Resolution No. 93351
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RESOLUTION NO. 9335
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
CITY OF VERNON LICENSE AND SUPPORT AGREEMENT
RENEWAL BY AND BETWEEN THE CITY OF VERNON AND
DECADE SOFTWARE COMPANY, LLC FOR ENVIRONMENTAL
HEALTH SOFTWARE AND SERVICES
WHEREAS, on May 23, 2001, the City Council of the City of
Vernon adopted Resolution No. 7756 approving an Agreement for
Environmental Health Data Management Services (the "Agreement") with
the California Association of Environmental Health Administrators
("CAEHA") and Decade Software Company, LLC ("Decade"); and
WHEREAS, on October 20, 2004, the City Council of the City
of Vernon adopted Resolution No. 8566 consenting to the assignment by
CAEHA of its rights, title, interest and obligations under the
Agreement to Decade and approving City of Vernon License and Support
Agreement Renewal, Agreement Number 1091-2004 for the period July 1,
12004 through June 30, 2005; and
WHEREAS, on June 21, 2006, the City Council of the City of
Vernon adopted Resolution No. 9081 approving the renewal of the
Agreement for the period July 1, 2006 through June 30, 2007; and
WHEREAS, the Agreement provides for automatic renewal for
successive one (1) year terms on July 1st of each year with the same
conditions in effect on June 30th of the preceding term; and
WHEREAS, Decade has submitted a new City of Vernon License
land Support Agreement Renewal, Agreement Number 1091-2007 (the "Renewal
Agreement"), for the period July 1, 2007 through June 30, 2008; and
WHEREAS, by memo dated May 29, 2007, the Director of Health &I
(Environmental Control has recommended the approval of the Renewal
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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 the Renewal Agreement with Decade.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the City of Vernon License and Support Agreement Renewal,
Agreement Number 1091-2007 with Decade Software Company, LLC, in
substantially the same form as the copy which is attached hereto as
Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Renewal
Agreement for, and on behalf of, the City of Vernon and the City Clerk
is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to make whatever
nonsubstantive, administrative and/or text changes, upon advice of
counsel, to the Renewal Agreement and to execute any and all documents
necessary to implement and carry out the purposes specified in the
Renewal Agreement on behalf of the City of Vernon and to perform such
other actions deemed necessary or advisable.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send two executed
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lAgreements to:
Decade Software Company, LLC
Attn. Sandra Arambula, Marketing Representative
4201 W. Shaw Avenue, #102
Fresno, CA 93722
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 5th day of June, 2007.
ATTEST:
ANUELA GIRO City Clerk
Name: LEON I S C . MALBURG
Title: Mayor / XU#X)AXXXX)bX-WM
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1 STATE OF CALIFORNIA )
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COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9335, was
6 duly adopted by the City Council of the City of Vernon at a special
7 meeting of the City Council duly held on Tuesday, June 5, 2007, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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MANUELA GI ON{ City Clerk
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13 (SEAL)
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4 -
EXHIBIT
VA&
DID,
f 0! T w• N 9
eOMPANV. Lte
City of Vernon
License and Support Agreement Renewal
Agreement Number 1091 - 2007
Revision 1.0
05/07/07
Signed contract must be returned, to Decade by Client, within 10 days of receipt. In the event signed
contract is not received by Decade within 10 days of Client receipt, prices contained herein are subject
to increase.
Contents
1. General information.................................................................
1.1. Definitions........................................................................
1.2. Milestone Summary .........................................................
1.3. Involved Parties...............................................................
1.3.1. City of Vernon ..........................................................
1.3.2. Decade Software Company, LLC ............................
.........................1
...............................................................................................1
................................................................... ......................1
...............................................................................................2
............................................................................................... 2
2. Software..........................................................................................................
2.1. Description..............................................................................................
.......................................................2
.............................................................3
.............................................................3
3.
License...................................................................................................................................................................................a
4.
Effective Date and Term.........................................................................................................................................................5
5.
Prices and Taxes...............................................................................................................................................................6
6.
Support Services..............................................................................................................................................................8
7.
items Not Covered by the License and Support Fee............................................................................................................10
B.
Client Responsibilitles......................................................................................... ..................................................................11
9.
Early Termination by Decade...............................................................................................................................................12
10.
Client Responsibilities Upon Temvnation.............................................................................................................................13
11.
Client Employment of Decade Staff......................................................................................................................................14
12.
Unrdtation of Decade's Liability.....................................................................................................................................15
13.
Assignment by Decade.........................................................................................................................................................16
14.
General.............................................................................................................................17
15.
Acceptance of Agreement..................................................................................................................18
15.1. City of Vernon ........................................................................................ .......................................................................18
15.2. Decade Software Company, LLC.................................................................................................................................18
Appendbc A Client Volume Levels and System Applications Used ..............................................................................................19
Client Volume Levels...............................................................................19
.....................................................................................
Applications licensed for Use by this Agreement ........................................................................................................................20
Envision................................................................................................................................................................................20
EnvisionConnect..................................................................................................................................................................21
FieldInspection System........................................................................................................................................................21
EnvisionWireless.................................................................................................................................................................21
CUPASoftInterface..............................................................................................................................................................21
PA to CUPA Transfer Process (PACT).................................................................................................................................21
EnvisionPress -Agent ...........................................................................................................................................................22
UDFEditor............................................................................................................................................................................22
Contents
Decade Software Company, LLC
Envision Extender ..................................................
Batch Payments Import .........................................
Epitome..................................................................
Appendbc B Professional Services ....................................
Append'(C Total Fees ......................................................
Appendix D Payment Schedule ..........................................
Appendix E Insurance Schedule ........................................
City of Vernon
Revision: 1.0 Revision Date: 05/07/07
C-2
..............................................................................................................22
..............................................................................................................22
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................................................................................................. ........24
.........................................................................................................26
............................................................................. ........................ .27
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License and Support Agreement Renewal
Decade Software Company, LLC
I. General Information
1.1. Definitions
The following acronyms and words may be used in this document.
Agreement
The agreement set forth in this document.
Anniversary Date
The month and day of the effective date shall determine the
anniversary date. For more information, see Section 4, Effective
Date and Term later in this document.
Client
City of Vernon
Dude
Decade Software Company, LLC
DSC
Acronym for Decade Software Company, LLC.
LSA
Acronym for the License and Support Agreement.
SLA
Acronym for Site License Agreement. This is another name for the
License and Support Agreement.
Software
The Software includes computer programs, in object form, and all
related documentation and materials.
SRS
Acronym for Software Requirements Specification. The SRS
document includes the complete software requirements for the
system or a portion of the system.
1.2. Milestone Summary
Milestone
Date
Agreement Effective Date
07/01/07
Agreement Anniversary Date
07/01/07
Agreement Signed By Date
07/10/07
Agreement Term Begins
07/01/07
Agreement Term Ends
06/30/08
City of Vernon
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License and Support Agreement Renewal 2
Decade Software Company, LLC
1.3. Involved Parties
This is an agreement between the City of Vernon and Decade Software Company, LLC.
The following involved parties will serve as contacts between the Client and Decade.
1.3.1. City of Vernon
Client Contact Person for Contract and Billing Issues
Lewis Pozzebon
Director
4305 Santa Fe Avenue
Vernon, CA 90058
Phone: (323) 583-8811, ext. 229
Fax: (323) 588-4320
E-mail: 1pozzebon ,ci.vemon.ca.us
Client Contact Person for Operational Issues
Lewis Pozzebon
Director
4305 Santa Fe Avenue
Vernon, CA 90058
Phone: (323) 583-8811, ext. 229
Fax: (323) 588-4320
E-mail: 1pozzebon(cr�,ci.vemon.ca.us
1.3.2. Decade Software Company, LLC
Decade Contact Person for Contract Issues
Sandra Arambula
Marketing Representative
Decade Software Company, LLC
4201 West Shaw Avenue, #102
Fresno, CA 93722
Phone: (559) 444-1800 Ext. 750
Fax: (559) 445-1652
E-mail: SandraArainbula&decadesoftware.com
City of Vernon
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License and Support Agreement Renewal 3
Decade Software Company, LLC
2. Software
2.1. Description
This Agreement is for the use and support of the Decade software product(s) identified in
the Appendix A, Client Volume Levels and System Applications Used section.
The Software includes computer programs, in object form, and all related documentation,
materials, and all modifications made hereafter, in whole or in part. The Software is
owned and copyrighted by Decade Software Company, LLC. Client will have no rights
other than the license use rights granted in this Agreement.
City of Vernon
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License and Support Agreement Renewal
Decade Software Company, LLC
3. License
By this Agreement, Client is granted a non -transferable, non-exclusive license to use the
Software only on Client's computer system and for Client's purposes on a system as
described below. Client agrees to not allow access to the Software to any third party
without written permission from Decade.
The Software as installed on Clients server with two databases, one as a production
environment and one as a test environment. This server will connect network clients
using LAN connections. All hardware and network connections will be provided and
maintained by the City of Vernon.
Client computer system and location(s) description:
City of Vernon Environmental Health Department
4305 Santa Fe Avenue
Vernon, CA 90058
Client may copy Software only for backup and archival purposes. Client agrees to
maintain appropriate records on the quantity and location of all such copies, and produce
same on demand by Decade. Client agrees to include the Decade copyright notice on all
copies, in whole or in part, in any form. Client agrees to receive prior written approval
from Decade before copying any portion of the Software for any other purpose.
City of Vernon
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License and Support Agreement Renewal 5
Decade Software Company, LLC
4. Effective Date and Term
This Agreement shall become effective 07/01/07 or when Decade provides the Software
or services hereunder, whichever is earlier. The month and day of the effective date shall
determine the anniversary date (hereinafter "Anniversary Date").
Should the License and Support Agreement not be signed by 07/10/07, Decade may
terminate the support services listed in section 6 until the License and Support Agreement
is signed by the Client.
This Agreement shall have a term of one year.
In the event the Agreement is not terminated, as specified herein, it shall be automatically
renewed for successive one year terms on the same conditions in effect at the conclusion
of the ending term.
Either party may terminate this Agreement at the end of the initial or any successive term
by giving the other party at least 30 days prior written notice.
City of Vernon
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License and Support Agreement Renewal
Decade Software Company, LLC
5. Prices and Taxes
C
Appendix A, Client Volume Levels and System Applications Used contains Client
volumes used to calculate the license and support fee to be paid to Decade. Client
warrants that the volumes are as accurate as can be estimated, and agrees that the license
and support fee can be increased at any time, and billed retroactively, if Decade
determines the volumes have been underestimated. The price for the term beginning
07/01/07 and ending 06/30/08 is $21,770.00 including a one time charge for Project No.
2007-031 EnvisionConnect Migration. The price for each subsequent term is $18,530.00.
Per year, license and support fees may increase due to any one of the following triggering
events.
Triggering Event
Definition
Client increase in record volume
To determine the increase based on volume,
Appendix A will be used as a benchmark for
determining volume increases and adjustments in
Client's use of system applications.
Client will allow Decade to log onto Clients system
at least once per year approximately 90 days prior to
the Anniversary Date to check the volumes.
Client increase in use of
For price increases based on an increase in the use
applications
of applications, Decade will amend the Agreement to
include the additional applications at the prevailing
rates.
An increase in the current
Decade may request for per year license and
Consumer Price Index (CPI-U)
support fee escalation in accordance with the
current consumer price index at the time of the
request or up to a maximum 5% increase on the
current pricing, whichever is lower. For purposes of
this section, "consumer price index" shall mean the
Consumer Price Index - All Urban Consumers -
United States Average - All Items (CPI-U), as
published by the United States Department of Labor,
Bureau of Labor Statistics.
If Decade elects to increase prices for any successive term, Decade will notify Client in
writing at least 60 days prior to the end of the then current term.
Appendix C, Total Fees contains Agreement term license fees, training, conversion fees,
and other first year or one-time fees. These fees are due and payable when invoiced. .
Section 7, Items Not Covered by the License and Support Fee, lists products and services
that are not included in the support and license fee. Fees for Client's use of these items
are due and payable when invoiced.
Decade reserves the right to withhold services for non-payment of fees. Services withheld
for non-payment include telephone support, software enhancements, etc.
City of Vernon
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License and Support Agreement Renewal
Decade Software Company, LLC
Any tax, such as sales and use taxes, exclusive of property and income taxes, that Decade
is required to collect or pay based upon the sale or delivery of products or services under
this Agreement shall be paid by Client to Decade, or Client shall pay directly to the
taxing agency with proof of payment provided to Decade. This obligation extends
retroactively if so assessed by a taxing agency.
If Client is using the Software in California, and receives the Software on tangible
personal property (for example floppy disks, magnetic tape, Zip disk, CD-ROM, or any
other medium by which the software is temporarily stored to effect transfer to Client's
computer) then the full license and support fee, as well as training and conversion fees,
are subject to California sales and use tax. The definition of transfer is the leaving behind
of such tangible personal property.
However, if the Software is received by Client over communication lines, via the
Internet, a bulletin board service or through a direct connection between Client and
Decade computers, the license and support, training, and conversion fees are not subject
to sales and use tax. In California, all parts and supplies are subject to sales and use tax,
and hourly -based professional services, other than training and file conversion for the
Software, are not.
If Client is using the Software in a state other than California then Client is responsible
for knowing the sales and use tax rules of that state.
Decade will assess and Client agrees to pay a late charge of 1 '/2 % per month, or the
highest amount allowed by law, for each month a payment is 30 days past due.
City of Vernon
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License and Support Agreement Renewal
Decade Software Company, LLC
6. Support Services
The following services are included in the license and support fees:
8
6.1. Telephone
Decade provides telephone support via a toll free number for
Support
clients usability questions and/or problem resolution. Support is
provided during Decade's regular business hours (8:00 A.M. to
5:00 P.M., Pacific Time, Monday through Friday, with Federal
and State holidays excluded.) Issues can be reported 24-hours a
day by e-mail, fax or telephone. Decade supports both the
applications developed in-house and the database backend on
which these applications run.
6.2. Web -based
All clients have 24-hour access to our web resources. This
Support
includes all system documentation, Envision Upgrade Files, and
monthly "Did You Know?" newsletter of system workflows tips.
Web resources allow clients to search Decade's Knowledge Base
of known issues and suggestions and instantly send issues to
technical support staff via an online support form.
6.3. Software
Decade will provide software maintenance, which includes defect
Maintenance
fixes, and any other required modifications to keep the Software in
conformance with the specifications contained in the then current
Decade reference manual. Decade will amend the specifications
only to remove documentation effors, provide consistency of
interpretation or describe improvements to the Software. Decade
will correct any error or malfunction in the Software that prevents
it from operating in conformance with the specifications, or
Decade will provide a commercially reasonable alternative that
will conform to the specifications.
If Client's system is inoperable due to a reproducible error or
malfunction, and Client is using the current release of the
Software, Decade will provide continuous effort to correct the
error or malfunction.
All maintenance will be completed on the current release version
of Software.
6.4. Software
Decade will periodically make software upgrades and
Upgrades and
enhancements available to the Client. Decade will provide the
Enhancements
necessary instructions and software tools so Client can make the
upgrades and modifications.
Client will make best efforts to maintain its system at the current
release level of the Software. Ninety days after the release of a
new version of the Software, Decade is not obligated to maintain
prior versions as outlined in section 6.3.
Decade will have the sole discretion to decide if new Software is a
no charge upgrade or enhancement or a billable offering. Billable
offerings are optional, and Client will not be required to purchase
them to maintain the current release level.
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 Initial— initial _
License and Support Agreement Renewal
Decade Software Company, LLC
6.5. User Group User group meetings occur on a monthly basis. These meetings
Meetings allow users to share ideas, workflows, etc. Client may send
representatives to any user group meeting conducted by Decade
clients.
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6.6. Refresher
There will be no charge for refresher training conducted at
Training
Decade's office on mutually agreeable dates, if the material was
covered and the attendee(s) was included in Client's initial
training. Refresher training does not include training for new
Software or Client staff that have not been trained before. These
are fee based items.
6.7. List Server
Decade's clients use a list server to share information. Envision
workflows, environmental regulation workflows, user -customized
reports, and general questions and answers are available.
6.8. Decade
Decade Exchange is a web -based file exchange solution that
Exchange
provides a secure area where clients can share files. Clients have
the freedom to upload/download useful reports, scripts, and other
files at the time most convenient to them.
Clients have a searchable archive of environmental regulation
workflows, Envision workflows, user -customized reports, scripts,
and general questions and answers that can be accessed through
keyword searches. Users have the option of drilling down through
categories or searching for files by using a search dialog box.
6.9. Client
The Client Relationship Management (CRM) software application
enables Decade to manage every aspect of our relationship with
Relationship
Management
the client. Client information acquired from sales, marketing,
client service, and support is captured and stored in a centralized
database to improve client satisfaction.
City of Vernon
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License and Support Agreement Renewal 10
Decade Software Company, LLC
7. Items Not Covered by the License
and Support Fee
The following services will be provided on a fee basis. Appendix C, Total Fees contains
prices for Agreement term license fees, services, and prices agreed upon as a condition of
this Agreement. Services not specifically included in Appendix C will be estimated, or
bid, at Client's request, and invoiced at Decade's then prevailing rates.
7.1. Support Initiated Outside Decade's normal working hours are 8:00 A.M. to 5:00
Normal Working Hours P.M., Pacific Time, Monday through Friday, with
Federal and State holidays excluded. If Client requires
or initiates service outside these hours, Client will pay
for such support at Decade's prevailing rates.
7.2. Data Correction or Unless caused by Decade's negligence.
Restoration
7.3. Data Conversion
7.4. Custom Programming
7.5. Software Implementation
7.6. Initial and New Staff
Training
Client will reimburse Decade for out-of-pocket costs expended by Decade on Client's
behalf, unless such costs are incurred as a result of Decade's negligence. These costs can
include parts and supplies, media and reproduction costs, travel expense, and long
distance telephone calls initiated from Decade to Client's computer.
City of Vernon
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Initial — Initial —
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License and Support Agreement Renewal 11
Decade Software Company, LLC
8. Client Responsibilities
Client is responsible for the following:
8.1. Provide knowledgeable, competent operators with an understanding of Client's
operations.
8.2. Schedule on -site or classroom training to properly prepare Client's staff for using
the Software.
8.3. Backup files and programs daily, or whenever they change, and keep the backup in a
secure place.
8.4. Notify Decade as soon as problems appear.
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 Initial— initial
License and Support Agreement Renewal
Decade Software Company, LLC
9. Early Termination by Decade
If Client abuses this Agreement because of incompetent or untrained operators, or
violates any terms or conditions of this Agreement, Decade will notify Client in writing
of its intent to terminate this Agreement for cause, with the cause(s) specifically
identified. Client will have 30 days to correct the cause(s), and if the corrections are not
made, Decade will have the right to terminate this Agreement.
City of Vernon
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License and Support Agreement Renewal 13
Decade Software Company, LLC
10.Client Responsibilities Upon
Termination
Client will cease using the Software immediately upon termination. Within 30 days after
termination, for any reason, Client will furnish Decade an affidavit certifying that the
original and all copies, in whole or in part, of the Software have been returned to Decade
or destroyed by Client.
Client will pay all amounts due Decade.
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 initial_ Initial _
License and Support Agreement Renewal
Decade Software Company, LLC
11. Client Employment of Decade Staff
If Client, directly or indirectly, hires a Decade specialist who has provided service to
Client within one year of the specialist's termination from Decade, Client will pay
Decade an amount equal to six months wages of the specialist at time of termination.
City of Vernon
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License and Support Agreement Renewal 15
Decade Software Company, LLC
12. Limitation of Decade's Liability
Decade warrants that the media used to deliver the Software to Client is free from
mechanical or recording defects, and if such defects are found, Decade will immediately
replace the defective media.
Decade will not be liable for any damage resulting from loss of data (unless caused by
Decade staff accessing Client's computers), profits, use of products, claims by third
parties, or for any incidental or consequential damages. In no event will Decade's
liability exceed the amount paid by Client for the product or service that caused the
claim.
Decade will not be liable for delays in fulfilling its obligations under this Agreement due
to any action or inaction of the Client.
THIS SOFTWARE IS PROVIDED SUBJECT TO THE WARRANTIES AND
REMEDIES JUST EXPRESSED, AND IN THE 6.3 SOFTWARE MAINTENANCE
SECTION OF THIS AGREEMENT, IN LIEU OF ALL OTHER WARRANTIES OF
ANY KIND, EITHER EXPRESSED OR IMPLIED.
City of Vernon
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License and Support Agreement Renewal 16
Decade Software Company, LLC
13.Assignment by Decade
Decade will have the right to arrange, through contract or otherwise, with any person or
organization, to provide product or services to satisfy Decade's obligations of this
Agreement upon the written consent of the Client.
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 Initial_ Initial
License and Support Agreement Renewal
Decade Software Company, LLC
14.General
17
Any clause of this Agreement found to be unenforceable shall be severed from this
Agreement and the remainder of the Agreement shall remain in full force and effect.
Any waiver of any clause of this Agreement shall not constitute a subsequent waiver of
that clause or any other clause. Failure or delay of either party to enforce compliance with
any clause shall not constitute a waiver of such clause.
This Agreement shall be governed by California law, and the court of competent
jurisdiction shall be in Los Angeles, California.
In the event litigation is required to enforce performance of this Agreement, the
prevailing party shall be reimbursed the costs of enforcement, including, but not limited
to attorney fees and costs, witness fees and costs, and court costs.
The parties agree that any and all disputes arising out of or in relation to this Contract,
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. Any and
all contracts between Consultant and any subcontractor relating to this Agreement shall
include the same arbitration clause.
This Agreement replaces all other prior agreements, orally or in writing, relating to the
subject matter contained herein, including any made by other parties such as distributors,
consultants, dealers or resellers. This Agreement can only be modified in writing as
approved by authorized signatories of both parties.
This Agreement is binding upon and shall inure to the benefit of the legal successors and
assigns of the parties.
Decade shall maintain appropriate general liability insurance, workers' compensation
insurance, automobile insurance, and professional liability insurance as set forth in
Exhibit A attached hereto and incorporated by reference.
The person signing this Agreement on behalf of Client warrants that they have read and
understand all the terms and conditions contained herein, are authorized to sign on behalf
of Client, and accept personal responsibility for damages if they are not so authorized.
City of Vernon
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License and Support Agreement Renewal
Decade Software Company, LLC
15.Acceptance of Agreement
Your signature in this section signifies that you have read this agreement and agree to
abide by the stipulations within this agreement.
15.1. City of Vernon
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
ATTEST:
ERIC FRESCH, CITY ADMINISTRATOR
APPROVED AS TO FORM:
JEFF HARRISON, CITY ATTORNEY
15.2. Decade Software Company, LLC.
DECADE REPRESENTATIVE - SIGNATURE DATE AGREED
KEVIN DELANEY
DECADE REPRESENTATIVE - PRINTED NAME
TITLE: Member
DEPARTMENT: Administration
PHONE: (559) 271-2890 Ext. 703
E-MAIL: KevinDelaney@DecadeSofiware.com
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City of Vernon
Revision: 1.0 Revision Date: 05/07/07 initial _,__ initial _ __
License and Support Agreement Renewal
Decade Software Company, LLC
Appendix A Client Volume Levels and
System Applications Used
Client Volume Levels
Client: City of Vernon
Client Address: 4305 Santa Fe Avenue
Vernon, CA 90058
Inspectors and Program Areas Numbers
Number of Employees/Inspectors tracked. 7
Number of Inspectors using Field 6
Inspection Software.
Number of Inspectors using Envision 0
Wireless.
19
Regulated Acitivity
Items
Number of
Records
Items
Number of
Records
Facilities
2100
Hazardous Waste
Treatment
15
Programs
2127
Hazardous Materials
Inventory
600
Complaints
132
Hazardous Waste
Inventory
200
Service Requests
600
Underground Storarge
Tanks
105
Employees
7
Public Water Systems
0
Onsite Septic Systems
0
[Program Type]
0
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 initial - initial _
License and Support Agreement Renewal
Decade Software Company, LLC
0
Applications Licensed for Use by this Agreement
Envision
The applications checked in this section are licensed by this agreement.
Core System, and its Support Code tables, with primary applications consisting of.
® Owner Event Tracking
® Co -Owner ® E-mail Integration
® Facility
® General Health Program
® General Health Permit
® Daily Activity Logging
® Complaint
® Service Request
® Comments
® Self Audit
® Travel Expense Logging
® Violation Logging
® Violation Enforcement Logging
® Involved People
® Certified Professionals
Program Specific Applications, and its Support Code tables, with primary applications
consisting of-
® Hazardous Materials
® Hazardous Waste
® Onsite Septic
® Public Water System
® Recyclable Materials
® Site Remediation
® Underground Storage Tanks
® Underground Storage Tank Owners
® Water Wells
Financials, and its Support Code tables, with primary applications consisting of -
Accounts Receivable Scheduled Invoice Items
® Invoices ® Batch Payment Posting
® Invoice Line Items ® Daily Balances
® Transactions History ® Bar Code Payments
Administration, and its Support Code tables with primary applications consisting of
® Employee
® Employee Training Received
City of Vernon
Revision: 1.0 Revision Date: 05/07/07
® Employee Health and Accident Logging
® Processing Errors
Initial — Initial —
License and Support Agreement Renewal
Decade Software Company, LLC
Envision Connect
Envision Connect software for the Mobile Inspector and its Support Code tables
consisting of-
0 Envision Connect Inspection Workflow for Office use
® Envision Connect Inspection Workflow for Remote use
❑ Event Scheduler Workflow (e.g. Household Hazardous Waste)
Field Inspection System
Field Inspection System (FIS) software and its Support Code tables consisting of:
❑ Client is licensed to deploy a desktop, non -replicated, version of the Field
Inspection System. This does not allow the use of the system on handheld
computers.
® Client is licensed to deploy a remote replicated version of the Field Inspection
System.
Envision Wireless
Envision Wireless
❑ Envision Wireless Software
❑ Envision Wireless Application Server Software
CUPASoft Interface
CUPASoft Interface consisting of the following forms:
® Business Activities
® Onsite Treatment Unit
® Business Identification
® Small Quantity Treatment
® Chemical Description
® Specified Waste Streams
® UST Tank - Page 1
® Conditionally Authorized
® UST Tank - Page 2
® Permit by Rule
® UST Installation
® Conditionally Exempt
Recycle Materials - Page I
® Certification of Financial Assurance
® Recycle Materials - Page 2
® Remote Waste Consolidation
® Onsite Treatment Facility
® Hazard Waste Tank Closure
PA to CUPA Transfer Process (PACT)
No Participating Agencies will be submitting data through PACT
Facility details and financial data that will be transferred via PACT include the
following:
❑ Owner ❑ Hazardous Waste
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 initial ` initial
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License and Support Agreement Renewal
Decade Software Company, LLC
❑ Facility
❑ General Health Program
❑ Hazardous Materials
❑ Underground Storage Tanks
❑ Above Ground Storage Tanks
❑ Site Remediation
Envision Press -Agent
Envision Press -Agent software consisting of
❑ Inspection Results Web Publication
Establishment Search
❑ View List of Regulated Activities
❑ View List of Inspections
❑ View Violations
UDF Editor
User Defined Fields (UDF) tool set consisting of:
® UDF Export/Import Tool
® UDF Editor
Envision Extender
Envision Extender software tool consisting of:
❑ External Database Lookup
❑ Data Maintenance Tool
Batch Payments Import
Batch Payments Import and Payment Processing software consisting of
❑ Payment Records Import Tool
❑ Batch Payments Import Suspense
❑ Batch Payments Processing
❑ Batch Payments Activity Log
❑ Batch Processing Reports
Epitome
Epitome software and its Support Code tables consisting of-
[--] Immunization Tracking
❑ Immunization Scheduler
22
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 Initial— Initial _
License and Support Agreement Renewal
Decade Software Company, LLC
City of Vernon
Revision: 1.0 Revision Date: 05/07/07
23
Initial — Initial —
License and Support Agreement Renewal 24
Decade Software Company, LLC
Appendix B Professional Services
® Appendix B, Professional Services not applicable to this contract — The agency has
requested for assistance to migrate to EnvisionConnect (Project No. 2007-031), and
has budgeted for a set amount.
The items checked in this section are included in this agreement
Decade will provide the following professional services:
❑ Custom Programming of Procedure/Functionality/Feature/Enhancement
❑ Data Conversion Plan
A request for conversion of data requires samples of the Client database or data files
for mapping purposes.
❑ Custom Report
A request for a custom report requires a description of the report content and use.
❑ Training
A request for training requires an overview of what the client wants covered and the
number of attendees, location, etc.
❑ SQL Script
❑ Special Query
It may be necessary, to assure the successful implementation of our professional services,
to create additional documents that provide specific details describing the feature,
enhancement, report development or other service being provided. The additional
documents needed for the successful implementation of this service request are checked
below.
❑ No additional documents needed.
❑ Software Requirements Specifications (SRS)
❑ Conversion Plan
❑ Customized Report Request (CRR)
❑ Training Agenda
The Client will be presented a document checked above by Decade, which is
incorporated into this Agreement by reference herein. This document is a highly detailed
specification based upon the Client requirements document. Both parties must sign the
document. The [document name] constitutes the complete, final, and exclusive expression
of the parties' Professional Services, and it supersedes all proposals and other
communication made between the parties' concerning the Professional Services. The
[document name] cannot be modified except by written Agreement.
The following description represents a high-level and mutual understanding of the
custom programming projects.
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 Initial- initial
License and Support Agreement Renewal
Decade Software Company, LLC
25
[Basic project description and expectation of when project is deemed complete.]
Decade and client agree to communicate plans and issues using the following documents:
❑ Issues Log
As issues arise during implementation, either Decade or the Client can add issues to the
Issues Log. Client agrees, within 30 days of Decade's issue resolution notification, to test,
validate, and convey validation to Decade. Decade considers issues resolved when
validation is not received within 30 days.
❑ Decade will support and maintain software enhancements.
Decade will present the Client with a Notice ofAcceptance upon completion of the
[software implementation]. Client will then have 30 days to return a signed copy of the
Notice ofAcceptance back to Decade. If Client fails to return a Notice ofAcceptance
within 30 days, and unless Client requests a 30 day extension prior to the end of the first
30 days, then acceptance by Client shall be deemed to have occurred.
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 Initial— Initial —
License and Support Agreement Renewal 26
Decade Software Company, LLC
Appendix C Total Fees
The items checked in this section are included in this agreement.
Fee Schedule
Fee Item
Initial Term
Subsequent Term
Fee
Estimated Fee
®
Agreement term — Envision License
$ 9,780.00
$ 9,780.00
®
Agreement term — FIS License
$ 8,750.00
$ 8,750.00
®
Professional Services
$ 3,240.00
$ 0.00
Decade will provide professional services for
Client in accordance with Appendix B,
Professional Services section of this
Agreement.
❑
Web -based Training $100 per hour
$ 0.00
$ 0.00
Web -based training on the Internet. Web -
based training shall not exceed [00] hours
per [session].
❑
Sybase SQL Anywhere
$ 0.00
$ 0.00
Decade will purchase [version and license
description and number].
❑
Crystal Reports
$ 0.00
$ 0.00
Decade will purchase [version and license
description and number].
Consultation and Custom Programming
$ 00.00
$ 0.00
$120 per hour
❑
Shipping and Handling of Sybase, Crystal,
$ 0.00
$ 0.00
[ ... ] Software
❑
Taxes
$ 0.00
$ 0.00
Total
$ 21,770.00
$ 18,530.00
City of Vernon
Revision: 1.0 Revision Date: 05/07107 ininal- initial -
License and Support Agreement Renewal
Decade Software Company, LLC
Appendix D Payment Schedule
License and Support Fees for Current Term
License and Support fees will be invoiced annually by Decade.
License and Support Fees for Successive One Year Terms
License and Support Fees will be invoiced annually by Decade.
Professional Services
Client has allocated a not to exceed amount in Appendix C. In the event Custom
Programming is needed during the Agreement term Decade will invoice as follows:
Payment Amount/ Milestone
Percentage
50 Percent Approval of Project Specification
50 Percent Acceptance of work
Onsite Training
Payment Amount/ Milestone
Percentage
100 Percent At completion of each training event
27
Web Based Training
Payment Amount( Milestone
Percentage
100 Percent At completion of each training event. Decade will invoice once
a month, of the beginning of the month, for all web based
training received during the prior month.
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 InWai — inWai
License and Support Agreement Renewal 28
Decade Software Company, LLC
Appendix E Insurance Schedule
INSURANCE SCHEDULE (CONSULTANT)
Consultant 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):
1. Coveraee 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 em�lojer
lI. Liability
General Liability $2,000,000 $4,000,000 $2,000,000
Excess/Umbrella $2,000,000 $2,000,000 $2,000,000
Professional Liability 12,000,000 $2,000,000 $2,000,000
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 professional insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
City of Vernon
Revision: 1.0 Revision Date: 05/07/07 initial — initial
SUPPORTING
DOCUMENTS
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
June 26, 2007
Decade Software Company, LLC
Attn: Sandra Arambula, Marketing Representative
4201 W. Shaw Avenue, #102
Fresno, CA 93722
RE: License and Support Agreement Renewal #1091-2007
The insurance requirements have been met. Enclosed are two original
agreements as referenced above, for proper execution.
Please ensure that one fully executed original agreement is returned
to the attention of the undersigned.
If you have any questions, please contact Lewis Pozzebon at (323) 583-
8811 extension 229. Thank you.
incerely,
Nelly Giron
City Clerk
Enclosures
NG:dr
c: Lewis Pozzebon
Dolores Jaunzemis
Resolution No. 9335
Agreement File No. 07-059
E Ccfusivefy Industrid
RISK MANAGEMENT OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: June 11, 2007
TO: Nelly Giron
City Clerk
FROM: Willard G. Yamaguchi /
Chief Deputy City Attorney/Risk Manager
RE: Decade Software Company, LLC
Please be advised that the above referenced has provided
acceptable insurance coverage.
This concerns Resolution No. 9335, Agreement File No. 07-059.
WY/kr
cc: Lewis Pozzebon
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: July 2, 2007
TO: Lewis Pozzebon, Director of Environmental Health
FROM: Nelly Giron, City Clerk
RE: Resolution No. 9335 - A Resolution of the City Council
of the City of Vernon Approving and Authorizing the
Execution of a City of Vernon License and Support
Agreement Renewal by and Between the City of Vernon
and Decade Software Company, LLC for Environmental
Health Software and Services
Transmitted herewith is a copy of Resolution No. 9335,
referenced above, which was approved by City Council on June 5,
2007, along with a copy of the fully executed agreement.
Thank you.
NG:dr
c: Dolores Jaunzemis
Resolution No. 9335
Agreement 07-059
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June 7, 2,
Ms. Sandra
Marketing R, _ ��rCative
Decade Softwcrr' Company, LLC
4201 W. Shaw Avenue, #102
Fresno, CA 93722
Re: License and Software Support Services Agreement
Dear Ms. Arambula
2n accordance with Appendix "E" of said agreement, you are to furnish
the City with proof of insurance as set forth.
Please submit your insurance documents to Willard Yamaguchi, Risk
Manager, for review and approval. Upon approval of said
documentation, this office will forward to you a fully executed
duplicate original agreement.
Tf you have any questions regarding this matter, please contact Mr.
Willard Yamaguchi at 323/583-8811 ext. 175.
Ve y truly yours,
Nelly Giron
City Clerk
NG:dr
c: Willard Yamaguchi
Lewis Pozzebon
Karina Rueda
Resolution No. 9335
Agreement File No_ 07-059
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