5. Guidelines for Deliverable Materials
6. Approval Plan
Requested changes to this Statement of Work will be processed in accordance with the procedures described in
Section 6. The investigation and implementation of changes may result in changes in the estimated schedule,
charges, or other terms of this SOW.
Vernon Fire Department 3/10/2004
Page 1
1. KEY ASSUMPTIONS
The following key assumptions are included in this SOW:
1. VA provides software applications that are developed in house. These applications are sold as is and are
considered to be "commercial off the shelf" software packages. They will be provided as is unless otherwise
indicated in this SOW. It is the sole responsibility of the client to review and understand the features and
functionality of the software and agrees to take acceptance of purchased software "as is" unless otherwise
indicated in this SOW.
2. VFD is responsible for providing all the required hardware (servers, client workstations) and ensuring that the
hardware meets or exceeds VA's minimum specifications. VFD is also responsible for providing and loading
base software (operating system, SQL etc)
3. VA understands that VFD already has a LAN in place and the VA application servers and clients will be
nodes on that domain.
4. VA understands that VFD will provide a wireless network running AT&T's EDGE
5. VFD is responsible for providing modems, GPS devices and antennas that meet or exceed VA's minimum
specifications. VD is also responsible for in -vehicle installation of the MDCs and related hardware.
6. There will be no other software loaded on RMS clients other than the VA software and mandatory office
applications (word processing, spreadsheets and database management).
7. VA will provide support for VA application software under the terms of the maintenance contract.
8. VFD is responsible for systems and LAN maintenance activities such as backups, operating system updates
firewall installation, etc.
Additional interfaces will require a separate Quote, Purchase Order and SOW.
Vernon Fire Department 3/10/2004
Page 2
2. VA RESPONSIBILITIES
2.1 Task: Project Management
Task Description: The objective of this task is to manage VA 's responsibilities included in the SOW. The VA
Project Manager also provides a framework for project communications, reporting, procedures and SOW
activities.
VA shall:
Designate a Project Manager who will direct VA efforts and serve as the primary point of contact for the VFD.
The responsibilities of the VA Project Manager include:
• Coordinate the efforts of VA staff and coordinate these activities with the VFD's project team
members.
• Develop a detailed project plan defining the detailed tasks and a schedule of VA responsibilities.
• Review and administer change control procedures through the VFD Project Director.
• Attend status meetings and /or provide reports to the VFD Project Director on a monthly basis, or as
may be otherwise reasonably required to discuss project status.
Completion Criteria: This task is considered complete when the project is complete.
2.2 Task: Ship Base Software
Task Description: Within five (5) days of the contract signing, VA will send a base Software Package. This
package will include:
a. FireRMS release 3.2
b. FireMobile 3.3 or higher
c. VisionlNFORM 3.1
d. Supporting Product Documentation
VA will dial in and increase the number of licenses on the Vernon PD message switch by 10
Completion Criteria: This task is complete when the VA software is received by VFD and VFD signs off on the
Work Completion Form
2.3 Task: Project Initiation Session
Task Description: The project will be initiated within ten (10) business days following execution of the contract
(or on a date agreed to by both parties) with a Project Initiation Session of key VFD and VA project personnel.
The objectives of this first meeting are to:
• Review roles of key participants;
• Review overall project scope and objectives;
• Identify overall project constraints and priorities;
• Review overall project schedule;
• Review resource and scheduling requirements.
Vernon Fire Department 3/10/2004
Page 3
Completion Criteria: This task is complete when the above noted hardware is installed on VFD's premises in
accordance with manufacturer specifications
2.4 Task: Load and configure Mobile Message Switch, FireRMS, FireMobile, Visionlnform
VA shall:
a. Install and configure the baseline VA software on the server and clients
b. Test the initial operation of the software
Completion Criteria: This task is considered complete when the above noted software is installed and
operational according to the functional specifications outlined in the user documentation
2.5 Task: System Admin Training for FireRMS, Visionlnform
Task Description: The VA project team will be responsible for building a set of test/training files and for
defining all production data files. The VA project team will then train and assist Agency staff in the entry of
agency -specific information such as code tables, unit identification, reporting area definition, etc.
VA shall:
a. Build a set of test/training files and define all production data files.
b. Review data forms provided to the Agency to complete for any data that VA will be entering.
C. Provide standard training sessions for Agency personnel on the entry of agency -specific data.
2.6 Task: End User Training for FireRMS, Visionlnform
Task Description: A training program will be developed and scheduled exclusively for the VFD and then
conducted to train identified VFD personnel on the use of VA software
VA shall:
a. Provide a Training Plan for training on all licensed software installed.
b. Provide training for all licensed software installed on a mutually agreed to schedule.
2.7 Task: FireRMS & Inform Live
Task Description: Once system testing is complete and acceptance is achieved, VA will certify that the system
is ready for operational use and assist the VFD in going "LIVE".
2.8 Task: System Admin Training for FireMobile
Task Description: The VA project team will be responsible for building a set of test/training files and for
defining all production data files. The VA project team will then train and assist Agency staff in the entry of
agency -specific information such as code tables, unit identification, reporting area definition, etc.
VA shall:
a. Build a set of test/training files and define all production data files.
b. Review data forms provided to the Agency to complete for any data that VA will be entering.
c. Provide standard training sessions for Agency personnel on the entry of agency -specific data.
2.9 Task: End User Training for FireMobile
Vernon Fire Department 3/10/2004
Page 4
Task Description: A training program will be developed and scheduled exclusively for the VFD and then
conducted to train identified VFD personnel on the use of FireMobile.
VA shall:
a. Provide a Training Plan for training on all licensed software installed.
b. Provide training for all licensed software installed on a mutually agreed to schedule.
2.10 Task: FireMobile Live
Task Description: Once system testing is complete and acceptance is achieved, VA will certify that the system
is ready for operational use and assist the VFD in going "LIVE".
Vernon Fire Department 3/10/2004
Page 5
3. VFD RESPONSIBILITIES
The successful completion of the proposed effort depends on the commitment and participation of VFD
management and personnel. The responsibilities listed in this section are in addition to those Client
Responsibilities specified in the Agreement and are to be fulfilled in a timely manner and at no charge to VA.
3.1 Assign a VFD Project Director
The VFD will designate a Project Director, to whom all VA communications will be addressed. The
responsibilities of the VFD Project Director include:
1. Serve as the interface between the VA Project Team and all VFD departments participating in the
project. When the VA Project Manager has a request relating to the project that will need additional
approvals or actions from another participating department, the VA Project Manager will forward the
request to the VFD Project Director. It will then be the responsibility of the VFD Project Director to take
the request forward to the appropriate party for resolution of the item.
2. With the VA Project Manager, administer Project Change Control in accordance with the Project Change
Control Procedures detailed in Section 4 of this Statement of Work. If a Project Change Request is
issued, the VA Project Manager will give the Project Change Request to the VFD Project Director. It will
then be the responsibility of the VFD Project Director to bring the Change Request forward to the
appropriate level within the VFD for approval or rejection of the Change Request.
3. Attend and participate in project status meetings.
4. Obtain and provide information, data, decisions and approvals, within ten (10) working days of VA"s
requests unless the VFD and VA agree to an extended response time.
5. Resolve deviations from project plans'that may be caused by the VFD.
6. Facilitate providing administrative support to VA while VA is working at the VFD including but not limited
to photocopying, overnight mailing of project materials, distribution of project documentation within the
VFD and general office support.
7. Help resolve and escalate project issues within the VFD agencies as necessary. This includes bringing
issues forward to VFD management.
3.2 Client Site Prep Responsibilities As Outlined in the Client Site Readiness Form
3.3 Provide Work Facility
The VFD will provide suitable office space, supplies, furniture and other facilities with telephone access for the
project team while working on the project. It is requested that the project team will be located in a contiguous
area and all necessary security badges and clearance will be provided for access to this area. A lockable four or
five drawer file cabinet will be provided to VA personnel in accordance with the VFD security procedures.
3.4 Training
A VA Software Training Specialist will train during standard office hours (8:00 am to 5:00 pm) unless specified
otherwise in this Statement of Work, not to exceed 8 hours per day. Any training that is other specified outside
the standard 8:00 am to 5:00 pm working hours will be billed at a rate of time and a half per day. In the event
that weekend days are utilized for training, each day used will be counted as two days. VA requires at least a 3-
Vernon Fire Department 3/10/2004
Page 6
week notice for all rescheduling requests and cancellations. If a cancellation occurs within 3-weeks of the
scheduled training, the VFD will be required to pay for airfare and used/unused travel expenses incurred.
The VFD shall:
a. Assign one training coordinator, designated at project initiation, who will work with VA's team to assist with
the delivery of required training.
b. Designate and assign personnel to receive training in groups not to exceed the maximum class size of
fifteen (15).
C. Develop and enter all agency -specific input data that is to be entered manually.
d. The VFD will provide the necessary classrooms, facilities, materials, copies of documentation, networks and
lines to data terminals, personal computers and PC operating system software, and related equipment to
support training classes. This includes one full -function workstation per student, one full -function
workstation for the instructor, an LCD, a projection screen, a whiteboard and connectivity to the server.
e. Provide sufficient copies of the documentation supplied by VA to support all students in the training classes.
f. Ensure that appropriate training personnel are available to actively participate in the scheduled training
programs.
3.5 System Implementation
The VFD shall schedule and provide the necessary resources as described herein, to include personnel,
equipment and facilities, in a timely manner in order to ensure that the project schedule is adhered to. VFD shall
place the software into production and begin operational use in consultation with VA and in accordance with the
project schedule.
Vernon Fire Department 3/10/2004
Page 7
4. Project Change Control Procedure
The following is the detailed process to be followed for changes to this SOW. Either party may request changes
to the SOW at any time. Since a change could affect the price, schedule, or other terms of the Agreement for
this SOW, both the VA Project Manager and the VFD Project Director must approve each change prior to
amending the SOW and implementing the change.
This procedure will be used by the VFD and VA to control changes to this SOW and changes to any previously
approved deliverables:
A Project Change Request (PCR) will be the vehicle for communicating change. All PCRs will be submitted
in writing by the originator. The PCR must describe the change, the rationale for the change, and the effect
the change will have on the project.
The VFD Project Director/VA Project Manager, as appropriate, will review the proposed change. It is then
accepted or rejected for submission to the other party. If rejected, the PCR is returned to the originator,
along with the reason for the rejection. As part of its initial review of a PCR, VA will estimate the number of
hours required to investigate the PCR.
The VFD Project Director and VA Project Manager will review the proposed change and approve it for
investigation or reject it. Approval of a PCR for investigation by both parties constitutes authorization by the
VFD for VA to investigate the PCR and approval for the investigation charges. The investigation will
determine the effect that the implementation of the PCR will have on price, schedule and/or other terms and
conditions of the Agreements
The PCR will then be approved or disapproved for implementation. A written Change Order must be signed
by both parties to authorize implementation of the approved PCR.
Vernon Fire Department 3/10/2004
Page 8
5. Guidelines For Deliverable Materials
This section contains descriptions of the deliverable materials. A copy of each will be furnished to the VFD as
part of the effort defined in this Statement of Work, unless other quantities are specified in this Statement of
Work.
5.1 Monthly Status Reports
Purpose: VA will provide Monthly Status Reports advising the VFD Project Director of the progress and status of
VA activities. Significant accomplishments, milestones, and problems will be identified.
Content: The Report will consist of the following:
1. Project Status
2. Accomplishments during the Reporting Period
3. Deliverable Status
4. Schedule Status
5. Action Item Status
6. Issues
7. Contract Change Authorizations
Media: Reports to be delivered in Microsoft Word format.
5.2 Project Schedule
Purpose: VA will provide an updated Project Schedule with its Monthly Status Reports advising the VFD Project
Director of the progress and status of VA activities.
Content: The Project Schedule will consist of the following:
1. Major Tasks
2. Task Responsibility
3. Task Duration
4. Major Milestones
5. Tasks Completed
6. Tasks in Progress
Media: The Project Schedule will be delivered in Microsoft Project format.
Media: One copy will be delivered to the VFD in Microsoft Word format.
5.3 FireRMS, FireMobile Documentation
Purpose: VA will provide user manuals and Installation Guides for the VA systems installed.
Content: The materials include the following sections:
❑ Table of Contents
❑ Product Overview
❑ Basics and Essentials
❑ Subsystem Functions
❑ Index
Media: One copy each will be delivered to the VFD in hardcopy and softcopy format. The softcopy will be in
Adobe Acrobat PDF format.
Vernon Fire Department 3/10/2004
Page 9
6. Approval Plan
6.1 Purpose
The purpose of the Approval Plan is to document the approval process and the appropriate approval level(s) for
documents requiring approval. Those documents that require approvals/concurrence will state, in the document,
that written approval/concurrence is required.
6.2 Distribution and Approval Time Cycle
The VFD Project Director is responsible for notifying the VA Project Manager in writing of acceptance or rejection
of each document within ten (10) business days of receipt. If written response is not received within ten (10)
business days, the VFD's acceptance is automatically assumed. Approved documents are returned to the VA
Project Manager. For paper documents, the VA Project Manager will retain the original copy and will provide an
unbound copy suitable for reproduction. For source code, the VA Project Manager will retain a machine-
readable copy of the code and provide the VFD with the same.
Should the VFD find any document unacceptable, specific reasons must be provided in writing to the VA Project
Manager. Corrective measures can then be assessed and revisions or modifications may be made to provide
acceptable documents within a mutually satisfactory time frame.
Status Reports are not subject to approval.
Vernon Fire Department 3/10/2004
Page 10
ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT
City of Vernon
4305 Santa Fe Avenue
Vernon. CA 90058
Effective Date: Beginning the day on which CLIENT first uses each major module of the
Licensed Software operationally ("Goes Live").
This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") (incorporated in to the Software License
Agreement of , 2004 as Attachment D) is entered into by and between the City of Vernon, a municipal
corporation, (hereinafter "CLIENT") and VISIONAIR INC., a North Carolina based company with offices located at
5601 Barbados Blvd., Post Office Box 9000, Castle Hayne, North Carolina 28429-9000 (hereinafter "VISIONAIR" ).
VISIONAIR shall perform maintenance services on the Licensed Software and CLIENT 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 Quotation (Attachment B to the Software License Agreement), as such may hereafter be
supplemented and as such Licensed Software may hereafter be updated with improvements, enhancements and
modifications furnished to CLIENT by VISIONAIR.
1. Term. This agreement shall become effective on the date shown above (hereinafter "Effective Date"), and,
unless sooner terminated as hereinafter provided, shall remain in full force and effect for an initial term of (1) one
year from such date (hereinafter "Initial Term").
2. Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall be automatically extended on a
year-to-year basis (herein after "Renewal term") unless sixty (60) days prior to the expiration date of the Initial
Term, or 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 Quotation incorporated in to the Software License
Agreement as Attachment B (hereinafter "Quotation"), VISIONAIR shall utilize Virtual Private Network and/or
dedicated telephone dialup to provide Maintenance Service for the term of this Agreement. VISIONAIR will only
support the use of Microsoft and Cisco Virtual Private Network protocols and NetOp remote Control software for
dedicated phone dialup. 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:
(a) Unlimited Telephone Support for the Licensed Software, utilizing an 800 line provided by VISIONAIR. During
the Initial Term, this telephone support will be available during the hours specified in the Quote.
(b) Initial fact-finding (Tier 1) support for 3`d party software embedded or used in conjunction with the application
software.
(c) Correction of documented malfunctions ("bugs") in the application software.
(d) Assistance in installing updates and new releases of the Licensed Software on the CLIENT's servers.
(e) Processing CLIENT's request for changes to the Software. A VISIONAIR Product Manager will define the
CLIENT's request and submit it for consideration in future releases of the Software.
(f) Support to Client while Client is backing up its data.
Client Service personnel are available to answer questions related to the Software and to provide solution or
workaround for issues within the Software. If an issue is defined as a defect, Client Service will escalate the issue
for resolution and provide the correction when available. A "defect" is defined as an error in the code of the
Licensed Software which prevents a Module from operating in accordance with the Documentation in any material
respect.
February 25, 2004 ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT Page 1 of 3
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
("Billable Call Rate") from 8:00 am to 5:00 pm PST. The rate for service after 5:00 pm and before 8:00 am PST is
$200.00 per hour. All billable service calls will have a minimum charge of two hours. Billable service will be
provided upon receipt of a Purchase Order, letter of authorization or credit card information.
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. CLIENT is responsible to maintain a proper set of data backups in the
event that it becomes necessary to recover from a disaster.
(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 5.
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 shall utilize Virtual Private Network and/or telephone dialup 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 made available
to the CLIENT on standard electronic media (CD-ROM), remote access through Virtual Private Network,
dedicated telephone dialup or Website download.
8. Charges to CLIENTS:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are set forth in the
Quotation (Attachment B to the Software License Agreement).
(b) Charges for Billable Call Maintenance: The hourly rate is as provided in Section 5.
(c) Charges for Travel: Upon prior written authorization, CLIENT shall pay for travel time and travel expense in
connection with Billable Call Maintenance. Travel time will be charged to the CLIENT 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 CLIENT 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 120 days prior to the expiration of the Initial Term or any Renewal 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. CLIENT may terminate this
Agreement within sixty (60) days after receipt of the first invoice with changed charges by giving VISIONAIR sixty
(60) days written notice of its intention to terminate, and this agreement will terminate as of the date for termination
set forth in the CLIENT's notice to VISIONAIR or at the end of such sixty (60) day period, whichever last occurs.
10. Payment. VISIONAIR will invoice the CLIENT in advance for each term, Initial or Renewal, 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 or prior to the Effective Date. VISIONAIR will invoice
CLIENT for Billable Call Maintenance as incurred and CLIENT shall pay invoices for Covered Maintenance,
including any invoices outstanding on the Effective Date of this Agreement, on or prior to the commencement of
each 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.
February 25, 2004 ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT Page 2 of 3
12. Limitation of Liability. VISIONAIR SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED, UNLESS SUCH
DAMAGES ARE CAUSED BY THE NEGLIGENT OR INTENTIONALLY TORTIOUS ACT OR OMISSION OF
VISIONAIR, ITS EMPLOYEES OR REPRESENTATIVES. IN NO CASE, HOWEVER, SHALL VISIONAIR BE
HELD LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES.
13. Hardware and Network Upgrades. CLIENT 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. CLIENT also acknowledges that VISIONAIR develops its Network Hardware
Specification Document based upon all of the third party product information available at the time of publication.
Therefore, with respect to third party hardware and software, CLIENT 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. VISIONAIR develops the Network Hardware Specification document considering that no other
software application will be installed. Additional hardware specifications should be considered if the CLIENT
intends to run other applications. Additionally, the accumulation of data in CLIENT's database over a period of
time may require expanding the capacity of hard drives and memory of the system servers and workstations in
order to maintain performance at response times acceptable to the CLIENT. Subject to all of the affirmative duties
and obligations of VISIONAIR under this Software Maintenance Agreement, it is the CLIENT's sole responsibility
to maintain the 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 CLIENT is in default due to non-payment, and after VISIONAIR has given
CLIENT written notice and such default is not cured after 15 days then VISIONAIR may terminate this agreement
at any time upon written notice to CLIENT.
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 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 CLIENT at any time.
VISIONAIR, INC.
Signature:
/////
Name: MTV -0-1 y NacuN6s wu,2-7 a
Title: V J2 8v s' NLjsS beVet o,(Af p V
Date:
i'
CITY OF VERNON
Signature:
Name: Leonis C. Malburg
Title: Mayor
Date:
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS OF RM:
ERIC T. FRESC , City Attorney
February 25, 2004 ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT Page 3 of 3
December 1", 2003
Revision # 17 (BC)
SPECIFICATIONS
All application server configurations are configured based on technology that is current today; they do not reflect the
exact requirements of your agency. If you have existing servers you would like to utilize/upgrade or if you would like
to have a more detailed configuration based on your business needs please contact our Sales Engineer Bob Craig at
910-675-9117 or email your question to bobc@visionair.com.
ACTIVE DIRECTORY SERVER
Security/User Manager, DHCP, DNS/WINS. RAS 10/100 Ethernet Card, 1.44 FD, MS Mouse, Keyboard, CD-
ROM Drive, external 56k Modem, Tape Backup Drive w/SCSI Adapter (one for entire network), Windows 2000
Server w/SP4 or Windows 2003.
1 -100 Users
XEON PROCESSOR — 512kb Cache, 512mb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
101 — 500 Users
(2) XEON PROCESSOR(S) —1 mb Cache, 1 gb Ram
(4) 18gb SCSI HD (Raidl+0) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
501 + Users
(2) XEON PROCESSOR(S) — 2mb Cache, 2gb Ram
(4) 18gb SCSI HD (Raid1+0) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
TERMINAL SERVER / CITRIX SERVER
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP 4 or Windows 2003
with Citrix Metaframe. ***Citrix Server cannot be a Domain Controller***
1-20 users
(1) XEON PROCESSOR(S) — 2mb Cache, 1 gb Ram
(2)18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Terminal Server CALS
Citrix CALS
SCSI Raid Controller — Cache Fully Populated
21-50 users
(2) XEON PROCESSOR(S) — 2mb Cache, 2gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Terminal Server CALS
Citrix CALS
SCSI Raid Controller — Cache Fully Populated
Page - 1
December 1" , 2003
Revision # 17 (BC)
51-100 users
(4) XEON PROCESSOR(S) — 2mb Cache, 4gb Ram
(2)18gb SCSI HD (Raidl) Hot Swap Drives
Microsoft CALS
Terminal Server CALS
Citrix CALS
'SCSI Raid Controller — Cache Fully Populated
Citrix Base rule, 25 active users per XEON 2mb cache PROCESSOR with 1gig base memory
CAD SERVERS
Network Card, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP4, SQL Server 7.0
w/SP4
1-5 CAD Clients (Dispatch or Call Taker)
(2) XEON PROCESSOR(S) —1mb Cache 1gb Ram
(2) 18gb SCSI HD (Raidl) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2) 18gb SCSI HD (Raidl) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4) 18gb SCSI HD (Raidl+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft GALS
Raid Controller(s) — Cache Fully Populated
5-20 Clients (Dispatch or Call Taker)
(2) XEON PROCESSOR(S) — 2mb Cache, 2gb Ram (Option: Quad processor, 2gb Ram)
(2) 18gb SCSI HD (Raidl) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2) 18gb SCSI HD (Raidl) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4)18gb SCSI HD (Raidl+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft GALS
Raid Controller(s) — Cache Fully Populated
20+ Clients (Dispatch or Call Taker)
(4) XEON PROCESSOR(S) — 2mb Cache, 4gb Ram
(2)18gb SCSI HD (Raidl) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2) 18gb SCSI HD (Raidl) Hot Swap Drives (Tiog) 15k rpm, Independent HD Cage 1/0 channel
(4) 36gb SCSI HD (Raid 1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
*Note: Please review Diagram on Split Channel SQL Servers for CAD & RMS configurations
Raid Configurations can vary depending on external storage, Clustering or SAN configurations
CAD Workstations
P4 2.XGHZ - 256kb cache, 256mb Ram 20GIG HD
*** If state interfaces or 3`d party client software is to be installed then more memory is required.
Intel Pro Nic, Windows 2000 Professional w/SP2 & Appropriate Client Access License, Dual 17' Monitors
Dual Video Graphics card — Any Microsoft (HCL) supported dual video displays controllers.
Page - 2
December 1", 2003
Revision # 17 (BC)
Pro QA 3.3 (EMS) - WWW.MEDICALPRIORITY.COM Medical Priority Consultants 1-800-363-9127
MapObject 2.0 — WWW.ESRI.COM, Environment Systems Research Institute 1- 800-447-9778
RMS / JAIL / FIRE / EMS Servers
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP3, SQL Server 7.0
w/SP3
*** FIRE and EMS must reside on a different server than RMS and JAIL ***
1-10 Clients
(1) XEON PROCESSOR — 1 mb Cache 1 gb Ram
(2)18gb SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/O channel
(2)18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4) 18gb SCSI HD (Raid1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
10-50 Clients
(2) XEON PROCESSOR(S) — 2mb Cache, 2gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4)18gb SCSI HD (Raid 1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/O channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
50-100 Clients
(4) XEON PROCESSOR(S) — 2mb Cache, 4gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/O channel
(2)18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4) 36gb SCSI HD (Raid 1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/O channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
*Note: Please review Diagram on Split Channel SQL Servers for CAD & RMS configurations
Raid Configurations can vary depending on external storage, SAN configurations.
RMS/Fire/Jail Workstations
P4 2.XGHZ - 256kb cache, 256mb Ram, 20gb HD
*** If state interfaces or 3rd party client software is to be installed then more memory is required.
15" Monitors
Intel Pro Nic, Windows 2000 Professional w/SP2 & Appropriate Client Access License
Visio 2000 (DMV Sketch)
Adobe Acrobat 4.0 (Templates)
Snappy 4.0 (Imaging)
Page - 3
December 1" , 2003
Revision # 17 (BC)
GEO / MNHS SERVERS
Network Card, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive
Windows 2000 Server w/SP4
XEON PROCESSOR — 512kb Cache, 1gb Ram
(6)18gb SCSI HD (Raid5) Hot Swap Drives (Data)15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
*Note: Drive Storage dependent on amount of Legacy Data and Geo Information.
18 / 36 / 72 gig drive variations are available.
INFORM / NetCrime Server
Network Card, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP4, MS SQL Server
Software 7.0 w/SP4
*** The SQL Server can reside on the same server as RMS and JAIL ***
XEON PROCESSOR - 512kb cache, 512mb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
Bar Coding Equipment
American Micro Systems
PSC Topgun Handheld PDT with scanner
Zebra printers: desktop and mobile
Symbol Barcode Scanners and handhelds
Handheld Products Barcode Scanners
Kent B. Bandy
kentbbandy@aol.com
www.texasbarcode.com
Printers
HP LaserJet, PCL
Any Laser printer on the Microsoft Hardware Compatibility List (HCL)
Page - 4
December 151, 2003
Revision # 17 (BC)
Message Switch / NCIC Gateway / IFORCE Server
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP2
Note: SNA / SDLC Adaptor required for States that require LU6.2 or LU2 terminal sessions
MicroGate SDLC for MS SNA 1-512-343-9046 Part # 172113
XEON PROCESSOR - 512kb cache, 512mb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
VisionCONNECT/Biztalk
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP2
(1) XEON 1 GB Ram
(2) 36gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
Mobile laptops
128mb Ram, 4gb HD, 8mb video adapter, 1.44 FD, CD-ROM Drive or Zip Drive USB flash card.
If 3`d party client software is to be installed then more memory is required.
Windows 2000 Professional w/SP2 or Windows NT Workstation 4.0 w/SP6 & Server Access License or Server
Cal
(Force
Pagers
Research in Motion — W V4 W.RIM.NET
RIM Pagers — 950 4MB w/Cradle
PocketPC
64 MB RAM, Pocket PC 2002, type II slot or sleeve, CF cards slot (for enforma cf modem), active synch. CDPD
modem must be Sierra Wireless 300 for CE only.
HP Jornado 500 series
Cassiopeia E 200
Compaq 3700/3800
Symbol PPT2800
Page - 5
December 1" , 2003
Revision # 17 (BC)
Standalone SQL
Operating Split Channel Multi Array
System Disk
,array
Dual Channel Raid
Controller
NIC 1
Split Backplane Channell Split Backplane Channel 2
HD HD HD HD N
N
N
HD
nog/ SQL Data
TembD6
100mb
Ethernet Switch
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Page - 6
December 1" , 2003
Revision # 17 (BQ
Microsoft Cluster Example
Fully Fault Tolerant
Shared Storage
HD HD F
HD HD HD HD HD HD HD
SQL Tlog SQL Data
OS Raid1 Tempdb Fibre Channel OS Raid1 Tempdb
Fibre Channel PCI Fibre Channel PCI
Host Bus Adapter
Host Bus Adapter
Fibre Channel PCI Fibre Fibre Fibre Channel PCI
Host Bus Adapter Fibre Channel Host Bus Adapter
Shared Storage
HD N HD HD N N N N N ff
SQL Tlog SOL Data
NIC 2 NIC 2
NIC 1 NIC 1
100mb 100mb
100000011
Ethernet Switch
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Page - 7
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SUPPORTING
DOCUMENTS
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Software License Agreement
THIS AGREEMENT is made, entered into and executed in duplicate originals, either
copy of which may be considered and used as an original hereof for all purposes, as of
the Effective Date as defined herein between VISIONAIR INC. (hereinafter referred to
as "OWNER") with its principal place of business at 5601 BARBADOS BLVD., PO BOX
9000, CASTLE HAYNE, NORTH CAROLINA, 28429-9000, and CITY OF VERNON, a
municipal corporation, (herein referred to as "CLIENT") with its principal place of
business at 4305 SANTA FE AVENUE, VERNON, CA 90058.
WHEREAS, CLIENT desires to obtain from OWNER, and OWNER desires to grant
CLIENT, a perpetual, nontransferable, nonassignable license to use the Licensed
Software described herein, for its In-house Use, upon payment of the License Fee.
Payment of the License Fee is solely for the right to use the Licensed Software
pursuant to the terms and conditions on the face and attached addenda of this
Agreement and does not constitute the purchase of the Licensed Software or of any
title thereto.
WHEREAS, this Agreement includes and incorporates the following attachments:
Attachment "A": Payment Schedule
Attachment "B Itemized Quote
Attachment "C": Statement of Work
Attachment "D": Software Service Agreement
Attachment "E": Network Hardware Specifications
WHEREAS, use of the Licensed Software is restricted to: City of Vernon, Fire
Department
CITY OF VERNON
Site Location (complete address): 4305 Santa Fe Avenue, Vernon, CA 90058, all
fire stations and all fire mobile units
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the
parties hereto agree as follows:
1. DEFINITIONS
February 25, 2004 Software License Agreement Page 1 of 12
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1.1 "OWNER" or "VisionAIR" means VisionAIR Inc., a North Carolina corporation
with a principal place of business at 5601 Barbados Blvd., P.O. Box 9000, Castle
Hayne, North Carolina, 28429-9000.
1.2 "CLIENT" means the City of Vernon, a municipal corporation, with its principal
place of business at 4305 Santa Fe Avenue, Vernon, CA 90058.
1.3 "Effective Date" is the last date of signature by a party as set forth below.
1.4 "Software" means a set of instructions consisting of symbolic languages,
processes and logic routines in machine executable form used in the operation of
computer equipment applied to the performance of specific tasks.
1.5 "Licensed Software" means the Software, including any Updates or part(s)
thereof, listed on Attachment B (Itemized Quote) and Attachment C (Statement of
Work).
1.6 "Eligible Computer System" means a designated computer with the Operating
System/Programming Language as stated on Attachment C (Statement of Work).
1.7 "Use" means copying of all or any portion of the Licensed Software from storage
units or media. into a computer or using any software in the course of computer
operation.
1.8 "In-house" means used only for administrative purposes of the CLIENT, which
purposes shall include use in any CLIENT -owned, leased, or other specifically
designated CLIENT facilities.
1.9 "Trade Secret" or "Confidential Information" means any business, technical, or
other information disclosed by a party which, at the time of disclosure, (a) derives
independent economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by other persons who can obtain
economic value from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain secrecy.
1.10 "DP Professional' shall mean any individual or business which supplies others
with computer equipment, software, or professional advice regarding such. Computer
manufacturers, dealers, distributors, retail stores, original equipment manufacturers
("OEMs"), independent sales organizations ("ISOs"), system integrators, software
houses, and data processing consultants are examples of DP Professionals.
1.11 "Documentation" means all printed or electronic documentation which OWNER
customarily provides or makes available with the Licensed Software. The parties agree
that "Documentation" includes all Updates of such documentation and specifically
includes one (1) user's manual, which details the features and functionalities of the
Licensed Software.
February 25, 2004 Software License Agreement Page 2 of 12
1.12 "Update" means (a) any published revision or correction to the Documentation;
and (b) any correction, enhancement, replacement, evolution, or new release (including
beta versions) of the Licensed Software, except for those designated as new products
for which OWNER charges separately.
1.13 "Software Services" means the services which OWNER provides to CLIENT
pursuant to the terms and conditions set forth in Attachment D (Software Service
Agreement) attached hereto.
1.14 "License Fee" means the total price of $65,150.00.
2. TITLE AND OWNERSHIP
2.1 The Licensed Software, including original and any copies thereof, in whole or in
part, whether said original and copies are made by OWNER or CLIENT or anyone else
and all copyright, patent and trade secret and other intellectual and proprietary rights
therein are and remain the property of OWNER.
2.2 CLIENT has been advised by OWNER that aspects of the Licensed Software are
OWNER trade secrets. These may include, but are not limited to, the following:
system design, modular program structure, system logic flow, file layout, video and
report formats, coding techniques, and routines, file handling and special search
techniques, video screen data entry handling and report and/or forms generation.
2.3 CLIENT agrees to include on any copies made of the Licensed Software the
same notices of OWNER's ownership interests that appear on the original.
3. SCOPE OF AUTHORIZED USE
3.1 For the License Fee, plus charges which are due and payable in accordance
with Attachment A (Payment Schedule), OWNER shall furnish CLIENT with one (1)
copy of the Licensed Software, including Documentation. OWNER shall similarly
furnish any Updates it may produce as soon as they become commercially available,
and Updates shall be furnished so long as a Software Service Agreement is in effect.
3.2 CLIENT is granted a perpetual, nontransferable, nonassignable license to use
the Licensed Software for CLIENT's In-house Use. CLIENT shall not have the right to
sublicense the Licensed Software in any manner.
3.3 CLIENT shall not assign or otherwise transfer this License or the Licensed
Software or any part thereof, by operation of law or otherwise, directly or indirectly,
including, but not limited to, transfers to any joint venture or combination arrangements
with any other person or entity.
February 25, 2004 Software License Agreement Page 3 of 12
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3.4 CLIENT understands and agrees that it shall not use the Licensed Software
in any other city or at any other site location, except those designated herein, without
prior written authorization from OWNER or Licensed Software that is used by the
Client's mobile units outside its jurisdiction. This paragraph shall not prohibit the use of
the Licensed Software for the purpose of facilitating the Client's use of a Regional
Mobile Data System operated by another law enforcement, fire protection or emergency
response agency.
4. WARRANTY AND LIMITATION OF LIABILITY
4.1 CLIENT ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS OF SUCH
COMPLEXITY THAT IT MAY CONTAIN INHERENT DEFECTS, AND AGREES THAT
AS OWNER'S LIABILITY AND AS CLIENT'S SOLE REMEDY, UNLESS OTHERWISE
SPECIFIED IN THIS WARRANTY SECTION, OWNER WILL PROVIDE ALL
COMMERCIALLY REASONABLE PROGRAMMING. SERVICES TO CORRECT
DOCUMENTED CODE ERRORS WHICH DIAGNOSIS INDICATES WERE CAUSED
BY A DEFECT IN AN UNALTERED VERSION OF THE DELIVERED LICENSED
SOFTWARE. THIS REMEDY APPLIES TO "CODE ERRORS" ONLY AND DOES NOT
INCLUDE ADDITIONAL FEATURES OR CUSTOMIZATION AGREED TO BY THE
PARTIES. This nontransferable warranty is valid for a period of one (1) year, beginning
on the date that the Licensed Software is first used operationally by the CLIENT.
4.2 THE WARRANTIES CONTAINED IN THIS SECTION CONSTITUTE THE ONLY
WARRANTIES MADE BY OWNER WITH RESPECT TO THIS AGREEMENT. SUCH
WARRANTIES ARE IN LIEU OF, AND CLIENT HEREBY WAIVES, ALL OTHER
WARRANTIES OR GUARANTEES OF OWNER, WHETHER EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO
THE QUALITY, ACCURACY, OR FREEDOM FROM ERROR OF OPERATION, USE,
AND FUNCTION OF THE LICENSED SOFTWARE.
4.3 OWNER agrees to indemnify and hold the CLIENT harmless from any and all
costs, losses, damages, or expenses, including reasonable attorney's fees and court
costs and the reasonable value of staff attorney's services, for personal injury, tangible
property damage and other damages suffered by the CLIENT, its employees or third
parties, not party to this Agreement, which arise out of the negligent act or omission of
OWNER including but not limited to, the negligent design, manufacture, installation, or
servicing of any part of the Licensed Software..
4.4 Except for the indemnification provisions of this Article, claims arising from either
party's .breach of its confidentiality obligations, and claims for bodily injury or tangible
property damage caused by the fault of either party, OWNER's and CLIENT's liability
for damages under this Agreement, whether arising in contract, tort, or otherwise, even
if the breaching party has been advised of the possibility of such damages, shall not
February 25, 2004 Software License Agreement Page 4 of 12
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exceed the amount to be paid by CLIENT to OWNER herein. IN NO EVENT SHALL
ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
4.5 For the duration of the warranty period, OWNER will maintain and support the
Licensed Software, which includes all features and functionality described in the
Documentation.
4.6 OWNER further represents and warrants that the Licensed Software shall
process dates prior to and after January 1, 2000, with no adverse impact on the
functionality of the Licensed Software or the accuracy of any reports. This date
processing shall include, without limitation, internal date formats that have century
recognition, calculations that accommodate same -century and multi -century formulae
and date values, date interface values that reflect the century, and calculations that
accommodate the occurrence of leap years. Date calculations will work correctly. All
date -related calculations will recognize that dates containing years equal to or greater
than 2000 are later than dates in the 1900s. OWNER does not represent that the
Licensed Software will. be compatible with non -OWNER defined formats or interfaces or
that other third party software will contain similar year 2000 capabilities.
4.7 Upon the execution of this Agreement by all parties, OWNER shall deliver the
Licensed Software to CLIENT within 14 days, except components of the Licensed
Software identified as under development under Section VII of Attachment C
(Statement of Work). After delivery of the Licensed Software, the CLIENT, as a
properly licensed user, may begin installation and training at any time. OWNER does
provide additional installation and training services for the Licensed Software and will
install and train the Licensed Software at CLIENT's request for the additional agreed
upon fees listed in Attachment B (Itemized Quote).
4.8 CLIENT acknowledges that due to the dynamic nature of the information
technology industry and frequent product replacements and/or upgrades developed
independently by third party vendors, OWNER has no control over the turnover of
product or obsolescence of technology of third party product. CLIENT also
acknowledges that OWNER develops its Network Hardware Specifications based upon
all of the third party product information available to it. Therefore, with respect to third
party hardware and software, CLIENT shall retain the responsibility for the costs of
purchase and installation of upgrades necessary to maintain the functionality of the
Licensed Software. Additionally, the accumulation of storage of records in CLIENT'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 CLIENT. Subject to all of the affirmative duties and obligations
of OWNER under Attachment D (Software Service Agreement), it is the CLIENT's sole
responsibility to maintain the operating system to ensure adequate response times.
February 25, 2004 Software License Agreement Page 5 of 12
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4.9 OWNER represents and warrants that it has the authority to enter into this
Agreement and has obtained all rights and waivers necessary to grant the rights
granted hereunder. OWNER represents and warrants that the exercise of the rights
granted in this Agreement does not infringe any third -party patent, copyright, trademark,
trade secret, or other intellectual property right.
4.10 OWNER shall defend and indemnify CLIENT against any and all claims. brought
against CLIENT, and shall hold CLIENT harmless from all corresponding damages,
liabilities, settlements, costs and expenses (including attorney's fees), arising out of any
claim that the exercise of any of the rights granted in this Agreement infringes any third -
party patent, copyright, trademark, trade secret, or other intellectual property right.
CLIENT shall give OWNER prompt notice of, and authority to defend or settle, any such
claim and shall give, at OWNER's expense, reasonable information and assistance.
4.11 When notified of an action or motion that seeks to restrict the exercise of any of
the rights granted herein, OWNER may, (and in the case of .a judgment, order, or
injunction that restricts the exercise of any of the rights granted herein, shall), at its
option and expense, (a) obtain the right for CLIENT to exercise its rights in accordance
with this Agreement, (b) substitute other non -infringing software with equivalent
functional capabilities, or, (c) modify the Licensed Software, while retaining equivalent
functional capabilities, so that it no longer infringes.
4.12 OWNER shall have no liability to CLIENT under this Section in the event
infringement of any third -party patent, copyright, trademark, trade secret or other
intellectual property right arises solely from (a) components of a CLIENT product or
system not derived from Licensed Software, (b) compliance with CLIENT's specific
designs, specifications, or written instructions, (c) modification by CLIENT of Licensed
Software, or (d) the combination of Licensed Software with equipment or software not
authorized or provided by OWNER or otherwise approved by OWNER other than
Licensed Software designed by OWNER to work with certain commercial hardware or
other commercially available software.
4.13 If OWNER is unable, within 1 year, to repair or replace any product or service
listed on Attachment "B" to a condition as warranted, the CLIENT shall be entitled to a
refund of the purchase price upon return of the Licensed Software to OWNER.
4.14 OWNER warrants that the maintenance and support service hereunder shall
permit the CLIENT to be provided with a complete and usable system for its Fire
Department.
5. CONFIDENTIALITY/NONDISCLOSURE
5.1 Any Confidential Information received by a party shall be retained in confidence
and shall be used, disclosed, and copied solely for the purposes of, and in accordance
with, this Agreement. The receiving party shall use the same degree of care as it uses
February 25, 2004 Software License Agreement Page 6 of 12
0 !
to protect its own confidential information of a similar nature, but no less than
reasonable care, to prevent the unauthorized use, disclosure, or publication of the
Confidential Information.
5.2 CLIENT shall take all reasonable steps to keep the Licensed Software under
adequate security to ensure that no unauthorized access, copies, or use is made
thereof, and CLIENT agrees to notify OWNER immediately of the existence of
circumstances surrounding any unauthorized knowledge, possession, or use of the
Licensed Software.
5.3 OWNER shall take all reasonable steps to keep CLIENT records (including
records referenced by statutory laws relating to privacy and confidentiality that currently
exist or may hereafter be amended or changed) under adequate security to ensure that
no unauthorized access, copies, or use is made thereof, and OWNER agrees to notify
CLIENT immediately of the existence of circumstances surrounding any unauthorized
knowledge, possession, or use of CLIENT Records.
5.4 No party shall be bound by obligations restricting disclosure and use set forth in
this Agreement with respect to Confidential Information, or any part thereof, which (a)
was known by the receiving party prior to disclosure; (b) was lawfully in the public
domain prior to its disclosure, or becomes publicly available other than through a
breach of this Agreement; (c) was disclosed to the receiving party by a third party
provided such third party, or any other party from whom such third party receives such
information, is not in breach of any confidentiality obligation in respect of such
information; (d) is independently developed by the receiving party; or (e) is disclosed
when such disclosure is compelled pursuant to legal, judicial, or administrative
proceedings, or otherwise required by law, subject to the receiving party using
reasonable efforts to provide prior notice to the disclosing party to allow it to seek
protective or other court orders. OWNER expressly acknowledges that CLIENT's
status as a municipality does not, in and of itself, automatically inject or render any
information it possesses or has accumulated into or a part of the public domain.
5.5 In the event that OWNER should terminate this contract of service and fails
and/or refuses to offer support and maintenance service for the software mentioned
herein to the CLIENT while OWNER offers such service to other units of government,
or OWNER shall fail and/or refuse to offer support and maintenance service for the
software herein to the CITY whether for reasons of bankruptcy, receivership,
termination of business or for any other reason not herein mentioned, the CLIENT shall
be entitled to receive the source code system documentation.
5.6 Access to CLIENT Confidential Information. The CLIENT may provide OWNER
with, or allow OWNER access to, certain information not available to the public
concerning the CLIENT, or businesses located in the City of Vernon. The information
may include sensitive fire information, company information or such other information.
All such information shall be stamped by CLIENT as "Confidential Information" and may
not be used to circumvent the responsibility of either party to this Agreement.
February 25, 2004 Software License Agreement Page 7 of 12
5.7 No Disclosure of CLIENT Information. Except as expressly permitted, OWNER
shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether
orally or by any other means, any part of such Confidential Information to any other
person or entity, whether corporate, governmental, or individual, without the express
prior written consent of an authorized representative of the CLIENT. OWNER shall
return any written Confidential Information, and all copies made of such items, to the
CLIENT upon the CLIENT's written request, but in any event not later than the date that
OWNER has performed all services to be performed pursuant to this Agreement.
OWNER hereby agrees that such Confidential Information and any documents provided
may be used by OWNER only as authorized by the CLIENT. OWNER shall take
reasonable measures to avoid any disclosure of any such Confidential Information to
any unauthorized person.
5.8 Court Ordered Disclosure of CLIENT Information. OWNER shall immediately
notify the CLIENT of any court order or subpoena requiring disclosure of Confidential
Information, and shall cooperate with CLIENT's legal counsel in responding to any such
order or subpoena. OWNER may only disclose Confidential Information required to be
disclosed pursuant to court order or subpoena after legal counsel has exhausted any
lawful and timely appeal or challenge.
5.9 In addition to any other remedies that it may have at law or in equity, the CLIENT
shall be entitled to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of the Confidential Information
provisions of this Agreement. OWNER acknowledges that in case of such breach or
threatened breach of said provisions, the CLIENT would have no adequate remedy at
law.
6. TERMINATION
6.1 In the event of a material breach or default by the CLIENT or OWNER in the
performance of this Agreement, the aggrieved party shall give written notice to the other
party specifying the nature and extent of the breach. The party in breach or default shall
have thirty (30) days thereafter to cure any such curable breach or default. If such
breach or default is not cured within said thirty (30) day period, the termination of this
Agreement . shall become effective on the forty fifth (45) day following said written
notice.
6.2 The provisions of Sections 1 (Definitions), 4 (Warranty and Limitation of Liability),
5 (Confidentiality / Nondisclosure), 6 (Termination), 7 (Taxes), 9.1, 9.2, 9.4, 9.6, 9.7,
9.8, and 9.10 shall survive any termination.
6.3 In the event that this Agreement is terminated, each party shall forthwith return to
the other party all papers, materials, and other properties of the other party then in its
possession.
February 25, 2004 Software License Agreement Page 8 of 12
171
7. TAXES
7.1 CLIENT shall pay any and all taxes arising from or based upon the License Fee,
this Agreement or CLIENT's future use of the Licensed Software, other than income
taxes properly owed by OWNER.
7.2 CLIENT shall not deduct from payments to OWNER any amounts paid or
payable to third parties, customs, duties, or taxes, however designated.
8. ACCEPTANCE TESTING
8.1 OWNER agrees that the Licensed Software and any equipment OWNER
provides pursuant to this Agreement shall meet the standard of performance specified
in OWNER's documentation before such items are accepted by the CLIENT.
OWNER's documentation are hereby incorporated by this reference as though set forth
at length herein.
8.2 An "acceptance performance period" shall begin on the date on which OWNER
installs the Licensed Software and any equipment it provides pursuant to this
Agreement, and end when such items have operated in conformance with OWNER's
documentation, under OWNER's standard test procedures for a period of thirty (30)
consecutive calendar days. If any such Licensed Software or equipment fails to
operate in conformance with OWNER's documentation during the acceptance
performance period, OWNER shall take whatever steps are necessary in order to
address such operation problems. Thereafter, the acceptance performance period for
the problem Licensed Software and/or equipment, shall begin anew.
9. GENERAL
9.1 This Agreement, together with all appendices or other attachments referenced
herein, contains the entire agreement and understanding by and between the CLIENT
and OWNER with respect to this project. The parties hereto acknowledge that each has
read this Agreement, understands it, and agrees to be bound by its terms. No
representations, promises, agreements, or understandings, whether written or oral,
relating to this agreement and not contained or referenced herein, shall be of any force
or effect. The parties further agree that this Agreement shall not be modified, except by
a written agreement signed on behalf of both parties by their respective duly authorized
representatives.
9.2 If either party is required to engage in any proceedings, legal or otherwise to
enforce its rights under this Agreement, the prevailing party shall be entitled to recover
from the other, in addition to any other sums due, the reasonable attorneys fees, costs
and necessary disbursements involved in said proceedings.
February 25, 2004 Software License Agreement Page 9 of 12
0
9.3 OWNER is hereby authorized to make reasonable inquiries, with CLIENT's
cooperation, concerning CLIENT's compliance with this Agreement.
9.4 If CLIENT breaches any of its obligations with respect to limited use or
confidentiality of the Licensed Software, OWNER shall be entitled to equitable relief to
protect its interest thereto, including, but not limited to, injunctive relief.
9.5 OWNER shall not be liable for delays in any of its performance hereunder due to
causes beyond its reasonable control including, but not limited to, acts of God or labor
disturbances.
9.6 If any term(s), provisions(s), or condition(s) of this. Agreement is held by a. court
of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and in no way be affected, impaired, or
invalidated.
9.7 This Agreement shall be governed by the laws of the State of California. All
claims concerning the validity, interpretation, or performance of any of its terms and
provisions, or any of the rights or obligations of the parties hereto, shall be instituted
and prosecuted in Los Angeles, California.
9.8 This Agreement may be executed in multiple copies, with each executed copy
constituting an original, but collectively constituting but a single document.
9.9 If this Agreement is not fully executed by CLIENT within ninety (90) days of
dispatch by OWNER to CLIENT, the offer contained herein shall terminate and any
subsequent signing of this Agreement shall have no binding effect.
9.10 The contract documents consist of this Agreement and its Attachments. In the
event of a conflict between the contract documents, the order of precedence shall be
the provisions of the main body of this Agreement and then the Attachments in the
following order: Statement of Work, Software Service Agreement, Itemized Quote,
Payment Schedule, and then the Network Hardware Specifications.
9.11 To the extent OWNER will perform ongoing services under this Agreement,
OWNER will remain throughout the term of the Agreement as an independent
contractor. OWNER agrees that its principals and employees are not and will not
become employees of the CLIENT while this Agreement is in effect. The CLIENT shall
have the right to control OWNER only in so far as the results of the OWNER's services
rendered pursuant to this. Agreement; however, the CLIENT shall not have the right to
control the means by which OWNER accomplishes services rendered pursuant to the
Agreement except to the extent that such services involve the use of CLIENT property
or Confidential Information..
February 25, 2004 Software License Agreement Page 10 of 12
9.12 OWNER agrees that its principals and employees are not entitled to the rights
and benefits afforded to the CLIENT's employees, are not and will not become
employees of the CITY while this Agreement is in effect. OWNER agrees that its
principals and employees are not entitled to the rights and benefits afforded to the
CITY's employees, including disability and unemployment insurance, workers'
compensation, medical insurance or any other employment benefit. OWNER is
responsible for providing, at its own expense, all legally required disability,
unemployment and other insurance, workers' compensation, training, permits, and
licenses for itself and for its principals, employees and subcontractors.
9.13 OWNER Not Agent. Except as the CLIENT may specify in writing, the OWNER
shall have no authority, express or implied, to act on behalf of the CLIENT in any
capacity whatsoever as an agent. OWNER shall have no authority, expressed or
implied, pursuant to this Agreement to bind the CLIENT to any obligation whatsoever.
9.14 Any notices required to be given under this Agreement by either party to the
other may be effected by personal delivery in writing or by mail, registered or certified,
postage prepaid with return receipt requested. Mailed notices must be addressed to
the parties at the addresses listed in this paragraph, but each party may change the
address by giving notice in accordance with this paragraph. Notices delivered
personally will be deemed communicated as of actual receipt; mailed notices will be
deemed communicated as of the day of receipt or the fifth day after such notice is
mailed by first class mail or, the second day after such notice is mailed by overnight
mail. Notices transmitted by either party to this Agreement to the other party shall be
addressed as follows:
OWNER: Visionair Inc.
Attn: Chief Executive Officer
5601 Barbados Blvd.
P.O. Box 9000
Castle Hayne, North Carolina 28429-9000
CLIENT: City of Vernon
Attn: City Administrator
4305 South Santa Fe Avenue
Vernon, California 90058
9.15 Assignment Prohibited. No party to this Agreement may assign any right or
obligation pursuant to this Agreement except with the express written consent of the
other party. Any other attempted or purported assignment of any right or obligation
pursuant to this Agreement shall be void and of no effect.
9.16 OWNER agrees that if the CLIENT is required to file any lawsuit or administrative
proceedings, or any other proceedings regarding any claim concerning the validity,
interpretation or performance of any of the terms and provisions of the Agreement, or
any of the rights or obligations of the parties hereto, the CLIENT may effect any
February 25, 2004 Software License Agreement Page 11 of 12
E
necessary service of process by personal delivery to any officer of OWNER, or by mail,
registered or certified, postage prepaid with return receipt requested, to the address
and individual identified in Section 9.14.
9.17 This Agreement shall bind and benefit the parties hereto and their heirs,
successors, and permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year last signed below.
VISIONAIR, INC.
Signature: 40
Name: MA"O--(y t -ot,Li,yc—S vo W--rq
Title: _ Vi' &,soNLsss-peV1s1.p14j?,tT
Date: Y/1 °r"'a �
CITY OF VERNON
Signature:
Name:
Title:
Date:
ATTEST:
—�---=3-
BRUCE V. MALKENHORST, City Clerk
APPROVED AS ORM:
C—
ERIC T. FRESCH, City Attorney
February 25, 2004 Software License Agreement Page 12 of 12
i
VisionAIR, Inc.
Vernon Fire Department
Attachment: "A" Payment Schedule
The total cost of this Agreement is $65,150.00, not including any applicable
taxes. Amounts listed below will be paid at the times/dates and under the terms
and conditions listed below.
Payment Date Due Amount
1. Software License Fees —First Delivery of Licensed Software $22,770.00
Installment
2. Third Party Software Invoiced as Delivered
3. Software Installation, Network Invoiced as Delivered
Configuration, and Training
4. Project Management, Invoiced the Date Customer
Software Maintenance first uses each major module
Annual Fees, and Balance of of the Licensed Software
Software License Fees Operationally ("Goes Live")
VisionAlR, INC.
Signature:
Name: $14--ry
Title: Vf ►3 ems, N� ss � yr P�t��9
Date:~
March 10, 2004
CITY OF VERNON, CA
$22,000.00
$20,200.00
Signature:
Name: Leonis C . Malburg
Title: Mayor
Date: 3/24/04
Attes
BRUCE V. MAKENHORST, City Clerk
APPROVED AS TO FORM:
C::�� —,Z' � - —
ERIC-f.FRYSCH, CityAttorney
Y
Page 1 of 1
0
City of Vernon Fire Department
Cost Proposal, October 21, 2003 .-�-. �.
Attachment "B": Itemized Quote � 1 0 N-P,,1 R-
Mobile/LAN Server Switch for
Access from Mobile and LAN
Fire Mobile Base Package
Fire Mobile Reporting
Fire Mobile In Car Mapping
VisionCAD Interface to Fire Mobile
VMSG-0
VFMBLA2
VFMBLA6
VFMBLA4
VFMBLCAD
10
$15,000.00
$7,500.00
10
$8,000.00
$5,500.00
10
$4,000.00
$2,000.00
10
$3,300.00
Inc.
10
$2,200.00
Inc.
Sub Total: $32, 500.00 $15, 000.00
Web Based Query Tool mac•
Client responsible for maintenance years 2 and more
ff .sue, A, -
Mobile oft
Installation/Configuration
Fire Software
Installation/Configuration
Project Management
INSMBL $5,000.00
$5,000.00
PMMBL $10,500.00
Sub Total: $20, 500.00
Mobile TMBLSA2 4 $4,800.00
Fire Training 6 $7,200.00
Sub Total: $12, 000.00
i
,, M
I Total: $180.00
Total: $82,650.00
Promotional Discount: $17,500.00
Grand Total: $65,150.00
*Promotional pricing is good until April 3, 2004
0
i
�10SIR®
'The Future of Public Safety Software"
ATTACHMENT C - STATEMENT OF WORK
This Statement of Work (SOW) defines the tasks to be accomplished by VisionAir (VA) under the terms and
conditions of the contract between VA and Vernon Fire Department (VFD) The SOW also defines responsibilities
for VFD and VA.
This SOW is made up of the following Sections:
1. Key Assumptions
2. VA Responsibilities
3. VFD Responsibilities
4. Project Change Control Procedure
5. Guidelines for Deliverable Materials
6. Approval Plan
Requested changes to this Statement of Work will be processed in accordance with the procedures described in
Section 6. The investigation and implementation of changes may result in changes in the estimated schedule,
charges, or other terms of this SOW.
Vernon Fire Department
Page 1
3/10/2004
L1
J
1. KEY ASSUMPTIONS
The following key assumptions are included in this SOW:
1. VA provides software applications that are developed in house. These applications are sold as is and are
considered to be "commercial off the shelf" software packages. They will be provided as is unless otherwise
indicated in this SOW. It is the sole responsibility of the client to review and understand the features and
functionality of the software and agrees to take acceptance of purchased software "as is" unless otherwise
indicated in this SOW.
2. VFD is responsible for providing all the required hardware (servers, client workstations) and ensuring that the
hardware meets or exceeds VA's minimum specifications. VFD is also responsible for providing and loading
base software (operating system, SQL etc)
3. VA understands that VFD already has a LAN in place and the VA application servers and clients will be
nodes on that domain.
4. VA understands that VFD will provide a wireless. network running AT&T's EDGE
5. VFD is responsible for providing modems, GPS devices and antennas that meet or exceed VA's minimum
specifications. VD is also responsible for in -vehicle installation of the MDCs and related hardware.
6. There will be no other software loaded on. RMS clients other than the VA software and mandatory office
applications (word processing, spreadsheets and database management).
7. VA will provide support for VA application software under the terms of the maintenance contract.
8. VFD is responsible for systems and LAN maintenance activities such as backups, operating system updates
firewall installation, etc.
Additional interfaces will require a separate Quote, Purchase Order and SOW.
Vernon Fire Department 3/10/2004
Page 2
2. VA RESPONSIBILITIES
2.1 Task: Project Management
Task Description: The objective of this task is to manage VA 's responsibilities included in the SOW. The VA
Project Manager also provides a framework for project communications, reporting, procedures and SOW
activities.
VA shall:
Designate a Project Manager who will direct VA efforts and serve as the primary point of contact for the VFD.
The responsibilities of the VA Project Manager include:
• Coordinate the efforts of VA staff and coordinate these activities with the VFD's project team
members.
• Develop a detailed project plan defining the detailed tasks and a schedule of VA responsibilities.
• Review and administer change control procedures through the VFD Project Director.
• Attend status meetings and /or provide reports to the VFD Project Director on a monthly basis, or as
may be otherwise reasonably required to discuss project status.
Completion Criteria: This task is considered complete when the project is complete.
2.2 Task: Ship Base Software
Task Description: Within five (5) days of the contract signing, VA will send a base Software Package. This
package will include:
a. FireRMS release 3.2
b. FireMobile 3.3 or higher
c. VisionlNFORM 3.1
d. Supporting Product Documentation
VA will dial in and increase the number of licenses on the Vernon PD message switch by 10.
Completion Criteria: This task is complete when the VA software is received by VFD and VFD signs off on the
Work Completion Form
2.3 Task: Project Initiation Session
Task Description: The project will be initiated within ten (10) business days following execution of the contract
(or on a date agreed to by both parties) with a Project Initiation Session of key VFD and VA project personnel.
The objectives of this first meeting are to:
• Review roles of key participants;
• Review overall project scope and objectives;
• Identify overall project constraints and priorities;
• Review overall project schedule;
• Review resource and scheduling requirements.
Vernon Fire Department 3/10/2004
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Completion Criteria: This task is complete when the above noted hardware is installed on VFD's premises in
accordance with manufacturer specifications
2.4 Task: Load and configure Mobile Message Switch, FireRMS, FireMobile, Visioninform
VA shall:
a. Install and configure the baseline VA software on the server and clients
b. Test the initial operation of the software
Completion Criteria: This task is considered complete when the above noted software is installed and
operational according to the functional specifications outlined in the user documentation
2.5 Task: System Admin Training for FireRMS, Visioninform
Task Description: The VA project team will be responsible for building a set of test/training files and for
defining all production data files. The VA project team will then train and assist Agency staff in the entry of
agency -specific information such as code tables, unit identification, reporting area definition, etc.
VA shall:
a. Build a set of test/training files and define all production data files.
b. Review data forms provided to the Agency to complete for any data that VA will be entering.
C. Provide standard training sessions for Agency personnel on the entry of agency -specific data.
2.6 Task: End User Training for FireRMS, Visioninform
Task Description: A training program will be developed and scheduled exclusively for the VFD and then
conducted to train identified VFD personnel on the use of VA software
VA shall:
a. Provide a Training Plan for training on all licensed software installed.
b. Provide training for all licensed software installed on a mutually agreed to schedule.
2.7 Task: FireRMS & Inform Live
Task Description: Once system testing is complete and acceptance is achieved, VA will certify that the system
is ready for operational use and assist the VFD in going "LIVE'.
2.8 Task: System Admin Training for FireMobile
Task Description: The VA project team will be responsible for building a set of test/training files and for
defining all production data files. The VA project team will then train and assist Agency staff in the entry of
agency -specific information such as code tables, unit identification, reporting area definition, etc.
VA shall:
a. Build a set of test/training files and define all production data files.
b. Review data forms provided to the Agency to complete for any data that VA will be entering.
c. Provide standard training sessions for Agency personnel on the entry of agency -specific data.
2.9 Task: End User Training for FireMobile
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Task Description: A training program will be developed and scheduled exclusively for the VFD and then
conducted to train identified VFD personnel on the use of FireMobile.
VA shall:
a. Provide a Training Plan for training on all licensed software installed.
b. Provide training for all licensed software installed on a mutually agreed to schedule.
2.10 Task: FireMobile Live
Task Description: Once system testing is complete and acceptance is achieved, VA will certify that the system
is ready for operational use and assist the VFD in going "LIVE".
Vernon Fire Department 3/10/2004
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Is
• 3. VFD RESPONSIBILITIES
The successful completion of the proposed effort depends on the commitment and participation of VFD
management and personnel. The responsibilities listed in this section are in addition to those Client
Responsibilities specified in the Agreement and are to be fulfilled in a timely manner and at no charge to VA.
3.1 Assign a VFD Project Director
The VFD will designate a Project Director, to whom all VA communications will be addressed. The
responsibilities of the VFD Project Director include:
1. Serve as the interface between the VA Project Team and all VFD departments participating in the
project. When the VA Project Manager has a request relating to the project that will need additional
approvals or actions from another participating department, the VA Project Manager will forward the
request to the VFD. Project Director. It will then be the responsibility of the VFD Project Director to take
the request forward to the appropriate party for resolution of the item.
2. With the VA Project Manager, administer Project Change Control in accordance with the Project Change
Control Procedures detailed in Section 4 of this Statement of Work. If a Project Change Request is
issued, the VA Project Manager will give the Project Change Request to the VFD Project Director. It will
then be the responsibility of the VFD Project Director to bring the Change Request forward to the
appropriate level within the VFD for approval or rejection of the Change Request.
3. Attend and participate in project status meetings.
4. Obtain and provide information, data, decisions and approvals, within ten (10) working days of VA's
requests unless the VFD and VA agree to an extended response time.
5. Resolve deviations from project plans that may be caused by the VFD.
6. Facilitate providing administrative support to VA while VA is working at the VFD including but not limited
to photocopying, overnight mailing of project materials, distribution of project documentation within the
VFD and general office support.
7. Help resolve and escalate project issues within the VFD agencies as necessary. This includes bringing
issues forward to VFD management.
3.2 Client Site Prep Responsibilities As Outlined in the Client Site Readiness Form
3.3 Provide Work Facility
The VFD will provide suitable office space, supplies, furniture and other facilities with telephone access for the
project team while working on the project. It is requested that the project team will be located in a contiguous
area and all necessary security badges and clearance will be provided for access to this area. A lockable four or
five drawer file cabinet will be provided to VA personnel in accordance with the VFD security procedures.
3.4 Training
A VA Software Training Specialist will train during standard office hours (8:00 am to 5:00 pm) unless specified
otherwise in this Statement of Work, not to exceed 8 hours per day. Any training that is other specified outside
the standard 8:00 am to 5:00 pm working hours will be billed at a rate of time and a half per day. In the event
that weekend days are utilized for training, each day used will be counted as two days. VA requires at least a 3-
Vernon Fire Department 3/10/2004
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week notice for all rescheduling requests and cancellations. If a cancellation occurs within 3-weeks of the
scheduled training, the VFD will be required to pay for airfare and used/unused travel expenses incurred.
The VFD shall:
a. Assign one training coordinator, designated at project initiation, who will work with VA's team to assist with
the delivery of required training.
b. Designate and assign personnel to receive training in groups not to exceed the maximum class size of
fifteen (15).
C. Develop and enter all agency -specific input data that is to be entered manually.
d. The VFD will provide the necessary classrooms, facilities, materials, copies of documentation, networks and
lines to data terminals, personal computers and PC operating system software, and related equipment to
support training classes. This includes one full -function workstation per student, one full -function
workstation for the instructor, an LCD, a projection screen, a whiteboard and connectivity to the server.
e. Provide sufficient copies of the documentation supplied by VA to support all students in the training classes.
f. Ensure that appropriate training personnel are available to actively participate in the scheduled training
programs.
3.5 System Implementation
The VFD shall schedule and provide the necessary resources as described herein, to include personnel,
equipment and facilities, in a timely manner in order to ensure that the project schedule is adhered to. VFD shall
place the software into production and begin operational use in consultation with VA and in accordance with the
project schedule.
Vernon Fire Department 3/10/2004
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4. Project Change Control Procedure
The following is the detailed process to be followed for changes to this SOW. Either party may request changes
to the SOW at any time. Since a change could affect the price, schedule, or other terms of the Agreement for
this SOW, both the VA Project Manager and the VFD Project Director must approve each change prior to
amending the SOW and implementing the change.
This procedure will be used by the VFD and VA to control changes to this SOW and changes to any previously
approved deliverables:
A Project Change Request (PCR) will be the vehicle for communicating change. All PCRs will be submitted
in writing by the originator. The PCR must describe the change, the rationale for the change, and the effect
the change will have on the project.
The VFD Project DirectorNA Project Manager, as appropriate, will review the proposed change. It is then
accepted or rejected for submission to the other party. If rejected, the PCR is returned to the originator,
along with the reason for the rejection. As part of its initial review of a PCR, VA will estimate the number of
hours required to investigate the PCR.
The VFD Project Director and VA Project Manager will review the proposed change and approve it for
investigation or reject it. Approval of a PCR for investigation by both parties constitutes authorization by the
VFD for VA to investigate the PCR and approval. for the investigation charges. The investigation will
determine the effect that the implementation of the PCR will have on price, schedule and/or other terms and
conditions of the Agreement.
The PCR will then be approved or disapproved for implementation. A written Change Order must be signed
by both parties to authorize implementation of the approved PCR.
Vernon Fire Department 3/10/2004
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5. Guidelines For Deliverable Materials
This section contains descriptions of the deliverable materials. A copy of each will be furnished to the VFD as
part of the effort defined in this Statement of Work, unless other quantities are specified in this Statement of
Work.
5.1 Monthly Status Reports
Purpose: VA will provide Monthly Status Reports advising the VFD Project Director of the progress and status of
VA activities. Significant accomplishments, milestones, and problems will be identified.
Content: The Report will consist of the following:
1. Project Status
2. Accomplishments during the Reporting Period
3. Deliverable Status
4. Schedule Status
5. Action Item Status
6. Issues
7. Contract Change Authorizations
Media: Reports to be delivered in Microsoft Word format.
5.2 Project Schedule
Purpose: VA will provide an updated Project Schedule with its Monthly Status Reports advising the VFD Project
Director of the progress and status of VA activities.
Content: The Project Schedule will consist of the following:
1. Major Tasks
2. Task Responsibility
3. Task Duration
4. Major Milestones
5. Tasks Completed
6. Tasks in Progress
Media: The Project Schedule will be delivered in Microsoft Project format.
Media: One copy will be delivered to the VFD in Microsoft Word format.
5.3 FireRMS, FireMobile Documentation
Purpose: VA will provide user manuals and Installation Guides for the VA systems installed.
Content: The materials include the following sections:
❑ Table of Contents
0 Product Overview
❑ Basics and Essentials
❑ Subsystem Functions
0 Index
Media: One copy each will be delivered to the VFD in hardcopy and softcopy format. The softcopy will be in
Adobe Acrobat PDF format.
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6. Approval Plan
6.1 Purpose
The purpose of the Approval Plan is to document the approval process and the appropriate approval level(s) for
documents requiring approval. Those documents that require approvals/concurrence will state, in the document,
that written approval/concurrence is required.
6.2 Distribution and Approval Time Cycle
The VFD Project Director is responsible for notifying the VA Project Manager in writing of acceptance or rejection
of each document within ten (10) business days of receipt. If written response is not received within ten (10)
business days, the VFD's acceptance is automatically assumed. Approved documents are returned to the VA
Project Manager. For paper documents, the VA Project Manager will retain the original copy and will provide an
unbound copy suitable for reproduction. For source code, the VA Project Manager will retain a machine-
readable copy of the code and provide the VFD with the same.
Should the VFD find any document unacceptable, specific reasons must be provided in writing to the VA Project
Manager. Corrective measures can then be assessed and revisions or modifications may be made to provide
acceptable documents within a mutually satisfactory time frame.
Status Reports are not subject to approval.
Vernon Fire Department 3/10/2004
Page 10
ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT
`City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Effective Date: Beginning the day on which CLIENT first uses each major module of the
Licensed Software operationally ("Goes Live").
This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") (incorporated in to the Software License
Agreement of , 2004 as Attachment D) is entered into by and between the City of Vernon, a municipal
corporation, (hereinafter "CLIENT") and VISIONAIR INC., a North Carolina based company with offices located at
5601 Barbados Blvd., Post Office Box 9000, Castle Hayne, North Carolina 28429-9000 (hereinafter "VISIONAIR").
VISIONAIR shall perform maintenance services on the Licensed Software and CLIENT 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 Quotation (Attachment B to the Software License Agreement), as such may hereafter be
supplemented and as such Licensed Software may hereafter be updated with improvements, enhancements and
modifications furnished to CLIENT by VISIONAIR.
1. Term. This agreement shall become effective on the date shown above (hereinafter "Effective Date"), and,
unless sooner terminated as hereinafter provided, shall remain in full force and effect for an initial term of (1) one
year from such date (hereinafter "Initial Term").
2. Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall be automatically extended on a
year-to-year basis (herein after "Renewal term") unless sixty (60) days prior to the expiration date of the Initial
Term, or 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 Quotation incorporated in to the Software License
Agreement as Attachment B (hereinafter "Quotation"), VISIONAIR shall utilize Virtual Private Network and/or
dedicated telephone dialup to provide Maintenance Service for the term of this Agreement. VISIONAIR will only
support the use of Microsoft and Cisco Virtual Private Network protocols and NetOp remote Control software for
dedicated phone dialup. 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:
(a) Unlimited Telephone Support for the Licensed Software, utilizing an 800 line provided by VISIONAIR. During
the Initial Term, this telephone support will be available during the hours specified in the Quote.
(b) Initial fact-finding (Tier 1) support for 3"d party software embedded or used in conjunction with the application
software.
(c) Correction of documented malfunctions ("bugs") in the application software.
(d) Assistance in installing updates and new releases of the Licensed Software on the CLIENT's servers.
(e) Processing CLIENT's request for changes to the Software. A VISIONAIR Product Manager will define the
CLIENT's request and submit it for consideration in future releases of the Software.
(f) Support to Client while Client is backing up its data.
Client Service personnel are available to answer questions related to the Software and to provide solution or
workaround for issues within the Software. If an issue is defined as a defect, Client Service will escalate the issue
for resolution and provide the correction when available. A "defect" is defined as an error in the code of the
Licensed Software which prevents a Module from operating in accordance with the Documentation in any material
respect.
February 25, 2004 ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT Pagel U3
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
("Billable Call Rate") from 8:00 am to 5:00 pm PST. The rate for service after 5:00 pm and before 8:00 am PST is
$200.00 per hour. All billable service calls will have a minimum charge of two hours. Billable service will be
provided upon receipt of a Purchase Order, letter of authorization or credit card information.
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. CLIENT is responsible to maintain a proper set of data backups in the
event that it becomes necessary to recover from a disaster.
(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 5.
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 shall utilize Virtual Private Network and/or telephone dialup 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 made available
to the CLIENT on standard electronic media (CD-ROM), remote access through Virtual Private Network,
dedicated telephone dialup or Website download.
8. Charges to CLIENTs:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are set forth in the
Quotation (Attachment B to the Software License Agreement).
(b) Charges for Billable Call Maintenance: The hourly rate is as provided in Section 5.
(c) Charges for Travel: Upon prior written authorization, CLIENT shall pay for travel time and travel expense in
connection with Billable Call Maintenance. Travel time will be charged to the CLIENT 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 CLIENT 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 120 days prior to the expiration of the Initial Term or any Renewal 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. CLIENT may terminate this
Agreement within sixty (60) days after receipt of the first invoice with changed charges by giving VISIONAIR sixty
(60) days written notice of its intention to terminate, and this agreement will terminate as of the date for termination
set forth in the CLIENT's notice to VISIONAIR or at the end of such sixty (60) day period, whichever last occurs.
10. Payment. VISIONAIR will invoice the CLIENT in advance for each term, Initial or Renewal, 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 or prior to the Effective Date. VISIONAIR will invoice
CLIENT for Billable Call Maintenance as incurred and CLIENT shall pay invoices for Covered Maintenance,
including any invoices outstanding on the Effective Date of this Agreement, on or prior to the commencement of
each 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.
February 25, 2004 ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT Page 2 of 3
12. Limitation of Liability. VISIONAIR SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED, UNLESS SUCH
DAMAGES ARE CAUSED BY THE NEGLIGENT OR INTENTIONALLY TORTIOUS ACT OR OMISSION OF
VISIONAIR, ITS EMPLOYEES OR REPRESENTATIVES. IN NO CASE, HOWEVER, SHALL VISIONAIR BE
HELD LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES.
13. Hardware and Network Upgrades. CLIENT 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. CLIENT also acknowledges that VISIONAIR develops its Network Hardware
Specification Document based upon all of the third party product information available at the time of publication.
Therefore, with respect to third party hardware and software, CLIENT 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. VISIONAIR develops the Network Hardware Specification document considering that no other
software application will be installed. Additional hardware specifications should be considered if the CLIENT
intends to run other applications. Additionally, the accumulation of data in CLIENT's database over a period of
time may require expanding the capacity of hard drives and memory of the system servers and workstations in
order to maintain performance at response times acceptable to the CLIENT. Subject to all of the affirmative duties
and obligations of VISIONAIR under this Software Maintenance Agreement, it is the CLIENT's sole responsibility
to maintain the 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 CLIENT is in default due to non-payment, and after VISIONAIR has given
CLIENT written notice and such default is not cured after 15 days then VISIONAIR may terminate this agreement
at anytime upon written notice to CLIENT.
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 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 CLIENT at any time.
VISIONAIR, INC.
Signature:
Name: 9441Yu.i�b
Title: VIP t3v SI M045 o�Vt'� o�sst NT
Date:rl
CITY OF VERNON
Signature: '
Name: onis C. Malburg
Title: Mayor
Date:
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS OF RM:
ERIC T. FRESC , City Attorney
February 25, 2004 ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT Page 3 of 3
December 1" , 2003 is
Revision # 17 (BC)
E
•
All application server configurations are configured based on technology that is current today; they do not reflect the
exact requirements of your agency. If you have existing servers you would like to utilize/upgrade or if you would like
to have a more detailed configuration based on your business needs please contact our Sales Engineer Bob Craig at
910-675-9117 or email your question to bobc@visionair.com.
ACTIVE DIRECTORY SERVER
Security/User Manager, DHCP, DNS/WINS. RAS 10/100 Ethernet Card, 1.44 FD, MS Mouse, Keyboard, CD-
ROM Drive, external 56k Modem, Tape Backup Drive w/SCSI Adapter (one for entire network), Windows 2000
Server w/SP4 or Windows 2003.
1 -100 Users
XEON PROCESSOR — 512kb Cache, 512mb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
101 — 500 Users
(2) XEON PROCESSOR(S) —1 mb Cache, 1 gb Ram
(4) 18gb SCSI HD (Raid1+0) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
501 + Users
(2) XEON PROCESSOR(S) — 2mb Cache, 2gb Ram
(4) 18gb SCSI HD (Raid1+0) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
TERMINAL SERVER / CITRIX SERVER
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP 4 or Windows 2003
with Citrix Metaframe. ***Citrix Server cannot be a Domain Controller***
1-20 users
(1) XEON PROCESSOR(S) — 2mb Cache, 1 gb Ram
(2)18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Terminal Server CALS
Citrix CALS
SCSI Raid Controller — Cache Fully Populated
21-50 users
(2) XEON PROCESSOR(S) — 2mb Cache, 2gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Terminal Server CALS
Citrix CALS
SCSI Raid Controller — Cache Fully Populated
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December 1" , 2003
Revision # 17 (BC)
0
51-100 users
(4) XEON PROCESSOR(S) — 2mb Cache, 4gb Ram
(2)18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Terminal Server CALS
Citrix CALS
SCSI Raid Controller — Cache Fully Populated
Citrix Base rule, 25 active users per XEON 2mb cache PROCESSOR with 1gig base memory
CAD SERVERS
Network Card, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP4, SQL Server 7.0
w/SP4
1-5 CAD Clients (Dispatch or Call Taker)
(2) XEON PROCESSOR(S) —1 mb Cache 1 gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4)18gb SCSI HD (Raid1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
5-20 Clients (Dispatch or Call Taker)
(2) XEON PROCESSOR(S) — 2mb Cache, 2gb. Ram (Option: Quad processor, 2gb Ram)
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2)18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4)18gb SCSI HD (Raid1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
20+ Clients (Dispatch or Call Taker)
(4) XEON PROCESSOR(S) — 2mb Cache, 4gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2)18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Independent HD Cage 1/0 channel
(4) 36gb SCSI HD (Raid1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
*Note: Please review Diagram on Split Channel SQL Servers for CAD & RMS configurations.
Raid Configurations can vary depending on external storage, Clustering or SAN configurations
CAD Workstations
P4 2.XGHZ - 256kb cache, 256mb Ram 20GIG HD
*** If state interfaces or 3'd party client software is to be installed then more memory is required.
Intel Pro Nic, Windows 2000 Professional w/SP2 & Appropriate Client Access License, Dual 17' Monitors.
Dual Video Graphics card — Any Microsoft (HCL) supported dual video displays controllers.
Page - 2
December 1" , 2003 i
Revision # 17 (BC)
•
Pro QA 3.3 (EMS) - WWW.MEDICALPRIORITY.COM Medical Priority Consultants 1-800-363-9127
MapObject 2.0 — WWW.ESRI.COM, Environment Systems Research Institute 1- 800-447-9778
RMS / JAIL / FIRE / EMS Servers
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP3, SQL Server 7.0
w/SP3
FIRE and EMS must reside on a different server than RMS and JAIL ***
1-10 Clients
(1) XEON PROCESSOR —1 mb Cache 1 gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid. HD Cage 1/0 channel
(2)18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4)18gb SCSI HD (Raid1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
10-50 Clients
(2) XEON PROCESSOR(S) — 2mb Cache, 2gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2)18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4)18gb SCSI HD (Raid1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
50-100 Clients
(4) XEON PROCESSOR(S) — 2mb Cache, 4gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (OS)15k rpm, Internal Raid HD Cage 1/0 channel
(2)18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4) 36gb SCSI HD (Raid1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
*Note: Please review Diagram on Split Channel SQL Servers for CAD & RMS configurations
Raid Configurations can vary depending on external storage, SAN configurations.
RMS/Fire/Jail Workstations
P4 2.XGHZ - 256kb cache, 256mb Ram, 20gb HD
*** If state interfaces or 3rd party client software is to be installed then more memory is required.
15" Monitors
Intel. Pro Nic, Windows 2000 Professional w/SP2 & Appropriate Client Access License
Visio 2000 (DMV Sketch)
Adobe Acrobat 4.0 (Templates)
Snappy 4.0 (Imaging)
Page - 3
December V' 2003 a
Revision # 17 (BC)
0
GEO / MNHS SERVERS
Network Card, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive
Windows 2000 Server w/SP4
XEON PROCESSOR — 512kb Cache, 1gb Ram
(6) 18gb SCSI HD (Raid5) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
*Note: Drive Storage dependent on amount of Legacy Data and Geo Information.
18 / 36 / 72 gig drive variations are available.
INFORM / NetCrime Server
Network Card, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP4, MS SQL Server
Software 7.0 w/SP4
*** The SQL Server can reside on the same server as RMS and JAIL ***
XEON PROCESSOR - 512kb cache, 512mb Ram
(2) 18gb SCSI HD (Raidl) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
Bar Coding Equipment
American Micro Systems
PSC Topgun Handheld PDT with scanner
Zebra printers: desktop and mobile
Symbol Barcode Scanners and handhelds
Handheld Products Barcode Scanners
Kent B. Bandy
kentbbandy@aol.com
www.texasbarcode.com
Printers
HP LaserJet, PCL
Any Laser printer on the Microsoft Hardware Compatibility List (HCL)
Page - 4
December 1", 2003 •
Revision # 17 (BC)
` Message Switch / NCIC Gateway / IFORCE Server
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP2
Note: SNA / SDLC Adaptor required for States that require LU6.2 or LU2 terminal sessions.
MicroGate SDLC for MS SNA 1-512-343-9046 Part # 172113
XEON PROCESSOR - 512kb cache, 512mb Ram
(2) 18gb SCSI HD (Raidl) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
VisionCONNECT/Biztalk
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP2
(1) XEON 1 GB Ram
(2) 36gb SCSI HD (Raidl) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
Mobile laptops
128mb Ram, 4gb HD, 8mb video adapter, 1.44 FD, CD-ROM Drive or Zip Drive USB flash card.
If 3rd party client software is to be installed then more memory is required.
Windows 2000 Professional w/SP2 or Windows NT Workstation 4.0 w/SP6 & Server Access License or Server
Cal
(Force
Pagers
Research in Motion — WWW.RfM.NET
RIM Pagers — 950 4MB w/Cradle
PocketPC
64 MB RAM, Pocket PC 2002, type II slot or sleeve, CF cards slot (for enforma cf modem), active synch. CDPD
modem must be Sierra Wireless 300 for CE only.
HP Jomado 500 series
Cassiopeia E 200
Compaq 3700/3800
Symbol PPT2800
Page - 5
December 1" , 2003 •
Revision # 17 (BQ
Standalone SQL
Operating Split Channel Multi Array
System Disk
Array
Dual Channel Raid
Controller
NIC 1
Split Backplane Channel1 Split Backplane Channel 2
HD HD HD HD N
N
N
HD
'hog/ SQL Data
TembDB
100mb
O 000000 00
Ethernet Switch
Page - 6
December 1", 2003
Revision # 17 (BQ
OS Raid1 Te�
Fibre Channel PCI r
Host Bus Adapter
Fibre Channel PCI
Host Bus Adapter
NIC 2
NIC 1
Microsoft Cluster Example
Fully Fault Tolerant
Shared Storage
HD HD HD FD N
N
N
HD HD HD
SOL Tlog SOL Data
Fibre Channel
Fibre
—, Fibre Channel
Shared Storage
HD HD HD HD HD HD HD HD HD HD
SQL Tlog SOL Data
100mb
O 000000 00
Ethernet Switch
Page - 7
100mb
RTM
OS Raid1 Tempdb
Fibre Channel PCI
'�► Host Bus Adapter
Fibre Channel PCI
Host Bus Adapter
NIC 2
NIC 1
December I" , 2003
Revision # 17 (BQ
•
0
OS Raid1 Tempdb
Fibre Channel PCI
Host Bus Adapter
Fibre Channel PCI
Host Bus Adapter
NIC 2
NIC 1
Microsoft Cluster Example
Fully Fault Tolerant
Shared Storage
HD HD HD HD HD HD HD HD HD HD
SQL Tlog SQL Data
Fibre Channel OS Raid1 Tempdb
Fibre Channel PCI
Host Bus Adapter
Fibre Channel PCI
Fibre Fibre Channel Fibre Host Bus Adapter
Shared Storage
HD FD HD HD HD HD HD HD HD HD
SQL Tlog SQL Data
100mb I I 100mb
000000 00
Ethernet Switch
0TM
Page - 7
NIC 2
NIC 1
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) 826-1438
April 1, 2004
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
ERIC T. FRESCH
City Attorney
FAX: (323) 826-1491
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
Visionair, Inc.
5601 Barbados Blvd.
P.O. Box 9000
Castle Hayne, North Carolina 28429-9000
Attn: Scott Garris, Manager of Contract Administration
Re: Software License Agreement
Dear Mr. Garris:
KENNETH J. DeDARIO
Director of Light & Power
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
Transmitted herewith is a duplicate original of the above referenced
agreement approved by the Vernon City Council on March 24, 2004.
If you have any questions regarding this matter, please call Mrs.
Dolores Jaunzemis at (323) 583-8811 ext. 234.
j" Very truly yours,
llyk
on
Assistant to the Chief Deputy City Clerk
NG/gm
CC: Fire Department
Dolores Jaunzemis
Resolution No. 8389
Agreement No. 04-028
Software License Agreement
THIS AGREEMENT is made, entered into and executed in duplicate originals, either
copy of which may be considered and used. as an original hereof for all purposes, as of
the Effective Date as. defined herein between. VISIONAIR INC. (hereinafter referred to
as "OWNER") with its principal place of business at 5601 BARBADOS BLVD., PO BOX
9000, CASTLE HAYNE, NORTH CAROLINA, 28429-9000, and CITY OF VERNON, a
municipal corporation, (herein referred to. as "CLIENT") with its principal place of
business at 4305 SANTA FE AVENUE, VERNON, CA 90058._
WHEREAS, CLIENT desires to obtain from OWNER, and OWNER desires to grant
CLIENT, a perpetual, nontransferable, nonassignable license to use the Licensed
Software described herein, for its In-house Use, upon payment of the License Fee.
Payment of the. License Fee is solely for the right to use the Licensed Software
pursuant to the terms and conditions on the face and attached addenda of this
Agreement and does not constitute the purchase of the Licensed. Software or of any
title thereto.
WHEREAS, this Agreement includes and incorporates the following attachments:
Attachment "A": Payment Schedule
Attachment "B Itemized Quote
Attachment "C: _ Statement of Work
Attachment "D": Software Service Agreement
Attachment "E Network Hardware Specifications
WHEREAS, use. of the Licensed Software is restricted to: City of Vernon, Fire
Department
CITY OF VERNON
Site Location (complete. address): _ 4305 Santa Fe Avenue, Vernon, CA 90058, all
fire stations and all fire mobile units
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the
parties hereto agree as follows:
1. DEFINITIONS
February 25, 2004 Software License Agreement Page 1 of 12
1.1 "OWNER" or "VisionAIR" means VisionAIR Inc., a North Carolina. corporation
with a principal place of business at 5601. Barbados Blvd., P.O. Box 9000, Castle
Hayne, North Carolina, 28429-9000.
1.2 "CLIENT". means the City of Vernon, a municipal corporation, with its principal
place of business at 4305 Santa Fe Avenue, Vernon, CA 90058.
1.3 "Effective. Date" is the last date of signature by a party as set forth below.
1.4 "Software means a set of instructions consisting of symbolic languages,
processes and logic routines in machine executable form used in the operation of
computer equipment applied to the performance of specific tasks.
1.5 "Licensed Software" means the Software, including any Updates or part(s)
thereof, listed on Attachment B (Itemized Quote) and Attachment C (Statement of
Work).
1.6 "Eligible Computer System". means a designated computer with the Operating
System/Programming Language as stated on Attachment C (Statement of Work).
1.7 "Use means copying of all or any portion of the Licensed Software from storage
units or media. into a computer or using any software in the course of computer
operation.
1.8 "In-house". means used only for administrative purposes of the. CLIENT, which
purposes shall include use in any CLIENT -owned, leased, or other specifically
designated CLIENT facilities.
1.9 "Trade Secret" or "Confidential Information" means any business, technical, or
other information disclosed by a party which, at the time of disclosure, (a) derives
independent economic value, actual. or potential, from not being generally known to,
and not being readily ascertainable by proper means by other persons who can obtain
economic value from. its. disclosure or use; and (b) is the subject of efforts that are.
reasonable under the circumstances to maintain secrecy.
1.10 "DP Professional" shall mean any individual or business which supplies others
with computer equipment, software, or professional advice regarding such. Computer
manufacturers, dealers, distributors, retail stores, original equipment manufacturers
("OEMs"), independent sales organizations. ("ISOs"), system integrators,. software
houses, and data processing consultants are examples of DP Professionals.
1.11 "Documentation" means all printed or electronic documentation which OWNER
customarily provides or makes available. with the. Licensed Software. The. parties agree
that "Documentation" includes all Updates of such documentation and. specifically
includes one (1). user's manual, which details the features and functionalities of the
Licensed Software.
February 25, 2004 Software License Agreement Page 2 of 12
1.12 "Update" means (a) any published revision or correction to the Documentation;
and (b) any correction, enhancement, replacement, evolution, or new release (including
beta versions) of the Licensed Software, except for those designated as new products
for which OWNER charges separately.
1.13 "Software. Services" means the services which OWNER provides to CLIENT
pursuant to the terms and conditions set forth in Attachment D (Software Service
Agreement) attached hereto._
1.14 "License Fee" means the total price of $65,150.00.
2. TITLE AND OWNERSHIP
2.1 The Licensed Software, including original and any copies thereof, in whole or in
part, whether said original and copies are made. by OWNER or CLIENT or anyone else
and all copyright, patent and trade secret and other intellectual and proprietary rights
therein are and remain the property of OWNER.
2.2 CLIENT has been advised by OWNER that aspects of the Licensed. Software are.
OWNER trade secrets. These may include, but are not limited to, the following:
system design, modular program structure, system logic flow, file layout, video and
report formats, coding techniques, and routines, file handling and special search
techniques, video screen data entry handling and report and/or forms generation.
2.3 CLIENT agrees to include on any copies made of the Licensed Software the.
same notices of OWNER's ownership interests. that appear on the original.
3. SCOPE OF AUTHORIZED USE
3.1 For the License Fee, plus charges which are due and payable in accordance
with Attachment A (Payment Schedule), OWNER shall furnish CLIENT with one (1)
copy of the Licensed Software, including Documentation. OWNER shall similarly
furnish any Updates it may produce as soon. as they become commercially available,
and Updates shall be furnished so long as a Software Service Agreement is in effect.
3.2 CLIENT is granted a perpetual, nontransferable, nonassignable license to use
the Licensed Software for CLIENT's In-house Use.. CLIENT shall not have the right to
sublicense the. Licensed Software in any manner.
3.3 CLIENT shall not assign or otherwise. transfer this License or the Licensed
Software or any part thereof, by operation of law or otherwise, directly or indirectly,
including, but not limited to, transfers to any joint venture or combination arrangements
with any other person or entity.
February 25, 2004 Software License Agreement Page 3 of 12
3.4 CLIENT understands and agrees that it shall not use. the Licensed Software
in any other city or at any other site location, except those designated herein, without
prior written authorization from OWNER or Licensed Software that is used by the
Client's mobile units outside its jurisdiction. This paragraph shall not prohibit the use of
the Licensed. Software for the purpose of facilitating the. Client's use of a Regional
Mobile. Data System operated by another law enforcement, fire protection or emergency
response agency.
4. WARRANTY AND LIMITATION OF LIABILITY
4.1. CLIENT ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS OF SUCH
COMPLEXITY THAT IT MAY CONTAIN INHERENT DEFECTS, AND AGREES THAT
AS OWNER'S LIABILITY AND AS CLIENT'S SOLE REMEDY, UNLESS OTHERWISE
SPECIFIED IN THIS WARRANTY SECTION, OWNER WILL PROVIDE ALL
COMMERCIALLY REASONABLE PROGRAMMING. SERVICES TO. CORRECT
DOCUMENTED CODE ERRORS WHICH DIAGNOSIS INDICATES WERE CAUSED
BY A DEFECT IN AN UNALTERED VERSION OF THE DELIVERED LICENSED
SOFTWARE. THIS REMEDY APPLIES TO "CODE ERRORS" ONLY AND DOES NOT
INCLUDE ADDITIONAL FEATURES OR CUSTOMIZATION AGREED TO BY THE
PARTIES. This nontransferable warranty is valid for a period of one. (1) year, beginning
on the date that the Licensed Software is first used operationally by the CLIENT.
4.2 THE WARRANTIES CONTAINED IN THIS SECTION CONSTITUTE THE ONLY
WARRANTIES MADE. BY OWNER WITH RESPECT TO THIS AGREEMENT. SUCH
WARRANTIES ARE IN LIEU OF, AND CLIENT HEREBY WAIVES, ALL OTHER
WARRANTIES OR GUARANTEES OF OWNER, WHETHER EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO
THE QUALITY, ACCURACY, OR FREEDOM. FROM ERROR OF OPERATION, USE,
AND FUNCTION OF THE LICENSED SOFTWARE.
4.3 OWNER agrees to indemnify and hold the CLIENT harmless from any and all
costs, losses, damages, or expenses, including reasonable attorney's fees and court
costs and the reasonable value of staff attorney's services, for personal injury, tangible
property damage and other damages suffered by the CLIENT, its employees or third
parties, not party to this Agreement, which arise out of the negligent act or omission of
OWNER including but not limited to, the negligent design, manufacture, installation, or
servicing of any part of the. Licensed Software..
4.4_ _ Except for the indemnification provisions. of this Article, claims arising from either
party's breach of its. confidentiality obligations,. and. claims for bodily injury or tangible
property damage caused by the fault of either party, OWNER's and CLIENT's liability
for damages under this Agreement, whether arising in contract, tort, or otherwise, even
if the breaching party has been advised of the. possibility of such damages, shall not
February 25, 2004 Software License Agreement Page 4 of 12
exceed the amount to. be paid by CLIENT to OWNER herein. IN NO EVENT SHALL
ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES EVEN IF THE BREACHING PARTY HAS. BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
4.5 For the duration of the warranty period, OWNER will maintain and support the
Licensed Software, which includes all features. and functionality described in the
Documentation.
4.6 OWNER further represents and warrants that the Licensed Software shall
process dates prior to and after January 1, 2000, with. no adverse impact on the
functionality of the Licensed Software or the accuracy of any reports. This date
processing shall include, without limitation, internal date formats that have century
recognition, calculations that accommodate same -century and multi -century formulae
and date values, date interface values that reflect the century, and calculations that
accommodate the occurrence of leap years. Date calculations will work correctly. All
date -related calculations will recognize that dates containing years equal to or greater
than 2000 are later than dates in the 1900s. OWNER does not represent that the
Licensed Software will be compatible with non -OWNER defined formats or interfaces or
that other third party software will contain similar year 2000 capabilities.
4.7 Upon the execution of this Agreement by all parties, OWNER shall deliver the
Licensed Software to CLIENT within 14 days, except components of the Licensed
Software identified as under development under Section VII of Attachment C
(Statement of Work).. After delivery of the Licensed Software, the CLIENT, as a
properly licensed user, may begin installation. and training at any time.. OWNER does.
provide additional installation and training services for the Licensed Software and will
install and train the Licensed Software at CLIENT's request for the additional agreed
upon fees listed in. Attachment B (Itemized Quote).
4.8 CLIENT acknowledges that due to the dynamic nature of the. information
technology industry and frequent product replacements and/or upgrades developed
independently by third party vendors, OWNER has no control over the turnover of
product or obsolescence of technology of third party product.. CLIENT also
acknowledges that OWNER develops its Network Hardware Specifications based upon
all of the third party product information available to it. Therefore, with respect to third
party hardware and software, CLIENT shall retain the responsibility for the. costs of
purchase and installation of upgrades necessary to maintain the functionality of the
Licensed Software... Additionally, the accumulation of storage of records in CLIENT'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 CLIENT. Subject to all of the affirmative duties and obligations
of OWNER under Attachment D (Software Service. Agreement), it is. the CLIENT's sole
responsibility to maintain the operating system to ensure adequate response times.
February 25, 2004 Software License Agreement Page 5 of 12
4.9 OWNER represents and warrants that it has the authority to enter into this
Agreement and has obtained all rights and waivers necessary to grant the rights
granted hereunder. OWNER represents and warrants that the exercise of the rights
granted in this. Agreement does not infringe any third -party patent, copyright, trademark,
trade secret, or other intellectual property right._
4.10 OWNER shall defend and indemnify CLIENT against any and all claims brought
against CLIENT, and shall hold CLIENT harmless. from all corresponding damages,
liabilities, settlements, costs and expenses (including attorney's fees), arising out of any
claim that the exercise of any of the rights granted in this Agreement infringes any third -
party patent, copyright, trademark, trade secret, or other intellectual property right.
CLIENT shall give OWNER prompt notice of, and authority to defend or settle, any such.
claim and shall give, at OWNER's expense, reasonable information and assistance..
4.11 When. notified of an action or motion that seeks to restrict the exercise of any of
the rights granted herein, OWNER may, (and in. the case of a judgment, order, or
injunction that restricts the. exercise of any of the rights granted herein, shall), at its
option and expense, (a) obtain the right for CLIENT to exercise its rights. in accordance
with this Agreement, (b) substitute other non -infringing software with equivalent
functional capabilities, or, (c) modify the Licensed Software, while retaining equivalent
functional capabilities, so that it no longer infringes.
4.12 OWNER shall have no liability to CLIENT under this Section in the event
infringement of any third -party patent, copyright, trademark, trade secret or other
intellectual property right arises solely from (a) components of a CLIENT product or
system not derived from Licensed Software, (b) compliance with CLIENT's specific
designs, specifications, or written instructions, (c) modification by CLIENT of Licensed
Software, or (d) the combination of Licensed Software with equipment or software not
authorized or provided by OWNER or otherwise approved by OWNER other than
Licensed Software designed by OWNER to work with certain commercial hardware or
other commercially available software.
4.13 If OWNER is unable,. within 1 year, to repair or replace any product or service
listed on Attachment "B" to a condition as warranted, the CLIENT shall be entitled to a
refund of the purchase price upon return of the Licensed Software to OWNER..
4.14 OWNER warrants that the maintenance and support service hereunder shall.
permit the CLIENT to be provided with a complete and usable system for its. Fire
Department.
5. CONFIDENTIALITY/NONDISCLOSURE
5.1 Any Confidential. Information received by a party shall be retained in confidence
and shall be used, disclosed, and copied. solely for the purposes of, and in accordance
with, this Agreement. The receiving party shall use the same degree. of care as it uses
February 25, 2004 Software License Agreement Page 6 of 12
to protect its own confidential information of a similar nature, but no less than
reasonable care, to prevent the unauthorized use, disclosure, or publication of the
Confidential Information...
5.2 CLIENT shall take. all reasonable. steps to. keep the Licensed Software under
adequate security to ensure that no unauthorized access, copies, or use is made
thereof, and CLIENT agrees to notify OWNER immediately of the existence of
circumstances surrounding any unauthorized knowledge, possession, or use of the.
Licensed Software.
5.3. OWNER shall take all reasonable steps to keep CLIENT records. (including
records referenced by statutory laws relating to privacy and confidentiality that currently
exist or may hereafter be amended or changed) under adequate security to ensure that
no unauthorized access, copies, or use is made thereof, and OWNER agrees to notify
CLIENT immediately of the existence of circumstances surrounding any unauthorized
knowledge, possession, or use of CLIENT Records..
5.4 No party shall be bound by obligations restricting disclosure and use set forth in
this Agreement with respect to Confidential. Information, or any part thereof, which (a)
was. known- by the receiving party prior to disclosure; (b) was lawfully in the public
domain prior to its disclosure, or becomes publicly available other than through a
breach of this Agreement; (c) was disclosed to. the receiving party by a third party
provided such third party,. or any other party from whom such third party receives such
information, is not in breach of any confidentiality obligation in respect of such
information; (d) is independently developed by the receiving party; or (e) is disclosed
when such disclosure is. compelled pursuant to legal, judicial, or administrative
proceedings', or otherwise. required by law, subject, to the receiving party using
reasonable efforts to provide prior notice to the disclosing party to allow it to seek
protective or other court orders. OWNER expressly acknowledges that CLIENT's
status as a municipality does not, in and of itself, automatically inject or render any
information it possesses or has accumulated into or a part of the public domain..
5.5 In the event that OWNER should terminate this contract of service and fails
and/or refuses to offer support and maintenance service for the software. mentioned
herein to the CLIENT while OWNER offers such service to other units of government,
or OWNER shall fail and/or refuse to offer support and maintenance service for the.
software herein to the CITY whether for reasons of bankruptcy, receivership,.
termination of business or for any other reason not herein mentioned, the CLIENT shall.
be entitled to receive. the source. code system documentation.
5.6 Access to CLIENT Confidential Information. The CLIENT may provide. OWNER
with, or allow OWNER access to, certain information not available to the public
concerning the CLIENT, or businesses located in the City of Vernon. The information
may include. sensitive fire information, company information or such other information.
All such information shall be stamped by CLIENT. as "Confidential Information" and may
not be used to circumvent the responsibility of either party to this Agreement.
February 25, 2004 Software License Agreement Page 7 of 12
5.7 No Disclosure of CLIENT Information. Except as expressly permitted, OWNER
shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether
orally or by any other means, any part of such Confidential Information to any other
person or entity, whether corporate, governmental, or individual, without the express
prior written consent of an authorized representative of the CLIENT. OWNER shall
return any written Confidential Information, and all copies made of such items, to the
CLIENT upon the CLIENT's written request, but in any event not later than the date. that
OWNER has performed all services to be performed pursuant to this Agreement.
OWNER hereby agrees that such Confidential Information and any documents. provided
may be used. by OWNER only as authorized by the CLIENT. OWNER shall take
reasonable measures to avoid any disclosure of any such Confidential Information to
any unauthorized person.
5.8 Court Ordered Disclosure of CLIENT Information. OWNER shall immediately
notify the CLIENT of any court order or subpoena requiring disclosure of Confidential
Information, and shall cooperate with CLIENT's legal counsel in responding to any such.
order or subpoena. OWNER may only disclose Confidential Information required to be
disclosed pursuant to court order or subpoena after legal counsel has exhausted. any
lawful and timely appeal or challenge.
5.9 In addition to any other remedies that it may have at law or in equity, the CLIENT
shall be entitled to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of the Confidential Information.
provisions of this Agreement. OWNER acknowledges that in case of such breach or
threatened breach of said provisions, the CLIENT would have no adequate remedy at
law.
6. TERMINATION
6.1 In the event of a material breach or default by the CLIENT or OWNER in the
performance of this Agreement, the aggrieved party shall. give written notice to the. other
party specifying the nature and extent of the breach. The party in breach or default shall
have thirty (30) days thereafter to cure any such curable breach or default. If such
breach or default is not cured within said thirty (30) day period, the termination of this
Agreement shall become effective on the forty fifth (45) day following said written
notice.
6.2 The provisions of Sections 1 (Definitions),. 4. (Warranty and Limitation of Liability),
5 (Confidentiality / Nondisclosure), 6 (Termination),. 7 (Taxes), 9.1, 9.2, 9.4, 9.6, 9.7,
9.8, and 9.10 shall survive any termination.
6.3 In the event that this. Agreement is terminated, each party shall forthwith. return to
the other party all papers, materials, and other properties of the other party then in its
possession.
February 25, 2004 Software License Agreement Page 8 of 12
7. TAXES
7.1 CLIENT shall pay any and all taxes arising from or based upon the. License Fee,
this Agreement or CLIENT's future use of the Licensed Software, other than income
taxes properly owed by OWNER.
7.2 CLIENT shall not deduct from payments. to OWNER any amounts paid or
payable to third parties,. customs, duties, or taxes, however designated.
8. ACCEPTANCE TESTING
8.1 OWNER agrees that the Licensed Software and any equipment OWNER
provides pursuant to this Agreement shall meet the standard of performance specified
in OWNER's documentation before such items are accepted by the CLIENT.
OWNER's documentation are hereby incorporated by this reference as though set forth
at length herein.
8.2 An "acceptance performance period" shall begin on the date on which OWNER
installs the. Licensed. Software and any equipment it provides pursuant to this
Agreement, and end when such items have operated in conformance with OWNER's
documentation, under OWNER's standard test procedures for a period of thirty (30)
consecutive calendar days. If any such Licensed Software or equipment fails to
operate in conformance with OWNER's documentation during the acceptance
performance period, OWNER shall take whatever steps are necessary in order to
address such operation. problems. Thereafter, the acceptance performance period for
the problem Licensed. Software and/or equipment, shall begin anew.
9. GENERAL
9.1 This Agreement, together with all appendices or other attachments referenced
herein, contains the entire agreement and understanding by and between the CLIENT
and OWNER with. respect to this project. The parties hereto acknowledge that each has
read this Agreement, understands it, and agrees to be bound by its terms. No
representations, promises, agreements, or understandings, whether written or oral,
relating to this agreement and. not contained or referenced herein, shall be of any force
or effect. The parties further agree that this Agreement shall not be modified, except by
a written agreement signed on behalf of both parties by their respective duly authorized
representatives.
9.2 If either party is required to engage in any proceedings, legal or otherwise to
enforce its rights under this. Agreement, the prevailing party shall be entitled to recover
from the other, in addition to any other sums due, the reasonable attorneys fees, costs
and necessary disbursements involved in said proceedings.
February 25, 2004 Software License Agreement Page 9 of 12
9.3 OWNER is hereby authorized to make reasonable inquiries, with CLIENT's
cooperation, concerning. CLIENT's compliance with this Agreement.
9.4 If CLIENT breaches. any of its obligations with respect to limited use or
confidentiality of the Licensed Software, OWNER shall be entitled to equitable relief to
protect its interest thereto, including, but not limited to, injunctive relief.
9.5 OWNER shall not be. liable for delays in any of its performance hereunder due. to
causes. beyond its reasonable control including, but not limited to, acts of God or labor
disturbances.
9.6 If any term(s), provisions(s), or condition(s) of this. Agreement is held by a. court
of competent jurisdiction. to. be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and in. no way be affected, impaired,. or
invalidated.
9.7 This Agreement shall be governed by the laws. of the. State of California. All
claims concerning the. validity, interpretation, or performance of any of its terms and
provisions, or any of the. rights or obligations of the parties hereto, shall be instituted
and prosecuted in Los Angeles, California.
9.8 This Agreement may be executed in multiple copies, with each executed copy
constituting an original,. but collectively constituting but a single document.
9.9 If this Agreement is not fully executed by CLIENT within ninety (90) days of
dispatch by OWNER to. CLIENT, the offer contained herein shall terminateandany
subsequent signing of this Agreement shall have no binding effect.
9.10 The contract documents consist of this Agreement and its Attachments. In the
event of a conflict between. the. contract documents,. the order of precedence shall be.
the provisions of the main body of this Agreement and then the Attachments. in. the
following order:. Statement of Work, Software Service Agreement, Itemized Quote,
Payment Schedule, and then the Network Hardware Specifications.
9.11 To the extent OWNER will perform ongoing services under this. Agreement,
OWNER will remain. throughout the term of the. Agreement as an independent
contractor. OWNER agrees that its principals and employees are not and. will not
become employees of the CLIENT while this Agreement is in effect. The CLIENT shall
have the right to control. OWNER only in so far as the results of the OWNER's services
rendered pursuant to this. Agreement; however, the CLIENT shall not have the right to.
control the means by which OWNER accomplishes services rendered pursuant to the.
Agreement except to the. extent that such services involve the use of CLIENT property
or Confidential Information.
February 25, 2004 Software License Agreement Page 10 of 12
9.12 OWNER agrees that its. principals and employees are not entitled to the rights
and benefits afforded to the CLIENT's employees, are not and will not become
employees of the. CITY while this Agreement is in effect. OWNER agrees that its.
principals and employees are not entitled to the rights and benefits afforded to the
CITY's employees, including disability and unemployment insurance, workers'
compensation, medical insurance or any other employment benefit. OWNER is
responsible for providing, at its own expense, all legally required disability,
unemployment and other insurance, workers' compensation, training, permits,. and
licenses for itself and for its principals, employees and subcontractors.
9.13 OWNER Not Agent. Except as the CLIENT may specify in writing, the OWNER
shall have no authority, express or implied, to act on behalf of the CLIENT in any
capacity whatsoever as an agent. OWNER shall have no authority, expressed or
implied, pursuant to this. Agreement to bind the CLIENT to any obligation whatsoever..
9.14 Any notices required to be given under this. Agreement by either party to the.
other may be effected by personal delivery in writing or by mail, registered or certified,
postage prepaid with return receipt requested. Mailed notices must be addressed to
the parties at the addresses listed in this. paragraph, but each party may change the.
address by giving notice in accordance with this paragraph. Notices delivered.
personally will be deemed communicated as of actual receipt; mailed notices will be
deemed communicated as of the day of receipt or the fifth day after such notice is
mailed by first class mail or, the second day after such notice is mailed by overnight
mail. Notices transmitted by either party to this Agreement to. the other party shall be
addressed as follows:
OWNER: Visionair Inc.
Attn: Chief Executive Officer
5601 Barbados Blvd.
P.O.. Box 9000
Castle Hayne, North Carolina 28429-9000
CLIENT: City of Vernon
Attn: City Administrator
4305 South Santa Fe Avenue
Vernon, California 90058.
9.15 Assignment Prohibited. No party to this Agreement may assign any right or
obligation pursuant to this Agreement except with the express written consent of the
other party. Any other attempted or purported. assignment of any right or obligation
pursuant to this Agreement shall be void and of no effect..
9.16 OWNER agrees that if the CLIENT is required to file any lawsuit or administrative.
proceedings, or any other proceedings regarding any claim concerning the validity,,
interpretation or performance of any of the terms and provisions of the Agreement, or
any of the rights or obligations of the parties hereto, the CLIENT may effect any.
February 25, 2004 Software License Agreement Page 11 of 12
necessary service of process by personal delivery to any officer of OWNER, or by mail,
registered or certified, postage prepaid with return receipt requested, to the address
and individual identified in Section 9.14.
9.17 This Agreement shall bind and benefit the parties hereto and their heirs,
successors, and permitted. assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year last signed below.
VISIONAIR, INC.
4 Signature:
Name: Q-OW. Wt— mJ 0i6(-1-rN
Title: i91'b
'��i�I�S�s Lslc�Fr�T
Date: y'°L,°
CITY OF VERNON
Signature:
Name:..
Title:
Date:.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS T ORM:
ERIC T. FRESCH, City Attorney
February 25, 2004 Software License Agreement Page 12 of 12
VisionAIR, Inc.
Vernon Fire Department
Attachment. "A" Payment Schedule
The total cost of this Agreement is $65,150.00, not including any applicable
taxes. Amounts listed below will be paid at the times/dates and under the terms
and conditions listed below.
Payment
Date Due
Amount
1. Software License Fees — First Delivery of Licensed Software $22,770.00
Installment
2. Third Party Software Invoiced as Delivered
3. Software Installation, Network Invoiced as Delivered
Configuration, and Training
4. Project Management, Invoiced the Date Customer
Software Maintenance first uses each major module
Annual Fees, and Balance of of the Licensed Software
Software License Fees Operationally ("Goes Live")
VisionAIR, INC.
Signature:
Name: 1449-Ty /J s,,a0"pfH
Title: VP 1::1-'vauMe,v9
Date:
CITY OF VERNON, CA
$180.00
$22,000.00
$20,200.00
Signature: �� l
Name: Leonis C . Malburg
Title: Mayor
Date: 3 / 24 / 04
Attest,
Ls
BRUCE V. MAKENHORST, City Clerk
APPROVED AS TO FORM:
5;;_� :17�
ERIC . FR SCH, City Attorney
March 10, 2004 Page 1 of 1
City of Vernon Fire Department
Cost Proposal, October 21, 2003�,
Attachment " B": Itemized Quote -, S 1 0 `` ,,1
Mobile/LAN Server Switch for
VMSG-0
iu
1)1D,uuU.vv
'D i,wv.vv
Access from Mobile and LAN
Fire Mobile Base Package
VFMBLA2
10
$8,000.00
$5,500.00
Fire Mobile Reporting
VFMBLA6
10
$4,000.00
$2,000.00
Fire Mobile In Car Mapping
VFMBLA4
10
$3,300.00
Inc.
VisionCAD Interface to Fire Mobile
VFMBLCAD
10
$2,200.00
Inc.
Sub Total:
$32, 500.00
$15, 000.00
Web Based Query Tool Inc.
Client responsible for maintenance years 2 and more
Fire Reporting VFIR-5 5 $10,300.00
Sub Total: $10,300.00
24 x 7 MessageSwitch Maintenance M24MSW 1 $3,000.00
8 x 5 Mobile SW Maintenance M8X5MBL 1 $2,625.00
8 x 5 Fire SW Maintenance M8X5FR
N 01,41--L-ff�w-�-<FfflI.�-ff-�
$1,545.00
Sub Total: $7,170.00
Project Management PMMBL $10,500.00
Sub Total: $20, 500.00
Mobile l � TMBLSA2 4 $4,800.00
Fire Training 6 $7,200.00
Sub Total: $12, 000.00
ry
!etOP (For RMSmServer) 1 $180.00
Sub Total: $180.00
Total: $82,650.00
Promotional Discount: $17,500.00
Grand Total: $65,150.00
*Promotional pricing is good until April 3, 2004
15 I O A..,,,I R®
"The Future of Public Safety Software"
ATTACHMENT C -. STATEMENT OF WORK
This Statement of Work (SOW) defines the tasks to be accomplished by VisionAir (VA) under the terms and
conditions of the contract between VA and. Vernon Fire. Department (VFD) The SOW also defines responsibilities
for VFD and VA_
This SOW is made up. of the following Sections:
1. Key Assumptions
2. VA Responsibilities
3. VFD Responsibilities
4. Project Change Control Procedure
5. Guidelines for Deliverable Materials
6. Approval Plan
Requested changes to this Statement of Work will be processed in accordance with the procedures described in
Section 6. The investigation and implementation of changes may result in changes in the estimated schedule,
charges, or other terms of this SOW.
Vernon Fire Department 3/10/2004
Page 1
1. KEY ASSUMPTIONS
The following key assumptions are included in this SOW:
1. VA provides software applications that are developed in house. These applications are sold as is and are
considered to be "commercial off the shelf' software packages. They will be provided as is unless otherwise
indicated in this SOW. It is the sole responsibility of the client to review and understand the features and
functionality of the software and agrees to take acceptance of purchased software "as is" unless otherwise
indicated in this SOW._
2. VFD is responsible for providing all the required hardware (servers, client workstations) and ensuring that the
hardware meets or exceeds VA's minimum specifications. VFD is also responsible for providing and loading
base software (operating system, SQL etc)
3. VA understands that VFD already has a LAN. in place and the VA application servers and clients will be
nodes on that domain.
4. VA understands that VFD will provide a wireless. network running AT&T's EDGE.
5. VFD is responsible for providing modems, GPS devices and antennas that meet or exceed VA's minimum
specifications. VD is also responsible for in -vehicle installation of the MDCs and related hardware.
6. There will be no. other software loaded on RMS clients other than the VA software and mandatory office
applications (word processing, spreadsheets and database management).
7. VA will provide. support for VA application software. under the terms of the maintenance. contract.
8. VFD is responsible for systems and LAN maintenance activities such as backups, operating system updates
firewall installation, etc.
Additional interfaces will require a separate Quote, Purchase Order and SOW.
Vernon Fire Department 3/10/2004
Page 2
2. VA RESPONSIBILITIES
2.1 Task: Project Management
Task Description: The objective of this task is to manage VA's responsibilities included in the SOW. The VA
Project Manager also provides a framework for project communications, reporting, procedures and SOW.
activities.
VA shall:
Designate. a Project Manager who will direct VA efforts and serve as the primary point of contact for the VFD.
The responsibilities of the VA Project Manager include:
• Coordinate the efforts of VA staff and coordinate these activities with the VFD's project team
members.
• Develop a detailed project plan defining the detailed tasks and a schedule of VA responsibilities.
• Review and administer change control procedures through the VFD Project Director.
• Attend status meetings and /or provide reports to the VFD Project Director on a monthly basis, or as
may be otherwise reasonably required to discuss project status.
Completion Criteria: This task is considered complete when the project is complete.
2.2 Task: Ship Base Software
Task Description: Within five (5) days of the contract signing, VA will send a base Software Package. This
package will include:
a. FireRMS release 3.2
b. FireMobile 3.3 or higher
c. VisionlNFORM 3.1
d. Supporting Product Documentation
VA will dial in and increase the number of licenses on the. Vernon PD message switch by 10.
Completion Criteria: This task is complete when the VA software is received by VFD and VFD signs off on the
Work Completion Form
2.3 Task: Project Initiation Session
Task Description: The project will be initiated within ten (10) business days following execution of the contract
(or on a date agreed to by both parties) with a Project Initiation Session of key VFD and VA project personnel.
The. objectives of this first meeting are to:
• Review roles of key participants;
• Review overall project scope and objectives;
• Identify overall project constraints and priorities;
• Review overall project schedule;
• Review resource and scheduling requirements..
Vernon Fire Department _ 3/10/2004
Page 3
Completion Criteria: This task is complete when the above noted hardware. is installed on VFD's premises in
accordance with manufacturer specifications
2.4 Task: Load and configure Mobile Message Switch, FireRMS, FireMobile, Visionlnform
VA shall:
a. Install and configure the baseline. VA software on the server and clients.
b. Test the initial operation of the software
Completion Criteria: This task is considered complete when the above noted software is installed and
operational according to the functional specifications outlined in the user documentation
2.5 Task: System Admin Training for FireRMS, Visionlnform
Task Description: The. VA project team will be. responsible for building a set of test/training files and for
defining all production data files. The VA project team will then train and assist Agency staff in the entry of
agency -specific information such as code tables, unit identification, reporting area definition, etc.
VA shall:
a. Build. a set of test/training files and define all production data files.
b. Review data forms provided to the Agency to complete for any data that VA will be entering.
C. Provide standard training sessions for Agency personnel on the entry. of agency -specific data.
2.6 Task: End User Training for FireRMS, Visionlnform
Task 'Description: A training program will be developed and scheduled exclusively for the VFD and then.
conducted. to train identified VFD personnel on the use of VA software
VA shall
a.. Provide a Training Plan for training on all licensed software installed.
b. Provide training for all licensed software installed on a mutually agreed to schedule.
2.7 Task: FireRMS & Inform Live
Task Description: Once system testing is complete and acceptance is achieved, VA will certify that the system
is ready for operational use and assist the VFD in going "LIVE".
2.8 Task: System Admin Training for FireMobile
Task Description: The VA project team will be responsible for building a set of test/training files and for
defining all production data files. The VA project team. will then train and assist Agency staff in the entry of
agency -specific information such as code tables, unit identification, reporting area definition, etc.
VA shall:
a. Build a set of test/training files and define. all. production data files.
b. Review data forms provided to the Agency to complete for any data that VA will be entering.
c. Provide. standard training sessions, for Agency personnel on the entry of agency -specific data.
2.9 Task: End User Training for FireMobile
Vernon fire Department 3/10/2004
Page 4 -
Task Description: A training program will be developed and scheduled exclusively for the VFD and then.
conducted to train identified VFD personnel on the use of FireMobile.
VA shall:
a.. Provide a Training Plan for training on all licensed software installed.
b. Provide training for all licensed software installed on a mutually agreed to schedule.
2.10 Task: FireMobile Live
Task Description: Once system testing is complete and acceptance is achieved, VA will certify that the system
is ready for operational use and assist the VFD in going "LIVE".
Vernon Fire Department 3/10/2004
Page 5
3. VFD RESPONSIBILITIES
The successful completion of the proposed effort depends on the commitment and participation of VFD
management and personnel. The responsibilities listed in this section are in addition to those Client
Responsibilities specified in the Agreement and are to be fulfilled in a timely manner and at no charge to VA.
3.1 Assign a VFD Project Director
The VFD will designate a Project Director, to whom all VA communications will be addressed. The
responsibilities of the. VFD Project Director include:
1. Serve as the interface between the VA Project Team and all VFD departments participating in the
project. When the VA Project Manager has a request relating to the project that will need additional.
approvals or actions from another participating department, the VA Project Manager will forward the
request to the VFD Project Director. It will then be the responsibility of the VFD. Project Director to take
the request forward to the appropriate party for resolution of the item.
2. With the VA Project Manager, administer Project Change Control in accordance with the Project Change
Control Procedures detailed in. Section 4 of. this. Statement of Work. If a Project Change Request is
issued, the VA Project Manager will give the Project Change Request to the VFD Project Director. It will
then be the responsibility of the VFD Project Director to bring the. Change. Request forward to the
appropriate level within the VFD for approval or rejection of the Change Request.
3. Attend and participate in project status meetings.
4. Obtain and provide information, data, decisions and approvals, within ten (10) working days of VA's
requests unless the VFD and VA agree to an extended response time.
5. Resolve deviations from project plans. that may be caused by the VFD.
6. Facilitate providing administrative support to VA while VA is working at the VFD including but not limited
to photocopying, overnight mailing of project materials, distribution of project documentation within the
VFD and general office support.
7. Help resolve and escalate project issues within the. VFD agencies as necessary. This includes bringing
issues forward to. VFD management.
3.2 Client Site Prep Responsibilities As Outlined in the Client Site Readiness Form
3.3 Provide Work Facility
The VFD will provide suitable office space, supplies, furniture and other facilities with telephone access for the
project team while working on the project. It is requested that the project team will be located in a contiguous
area and all necessary security badges and clearance will be provided for access to this area. A lockable four or
five drawer file cabinet will be provided to VA personnel in accordance with the VFD security procedures..
3.4 Training
A VA Software Training Specialist will train during standard office hours (8:00 am to 5:00. pm) unless specified
otherwise in this Statement of Work, not to exceed 8 hours per day. Any training that is other specified outside
the standard 8:00 am to 5:00 pm working hours will be billed at a rate of time and a half per day. In the event
that weekend days are utilized for training, each day used will be counted as two days. VA requires at least a 3-
Vernon Fire Department 3/10/2004
Page 6.
week notice for all rescheduling requests and cancellations. If a cancellation occurs within 3-weeks of the
scheduled training, the VFD. will be required. to pay for airfare and used/unused travel expenses incurred.
The VFD shall:
a. Assign one training coordinator, designated at project initiation, who will work with VA's team to assist with
the delivery of required training.
b. Designate and assign personnel to receive training in groups not to exceed the maximum class size of
fifteen (15).
C. Develop and enter all agency -specific input data that is to be entered manually.
d. The VFD will provide the necessary classrooms, facilities, materials, copies of documentation, networks and
lines to data terminals, personal computers and PC. operating system software, and related equipment to
support training classes. This includes one full -function workstation per student, one full -function
workstation for the instructor, an. LCD, a projection screen, a whiteboard and connectivity to the server.
e. Provide sufficient copies of the documentation supplied by VA to support all students in the training classes.
f. Ensure that appropriate training personnel are available to actively participate in the scheduled training
programs.
3.5 System Implementation
The VFD shall schedule and provide the necessary resources as described herein, to include personnel,
equipment and facilities, in a timely manner in order to ensure that the project schedule is adhered to. VFD shall
place the software into production and begin operational use in consultation with VA and in accordance with the
project schedule.
Vernon Fire Department 3/10/2004
Page 7.
4. Project Change Control Procedure
The following is the detailed process to be followed for changes to this SOW. Either party may request changes
to. the SOW at any time. Since a change could affect the price, schedule, or other terms of the Agreement for
this. SOW, both the VA Project Manager and the VFD Project Director must approve each change prior to
amending the. SOW and implementing the change.
This procedure will be used by the VFD and VA to control changes to this SOW and changes to any previously
approved deliverables:
A Project Change. Request (PCR) will be the vehicle for communicating change. All PCRs will be submitted
in writing by the originator.. The PCR must describe the change, the rationale for the change, and the effect
the change will have on the project_
The VFD Project Director/VA Project Manager, as appropriate, will review the proposed change. It is then
accepted or rejected for submission to the other party. If rejected, the PCR is returned to the originator,
along with the reason for the rejection. As part of its initial review of a PCR, VA will estimate the number of
hours required to investigate the PCR.
The VFD Project Director and VA Project Manager will review the proposed change and approve it for,
investigation or reject it. Approval of a PCR for investigation by both parties constitutes authorization by the
VFD for VA to investigate the PCR and approval for the investigation charges. The investigation will
determine the effect that the implementation of the PCR will have. on price, schedule and/or other terms and
conditions of the Agreement.
The PCR will then be approved or disapproved for implementation. A written Change Order must be signed,
by both parties to authorize implementation of the approved. PCR.
Vernon Fire. Department 3/10/2004
Page 8
5. Guidelines For Deliverable Materials
This section contains descriptions of the deliverable materials. A copy of each will be furnished to the VFD as
part of the effort defined. in this Statement of Work, unless other quantities are specified in this Statement of
Work.
5.1 Monthly Status Reports
Purpose: VA will provide Monthly Status Reports advising the. VFD Project Director of the progress and status of
VA activities. Significant accomplishments, milestones, and problems will be identified.
Content: The Report will consist of the following:
1. Project Status.
2. Accomplishments during the Reporting Period
3. Deliverable Status_
4. Schedule Status
5. Action Item Status
6. Issues.
7. Contract Change Authorizations
Media: Reports to be delivered in Microsoft Word format.
5.2 Project Schedule
Purpose: VA will provide an updated Project Schedule with its Monthly Status Reports advising the VFD Project
Director of the progress and status of VA activities.
Content: The Project Schedule will consist of the following:
1. Major Tasks.
2. Task Responsibility
3. Task Duration
4. Major Milestones
5. Tasks Completed.
6. Tasks in. Progress
Media: The. Project Schedule. will be delivered in Microsoft Project format.
Media: One copy will be delivered to the VFD in Microsoft Word format.
5.3 FireRMS, FireMobile Documentation
Purpose: VA will provide user manuals and Installation Guides for the VA systems installed.
Content: The materials include the following sections:
❑ Table of Contents
❑ Product Overview
❑ Basics and. Essentials
❑ Subsystem Functions.
❑ Index
Media: One copy each will be delivered to the VFD in hardcopy and softcopy format. The softcopy will be in
Adobe Acrobat PDF format..
Vernon Fire. Department 3/10/2004
Page 9
6. Approval Plan
6.1 Purpose
The purpose of the Approval Plan is to document the approval process and the appropriate approval level(s) for
documents requiring approval. Those documents that require approvals/concurrence will state, in the document,
that written approval/concurrence is required.
6.2 Distribution and Approval Time Cycle
The VFD Project Director is responsible for notifying the VA Project Manager in writing of acceptance or rejection
of each document within ten (10) business days of receipt. If written response is not received within ten (10)
business days, the VFD's acceptance is automatically assumed. Approved documents are returned to the VA
Project Manager. For paper documents, the VA Project Manager will retain the original copy and will provide an
unbound copy suitable for reproduction. For source code, the VA Project Manager will retain a machine-
readable copy of the code and provide the VFD with the same_
Should the VFD find any document unacceptable, specific reasons must be provided in writing to the VA Project
Manager. Corrective measures can then be assessed and revisions or modifications may be made to provide
acceptable documents. within a mutually satisfactory time frame_
Status Reports are not subject to approval.
Vernon Fire Department 3/10/2004
Page 10
ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Effective Date: Beginning the day on which CLIENT first uses each major module of the
Licensed Software operationally ("Goes Live").
This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") (incorporated in ;to the. Software License
Agreement of , 2004. as Attachment D) is entered into by and. between the City of Vernon, a municipal
corporation, (hereinafter "CLIENT") and VISIONAIR INC., a North Carolina based company with offices located at
5601. Barbados Blvd., Post Office Box 9000, Castle. Hayne, North Carolina 28429-9000 (hereinafter "VISIONAIR").
VISIONAIR shall perform maintenance services on the Licensed Software and CLIENT 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 Quotation (Attachment B to the Software License Agreement), as such may hereafter be
supplemented and as such Licensed Software may hereafter be updated with improvements, enhancements and
modifications furnished to CLIENT by VISIONAIR.
1. Term. This agreement shall become effective on the date shown above (hereinafter "Effective Date"), and,
unless sooner terminated as hereinafter provided, shall remain in full force and effect for an initial term of (1) one
year from. such date (hereinafter "Initial Term").
2. Automatic Renewal. Upon expiration of the Initial. Term, this Agreement shall be automatically extended on a
year-to-year basis (herein after "Renewal term") unless sixty (60) days. prior to the expiration date of the Initial
Term, or 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 Quotation incorporated in to the Software License
Agreement as Attachment B (hereinafter "Quotation"), VISIONAIR shall utilize Virtual Private Network and/or
dedicated telephone dialup to provide Maintenance Service for the term of this Agreement. VISIONAIR will only
support the use of Microsoft and Cisco Virtual Private Network protocols and NetOp remote Control software for
dedicated phone dialup. 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:
(a) Unlimited Telephone Support for the Licensed Software, utilizing an 800 line provided by VISIONAIR. During
the Initial Term, this telephone support will be available during the hours. specified in the Quote.
(b) Initial. fact-finding (Tier 1). support for P. party software embedded or used in conjunction with the application
software._
(c) Correction of documented malfunctions ("bugs") in the application software.
(d) Assistance in installing updates and new releases of the Licensed Software on the CLIENT's servers.
(e) Processing CLIENT's request for changes to the Software. A VISIONAIR Product Manager will define the
CLIENT's request and submit it for consideration in future releases of the Software.
(f) Support to Client while Client is. backing up. its. data.
Client Service personnel are available to. answer questions related to the. Software and to provide solution or
workaround for issues within the Software. If an issue is defined as a defect, Client Service will escalate the issue
for resolution and provide the correction when available. A "defect" is defined as an error in the code of the
Licensed Software which prevents a Module from operating in accordance with the Documentation in any material
respect.
February 25, 2004 ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT Page 1. of 3
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
("Billable Call Rate") from 8:00 am to 5:00 pm PST. The rate for service after 5:00 pm and before 8:00 am PST is
$200.00. per hour. All billable service calls will have a minimum charge of two hours. Billable service. will be
provided upon receipt of a Purchase Order, letter of authorization or credit card information.
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. CLIENT is responsible to maintain a proper set of data backups in the
event that it becomes necessary to recover from a disaster.
(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 5.
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 shall utilize Virtual Private Network and/or telephone dialup 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 made available
to the. CLIENT on standard electronic media (CD-ROM), remote access. through Virtual Private Network,
dedicatedtelephone dialup or Website download.
8. Charges to CLIENTs:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are set forth in the
Quotation (Attachment B to the Software License Agreement)._
(b) Charges for Billable Call Maintenance: The hourly rate is as provided in Section 5.
(c) Charges, for Travel Upon prior written authorization, CLIENT shall_ pay for travel time and travel expense in
connection with Billable Call Maintenance. Travel time will be charged to the. CLIENT 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 CLIENT 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 120 days prior to the expiration of the Initial Term or any Renewal 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. CLIENT may terminate this.
Agreement within sixty (60) days after receipt of the first invoice with changed charges by giving VISIONAIR sixty
(60) days written notice of its intention to terminate, and this agreement will terminate as of the date for termination
set forth in the CLIENT's notice to VISIONAIR or at the end of such sixty (60) day period, whichever last occurs._
10. Payment. VISIONAIR will invoice the CLIENT in advance for each term, Initial or Renewal, 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 or prior to the Effective Date. VISIONAIR will invoice
CLIENT. for Billable Call Maintenance as incurred and CLIENT shall pay invoices for Covered Maintenance,
including any invoices outstanding on the Effective Date of this. Agreement,. on or prior to the commencement of
each. 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.
February 25, 2004 ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT Page 2 of 3
12. Limitation of Liability. VISIONAIR SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED, UNLESS SUCH.
DAMAGES ARE CAUSED BY THE NEGLIGENT OR INTENTIONALLY TORTIOUS ACT OR OMISSION OF
VISIONAIR, ITS EMPLOYEES OR REPRESENTATIVES. IN NO CASE,. HOWEVER, SHALL VISIONAIR BE
HELD LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES.
13. Hardware and Network Upgrades. CLIENT 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. CLIENT also acknowledges. that VISIONAIR develops its Network Hardware
Specification Document based upon all of the third party product information available at the time of publication.
Therefore, with. respect to third party hardware and software, CLIENT 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. VISIONAIR develops the Network Hardware Specification document considering that no other
software application will be installed. Additional hardware specifications should be considered if the CLIENT
intends to run other applications. Additionally, the accumulation of data in. CLIENT's database over a period of
time may require expanding the capacity of hard drives and memory of the system servers and workstations in
order to maintain performance at response times acceptable to the CLIENT. Subject to. allofthe affirmative duties
and obligations of VISIONAIR under this Software Maintenance Agreement, it is the CLIENT's sole responsibility
to maintain the 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 CLIENT is in default due to non-payment, and after VISIONAIR has given
CLIENT written notice and such default is not cured after 15 days then VISIONAIR may terminate this agreement
at any time upon written notice to. CLIENT.
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 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 CLIENT at any time.
VISIONAIR, INC.
Signature: lil�,
Name: Wi/t r y doe i.i�i�5 wuV.7 it
Title:.. V� (3�s��rcjsS D(fVe1,0-PsNPA/T
Date: 1 l 1" / `''° , .
i
CITY OF VERNON
Signature: w
Name: Leonis C. Malburg V
Title: Mayor
Date:
ATTEST: /
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO 7RM:
ERIC T. FRESC , City Attorney
February 25, 2004 ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT Page 3 of 3
December 1", 2003
Revision # 17 (BC)
All application server configurations are configured based on technology that is current today; they do not reflect the
exact requirements of your agency. If you have existing servers you would like to utilize/upgrade or if you would like
to have a more detailed configuration based on your business needs please contact our Sales Engineer Bob Craig at
910-675-9117 or email your question to bobc@visionair.com.
ACTIVE DIRECTORY SERVER
Security/User Manager, DHCP, DNS/WINS. RAS 10/100 Ethernet Card, 1.44 FD, MS Mouse; Keyboard, CD-
ROM Drive, external 56k Modem, Tape Backup Drive w/SCSI Adapter (one for entire network), Windows 2000
Server w/SP4 or Windows 2003.
1 -100 Users
XEON PROCESSOR — 512kb Cache, 512mb Ram
(2) 18gb. SCSI HD (Raidl) Hot Swap. Drives
Microsoft CALS
Raid. Controller — Cache Fully Populated
101 — 500 Users
(2) XEON PROCESSOR(S) — 1 mb Cache, 1 gb Ram
(4) 18gb SCSI HD (Raidl+0) Hot Swap. Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
501 + Users
(2) XEON PROCESSOR(S) — 2mb. Cache, 2gb Ram
(4) 18gb SCSI HD (Raidl+0) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache. Fully Populated
TERMINAL SERVER / CITRIX SERVER
(2) Intel. Pro. Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP 4 or Windows 2003
with Citrix Metaframe. .. . ***Citrix Server cannot be a Domain Controller***
1-20 users
(1) XEON. PROCESSOR(S) 2mb Cache, 1 gb Ram
(2) 18gb SCSI HD (Raidl) Hot Swap. Drives
Microsoft CALS
Terminal Server CALS
Citrix CALS
SCSI Raid Controller Cache Fully Populated
21-50 users
(2) XEON PROCESSOR(S) - 2mb Cache, 2gb Ram
(2) 18gb SCSI HD (Raidl) Hot Swap Drives
Microsoft CALS
Terminal Server CALS
Citrix CALS
SCSI Raid Controller - Cache Fully Populated
Page - 1
December 1s1, 2003
Revision# 17 (BC)
51-100 users
(4) XEON PROCESSOR(S) — 2mb Cache, 4gb Ram
(2) 18gb SCSI HD (Raidl) Hot Swap. Drives
Microsoft CALS
Terminal Server CALS
Citrix CALS
SCSI Raid Controller — Cache. Fully Populated
Citrix Base rule, 25 active users per XEON 2mb cache PROCESSOR with 1gig base memory
CAD SERVERS
Network Card, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP4, SQL Server 7.0.
w/SP4
1-5 CAD Clients (Dispatch or Call Taker)
(2) XEON PROCESSOR(S) — 1 mb. Cache 1 gb. Ram_
(2) 18gb SCSI HD (Raidl) Hot Swap Drives (OS)15k rpm, Internal Raid HD Cage 1/0 channel
(2) 18gb SCSI HD (Raidl) Hot Swap. Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4) 18gb SCSI HD (Raidl+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) Cache. Fully Populated
5-20 Clients (Dispatch or Call Taker)
(2) XEON PROCESSOR(S) - 2mb Cache, 2gb Ram (Option: Quad processor, 2gb Ram)
(2) 18gb SCSI HD (Raidl) Hot Swap Drives (OS) 15k rpm, Internal Raid HD. Cage,I/O channel,
(2) 18gb. SCSI HD (Raidl) Hot Swap. Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4) 18gb SCSI HD (Raidl+0) Hot Swap. Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
20+ Clients (Dispatch or Call Taker)
(4) XEON PROCESSOR(S) — 2mb. Cache, 4gb Ram
(2) 18gb SCSI HD (Raidl) Hot Swap Drives (OS)15k rpm, Internal Raid. HD Cage 1/0 channel
(2) 18gb SCSI HD (Raidl) Hot Swap Drives (Tlog) 15k rpm, Independent HD Cage 1/0 channel
(4) 36gb SCSI. HD (Raidl+0) Hot Swap. Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
*Note: Tease review Dia ram on Split Channel SQL Servers for CAD & RMS confia urations.
Raid Configurations can vary depending on external storage, Clustering or SAN configurations
CAD Workstations
P4 2.XGHZ - 256kb cache, 256mb Ram 20GIG. HD
*** If state interfaces or 3'd party client software is to be installed then more memory is required.
Intel Pro Nic, Windows 2000 Professional w/SP2 & Appropriate Client Access License, Dual 17' Monitors
Dual Video Graphics card — Any Microsoft (HCL) supported dual video displays controllers.
Page - 2
December 1", 2003
Revision # 17 (BC)
Pro QA 3.3 (EMS) WWW.MEDICALPRIORITY.COM Medical Priority Consultants 1-800-363-9127
MapObject 2.0 — WWW.ESRI.COM, Environment Systems Research. Institute 1- 800-447-9778
RMS / JAIL / FIRE / EMS Servers
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP3, SQL Server 7.0.
w/SP3
*** FIRE and EMS must reside on a different server than RMS and JAIL ***
1-10 Clients
(1) XEON PROCESSOR — 1 mb Cache 1 gb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal. Raid HD Cage 1/0 channel.
(2) 18gb SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD Cage 1/0 channel
(4) 18gb SCSI HD (Raid1+0) Hot Swap Drives (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) —Cache Fully Populated
10-50 Clients
(2) XEON PROCESSOR(S) — 2mb Cache, 2gb Ram
(2) 18gb. SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2) 18gb. SCSI HD (Raid1) Hot Swap Drives (Tlog)15k rpm, Internal Raid HD Cage 1/0 channel
(4) 18gb SCSI HD (Raid1+0) Hot Swap Drives. (Data) 15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache Fully Populated
50-100 Clients
(4) XEON PROCESSOR(S) - 2mb Cache, 4gb Ram_
(2) 18gb. SCSI HD (Raid1) Hot Swap Drives (OS) 15k rpm, Internal Raid HD Cage 1/0 channel
(2) 18gb. SCSI HD (Raid1) Hot Swap Drives (Tlog) 15k rpm, Internal Raid HD. Cage 1/0 channel
(4) 36gb SCSI HD (Raid1+0) Hot Swap Drives (Data)15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
Raid Controller(s) — Cache. Fully Populated
*Note: Please review Diaciram on Split Channel SQL Servers for CAD & RIVI S confi uratiions.
Raid Configurations can vary depending on external storage, SAN configurations.
RMS/Fire/Jail Workstations
P4.2.XGHZ 256kb cache, 256mb Ram, 20gb. HD
*** If state interfaces or 3Id party client software is to be installed then more memory is required.
15" Monitors.
Intel Pro Nic, Windows 2000 Professional w/SP2 & Appropriate. Client Access License
Visio 2000 (DMV Sketch)
Adobe Acrobat 4.0 (Templates)
Snappy 4.0 (Imaging)
Page - 3.
December 1" , 2003
Revision # 17 (BC)
GEO / MNHS SERVERS
Network Card, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive.
Windows 2000 Server w/SP4
XEON PROCESSOR — 512kb Cache, 1 gb Ram
(6) 18gb SCSI HD. (Raids) Hot Swap Drives (Data)15k rpm, Independent HD Cage 1/0 channel
Microsoft CALS
*Note: Drive Storage dependent on amount of Legacy Data and Geo Information.
18 / 36 / 72 gig drive variations are available.
INFORM / NetCrime Server
Network Card, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP4, MS SQL Server
Software 7.0 w/SP4
*** The SQL Server can reside on the same server as RMS and JAIL ***
XEON. PROCESSOR - 512kb cache, 512mb Ram
(2) 18gb SCSI HD (Raid1) Hot Swap Drives
Microsoft CALS
Raid Controller — Cache Fully Populated
Bar Coding Equipment
American Micro Systems
PSC. Topgun. Handheld PDT with scanner
Zebra printers:. desktop and mobile
Symbol Barcode Scanners and handhelds
Handheld Products Barcode Scanners
Kent B. Bandy
kentbbandy@aol.com
www.texasbarcode.com
Printers
HP LaserJet, PCL
Any Laser printer on the Microsoft Hardware Compatibility List (HCL)
Page - 4
December 1", 2003
Revision# 17 (BC)
Message Switch / NCIC Gateway / IFORCE Server
(2) Intel Pro. Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP2
Note: SNA / SDLC Adaptor required for States that require LU6.2 or LU2 terminal sessions.
MicroGate. SDLC for MS SNA 1-512-343-9046 Part # 172113
XEON PROCESSOR - 512kb cache, 512mb. Ram
(2) 18gb. SCSI HD (Raid1) Hot Swap Drives.
Microsoft CALS.
Raid. Controller - Cache Fully Populated.
Vision CONNECT/Biztalk
(2) Intel Pro Nic, 1.44 FD, MS Mouse, Keyboard, CD-ROM Drive, Windows 2000 Server w/SP2
(1) XEON 1 GB. Ram
(2) 36gb SCSI HD (Raid1) Hot Swap Drives.
Microsoft CALS
Raid. Controller Cache Fully Populated
Mobile laptops
128mb Ram, 4gb HD, 8mb video adapter, 1.44 FD, CD-ROM Drive or Zip. Drive USB flash card.
*** If 3`d party client software is to be installed then more memory is required.
Windows 2000 Professional w/SP2 or Windows NT Workstation 4.0 w/SP6 & Server. Access License or Server
Cal
lForce
Pagers
Research in Motion — WWW.RfM.NET
RIM. Pagers — 950 4MB w/Cradle
PocketPC
64 MB RAM, Pocket PC 2002, type II slot or sleeve, CF cards slot (for enforma cf modem), active synch. CDPD
modem must be Sierra Wireless.300 for CE only.
HP Jornado 500 series
Cassiopeia E 200
Compaq 3700/3800
Symbol PPT2800
Page - 5
December 1" , 2003
Revision # 17 (BQ
Operating
System Disk
Array
Dual Channel Raid
Controller
NIC 1
Standalone SQL
Split Channel Multi Array
Split Backplane Channel1 Split Backplane Channel 2
HD HD HD HD N
N
HD HD
Tlog/ SQL Data
TembDB
100mb
i
Ethernet Switch
Page - 6
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\Lw
§ LL
/E
A :
MIN
December 1", 2003
Revision # 17 (BQ
Microsoft Cluster Example
Fully Fault Tolerant
Shared Storage
HD HD ff HD HD HD HD HD N HD
SQL Tlog� h
SQL Data
OS Raid1 Tempdb Fibre Channel OS Raid1 Tempdb
Fibre Channel PCI Fibre Channel PCI
Host Bus Adapter Host Bus Adapter
Fibre Channel PCI Fibre
Fibre Fibre Channel PCI
Host Bus Adapter Fibre Channel Host Bus Adapter
Shared Storage
HD HD HD HD rfl N HD N N HD
SQL Tlog SQL Data
NIC 2 NIC 2
NIC 1 y NIC 1
100mb 100mb
O 000000 00
Ethernet Switch
TM
,.
Page - 7