Resolution No. 85661
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RESOLUTION NO. 8566
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
CITY OF VERNON LICENSE AND SUPPORT AGREEMENT
RENEWAL BY AND BETWEEN THE CITY OF VERNON AND
DECADE SOFTWARE COMPANY LLC
WHEREAS, on May 23, 2001, the City Council of the City of
Vernon adopted Resolution No. 7756 approving an Agreement for
Environmental Health Data Management Services (the "Agreement") with
the California Association of Environmental Health Administrators
("CAEHA") and Decade Software Company, LLC ("Decade"); and
WHEREAS, Exhibit C of the Agreement, Decade Software Company
Site License and Support Agreement, provided for the use and support of
a software product called Envision for Windows by the Environmental
Health Department; and
WHEREAS, the Agreement provided for automatic renewal for
successive one (1) year terms on July lst of each year with the same
conditions in effect on June 30th of the preceding term; and
WHEREAS, on July 20, 2004, the CAEHA agreed to assign all of
its rights, title, interest and obligations under the Agreement
approved by Resolution No. 7756 to Decade; and
WHEREAS, Section 9(c) of the Agreement requires the consent
of the City of Vernon to such an assignment; and
WHEREAS, Decade submitted a new City of Vernon License and
Support Agreement Renewal, Agreement Number 1091-2004 (the "Renewal
Agreement"), for the period July 1, 2004 through June 30, 2005; and
WHEREAS, on July 13, 2004, the Finance Committee recommended
that the City Council approve the recommendation of Bruce V.
t
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Malkenhorst, Director of Finance, dated July 8, 2004, that the Renewal
Agreement with Decade be approved and executed; and
WHEREAS, in order to meet the urgent need for the continued
use and support of the Envision for Windows software, the City
Administrator executed the Renewal Agreement on September 23, 2004,
subject to ratification by the City Council; and
WHEREAS, the City Council desires to consent to the
assignment of the Agreement to Decade and approve and ratify the
Renewal Agreement, as executed by the City Administrator; 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 ratify entering into the Renewal Agreement with Decade.
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
consents to the assignment dated June 20, 2004, a copy of which is
attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
approves and ratifies the execution of the City of Vernon License and
Support Agreement Renewal with Decade, a copy of which is attached
hereto as Exhibit B and incorporated by reference.
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SECTION 4: 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 20th day of October, 2004.
ATTEST:
r'
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MAL RG, Ma or
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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.
8566, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, October 20,
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
40t Z�lJ t- : WHKt .
07/21/04 08:82am p. 002
say L r 1 ;ZUW;4 . F'. u2
ASSIGNMENT OF CONTRACT
CEIVED, the underaigncd Assignor, hereby assign$, transfer8
and sets over to Decade Software Company, LLC (Assignee) all rights, title and
interest hold by the Assignor in and to the following described contract:
City of Vernon Resolution Number 7756
The Assignor warrants and represents that said contract is in full force and oi%ct
and is fully assignable.
The Assignee hereby assumes and agrees to perform all the remaining and
executor obligations of the Assignor under the contract and agrees to indemnify
and hold the Assignor harmless ftom any claim or demand resulting from non-
porfornaance by the Assign$.
The Assignee shall be entitled to all monies remaining to be paid under the
contract, which rights are also assigned hereunder.
The Assignor warrants that the contract is without modification, and remains on
the terms contained.
The Assignor further warrants that it has full right and authority to transfer said
contract and that the contract rights heroin transferred are free of lien,
encumbrance or adverse claim.
7118 assignment shalt be binding upon and inure to the benefit of the parties,
their successor$ and assigns.
Signed this 20th day of July, 2004
California Association of Environmental Health
]n a ec n o Dir or
ssi or
Deca,dc Software Company, LLC
Me Kevin Delaney
e
EXHIBIT
c
i r
A
DECADE
8 0 F T W A R i
COMPANY, LLC
City of Vernon
License and Support Agreement Renewal
Agreement Number 1091 - 2004
Revision 1.1
06/14/2004
Signed contract must be returned, to Decade by Client, within 10 days of receipt. In the event signed
contract is not received by Decade within 10 days of Client receipt, prices contained herein are subject
to increase.
Contents
1.
General Information............................................................................................................................................................1
1.1. Definitions...................................................................................................................................................................1
1.2. -Milestone Summary ....................................................................................................................................................1
1.3. Involved Parties..........................................................................................................................................................2
1.3.1. City of Vernon.....................................................................................................................................................2
1.3.2. Decade Software Company, LLC........................................................................................................................2
2.
Software.............................................................................................................................................................................3
2.1. Description.................................................................................................................................................................3
3.
License...............................................................................................................................................................................4
4.
Effective Date and Tenn.....................................................................................................................................................5
5.
Prices and Taxes................................................................................................................................................................6
6.
Support Services .................................................. :.............................................................................................................
8
7.
Items Not Covered by the License and Support Fee.........................................................................................................10
8.
Client Responsibilities.......................................................................................................................................................11
9.
Early Termination by Decade......................................................... ................................................................. ..................
12
10.
Client Responsibilities Upon Termination..........................................................................................................................13
11.
Client Employment of Decade Staff..................................................................................................................................14
12.
Limitation of Decade's Liability ..........................................................................................................................................15
13.
Assignment by Decade.....................................................................................................................................................16
14.
General............................................................................................................................................................................17
15.
Acceptance of Agreement................................................................................................................................................18
15.1. City of Vernon...........................................................................................................................................................18
15.2. Decade Software Company, LLC..............................................................................................................................18
Appendix A Client Volume Levels and System Applications Used...............................................................................................19
ClientVolume Levels................................................................................................................................................................19
Applications Licensed for Use by this Agreement.....................................................................................................................20
AppendixC Total Fees................................................................................................................................................................25
AppendixD Payment Schedule....................................................................................................................................................26
License and Support Agreement Renewal
,Decade Software Company, LLC
1. General Information
1.1. Definitions
The following acronyms and words may be used in this document.
Agreement The agreement set forth in this document.
Anniversary Date The month and day of the effective date shall determine the
anniversary date. For more information, see Section 4, Effective
Date and Term later in this document.
Client
City of Vernon
Decade
Decade Software Company, LLC
DSC
Acronym for Decade Software Company, LLC.
LSA
Acronym for the License and Support Agreement.
SLA
Acronym for Site License Agreement. This is another name for the
License and Support Agreement.
Software
The Software includes computer programs, in object form, and all
related documentation and materials.
SRS
Acronym for Software Requirements Specification. The SRS
document includes the complete software requirements for the
system or a portion of the system.
1.2. Milestone Summary
0
Milestone
Date
Agreement Effective Date
07/01 /04
Agreement Anniversary Date
07/01/05
Agreement Signed By Date
07/10/04
Agreement Term Begins
07/01/04
Agreement Term Ends
-06/30/05
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial 4 Initial _
License and Support Agreement Renewal
Decade Software Company, LLC
1.3. Involved Parties
This is an agreement between the City of Vernon and Decade Software Company, LLC.
The following involved parties will serve as contacts between the Client and Decade.
1.3.1. City of Vernon
Client Contact Person for Contract and Billing Issues
Lewis Pozzebon
Director
4305 Santa Fe Avenue
Vernon, CA 90058
Phone: (323) 583-8811 , ext. 229
Fax: (323)588-4320
E-mail: 1pozzebon @ci.vernon.ca.us
Client Contact Person for Operational Issues
Lewis Pozzebon
Director
4305 Santa Fe Avenue
Vernon, CA 90058
Phone: (323) 583-8811 , ext. 229
Fax: (323)588-4320
E-mail: lozzebon @ci.vernon.ca.us
1.3.2. Decade Software Company, LLC
Decade Contact Person for Contract Issues
Maria Noll
Director of Marketing
Decade Software Company, LLC
4201 West Shaw Avenue, #102
Fresno, CA 93722
Phone: (559) 444-1800 Ext. 723
Fax: (559)445-1652
E-mail: marianoll@decadesoftware.com
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City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial fk Initial _
License and Support Agreement Renewal 3
Decade Software Company, LLC
2. Software
2.1. Description
This Agreement is for the use and support of the Decade software product(s) identified in
the Appendix A, Client Volume Levels and System Applications Used section.
The Software includes computer programs, in object form, and all related documentation,
materials, and all modifications made hereafter, in whole or in part. The Software is
owned and copyrighted by Decade Software Company, LLC. Client will have no rights
other than the license use rights granted in this Agreement.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial Initial _
License and Support Agreement Renewal
Decade Software Company, LLC
3. License
By this Agreement, Client is granted a non -transferable, non-exclusive license to use the
Software only on Client's computer system and for Client's purposes on a system as
described below. Client agrees to not allow access to the Software to any third party
without written permission from Decade.
The Software as installed on Clients server with two databases, one as a production
environment and one as a test environment. This server will connect network clients
using LAN connections. All hardware and network connections will be provided and
maintained by the City of Vernon.
Client computer system and location(s) description:
City of Vernon Environmental Health Department
4305 Santa Fe Avenue
Vernon, CA 90058
Client may copy Software only for backup and archival purposes. Client agrees to
maintain appropriate records on the quantity and location of all such copies, and produce
same on demand by Decade. Client agrees to include the Decade copyright notice on all
copies, in whole or in part, in any form. Client agrees to receive prior written approval
from Decade before copying any portion of the Software for any other purpose.
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City of Vernon
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License and Support Agreement Renewal 5
Decade Software Company, LLC
4. Effective Date and Term
This Agreement shall become effective 07/01/04 or when Decade provides the Software
or services hereunder, whichever is earlier. The month and day of the effective date shall
determine the anniversary date (hereinafter "Anniversary Date").
Should the License and Support Agreement not be signed by 07/10/04, Decade may
terminate the support services listed in section 6 until the License and Support Agreement
is signed by the Client.
This Agreement shall have a term of one year.
In the event the Agreement is not terminated, as specified herein, it shall be automatically
renewed for successive one year terms on the same conditions in effect at the conclusion
of the ending term.
Either party may terminate this Agreement at the end of the initial or any successive term
by giving the other party at least 30 days prior written notice.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Inibal 4 Initial _
License and Support Agreement Renewal
Decade Software Company, LLC
5. Prices and Taxes
Appendix A, Client Volume Levels and System Applications Used contains Client
volumes used to calculate the license and support fee to be paid to Decade. Client
warrants that the volumes are as accurate as can be estimated, and agrees that the license
and support fee can be increased at any time, and billed retroactively, if Decade
determines the volumes have been underestimated. The price for the term beginning
07/01/04 and ending 06/30/05 is $18,530.
N.
Per year, license and support fees may increase due to any one of the following triggering
events.
Triggering Event
Definition
Client increase in record volume
To determine the increase based on volume,
Appendix A will be used as a benchmark for
determining volume increases and adjustments in
Client's use of system applications.
Client will allow Decade to log onto Client's system
at least once per year approximately 90 days prior to
the Anniversary Date to check the volumes.
Client increase in use of
For price increases based on an increase in the use
applications
of applications, Decade will amend the Agreement to
include the additional applications at the prevailing
rates.
An increase in the current
Decade may request for per year license and
Consumer Price Index (CPI-U)
support fee escalation in accordance with the
current consumer price index at the time of the
request or up to a maximum 5% increase on the
current pricing, whichever is lower. For purposes of
this section, "consumer price index" shall mean the
Consumer Price Index - All Urban Consumers -
United States Average - All Items (CPI-U), as
published by the United States Department of Labor,
Bureau of Labor Statistics.
If Decade elects to increase prices for any successive term, Decade will notify Client in
writing at least 60 days prior to the end of the then current term.
Appendix C, Total Fees contains Agreement term license fees, training, conversion fees,
and other first year or one-time fees. These fees are due and payable when invoiced.
Section 7, Items Not Covered by the License and Support Fee, lists products and services
that are not included in the support and license fee. Fees for Client's use of these items
are due and payable when invoiced.
Decade reserves the right to withhold services for non-payment of fees. Services withheld
for non-payment include telephone support, software enhancements, etc.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial K-L1 initial
License and Support Agreement Renewal
Decade Software Company, LLC
7
Any tax, such as sales and use taxes, exclusive of property and income taxes, that Decade
is required to collect or pay based upon the sale or delivery of products or services under
this Agreement shall be paid by Client to Decade, or Client shall pay directly to the
taxing agency with proof of payment provided to Decade. This obligation extends
retroactively if so assessed by a taxing agency.
If Client is using the Software in California, and receives the Software on tangible
personal property (for example floppy disks, magnetic tape, Zip disk, CD-ROM, or any
other medium by which the software is temporarily stored to effect transfer to Client's
computer) then the full license and support fee, as well as training and conversion fees,
are subject to California sales and use tax. The definition of transfer is the leaving behind
of such tangible personal property.
However, if the Software is received by Client over communication lines, via the
Internet, a bulletin board service or through a direct connection between Client and
Decade computers, the license and support, training, and conversion fees are not subject
to sales and use tax. In California, all parts and supplies are subject to sales and use tax,
and hourly -based professional services, other than training and file conversion for the
Software, are not.
If Client is using the Software in a state other than California then Client is responsible
for knowing the sales and use tax rules of that state.
Decade will assess and Client agrees to pay a late charge of 1'/z % per month, or the
highest amount allowed by law, for each month a payment is 30 days past due.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial _W Initial _
License and Support Agreement Renewal
Decade Software Company, LLC
6. Support Services
E.
The following services are included in the license and support fees:
6.1. Telephone
Decade provides telephone support via a toll free number for
Support
client's usability questions and/or problem resolution. Support is
provided during Decade's regular business hours (8:00 A.M. to
5:00 P.M., Pacific Time, Monday through Friday, with Federal
and State holidays excluded.) Issues can be reported 24-hours a
day by e-mail, fax or telephone. Decade supports both the
applications developed in-house and the database backend on
which these applications run.
6.2. Web -based
All clients have 24-hour access to our web resources. This
Support
includes all system documentation, Envision Upgrade Files, and
weekly "Did You Know?" newsletter of system workflows tips.
Web resources allow clients to search Decade's Knowledge Base
of known issues and suggestions and instantly send issues to
technical support staff via an online support form.
6.3. Software
Decade will provide software maintenance, which includes defect
Maintenance
fixes, and any other required modifications to keep the Software in
conformance with the specifications contained in the then current
Decade reference manual. Decade will amend the specifications
only to remove documentation errors, provide consistency of
interpretation or describe improvements to the Software. Decade
will correct any error or malfunction in the Software that prevents
it from operating in conformance with the specifications, or
Decade will provide a commercially reasonable alternative that
will conform to the specifications.
If Client's system is inoperable due to a reproducible error or
malfunction, and Client is using the current release of the
Software, Decade will provide continuous effort to correct the
error or malfunction.
All maintenance will be completed on the current release version
of Software.
6.4. Software
Decade will periodically make software upgrades and
Upgrades and
enhancements available to the Client. Decade will provide the
Enhancements
necessary instructions and software tools so Client can make the
upgrades and modifications.
Client will make best efforts to maintain its system at the current
release level of the Software. Ninety days after the release of a
new version of the Software, Decade is not obligated to maintain
prior versions as outlined in section 6.3.
Decade will have the sole discretion to decide if new Software is a
no charge upgrade or enhancement or a billable offering. Billable
offerings are optional, and Client will not be required to purchase
them to maintain the current release level.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial Q initial
License and Support Agreement Renewal
Decade Software Company, LLC
6.5. User Group
User group meetings occur on a monthly basis. These meetings
Meetings
allow users to share ideas, workflows, etc. Client may send
representatives to any user group meeting conducted by Decade
clients.
6.6. Refresher
There will be no charge for refresher training conducted at
Training
Decade's office on mutually agreeable dates, if the material was
covered and the attendee(s) was included in Client's initial
training. Refresher training does not include training for new
Software or Client staff that have not been trained before. These
are fee based items.
6.7. List Server
Decade's clients use a list server to share information. Envision
workflows, environmental regulation workflows, user -customized
reports, and general questions and answers are available.
6.8. Decade
Decade Exchange is a web -based file exchange solution that
Exchange
provides a secure area where clients can share files. Clients have
the freedom to upload/download useful reports, scripts, and other
files at the time most convenient to them.
Clients have a searchable archive of environmental regulation
workflows, Envision workflows, user -customized reports, scripts,
and general questions and answers that can be accessed through
keyword searches. Users have the option of drilling down through
categories or searching for files by using a search dialog box.
6.9. Client
The Client Relationship Management (CRM) software application
Relationship
enables Decade to manage every aspect of our relationship with
Management
the client. Client information acquired from sales, marketing,
client service, and support is captured and stored in a centralized
database to improve client satisfaction.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial 10 Initial _
License and Support Agreement Renewal
Decade Software Company, LLC
7. Items Not Covered by the License
and Support Fee
I i]
The following services will be provided on a fee basis. Appendix C, Total Fees contains
prices for Agreement term license fees, services, and prices agreed upon as a condition of
this Agreement. Services not specifically included in Appendix C will be estimated, or
bid, at Client's request, and invoiced at Decade's then prevailing rates.
7.1. Support Initiated Outside Decade's normal working hours are 8:00 A.M. to 5:00
Normal Working Hours P.M., Pacific Time, Monday through Friday, with
Federal and State holidays excluded. If Client requires
or initiates service outside these hours, Client will pay
for such support at Decade's prevailing rates.
7.2. Data Correction or
Restoration
7.3. Data Conversion
7.4. Custom Programming
7.5. Software Implementation
7.6. Initial and New Staff
Training
Unless caused by Decade's negligence.
Client will reimburse Decade for out-of-pocket costs expended by Decade on Client's
behalf, unless such costs are incurred as a result of Decade's negligence. These costs can
include parts and supplies, media and reproduction costs, travel expense, and long
distance telephone calls initiated from Decade to Client's computer.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial b Initial
License and Support Agreement Renewal
Decade Software Company, LLC
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8. Client Responsibilities
Client is responsible for the following:
8.1. Provide knowledgeable, competent operators with �an understanding of Client's
operations.
8.2. Schedule on -site or classroom training to properly prepare Client's staff for using
the Software.
8.3. Backup files and programs daily, or whenever they change, and keep the backup in a
secure place.
8.4. Notify Decade as soon as problems appear.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial M initial
License and Support Agreement Renewal
Decade Software Company, LLC
9. Early Termination by Decade
If Client abuses this Agreement because of incompetent or untrained operators, or
violates any terms or conditions of this Agreement, Decade will notify Client in writing
of its intent to terminate this Agreement for cause, with the cause(s) specifically
identified. Client will have 30 days to correct the cause(s), and if the corrections are not
made, Decade will have the right to terminate this Agreement.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial Initial
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License and Support Agreement Renewal 13
Decade Software Company, LLC
10.Client Responsibilities Upon
Termination
Client will cease using the Software immediately upon termination. Within 30 days after
termination, for any reason, Client will furnish Decade an affidavit certifying that the
original and all copies, in whole or in part, of the Software have been returned to Decade
or destroyed by Client.
Client will pay all amounts due Decade.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial 14 Initial T
License and Support Agreement Renewal
Decade Software Company, LLC
11. Client Employment of Decade Staff
If Client, directly or indirectly, hires a Decade specialist who has provided service to
Client within one year of the specialist's termination from Decade, Client will pay
Decade an amount equal to six months wages of the specialist at time of termination.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial 4� Initial
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License and Support Agreement Renewal 15
Decade Software Company, LLC
12. Limitation of Decade's Liability
Decade warrants that the media used to deliver the Software to Client is free from
mechanical or recording defects, and if such defects are found, Decade will immediately
replace the defective media.
Decade will not be liable for any damage resulting from loss of data (unless caused by
Decade staff accessing Client's computers), profits, use of products, claims by third
parties, or for any incidental or consequential damages. In no event will Decade's
liability exceed the amount paid by Client for the product or service that caused the
claim.
Decade will not be liable for delays in fulfilling its obligations under this Agreement due
to any action or inaction of the Client.
THIS SOFTWARE IS PROVIDED SUBJECT TO THE WARRANTIES AND
REMEDIES JUST EXPRESSED, AND IN THE 6.3 SOFTWARE MAINTENANCE
SECTION OF THIS AGREEMENT. IF ANY UNAUTHORIZED USE BY CITY IS
MADE, CITY SHALL BE RESPONSIBLE FOR ANY REPAIR NECESSITATED BY
SUCH ALTERATION, AT DECADE'S THEN PREVAILING RATE.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial JUL Initial _
License and Support Agreement Renewal 16
Decade Software Company, LLC
13. Assignment by Decade
Decade will have the right to arrange, through contract or otherwise, with any person or
organization, to provide product or services to satisfy Decade's obligations of this
Agreement upon the written consent of the Client.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial a Initial
License and Support Agreement Renewal
Decade Software Company, LLC
14.General
17
Any clause of this Agreement found to be unenforceable shall be severed from this
Agreement and the remainder of the Agreement shall remain in full force and effect.
Any waiver of any clause of this Agreement shall not constitute a subsequent waiver of
that clause or any other clause. Failure or delay of either party to enforce compliance with
any clause shall not constitute a waiver of such clause.
This Agreement shall be governed by California law, and the court of competent
jurisdiction shall be in Los Angeles, California.
In the event litigation is required to enforce performance of this Agreement, the
prevailing party shall be reimbursed the costs of enforcement, including, but not limited
to attorney fees and costs, witness fees and costs, and court costs.
This Agreement replaces all other prior agreements, orally or in writing, relating to the
subject matter contained herein, including any made by other parties such as distributors,
consultants, dealers or resellers. This Agreement can only be modified in writing as
approved by authorized signatories of both parties.
This Agreement is binding upon and shall inure to the benefit of the legal successors and
assigns of the parties.
The person signing this Agreement on behalf of Client warrants that they have read and
understand all the terms and conditions contained herein, are authorized to sign on behalf
of Client, and accept personal responsibility for damages if they are not so authorized.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial 10 initial
License and Support Agreement Renewal
Decade Software Company, LLC
15. Acceptance of Agreement
Your signature in this section signifies that you have read thin agreement and agree to
abide by the stipulations within this agreement.
15.1. City of Vernon
Client Representative - Signature
Bruce V. Maikenhorst
Client Representative - Printed Name
Title: ' City Administrator
Agency or Division: City of Vernon
Phone: (323),583-8811
E-mail:
9/23/04
Date Accepted
15.2. DWec
a Software Company, LLC.
Repr ative - Signature Date Agreed
Kevin Delaney
Decade Representative - Printed Name
Title: Member
Department: Administration
Phone: (559) 271-2890 Ext. 703
E-mail: kevindelaney@decadesoftware.com
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial 4 Initial
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License and Support Agreement Renewal
Decade Software Company, LLC
Appendix A Client Volume Levels and
System Applications Used
Client Volume Levels
Client: City of Vernon
Client Address: 4305 Santa Fe Avenue
Vernon, CA 90058
Inspectors and Program Areas Numbers
Number of Employees/Inspectors tracked. 7
Number of Inspectors using Field 6
Inspection Software.
Number of Inspectors using Envision 0
Wireless.
19
Regulated Acitivity
Items
Number of
Records
Items
Number of
Records
Facilities
2100
Hazardous Waste
Treatment
15
Programs
2127
Hazardous Materials
Inventory
600
Complaints
132
Hazardous Waste
Inventory
200
Service Requests
600
Underground Storarge
Tanks
105
Employees
7
Public Water Systems
0
Onsite Septic Systems
0
[Program Type]
0
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial (0 initial
License and Support Agreement Renewal
Decade Software Company, LLC
Applications Licensed for Use by this Agreement
Envision
The applications checked in this section are licensed by this agreement.
Core System, and its Support Code tables, with primary applications consisting of:
® Owner ® Event Tracking
® Co -Owner ® E-mail Integration
® Facility E Self Audit
® General Health Program E Travel Expense Logging
® General Health Permit E Violation Logging
® Daily Activity Logging E Violation Enforcement Logging
® Complaint E Involved People
® Service Request E Certified Professionals
® Comments
Program Specific Applications, and its Support Code tables, with primary applications
consisting of:
® Hazardous Materials ® Site Remediation
® Hazardous Waste ® Underground Storage Tanks
® Onsite Septic ® Underground Storage Tank Owners
E Public Water System ® Water Wells
® Recyclable Materials
Financials, and its Support Code tables, with primary applications consisting of:
® Accounts Receivable ® Scheduled Invoice Items
® Invoices ® Batch Payment Posting
® Invoice Line Items ® Daily Balances _
® Transactions History E Bar Code Payments
Administration, and its Support Code tables with primary applications consisting of:
E Employee E Employee Health and Accident Logging
E Employee Training Received E Processing Errors
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial K-19- Initial
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License and Support Agreement Renewal
Decade Software Company, LLC
Envision Connect
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Envision Connect software for the Mobile Inspector and its Support Code tables
consisting of:
® Envision Connect Inspection Workflow
❑ Event Scheduler Workflow (e.g. Household Hazardous Waste)
Field Inspection System
Field Inspection System (FIS) software and its Support Code tables consisting of.
® Client is licensed to deploy a desktop, non -replicated, version of the Field
Inspection System. This does not allow the use of the system on handheld
computers.
® Client is licensed to deploy a remote replicated version of the Field Inspection
System.
Envision Wireless
Envision Wireless
❑ Envision Wireless Software
❑ Envision Wireless Application Server Software
CUPASoft Interface
CUPASoft Interface consisting of the following forms:
® Business Activities
® Onsite Treatment Unit
® Business Identification
® Small Quantity Treatment
® Chemical Description
® Specified Waste Streams
® UST Tank - Page 1
® Conditionally Authorized
® UST Tank - Page 2
® Permit by Rule
® UST Installation
® Conditionally Exempt
® Recycle Materials - Page I
® Certification of Financial Assurance
® Recycle Materials - Page 2
® Remote Waste Consolidation
® Onsite Treatment Facility
® Hazard Waste Tank Closure
PA to CUPA Transfer Process (PACT)
No Participating Agencies will be submitting data through PACT
Facility details and financial data that will be transferred via PACT include the
following:
❑ Owner
❑ Facility
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004
❑ Hazardous Waste
❑ Underground Storage Tanks
Initial lc�L Initial _
License and Support Agreement Renewal
Decade Software Company, LLC
❑ General Health Program
❑ Hazardous Materials
❑ Above Ground Storage Tanks
❑ Site Remediation
Envision Press -Agent
Envision Press -Agent software consisting of:
❑ Inspection Results Web Publication
❑ Establishment Search
❑ View List of Regulated Activities
❑ View List of Inspections
❑ View Violations
UDF Editor
User Defined Fields (UDF) tool set consisting of:
® UDF Export/Import Tool
® UDF Editor
Envision Extender
Envision Extender software tool consisting of:
❑ External Database Lookup
❑ Data Maintenance Tool
Batch Payments Import
Batch Payments Import and Payment Processing software consisting of:
❑ Payment Records Import Tool
❑ Batch Payments Import Suspense
❑ Batch Payments Processing
❑ Batch Payments Activity Log
❑ Batch Processing Reports
Epitome
Epitome software and its Support Code tables consisting of:
❑ Immunization Tracking
❑ Immunization Scheduler
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial 0 initial
22
License and Support Agreement Renewal
Decade Software Company, LLC
Appendix B Professional Services
❑ Appendix B, Professional Services not applicable to this contract.
The items checked in this section are included in this agreement.
Decade will provide the following professional services:
® Custom Programming of Procedure/Functionality/Feature/Enhancement
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❑ Data Conversion Plan
A request for conversion of data requires samples of the Client database or data files
for mapping purposes.
❑ Custom Report
A request for a custom report requires a description of the report content and use.
❑ Training
A request for training requires an overview of what the client wants covered and the
number of attendees, location, etc.
❑ SQL Script
❑ Special Query
Client has allocated a budget for 20 hours of professional services for use as needed
throughout the Agreement term. In the event Client needs to use the 20 allocated hours
for any professional services Decade will complete a professional service request to
define the scope of work.
It may be necessary, to assure the successful implementation of our professional services,
to create additional documents that provide specific details describing the feature,
enhancement, report development or other service being provided. The additional
documents needed for the successful implementation of this service request are checked
below.
❑ No additional documents needed.
❑ Software Requirements Specifications (SRS)
❑ Conversion Plan
❑ Customized Report Request (CRR)
❑ Training Agenda
The Client will be presented a document checked above by Decade, which is
incorporated into this Agreement by reference herein. This document is a highly detailed
specification based upon the Client requirements document. Both parties must sign the
document. The [document name] constitutes the complete, final, and exclusive expression
of the parties' Professional Services, and it supersedes all proposals and other
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial �17 Initial
License and Support Agreement Renewal
Decade Software Company, LLC
24
communication made between the parties' concerning the Professional Services. The
[document name] cannot be modified except by written Agreement.
The following description represents a high-level and mutual understanding of the
custom programming projects.
[Basic project description and expectation of when project is deemed complete.]
Decade and client agree to communicate plans and issues using the following documents:
❑ Issues Log
As issues arise during implementation, either Decade or the Client can add issues to the
Issues Log. Client agrees, within 30 days of Decade's issue resolution notification, to test,
validate, and convey validation to Decade. Decade considers issues resolved when
validation is not received within 30 days.
❑ Decade will support and maintain software enhancements.
Decade will present the Client with a Notice of Acceptance upon completion of the
[software implementation]. Client will then have 30 days to return a signed copy of the
Notice of Acceptance back to Decade. If Client fails to return a Notice of Acceptance
within 30 days, and unless Client requests a 30 day extension prior to the end of the first
30 days, then acceptance by Client shall be deemed to have occurred.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 Initial n Initial
License and Support Agreement Renewal
Decade Software Company, LLC
Appendix C Total Fees
The items checked in this section are included in this agreement.
Fee Schedule
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Fee Item Initial Term Subse uent Term
® Agreement term — Envision License
® Agreement term — FIS License
® Professional Services
Decade will provide professional services for
Client in accordance with Appendix B,
Professional Services section of this
Agreement on an as needed basis billable at
the Consulation and Cutom Programming
Rate not to exceed $2,400.
❑ Web -based Training $100 per hour
Web -based training on the Internet. Web -
based training shall not exceed [00] hours
per [session].
❑ Sybase SQL Anywhere
Decade will purchase [version and license
description and number].
❑ Crystal Reports
Decade will purchase [version and license
description and number].
® Consultation and Custom Programming
$120 per hour
❑ Shipping and Handling of Sybase, Crystal,
[ ... ] Software
❑ Taxes
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004
q
Fee Estimated Fee
$ 9,780.00 $ 9,780.00
$ 8,750.00 $ 8,750.00
$ 2,400.00 $ 2,400.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total $ 20,930.00
$ 20,930.00
Initial -b Initial
License and Support Agreement Renewal 26
Decade Software Company, LLC
Appendix D Payment Schedule
License and Support Fees for Current Term
License and Support Fees will be invoiced annually by Decade.
License and Support Fees for Successive One Year Terms
License and Support Fees will be invoiced annually by Decade.
Professional Services
Client has allocated a not to exceed amount in Appendix C. In the event Custom
Programming is needed during the Agreement term Decade will invoice as follows:
Payment Amount/ Milestone
Percentage
50 Percent Approval of Project Specification
50 Percent Acceptance of work
Onsite Training
Payment Amount/ Milestone
Percentage
100 Percent At completion of each training event
Web Based Training
Payment Amount/ Milestone
Percentage
100 Percent At completion of each training event. Decade will invoice once
a month, at the beginning of the month, for all web based
training received during the prior month.
City of Vernon
Revision: 1.1 Revision Date: 06/14/2004 initial — initial
SUPPORTING
DOCUMENTS
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AGREEMENT FOR ENVIRONMENTAL HEALTH
DATA MANAGEMENT SERVICES
THIS AGREEMENT is made, entered into and executed in
triplicate originals, any copy of which may be considered and used as
the original hereof for all purposes, as of this (/� rd day of May,
2001, in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN
AND
THE CITY OF VERNON
(hereinafter referred to as
the "Customer")
4305 Santa Fe Avenue
Vernon, CA 90058
THE CALIFORNIA ASSOCIATION OF
ENVIRONMENTAL HEALTH
ADMINISTRATORS (hereinafter
referred to as "CAEHA")
3700 Chaney Court
Carmichael, CA 95608
DECADE SOFTWARE COMPANY
(hereinafter referred to as
"DSC")
4201 West Shaw Avenue
Suite 102
Fresno, CA 93722
RECITALS
WHEREAS, the Customer has need for certain environmental
health data management services; and
WHEREAS, CAEHA and DSC (collectively referred to herein as
"Contractor") work together to provide environmental health agencies
with Envision for Windows ("EFW"), an environmental data management
system that provides comprehensive data collection, storage, report
writing, and electronic data submission services; and
WHEREAS, the CAEHA acts as the marketing agent for EFW which
is owned and copyrighted by DSC (see Exhibit "A" which is attached
hereto and made a part hereof by this reference); and
WHEREAS, DSC possesses the skills and resources to provide
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the data management services desired by the Customer (see Exhibit "B"
which is attached hereto and made a part hereof by this reference) for
description of services) and can provide these services through a Site
License and Support Agreement as specified in Exhibit "C," which is
attached hereto and made a part hereof by this reference.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. SERVICES.
Contractor shall provide Customer with the EFW data
management system, including billing and inspection tracking, for the
Customer's various environmental health programs consistent with the
terms set out in Exhibit "B" and Exhibit "C" attached hereto.
2.' SITE LICENSE AGREEMENT.
Customer agrees to abide by the conditions contained in the
Site License and Support Agreement set out in Exhibit "C" attached
hereto.
3.
COMPENSATION AND TAXES.
(a) Customer shall pay CAEHA on behalf of Contractor
according to Pricing Schedule set out in Exhibit "D," which is
attached hereto and made a part hereof by this reference.
(b) Any tax, such as sales and use taxes, exclusive of
property and income taxes, that the Contractor is required to collect.
or pay based upon the sale and delivery of products or services under
this Agreement shall be paid by the Customer to CAEHA Contractor.
4. PAYMENT SCHEDULE.
Payments shall be made according to Pricing Schedule in
Exhibit "D."
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f � f
1 5. CONTRACT TERM.
2 This agreement shall become effective on the date set forth
3 above and continue through June 30, 2003. In the event the'Agreement
4 is not terminated, as specified herein, it shall be automatically
5 renewed for successive one (1) year -terms on July 1st of each year
6 with the same conditions in effect on June 30th of the preceding term.
7 6. TERMINATION.
8 (a) Breach of Contract.
9 Customer may immediately suspend or terminate this Agreement
10 in whole or in part where, in the determination of Customer, there is
11 a failure by Contractor to comply with any term or condition of this
121 Agreement.
131 Contractor may immediately suspend or terminate this
14 Agreement in whole or in part, if there is a failure on the part of
15 Customer to pay CAERA on behalf of the Contractor the agreed
16 compensation in full and in a timely manner. If either party violates
171 any terms or conditions of this Agreement, the party in violation will
lg be notified in writing of the other party's intent to terminate this
19 Agreement for cause, with the cause(s) specifically identified. The
20 party in violation will have thirty (30) days to correct the cause(s),
21 and if the corrections are not made, the party seeking termination
22 will have the right to terminate this Agreement.
23 (b) Without Cause.
24 Under circumstances other that those set forth above, this
25 Agreement may be terminated by either party upon the giving of thirty
26 (30) days written notice of intention to terminate.
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� � r
1 7. HOLD HARMLESS.
2 Contractor agrees to indemnify, save, and hold harmless
3 Customer, its officers and members from any and all claims and losses
4 occurring or resulting to Contractor in connection with the
5 performance of this Agreement.
6 Customer agrees to indemnify, save, and hold harmless
71 Contractor, its officers, agents and employees from any and all claims
8 and losses occurring or resulting to Customer in connection with the
9 performance of this Agreement.
101 B. INSURANCE.
11 CAEHA on behalf of Contractor shall name Customer as
12 additional insured on a Professional and Liability insurance policy
13 with a general aggregate coverage of $2,000,000. Contractor shall
14 submit to Customer documentation indicating compliance with this
15 minimum requirement no less than one (1) day prior to the beginning of
16 performance under this Agreement. Contractor shall not commence
171 performance of its services under this Agreement until the above
18 insurance has been obtained and proof of insurance has been filed with
19 and approved by the Customer.
20 9. GENERAL PROVISIONS.
21 (a) Independent Contractor.
22 In performance of the services covered by this Agreement, it
23. is understood that the Contractor is an independent contractor and
24 shall act in an independent capacity and not as an officer, agent, or
25 employee of the Customer.
26 Contractor shall not be eligible for, -nor claim any benefits
27 under, the Public Employee's Retirement System, State Unemployment
281 Insurance, Disability Insurance, Workers' Compensation Insurance, or
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1 other benefits through the Customer as such benefits are commonly
2 conferred upon employees of the Customer; provided, however, that
3 nothing contained herein shall be deemed to affect any benefits which
4 may have accrued to the Contractor while employed by any other public
5 or private employer, whether prior to or after the effective date of
6 this Agreement.
7 (b) Governing Law.
8 The parties hereto acknowledge and agree that each has been
9 given the opportunity to independently review this Agreement with
to legal counsel and has the requisite experience and sophistication to.
11 understand, and interpret and agree to the particular language of the
12 provisions hereof. In the event of any asserted ambiguity in, or
13 dispute regarding the interpretation of any matter herein, the
14 interpretation of the Agreement shall not be resolved by any rules of
15 interpretation providing for interpretation against the party who
16 causes the uncertainty to exist or against the party who drafted the
17 Agreement or who drafted that portion of the Agreement. This
18Agreement shall otherwise be interpreted and construed in accordance
19 with the laws of the State of California.
20 (c) Assignment and Subcontracting.
21 The parties recognize that a substantial inducement to
22 Customer for entering into this Agreement is the professional
23 reputation, experience and competence of Contractor. Assignments of
24 any or all rights, duties or obligations of the Contractor under this
25 Agreement will be permitted only with the express consent of the
26 Customer. Contractor shall not subcontract any -portion of the work to
27 be performed under this Agreement without the written authorization of
28 the Customer. If Customer consents to such subcontract, Contractor
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1 shall be fully responsible to Customer for all acts or omissions of
2 the subcontractor. Nothing in this Agreement shall create any
3 contractual relationship between Customer and subcontractor nor shall
4 it create any obligation on the part of the Customer to pay or to see
5 to the payment of any monies due to any such subcontractor.
6 (d) Modification.
7 Any matters of this Agreement may be modified from time to
8 time by the written consent of all parties without, in any Way,
9 affecting the remainder.
10 (e) Contractor Not Agent. Except as Customer may specify
11 in writing, Contractor shall have no authority, express or implied, to
12 act on behalf of Customer in any capacity whatsoever as an agent.
131 Contractor shall have no authority, expressed or implied, pursuant to
14 this Agreement to bind Customer to any obligation whatsoever.
15 (f) Notices. Notices to the parties, unless otherwise
16 requested in writing, shall be sent to:
17
Customer: THE CITY OF VERNON
18 ATTN: BRUCE V. MALKENHORST, CITY ADMINISTRATOR
CITY ADMINISTRATOR
19 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
20
CAEHA: CALIFORNIA ASSOCIATION OF ENVIRONMENTAL HEALTH
21 ADMINISTRATORS
ATTN: JUSTIN MALAN, EXECUTIVE DIRECTOR
22 3700 CHANEY COURT
CARMICHAEL, CA 95608
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24 DSC: DECADE SOFTWARE COMPANY
ATTN: KEVIN DELANEY, OWNER
25 -4201 WEST SHAW AVENUE, SUITE 102
FRESNO, CA 93722
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27 (g) Entire Agreement. This Agreement is the entire
28 agreement of the parties, Contractor represent that in entering into
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this Agreement, it has not relied on any previous representations or
understandings of any kind or nature.
(h) Benefit of Agreement. This Agreement shall bind and
benefit the parties hereto and their heirs, successors, and permitted
assigns.
10. Confidential Information.
(a) Access to Confidential Information. Customer may
provide Contractor with, or allow Contractor access to, certain
information not available to the public concerning, but not limited to
the City of Vernon, or businesses located in the City of Vernon. The
information may include, but is not limited to, company information,
taxes, sales, value of assets, utility usage, or other such
information. All such information shall be known as "Confidential
Information" and may not be used to circumvent the responsibility of
either party to this Contract.
(b) No Disclosure. Except as expressly permitted,
Contractor 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 Customer.
Contractor shall return any written Confidential Information, and
all copies made of such items, to Customer upon the Customer's written
request, but in any event not later than the date that Contractor has
performed all services to be performed pursuant to this Contract.
Contractor hereby agrees that such Confidential -Information and any
documents provided may be used by Contractor only as authorized by
Customer. Contractor shall take reasonable measures to avoid any
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1 disclosure of any such Confidential Information to any unauthorized
2 person.
3 (c) Court Ordered Disclosure. Contractor shall
4 immediately notify Customer of any court order or subpoena requiring
5 disclosure of Confidential Information, and shall cooperate with legal
6 counsel in the appeal or challenge .of any such order or subpoena.
71 Recipient may only disclose Confidential Information required to be
g disclosed pursuant to court order or subpoena after legal counsel has
g exhausted any lawful and timely appeal or challenge.
10 (d) Remedies. In addition to any other remedies that it
11 may have at law or in equity, Customer shall be entitled to a
12 temporary and permanent injunction by a court of competent
13 jurisdiction against any breach or threatened breach of the
14 Confidential Information provisions of this Contract. Contractor
15 acknowledges that in case of such breach or threatened breach of said
16 provisions, Customer would have no adequate remedy at law.
17 11. COUNTERPARTS. This Agreement may be executed
18 simultaneously in two or more counterparts, each of which shall be
19 deemed to be an original, but all of which together shall constitute
20 one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST•
i Z'
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
4�LL (JA 1AA C
EDUARDO OLIVO, City A ey
CITY OF VERNON
By:
LEONIS C. MAL �URG, Ma �or
CALIFORNIA ASSOCIATION OF
ENVIRONMENTAL HEALTH ADMINISTRATORS
By: `
A&-
U-u's-Ain Malan,
Title: Executive Director
By:
5�1 i.. �VDw art
Title:
DECADE SOFTWARE COMPANY
By:
Kevin Delaney
Title: Owner
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FO
EDUARDO OLIVO, City ttorney
By:
CITY OF VERNON
LEONIS C. MALBURG, Mayor
CALIFORNIA ASSOCIATION OF
ENVIRONMENTAL HEALTH ADMINISTRATORS
By:
Justin Malan,
Title: Executive Director
By:
Title:
iDEC E SOFTWARE COMPANY,
By:
vin Delaney
T i t l e: Qwna-r ,4A ,s cu L �►-
- 9 -
EXHIBIT
EXHIBIT A
1
2 CALIFORNIA ASSOCIATION OF ENVIRONMENTAL HEALTH ADMINISTRATORS
3 AND
4 DECADE SOFTWARE COMPANY
5 Committed to Promoting and Providing Excellence in Environmental
Health Data Management Services
6
Since 1994 the California Association of Environmental Health
7 Administrators (CAEHA) and Decade Software Company (DSC) have worked
8 together to provide environmental health agencies with Envision for
Windows (EFW) - the premier environmental data management sjrstem that
9 provides comprehensive data collection, storage, report writing, and
electronic data submission services.
10
As the marketing agent for EFW for environmental health programs in
11 California, CAEHA coordinates the establishment of service agreements
and partners with DSC in the ongoing development of software. CAEHA
12 utilizes its sales commission to serve Decade Software and its
software clients, and by enhancing the value of EFW in the following
13 ways:
14 . Offer contractual agreements for EFW service with CAEHA - a
15 California non-profit association;
• Encourage environmental health program staff participation in the
16 Envision User Group meetings;
• Provide financial support for the annual Envision User
171 Conference;
• Provide technical and policy guidance to DSC through bi-annual
18 CAEHA Board meetings and ongoing staff communication;
19 • Represent the interests of both DSC and EFW clients in California
legislative and regulatory actions that impact environmental
20 health data management;
• Facilitate and coordinate input from environmental health program
21 directors in California with respect to current and future agency
data management needs; and
22 . Facilitate the establishment of the EFW price structure that
23 ensures cost-effective service for clients.
24 Through this partnership, CAEHA has helped DSC develop the most
versatile and powerful data management system that meets or exceeds
25 the demands of environmental health agencies in the State of
California.
26
You are encouraged to contact Justin Malan, CAEHA Executive Director
27 at (916)944-7315 or at Justin@ccdeh.com or Kevin Delaney, owner of
Decade Software Company at 1-800-372-3632 or at
28 kevindelaney@decadesoftware.com if'you have any questions regarding
Envisions for Windows or CAEHA.
EXHIBIT A
EXHIBIT
to]
EXHIBIT B
1
SERVICES
2
3 1. On -Site Training
Contractor will provide the number of days of training classes
4 identified under the heading "Initial Training Services" in the
Pricing Schedule (Exhibit D) to include system administration and
5 user training. Contractor will also provide a training video and
manuals prior to the training classes.
6
Customer's personnel will prepare themselves for the training
71 classes by watching the video and reading the manuals that will
be provided by Contractor. A copy of the Envision for Windows
8 software system will be provided to the Customer for training
9 purposes.
10 Additional training at the Customer's site, beyond that
identified as Initial Training Services, for Customer's personnel
11 who have completed initial training classes during the first year
of operation, will be provided by Contractor at the Customer's
12 expense according to the training rate of $120 per hour.
Refresher training obtained at Contractor's site will be provided
131 at no charge.
14 For employees hired after the initial training provided in this
Agreement, training can be conducted by the Customer or
15 Contractor at the Customer's site. If provided by Contractor,
the training will be at an additional cost not to exceed Fourteen
16
Hundred Dollars ($1400.00) per day, including travel and
expenses, for groups of not to exceed four persons.
171812. Data Conversion
19 The Contractor will provide data conversion from the existing
data management systems used by the Customer into the EFW
20 software system according to the rate identified in the Pricing
Schedule (Exhibit D).
21
The computer systems to be converted include:
22
(1) 23 SWEEPS
Flat file system, redundant data..
24
Environmental health programs found within this database:
25
26 (a) Food manufacturers
(b) Food vehicles
27 (c) Garment manufacturers
(d) Solid Waste
28 (e) Underground Storage Tanks
EXHIBIT B
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This system contains the following types of data:
(i) Facility owner and facility name and address
(ii) Regulated programs found at a site
(iii) Daily Time and Activity Logging
(iv) Violations
Only MFR and DAR data files will be converted. No
billing files will be converted.
(2) MSDS
Flat file system, redundant data
Environmental health programs found within this database:
(a) Business Emergency Response Plans
This system contains the following types of data:
(i) Facility owner and facility name and address
(ii) Emergency Response Plans for the Facility as Whole
(iii) Emergency Response Plans for the Facility Plans
(iv) Hazardous Material Inventory
(3) HP Mainframe system for invoicing and permitting
Flat file system, redundant data
Environmental health programs found within this database:
(a) None
This system contains the following types of data:
(i) Facility owner and facility name and address
(ii) Billing address
(iii) Billing anniversary date
( iv) Permit
No financial history will be converted.
(4) Filemaker Pro
Flat file system, redundant data.
Environmental health programs found within this database:
(a) cross -connections
EXHIBIT B
(b) Stormwater site visit
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2 This system contains the following types of data:
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(i) Facility owner and facility name and address
4 (ii) Backflow devices, device particulars
5 The file conversion costs are based on a three (3) conversion
attempts methodology. Contractor's part of the data conversion
6 process is the importing of the files into the EFW system. The
Customer's part of the data conversion process is providing
71 Contractor with clean data records in the format that is
documented in Contractor's System Implementation Guide.
8 Contractor will provide the Customer with a written data
9 conversion plan.
101 The Customer will provide an estimate, in writing, to Contractor,
of the number of data records currently maintained and compare
11 the number with the data conversion result. The Customer will
provide Contractor data in the format specified in the System
12 Implementation Guide. Contractor will convert the data for the
Customer's review and ship it to the Customer. The Customer will
13 review the data for errors. This process will continue until the
data is clean and ready for final conversion.
14
As this process progresses, should the errors identified be due.
15 to Contractor's mishandling of the process, Contractor will make
the changes and convert the data for the Customer's review as
16 many times as required at no cost.
17 If the reason data is not converted correctly is due to an
18 oversight on the part of the Customer, Contractor will convert
the data again, up to a maximum of three times, without
19 additional costs. Additional and subsequent conversion will be
charged to the Customer at time and materials basis at the hourly
20 rate set in the Pricing Schedule.
21 Data will be made available to Contractor in a comma delimited
ASCII file format according to the format specified in the
22 written data conversion plan provided to the Customer by
Contractor.
23
The Customer will provide appropriate personnel to work on the
24 conversion. Personnel will be selected based on their
25 understanding of the data conversion goals and current software
and business practices.
26
Contractor and the Customer will track all conversations and
27 communications regarding the conversion. Weekly telephone calls
will be conducted between Contractor and the Customer staffs
28 prior to and during conversion process. Participants will be
notified in advance.
EXHIBIT B
1 Contractor and the Customer will maintain a conversion log
2 representing the issues and problems with the conversion.
Contractor and Customer staffs will review this log on a weekly
3 basis. Plans for correcting any problems will be discussed
between Contractor and the Customer staffs and noted in the log
4 in accordance with the methodology as defined in the System
Implementation Guide provided by DSC.
5
When conversion issues arise that require direction and approval
6 from the Customer, the Customer is responsible for responding
either by telephone, facsimile, or email within two working days.
7 Customer's normal working hours are 7:00 a.m. to 5:30 p.m.
Pacific Standard Time, Monday through Thursday, with Federal and
8 State holidays excluded. If no answer is provided within two (2)
9 working days, Contractor will, at its option, suspend conversion
efforts and attempt to reschedule or make the decision on behalf
10 of the Customer.
11 Data correction or restoration, unless caused by Contractor's
negligence, will be estimated or bid at the Customer's request,
12 and will be invoiced at Contractor's hourly rate set in the
Pricing Schedule.
13
3. Custom Programming
14
No custom programming is included in this Agreement.
15
4. Support Initiated outside Normal Working Hours
16
17 Contractor's normal working hours are 8:00 a.m. to 5:00 p.m.
Pacific Time, Monday through Friday, with Federal and State
18 holidays excluded. If Customer requires or initiates service
outside these hours, Customer will pay for such service at
1911 Contractor's hourly rate set in the Pricing Schedule.
20 5.Software Installation
21 If Contractor is required to travel to Customer's site to install
the software, Customer will pay for such support at Contractor's
22 hourly rate set in the Pricing Schedule.
23 6. Annual License and Support Fees
24 The annual license and support fees to be paid Contractor are
25 based on the following information provided by the Customer:
26 Number of environmental staff to be tracked: 7
Number of environmental staff using Field Inspection Software: 6
27 Number of facilities to be tracked: 2100
Total number of Program Records: 2127
28 Number of Complaints and Misc. Services each year: 132
Hazardous Materials Establishments: 600
EXHIBIT B
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Hazardous Waste Generators: 200
Hazardous Waste Tiered Treatment Facilities: 15
Active Underground Tank Facilities: 68
Total Number of Active Underground Tanks: 105
The Customer warrants that the volumes are as accurate as can be
estimated, and agrees that the license and support fees can be
reasonably increased by a written amendment to this Agreement,
signed by all parties, at any time based on additional volumes or
increased use of applications not previously specified, and
billed retroactively to the time when the increase in volumes or
use first occurred. For successive terms of this Agreement, the
license and support fee will be invoiced monthly by CAEHA, unless
Customer elects to pay the full year in advance.
Customer will allow Contractor to log onto the Customer system at
least once per year approximately ninety (90) days prior to the
renewal date to check on data record volumes.
If Contractor elects to increase prices for the successive term
of this Agreement, Contractor will notify the Customer in'writing
at least sixty (60) days prior to the end of the contract term.
Such increase will be embodied in an amendment to this Agreement.
7.Licensed Applications
The following are licensed applications of the Envision for
Windows to be used by Customer:
A. Core System, and its Support Code tables, with primary
applications consisting of:
Owner
Event Tracking
Co-owner
E-mail Integration
Facility
Self -Audit
General Health Program
Travel Expense Logging
General Health Permit
Violation Logging
Daily Activity Logging
Violation Enforcement
Logging
Complaint
Involved People
Service Request
Certified Professionals
Comments
User -defined Fields
B. Program Specific Applications, and Support Code Tables, with
primary applications consisting of:
Hazardous Materials
Hazardous Waste
Public Water Systems
Recyclable Materials
Site Remediation
Underground Storage
Tanks
Underground Storage Tank
Owners
Water Wells
EXHIBIT B
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Food
Solid Waste
Garment Manufacturing
Waste Processors
Laundry
Offal
Liquid Waste
C. Financials, and Support Code Tables, with primary
applications consisting of:
Accounts Receivable
Invoices
Invoice Line Items
Transactions History
Scheduled Invoice Items
Batch Payment Processing
Daily Balances
D. Administration, and Support Code Tables, with primary
applications consisting of:
Employee
Employee Training Received
Employee Health and Accident Logging
Processing Error
E. Field Inspection Software, and Support Code Tables
The Field Inspection System is included in this Agreement
when deployed at the desktop. Remote computing using the
Field Inspection System is covered under separate license.
F. System Applications, and their Support Code Tables not
included in this Agreement: NONE
EXHIBIT B
EXHIBIT
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EXHIBIT C
Decade Software Company
Site License and Support Agreement
1. Parties
This is a Site License and Support Agreement (hereinafter
"License Agreement") between Decade Software Company, with
principal place of business at 4201 West Shaw Avenue, Suite #102,
Fresno, California 93722 (hereinafter "DSC"), and'the Customer.
The Customer is: The City of Vernon
The Customer contact person is: Lewis Pozzebon
Whose title is: Director of Environmental Health
Whose telephone number is: 323 583-8811, Ext. 229
Whose fax is: (323) 588-4320
Whose e-mail is: Lpozzebon@ci.vernon.ca.us
And whose mailing address is: City of Vernon Health Department
4305 Santa Fe Avenue
Vernon, CA 90058
2. Envision for Windows
This License Agreement is for the use and support of a software
product called Envision for Windows.
The software includes computer programs, in object form, and all
related documentation and materials, and all modifications made
hereafter, in whole or in part, (hereinafter "Software"). The
Software is owned and copyrighted by DSC, and Customer will have
no rights other than the license use rights granted in this
License Agreement.
3. License
By this License Agreement Customer is granted a non -transferable,
non-exclusive license to use the Software for Customer's purposes
and only on Customer's computer system as described below.
Customer agrees not to allow any third party access to the
Software without written permission from DSC.
A single production version of the Software will be installed on
a local area network located at 4305 Santa Fe Avenue, Vernon, CA
90058.
Customer may copy Software only for backup and archival purposes.
Customer agrees to maintain appropriate records on the quantity
and location of all such copies, in whole or in part,.in any
form. Customer shall receive prior written approval from DSC
before copying any portion of the Software for any purpose other
than backup or archival use.
EXHIBIT V
1 4. Support Services Provided by DSC
2 The following services are included in the license and support
31 price:
4 a. Telephone Support - DSC will provide telephone support via a
toll free number for Customer "How to's" or problem
5 resolution. Problem resolution could involve logging onto
Customer's system through the Internet or a modem. This
6 support will be provided during DSO's regular business hours
which are 8:00 a.m. to 5:00 p.m. Pacific Time, Monday
7 through Friday.
8 b.Software Maintenance - DSC will provide software
maintenance, which includes bug fixes, and any required
9 modifications to keep the Software in conformance with the
10 specifications contained in the then current DSC Reference
Manual. DSC will amend the specifications only to remove
11 documentation errors, provide consistency of interpretation
or describe improvements to the Software. DSC will correct
12 any error or malfunction in the Software which prevents it
from operating in conformance with the specifications, or
13 DSC will provide a commercially reasonable alternative that
will conform to the specifications at DSC's expense.
14
if Customer's system is inoperable due to a reproducible
15 error or malfunction, and Customer is using the then current
release of the Software, DSC will provide continuous effort
16 to correct the error or malfunction.
171 c. Upgrades and Enhancements - DSC will periodically make
18 available to Customer upgrades and enhancements to the
Software. DSC will provide the necessary instructions and
software tools for Customer to effect upgrades and
19 modifications at DSO's expense-.
20 Customer will operate and maintain its data management system
21 at the current release level of the Software. DSC will
provide technical support of the current release, and continue
22 to provide technical support for one year after the release ol,
a new version of the Software. DSC will not be obligated to.
23 provide technical support or maintain prior versions of the
Software beyond the one year overlap period.
24 Although DSC will make all reasonable efforts to make upgrades
and enhancements within the License and Support price, DSC
25 will have the sole discretion to decide if new Software is a
26 no charge upgrade or enhancement, or a billable offering.
Billable offerings are optional, and Customer will not be
27 required to purchase them to maintain the current release
level.
28 d. User Group Participation - Customer may send representatives
EXHIBIT C
to any user group meeting conducted by DSC. DSC will
1 establish user group meetings in Southern California. DSC
will provide Customer with adequate written notice of the
2 user group meetings so that Customer may send a
representative if Customer so desires.
3
e. Refresher Training - There will be no charge for refresher
4 training conducted at DSO's office on mutually agreeable
dates, if the material was covered and the attendee(s) was
5 included in the Customer's initial training. Refresher
training does not include training for new Software or
61 Customer staff who have not been trained before, which are
fee -based items. .New software training charges not included
7 in the services under Exhibit B will need to be quoted and
approved by modification of this License Agreement or a new
8 license agreement.
9 5. Customer Responsibilities
Customer is responsible for the following:
10 a. provide personnel whom Customer believes are knowledgeable,
competent operators with an understanding of Customer's
11 operations.
b. Schedule on -site or classroom training to properly prepare
12 Customer's staff for using the Software.
c. Backup files and programs daily, or whenever they change,
13 and keep the backup in a secure place.
d. Notify DSC as soon as problems appear.
14
6. Customer Responsibilities Upon Termination
15 Customer will cease using the Software immediately upon
termination of the License Agreement. Within thirty (30) days
16 after termination for any reason, Customer will furnish DSC an
affidavit certifying that the original and all copies, in whole
17 or in part, of the Software have been returned to DSC or
destroyed by Customer. DSC acknowledges that data loaded into
18 the Software is owned and controlled by the Customer.
19 7. Employment by Customer of DSC's Staff
20 If Customer, directly hires a DSC specialist who has provided
service to Customer within six (6) months of specialist's
21 termination from DSC, Customer will pay DSC an amount equal to
six (6) months wages of specialist at time of termination.
22
8. Limitation of DSO's Warranty and Liability
23 DSC will make every reasonable effort to provide the Software to
manage the environmental health data required by the Customer.
24
DSC warrants...that the media used to deliver the Software to
25 Customer is free from mechanical or recording defects, and if
such defects are found, DSC will immediately replace the
26 defective media.
27 DSC will not be liable for any damage resulting from loss of data
28 (unless caused by DSC staff accessing Customer's computer),
profits, use of products, claims by third parties, or for any
EXHIBIT
EXHIBIT
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EXHIBIT D
Pricing Schedule (Revised)
ANNUAL LICENSE AND SUPPORT FEES
A. Envision for Windows License Fee ..................... $ 9,780.00
B. Field Inspection Software .......................................... $ 8,750.00
PAYMENT SCHEDULE:
FIRST YEAR
25% within 30 days following the effective date of the
Agreement (provided Contractor has supplied the
appropriate certificate of insurance)
25% within 30 days following the delivery of Software
30% within 30 days following the pre -acceptance testing
20% within 6 months following the installation of the
Software, or the Customer's written acceptance of the
delivery and installation of the Software, whichever comes
first.
SUBSEQUENT YEARS FOLLOWING FIRST YEAR
Full payment within 30 days following the annual anniversary
date of the effective date of the Agreement, or invoicing by
Contractor, whichever is later
2. THIRD PARTY SOFTWARE PURCHASE
A. Sybase SQL Anywhere License .................................... $ 2,265.00
B. Crystal Reports Developer License .................. $ 500.00
3. INITIAL TRAINING SERVICES
Nine days training at Customer's site for up to 6
people............................................................................................................... $15, 855.00
4.
11®
PAYMENT SCHEDULE:
100% within 30 days following the completion of training dates
DATA CONVERSION
Conversion of SWEEPS, HP Mainframe, Filemaker Pro
andMSDS data....................................................................................... $17, 500.00
PAYMENT SCHEDULE:
30% within 30 days following the effective date of Agreement
(provided Contractor has supplied the appropriate
certificate of insurance)
50% within 30 days of an Initial Data Conversion Specification
20% within 30 days of Acceptance of the Converted Data
HOURLY / TRAINING RATE
HOURLYRATE............................................................................................. $ 120.00
(initial) (initial) C (initial)
EXHIBIT
1
RESOLUTION NO. 7756
2
R RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT FOR ENVIRONMENTAL HEALTH DATA
4 MANAGEMENT SERVICES AND DECADE SOFTWARE COMPANY
5 SITE LICENSE AND SUPPORT AGREEMENT FOR THE USE OF
ENVISION FOR WINDOWS SOFTWARE
0
711 WHEREAS, the Environmental Health Department desires to
8 consolidate its data software systems into one comprehensive system to
9 increase productivity and efficiency by eliminating separat6,data
10 entry and maintenance of information, increase reporting capabilities,
11 and lower the cost of operation by eliminating the payment of
12 licensing and use fees for overlapping data systems; and
13 WHEREAS, the Envision for Windows software program is an
14 environmental data management system that provides comprehensive data
15 collection, storage, report writing, and electronic data submission
16 services; and
17 WHEREAS, the California Association of Environmental Health
18 Administrators ("CAEHA") is the marketing agent for Envision For
19 Windows software for environmental health programs in California and
20 coordinates the establishment of service agreements and partners with
21 IDecade Software Company, LLC ("Decade") in the ongoing development of
22 software; and
23 WHEREAS, Decade represents that it is capable of providing
24 professionally trained and qualified personnel to consult and support
25 the operation of the Envision for Windows software program for the
26 Vernon Environmental Health Department; and
27 WHEREAS, on March 20, 2001, the Finance Committee approved
28 the recommendation of Bruce V. Malkenhorst, the Director of. Finance,
1 dated March 12, 2001, that the City purchase the Envision for Windows
2 software program from Decade at a cost of approximately Forty -Eight
3 Thousand Dollars and No Cents ($48,000.00); and
4 WHEREAS, on May 14, 2001, the Finance Committee approved the
5 recommendation of Bruce V. Malkenhorst, the Director of Finance, dated
6 May 3, 2001, that additional funds of approximately Twenty -Five
7 Thousand Dollars and No Cents ($25,000.00) be approved for the
8 purchase of the Envision for Windows software program; and
9 WHEREAS, Decade, CAEHA and the City of Vernon desire to
10 enter into an Agreement for Environmental Health Data Management
11 Services setting forth the terms and conditions of the services to be
12 performed for the licensing, support, training and conversion of data
13 for the City's use of the Envision for Windows software program; and
14 WHEREAS, the City Council of the City of Vernon has
15 determined that, pursuant to the provisions of subsection (a) of
16 Section 2.27 of the Vernon City Code, it is in the public interest and
17 necessity to enter into an Agreement for Environmental Health Data
18 Management Services with Decade and CAEHA for the use of the Envision
19 for.Windows software program to allow the Environmental Health
20 Department to utilize one comprehensive environmental health data
21 software system to enhance the Department's services to the Vernon
22 11 community.
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
24 CITY OF VERNON AS FOLLOWS:
25 SECTION 1: The City Council of the City of Vernon hereby
26 finds and determines that the recitals contained hereinabove are true
27 Hand correct.
28 II
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1 SECTION 2: The City Council of the City of Vernon hereby
2 approves the Agreement for Environmental Health Data Management
3 Services with Decade and CAEHA, a copy of which is attached hereto as
4 Exhibit "A" and made a part hereof.
5 SECTION 3: The City Council of the City of Vernon hereby
6 authorizes the Mayor and the City Clerk to execute said Agreement for,
7 and on behalf of, the City of Vernon.
8 SECTION 4: The City Council of the City of Vernon hereby
9 directs the City Clerk, or his designee, to send one fully executed
10 Agreement to each of the following:
11 Decade Software Company, LLC
Attn. Kevin Delaney
12 4201 W. Shaw Avenue, Suite 102
13 Fresno, CA 93722
14 California Association of Environmental Health
Administrators
15 Attn. Justin Malan, Executive Director
3700 Chaney Court
16 Carmichael, CA 95608
17
18 SECTION 5: The City Clerk of the City of Vernon shall
19 certify to the passage of this resolution, and thereupon and
20 thereafter the same shall be in full force and effect.
21 APPROVED AND ADOPTED this 23`d day of May, 2001.
22
23
24
25 HATTEST:
26 j
27
BRUCE V. MALKENHORST, City Clerk
28
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4.
LEONIS C. MALBUR , Mayor
1 STATE OF CALIFORNIA )
ss
2 COUNTY OF LOS ANGELES )
3
4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 7756, was duly adopted by the City Council of the City of Vernon at an
7 adjourned regular meeting of the City Council duly held on Wednesday,
8 May 23, 2001, and thereafter was duly signed by the Mayor of the City
9 of Vernon. '
10 /
11 BRUCE V. MALKENHORST, City Clerk
12
13 (SEAL)
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EXHIBIT
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2
AGREEMENT FOR ENVIRONMENTAL+ HEALTH
DATA MANAGEMENT SERVICES
THIS AGREEMENT is made, entered into and executed in
triplicate originals, any copy of which may be considered and used as
the original hereof for all purposes, as of this Iday of May,
2001, in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN
Wd
RECITALS
THE CITY OF VERNON
(hereinafter referred to as
the "Customer")
4305 Santa Fe Avenue '
Vernon, CA 90058
THE CALIFORNIA ASSOCIATION OF
ENVIRONMENTAL HEALTH
ADMINISTRATORS (hereinafter
referred to as "CAEHA")
3700 Chaney Court
Carmichael, CA 95608
DECADE SOFTWARE COMPANY
(hereinafter referred to as
"DSC")
4201 West Shaw Avenue
Suite 102
Fresno, CA 93722
WHEREAS, the Customer has need for certain environmental
health data management services; and
WHEREAS, CAEHA and DSC (collectively referred to herein as
"Contractor") work together to provide environmental health agencies
with Envision for Windows ("EFW"), an environmental data management
system that provides comprehensive data collection, storage, report
writing, and electronic data submission services; and
WHEREAS, the CAEHA acts as the marketing agent for EFW which
is owned and copyrighted by DSC (see Exhibit "A" which is attached
hereto and made a part hereof by this reference); and
3 WHEREAS, DSC possesses the skills and resources to provide
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:he data management services desired by the Customer (see ExYi3 "B"
which is attached hereto and made a part hereof by this reference) for
description of services) and can provide these services through a Site
License and Support Agreement as specified in Exhibit "C," which is
attached hereto and made a part hereof by this reference.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. SERVICES.
Contractor shall provide Customer with the EFW data
management•system,. including billing and inspection tracking, for the
Customer's various environmental health programs consistent with the
terms set out in Exhibit "B" and Exhibit "C" attached hereto.
2. SITE LICENSE AGREEMENT.
Customer agrees to abide by the conditions contained in the
Site License and Support Agreement set out in Exhibit "C" attached
hereto.
3. COMPENSATION AND TAXES.
(a) Customer shall pay CAEHA on behalf of Contractor
according to Pricing Schedule set out in Exhibit "D," which is
attached hereto and made a part hereof by this reference.
(b) Any tax, such as sales and use taxes, exclusive of
property and income taxes, that the Contractor is required to collect
p Y
or pay based upon the sale and delivery of products or services under
this Agreement shall be paid by the Customer to CAEHA Contractor.
4. PAYMENT SCHEDULE.
' Payments shall be made according to Pricing Schedule in
S
7 Exhibit "D."
8
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5. CONTRACT TERM.
This agreement shall become effective on the date set forth
above and continue through June 30, 2003. In the event the Agreement
is not terminated, as specified herein, it shall be automatically
renewed for successive one (1) year terms on July 18t of each year
with the same conditions in effect on June 30th of the preceding term.
28
6. TERMINATION.
(a) Breach of Contract.
Customer may immediately suspend or terminate this Agreement
in whole or in part where, in the determination of Customer, there is
a failure by Contractor to comply with any term or condition of this
Agreement.
Contractor may immediately suspend or terminate this
Agreement in whole or in part, if there is a failure on the part of
Customer to pay CAEHA on behalf of the Contractor the agreed
compensation in full and in a timely manner. If either party violates
any terms or conditions of this Agreement, the party in violation will
be notified in writing of the other party's intent to terminate this
Agreement for cause, with the cause(s) specifically identified. The
party in violation will have thirty (30) days to correct the cause(s),
and if the corrections are not made, the party seeking termination
will have the right to terminate this Agreement.
(b) Without Cause.
Under circumstances other that those set forth above, this
Agreement may be terminated by either party upon the giving of thirty
(30) days written notice of intention to terminate.
- 3 -
1 7. HOLD HARMLESS.
2 Contractor agrees to indemnify, save, and hold harmless
3
Customer, its officers and members from any and all claims and losses
4 occurring or resulting to Contractor in connection with the
51 performance of this Agreement.
6 Customer agrees to indemnify, save, and hold harmless
7
Contractor, its officers, agents and employees from any and all claims
ulting to Customer in connection with the
g and losses occurring or res
9 performance of this Agreement.
10 .8. INSURANCE.
11 CAEHA on behalf of Contractor shall name Customer as
12 additional insured on a Professional and Liability insurance policy
13 with a general aggregate coverage of $2,000,000. Contractor shall
submit to Customer documentation indicating compliance with this
14
s than one (1) day prior to the beginning of
15 minimum requirement no les
16 performance under this Agreement. Contractor shall not commence
17 performance of its services under this Agreement until the above
18 insurance has been obtained and proof of insurance has been filed with
19 and approved by the Customer.
20 9. GENERAL PROVISIONS.
21 (a) Independent Contractor.
22
In performance of the services covered by this Agreement, it
23 is understood that the Contractor is an independent contractor and
24
shall act in an independent capacity and not as an officer, agent, or
25 employee of the Customer.
eligible for, -nor claim any benefits
26 Contractor shall not be
27 under, the Public Employee's Retirement System, State Unemployment
28 Insurance, Disability Insurance, Workers' Compensation Insurance, or
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ether benefits through the Customer as such benefits are commonly
conferred upon employees of the Customer; provided, however, that
nothing contained herein shall be deemed to affect any benefits which
may have accrued to the Contractor while employed by any other public
or private employer, whether prior to or after the effective date of
this Agreement.
(b) Governing Law.
The parties hereto acknowledge and agree that each,has been
given the opportunity to independently review this Agreement with
legal counsel and has the requisite experience and sophistication to
understand, and interpret and agree to the particular language of the
27
2
provisions hereof. In the event of. any asserted ambiguity in, or
dispute regarding the interpretation of any matter herein, the
interpretation of the Agreement shall not be resolved by any rules of
interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the
Agreement or who drafted that portion of the Agreement. This
Agreement shall otherwise be interpreted and construed in accordance
with the laws of the State of California.
(c) Assignment and Subcontracting.
The parties recognize that a substantial. inducement to
Customer for entering into this Agreement is the professional
reputation, experience and competence of Contractor. Assignments of
any or all rights, duties or obligations of the Contractor under this
Agreement will be p ermitted only with the express consent of the
Customer. Contractor shall not subcontract any portion of the work to
be performed under this Agreement without the written authorization of
gl the Customer. If Customer consents to such subcontract, Contractor
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shall be fully responsible to Customer for all acts or omissions of
the subcontractor. Nothing in this Agreement shall create any
contractual relationship between Customer and subcontractor nor shall
it create any obligation on the part of the Customer to pay or to see
to the payment of any monies due to any such subcontractor.
(d) Modification.
27
2
Any matters of this Agreement may be modified from time to
time by the written consent of all parties without, in any way,
affecting the remainder.
nt. Except as Customer may specify
(e) Contractor Not Age
in writing, Contractor shall have no authority, express or implied, to
act on behalf of Customer in any capacity whatsoever as an agent.
Contractor shall have no authority, expressed or implied., pursuant to
this Agreement to bind Customer to any obligation whatsoever.
(f) Notices. Notices to the parties, unless otherwise
requested in writing, shall be sent to:
B
Customer: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST, CITY ADMINISTRATOR
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
CAEHA: CALIFORNIA ASSOCIATION OF ENVIRONMENTAL HEALTH
ADMINISTRATORS
ATTN: JUSTIN MALAN, EXECUTIVE DIRECTOR
3700 CHANEY COURT
CARMICHAEL, CA 95608
DSC: DECADE SOFTWARE COMPANY
ATTN: KEVIN DELANEY, OWNER
4201 WEST SHAW AVENUE, SUITE 102
FRESNO, CA 93722
(g) Entire Agreement. This Agreement is the entire
tor represent that in entering into
agreement of the parties, Contrac
- 6 -
1 this Agreement, it has not relied on any previous representations or
2 understandings of any kind or nature.
3 (h) Benefit of Agreement. This Agreement shall bind and
41 benefit the parties hereto and their heirs, successors, and permitted
5 assigns.
6 10. Confidential Information.
7 (a) Access to Confidential Information. Customer may
8 provide Contractor with, or allow Contractor access to, certILin
9
information not available to the public concerning, but not limited to
10 the City of Vernon, or businesses located in the City of Vernon. The
11
information may include, but is not limited to, company information,
12 taxes, sales, value of assets, utility usage, or other such
13 information. All such information shall be known as "Confidential
14 Information" and may not be used to circumvent the responsibility of
15 either party to this Contract.
16
(b) No Disclosure. Except as expressly permitted,
17 Contractor shall not disclose, permit the disclosure of, release,
18
disseminate, or transfer, whether orally or by any other means, any
19 part of such Confidential Information to any other person or entity,
20 whether corporate, governmental, or individual, without the express
21 prior written consent of an authorized representative of Customer.
22 Contractor shall return any written Confidential Information, and
23 all copies made of such items, to Customer upon the Customer's written
ot later than the date that Contractor has
24 request, but in any event n
25 performed all services to be performed pursuant to this Contract.
26 Contractor hereby agrees that such Confidential•Information and any
27 documents provided may be used by Contractor only as authorized by
28 Customer. Contractor shall take reasonable measures to avoid -any
- 7 -
1 disclosure of any such Confidential Information to any unauthorized
2 person.
3 (c) Court ordered Disclosure. Contractor shall
court order or subpoena requiring
4 immediately notify Customer of any
5 discl
osure of Confidential Information, and shall cooperate with legal
6 counsel in the appeal or challenge of any
such order or subpoena.
7 Recipient may only disclose Confidential Information required to be
8
disclosed pursuant to court order or subpoena after legal counsel has
9
exhausted any lawful and timely appeal or challenge.
10 -(d) Remedies. In addition to any other remedies that it
11 may have at law or in equity, Customer shall be entitled to a
12
temporary and permanent injunction by a court of competent
13 jurisdiction against any breach or threatened breach of the
rmation provisions of this Contract. Contractor
14 Confidential Info
15 acknowledge
s that in case of such breach or threatened breach of said
16 provisions, Customer would have no adequate remedy at law.
17 11. COUNTERPARTS. This Agreement may
be executed
18
simultaneously in two or more counterparts, each of which shall be
19 deemed to be an original, but all of which together shall constitute
20 one and the same instrument.
21
22
23
24
25
26
27
28
- 8 -
1 IN WITNESS WHEREOF, the parties have caused this Agreement to
2 be executed by and through their authorized officers on the date,
3 month and year first written above.
4
CITY OF VERNON
5
6 By:
LEONIS C. MALBURG, Mayor
7
ATTEST:
8
9 BRUCE V. MALKENHORST, City Clerk
10
APPROVED AS TO FORM:
11
12 EDUARDO OLIVO, City Attorney
13 CALIFORNIA ASSOCIATION OF
14 ENVIRONMENTAL HEALTH ADMINISTRATORS
15 By:
Jus 'n Malan,
16 Title: Executive Director
17
By:
18 3NE2lt. P3A t�a1.v ►►-1
Title:
19 U
20 DECADE SOFTWARE COMPANY
21
By:
22 Kevin Delaney
Title: Owner
23
24
25
26
27
28
t
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
181
19
20
21
22
23
24
2E
2E
2'
21
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUAR.DO OLIVO, City Attorney
31
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
CALIFORNIA ASSOCIATION OF
ENVIRONMENTAL HEALTH ADMINISTRATORS
By: .
Justin Malan,
Title: Executive Director
By:
Title:
ECADE SOFTWA1tE COMPANY, C.�-
By: '
Kevi elaney
Title:— Im a •"A��N
- 9 -
EXHIBIT A
1
2 CALIFORNIA ASSOCIATION OF ENVIRONMENTAL HEALTH ADMINISTRATORS
AND
3
4 DECADE SOFTWARE COMPANY
5 Committed to Promoting and Providing Excellence in Environmental
Health Data Management Services
6
Since 1994 the California Association of Environmental Health
7 Administrators (CAEHA) and Decade Software Company (DSC) have worked
together to provide environmental health agencies with Envision for
8 Windows (.EFW) - the premier environmental data management system that
9 provides comprehensive data collection, storage, report writing,
and
electronic data submission services.
10 in
As the marketing agent for EFW for environmental health programs
11 California, CAEHA coordinates the establishment of service agreements
and partners with DSC in the ongoing development of software. CAEHA
12 utilizes its sales commission tonse he Decade
value ofSoftware
and EFW in the following
its
software clients, and by enhancing
13 ways:
14 . Offer contractual agreements for EFW service with CAEHA - a
15 California non-profit association; staff participation in the
• Encourage environmental health program
16 Envision User Group meetings;
. Provide financial support for the annual Envision User
17 Conference;
Provide technical and policy guidance to DSC through bi-annual
18 CAEHA Board meetings and ongoing staff communication;
19 . Represent the interests of both DSC and EFW clients environmental
California
legislative and regulatory actions that impact
20 health data management; . Facilitate and coordinate input from environmental health program
g
21 directors in California with respect to current and future agency
data management needs; and
22 . Facilitate the establishment of the EFW price structure that
23 ensures cost-effective service for clients.
24 Through this partnership,
CAEHA has helped DSC develop the most
versatile and powerful data management system that meets or exceeds
25 the demands of environmental health agencies in the State of
California.
26
You are encouraged to contact Justin Malan, CAEHA Executive�e�eofor
27 at (916)944-7315 or at Justin@ccdeh.com or Kevin Delaney, o
Decade Software Company at 1-800-372-3632 or ay questions regarding
28 kevindelaney@decadesoftware.com if you have an
Envisions for Windows or CAEHA. EMT$=T A•
EXHIBIT B
1
SERVICES
2
3 1. On -Site Training
Contractor will provide the number of days of training cl asses
4 identified under the heading "Initial Training
in the
Pricing Schedule (Exhibit D) to include system administnandd
5 user training. Contractor will also provide a training video
manuals prior to the training classes.
6
Customer's personnel will prepare themselves for the training
7 classes by watching the video and reading the manuals that will
be provided by Contractor. A copy of the Envision for Windows
8 software system will be provided to the Customer for training
9 purposes.
10 Additional training at the Customer's site, beyond that
identified as Initial Training Services, for customer'sfpert year
11 sonnel
who have completed initial training classes during
theof operation, will be provided by Contractor at the Customer's
12 expense according to the training rate of $120 per hour.
Refresher training obtained at Contractor's site will be provided
13 at no charge.
14 For employees hired after the initial training provided in this
Agreement, training can be conducted by the customer
15 Contractor at the Customer's site. If provided by Contractor,
the training will be at an additional cost notto
cand Fourteen
16 Hundred Dollars ($1400.00) per day, including el
17 expenses, for groups of not to exceed four persons.
18 2. Data Conversion
19 The Contractor will provide data conversion from the existing
data management systems used by the Customer into the EFW
20 software system according to the rate identified in the.Pricing
Schedule (Exhibit D).
21
The computer systems to be converted include:
22
(1) SWEEPS
23
Flat file system, redundant data..
24
Environmental health programs found within this database:
25
26 (a) Food manufacturers
(b) Food vehicles
27 (c) Garment manufacturers
(d) Solid Waste
28 (e) Underground -Storage Tanks
This system contains the following types of data:
1
2
(i) Facility owner and facility name and address
31
(ii) Regulated programs found at a site
(iii) Daily Time and Activity Logging
4
(iv) Violations
5
Only MFR and DAR data files will be converted. No
6
billing files will be converted.
7
(2) MSDS
8
Flat file system, redundant data °
9
Environmental health programs found within this database:
10
(a) Business Emergency Response Plans
11
This system contains the following types ofdata:
12
(i) Facility owner and facility name and address
Facility as Whole
13
(ii) Emergency Response Plans for the
Plans for the Facility Plans
(iii) Emergency Response
14
(iv) Hazardous Material Inventory
15
(3) HP Mainframe system for invoicing and permitting
16
Flat file system, redundant data
17
Environmental health programs found within this database:
18
( a) None
19
This system contains the following types of data:
20
(i) Facility owner and facility name and address
211
(ii) Billing address
(iii) Billing anniversary date
22
(iv) Permit
23
No financial history will be converted. -
24
(4) Filemaker Pro
25
Flat file system, redundant data.
26
Environmental health programs found within this -database:
27
28
(a) Cross -connections
(b) Stormwater site visit
1
This system contains the following types of data:
2
3 (i) Facility owner and facility name and address
4 (ii) Backflow devices, device particulars
5 The file conversion costs are based on a three (3) conversion
attempts methodology. Contractor's part.of the data conversion
6 process is the importing of the files into the EFW system. The
Customer's part of the data conversion process is providing
7 Contractor with clean data records in the format that is
documented in Contractor's System Implementation Guide.
8 Contractor will provide the Customer with a written data
.
conversion plan.
9
10 The Customer will provide an estimate, in writing, to Contractor,
of the number of data records currently maintained and compare
the number with the data conversion result. The Customer will
11
provide Contractor data in the format 'specified in the System
Implementation Guide. Contractor will convert the data for the
Customer's review and ship it to the Customer. The Customer wi
12 ll
131 review the data for errors. This process will continue until the
data is clean and ready for final conversion.
14
As this process progresses, should the errors identified be due
15 to Contractor's mishandling of the process, Contractor will make
the changes and convert the data for the Customer's review as
16 many times as required at no cost.
17 If the reason data is not converted correctly is due to an
18 oversight on the part of the Customer, Contractor will convert
the data again, up to a maximum of three times, without
19 additional costs. Additional and subsequent conversion will be
charged to the Customer at time and materials basis at the hourly
20 rate set in the Pricing Schedule.
21 Data will be made available to Contractor in a comma delimited
ASCII file format according to the format specified in the
22 written data conversion plan provided to the Customer by
Contractor.
23
The Customer will provide appropriate personnel to work on the
24 conversion. Personnel will be selected based on their
25 understanding of the data conversion goals and current software
and business practices.
26
Contractor and the Customer will track all conversations and
27 communications regarding the conversion. Weekly telephone calls
will be conducted between Contractor and the Customer staffs
28 prior to and during conversion process. Participants will be
notified in advance.
E BMT B
1 Contractor and the Customer will maintain a conversion log
2 representing the issues and problems with the conversion..
Contractor and Customer staffs will review this log on a weekly
3 basis. Plans for correcting any problems will be discussed
between Contractor and the Customer staffs and noted in the log
4 in accordance with the methodology as defined in the System
Implementation Guide provided by DSC.
5
When conversion issues arise that require direction and approval
6 from the Customer, the Customer is responsible for responding
either by telephone, facsimile, or email within two working days.
7 Customer's normal working hours are 7:00 a.m. to 5:30 p.m.
Pacific Standard Time, Monday through Thursday, with Federal and
81 State holidays excluded. If no answer is provided within two (2)
9 working days, Contractor will, at its option, suspend conversion
efforts and attempt to reschedule or make the decision on behalf
10 of the Customer.
11 Data correction or restoration, unless caused by Contractor's
negligence, will be estimated or bid at the Customer's request,
12 and will be invoiced at Contractor's hourly rate set in the
Pricing Schedule.
13
3.Custom Programming
14
No custom programming is included in this Agreement.
15
4.Support Initiated Outside Normal Working Hours
16
17 Contractor's normal working hours are 8:00 a.m. to 5:00 p.m.
Pacific Time, Monday through Friday, with Federal and State
18 holidays excluded. If Customer requires or.initiates service
outside these hours, Customer will pay for such service at
19 Contractor's hourly rate set in the Pricing Schedule.
20 5.Software Installation
21 If Contractor is required to travel to Customer's site to install
the software, Customer will pay for such support at Contractor's
22 hourly rate set in the Pricing Schedule.
23 6.Annual License and Support Fees
24 The annual license and support fees to be paid Contractor are
based on the --following information provided by the Customer:,
25
26 Number of environmental staff to be tracked: 7
Number of environmental staff using Field.Inspection Software: 6
27 Number of facilities to be tracked: 2100
Total number of Program Records: 2127
28 Number of Complaints and Misc. Services each year: 132
Hazardous Materials Establishments: 600
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
2E
2E
2'
2
Hazardous Waste Generators: 200
Hazardous Waste Tiered Treatment Facilities: 15
Active Underground Tank Facilities: 68
Total Number of Active Underground Tanks: 105
The Customer warrants that the volumes are as accurate
ccur tesas can be
estimated, and agrees that the license and support
reasonably increased by a written amendment to this Agreement,
signed by all parties, at any time based,on additional volumes or
increased use of applications not previously specified, and
billed retroactively to the time when the increase in volumes or
use first occurred. For successive terms of this Agreement,
the
license and support fee will be invoiced monthly by re
less
Customer elects to pay the'full year in advance.
Customer will allow Contractor to log onto the Custosttheat
least once per year approximately ninety (90) days prior t
renewal date to check on data record volumes.
If Contractor elects to increase prices for the successive term
of this Agreement, Contractor will notify the Customer in writing
at least sixty (60) days prior to the end of the contract term.
Such increase will be embodied in an amendment to this Agreement.
7'. Licensed Applications
The following are licensed applications of the Envision for
Windows to be used by Customer:
A. Core System, and its Support Code tables, with primary
applications consisting of:
Owner
Co-owner
Facility
General Health Program
General Health Permit
Daily Activity Logging
Complaint
Service Request
Comments
Event Tracxin9
E-mail Integration
Self -Audit
Travel Expense Loggin
Violation Logging
Violation Enforcement
Loac[inq
Involved People
Certified Profess
User -defined Fiel
s
B. Program Specific Applications, and Support Code Tables, with
primary.. applications consisting of:
Hazardous Materials
Public Water Systems
Site Remediation
31 . I Owners
Storage
Hazardous Waste
Recyclable Materials
ri„Aeraround Storage
Tanks
Water Wells
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15'
16
17
18
19
20
21
22
23
24
25
26
2i
2E
Food
Solid Waste
Garment Manufacturing
Waste Processors
Laundry
Offal
Liquid Waste
C. Financials, and Support Code Tables, with primary
applications consisting of:
Accounts Receivable
Invoices
Invoice Line Items
Transactions History
Scheduled Invoice Items
Batch Payment Processing
Daily Balances
D. Administration, and Support Code Tables, with priniary
applications consisting of:
Emnlovee
Employee Training Received
Employee Health and Accident Logging
Processing Error
E. Field Inspection Software, and Support Code Tables
The Field Inspection System is included in this Agreement
when deployed at the desktop. Remote computing using the
Field Inspection System is covered under separate license.
F. System Applications, and their Support Code Tables not
included in this Agreement: NONE
EXHIBIT C
1
Decade Software Company
2 Site License and Support Agreement
3
1. Parties
4
This is a Site License and Support Agreement (hereinafterh
5 "License Agreement") between Decade Software Company, principal place of business at 4201 West Shaw Avenue, Suite #102,
6 Fresno, California 93722 (hereinafter "DSc"), and the Customer.
7 The Customer is: The City of Vernon
The Customer contact person is: Lewis Pozzebon
8 Whose title is: Director of Environmental Health
9 Whose telephone number is: 323 583-8811, Ext: 229
Whose fax is: (323) 588-4320
10 Whose e-mail is: LLPozzebon@ci.vernon.ca.us
And whose mailing address is: City of Vernon Health Department
4305 Santa Fe Avenue
11 Vernon, CA 90058
12
2. Envision for Windows
13
This License Agreement is for the use and support of a software
14 product called Envision for Windows..
15 The software includes computer programs, in object form, and all
related documentation and materials, and all modifications The
imade
16 hereafter, in whole or in part, (hereinafter "Software").
17 Software is owned and copyrighted by DSc, and Customer will have
no rights other than the license use rights granted in this
18 License Agreement.
19 3. License
20 By this License Agreement Customer is granted a non-transferable,
oses
non-exclusive license to use the Software for Customer's purposes
21 and only on Customer's computer system as describes below.
Customer agrees not to allow any third party access to the
22 Software without written permission from DSC..
23 A single production version of the Software will be installed on
a local area network located at 4305 Santa Fe Avenue, Vernon, CA
24 90058.
25 Customer may copy Software only for backup and archival purposes.
ro
26 Customer agrees to maintain appropriate records on the quantity
art,.in any
and location of all such copies, in whole or inrpfrom DSC
27 form. Customershallportionlve prior of the softwarenforpoval any Purpose other
before copying any
28 than backup or archival use.
FM-1-1a CT G;
1 4. Support Services Provided by DSC,
2 The following services are included in the license and support
3 price:
4 a. Telephone Support - DSC will provide telephone support via a
toll free number for Customer "How to's" or problem
5 resolution.. Problem resolution could involve logging onto
Customer's system through the Internet or a modem. This
6 support will be.provided during DSC's regular business hours
which are 8:00 a.m. to 5:00 p.m. Pacific Time, Monday
7 through Friday.
8 b. Software Maintenance -*DSC will provide software ,'red
maintenance, which includes bug fixes, and any requ
9 modifications to keep the Software in conformance with the
10 specifications contained in the then current DSC Reference
Manual. DSC will amend the specifications only to remove
documentation errors, provide consistency of interpretation
11 or describe improvements to the Software. DSC will correct
12 any error or malfunction in the Software which prevents it
from operating in conformance with the specifications, or
13 DSC will provide a commercially reasonable alternative that
will conform to the specifications at DSC's expense.
14
If Customer's system is inoperable due to a reproduciburrent
le
15 error or malfunction, and Customer is.using
the then crelease of the Software, DSC will provide continuous effort
16 to correct the error or malfunction.
17 c. Upgrades and Enhancements - DSC will periodically make
available to Customer upgrades and enhancements
to the
18 and
Software. DSC will provide the necessaryinstand
software tools for Customer to effect upgrades
19 modifications at DSO's expense.
20 Customer will operate and maintain its data management. system
at the current release level thethe
currentwrelease, andcontinue
21 provide technical support o
to provide technical support for
DSCone
yearill notebetobligatedetof
22 a new version of the So
provide technical support or maintain prior versions of the
23 Software beyond the one year overlap period.
24 upgrades
Although DSC will make all reasonable efforts o �Ce,up r
and enhancements within the License and supportP
25 will have the sole discretion to decide if -new Software is a
no charge upgrade or enhancement, or a billable offering..
26 Billable offerings are optional, and Customer will not be
27 required to purchase them to maintain the current release
level.
28 n - Customer may send representatives
d. User Group Participatio
to any user group meeting conducted by DSC. DSC will
1 establish user group meetings in Southern California. DSC
will provide Customer with adequate written notice of the
2 user group meetings so that Customer may send a
representative if Customer so desires.
3
e. Refresher Training - There will be no charge for refresher
4 training conducted at DSC's office on mutually agreeable
dates, if the material was covered and the attendee(s) was
5 included in the Customer's initial training. Refresher
training does not include training for new Software or
6 Customer staff who have not been trained before, which are
fee -based items. New software training charges not included
7 in the services under Exhibit B will need to be quoted
approved by modification of this License Agreement, or a new
8 license agreement. '
9 5. Customer Responsibilities
Customer is responsible for the following:
10 believes are knowledgeable,
a. Provide personnel whom Customer bel
competent operators with an understanding of Customer's
11 operations. re
b. Schedule on -site or classroom training to properly are
p p
12 Customer's staff for using the Software.
.c. Backup files and programs daily, or whenever they change,
13 and keep the backup in a secure place.
d. Notify DSC as soon as problems appear.
14
15 6. Customer Responsibilities Upon Termination
Customer will cease using the Software immediately upon
termination of the License Agreement. Within thirty (30) days
16 after termination for any reason, Customer will furnish DSC affidavit certifying that the original and all copies, in whole
17 or in part, of the Software have been returned to DSC or
destroyed by customer.
DSC
cont olledacknowledges
thethat
Customer�aded into
18 the Software is owned and
19 7. Employment by Customer of DSC's Staff
If Customer, directly hires a DSC specialist who has provided
20 service to Customer within six (6) months of specialist's
termination from DSC, Customer will pay DSC an amount equal to
21
six (6) months wages of specialist at time of termination.
22
8. Limitation of.DSC's Warranty and Liability
rovide the Software to
23 DSC will make every reasonable effort to p the Customer.
manage the environmental health data required by
24
DSC warrants _.that the media used to deliver the software t if
25 Customer is free from mechanical or recordingre lace the
such defects are found, DSC will immediately p
26 defective media.
27 DSC will not be liable for any damage resulting from loss of data
28 (unless caused by DSC staff accessing Customer's Co� for any
profits, use of products, claims by third p
i
incidental or consequential damages.
1 AND
THIS SOFTWARE IS PROVIDED SUBJECT
OTHER WARRANTIESTOFSANY KIND,
REMEDIES
2 JUST EXPRESSED, IN LIEU OF
3 EITHER EXPRESSED OR IMPLDBUAND FITNESSTED FORTPARTICULAR.IMPLIED
PURPOSE
WARRANTIES OF MERCHANTABILITY
4 BOTH OF WHICH ARE SPECIFICALLY EXCLUDED.
5 9. Assignment by DSC
DSC will have the right to arrange, through contract or Product
6 legal means, with any person or organizer
ation, to provide
or services to satisfy DSC's obligations of this License
7 Agreement, but cannot assign its rights or duties under the
out the written consent of the Customer.
License Agreement with
8
10. General
9 Any clause of this License Agreement found to be unenforceable
this License
st and the remainder hall be severed from eain inrfn llforce and effect. of
10 the License Agreement shall rem
11 Any waiver of any clause of this License Agreement shall not
ent waiver of that clause or any other
clause. Failuurere oorr delay
12 constitute a u of either party to enforce compliance
with any clause shall not constitute a waiver of such clause.
13
14 This License Agreement shall be governed by California law, in
any court of competent jurisdiction. In the event litigation is
15 required.to enforce performance of this License Agreement, the
prevailing party shall be reimbursed the
costs f enforcement,
16 including, but not limited to attorney
fees and sts, witness
fees and costs, and court costs.
17
18 This License Agreement replaces all other PrO r lice
.n ect matter
agreements, orally or in writing, relating
contained herein. This License Agreement can only be modified in
19 writing as approved by authorized signatories for DSC and
20 Customer.
21 This License Agreement is binding upon and shall inure to the
benefit of the legal successors and assigns of the parties.
22
23
24
25
26
27
28
$X IBTT
EXHIBIT D
1
Pricing Schedule (Revised)
2
3 1. ANNUAL LICENSE AND SUPPORT FEES $ 9,780.00
A.Envision for Windows License Fee 8,750.00
B. Field Inspection Software
5 PAYMENT SCHEDULE:
6 FIRST YEAR following the effective date of the
25� within 30 darosvided Contractor has supplied the
7 Agreement (p
appropriate certificate of insurance) livery of Software
8 25% within 30 days following the de
the.pre-acceptance testing
3
9 ,0% within 30 days following
20% within 6 months following the installation of the
Software, or the Customer's wtheSoftware, en nce of 10 comes
_ delivery and installation o
11 first.
LLOWING FIRST YEAR
SUBSEQUENT YEARS FOthe annual anniversary
12 Full payment within 30 days following or invoicing Y
13 date of the effective date of the Agreement,
b
Contractor, whichever is later
14 PURCHASE $
2. THIRD PARTY SOFTWARE 2 265.00
Anywhere License .................................... ' 500.00
15 A. Sybase SQL Anyw License ....•••••••••••••• $
B.Crystal Reports Developer
16
17 3. INITIAL TRAINING SERVICES
Nine days training at Customer's site for up to 6
people............................................................................. $15, 855.00
18..................................
19 PAYMENT SCHEDULE: following the completion of training dates
100% within 30 days
20
21 4• DATA CONVERSION Filemaker Pro
Conversion of SWEEPS, HP Mainframe, $17,500.00
22 and M5DS data....................................................................................
23 PAYMENT SCHEDULE: the effective date of Agreement
3.0% within 30 days following lied the appropriate
24 (provided Contractor has supplied
25 certificate of insurance)
within 30 days of an Initial Data Cononverted Datafication
50% Acceptance of the C
26 20% within 30 days of
21 5. HOURLY / TRAINING RATE ................................... $ 120.00
HOURLY RATE
..........................................................
.
28 (initial)
(initial) (initial)
EXHIBIT D