Resolution No. 90791
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RESOLUTION NO. 9079
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SOFTWARE PURCHASE AND SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND VISIONAIR INC. FOR
SOFTWARE FOR THE VERNON POLICE DEPARTMENT
WHEREAS, the Vernon Police Department is interested in
replacing its current Geo Locator and peperwhite software with GeoComm
GeoLynx and Mobile Lynx software for their patrol vehicles and
Communications Center because of lack of support; and
WHEREAS, the Vernon Police Department believes that the
purchase of the new software will improve the effectiveness of its
operation; and
WHEREAS, the Vernon Police Department has used Visionair Inc.
("Visionair") in the past for purchases of similar software and support
and believes that Visionair is the only vendor that can provide the
necessary software that meets the Department's specifications and
(requirements; and
WHEREAS, on June 13, 2006, the Finance Committee approved the
purchase of the GeoComm mapping software package for the Police
Department from Visionair, subject to the preparation of an agreement;
and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with Visionair for the purchase of
the software to enhance services provided to the Vernon community.
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1 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
2 CITY OF VERNON AS FOLLOWS:
3 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.
6 SECTION 2: The City Council of the City of Vernon hereby
7 approves the Software Purchase and Services Agreement and Software
8 Service Agreement with Visionair Inc., in substantially the same form
9 as the copy which is attached hereto as Exhibit A and incorporated by
10 reference.
11 SECTION 3: The City Council of the City of Vernon hereby
12 authorizes the Mayor to execute the Agreement for, and on behalf of,
13 the City of Vernon and the Acting City Clerk is hereby authorized to
14 attest thereto.
15 SECTION 4: The City Council of the City of Vernon hereby
16 authorizes the Acting City Clerk, or his designee, to make whatever
17 nonsubstantive, administrative and/or text changes, upon advice of
18 counsel, to the Agreement.
19 SECTION 5: The City Council of the City of Vernon hereby
20 directs the Acting City Clerk, or his designee, to send one fully
21 executed Agreement to:
22 Visionair Inc.
Attn. Mike Lyons, Chief Operating Officer/President
23 P.O. Box 9000
24 Castle Hayne, North Carolina 28429-9000
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SECTION 6: The Acting 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 5th day of July, 2006.
EONIS C. MAL URG, "ayor
ATTEST:
t
BRUCE V. LKENHORST, JR.
Acting City Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 9079, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, July 5, 2006, and thereafter was duly signed by the Mayor of,
the City of Vernon.
BRUCtX. MALKENHORST, JR.
Acting City Clerk
(SEAL)
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EXHIBIT A
Software Purchase and Services Agreement
THIS AGREEMENT is made, entered into and executed in duplicate originals, either
copy of which may be considered and used as an original hereof for all purposes, as of
the Effective Date as defined herein between VISIONAIR INC. (hereinafter referred to
as "OWNER") with its principal place of business at 5601 BARBADOS BLVD., PO BOX
9000, CASTLE HAYNE, NORTH CAROLINA, 28429-9000, and CITY OF VERNON, a
municipal corporation, (herein referred to as "CLIENT") with its principal place of
business at 4305 SANTA FE AVENUE, VERNON, CA 90058.
WHEREAS, CLIENT desires to obtain from OWNER, and OWNER desires to grant
CLIENT, a perpetual, nontransferable, nonassignable license to use the Licensed
Software described herein, for its In-house Use, upon payment of the License Fee.
Payment of the License Fee is solely for the right to use the Licensed Software
pursuant to the terms and conditions on the face and attached addenda of this
Agreement and does not constitute the purchase of the Licensed Software or of any
title thereto.
WHEREAS, this Agreement includes and incorporates the following attachments:
Attachment "A": Itemized Quote and Statement of Work
Attachment "B": Software Service Agreement
Attachment "C": Insurance Schedule
WHEREAS, use of the Licensed Software is restricted to: City of Vernon, Police
Department
CITY OF VERNON
Site Location (complete address):
4305 Santa Fe Avenue, Vernon, CA 90058, (Police Department)
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the
parties hereto agree as follows:
1. DEFINITIONS
1.1 "OWNER" or "VisionAIR means VisionAIR Inc., a North Carolina corporation
with a principal place of business at 5601 Barbados Blvd., P.O. Box" 9000, Castle
Hayne, North Carolina, 28429-9000.
1.2 "CLIENT" means the City of Vernon, a municipal corporation, with its principal
place of business at 4305 Santa Fe Avenue, Vernon, CA 90058.
July 5, 2006 Software License Agreement Page 1 of 14
1.3 "Effective Date" is the last date of signature by a party as set forth below.
1.4 "Software" means a set of instructions consisting of symbolic languages,
processes and logic routines in machine executable form used in the operation of
computer equipment applied to the performance of specific tasks.
1.5 "Licensed Software" means the Software, including any Updates or part(s)
thereof, listed on Attachment A (Itemized Quote and Statement of Work).
1.6 "Eligible Computer System" means a designated computer with the Operating
System/Programming Language as stated on Attachment A (Statement of Work).
1.7 "Use" means copying of all or any portion of the Licensed Software from storage
units or media into a computer or using any software in the course of computer
operation.
1.8 "In-house" means used only for administrative purposes of the CLIENT, which
purposes shall include use in any CLIENT -owned, leased, or other specifically
designated CLIENT facilities.
1.9 "Trade Secret" or "Confidential Information" means any business, technical, or
other information disclosed by a party which, at the time of disclosure, (a) derives
independent economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by other persons who can obtain
economic value from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain secrecy.
1.10 "DP Professional" shall mean any individual or business which supplies others
with computer equipment, software, or professional advice regarding such. Computer
manufacturers, dealers, distributors, retail stores, original equipment manufacturers
("OEMs"), independent sales organizations ("ISOs"), system integrators, software
houses, and data processing consultants are examples of DP Professionals.
1.11 "Documentation" means all printed or electronic documentation which OWNER
customarily provides or makes available with the Licensed Software. The parties agree
that "Documentation" includes all Updates of such documentation and specifically
includes one (1) user's manual, which details the features and functionalities of the
Licensed Software.
1.12 "Update" means (a) any published revision or correction to the Documentation;
and (b) any correction, enhancement, replacement, evolution, or new release (including
beta versions) of the Licensed Software, except for those designated as new products
for which OWNER charges separately.
July 5, 2006 Software License Agreement Page 2 of 14
1.13 "Software Services" means the services which OWNER provides to CLIENT
pursuant to the terms and conditions set forth in Attachment B (Software Service
Agreement) attached hereto.
1.14 "License Fee" means the total not to exceed price of $54,255.00 (plus tax and
any applicable shipping).
2. TITLE AND OWNERSHIP
2.1 The Licensed Software, including original and any copies thereof, in whole or in
part, whether said original and copies are made by OWNER or CLIENT or anyone else
and all copyright, patent and trade secret and other intellectual and proprietary rights
therein are and remain the property of OWNER.
2.2 CLIENT has been advised by OWNER that aspects of the Licensed Software are
OWNER trade secrets. These may include, but are not limited to, the following:
system design, modular program structure, system logic flow, file layout, video and
report formats, coding techniques, and routines, file handling and special search
techniques, video screen data entry handling and report and/or forms generation.
2.3 CLIENT agrees to include on any copies made of the Licensed Software the
same notices of OWNER's ownership interests that appear on the original.
3. SCOPE OF AUTHORIZED USE
3.1 For the License Fee, plus charges which are due and payable in accordance
with Attachment A, OWNER shall furnish CLIENT with one (1) copy of the Licensed
Software, including Documentation. OWNER shall similarly furnish any Updates it may
produce as soon as they become commercially available, and Updates shall be
furnished so long as a Software Service Agreement is in effect.
3.2 CLIENT is granted a perpetual, nontransferable, nonassignable license to use
the Licensed Software for CLIENT's In-house Use. CLIENT shall not have the right to
sublicense the Licensed Software in any manner.
3.3 CLIENT shall not assign or otherwise transfer this License or the Licensed
Software or any part thereof, by operation of law or otherwise, directly or indirectly,
including, but not limited to, transfers to any joint venture or combination arrangements
with any other person or entity.
3.4 CLIENT understands and agrees that it shall not use the Licensed Software
in any other city or at any other site location, except those designated herein, without
prior written authorization from OWNER or Licensed Software that is used by the
Client's mobile units outside its jurisdiction. This paragraph shall not prohibit the use of
the Licensed Software for the purpose of facilitating the Client's use of a Regional
July 5, 2006 Software License Agreement Page 3 of 14
Mobile Data System operated by another law enforcement, fire protection or emergency
response agency.
4. WARRANTY AND LIMITATION OF LIABILITY
4.1 CLIENT ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS OF SUCH
COMPLEXITY THAT IT MAY CONTAIN INHERENT DEFECTS, AND AGREES THAT
AS OWNER'S LIABILITY AND AS CLIENT'S SOLE REMEDY, UNLESS OTHERWISE
SPECIFIED IN THIS WARRANTY SECTION, OWNER WILL PROVIDE ALL
COMMERCIALLY REASONABLE PROGRAMMING SERVICES TO CORRECT
DOCUMENTED CODE ERRORS WHICH DIAGNOSIS INDICATES WERE CAUSED
BY A DEFECT IN AN UNALTERED VERSION OF THE DELIVERED LICENSED
SOFTWARE. THIS REMEDY APPLIES TO "CODE ERRORS" ONLY AND DOES NOT
INCLUDE ADDITIONAL FEATURES OR CUSTOMIZATION AGREED TO BY THE
PARTIES. This nontransferable warranty is valid for a period of one (1) year, beginning
on the date that the Licensed Software is first used operationally by the CLIENT.
4.2 THE WARRANTIES CONTAINED IN THIS SECTION CONSTITUTE THE ONLY
WARRANTIES MADE BY OWNER WITH RESPECT TO THIS AGREEMENT. SUCH
WARRANTIES ARE IN LIEU OF, AND CLIENT HEREBY WAIVES, ALL OTHER
WARRANTIES OR GUARANTEES OF OWNER, WHETHER EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO
THE QUALITY, ACCURACY, OR FREEDOM FROM ERROR OF OPERATION, USE,
AND FUNCTION OF THE LICENSED SOFTWARE.
4.3 OWNER agrees to indemnify and hold the CLIENT harmless from any and all
costs, losses, damages, or expenses, including reasonable attorney's fees and court
costs and the reasonable value of staff attorney's services, for personal injury, tangible
property damage and other damages suffered by the CLIENT, its employees or third
parties, not party to this Agreement, which arise out of the negligent act or omission of
OWNER including but not limited to, the negligent design, manufacture, installation, or
servicing of any part of the Licensed Software.
4.4 Except for the indemnification provisions of this Article, claims arising from either
party's breach of its confidentiality obligations, and claims for bodily injury or tangible
property damage caused by the fault of either party, OWNER's and CLIENT's liability
for damages under this Agreement, whether arising in contract, tort, or otherwise, even
if the breaching party has been advised of the possibility of such damages, shall not
exceed the amount to be paid by CLIENT to OWNER herein. IN NO EVENT SHALL
ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
July 5, 2006 Software License Agreement Page 4 of 14
4.5 For the duration of the warranty period, OWNER will maintain and support the
Licensed Software, which includes all features and functionality described in the
Documentation.
4.6 OWNER further represents and warrants that the Licensed Software shall
process dates prior to and after January 1, 2000, with no adverse impact on the
functionality of the Licensed Software or the accuracy of any reports. This date
processing shall include, without limitation, internal date formats that have century
recognition, calculations that accommodate same -century and multi -century formulae
and date values, date interface values that reflect the century, and calculations that
accommodate the occurrence of leap years. Date calculations will work correctly. All
date -related calculations will recognize that dates containing years equal to or greater
than 2000 are later than dates in the 1900s. OWNER does not represent that the
Licensed Software will be compatible with non -OWNER defined formats or interfaces or
that other third party software will contain similar year 2000 capabilities.
4.7 Upon the execution of this Agreement by all parties, OWNER shall deliverthe
Licensed Software to CLIENT within 14 days, except components of the Licensed
Software identified as under development under Attachment A (Statement of Work).
After delivery of the Licensed Software, the CLIENT, as a properly licensed user, may
begin installation and training at any time. OWNER does provide additional installation
and training services for the Licensed Software and will install and train the Licensed
Software at CLIENT's request for the additional agreed upon fees listed in Attachment
B (Itemized Quote).
4.8 CLIENT acknowledges that due to the dynamic nature of the information
technology industry and frequent product replacements and/or upgrades developed
independently by third party vendors, OWNER has no control over the turnover of
product or obsolescence of technology of third party product. CLIENT also
acknowledges that OWNER develops its Network Hardware Specifications based upon
all of the third party product information available to it. Therefore, with respect to third
party hardware and software, CLIENT shall retain the responsibility for the costs of
purchase and installation of upgrades necessary to maintain the functionality of the
Licensed Software. Additionally, the accumulation of storage of records in CLIENT's
database over an extended period of heavy use may require expanding the capacity
and memory of the operating system in order to maintain performance at response
times acceptable to the CLIENT. Subject to all of the affirmative duties and obligations
of OWNER under Attachment B (Software Service Agreement), it is the CLIENT's sole
responsibility to maintain the operating system to ensure adequate response times.
4.9 OWNER represents and warrants that it has the authority to enter into this
Agreement and has obtained all rights and waivers necessary to grant the rights
granted hereunder. OWNER represents and warrants that the exercise of the rights
granted in this Agreement does not infringe any third -party patent, copyright, trademark,
trade secret, or other intellectual property right.
July 5, 2006 Software License Agreement Page 5 of 14
4.10 OWNER shall defend and indemnify CLIENT against any and all claims brought
against CLIENT, and shall hold CLIENT harmless from all corresponding damages,
liabilities, settlements, costs and expenses (including attorney's fees), arising out of any
claim that the exercise of any of the rights granted in this Agreement infringes any third -
party patent, copyright, trademark, trade secret, or other intellectual property right.
CLIENT shall give OWNER prompt notice of, and authority to defend or settle, any such
claim and shall give, at OWNER's expense, reasonable information and assistance.
4.11 When notified of an action or motion that seeks to restrict the exercise of any of
the rights granted herein, OWNER may, (and in the case of a judgment, order, or
injunction that restricts the exercise of any of the rights granted herein, shall), at its
option and expense, (a) obtain the right for CLIENT to exercise its rights in accordance
with this Agreement, (b) substitute other non -infringing software with equivalent
functional capabilities, or, (c) modify the Licensed Software, while retaining equivalent
functional capabilities, so that it no longer infringes.
4.12 OWNER shall have no liability to CLIENT under this Section in the event
infringement of any third -party patent, copyright, trademark, trade secret or other
intellectual property right arises solely from (a) components of a CLIENT product or
system not derived from Licensed Software, (b) compliance with CLIENT's specific
designs, specifications, or written instructions, (c) modification by CLIENT of Licensed
Software, or (d) the combination of Licensed Software with equipment or software not
authorized or provided by OWNER or otherwise approved by OWNER other than
Licensed Software designed by OWNER to work with certain commercial hardware or
other commercially available software.
4.13 If OWNER is unable, within 1 year, to repair or replace any product or service
listed on Attachment "A" to a condition as warranted, the CLIENT shall be entitled to a
refund of the purchase price upon return of the Licensed Software to OWNER.
4.14 OWNER warrants that the maintenance and support service hereunder shall
permit the CLIENT to be provided with a complete and usable system for its Fire
Department.
5. CONFIDENTIALITYMON DISCLOSURE
5.1 Any Confidential Information received by a party shall be retained in confidence
and shall be used, disclosed, and copied solely for the purposes of, and in accordance
with, this Agreement. The receiving party shall use the same degree of care as it uses
to protect its own confidential information of a similar nature, but no less than
reasonable care, to prevent the unauthorized use, disclosure, or publication of the
Confidential Information.
5.2 CLIENT shall take all reasonable steps to keep the Licensed Software under
adequate security to ensure that no unauthorized access, copies, or use is made
thereof, and CLIENT agrees to notify OWNER immediately of the existence of
July 5, 2006 Software License Agreement Page 6 of 14
circumstances surrounding any unauthorized knowledge, possession, or use of the
Licensed Software.
5.3 OWNER shall take all reasonable steps to keep CLIENT records (including
records referenced by statutory laws relating to privacy and confidentiality that currently
exist or may hereafter be amended or changed) under adequate security to ensure that
no unauthorized access, copies, or use is made thereof, and OWNER agrees to notify
CLIENT immediately of the existence of circumstances surrounding any unauthorized
knowledge, possession, or use of CLIENT Records.
5.4 No party shall be bound by obligations restricting disclosure and use set forth in
this Agreement with respect to Confidential Information, or any part thereof, which (a)
was known by the receiving party prior to disclosure; (b) was lawfully in the public
domain prior to its disclosure, or becomes publicly available other than through a
breach of this Agreement; (c) was disclosed to the receiving party by a third party
provided such third party, or any other party from whom such third party receives such
information, is not in breach of any confidentiality obligation in respect of such
information; (d) is independently developed by the receiving party; or (e) is disclosed
when such disclosure is compelled pursuant to legal, judicial, or administrative
proceedings, or otherwise required by law, subject to the receiving party using
reasonable efforts to provide prior notice to the disclosing party to allow it to seek
protective or other court orders. OWNER expressly acknowledges that CLIENT's
status as a municipality does not, in and of itself, automatically inject or render any
information it possesses or has accumulated into or a part of the public domain.
5.5 In the event that OWNER should terminate this contract of service and fails
and/or refuses to offer support and maintenance service for the software mentioned
herein to the CLIENT while OWNER offers such service to other units of government,
or OWNER shall fail and/or refuse to offer support and maintenance service for the
software herein to the CITY whether for reasons of bankruptcy, receivership,
termination of business or for any other reason not herein mentioned, the CLIENT shall
be entitled to receive the source code system documentation.
5.6 Access to CLIENT Confidential Information. The CLIENT may provide OWNER
with, or allow OWNER access to, certain information not available to the public
concerning the CLIENT, or businesses located in the City of Vernon. The information
may include sensitive fire information, company information or such other information.
All such information shall be stamped by CLIENT as "Confidential Information" and may
not be used to circumvent the responsibility of either party to this Agreement.
5.7 No Disclosure of CLIENT Information. Except as expressly permitted, OWNER
shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether
orally or by any other means, any part of such Confidential Information to any other
person or entity, whether corporate, governmental, or individual, without the express
prior written consent of an authorized representative of the CLIENT. OWNER shall
return any written Confidential Information, and all copies made of such items, to the
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CLIENT upon the CLIENT's written request, but in any event not later than the date that
OWNER has performed all services to be performed pursuant to this Agreement.
OWNER hereby agrees that such Confidential Information and any documents provided
may be used by OWNER only as authorized by the CLIENT. OWNER shall take
reasonable measures to avoid any disclosure of any such Confidential Information to
any unauthorized person.
5.8 Court Ordered Disclosure of CLIENT Information. OWNER shall immediately
notify the CLIENT of any court order or subpoena requiring disclosure of Confidential
Information, and shall cooperate with CLIENT's legal counsel in responding to any such
order or subpoena. OWNER may only disclose Confidential Information required to be
disclosed pursuant to court order or subpoena after legal counsel has exhausted any
lawful and timely appeal or challenge.
5.9 In addition to any other remedies that it may have at law or in equity, the CLIENT
shall be entitled to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of the Confidential Information
provisions of this Agreement. OWNER acknowledges that in case of such breach or
threatened breach of said provisions, the CLIENT would have no adequate remedy at
law.
6. TERMINATION
6.1 In the event of a material breach or default by the CLIENT or OWNER in the
performance of this Agreement, the aggrieved party shall give written notice to the other
party specifying the nature and extent of the breach. The party in breach or default shall
have thirty (30) days thereafter to cure any such curable breach or default. If such
breach or default is not cured within said thirty (30) day period, the termination of this
Agreement shall become effective on the forty fifth (45) day following said written
notice.
6.2 The provisions of Sections 1 (Definitions), 4 (Warranty and Limitation of Liability),
5 (Confidentiality / Nondisclosure), 6 (Termination), 7 (Taxes), 9.1, 9.2, 9.4, 9.6, 9.7,
9.8, and 9.10 shall survive any termination.
6.3 In the event that this Agreement is terminated, each party shall forthwith return to
the other party all papers, materials, and other properties of the other party then in its
possession.
7. TAXES
7.1 CLIENT shall pay any and all taxes arising from or based upon the License Fee,
this Agreement or CLIENT's future use of the Licensed Software, other than income
taxes properly owed by OWNER.
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7.2 CLIENT shall not deduct from payments to OWNER any amounts paid or
payable to third parties, customs, duties, or taxes, however designated.
8. ACCEPTANCE TESTING
8.1 OWNER agrees that the Licensed Software and any equipment OWNER
provides pursuant to this Agreement shall meet the standard of performance specified
in OWNER's documentation before such items are accepted by the CLIENT.
OWNER's documentation are hereby incorporated by this reference as though set forth
at length herein.
8.2 An "acceptance performance period" shall begin on the date on which OWNER
installs the Licensed Software and any equipment it provides pursuant to this
Agreement, and end when such items have operated in conformance with OWNER's
documentation, under OWNER's standard test procedures for a period of thirty (30)
consecutive calendar days. If any such Licensed Software or equipment fails to
operate in conformance with OWNER's documentation during the acceptance
performance period, OWNER shall take whatever steps are necessary in order to
address such operation problems. Thereafter, the acceptance performance period for
the problem Licensed Software and/or equipment, shall begin anew.
9. GENERAL
9.1 This Agreement, together with all appendices or other attachments referenced
herein, contains the entire agreement and understanding by and between the CLIENT
and OWNER with respect to this project. The parties hereto acknowledge that each has
read this Agreement, understands it, and agrees to be bound by its terms. No
representations, promises, agreements, or understandings, whether written or oral,
relating to this agreement and not contained or referenced herein, shall be of any force
or effect. The parties further agree that this Agreement shall not be modified, except by
a written agreement signed on behalf of both parties by their respective duly authorized
representatives.
9.2 If either party is required to engage in any proceedings, legal or otherwise to
enforce its rights under this Agreement, the prevailing party shall be entitled to recover
from the other, in addition to any other sums due, the reasonable attorneys fees, costs
and necessary disbursements involved in said proceedings.
9.3 OWNER is hereby authorized to make reasonable inquiries, with CLIENT's
cooperation, concerning CLIENT's compliance with this Agreement.
9.4 If CLIENT breaches any of its obligations with respect to limited use or
confidentiality of the Licensed Software, OWNER shall be entitled to equitable relief to
protect its interest thereto, including, but not limited to, injunctive relief.
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9.5 OWNER shall not be liable for delays in any of its performance hereunder due to
causes beyond its reasonable control including, but not limited to, acts of God or labor
disturbances.
9.6 If any term(s), provisions(s), or condition(s) of this Agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and in no way be affected, impaired, or
invalidated.
9.7 This Agreement shall be governed by the laws of the State of California. All
claims concerning the validity, interpretation, or performance of any of its terms and
provisions, or any of the rights or obligations of the parties hereto, shall be instituted
and prosecuted in Los Angeles, California.
9.8 This Agreement may be executed in multiple copies, with each executed copy
constituting an original, but collectively constituting but a single document.
9.9 If this Agreement is not fully executed by CLIENT within ninety (90) days of
dispatch by OWNER to CLIENT, the offer contained herein shall terminate and any
subsequent signing of this Agreement shall have no binding effect.
9.10 The contract documents consist of this Agreement and its Attachments. In the
event of a conflict between the contract documents, the order of precedence shall be
the provisions of the main body of this Agreement and then the Attachments in the
following order: Statement of Work, Software Service Agreement, Itemized Quote,
Payment Schedule, and then the Network Hardware Specifications.
9.11 To the extent OWNER will perform ongoing services under this Agreement,
OWNER will remain throughout the term of the Agreement as an independent
contractor. OWNER agrees that its principals and employees are not and will not
become employees of the CLIENT while this Agreement is in effect. The CLIENT shall
have the right to control OWNER only in so far as the results of the OWNER's services
rendered pursuant to this Agreement; however, the CLIENT shall not have the right to
control the means by which OWNER accomplishes services rendered pursuant to the
Agreement except to the extent that such services involve the use of CLIENT property
or Confidential Information.
9.12 OWNER agrees that its principals and employees are not entitled to the rights
and benefits afforded to the CLIENT's employees, are not and will not become
employees of the CITY while this Agreement is in effect. OWNER agrees that its
principals and employees are not entitled to the rights and benefits afforded to the
CITY's employees, including disability and unemployment insurance, workers'
compensation, medical insurance or any other employment benefit. OWNER is
responsible for providing, at its own expense, all legally required disability,
unemployment and other insurance, workers' compensation, training, permits, and
licenses for itself and for its principals, employees and subcontractors.
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9.13 OWNER Not Agent. Except as the CLIENT may specify in writing, the OWNER
shall have no authority, express or implied, to act on behalf of the CLIENT in any
capacity whatsoever as an agent. OWNER shall have no authority, expressed or
implied, pursuant to this Agreement to bind the CLIENT to any obligation whatsoever.
9.14 Any notices required to be given under this Agreement by either party to the
other may be effected by personal delivery in writing or by mail, registered or certified,
postage prepaid with return receipt requested. Mailed notices must be addressed to
the parties at the addresses listed in this paragraph, but each party may change the
address by giving notice in accordance with this paragraph. Notices delivered
personally will be deemed communicated as of actual receipt; mailed notices will be
deemed communicated as of the day of receipt or the fifth day after such notice is
mailed by first class mail or, the second day after such notice is mailed by overnight
mail. Notices transmitted by either party to this Agreement to the other party shall be
addressed as follows:
OWNER: Visionair Inc.
Attn: Chief Executive Officer
5601 Barbados Blvd.
P.O. Box 9000
Castle Hayne, North Carolina 28429-9000
CLIENT: City of Vernon
Attn: Acting City Clerk
4305 South Santa Fe Avenue
Vernon, California 90058
9.15 Assignment Prohibited. No party to this Agreement may assign any right or
obligation pursuant to this Agreement except with the express written consent of the
other party. Any other attempted or purported assignment of any right or obligation
pursuant to this Agreement shall be void and of no effect.
9.16 OWNER agrees that if the CLIENT is required to file any lawsuit or administrative
proceedings, or any other proceedings regarding any claim concerning the validity,
interpretation or performance of any of the terms and provisions of the Agreement, or
any of the rights or obligations of the parties hereto, the CLIENT may effect any
necessary service of process by personal delivery to any officer of OWNER, or by mail,
registered or certified, postage prepaid with return receipt requested, to the address
and individual identified in Section 9.14.
9.17 This Agreement shall bind and benefit the parties hereto and their heirs,
successors, and permitted assigns.
9.18 Insurance. Owner agrees to provide insurance in the amounts and forms
specified in Attachment C, which is attached hereto and incorporated by reference.
July 5, 2006 Software License Agreement Page 11 of 14
Owner shall submit to the Client documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of performance
under this Agreement. Owner shall not commence performance of its work under this
Agreement until the above insurance has been obtained and proof of insurance has
been filed with and approved by the Client.
Owner shall not permit a subcontractor or vendor to perform work on Client
premises unless and until a certificate of insurance is obtained showing that such
subcontractor or vendor has worker's compensation coverage. If Owner employs
subcontractors as part of the services rendered, Owner's protective coverage is
required. Advanced may include all subcontractors as insureds under its own policy or
shall furnish separate insurance for each subcontractor, meeting the requirements set
forth herein.
9.19 Forum. Any dispute related to this Agreement shall be adjudicated in a state
court serving the County of Los Angeles, California.
9.20 Arbitration. The parties agree that any and all disputes arising out of or in
relation to this Agremeent, including without limitation any action in tort, shall be
resolved exclusively, finally and conclusively by arbitration in Los Angeles County,
California under the auspices of and pursuant to the rules of the Judicial Arbitration &
Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two
arbitrators will then select a third. The three member panel will make the final decision.
All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written
reasons for their decision. The arbitration decision shall be final and binding on the
parties. Notwithstanding the foregoing, the parties shall be permitted to access the
court system to enforce any arbitration award or to obtain injunctive relief. The
exclusive jurisdiction and venue for any such action shall be the Superior Court of
California, Los Angeles County.
9.21 Force Maieure. Neither party shall be considered to be in default in any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the
control of the party affected, including, but not restricted to, flood, earthquake, storm,
fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United States
Government or any other government, which by exercise of due diligence such party
could not reasonably have been expected to avoid and by exercise of due diligence has
been unable to overcome. Either party rendered unable to fulfill any of its obligations
under this Agreement by reason of an uncontrollable force shall give written notice
within five -(5) business days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
July 5, 2006 Software License Agreement Page 12 of 14
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year last signed below.
VISIONAIR, INC.
Signature:
Name:
Title:
Date:
Signature:
Name:
Title:
Date:
CITY OF VERNON
Signature:
Name: LEONIS C. MALBURG
Title: Mayor
Date:
ATTEST:
By:
BRUCE V. MALKENHORST, JR.
Acting City Clerk
APPROVED AS TQ FO M:
ERIC T. FRESCH, City Attorney
July 5, 2006 Software License Agreement Page 13 of 14
_(`^`"---- June 06, 2006
"The Future of Public Safety Automation"
Oil
Irk-
5601 Barbados Blvd Phone: (800) 882-2108
Castle Hayne, NC 28429 Fax: (910) 602-6190
Geo Relay Software License 7 VPWCAD004 $300.00 $2,100.00
Vision Software Sub -Total $2,100.00
Project Management VSEPME001 $2,900.00
Remote Implementation VSEINS017 $600.00
Vision Implementation Sub -Total $3,500.00
CAD 24x7 Software Support VMECAD002 $420.00
Vision Maintenance Sub -Total
$420.00
GeoComm GeoLynx Software Per License Upgrade 6
GEOSFT004
$15,000.00
GL825SU
GeoComm Mobilynx Software ML100S"L" New 20
GEOSFT014
$10,000.00
Release
GeoComm GeoLynx Install/Training Six Clients
1
GEOINS007
$6,300.00
GeoComm MobiLynx Install/Training
1
GEOINSO41
$5,580.00
GeoComm GeoLynx Software Support GL825M
6
GEOMTE002
$3,750.00
GeoComm Mobilynx Software Support ML100N"L"
20
GEOMTE010
$3,125.00
New Release
GeoComm GeoLynx Admin License One Client
1
GEOSFT002
$1,995.00
GLA825S
GeoComm Map Data Analysis GC MDA
1
GEOSRV001
$1,775.00
GeoComm GIS Set Up Services GC GIS
1
GEOSRV002
$1,000.00
GeoComm GeoLynx Admin Install/Training One Client
1
GEOINS012
$700.00
GeoComm Travel and Expense
1
GEOTRV001
$500.00
GeoComm GeoLynx Admin Support One Client
1
GEOMTE009
$250.00
GLA825M
Third Party Products and Services Sub -Total
$49,975.00
Sub -Total : $56,995.00
Total Discounts : ($1,740.00)
Total Price : $54,255.00
Agency: Vernon Police Department Sales Representative: Angela Shepherd
Agency State: CA Page 1 of 2
■
June 06, 2006
* Pricing is based on VisionAIR's pricing guidelines.
° This quote expires in 45 days and may be extended by mutual agreement of both parties.
* Please submit an itemized purchase order for each product and/or service purchased.
* Maintenance: 24 X 7 is 365 days per year. 8 X 5 is 8:OOAM to 5:OOPM Monday through Friday.
* Taxes not included.
* Prising may not include shipping. Shipping fees can be provided prior to ordering.
* Please contact your Sales Representative for a shipping estimate when you are ready to purchase.
* Payment Terms: Payment for VisionAIR items (products and services) is due upon delivery. Third -party products, including
hardware and software, will be invoiced when VisionAIR places an order with the third -party. Third -party services are due upon
delivery. These payment terms will govern this order unless agreed to in writing at the time order is placed by VisionAIR and Client.
*Note: This pricing is based upon the promotion for replacing GeoLocator and expires 811/06.
Please fax line item purchase order to 910-602-7374 Attn: Angela Shepherd.
Agency: Vernon Police department
Sales Representative: Angela Shepherd
Agency State: CA Page 2 of 2
ATTACHMENT "B SOFTWARE SERVICE AGREEMENT
Vernon Police Department
4305 Santa Fe Avenue
Vernon, CA. 90058
July 5, 2006
This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") (incorporated in
to the Software License Agreement of July 5, 2006 as Attachment B) is entered into by
and between the City of Vernon (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 A to the Software License Agreement), as such may hereafter be
supplemented and as such Licensed Software may hereafter be updated with
improvements, enhancements and modifications furnished to CLIENT by VISIONAIR.
1.0 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 one year.
2.0 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.
3.0 Covered Maintenance.
3.1 Commercial Off the Shelf Software (COTS). The term "Covered
Maintenance" as used herein means the periodic and on -call remedial maintenance
VISIONAIR deems reasonably appropriate and necessary to keep the CLIENT'S
Licensed Software functioning properly. Please see section 3.2 for Custom Solutions
(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) 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
(CD-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 3`d party applications defect resolution or modifications.
July 5, 2006 Page 1 of 6
(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 VISIONAIR Documentation in
any material respect.
3.2 Custom Solutions (Applications):
(a) Telephone Support for the Licensed Software, utilizing a toll -free 800
telephone number 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 VISIONAIR application
software.
(c) 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.
(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.
4.1 Custom off the Shelf (COTS) Products:
(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 non-VISIONAIR 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 section 3,
Covered Maintenance.
(d) This Agreement does not include professional services (on site training,
installation or upgrades of third party software applications used in conjunction with or
July 5, 2006 Page 2 of 6
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, Telecom Equipment, etc.
4.2 Custom Solutions (Applications) Exclusions:
(a) Platform changes, including, but not limited to, Operating Systems,
Hardware, Telecom 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.
5.0 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.
6.0 Client Responsibilities:
6.1 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
July 5, 2006 Page 3 of 6
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.
6.2 CLIENT is responsible to maintain a proper set of data backups in the event
that it becomes necessary to recover from a disaster.
7.0 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.
8.0 Changes in Charges. At least 120 days prior to the expiration of the Initial
Term or any Renewal term, VISIONAIR may make changes to the Covered
Maintenance fees and the Billable Call Rate, such changes to be effective at the
commencement of the immediately subsequent Renewal term, if any. CLIENT may
terminate this Agreement within sixty (60) days after receipt of the first invoice with
changed charges by giving VISIONAIR sixty (60) days written notice of its intention to
terminate, and this agreement will terminate as of the date for termination set forth in
the CLIENT's notice to VISIONAIR or at the end of such sixty (60) day period,
whichever last occurs.
9.0 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. All payments shall be paid by CLIENT within thirty (30) days upon receipt of
invoice by CLIENT.
10.0 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.
11.0 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
July 5, 2006 Page 4 of 6
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 UNDER THIS AGREEMENT.
12.0 Hardware and Network Upgrades. CLIENT acknowledges that due to the
dynamic nature of the information technology industry and frequent product
replacements and/or upgrades developed independently by third party hardware and
software vendors, VISIONAIR has no control over the turnover of product or
obsolescence of technology of third party products. CLIENT also acknowledges that
VISIONAIR develops its Network Hardware Specification Document based upon all of
the third party product information available at the time of publication. Therefore, with
respect to third party hardware and software, CLIENT shall retain the responsibility for
the costs of purchase and installation of hardware and software upgrades necessary to
maintain the functionality of the Licensed Software. VISIONAIR develops the Network
Hardware Specification document considering that no other software application will be
installed. Additional hardware specifications should be considered if the CLIENT
intends to run other applications. Additionally, the accumulation of data in CLIENT's
database over a period of time may require expanding the capacity of hard drives and
memory of the system servers and workstations in order to maintain performance at
response times acceptable to the CLIENT. Subject to all of the affirmative duties and
obligations of VISIONAIR under this Software Maintenance Agreement, it is the
CLIENT's sole responsibility to maintain the system to ensure adequate response
times.
13.0 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.
14.0 Force Majeure. Neither party shall be considered to be in default in any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the
control of the party affected, including, but not restricted to, flood, earthquake, storm,
fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United States
Government or any other government, which by exercise of due diligence such party
could not reasonably have been expected to avoid and by exercise of due diligence has
been unable to overcome. Either party rendered unable to fulfill any of its obligations
under this Agreement by reason of an uncontrollable force shall give written notice
within five (5) business days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
15.0 Termination for Non-payment. If CLIENT is in default due to non-payment,
and after VISIONAIR has given CLIENT written notice and such default is not cured
July 5, 2006 Page 5 of 6
after 15 days then VISIONAIR may terminate this agreement at any time upon written
notice to CLIENT.
15.0 Notices. Any Notice, request, instruction or other document pertaining to this
Agreement shall be sent to the appropriate party's address as set forth above, and shall
be deemed to have been duly given or served if delivered in person or deposited in the
United States mail, certified mail, return receipt requested.
17.0 General. This Agreement shall be governed by the laws of the State of
California. This Agreement constitutes the entire agreement between the parties hereto
with respect to maintenance of the Licensed Software and shall supersede all previous
or contemporaneous negotiations, commitments and writings with respect to matters
set forth herein. It may be only modified by writing signed by authorized representatives
of both parties. The terms and provisions of this Agreement shall prevail over any
conflicting, additional or other terms appearing on any purchase order submitted by the
CLIENT at anytime.
VISIONAIR, INC.
Signature:
Title:
Date: +7/1 j ) Zd o 1
Signature:
Name:
Title:
Date:
CITY OF VERNON
Signature:oig
Name: Leonis C. Malburg
Title: Mayor
Date:
ATTEST:
By:
BRUC V. MALKENHORST, JR.
Acting City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
July 5, 2006 Page 6 of 6
y
ATTACHMENT "C":
INSURANCE SCHEDULE (CONTRACTOR)
Contractor shall provide proof of insurance, including but not limited to, a standard original certificate of
insurance, in at least the following amounts and coverage (combined single limit permitted):
I. Coverage and Limits
Bodily Injury Property Damage
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1.000.000 per employer
II. Liabili
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Excess Liability
$5 000 000
$5 000 000
$5,000,000
a. The general liability policy shall
contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
1. An original endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and specifying the
activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and umbrella insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Contractor shall provide such further proof of insurance
documentation as the City deems necessary.
ATTACHMENT "C"
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro—Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. T%MCHAEL McCORMICK
Councilman
August 1, 2006
4305 Santa Fe Avenue, Vernon, California 90058
telephone (323) 583-8811
Visionair Inc.
Attn: Mike Lyons, Chief Operating Officer/President
P.O. Box 9000
Castle Hayne, North Carolina 28429-9000
Re: Software Purchase and Services Agreement
Dear Mr. Lyons:
SOL BENUDIZ
Police Chief
MARK C. WHTI'WORTH
Acting Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
SHARON L. DUCKWORTH
Acting City Treasurer
The insurance requirements have been met. Transmitted herewith is a
fully executed agreement, as referenced above, approved by City
Council on July 5, 2006, through Resolution No. 9079.
If you have any questions regarding this matter, please call Mr.
Solomon Benudiz at 323/583-8811 ext. 114.
Very truly yours,
lly G1
Deputy City Clerk
NG:dr
C: Solomon Benudiz
Dolores Jaunzemis
Resolution No. 9079
Agreement File No. 06-084
'EXCIPIUCIM wubugdal