Resolution No. 96552
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RESOLUTION NO: 9655
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,
2004 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, on June 5, 2007, the City Council of the City of
Vernon adopted Resolution No. 9335 approving the renewal of the
Agreement for the period July 1, 2007 through June 30, 2008; and
WHEREAS, the Agreement provides for automatic renewal for
successive one (1) year terms on July 15t of each year with the same
conditions in effect on June 3Oth of the preceding term; and
WHEREAS, Decade has submitted a new City of Vernon License
and Support Agreement Renewal, Agreement Number 1091-2008 (the "Renewal
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Agreement"), for the period July 1, 2008 through June 30, 2009; and
WHEREAS, by memo dated June 19, 2008, the Director of Health
& Environmental Control has recommended the approval of the Renewal
JjAgreement; 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 1091-2008 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
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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 an executed Agreement
to.
Decade Software Company, LLC
Attn. Kevin Delaney, Managing Member
4201 W. Shaw Avenue, Suite 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 7th day of July, 2008.
ATTEST:
xz��
MANUELA GIRON, ity Clerk
G;•
Name: Leonis-C. Malburg
Title: Mayor /
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'STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9655, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, July 7, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
MANUELA GIR , Aity Clerk
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EXHIBIT A
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DECADE
! 0! T W A R 1
COM PAN Y. LLt
Decade Software Company, LLC
City of Vernon
Health & Environmental Control Department
License and Support Agreement
Agreement Number 1091-2008
Revision 2.1
06/06/08
Signed contract must be returned, to Decade by Client, within 30 days of receipt. In the event signed
contract is not received by Decade within 30 days of Client receipt, prices and terms contained herein
are subject to increase.
Contents
1. Definitions.......................................................................................................................................................................................2
2. License............................................................................................................................................................................................2
3. Ownership.......................................................................................................................................................................................
3
4. Prices, Adjustments, and Taxes.....................................................................................................................................................4
5. Support Services.............................................................................................................................................................................5
6. Items Not Covered by this License and Support Fee.....................................................................................................................6
7. Warranty and Limitation of Decade's Liability.................................................................................................................................7
8. Binding Dispute Resolution.............................................................................................................................................................8
9. Client Responsibilities.....................................................................................................................................................................9
10. Version and Module Upgrades...............................................................................................................................................9
11. Early Termination....................................................................................................................................................................9
12. Actions Upon Termination....................................................................................................................................................10
13. Decade Staff.........................................................................................................................................................................10
14. Access to Client Systems.....................................................................................................................................................10
15. Notice....................................................................................................................................................................................10
16. General.................................................................................................................................................................................11
17. Acceptance of Agreement....................................................................................................................................................12
Appendix A. Volumes, Prices, and Payment Schedule for License Fees.................................................................................13
AppendixB. Dates and Term....................................................................................................................................................15
AppendixC. Migration Services................................................................................................................................................16
Appendix D. Professional Services Rates.................................................................................................................................17
AppendixE. Third Party Software.............................................................................................................................................18
----- License and Support Agreement
Decade Software Company, LLC
LICENSE AND SUPPORT AGREEMENT
THIS AGREEMENT made this day of
BETWEEN:
DECADE SOFTWARE COMPANY, LLC. ("Decade") with principal place of business at 4201 West
Shaw Avenue, Suite #102, Fresno, California 93722, and the City of Vernon (hereinafter "Client) with
principal place of business at 4305 Santa Fe Avenue, Vernon, CA 90058.
WHEREAS Decade is the developer and owner of a certain set of software products marketing using the
trade name Envision/EnvisionConnect;
AND WHEREAS Client desires to obtain from Decade a non-exclusive license to use Decade's Licensed
Programs and services;
NOW THEREFORE this Agreement witnesses that for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual promises herein, the parties agree as
follows:
Appendixes
The following appendices are attached to form part of this Agreement:
Appendix Description
Appendix A Volumes, Prices, and Payment Schedule for License Fees
Appendix B Dates and Term
Appendix C Migration Services
Appendix D Professional Services Rates
Appendix E Third Party Software
In the event of a conflict between the main body of the Agreement and an Appendix to the Agreement,
the terms of the Appendix shall prevail.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement
Decade Software Company, LLC
1. Definitions
1.1. Agreement. The agreement set forth in this document
1.2. Licensed Materials. The term "Licensed Materials" shall mean computer programs, in object form,
and all related documentation and materials provided to Client under the terms of this Agreement.
Licensed Materials shall not include Source Code.
1.3. Licensed Programs. The term "Licensed Programs" shall mean the object code version of the
software, as well as all updates, enhancements and releases. Licensed Programs are a sub -set of the
Licensed Materials.
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1.4. Source Code. The term "Source Code" shall mean a full source language statement of the programs
owned by Decade used to prepare the Licensed Programs, including any updates, enhancements, revisions
and modifications thereto that are provided to Client under this Agreement. Source Code shall not include
any source language statements for any portion of the Licensed Programs owned by or sublicensed from
third parties.
1.5. Effective Date. The term 'Effective Date" shall mean a specific mutually agreed upon date as
defined in Appendix B, Dates and Term.
1.6. Anniversary Date. The term "Anniversary Date" shall mean a specific mutually agreed upon date as
defined in Appendix B, Dates and Term.
1.7. Version. The term "Version" shall mean an issue of Licensed Programs, which has been made
available to the Client.
1.8. Professional Service Request (PSR). The term "PSR" shall mean the document and process required
to authorize professional services which are outside of those agreed to in Appendix C, Statement of Work.
1.9. EnvisionConnect. The term EnvisionConnect shall mean the trade name for the Licensed Programs
provided under this Agreement as described in Appendix A.
1.10. Inspector. The term "Inspector" shall mean a Client staff member whose job function requires fifty
percent (50%) or more time is spent conducting field activities such as inspections or investigations.
2. License
2.1. Decade hereby grants to Client, and Client hereby accepts from Decade, subject to the terms and
conditions of this Agreement, a non-exclusive, non -transferable license ("License") to use the Licensed
Materials solely for its own use. The License shall be restricted for use with one (1) production server
database with a single set of master code tables.
2.2. The License also authorizes Client to maintain aback up copy of the Licensed Programs for use
with databases for back up and testing purposes only. 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
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
- - -License and Support Agreement
Decade Software Company, LLC
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 Licensed Programs for any other
purpose.
2.3. Client may not assign, sublicense or otherwise transfer, in whole or in part, the License, this
Agreement or any of its rights or obligations hereunder, whether voluntarily, by operation of law or
otherwise, without the prior written consent of Decade.
2.4. Client agrees to not allow access to the Licensed Programs to any third party without written
permission from Decade.
3. Ownership
3.1. Decade is the lawful owner of all proprietary rights whatsoever in the Licensed Materials including
any changes, additions, and enhancements in the form of new or partial programs or documentation, but
not as to limit the generality thereof, all copyright interests in the Licensed Materials. All copies of the
Licensed Materials provided to, or reproduced by, the Client pursuant to this Agreement are, and remain
the property of Decade. No rights in the Licensed Materials are granted to anyone other than those set
forth in this Agreement. The Client shall use its commercially reasonable best efforts to prevent any
violations of the Decade's property rights in the Licensed Materials and shall, under no circumstances,
sell, lease, sublease, sublicense, assign, barter, or otherwise transfer the Licensed Materials or use the
Licensed Materials for the processing of data for others, except as provided herein.
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3.2. The Client shall have no right to modify, enhance or otherwise change the Licensed Materials in any
way without the prior written consent of the Decade, however the Client shall be entitled to merge the
Licensed Materials into other materials to form a system, provided that upon termination of the License
granted by this Agreement, the Licensed Materials will be completely removed from the system and
treated as though permission to merge had never been granted. Use of the Licensed Materials in a system
shall remain subject to all other terms of this Agreement.
3.3. The Licensed Materials and all other data or materials supplied by Decade to Client are confidential
and proprietary to Decade, protected by law and of substantial value to Decade, and their use and
disclosure must be carefully and continuously controlled;
3.4. The Licensed Materials and the Source Code are protected by the Copyright Laws of the United
States.
3.5. All logos, trademarks and trade names of Decade are proprietary to Decade and may only be used as
authorized in writing by Decade.
3.6. Client shall keep all property of Decade free and clear of all claims, liens and encumbrances.
3.7. Client shall notify Decade immediately of the unauthorized possession, use or knowledge of any
item supplied to Client pursuant of this Agreement.
3.8. In the event Client breaches or attempts to breach any of the provisions of this Section 3, Decade
shall have the right, in addition to such other remedies which may be available to it, to injunctive relief
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement
Decade Software Company, LLC
enjoining such breach or attempt to breach, it being acknowledged that legal remedies are inadequate. The
provisions of this Section 3 shall survive termination of this Agreement.
4. Prices, Adjustments, and Taxes
4.1. Prices for license fees and professional services are contained in Appendixes A and C.
4.2. Client agrees to pay for additional Inspectors as they are added at Decade's then prevailing license
and maintenance fees.
4.3. After the initial term and for successive terms thereafter, Decade will notify Client at least sixty (60)
days prior to the end of the then current term of Decade's intent to increase prices for the successive term.
4.4. 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 Licensed Programs in California, and receives the Licensed Programs on tangible
personal property (for example floppy disks, magnetic tape, Zip disk, CD-ROM, or any other medium by
which the Licensed Programs are 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
Licensed Programs are 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 Licensed Programs, are not.
If Client is using the Licensed Programs in a state other than California then Client is responsible for
knowing the sales and use tax rules of that state.
4.5. Decade will assess and Client agrees to pay a late charge of 1 '/z % per month, or the highest amount
allowed by law, for each month a payment is 30 days past due.
4.6. Decade reserves the right to withhold services for non-payment of fees.
4.7. Section 6 lists products and services that are not included in the license and support fee. Fees for
Client's use of these items are due and payable when invoiced.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement
Decade Software Company, LLC
5. Support Services
The following services are included in the license and support fees:
5.1. Telephone Support Decade provides telephone support via a toll free number for Client's
usability questions and/or problem resolution. Support is provided during
Decade's regular business hours (8:00 A.M. to 5:00 P.M., Pacific Time,
Monday through Friday, with Federal and State holidays excluded.)
Issues can be reported 24-hours a day by RTI WebFirst, e-mail, fax or
telephone. Decade supports both the applications developed in-house and
the database backend on which these applications run.
5.2. Web -based Support All clients have 24-hour access to our Web resources. This includes all
system documentation, EnvisionConnect upgrade files, and monthly "Did
You Know?" newsletter of system workflows tips. Web resources.allow
clients to search Decade's Knowledge Base of known EnvisionConnect
issues and suggestions and instantly send issues to Decade technical
support staff via an online support form.
5.3. Licensed Programs Decade will provide Licensed Programs maintenance, which includes
Maintenance defect fixes, and any other required modifications to keep the Licensed
Programs in conformance with the specifications contained in the then
current Decade Licensed Materials. Decade will amend the specifications
only to remove documentation errors, provide consistency of
interpretation or describe improvements to the Licensed Programs.
Decade will correct any error or malfunction in the Licensed Programs
that prevents them from operating in conformance with the then current
Licensed Materials, or Decade will provide a commercially reasonable
alternative that will conform to the then current Licensed Materials.
If Client's system is inoperable due to a reproducible error or
malfunction, and Client is using the current release of the Licensed
Programs, Decade will provide continuous effort to correct the error or
malfunction.
5.4. User Group Meetings User group meetings occur on a frequency determined by the user
community. These meetings allow users to share ideas, workflows, etc.
Client may send representatives to any user group meeting conducted by
Decade clients.
5.5. Refresher Training There will be no charge for refresher training conducted at 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 Licensed Programs or Client staff that
have not been trained before, which are billable services.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement
Decade Software Company, LLC
5.6. List Server Decade's clients use a list server to share information. Workflows for the
Licensed Programs, environmental regulation workflows, user -
customized reports, and general questions and answers are available.
5.7. Decade Exchange Decade Exchange is a Web -based file exchange solution that provides a
secure area where clients can share files. Clients have the freedom to
upload/download useful reports, scripts, and other files at times most
convenient to them.
Clients have a searchable archive of environmental regulation workflows,
Licensed Programs 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.
5.8. Client Relationship RTI CustomerFirst is a Client Relationship Management (CRM) software
Management application that enables Decade to manage every aspect of our
relationship with the client. Client information acquired from sales,
marketing, client service, and support is captured and stored in a
centralized database to improve client satisfaction. Decade will not
release any Client information without prior authorization from the
Client.
5.9. Decade has the right to eliminate, add to, or modify these services.
6. Items Not Covered by this License and Support
Fee
11
6.1. The following services will be provided on a fee basis. Appendix A contains prices for license fees,
and all services included in Appendix C Statement of Work that are agreed upon as a condition of this
Agreement. Services not specifically included in Appendix C can be obtained from Decade after
completion and approval of a Professional Service Request (PSR) at the rates identified in Appendix D.
6.2. Support Initiated Decade's normal working hours are 8:00 A.M. to 5:00 P.M., Pacific Time,
Outside Normal Monday through Friday, with Federal and State holidays excluded. If
Working Hours Client requires or initiates service outside these hours, Client will pay for
such support at Decade's prevailing rates.
6.3. Data Conversion
6.4. Data Correction or Unless caused by Decade's negligence while working on Client's system.
Restoration
6.5. Custom Programming
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement 7
Decade Software Company, LLC
6.6. Software
Implementation
6.7. Initial and New Staff
Training
6.8. Client will reimburse Decade for out-of-pocket costs expended on Client's behalf, unless such costs
are caused by Decade's negligence. These can include travel and per diem, parts and supplies, media and
reproduction, and long distance calls initiated from Decade to Client's system. Decade will obtain
Client's prior approval before expending more than $100.00 per incident.
7. Warranty and Limitation of Decade's Liability
7.1. Decade warrants that the media used to deliver the Licensed Materials to Client is free from
mechanical or recording defects, and if such defects are found, Decade will immediately replace the
defective media.
7.2. Decade warrants that it is the owner of the Licensed Materials and that it has the right to grant the
License granted hereunder. Decade agrees to defend Client against, and pay the amount of any adverse
final judgment (or settlement to which Decade consents) resulting from third party claim(s) (hereinafter
"Indemnified Claims") that the Licensed Materials infringe any copyright or patent; provided Decade is
notified promptly in writing of the Indemnified Claims and has sole control over its defense or settlement,
and Client provides reasonable assistance in defense of same.
7.3. Decade warrants that the Licensed Programs will perform substantially in accordance with its then -
current Licensed Materials, at no additional cost to Client, provided that: (a) the Licensed Programs have
not been modified, changed or altered by anyone other than Decade or as authorized by Decade in
writing; (b) Client is operating the then -current version of the Licensed Programs; (c) Client's computer
system is in good operating order and is installed in a suitable operating environment; (d) Client's
computer system configuration used in the operation of the Licensed Programs meets Decade's approved
specifications as contained in the Statement of Work, Appendix C; (e) the error or defect is not caused by
Client or its agents, employees or contractors; (f) Client promptly notifies Decade of the error or defect
when it is discovered; (g) all fees then due to Decade have been paid; and (h) Client is not otherwise in
breach of its obligations under this Agreement. In such event, Decade shall use its commercially
reasonable efforts to cause the Licensed Programs to perform substantially in accordance with its then -
current Licensed Materials as soon as reasonably practicable under the circumstances.
7.4. If Client notifies Decade of such error or defect and, after investigation by Decade, Decade
determines that such error or defect occurred as a result of Client not being in compliance with one or
more of the reasons listed in Section 7.3 above, then Client shall reimburse Decade at Decade's then
prevailing rates for all costs incurred in investigating such error or defect.
7.5. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED
PROGRAMS, THE LICENSED MATERIALS OR ANY UPDATES, ENHANCEMENTS OR
RELEASES THERETO, OR ANY OTHER SERVICES OR GOODS PROVIDED BY DECADE TO
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement 8
Decade Software Company, LLC
CLIENT IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
CLIENT'S SOLE AND EXCLUSIVE REMEDIES AND DECADE'S ONLY OBLIGATIONS UNDER
THE WARRANTY SET FORTH ABOVE AND THIS AGREEMENT IS TO CAUSE THE LICENSED
PROGRAMS TO OPERATE SUBSTANTIALLY IN ACCORDANCE WITH DECADE'S THEN -
CURRENT LICENSED MATERIALS OR TO CORRECT THE THEN -CURRENT LICENSED
MATERIALS.
7.6. DECADE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED
PROGRAMS SHALL MEET CLIENT'S REQUIREMENTS OR SHALL OPERATE IN
COMBINATION WITH OTHER SOFTWARE OR SYSTEMS WHICH CLIENT SELECTS FOR USE,
OR THAT THE OPERATION OF THE LICENSED PROGRAMS SHALL BE UNINTERRUPTED OR
ERROR FREE, OR THAT ALL ERRORS AND DEFECTS HAVE BEEN IDENTIFIED AND
CORRECTED BY DECADE.
7.7. DECADE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
SUFFERED OR INCURRED BY CLIENT AS A CONSEQUENCE OF THE USE OR
PERFORMANCE OF THE LICENSED PROGRAMS OR OTHERWISE, EVEN IF DECADE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, UNDER NO
CIRCUMSTANCES SHALL DECADE BE LIABLE FOR ANY LOSS, COST, EXPENSE OR
DAMAGE TO CLIENT IN AN AMOUNT EXCEEDING THE SUM OF THE INITIAL LICENSE FEE
ACTUALLY PAID BY CLIENT TO DECADE UNDER THIS AGREEMENT, WHETHER ARISING
AS A RESULT OF: (A) ANY BREACH OF THIS AGREEMENT BY DECADE; (B) ANY ACT OR
FAILURE TO ACT OF DECADE; OR (C) ANY CLAIM MADE AGAINST CLIENT BY ANY
OTHER PARTY, EVEN IF DECADE HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL
CLAIM. CLIENT AGREES THAT IT SHALL NOT ASSERT ANY CLAIMS AGAINST DECADE
BASED ON ANY THEORY OF STRICT LIABILITY.
8. Binding Dispute Resolution
The parties shall use reasonable efforts to amicably settle all disputes, controversies, or differences, which
may arise between them ("Dispute"). If no resolution is reached, the parties shall submit the Dispute to a
mutually acceptable mediator, initiated by written demand of one party served on the other, and if the
mediator determines that the Dispute cannot be resolved by mediation, then the Controversy shall be
submitted to binding arbitration in accordance with the rules and regulations of the American Arbitration
Association. Arbitration shall take place in Fresno, California. The arbitration award shall be supported
by written conclusions of law and fact. Punitive damages shall not be permitted under any circumstances.
The existence of the dispute, the dispute resolution process and the arbitrators' award shall be maintained
confidential, provided that the arbitrators' award may be entered as a final judgment in any court in
Fresno County, California having jurisdiction. The provisions of this Section 8 shall not apply to those
instances in which either party is entitled to seek injunctive relief pursuant to the terms of this Agreement
and desires to do so.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement 9
Decade Software Company, LLC
9. Client Responsibilities
Client is responsible for the following:
9.1. Timely payment of Decade invoices.
9.2. Provision of appropriate operating environment for Client's computer system, Client employees,
and Decade staff when at Client location.
9.3. Provision of knowledgeable, competent operators with an understanding of Client's operations.
9.4. Scheduled training to properly prepare Client's staff to use Licensed Programs.
9.5. Backing up files and Licensed Programs daily, or whenever they change, and keeping them in a
secure place.
9.6. Notifying Decade of a problem as soon it appears.
9.7. Management of Client data entered and accessed through the Licensed Programs. This includes
adding, deleting, updating and maintaining all Client data.
10. Version and Module Upgrades
10.1. Decade will periodically make Licensed Programs upgrades and enhancements available to Client.
Decade will provide the necessary instructions and software tools so Client can install the upgrades and
modifications.
10.2. Client will maintain its system at the current release level of the Licensed Programs. Ninety (90)
days after the release of a new Licensed Programs Version, Decade will not be obligated to maintain prior
Versions. Decade will have the sole discretion to decide if new Licensed Programs are a no charge
upgrade, a no charge enhancement, or a billable offering. Billable offerings are optional, and Client will
not be required to purchase them to maintain the current release level.
11. Early Termination
11.1. Either party may terminate this Agreement for a material breach of this Agreement, provided that
the party in default has not cured or corrected such breach within thirty (30) days of receiving notice of
such breach from the non -breaching party. Such termination may be in addition to any other rights and
remedies the terminating party may have at law or in equity.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support _Agreement 10
Decade Software Company, LLC
12. Actions Upon Termination
12.1. Client will cease using Licensed Materials immediately upon termination.
12.2. Within thirty (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 Licensed Materials have been
returned to Decade or destroyed by Client.
12.3. Client will pay all amounts due Decade.
13. Decade Staff
13.1. Client shall not attempt to hire any current or former Decade staff member without prior written
consent from Decade.
14. Access to Client Systems
14.1. Client agrees to install such telephone lines, communications software, and communications
equipment necessary to allow remote access to Client's computer system. This access will be used to
provide technical support and problem resolution. Client shall install its own security measures to prevent
unauthorized access. Client shall be responsible for all expenses associated with obtaining and installing
such telephone lines and communication equipment. Decade shall provide Client with the appropriate
communication software at no additional cost. In the event Decade has to access Client's system remotely,
Client shall reimburse Decade for the cost of'the telephone call.
15. Notice
15.1. Any notice, request, demand, consent, or other communications provided or permitted hereunder
shall be in writing and given by personal delivery, transmitted by facsimile, or sent by ordinary mail,
postage paid, addressed to the party for which it is intended at its address as follows:
For Decade:
Attention: Kevin Delaney
4201 West Shaw Avenue Suite, 102
Fresno, CA 93722
Phone: 800-233-9847 ext 703
Fax: 559-271-2892
E-mail: kevindelana@decadesoftware.com
For Client:
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement
Decade Software Company, LLC
Lewis Pozzebon
Director
4305 Santa Fe Avenue
Vernon, CA, 90058
Phone: (323) 583-8811 x229
Fax: (323) 588-4320
E-mail: lozzebon@ci.vernon.ca.us
16. General
11
16.1. 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.
16.2. 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.
16.3. This Agreement shall be governed by California law, and the court of competent jurisdiction shall
be in Fresno, California.
16.4. 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.
16.5. 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.
16.6. This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of
the parties.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial initial
License and Support Agreement 12
Decade Software Company, LLC
17. Acceptance of Agreement
Decade and Client have caused this Agreement to be executed by their duly authorized representatives on
the respective dates entered below:
City of Vernon
By:
LEONIS C. MALBURG, Mayor
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
JEFF HARRISON, CITY ATTORNEY
The person signing this Agreement on behalf of the Client warrants that they have read and understand all
the terms and conditions contained herein, are authorized to sign on behalf of the Client and accept
personal responsibility for damages if they are not so authorized.
Decade Software Company, LLC
Kevin Delaney, Managing Member Date Agreed
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement
Decade Software Company, LLC
Appendix A. Volumes, Prices, and Payment Schedule
for License Fees
A.1 Number of Inspectors
Inspectors and Program Areas Numbers
Number of Inspectors 7
Number of Inspectors Using FIS/EnvisionConnect 6
Remote
A.2 Licensed Programs
EnvisionConnect —Licensed Programs Included in this Agreement:
® Envision/EnvisionConnect
® FIS/EnvisionConnect Remote Use
❑ EnvisionConnect Portal
❑ Extender
❑ Batch Payments Import Tool (BPI)
❑ PA to CUPA Transfer Process (PACT)
❑ Epitome
❑ Mobile Vector Control Management
A.3 EnvisionConnect Prices
A.3.1 Prices
Ck Annual License and Supaort Fees Annual Cost
® Envision/EnvisionConnect $10,269.00
® FIS/EnvisionConnect Remote Use $9,187.50
❑ EnvisionConnect Portal — Public Access
❑ Extender
❑ Batch Payments Import (BPI)
❑ Mobile Vector Control Management
❑ Press Agent
Subtotal $19,456.50
Ck ASP Hosting Services
El ASP Flat Fee per Agency $
❑ ASP Per Inspector Fee $
Subtotal
City of Vernon Health & Environmental Control Department
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license and Support Agreement
Decade Software Company, LLC
Total Recurring Fees $19,456.50
14
The following Professional Services Fees cover all services outlined in Appendix C, Statement of Work.
Ck
One Time Professional Service Fees
Amount
❑
Needs Analysis and Configuration
$0.00
❑
Training Package
$0.00
❑
Data Conversion from Legacy System(s)
$0.00
❑
Report Development
$0.00
❑
Public User Portal Set Up
$0.00
❑
Interface Design
$0.00
❑
Project Travel
$0.00
®
Professional Services — Project #2007-031 Silver Migration
$3,240.00
Total Professional Service Fees
$3,240.00
A.4 Payment Frequency
Annual License and Support Fees will be paid on the following schedule:
Ck
Payment Frequency
®
Annually
❑
Quarterly
❑
Monthly
A.5 Client Taxes
Tax Rate
Exempt Exemption Number
El
A.6 Client Contact for Billing Issues
Client Contact Person for Billing Issues
Lewis Pozzebon
Director
4305 Santa Fe Avenue
Vernon, CA, 90058
Phone: (323) 583-8811 x229
Fax: (323)588-4320
E-mail: lozzebon@ci.vemon.ca.us
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement
Decade Software Company, LLC
Appendix B. Dates and Term
This Agreement shall become effective as specified below ("Effective Date") or when Decade provides
the Licensed Programs or services hereunder, whichever is earlier.
The month and day of the Effective Date shall determine the anniversary date (hereinafter "Anniversary
Date").
This Agreement shall have a term of one year, 07/01/08 to 06/30/09.
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 sixty (60) days prior written notice.
Milestone Summary
Milestone Date
Effective Date: 07/01/08
Agreement Term Begins 07/01/08
Agreement Term Ends 06/30/09
Implementation Start Date: N/A
j
15
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 initial — initial _
License and Support Agreement 16
Decade Software Company, LLC
Appendix C. Migration Services
Decade will provide the EnvisionConnect Upgrade package checked below:
❑ GOLD PACKAGE
Decade will assist Client with the following migration tasks:
• Project Analysis
• Upgrade Client Envision Database to Latest Version 3.4 (if applicable)
• Migration in Test Environment Migrate Data From Sybase to MS SQL (if applicable)
• Perform SQL Scripting and/or Report Writing
• Migration in Production Environment
• Define Security Levels in EnvisionConnect
• Customize Page Layouts in EnvisionConnect
• System Testing
Decade will deliver the following training:
■ Two (2) Days of Onsite Training
■ 16 Hours of Web -based Training
■ Free Bi-weekly Web -based Training Sessions
Decade staff will provide two (2) days of onsite support during system go -live.
® SILVER PACKAGE
Decade will assist Client with the following migration tasks:
• Project Analysis
• Upgrade Client Envision Database to Latest Version 3.4 (if applicable)
• Migration in Test Environment
• Migrate Data From Sybase to MS SQL (if applicable)
• Perform SQL Scripting and/or Report Writing
• Migration in Production Environment
• Define Security Levels in EnvisionConnect
• Customize Page Layouts in EnvisionConnect
• System Testing
Decade will deliver the following training:
■ 16 Hours of Web -based Training
■ Free Bi-weekly Web -based Training Sessions
Decade staff will provide remote phone support during system go -live.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
License and Support Agreement
Decade Software Company, LLC
Appendix D. Professional Services Rates
Any services requested outside of those agreed to in Appendix C, Statement of Work, will require
authorization through a Professional Service Requests (PSR) signed by both parties.
The following rates will apply for the listed professional services.
Item
Professional Services
• Custom Programming
• Consultation
• Report Development
Training
• Training at Client Facility
• Training at Decade Facility
• Training Online Using WebEx
Support
• Phone Support Outside Normal
Service Hours
• Third Party Support
Rate Per Unit
$126.00 Hour
$126.00 Hour
$126.00 Hour
$1,470.00 Day
$1,470.00 Day
$105.00 Hour
$189.00 Hour
$126.00 Hour
Travel Expenses
• Travel Per Diem $294.00 Day
• Airfare $525.00 Flight
These prices may be increased annually on the Anniversary Date, upon at least sixty (60) days prior
notice to client.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
17
License and Support Agreement
Decade Software Company, LLC
Appendix E. Third Party Software
Business Objects Crystal Reports
Crystal Reports is a database report designer and viewer. owned by Business Objects. Decade utilizes
Crystal Reports to design "canned" and custom reports that are later distributed with the Licensed
Materials. The Licensed Materials includes a server -side report generation component. This is allowed
under section 4.2.5 of the Crystal Reports Standard, Professional, and Developer License Agreement.
Use of the server -side report generation component within the Licensed Materials is subject to the
following terms.
17.1. Client agrees not to modify, disassemble, decompile, translate, adapt or reverse -engineer the
Runtime Product or the report file (.RPT) format;
17.2. Client agrees not to distribute the Runtime Product to any third party;
17.3. Client agrees not to use the Runtime Product to create for distribution a product that is generally
competitive with Business Objects product offerings;
17.4. Client agrees not to use the Runtime Product to create for distribution a product that converts the
report file (.RPT) format to an alternative report file format used by any general-purpose report writing,
data analysis or report delivery product that is not the property of Business Objects;
18
17.5. Client agrees not to use the Runtime Product on a rental or timesharing basis or to operate a service
bureau facility for the benefit of third -parties;
17.6. BUSINESS OBJECTS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY
RIGHTS. BUSINESS OBJECTS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY
WHATSOEVER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
COVER OR OTHER DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION
WITH THE SOFTWARE.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Initial
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
July 29, 2008
Kevin Delaney, Managing Member
Decade Software Company, LLC
4201 W. Shaw Avenue, Suite 102
Fresno, CA 93722
Re: Software License and Support Agreement Renewal
Dear Mr. Delaney:
Transmitted herewith is a copy of the fully executed agreement, as
referenced above, approved by City Council on July 7, 2008, through
Resolution No. 9655.
If you have any questions regarding this matter, please call Mr. Lewis
Pozzebon, at (323) 583-8811 ext. 229.
ery truly yours,
Ne1ly G' n
City Clerk
NG:dr
c: Lewis Pozzebon
Purchasing Department
Resolution No. 9655
Agreement File No. 08-062
E-�cfusivefy Industriaf
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GOMPARY, LL!
Decade Software Company, LLC
City of Vernon
Health & Environmental Control Department
License and Support Agreement
Agreement Number 1091-2008
Revision 2.1
06/06/08
Signed contract must be returned, to Decade by Client, within 30 days of receipt. In the event signed
contract is not received by Decade within 30 days of Client receipt, prices and terms contained herein
are subject to increase.
Contents
License and Support Agreement
Decade Software Company, LLC
LICENSE AND SUPPORT AGREEMENT
THIS AGREEMENT made this day of
BETWEEN:
DECADE SOFTWARE COMPANY, LLC. ("Decade") with principal place of business at 4201 West
Shaw Avenue, Suite #102, Fresno, California 93722, and the City of Vernon (hereinafter "Client) with
principal place of business at 4305 Santa Fe Avenue, Vernon, CA 90058.
WHEREAS Decade is the developer and owner of a certain set of software products marketing using the
trade name Envision/EnvisionConnect;
AND WHEREAS Client desires to obtain from Decade a non-exclusive license to use Decade's Licensed
Programs and services;
NOW THEREFORE this Agreement witnesses that for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual promises herein, the parties agree as
follows:
Appendixes
The following appendices are attached to form part of this Agreement:
Appendix Description
Appendix A Volumes, Prices, and Payment Schedule for License Fees
Appendix B Dates and Term
Appendix C Migration Services
Appendix D Professional Services Rates
Appendix E Third Party Software
In the event of a conflict between the main body of the Agreement and an Appendix to the Agreement,
the terms of the Appendix shall prevail.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial' Initial
License and Support Agreement
Decade Software Company, LLC
1. Definitions
I.I. Agreement. The agreement set forth in this document
1.2. Licensed Materials. The term "Licensed Materials" shall mean computer programs, in object form,
and all related documentation and materials provided to Client under the terms of this Agreement.
Licensed Materials shall not include Source Code.
1.3. Licensed Programs. The term "Licensed Programs" shall mean the object code version of the
software, as well as all updates, enhancements and releases. Licensed Programs are a sub -set of the
Licensed Materials.
1.4. Source Code. The term "Source Code" shall mean a full source language statement of the programs
owned by Decade used to prepare the Licensed Programs; including any updates, enhancements, revisions
and modifications thereto that are provided to Client under this Agreement. Source Code shall not include
any source language statements for any portion of the Licensed Programs owned by or sublicensed from
third parties.
1.5. Effective Date. The term 'Effective Date" shall mean a specific mutually agreed upon date as
defined in Appendix B, Dates and Term.
1.6. Anniversary Date. The term "Anniversary Date" shall mean a specific mutually agreed upon date as
defined in Appendix B, Dates and Term.
1.7. Version. The term "Version" shall mean an issue of Licensed Programs, which has been made
available to the Client.
1.8. Professional Service Request (PSR). The term "PSR" shall mean the document and process required
to authorize professional services which are outside of those agreed to in Appendix C, Statement of Work.
1.9. EnvisionConnect. The term EnvisionConnect shall mean the trade name for the Licensed Programs
provided under this Agreement as described in Appendix A.
1.10. Inspector. The term "Inspector" shall mean a Client staff member whose job function requires fifty
percent (50%) or more time is spent conducting field activities such as inspections or investigations.
2. License
2.1. Decade hereby grants to Client, and Client hereby accepts from Decade, subject to the terms and
conditions of this Agreement, a non-exclusive, non -transferable license ("License") to use the Licensed
Materials solely for its own use. The License shall be restricted for use with one (1) production server
database with a single set of master code tables.
2.2. The License also authorizes Client to maintain a back up copy of the Licensed Programs for use
with databases for back up and testing purposes only. 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
City of Vernon Health & Environmental Control Department
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License and Support Agreement
Decade Software Company, LLC
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 Licensed Programs for any other
purpose.
2.3. Client may not assign, sublicense or otherwise transfer, in whole or in part, the License, this
Agreement or any of its rights or obligations hereunder, whether voluntarily, by operation of law or
otherwise, without the prior written consent of Decade.
2.4. Client agrees to not allow access to the Licensed Programs to any third party without written
permission from Decade.
3. Ownership
3.1. Decade is the lawful owner of all proprietary rights whatsoever in the Licensed Materials including
any changes, additions, and enhancements in the form of new or partial programs or documentation, but
not as to limit the generality thereof, all copyright interests in the Licensed Materials. All copies of the
Licensed Materials provided to, or reproduced by, the Client pursuant to this Agreement are, and remain
the property of Decade. No rights in the Licensed Materials are granted to anyone other than those set
forth in this Agreement. The Client shall use its commercially reasonable best efforts to prevent any
violations of the Decade's property rights in the Licensed Materials and shall, under no circumstances,
sell, lease, sublease, sublicense, assign, barter, or otherwise transfer the Licensed Materials or use the
Licensed Materials for the processing of data for others, except as provided herein.
3.2. The Client shall have no right to modify, enhance or otherwise change the Licensed Materials in any
way without the prior written consent of the Decade, however the Client shall be entitled to merge the
Licensed Materials into other materials to form a system, provided that upon termination of the License
granted by this Agreement, the Licensed Materials will be completely removed from the system and
treated as though permission to merge had never been granted. Use of the Licensed Materials in a system
shall remain subject to all other terms of this Agreement.
3.3. The Licensed Materials and all other data or materials supplied by Decade to Client are confidential
and proprietary to Decade, protected by law and of substantial value to Decade, and their use and
disclosure must be carefully and continuously controlled;
3.4. The Licensed Materials and the Source Code are protected by the Copyright Laws of the United
States.
3.5. All logos, trademarks and trade names of Decade are proprietary to Decade and may only be used as
authorized in writing by Decade.
3.6. Client shall keep all property of Decade free and clear of all claims, liens and encumbrances.
3.7. Client shall notify Decade immediately of the unauthorized possession, use or knowledge of any
item supplied to Client pursuant of this Agreement.
3.8. In the event Client breaches or attempts to breach any of the provisions of this Section 3, Decade
shall have the right, in addition to such other remedies which may be available to it, to injunctive relief
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial^' Initial
License and Support Agreement 4
Decade Software Company, LLC
enjoining such breach or attempt to breach, it being acknowledged that legal remedies are inadequate. The
provisions of this Section 3 shall survive termination of this Agreement.
4. Prices, Adjustments, and Taxes
4.1. Prices for license fees and professional services are contained in Appendixes A and C.
4.2. Client agrees to pay for additional Inspectors as they are added at Decade's then prevailing license
and maintenance fees.
4.3. After the initial term and for successive terms thereafter, Decade will notify Client at least sixty (60)
days prior to the end of the then current term of Decade's intent to increase prices for the successive term.
4.4. 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 Licensed Programs in California, and receives the Licensed Programs on tangible
personal property (for example floppy disks, magnetic tape, Zip disk, CD-ROM, or any other medium by
which the Licensed Programs are 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
Licensed Programs are 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 Licensed Programs, are not.
If Client is using the Licensed Programs in a state other than California then Client is responsible for
knowing the sales and use tax rules of that state.
4.5. Decade will assess and Client agrees to pay a late charge of 1 '/z % per month, or the highest amount
allowed by law, for each month a payment is 30 days past due.
4.6. Decade reserves the right to withhold services for non-payment of fees.
4.7. Section 6 lists products and services that are not included in the license and support fee. Fees for
Client's use of these items are due and payable when invoiced.
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Decade Software Company, LLC
5 Support Services
The following services are included in the license and support fees:
5.1. Telephone Support Decade provides telephone support via a toll free number for Client's
usability questions and/or problem resolution. Support is provided during
Decade's regular business hours (8:00 A.M. to 5:00 P.M., Pacific Time,
Monday through Friday, with Federal and State holidays excluded.)
Issues can be reported 24-hours a day by RTI WebFirst, e-mail, fax or
telephone. Decade supports both the applications developed in-house and
the database backend on which these applications run.
5.2. Web -based Support All clients have 24-hour access to our Web resources. This includes all
system documentation, EnvisionConnect upgrade files, and monthly "Did
You Know?" newsletter of system workflows tips. Web resources allow
clients to search Decade's Knowledge Base of known EnvisionConnect
issues and suggestions and instantly send issues to Decade technical
support staff via an online support form.
5.3. Licensed Programs Decade will provide Licensed Programs maintenance, which includes
Maintenance defect fixes, and any other required modifications to keep the Licensed
Programs in conformance with the specifications contained in the then
current Decade Licensed Materials. Decade will amend the specifications
only to remove documentation errors, provide consistency of
interpretation or describe improvements to the Licensed Programs.
Decade will correct any error or malfunction in the Licensed Programs
that prevents them from operating in conformance with the then current
Licensed Materials, or Decade will provide a commercially reasonable
alternative that will conform to the then current Licensed Materials.
If Client's system is inoperable due to a reproducible error or
malfunction, and Client is using the current release of the Licensed
Programs, Decade will provide continuous effort to correct the error or
malfunction.
5.4. User Group Meetings User group meetings occur on a frequency determined by the user
community. These meetings allow users to share ideas, workflows, etc.
Client may send representatives to any user group meeting conducted by
Decade clients.
5.5. Refresher Training There will be no charge for refresher training conducted at 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 Licensed Programs or Client staff that
have not been trained before, which are billable services.
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5.6. List Server Decade's clients use a list server to share information. Workflows for the
Licensed Programs, environmental regulation workflows, user -
customized reports, and general questions and answers are available.
5.7. Decade Exchange Decade Exchange is a Web -based file exchange solution that provides a
secure area where clients can share files. Clients have the freedom to
upload/download useful reports, scripts, and other files at times most
convenient to them.
Clients have a searchable archive of environmental regulation workflows,
Licensed Programs 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.
5.8. Client Relationship RTI CustomerFirst is a Client Relationship Management (CRM) software
Management application that enables Decade to manage every aspect of our
relationship with the client. Client information acquired from sales,
marketing, client service, and support is captured and stored in a
centralized database to improve client satisfaction. Decade will not
release any Client information without prior authorization from the
Client.
5.9. Decade has the right to eliminate, add to, or modify these services.
6. Items Not Covered by this License and Support
Fee
6.1. The following services will be provided on a fee basis. Appendix A contains prices for license fees,
and all services included in Appendix C Statement of Work that are agreed upon as a condition of this
Agreement. Services not specifically included in Appendix C can be obtained from Decade after
completion and approval of a Professional Service Request (PSR) at the rates identified in Appendix D.
6.2. Support Initiated Decade's normal working hours are 8:00 A.M. to 5:00 P.M., Pacific Time,
Outside Normal Monday through Friday, with Federal and State holidays excluded. If
Working Hours Client requires or initiates service outside these hours, Client will pay for
such support at Decade's prevailing rates.
63. Data Conversion
6.4. Data Correction or Unless caused by Decade's negligence while working on Client's system.
Restoration
6.5. Custom Programming
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Decade Software Company, LLC
6.6. Software
Implementation
6.7. Initial and New Staff
Training
6.8. Client will reimburse Decade for out-of-pocket costs expended on Client's behalf, unless such costs
are caused by Decade's negligence. These can include travel and per diem, parts and supplies, media and
reproduction, and long distance calls initiated from Decade to Client's system. Decade will obtain
Client's prior approval before expending more than $100.00 per incident.
7. Warranty and Limitation of Decade's Liability
7.1. Decade warrants that the media used to deliver the Licensed Materials to Client is free from
mechanical or recording defects, and if such defects are found, Decade will immediately replace the
defective media.
7.2. Decade warrants that it is the owner of the Licensed Materials and that it has the right to grant the
License granted hereunder. Decade agrees to defend Client against, and pay the amount of any adverse
final judgment (or settlement to which Decade consents) resulting from third party claim(s) (hereinafter
"Indemnified Claims") that the Licensed Materials infringe any copyright or patent; provided Decade is
notified promptly in writing of the Indemnified Claims and has sole control over its defense or settlement
and Client provides reasonable assistance in defense of same.
7.3. Decade warrants that the Licensed Programs will perform substantially in accordance with its then -
current Licensed Materials, at no additional cost to Client, provided that: (a) the Licensed Programs have
not been modified, changed or altered by anyone other than Decade or as authorized by Decade in
writing; (b) Client is operating the then -current version of the Licensed Programs; (c) Client's computer
system is in good operating order and is installed in a suitable operating environment; (d) Client's
computer system configuration used in the operation of the Licensed Programs meets Decade's approved
specifications as contained in the Statement of Work, Appendix C; (e) the error or defect is not caused by
Client or its agents, employees or contractors; (f) Client promptly notifies Decade of the error or defect
when it is discovered; (g) all fees then due to Decade have been paid; and (h) Client is not otherwise in
breach of its obligations under this Agreement. In such event, Decade shall use its commercially
reasonable efforts to cause the Licensed Programs to perform substantially in accordance with its then -
current Licensed Materials as soon as reasonably practicable under the circumstances.
7.4. If Client notifies Decade of such error or defect and, after investigation by Decade, Decade
determines that such error or defect occurred as a result of Client not being in compliance with one or
more of the reasons listed in Section 7.3 above, then Client shall reimburse Decade at Decade's then
prevailing rates for all costs incurred in investigating such error or defect.
7.5. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED
PROGRAMS, THE LICENSED MATERIALS OR ANY UPDATES, ENHANCEMENTS OR
RELEASES THERETO, OR ANY OTHER SERVICES OR GOODS PROVIDED BY DECADE TO
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Decade Software Company, LLC
f:3
CLIENT IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
CLIENT'S SOLE AND EXCLUSIVE REMEDIES AND DECADE'S ONLY OBLIGATIONS UNDER
THE WARRANTY SET FORTH ABOVE AND THIS AGREEMENT IS TO CAUSE THE LICENSED
PROGRAMS TO OPERATE SUBSTANTIALLY IN ACCORDANCE WITH DECADE'S THEN -
CURRENT LICENSED MATERIALS OR TO CORRECT THE THEN -CURRENT LICENSED
MATERIALS.
7.6. DECADE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED
PROGRAMS SHALL MEET CLIENT'S REQUIREMENTS OR SHALL OPERATE IN
COMBINATION WITH OTHER SOFTWARE OR SYSTEMS WHICH CLIENT SELECTS FOR USE,
OR THAT THE OPERATION OF THE LICENSED PROGRAMS SHALL BE UNINTERRUPTED OR
ERROR FREE, OR THAT ALL ERRORS AND DEFECTS HAVE BEEN IDENTIFIED AND
CORRECTED BY DECADE.
7.7. DECADE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
SUFFERED OR INCURRED BY CLIENT AS A CONSEQUENCE OF THE USE OR
PERFORMANCE OF THE LICENSED PROGRAMS OR OTHERWISE, EVEN IF DECADE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, UNDER NO
CIRCUMSTANCES SHALL DECADE BE LIABLE FOR ANY LOSS, COST, EXPENSE OR
DAMAGE TO CLIENT IN AN AMOUNT EXCEEDING THE SUM OF THE INITIAL LICENSE FEE
ACTUALLY PAID BY CLIENT TO DECADE UNDER THIS AGREEMENT, WHETHER ARISING
AS A RESULT OF: (A) ANY BREACH OF THIS AGREEMENT BY DECADE; (B) ANY ACT OR
FAILURE TO ACT OF DECADE; OR (C) ANY CLAIM MADE AGAINST CLIENT BY ANY
OTHER PARTY, EVEN IF DECADE HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL
CLAIM. CLIENT AGREES THAT IT SHALL NOT ASSERT ANY CLAIMS AGAINST DECADE
BASED ON ANY THEORY OF STRICT LIABILITY.
8. Binding Dispute Resolution
The parties shall use reasonable efforts to amicably settle all disputes, controversies, or differences, which
may arise between them ("Dispute"). If no resolution is reached, the parties shall submit the Dispute to a
mutually acceptable mediator, initiated by written demand of one party served on the other, and if the
mediator determines that the Dispute cannot be resolved by mediation, then the Controversy shall be
submitted to binding arbitration in accordance with the rules and regulations of the American Arbitration
Association. Arbitration shall take place in Fresno, California. The arbitration award shall be supported
by written conclusions of law and fact. Punitive damages shall not be permitted under any circumstances.
The existence of the dispute, the dispute resolution process and the arbitrators' award shall be maintained
confidential, provided that the arbitrators' award may be entered as a final judgment in any court in
Fresno County, California having jurisdiction. The provisions of this Section 8 shall not apply to those
instances in which either party is entitled to seek injunctive relief pursuant to the terms of this Agreement
and desires to do so.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial, Initial
License and Support Agreement
Decade Software Company, LLC
9. Client Responsibilities
Client is responsible for the following:
9.1. Timely payment of Decade invoices.
9.2. Provision of appropriate operating environment for Client's computer system, Client employees,
and Decade staff when at Client location.
9.3. Provision of knowledgeable, competent operators with an understanding of Client's operations.
9.4. Scheduled training to properly prepare Client's staff to use Licensed Programs.
9.5. Backing up files and Licensed Programs daily, or whenever they change, and keeping them in a
secure place.
9.6. Notifying Decade of a problem as soon it appears.
9.7. Management of Client data entered and accessed through the Licensed Programs. This includes
adding, deleting, updating and maintaining all Client data.
10. Version and Module Upgrades
10.1. Decade will periodically make Licensed Programs upgrades and enhancements available to Client.
Decade will provide the necessary instructions and software tools so Client can install the upgrades and
modifications.
10.2. Client will maintain its system at the current release level of the Licensed Programs. Ninety (90)
days after the release of a new Licensed Programs Version, Decade will not be obligated to maintain prior
Versions. Decade will have the sole discretion to decide if new Licensed Programs are a no charge
upgrade, a no charge enhancement, or a billable offering. Billable offerings are optional, and Client will
not be required to purchase them to maintain the current release level.
11. Early Termination
11.1. Either party may terminate this Agreement for a material breach of this Agreement, provided that
the party in default has not cured or corrected such breach within thirty (30) days of receiving notice of
such breach from the non -breaching party. Such termination may be in addition to any other rights and
remedies the terminating party may have at law or in equity.
City of Vernon Health & Environmental Control Department A
Revision: 2.1 Revision Date: 06/06/08 Initial! Initial r-
License and Support Agreement
Decade Software Company, LLC
12. Actions Upon Termination
12.L Client will cease using Licensed Materials immediately upon termination.
12.2. Within thirty (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 Licensed Materials have been
returned to Decade or destroyed by Client.
12.3. Client will pay all amounts due Decade.
13. Decade Staff
13.1. Client shall not attempt to hire any current or former Decade staff member without prior written
consent from Decade.
14. Access to Client Systems
10
14.1. Client agrees to install such telephone lines, communications software, and communications
equipment necessary to allow remote access to Client's computer system. This access will be used to
provide technical support and problem resolution. Client shall install its own security measures to prevent
unauthorized access. Client shall be responsible for all expenses associated with obtaining and installing
such telephone lines and communication equipment. Decade shall provide Client with the appropriate
communication software at no additional cost. In the event Decade has to access Client's system remotely,
Client shall reimburse Decade for the cost of the telephone call.
15. Notice
15.1. Any notice, request, demand, consent, or other communications provided or permitted hereunder
shall be in writing and given by personal delivery, transmitted by facsimile, or sent by ordinary mail,
postage paid, addressed to the party for which it is intended at its address as follows:
For Decade:
Attention: Kevin Delaney
4201 West Shaw Avenue Suite, 102
Fresno, CA 93722
Phone: 800-233-9847 ext 703
Fax: 559-271-2892
E-mail: kevindelaneyL&decadesoftware.com
For Client:
City of Vernon Health & Environmental Control Department KIN
Revision: 2.1 Revision Date: 06/06/08 Initial116kr Initial
License and Support Agreement
Decade Software Company, LLC
Lewis Pozzebon
Director
4305 Santa Fe Avenue
Vernon, CA, 90058
Phone: (323) 583-8811 x229
Fax: (323)588-4320
E-mail: 1pozzebon@ci.vemon.ca.us
16. General
11
16.1. 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.
16.2. 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.
16.3. This Agreement shall be governed by California law, and the court of competent jurisdiction shall
be in Fresno, California.
16.4. 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.
16.5. 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.
16.6. This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of
the parties.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial A i Initial
License and Support Agreement 12
Decade Software Company, LLC
17. Acceptance of Agreement
Decade and Client have caused this Agreement to be executed by their duly authorized representatives on
the respective dates entered below:
City of Vernon
By: L� U- ,
LENS-C. MALBUR ayor
ATTEST:
MANUELA GIRO , CIT CLERK
AS TO FORM:
JEFV#-IP,MISON, CITY ATTORNEY
The person signing this Agreement on behalf of the Client warrants that they have read and understand all
the terms and conditions contained herein, are authorized to sign on behalf of the Client and accept
personal responsibility for damages if they are not so authorized.
Decade Software Company, LLC
K-ev'1'n)De1-aney,LWanaging Mem r Date Agreed
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial Pt, initial
License and Support Agreement
Decade Software Company, LLC
Appendix A. Volumes, Prices, and Payment Schedule
for License Fees
A.1 Number of Inspectors
Inspectors and Program Areas Numbers
Number of Inspectors 7
Number of Inspectors Using FIS/EnvisionConnect 6
Remote
A.2 Licensed Programs
EnvisionConnect —Licensed Programs Included in this Agreement:
® Envision/EnvisionConnect
FIS/EnvisionConnect Remote Use
❑ EnvisionConnect Portal
❑ Extender
❑ Batch Payments Import Tool (BPI)
❑ PA to CUPA Transfer Process (PACT)
❑ Epitome
❑ Mobile Vector Control Management
A.3 EnvisionConnect Prices
A.3.1 Prices
Ck Annual License and Support Fees Annual Cost
® Envision/EnvisionConnect $10,269.00
® FIS/EnvisionConnect Remote Use $9,187.50
❑ EnvisionConnect Portal — Public Access
❑ Extender
❑ Batch Payments Import (BPI)
❑ Mobile Vector Control Management
❑ Press Agent
S u btota 1 $19,456.50
Ck ASP Hosting Services
❑ ASP Flat Fee per Agency $
❑ ASP Per Inspector Fee $
Subtotal
13
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial ., Initial '1�
License and Support Agreement 14
Decade Software Company, LLC
Total Recurring Fees $19,456.50
The following Professional Services Fees cover all services outlined in Appendix C, Statement of Work.
Ck One Time Professional Service Fees
Amount
"
Needs Analysis and Configuration
$0.00
❑
Training Package
$0.00
❑
Data Conversion from Legacy System(s)
$0.00
❑
Report Development
$0.00
❑
Public User Portal Set Up
$0.00
❑
Interface Design
$0.00
❑
Project Travel
$0.00
®
Professional Services — Project #2007-031 Silver Migration
$3,240.00
Total Professional Service Fees
$3,240.00
A.4 Payment Frequency
Annual License and Support Fees will be paid on the following schedule:
Ck
Payment Frequency
®
Annually
❑
Quarterly
❑
Monthly
A.5 Client Taxes
Tax Rate Exempt
A.6 Client Contact for Billing Issues
Client Contact Person for Billing Issues
Lewis Pozzebon
Director
4305 Santa Fe Avenue
Vernon, CA, 90058
Phone: (323) 583-8811 x229
Fax: (323) 588-4320
E-mail: 1pozzebon@ci.vemon.ca.us
Exemption Number
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial , Initial
License and Support Agreement
Decade Software Company, LLC
Appendix B. Dates and Term
This Agreement shall become effective as specified below ("Effective Date") or when Decade provides
the Licensed Programs or services hereunder, whichever is earlier.
The month and day of the Effective Date shall determine the anniversary date (hereinafter "Anniversary
Date").
This Agreement shall have a term of one year, 07/01/08 to 06/30/09.
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 sixty (60) days prior written notice.
Milestone Summary
Milestone
Date
Effective Date:
07/01/08
Agreement Term Begins
07/01/08
Agreement Term Ends
06/30/09
Implementation Start Date:
N/A
15
City of Vernon Health & Environmental Control Department �,A K
Revision: 2.1 Revision Date: 06/06/08 Initial, 'Initial
License and Support Agreement
Decade Software Company, LLC
Appendix C. Migration Services
Decade will provide the EnvisionConnect Upgrade package checked below:
❑ GOLD PACKAGE
AC
Decade will assist Client with the following migration tasks:
• Project Analysis
• Upgrade Client Envision Database to Latest Version 3.4 (if applicable)
• Migration in Test Environment Migrate Data From Sybase to MS SQL (if applicable)
• Perform SQL Scripting and/or Report Writing
• Migration in Production Environment
• Define Security Levels in EnvisionConnect
• Customize Page Layouts in EnvisionConnect
• System Testing
Decade will deliver the following training:
■ Two (2) Days of Onsite Training
■ 16 Hours of Web -based Training
■ Free Bi-weekly Web -based Training Sessions
Decade staff will provide two (2) days of onsite support during system go -live.
■
Decade will assist Client with the following migration tasks:
• Project Analysis
• Upgrade Client Envision Database to Latest Version 3.4 (if applicable)
• Migration in Test Environment
• Migrate Data From Sybase to MS SQL (if applicable)
• Perform SQL Scripting and/or Report Writing
• Migration in Production Environment
• Define Security Levels in EnvisionConnect
• Customize Page Layouts in EnvisionConnect
• System Testing
Decade will deliver the following training:
■ 16 Hours of Web -based Training
■ Free Bi-weekly Web -based Training Sessions
Decade staff will provide remote phone support during system go -live.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 Initial, Initial
We
License and Support Agreement
Decade Software Company, LLC
Appendix D. Professional Services Rates
Any services requested outside of those agreed to in Appendix C, Statement of Work, will require
authorization through a Professional Service Requests (PSR) signed by both parties.
The following rates will apply for the listed professional services.
Item
Rate
Per Unit
Professional Services
• Custom Programming
$126.00
Hour
• Consultation
$126.00
Hour
• Report Development
$126.00
Hour
Training
• Training at Client Facility
$1,470.00
Day
• Training at Decade Facility
$1,470.00
Day
• Training Online Using WebEx
$105.00
Hour
Support
• Phone Support Outside Normal
$189.00
Hour
Service Hours
• Third Party Support
$126.00
Hour
Travel Expenses
• Travel Per Diem
$294.00
Day
• Airfare
$525.00
Flight
These prices may be increased annually on the Anniversary Date, upon at least sixty (60) days prior
notice to client.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 InitialAft" Initial t
17
License and Support Agreement
Decade Software Company, LLC
Appendix E. Third Party Software
Business Objects Crystal Reports
Crystal Reports is a database report designer and viewer owned by Business Objects. Decade utilizes
Crystal Reports to design "canned" and custom reports that are later distributed with the Licensed
Materials. The Licensed Materials includes a server -side report generation component. This is allowed
under section 4.2.5 of the Crystal Reports Standard, Professional, and Developer License Agreement.
Use of the server -side report generation component within the Licensed Materials is subject to the
following terms.
17.1. Client agrees not to modify, disassemble, decompile, translate, adapt or reverse -engineer the
Runtime Product or the report file (.RPT) format;
17.2. Client agrees not to distribute the Runtime Product to any third party;
17.3. Client agrees not to use the Runtime Product to create for distribution a product that is generally
competitive with Business Objects product offerings;
17.4. Client agrees not to use the Runtime Product to create for distribution a product that converts the
report file (.RPT) format to an alternative report file format used by any general-purpose report writing,
data analysis or report delivery product that is not the property of Business Objects;
18
17.5. Client agrees not to use the Runtime Product on a rental or timesharing basis or to operate a service
bureau facility for the benefit of third -parties;
17.6. BUSINESS OBJECTS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY
RIGHTS. BUSINESS OBJECTS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY
WHATSOEVER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
COVER OR OTHER DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION
WITH THE SOFTWARE.
City of Vernon Health & Environmental Control Department
Revision: 2.1 Revision Date: 06/06/08 initial Aft<Initial
I vo/ cVvo IV;,CV ray aces 588 4320
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A
iECA■DE
S o W Y W A R 1
C4,04PAMT. "C
City of Vernon Environmental Health Department
Professional Services Request
VER EC Migration Project (007-031)
Revision 1.0
05/22/2007
Signed document must be returned, to decade by Client, within 10 days of receipt. Failure to respond
promptly will impact project timelines and could negatively Impact delivery dates.
Vr1UOI4VVa IV:ZV VAA JLJ 568 4320
[a 003
Revision History
Professional Services request
Decade Software Company, LLC
City of Vernon Environmental Wealth Department
VER EC Migration Project (2007-031 )
Revision: 1.0 Revision Date: 05/2212007
Date Document Description Author
Revision
03JM07 1.0 Document draft created. HINer. Chn's
,'',"'4,," ^..4" ruA ^44 oo* 43zv '
' 2004
Professional Services Request
Decade Software Company, LLC
Contents
C-1
tOverview ......... '.............. ....................... ................... ---^^---~'-~------------'------'�
11
Additional Documents .......... ....... ...... ...... ................. .................. —^................................ ------^^-^`�
2. General Information .......................... ......... ---------- -_--~.-....—`_--_--'~....~...........------%
2.1.
Definitions ......... ............. ......................................... -------------- —.~............ ..------_------._..,2
2-2.
Service Description ..... ............................. .............. .......................................................................... ..................... o
2.3
Roquestlype...................................... -'................................ ............................................................... ................ 3
2.4.
Date Request Submitted .... ......................................... ................... ~,,.~.~,,............................. .......... ~,,,~,3
2.5.
Request Priority ............................................................ ................ ........ ................................. ............................... 4
3.6.
Involved Parties .... ..................... ..................................... ................................................. ----.—..----'4
2.6.1. City */ Vernon Environmental Health Department .... ........................... -....... ......................... ....... .......... 4
2.6.2. Decade Software Company, LLC--- ............................... .............................................. ''.............................. 4
1 Background |nfo^mwVmn--------- ........................ ...... .... `............ ____ ----- -............................. -'--'-_........ ......... s
3�1.
Business Needs Analysis ............... .................. ...................... ........ ................................... .................................... a
3.2
Date Required and R*ytrictionu.................. ....... ..................... ...... ............................ ............................ ... .0
3.l
Adtiltional Supporting Information ......................... ............ ........ ................................. ------ _................................... $
* Technical epoomcampnw.......................... ___ ........................ .... ............................................ ..... ..................... ....... ...... s
*1........
--.......... .... ....... .................... -------- ___ ....... ............................ ................................. G
*Z
Requirements -................................................... ........................ .......... ............... .................... 0
5. Professional Services Scope Approval ............................... ..... .............................................................. _--.-........... e
5.1.
Date profioxu*naServices Request Sent .................. ........................... .... ... .—.-............................. -................ 7
City of Vernon Environmental Health Department
Revision, 1-0 Revision Date: 05/22/2007
Uriv01zUU0 IU:ZU FAX 323 588 4320 [a
Professional Services Request
Decade Software Company, LLC �
1. Overview
rvriew
.Decade clients use this document to request professional services_ Decade assigns a
unique Professional Services Request number to each request_
Upon completion of the Professional Services Request, Decade Software Company, LLC
Will submit the Professional Services Request to the Client for signature in the Scope
Approval section_
Upon receipt of a signed Scope Approval section, Decade Software Company, LLC will
complete a project )Estimate document and submit it to the Marketing Depa r tnent_
Upon receipt of the project Estimate document, the Marketing Department will complete
a Pricing Proposal document and submit it to the Client.
I.I. Additional Documents
If the Professional Services Request is accepted and subsequently executed as a conntract
or agreement, finther specific documents may be required_ These documents will
supercede all proposals, including this document.
Additional documents needed for the successful implementation of this service request
are checked below_
0 No additional documents needed.
( f VER Migration Project Hours Estimate
VER Migration Project .Plan
If the Professional Services Request is accepted and subsequently executed as a contract
or agreement, further specific documents may be required and will supercede all
proposals, including this document.
City of Vernon Environm, ental Health Department
VER EC Migration Project (2007-031)
Revision_ 1.0 Revision Date; 05/22/2007
Professional Services Request 2
Decade Software Company, LLC
2. General Information
2.1. Definitions
The following acronyms and words may be used in this document.
VER Acronym for the City of Vernon Environmental Health
Department.
Client City of Vernon Environmental Healtb Department
Decade Decade Software Company, LLC
DSC Acronym for Decade Software Company, LLC.
.Project '1! be Client staff person that originated the Professional Services
a �riginalor/Requestor Request.
Software Software includes computer programs, in object form, and all
related documentation, materials, and all modifications made
hereafter, in whole or in part.
MSSQL 2000 Microsoft SQL Server 2000 Ma_
MSSQL 2005 Microsoft SQL Server 2005
EC EnvisionConnect Agency hosted Deployment
2.2. Service Description
The City of Vernon Environmental Health Department needs Decade Software Company,
LLC to remotely assist them in upgrading from Envision to EnWisionConnect.
City of Vernon Environmental Health Department
VER EC Migration Project (2007-�031)
Revision: 1.0 Revision date: 05/22/2007
..vvv iV - Av rAA JGJ Jeri 43ZU
Professional Services Request
Decade Software Company, LLC
2.3. Request Type
The Professional Services Request is the following request type_
❑ Remote Upgrade, Installation, Setup, Configuration, and Testing of Sybase ASA
8.0.3 b5267.
Remote Upgrade, Installation, and Setup of EnvisionConnect Agency hosted
deployment.
❑ Remote Upgrade, Installation, and. Setup of EnvisionConnect Hosted deployment.
❑ Remote Upgrade and Testing of Field Inspect System (PIS)14.0.OA_
❑ Remote Upgrade of D$ Remote 2.7.0.0 to Sybase Database Independent
Replication (DIR) 3.4.0.OA, and Testing.
❑ Custom Programming of Procedure/Functionality/Feature/Enhancement
❑ Data Conversion
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.
❑ Custom Report Testing a-od Conversion for Existing Custom Reports.
❑ Custom Report Change Request
A request to modify a custom report that was originally created by Decade Software
Company, LLC.
❑ On -site Training
A request for training requires an overview of what the client wants covered and the
number of attendees, location, etc.
❑ Online Training
A request for training requires an overview of what the client wants covered and the
number of attendees, location, etc.
❑ Special Query
❑ Migration to MSSQL
The current client database is in Sybase AS,A. and witl be migrated to MEcrosofl
SQL Server 2000 SP3a then Microsoft SQL Server 2005 for use with EC,
2.4. Date Request Submitted
The Professional Services Request was submitted: 05/22/2007.
City of Vernon Environmental Health Department
VER EC Migration Project (2007-031)
Revision: 1.0 Revision Date; 05/22/2007
3
v'ivoiavvn tv;41 CAA 3G3 588 4320
008
Professional Services Request
Decade Software Company, LLD
2.5. Request Priority
The priority level for this request is:
❑ High ® Medium ❑ Lowy
4
This request is ranked at this priority level because: VER requires a data conversion from
their current backflow system into EnvisionConnect. However, the EnvisionConnect
backflow system is not available as of05/22/2007.
2.6. Involved Parties
The following involved parties will serve as contacts between the Client and Decade.
2.6.1. City of Vernon Environmental Health Department
Client Project Originatvr/Requestor
Lewis Pozzebon
Director
City of Vernon .Environmental .Health Department
4305 Santa Fe Avenue
Vernon, CA 90058
Phone: (323) 826-1420
Fax: (323) 598-4320
Mobile; N/A
E-mail: 1pozzebon@ci.vernon.ca.us
2.6.2. Decade Software Company, LLC
Decade Contact Person
Chris Hibler
Technical Support Specialist 1
Decade Software Company, LLC
4201 West Shaw Avenue, 4102
Fresno, CA 93722
Phone: (800) 233-9232, Ext. 724
Fax: (559) 271-2892
E-mail: chrishibler@decadesofllware_corn
Decade Contact Person
John J. Jensen
Manager, Client Services
Decade Soft -ware Company, LLC
4201 West Shaw Avenue, if102
Fresno, CA 93722
Phone: (800) 233-9847, Ext. 711
Fax; (559) 271-2892
E-mail; johnjensen@decadesoftware.com
City of Vernon Environmental Wealth Department
VER EC Migration Project (2007-031)
Revision: 1.0 Revision Gate: 05/22/2007
- - - - ---�-........ - V 0 000 404U
14000
Professional Services Request
Decade Software Company, LLC
. Background Information
3.1. Business Needs Analysis
This Profession2il Services Request includes the following tasks:
• Deployment of a test system on V.ER's agency -hosted application server.
• Agency hosted deployment of EnvisionCon:neet
• Data converted from cwr"t backftow system into
The preceding are high-level steps necessary to u figs from Envision to
EnvisionConnect provided the resources needed are available_
City of Vernon Environmental Health Department
VER EC Migration Project (2007-031 )
Revision: 1-0 Revision Date: 05/22/2007
5
_ . , ,..,, — �4 rnn. "'0 000 4.SLU [I 010
Professional Services Request 6
Decade Software Company, LLC
3.2. Date Required and Restrictions
Client requested completion date. <<TBD>a
This date is not the final date for the start or implementation of this project. This date
represents the preliminary date that is currently available based on current obligations by
Decade Software Company, LLC resources; other contractual obligations may change
this date. No date can be cons deredfinalized until a contract is in place upon
acceptance of a Pricing proposal to be sub►m yed to you far acceptance after receipt of
the Scope Approval sign -off in this document.
This customization has the following regulatory requirements or restrictions:
There are no known regulatory requirements.
3.3. Additional Supporting Information
Additionally, VEP, resources need to be available during scheduled WebEx online
meetings used to remotely perform installations, upgrades, configurations, and testing, for
both the test and production cnvironments.
• VER must send a copy of the production database a minimum of two weeks prior
io the implementation start date. The database will be used to identify potential
errors, invalid data, and validate custom reports. However, the sooner DSC
obtains the database the sooner IDSC can begirt testing
4. Technical Specifications
4.1. Specifications
None determined or defined as of May 22, 2007.
4.2. Requirements
None determined or defined as of May 22, 2007.
5. Professional Services Scope
Approval
Your signature in this section signifies that you have read and agree with the information
and specifications covered within the Professional Services Request.
City of Vernon Environmental Wealth Department
VER EC Migration Project (2007-031)
Revision: 1.0 Revision Date: 05/22/200t
r 1 - A-0 tv: GG V114 OiW 586 4320
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Professional Services Request 7
Decade Software Company, LLC
The Professional Services Request represents a mutual understanding that describes the
scope of the professional services requested so that Decade can give you realistic
estimates.
Please submit any corrections, additions or modifications to Decade for review and
inclusion in this document prior to signing_
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 docznnents needed,
❑ Software Requirements Specifications (SRS)
❑ Conversion Plan
❑ Cuvrom Report Request (CRR)
❑ Training Agenda
® V'LR.Ntigration Project Plan
1f the Professional Services Request is accepted and subsequently executed as a contract
or agreement, further specific documents may be required and will supersede all
proposals, including this document.
Further, if the Professional Services Request is accepted and subsequently executed as a
contract or agreement, the Client agrees to make a good -faith effort to have a resource
available to co -manage the project with Decade Software Company, LLC so as not to
deWmentally affect project deadline dates. This involvement can include but is not
limited to documentation writing and/or review, testing of a feature or function,
validation of data to certify integrity in a conversion, etc. Specific responsibilities will be
set forth in subsequent documents as heeded by the project type being implemented.
After acceptdnce by signature, this document as well as any checked documents cannot
be modified except by written agreement between the City of Vernon Environmental
Health Department and Decade Software Company, LLC.
5.1. Cute Professional Services Request Seat
The Professional Services bequest was sent for signature on: <<Date Sent>>
Client must return signed document, to Decade, within 10 days of receipt.
Failure to respond promptly will affect project timelines and could negatively impact
delivery dates.
City of Vernon Environmental Health Department
VER EC Migration Project (2007-031)
Revision_ 1.0 Revision Date: 05/22/2007
�a� auvo lu: 40 rA.. sza 588 4320
[a 012
Professional Services Request
Decade Software Company, LLC
5.2. City of Vernon Environmental Health
Department Sao a Approval Sign -off
Client Representati - gnature Date Approved
Client Project 01riginator/Requestor
Lewis Pozzebon
Director
City of Vernon 50vbrontnental Health, Department
4305 Santa Fe Avenue
Vernon, CA 90058
Phone: (323) 583 881 l ext 229
Fax; (323) 588 4320
Mobile.
E-mail: LPozLPoz_zeb_onCi&i.vemon.ca.us
Decade shall own all rights, title, and interest (including without: limitation all Intellectual
P'ropeq lights) in and to the Products developed as a result of this agreement.
City of Vernon Environmental Health Department
VER EC Migration Project (2007-031)
Revision: 1.0 Revision date: 05/22/2007
N