Resolution No. 8906
WHEREAS, on March 30, 1999, the City Council of the City of
approved Resolution No. 7301 approving a Software License
8 Agreement with Vision Software, Inc. for a Computer Aided Dispatch
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7 Vernon
RESOLUTION NO. 8906
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SOFTWARE SERVICE AGREEMENT RENEWAL BY AND BETWEEN
THE CITY OF VERNON AND VISIONAIR INC.
9 System ("CAD"), Mobile Computer Terminal ("MCT") and Vision Records
10 Management System ("RMS") for the City of Vernon Police Department; and.
11 WHEREAS, VisionAir Inc, formerly VisionAir and Vision
12 Software, Inc., ("VisionAir") has submitted a Software Service
13 Agreement and renewal quotation for the period August 25, 2005 through
14 August 24, 2006 for the sum of Fifty Thousand Three Hundred Ninety
15 Dollars and Five Cents ($50,390.05), including tax, for the CAD, MCT
16 and RMS; and
17 WHEREAS, VisionAir is the only supplier who can
18 provide the annual software support services necessary to maintain the
19 CAD, MCT and RMS; and
20 WHEREAS, City staff have recommended that the Software
21 Service Agreement with VisionAir be renewed for the period August 25,
22 2005 through August 24, 2006; and
23 WHEREAS, the City Council of the City of Vernon has
24 determined that, pursuant to the provisions of subsection (a) of
25 Section 2.27 of the Vernon City Code, it is in the public interest and
26 necessity to proceed with the renewal of software support ~ervices for
27 the CAD, MCT and RMS with VisionAir to enhance services provided to
28 the Vernon community.
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1 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCILOr THI
2 CITY OF VERNON AS FOLLOWS:
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SECTION 1:
The City Council of the City of Vernon hereby
4 finds and determines that the recitals contained hereinabove are true
5 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
7 approves the Software Service Agreement with VisionAir, in
8 substantially the same form as the copy which is attached hereto as
9 Exhibit A and incorporated by reference.
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SECTION 3:
The City Council of the City of Vernon hereby
11 authorizes the Mayor to execute said Agreement for, and on behalf of,
12 the City of Vernon and the Acting City Clerk is hereby authorized to
13 attest thereto.
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SECTION 4:
The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Agreement to:
VisionAir Inc.
Attn. Mike Lyons, Chief Operating Officer/President
P.O. Box 9000
Castle Hayne, North Carolina 28429-9000
SECTION 5:
The Acting City Clerk of the City of Vernon
21 shall certify to the passage of this resolution, and thereupon and
22 thereafter the same shall be in full force and effect.
23 APPROVED AND ADOPTED this 16th day of November, 2005.
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,.:7 EONIS C. MAn URG, ayor
ATTEST:
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BRUCE V. MALKENHORST, JR.
Acting City Clerk
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1 STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
5 Vernon, do hereby certify that the foregoing Resolution, being
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Resolution No. 8906, was duly .adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, November 16, 2005, and thereafter was duly signed by the
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Mayor of the City of Vernon.
.1--
BRUCE V. MALKENHORST, JR.
Acting City Clerk
( SEAL)
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EXHIBIT
A
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ATTACHMENT "0": SOFTWARE SERVICE AGREEMENT
City of Vernon
4305 Santa Fe Avenue
Vernon. CA. 90058
This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") (incorporated in to the Software license
Agreement of M8fett~~2ees as Attachment D) is entered into by and City of Vernon, Ca. (hereinafter "CLIENT")
and VISIONAIR INC" a North Carolina based company with offices located at 5601 Barbados Blvd" Post Office
Box 9000, Castle Hayne, North Carolina 28429-9000 (hereinafter "VISIONAIR"),
VISIONAIR shall perform maintenance services on the Licensed Software and CLIENT shall accept and pay for such
services, pursuant to the terms and conditions herein provided. Licensed Software shall mean the VISIONAIR
software as described in the Quotation (Attachment B to the Software License Agreement), as such may hereafter be
supplemented and as such Licensed Software may hereafter be updated with improvements, enhancements and
modifications furnished to CLIENT by VISIONAlR.
1. Initial Term, This agreement shall become effective on the date shown above (hereinafter "Effective Date"), and,
unless sooner terminated as hereinafter provided, shall remain in full force and effect for a period of no less than
three years.
2, Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall be automatically extended on a
year-to-year basis (herein after "Renewal term") unless sixty (60) days prior to the expiration date of the Initial
Term, or any Renewal term, a party hereto gives written notice to the other party of its termination of the Agreement
as of such expiration date.
3. Covered Maintenance
3.1 Commercial Off the Shelf Software. The term "Covered Maintenance" as used herein means the periOdiC and
on-call remedial maintenance VISIONAIR deems reasonably appropriate and necessary to keep the application
software functioning properly, Please see section 3,2 for Custom Solutions
(a) Telephone Support for the Licensed Software, utilizing an 800 line provided by VlSIONAIR. During the Initial
Term, this telephone support will be based on the coverage plan as specified in the Quotation,
(b) Standard upgrades and enhancements that are made to the Licensed Software, VISIONAIR issues
corrections, upgrades .and enhancements to the software on an ongoing basis, All modifications to the Licensed
Software and related Documentation will be made available to the CLIENT on standard electronic media (CO-
RaM), remote access through VisionAIR approved remote access products and protocols, dedicated telephone
dialup or Website download,
(c) Initial fact-finding (Tier 1) support for 3rd party software embedded or used in conjunction with the application
software. Tier 1 support does not include defect resolution or modifications from VisionAIR. VisionAIR will escalate
to the appropriate vendor calls for service for 3rd party applications defect resolution or modifications,
(d) Correction of reported malfunctions ("defects") in the application software,
(e) Phone support assistance in updating new releases of the Licensed Software on the CLIENT's servers. '
(f) Recording CLIENT's request for changes to the Software. A VISIONAIR Product Manager will document the
CLIENT's request and submit it for consideration in future releases of the Software. VisionAIR is under no
obligation to include the CLIENT's request for change in any future releases of the Software.
Client Service personnel are available to answer questions related to the Software and to provide solutions for
issues within the Software. If an issue is defined as a defect, Client Service will escalate the issue for resolution
and provide the correction when available, A "defect" is defined as an error in the code of the Licensed Software
which prevents a Module from operating in accordance with the Documentation in any material respect.
3.2 Custom Solutions (Applications):
(a) Telephone Support for the Licensed Software, utilizing an 800 line provided by VISIONAIR. During the Initial
Term, this telephone support will be based on the coverage plan as specified in the Quotation.
(b) Correction of reported malfunctions ("defects") in the application software,
June 4, 2004
Page I of4
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(c) Recording CLIENT's request for changes to the Software. A VISIONAlR Product Manager will document the
CLIENT's request and submit it for consideration in future releases of the Software,
(d) Changes to the Custom Solution resulting from changes to VisionAlR products, initiated by VisionAlR, which
interfere with the intended functionality of the Custom Solution
4,0 Exclusions from Covered Maintenance. Covered Maintenance does not include:
4.1 COTS Products Exclusions:
(a) Repair of damage not caused by VISIONAIR, including without limitation, damage resulting from accident,
transportation, neglect or misuse, lightning, failure or fluctuation of electrical power, air conditioning or humidity
control, telephone equipment or communication lines failure, failure of foreign interconnect equipment, or causes
other than normal operation procedures,
(b) Service which is impractical for VISIONAIR to render because of: alterations in the Licensed Software made by
persons other than VISIONAIR; the connection of equipment and/or Software by mechanical or electrical means to
another machine or device;
(c) Any repair of any damage to the Licensed Software caused by software or firmware programming that is not
provided or supported by VISIONAIR under_
(d) This Agreement does not include professional services (on site training, installation or upgrades of third party
software applications used in conjunction with or required by any VisionAIR specifications , data migrations, or
. project management) deemed necessary by VisionAIR. On site services will be charged separately,
(e) Platform changes, including, but not limited to, Operating Systems, Hardware, Telecomm Equipment, etc.
Custom Solutions (Applications) Exclusions:
(a) Platform changes, including, but not limited to, Operating Systems, Hardware, Telecomm Equipment, etc.
(b) Government mandated changes
(c) Changes to third party applications
(d) Requests for changes in the Custom Solution (Application)
(e) Biz Talk orchestrations including interfaces that are not associated with VisionCONNECT,
(f) Other modifications or changes in software, hardware or configuration not related to changes in the VisionAIR
product, which are not initiated by VisionAIR.
(g) This Agreement does not include professional services (on site training, installation or upgrades of third party
software applications used in conjunction with or required by any VisionAIR specifications, data migrations, or
project management) deemed necessary by VisionAIR. On site services will be charged separately,
7, Charges to CLIENTs:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are set forth in the Quotation
(Attachment B to the Software License Agreement).
(b) Charges for Billable Call Maintenance: The hourly rate charges are posted on the Client Service Center Web
page for both business hours and non-business hour rates.
(c) Charges for Travel: Upon prior written authorization, CLIENT shall pay for travel time and travel expense in
connection with Billable Call Maintenance, Travel time will be charged to the CLIENT at one- half the Billable Call
Rate. Travel expense will be charged as incurred and includes tolls, parking and other out-of-pocket costs plus
mileage at the then current rates. There will be no additional charge to the CLIENT for travel expense incurred in
connection with Covered Maintenance.
(d) Charge for Software License Changes: All Covered Maintenance fees hereunder are subject to increase or
decrease upon any change in number of concurrent user licenses or software modules licensed,
8.0 Client Responsibilities:
June 4, 2004
Page 2 of4
8,1 Remote Connectivity Maintenance Service. Client shall supply remote a~ss to Client:s network, servers and
workstations in order for VisionAlR to perform Covered Maintenance, Billable Call Maintenance and Internet
connection for the purpose of allowing secure access via the Internet and the latest version of Microsoft's Internet
browser software (Internet Explorer) to any workstation or server covered by Maintenance Service. V1slonAIR may
elect to use, at Its sole discretion, properly licensed third-party remote connectivity software owned by the client
agency and installed on a system with Internet connection. VisionAIR will not bear the burden of procuring and/or
licensing any remote connectivity software or loading it on VisionAIR Client Services systems. Client shall also
maintain a dedicated phone line, modem and Microsoft's current remote access software (such as Remote Access
Server - RAS) that can be enabled to allow V1sionAIR personnel to authenticate to their network for support
. purposes in the event that there are unforeseen problems with the Internet method of connectivity,
8.2 CLIENT is responsible to maintain a proper set of data backups in the event that. it becomes necessary to
recover from a disaster,
9,0, Billable Call Maintenance, The term "Billable Call Maintenance" as used herein means services provided by
VISIONAIR that are not.included under Covered Maintenance, The rates for these services from 8:00 am to 5:00
pm and after 5:00 pm and before 8:00 am EST for CLIENTS respective time zone shall be at the then currently
publiShed rate, All billable service calls will have a minimum charge of two hours. Billable service will be provided
upon receipt of a Purchase Order, letter of authorization or credit card information.
10.0. Chanaes in Charaes. At least 120 days prior to the expiration of the Initial Term or any Renewal term,
VISIONAIR may make changes to the Covered Maintenance fees and the Billable Call Rate, such changes to be
effective at the commencement of the immediately subsequent Renewal term, if any, CLIENT may terminate this
Agreement within sixty (60) days after receipt of the first invoice with changed charges by giving VISIONAIR sixty
(60) days written notice of its intention to terminate, and this agreement will terminate as of the date for termination
set forth in the CLIENT's notice to VISIONAIR or at the end of such sixty (60) day period, whichever last occurs.
11.0. Payment. VISIONAIR will invoice the CLIENT in advance for each year for Covered Maintenance. Such
invoices will include pro rata charges or credits for any Covered Maintenance of Licensed Software installed or
removed during the previous term or prior to the Effective Date, VISIONAIR will invoice CLIENT for Billable Call
Maintenance as incurred and CLIENT shall pay invoices for Covered Maintenance, including any invoices
outstanding on the Effective Date of this Agreement, on or prior to the commencement of each term, The attached
quote is hereby incorporated by reference,
12. Disclaimer of Warranty. VISIONAIR makes no warranty of any kind, express or implied, including without
limitation, any warranty of merchantability or fitness for a particular purpose with respect to the subject matter
hereof, maintenance to be performed by VISIONAIR pursuant to the terms hereof, or parts to be supplied
hereunder,
13. Limitation of Liability, VISIONAIR SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED, UNLESS SUCH
DAMAGES ARE CAUSED BY THE NEGLIGENT OR INTENTIONALLY TORTIOUS ACT OR OMISSION OF
VISIONAIR, ITS EMPLOYEES OR REPRESENTATIVES. IN NO CASE, HOWEVER, SHALL VISIONAIR BE
HELD LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCE
SHALL VISIONAIR'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO
VISIONAIR BY THE CLIENT.
14. Hardware and Network Uoarades, CLIENT acknowledges that due to the dynamic nature of the information
technology industry and frequent product replacements and/or upgrades developed independently by third party
hardware and software vendors, VISIONAIR has no control over the turnover of product or obsolescence of
technology of third party products. CLIENT also acknowledges that VISIONAIR develops its Network Hardware
Specification Document based upon all of the third party product information available at the time of publication.
Therefore, with respect to third party hardware and software, CLIENT shall retain the responsibility for the costs of
purchase and installation of hardware and software upgrades necessary to maintain the functionality of the
Licensed Software. VISIONAIR develops the Network Hardware Specification document considering that no other
software application will be installed. Additional hardware specifications should be considered if the CLIENT
intends to run other applications. Additionally, the accumulation of data in CLIENT's database over a period of time
may require expanding the capacity of hard drives and memory of the system servers and workstations in order to
maintain performance at response times acceptable to the CLIENT. Subject to all of the affirmative duties and
obligations of VISIONAIR under this Software Maintenance Agreement, it is the CLIENT's sole responsibility to
maintain the system to ensure adequate response times,
June 4, 2004
Page 3 of 4
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15, Product revisions and SUDoort, VisionAIR's obligation to provide support under this agreemenl...~Itt...
prOducts are replaced by more current releases. The current, generally available (referred toss GA). _J II .,."
software and the version Immediately preceding It are fully supported. These two versions .... ..........
support, engineered defect corrections and/or mOdifications required for the software to operata 8 ...._.,.,
versions older than the two referenced versions will receive phone support and resolution of.PrIorIlr 0 lIlflU.....8!
they occur, VisionAlR will announce the availability of new software releases to facilitate timely u....-....
product obsolescence.
16. Force Maieur~. Neither party shall be liable or deemed in default for any failure in performanae.........
resulting from any cause beyond its reasonable control.
17. Termination for Noo-oavment. If CLIENT is in default due to non-payment, and after VlSIONAIIIt has given
CLIENT written notice and such default is not cured after 15 days then VISIONAIR may terminate this agreement
at any time upon written notice to CLIENT.
18. Notices. Any Notice, request, instruction or other document pertaining to this Agreement shall be sent to the
appropriate party's address as set forth above, . and shall be deemed to have been duly given or served if delivered
in person or deposited in the United States mail, certified mall, retum receipt requestec!. .
Cal1forn1a
19, General. This Agreement shall be governed by the laws of the State of -North-earotina. This Agreement
constitutes the entire agreement between the parties hereto with respect to maintenance of the licensed Software
and shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to
matters set forth herein. It may be only modified by writing signed by authorized representatives of both parties,
The terms and provisions of this Agreement shall prevail over any conflicting, additional or other terms appearing
on any purchase order submitted by the CLIENT at any time.
VISIONAIR, INC.
Signatu~~q~
Name: Mike Lvons
CLIENT NAME
Signature
Name:
Title: CEO/President
Title:
Date:
6~/APt>S-
Date:
June 4, 2004
Page 4 of4
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10
Re
VERNCA01
Vernon Police/Fire Department
Purchasing Department
4305 Santa Fe Avenue
Vernon, CA'.,.90058
INVOICE
Invoice #: IVC07623
Invoice Date: 6/24/2005
Your PO#: 05/06 SWMTC
Date Due: 8/24/2005
Quantity Description
Amount
Per Unit
1 8x5 Mobile Software Maintenance Renewal(Admin Only
August 25, 2005 through August 24, 2006
VisionRMS Base: 10 Position
1 24x7 CAD Software Maintenance Renewal (Admin Only)
August 25, 2005 through August 24, 2006
VisionCAD: 1-2 Position
Pro-rated mapping through 2/28/06
1 .8x5 Mobile Software Main~enance Renewal(Admin Only
August 25, 2005 through August 24, 2006
VisionMobile Message Switch: 23 Position,
Mobile Base: 19 Position
1 8x5 Mobile Software Maintenance Renewal(Admin Only
August 25, 2005 through August 24, 2006
Software and Services Integration with CLETS
1 8x5 RMS Software Maintenance Renewa(Admin Only)
August 25, 2005 through August 24, 2006
LiveScan Interface
1 8x5 Mobile Software Maintenance Renewal(Admin Only
August 25, 2005 through August 24, 2006
Add on VisionMobileBase PaCkage: 2 Position
1 Job#057048 Not live
1 Go To Assist
$8,918.87
$16,001.46
$17,871.13
$8,918.87
$16,001.46
$17,871.13
. ,
t:
.'......._~
$2,350.66 . $2,350.66
$2,350.66 $2,350.66
$516,86 $516.86
$0.00 $0.00
$400.00 $400.00
. ...._0
REMIT TO ADDRESS EFFECTIVE IMMEDIATELY FOR ALL
INVOICES. Pay to: VislonAIR, Inc, DeptAT 952157,
Atlanta. GA 31192-2157 Thank you.
. Pavable to: VisionAIR. DeDt AT 952157. Atlanta. GA 31192-2157
. Any questions concerning this invoice, call:
I PO Box 9000 · 5601 Barbados Blvd.. Castle Hayne, NC 28429
Accollntj:; RACAivRhlA Rt ROO-RR,~?c-~WR; .n~~~6190 fax · www.vlslonalr.com
Subtotal
Misc
Tax
Total
$48,409.64
$0,00
$1,980.41
$50,390.05
SUPPORTING
DOCUMENTS
ATTACHMENT "D": SOFTWARE SERVICE AGREEMENT
City of Vernon
4305 Santa Fe Avenue
Vernon. CA. 90058
This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") (incorporated in to the Software License
Agreement of March~~~s Attachment D) is entered into by and City of Vernon, Ca. (hereinafter "CLIENT")
and VISIONAIR INC., a' NOrth Carolina based company with offices located at 5601 Barbados Blvd., Post Office
Box 9000, Castle Hayne, North Carolina 28429-9000 (hereinafter ''VISIONAIR'').
VISIONAIR shall perform maintenance services on the Licensed Software and CLIENT shall accept and pay for such
services, pursuant to the terms and conditions herein provided, licensed Software shall mean the VISIONAIR
software as described in the Quotation (Attachment B to the Software license Agreement), as such may hereafter be
supplemented and as such Licensed Software may hereafter be updated with improvements, enhancements and
modifications furnished to CLIENT by VlSIONAIR
1. Initial Term. This agreement shall become effective on the date shown above (hereinafter "Effective Date"), and,
unless sooner terminated as hereinafter provided, shall remain in full force and effect for a period of no less than
three years.
2. Automatic Renewal.. Upon expiration of the Initial Term, this Agreement shall be automatically extended on a
year-ta-year basis (herein after "Renewal term") unless sixty (60) days prior to the expiration date of the Initial
Term, or any Renewal term, a party hereto gives written notice to the other party of its termination of the Agreement
as of such expiration date.
3. Covered Maintenance
3.1 Commercial Off the Shelf Software. The term "Covered Maintenance" as used herein means the periodic and
on-call remedial maintenance VlSIONAlR deems reasonably appropriate and necessary to keep the application
software functioning properly. Please see section 3.2 for Custom Solutions
(a) Telephone Support for the Licensed Software, utilizing an 800 line provided by VlSIONAlR During the Initial
Term, this telephone support will be based on the coverage plan as specified in the Quotation.
(b) Standard upgrades and enhancements that are made to the Licensed Software. VISIONAIR issues
corrections, upgrades and. enhancements to the software on an ongoing basis. All modifICations to the Licensed
Software and related Documentation will be made available to the CLIENT on standard electronic media (Co..
ROM), remote access through VisionAIR approved remote access products and protocols, dedicated telephone
dialup or Website download.
(c) Initial fact-finding (Tier 1) support for 3rd party software embedded or used in conjunction with the application
software. Tier 1 support does not include defect resolution or modifications from VisionAIR. VisionAIR will escalate
to the appropriate vendor calls for service for 3rd party applications defect resolution or modifications,
(d) Correction of reported malfunctions ("defects") in the application software.
(e) Phone support assistance in updating new releases of the Licensed Software on the CLIENT's servers.
(f) Recording CLIENT's request for changes to the Software. A VISIONAIR Product Manager will document the
CLIENT's request and submit it for consideration in future releases of the Software. VisionAIR is under no
obligation to include the CLIENT's request for change in any future releases of the Software.
Client Service personnel are available to answer questions related to the Software and to provide solutions for
issues within the Software. If an issue is defined as a defect, Client Service will escalate the issue for resolution
and provide the correction when available, A "defect" is defined as an error in the code of the Licensed Software
which prevents a Module from operating in accordance with the Documentation in any material respect.
3.2 Custom Solutions (Applications):
(a) Telephone Support for the Licensed Software, utilizing an 800 line provided by VISIONAIR, During the Initial
Term, this telephone support will be based on the coverage plan as specified in the Quotation.
(b) Correction of reported malfunctions ("defects") in the application software.
June 4, 2004
Page I of4
(c) Recording CLIENT's request for changes to the Software. A VlslONAIR Product Manager will document the
CLIENT's request and submit it for consideration in future releases of the Software.
(d) Changes to the Custom Solution resulting from changes to VisionAIR products, initiated by VisionAIR, which
interfere with the intended functionality of the Custom Solution
4.0 Exclusions from Covered Maintenance. Covered Maintenance does not include:
4.1 COTS Products Exclusions:
(a) Repair of damage not caused by VlslONAlR, including without limitation, damage resulting from accident,
transportation, neglect or misuse, lightning, failure or fluctuation of electrical power, air conditioning or humidity
control, telephone equipment or communication lines failure, failure of foreign interconnect equipment, or causes
other than normal operation procedures,
(b) Service which is impractical for VlslONAIR to render because of: alterations in the Licensed Software made by
persons other than VlsIONAIR; the connection of equipment and/or Software by mechanical or electrical means to
another machine or device;
(c) Any repair of any damage to the Licensed Software caused by software or firmware programming that is not
provided or supported by VlslONAIR under _
(d) This Agreement does not include professional services (on site training, installation or upgrades of third party
software applications used in conjunction with or required by any VisionAIR specifications, data migrations, or
project management) deemed necessary by VisionAIR. On site services will be charged separately.
(e) Platform changes, including, but not limited to, Operating Systems, Hardware, Telecomm Equipment, etc.
Custom Solutions (Applications) Exclusions:
(a) Platform changes, including, but not limited to, Operating Systems, Hardware, Telecomm Equipment, etc.
(b) Government mandated changes
(c) Changes to third party applications
(d) Requests for changes in the Custom Solution (Application)
(e) Biz Talk orchestrations including interfaces that are not associated with VisionCONNECT,
(f) Other modifications or changes in software, hardware or configuration not related to changes in the VisionAlR
product, which are not initiated by VisionAIR.
(g) This Agreement does not include professional services (on site training, installation or upgrades of third party
software applications used in conjunction with or required by any VisionAIR specifications , data migrations, or
project management) deemed necessary by VisionAIR. On site services will be charged separately.
7. CharQes to CLIENTs:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are set forth in the Quotation
(Attachment B to the Software License Agreement).
(b) Charges for Billable Call Maintenance: The hourly rate charges are posted on the Client Service Center Web
page for both business hours and non-business hour rates.
(c) Charges for Travel: Upon prior written authorization, CLIENT shall pay for travel time and travel expense in
connection with Billable Call Maintenance. Travel time will be charged to the CLIENT at one- half the Billable Call
Rate. Travel expense will be charged as incurred and includes tolls, parking and other out-of-pocket costs plus
mileage at the then current rates, There will be no additional charge to the CLIENT for travel expense incurred in
connection with Covered Maintenance.
(d) Charge for Software License Changes: All Covered Maintenance fees hereunder are subject to increase or
decrease upon any change in number of concurrent user licenses or software modules licensed.
8.0 Client Responsibilities:
June 4, 2004
Page 2 of 4
8.1 Remote Connectivity Maintenance Service. Client shall supply remote access to Client's network, servers and
workstations in order for VisionAIR to perform Covered Maintenance, Billable Call Maintenance and Internet
connection for the purpose of allowing secure access via the Internet and the latest version of Microsoft's Internet
browser software (Internet Explorer) to any workstation or server covered by Maintenance Service. VisionAIR may
elect to use, at its sole discretion, properly licensed third-party remote connectivity software owned by the client
agency and installed on a system with Internet connection. VisionAIR will not bear the burden of procuring and/or
licensing any remote connectivity software or loading it on VisionAIR Client Services systems. Client shall also
maintain a dedicated phone line, modem and Microsoft's current remote access software (such as Remote Access
Server - RAS) that can be enabled to allow VisionAIR personnel to authenticate to their network for support
purposes in the event that there are unforeseen problems with the Internet method of connectivity,
8.2 CLIENT is responsible to maintain a proper set of data backups in the event that it becomes necessary to
recover from a disaster.
9.0. Billable Call Maintenance. The term "Billable Call Maintenance" as used herein means services provided by
VISIONAIR that are not included under Covered Maintenance. The rates for these services from 8:00 am to 5:00
pm and after 5:00 pm and before 8:00 am EST for CLIENTS respective time zone shall be at the then currently
published rate. All billable service calls will have a minimum charge of two hours. Billable service will be provided
upon receipt of a Purchase Order, letter of authorization or credit card information.
10.0, Chanoes in Charoes, At least 120 days prior to the expiration of the Initial Term or any Renewal term,
VISIONAIR may make changes to the Covered Maintenance fees and the Billable Call Rate, such changes to be
effective at the commencement of the immediately subsequent Renewal term, if any. CLIENT may terminate this
Agreement within sixty (60) days after receipt of the first invoice with changed charges by giving VISIONAIR sixty
(60) days written notice of its intention to terminate, and this agreement will terminate as of the date for termination
set forth in the CLIENT's notice to VISIONAIR or at the end of such sixty (60) day period, whichever last occurs.
11.0. Payment. VISIONAIR will invoice the CLIENT in advance for each year for Covered Maintenance. Such
invoices will include pro rata charges or credits for any Covered Maintenance of Licensed Software installed or
removed during the previous term or prior to the Effective Date. VISIONAIR will invoice CLIENT for Billable Call
Maintenance as incurred and CLIENT shall pay invoices for Covered Maintenance, including any invoices
outstanding on the Effective Date of this Agreement, on or prior to the commencement of each term. The attached
quote is hereby incorporated by reference,
12. Disclaimer of Warranty. VISIONAIR makes no warranty of any kind, express or implied, including without
limitation, any warranty of merchantability or fitness for a particular purpose with respect to the subject matter
hereof, maintenance to be performed by VISIONAIR pursuant to the terms hereof, or parts to be supplied
hereunder.
13, Limitation of Liability. VISIONAIR SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED,UNLESS SUCH
DAMAGES ARE CAUSED BY THE NEGLIGENT OR INTENTIONALLY TORTIOUS ACT OR OMISSION OF
VISIONAIR, ITS EMPLOYEES OR REPRESENTATIVES. IN NO CASE, HOWEVER, SHALL VISIONAIR BE
HELD LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCE
SHALL VISIONAIR'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO
VISIONAIR BY THE CLIENT.
14. Hardware and Network Uoorades. CLIENT acknowledges that due to the dynamic nature of the information
technology industry and frequent product replacements and/or upgrades developed independently by third party
hardware and software vendors, VISIONAIR has no control over the turnover of product or obsolescence of
technology of third party products. CLIENT also acknowledges that VISIONAlR develops its Network Hardware
Specification Document based upon all of the third party product information available at the time of publication.
Therefore, with respect to third party hardware and software, CLIENT shall retain the responsibility for the costs of
purchase and installation of hardware and software upgrades necessary to maintain the functionality of the
Licensed Software. VISIONAIR develops the Network Hardware Specification document considering that no other
software application will be installed. Additional hardware specifications should be considered if the CLIENT
intends to run other applications. Additionally, the accumulation of data in CLIENT's database over a period of time
may require expanding the capacity of hard drives and memory of the system servers and workstations in order to
maintain performance at response times acceptable to. the CLIENT. Subject to all of the affirmative duties and
obligations of VISIONAIR under this Software Maintenance Agreement, it is the CLIENT's sole responsibility to
maintain the system to ensure adequate response times.
June 4, 2004
Page 3 of4
15. Product revisions and Support. VisionAIR's obligation to provide support under this agreement diminishes as
products are replaced by more current releases. The current, generally available (referred to as GA). version of the
software and the version immediately preceding it are fully supported. These two versions qualify for phone
support, engineered defect corrections and/or modifications required for the software to operate as designed. Any
versions older than the two referenced versions will receive phone support and resolution of Priority 0 defects as
they occur, VisionAIR will announce the availability of new software releases to facilitate timely upgrade to avoid
product obsolescence.
16, Force Maieure. Neither party shall be liable or deemed in default for any failure in performance hereunder
resulting from any cause beyond its reasonable control.
17. Termination for Non-pavment If CLIENT is in default due to non-payment, and after VISIONAIR has given
CLIENT written notice and such default is not cured after 15 days then VISIONAlR may terminate this agreement
at any time upon written notice to CLIENT,
18. Notices. Any Notice, request, instruction or other document pertaining to this Agreement shall be sent to the
appropriate party's address as set forth above, and shall be deemed to have been duly given or served if delivered
in person or deposited in the United States mail, certified mail, return receipt requested.
CalifQrnia
19, General. This Agreement shall be governed by the laws of the State of North~arotina. This Agreement
constitutes the entire agreement between the parties hereto with respect to maintenance of the Licensed Software
and shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to
matters set forth herein. It may be only modified by writing signed by authorized representatives of both parties,
The terms and provisions of this Agreement shall prevail over any conflicting, additional or other terms appearing
on any purchase order submitted by the CLIENT at any time.
VISIONAIR, INC.
s~nalJJre~ltffr1-
Name: Mike Lvons
CLIENT NAME
CITY OF VERNON
,
s~natu~~?/.
Name:
Leonis C. Malburg
Title: CEO/President
Title:
Mayor
City Attorney
~~//6/OV
Bruce V. Malkenhorst, Jr.
Acting City Clerk
Date:
6/3/~t?S-
June 4, 2004
Page 4 of 4
510
I
.@
R
INVOICE
Invoice #: IVC07623
Invoice Date: 6/24/2005
Your pO#: 05/06 SWMTC
Date Due: 8/24/2005
VERNCA01
Vernon Police/Fire Department
Purchasing Department
4305 Santa Fe Avenue
Vernon, CA'.90058
Quantity
Description
1
8x5 Mobile Software Maintenance Renewal(Admin Only
August 25, 2005 through August 24, 2006
VisionRMS Base: 10 Position
24x7 CAD Software Maintenance Renewal (Admin Only)
August 25,2005 through August 24,2006
VisionCAD: 1-2 Position
Pro-rated mapping through 2/28/06
8x5 Mobile Software Maintenance Renewal(Admin Only
August 25, 2005 through August 24, 2006
VisionMobile Message Switch: 23 Position,
Mobile Base: 19 Position
8x5 Mobile Software Maintenance Renewal(Admin Only
August 25, 2005 through August 24, 2006
Software and Services Integration with CLETS
8x5 RMS Software Maintenance Renewa(Admin Only)
August 25, 2005 through August 24, 2006
LiveScan Interface
8x5 Mobile Software Maintenance Renewal(Admin Only
August 25, 2005 through August 24, 2006
Add on Vision Mobile Base Package: 2 Position
Job#057048 Not live
Go To Assist
1
1
1
1
1
1
1
REMIT TO ADDRESS EFFECTIVE IMMEDIATELY FOR ALL
INVOICES. Pay to: VisionAIR, Inc, Dept AT 952157,
Atlanta. GA 31192-2157 Thank vou.
Pavable to: VisionAIR. Dept AT 952157. Atlanta, GA 31192-2157
Any questions concerning this invoice, call:
Subtotal
Misc
Tax
Total
Per Unit
$8,918.87
$16,001.46
$17,871.13
Amount
$8,918.87
$16,001.46
$17,871.13
$2,350,66 . $2,350.66
$2,350,66 $2,350.66
$516.86 $516.86
$0.00 $0.00
$400,00 $400,00
PO Box 9000 . 5601 Barbados Blvd.. Castle Hayne, NC 28429
, RO(bRS],.2tOR. 910-1iOJ",6190 fax . www.vlslonalr.com
Ar.r.ollnt~ RAC'.P.IV;:IhIA ;:It ROO-RR?~1TlH"X51RR or X5'1'B7
$48,409.64
$0,00
$1.980.41
$50,390.05
InMn
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