Resolution No. 96931
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RESOLUTION NO. 9693
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SOFTWARE SERVICE ATTACHMENT RENEWAL BY AND BETWEEN
THE CITY OF VERNON AND VISIONAIR INC.
WHEREAS, on March 30, 1999, the City Council of the City of
Vernon approved Resolution No. 7301 approving a Software License
Agreement with Vision Software, Inc. for a Computer Aided Dispatch
System ("CAD"), Mobile Computer Terminal ("MCT") and Vision Records
Management System ("RMS") for the City of Vernon Police Department; and
WHEREAS, on July 5, 2006 the City Council of the City of
Vernon adopted Resolution No. 9079 approving an agreement for its
purchase of a GeoComm mapping software package for the Vernon Police
Department patrol vehicles and Communications Center ("GeoComm
Software") ; and
WHEREAS, VisionAir Inc, formerly VisionAir and Vision
Software, Inc., ("VisionAir") has submitted a Software Service
Attachment (the "Agreement)" and renewal quotation for the period
August 25, 2008 through August 24, 2009 for the sum of Sixty -Four
Thousand Seven Hundred Sixty -Two Dollars and Ten Cents ($64,762.10),
including tax, for the CAD, MCT, RMS, and GeoComm Software; and
WHEREAS, VisionAir is the only supplier who can
provide the annual software support services necessary to maintain the
CAD, MCT, RMS, and GeoComm Software; and
WHEREAS, City staff have recommended that the Agreement with
(VisionAir be renewed for the period August 25, 2008 through August 24,
2009; and
28 11 WHEREAS, the City Council of the City of Vernon has
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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 proceed with the renewal of software support services for
the CAD, MCT, RMS, and GeoComm Software with VisionAir to enhance
services provided to the Vernon community.
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 Software Service Attachment with VisionAir, a copy of
which is attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said 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
directs the City Clerk, or her designee, to send one fully executed
Agreement to:
VisionAir Inc.
Attn. Mike Lyons, Chief Executive Officer
5601 Barbados Blvd.
Castle Hayne, NC 28429-5655
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SECTION 5: 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 18th day of August, 2008.
AT EST:
M NUELA GIRON, City Clerk
Hilario Gonzales
Name:,1�.
Title: Maplar/ Mayor Pro-Tem
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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. 9693, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, August 18, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
ANUELA GIRON, ity Clerk
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EXHIBIT A
I
ATTACHMENT "D": SOFTWARE SERVICE ATTACHMENT
City of Vernon
4305 Santa Fe Avenue
Vernon, CA. 90058
July 30, 2008
This SOFTWARE SERVICE ATTACHMENT (hereinafter "Attachment") (incorporated in
to the Software License Agreement of March 30, 1999 as Attachment D) is entered into
by and between City of Vernon (hereinafter "CLIENT") and VISIONAIR ING, a North
Carolina based company with offices located at 5601 Barbados Blvd., Castle Hayne,
North Carolina 28429 (hereinafter "VISIONAIR").
VISIONAIR shall perform maintenance services on the Licensed Software and CLIENT
shall accept and pay for such services, pursuant to the terms and conditions herein
provided., Licensed Software shall mean the VISIONAIR software as described in the
Quotation (Attachment B to the Software License Agreement), as such may hereafter be
supplemented and as such Licensed Software may hereafter be updated with
improvements, enhancements and modifications furnished to CLIENT by VISIONAIR.
1..0 Initial Term. This Attachment shall become effective on the date shown above
(hereinafter "Effective Date"), and, unless sooner terminated as hereinafter provided,
shall remain in full force and effect for a period of no less than one year.
2.0 Automatic Renewal. Upon expiration of the Initial Term, this Attachment shall be
automatically extended on a year-to-year basis (herein after "Renewal term") unless sixty
(60) days prior to the expiration date of the Initial Term, or any Renewal term, a party
hereto gives written notice to the other party of its termination of the Agreement as of
such expiration date.
3.0 Covered Maintenance:
3.1 Commercial Off the Shelf Software (COTS). The term "Covered Maintenance" as
used herein means the periodic and on -call remedial maintenance VISIONAIR deems
reasonably appropriate and necessary to keep the CLIENT'S Licensed Software
functioning properly. Please see section 3.2 for Custom Solutions
(a) Telephone Support for the Licensed Software, utilizing an 800 line provided by
VISIONAIR. During the Initial Term, this telephone support will be based on the coverage
plan as specified in the Quotation. I
(b) Standard upgrades and enhancements that are made to the Licensed Software,
VISIONAIR issues corrections, upgrades and enhancements to the software on an
ongoing basis. All modifications to the Licensed Software and related Documentation will
be made available to the CLIENT on standard electronic media (CD-ROM); remote
access through VislonAIR approved remote access products and protocols, dedicated
telephone dialup or Website download.
(c) Initial fact-finding (Tier 1) support for 3rd party software embedded or used in
conjunction with the application software. Tier 1 support does not include defect
resolution or modifications from VisionAIR. VisionAlR will escalate to the appropriate
vendor calls for service for 3rd party applications defect resolution or modifications.
041206 Rev] Page I U 6
(d) Correction of reported malfunctions ("defects") in the application software.
(e) Phone support assistance in updating new releases of the Licensed Software on
the CLIENT's servers,
(f) Recording CLIENT's request for changes to the Software. A VISIONAIR Product
Manager will document the CLIENT's request and submit it for consideration in future
releases of the Software. VisionAIR is under no obligation to include the CLIENT's
request for change in any future releases of the Software.
Client Service personnel are available to answer questions related to the Software and to
provide solutions for issues within the Software, If an issue is defined as a defect, Client
Service will escalate the issue for resolution and provide the correction when available. A
"defect" is defined as an error in the code of the Licensed Software which prevents a
Module from operating in accordance with the VISIONAIR Documentation in any material
respect.
3.2 Custom Solutions (Applications):
(a) Telephone Support for the Licensed Software, utilizing a toll -free 800 telephone
number provided by VISIONAIR. During the Initial Term, this telephone support will be
based on the coverage plan as specified in the Quotation.
(b) Correction of reported malfunctions ("defects") in the VISIONAIR application software.
(c) Recording CLIENT's request for changes to the Software.. A VISIONAIR Product
Manager will document the CLIENT's request and submit it for consideration in future
releases of the Software.
(d) Changes to the Custom Solution resulting from changes to VisionAIR products,
initiated by VisionAIR, which interfere with the intended functionality of the Custom
Solution
4.0 Exclusions from Covered Maintenance:
4.1 Commercial off the Shelf (COTS) Products:
(a) Repair of damage not caused by VISIONAIR, including without limitation, damage
resulting from accident, transportation, neglect or misuse, lightning, failure or fluctuation
of electrical power, air conditioning or humidity control, telephone equipment or
communication lines failure, failure of non-VISIONAIR interconnect equipment, or causes
other than normal operation procedures..
(b) Service which is impractical for VISIONAIR to render because of alterations in the
Licensed Software made by persons other than VISIONAIR; the connection of equipment
and/or Software by mechanical or electrical means to another machine or device;
(c) Any repair of any damage to the Licensed Software caused by software or firmware
programming that is not provided or supported by VISIONAIR under section 3, Covered
Maintenance.
(d) This Attachment does not include professional services (on site training, installation or
upgrades of third party software applications used in conjunction with or required by any
VisionAIR specifications , data migrations, or project management) deemed necessary by
VisionAIR. On site services will be charged separately.
(e) Platform changes, including, but not limited to, Operating Systems, Hardware,
Telecom Equipment, etc.
041206 RM Page 2 of 6
Custom Solutions (Applications) Exclusions:
(a) Platform changes, including, but not limited to, Operating Systems, Hardware,
Telecom Equipment, etc.
(b) Government mandated changes
(c) Changes to third party applications
(d) Requests for changes in the Custom Solution (Application)
(e) Biz Talk orchestrations including interfaces that are not associated with
VisionCONNECT.
(f) Other modifications or changes in software, hardware or configuration not related to
changes in the VisionAIR product, which are not initiated by VisionAIR.
(g) This Attachment does not include professional services (on site training, installation or
upgrades of third party software applications used in conjunction with or required by any
VisionAIR specifications , data migrations, or project management) deemed necessary by
VisionAIR. On site services will be charged separately.
5.0 Charges to CLIENTS:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are
set forth in the Quotation (Attachment B to the Software License Agreement)
Maintenance fees paid by CLIENT are non refundable.
(b) Charges for Billable Call Maintenance: The hourly rate charges are posted on the
Client Service Center Web page for both business hours and non -business hour rates.
(c) Charges for Travel: Upon prior written authorization, CLIENT shall pay for travel time
and travel expense in connection with Billable Call Maintenance. Travel time will be
charged to the CLIENT at one- half the Billable Call Rate. Travel expense will be charged
as incurred and includes tolls, parking and other out-of-pocket costs plus mileage at the
then current rates. There will be no additional charge to the CLIENT for travel expense
incurred in connection with Covered Maintenance.
(d) Charge for Software License Changes: All Covered Maintenance fees hereunder are
subject to increase or decrease upon any change in number of concurrent user licenses
or software modules licensed.
6.0 Client Responsibilities:
6.1 Remote Connectivity Maintenance Service. Client shall supply remote access to
Client's network, servers and workstations in order for VisionAIR to perform Covered
Maintenance, Billable Call Maintenance and Internet connection for the purpose of
allowing secure access via the Internet and the latest version of Microsoft's Internet
browser software (Internet Explorer) to any workstation or server covered by Maintenance
Service. VisionAIR may elect to use, of its sole discretion, properly licensed third -party
remote connectivity software owned by the client agency and installed on a system with
Internet connection. VisionAIR will not bear the burden of procuring and/or licensing any
remote connectivity software or loading it on VisionAIR Client Services systems. Client
shall also maintain a dedicated phone line, modem and Microsoft's current remote access
software (such as Remote Access Server -- RAS) that can be enabled to allow VisionAIR
personnel to authenticate to their network for support purposes in the event that there are
unforeseen problems with the Internet method of connectivity
041206 Rev I Page 3 of 6
6. 2. Backup of data. CLIENT is responsible to maintain a proper set of data backups in
the event that it becomes necessary to recover from a disaster.
TO Billable Call Maintenance. The term "Billable Call Maintenance" as used herein
means services provided by VISIONAIR that are not included under Covered
Maintenance.. The rates for these services from 8:00 am to 5:00 pm and, after 5:00 pm
and before 8:00 am EST for CLIENTS respective time zone shall be at the then currently
published rate. All billable service calls will have a minimum charge of two hours. Billable
service will be provided upon receipt of a Purchase Order, letter of authorization or credit
card information.
8,0. Changes in Charges. At least 120 days prior to the expiration of the Initial Term or
any Renewal term, VISIONAIR may make changes to the Covered Maintenance fees and
the Billable Call Rate, such changes to be effective at the commencement of the
immediately subsequent Renewal term, if any. CLIENT may terminate this Attachment
within sixty (60) days after receipt of the first invoice with changed charges by giving
VISIONAIR sixty (60) days written notice of its intention to terminate, and this Attachment
will terminate as of the date for termination set forth in the CLIENT's notice to VISIONAIR
or at the end of such sixty (60) day period, whichever last occurs.
9.0. Payment. VISIONAIR will invoice the CLIENT in advance for each year for Covered
Maintenance. Such invoices will include pro rata charges or credits for any Covered
Maintenance of Licensed Software installed or removed during the previous term or prior
to the Effective Date. VISIONAIR will invoice CLIENT for Billable Call Maintenance as
incurred and CLIENT shall pay invoices for Covered Maintenance, including any invoices
outstanding on the Effective Date of this Attachment, on or prior to the commencement of
each term. The attached quote is hereby incorporated by reference. All payments shall be
paid by CLIENT within thirty (30) days upon receipt of invoice by CLIENT.
10. Disclaimer of Warranty. VISIONAIR makes no warranty of any kind, express or
implied, including without limitation, any warranty of merchantability or fitness for a
particular purpose with respect to the subject matter hereof, maintenance to be performed
by VISIONAIR pursuant to the terms hereof, or parts to be supplied hereunder.
11. Limitation of Liability. VISIONAIR SHALL NOT BE LIABLE FOR ANY DAMAGES
INCURRED, UNLESS SUCH DAMAGES ARE CAUSED BY THE NEGLIGENT OR
INTENTIONALLY TORTIOUS ACT OR OMISSION OF VISIONAIR, ITS EMPLOYEES
OR REPRESENTATIVES. IN NO CASE, HOWEVER, SHALL VISIONAIR BE HELD
LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. UNDER NO
CIRCUMSTANCE SHALL VISIONAIR'S LIABILITY UNDER THIS ATTACHMENT
EXCEED THE AMOUNT ACTUALLY PAID TO VISIONAIR BY THE CLIENT UNDER
THIS ATTACHMENT.
12. Hardware and Network Upgrades. CLIENT acknowledges that due to the dynamic
nature of the information technology industry and frequent product replacements and/or
upgrades developed independently by third party hardware and software vendors,
VISIONAIR has no control over the turnover of product or obsolescence of technology of
third party products. CLIENT also acknowledges that VISIONAIR develops its Network
Hardware Specification Document based upon all of the third party product information
available at the time of publication. Therefore, with respect to third party hardware and
041206 Rev 1 Page 4 of 6
software, CLIENT shall retain the responsibility for the costs of purchase and installation
of hardware and software upgrades necessary to maintain the functionality of the
Licensed Software. VISIONAIR develops the Network Hardware Specification document
considering that no other software application will be installed, Additional hardware
specifications should be considered if the CLIENT intends to run other applications..
Additionally, the accumulation of data in CLIENT's database over a period of time may
require expanding the capacity of hard drives and memory of the system servers and
workstations in order to maintain performance at response times acceptable to the
CLIENT.. Subject to all of the affirmative duties and obligations of VISIONAIR under this
Software Maintenance Attachment, it is the CLIENT's sole responsibility to maintain the
system to ensure adequate response times.
13,. Product revisions and support, VisionAIR's obligation to provide support under this
Attachment diminishes as products are replaced by more current releases. The current,
generally available (referred to as GA), version of the software and the version
immediately preceding it are fully supported.. These two versions qualify for phone
support, engineered defect corrections and/or modifications required for the software to
operate as designed. Any versions older than the two referenced versions will receive
phone support and resolution of Priority 0 defects as they occur. VisionAIR will announce
the 'availability of new software releases to facilitate timely upgrade to avoid product
obsolescence,
14. Force Majeure, Neither party shall be liable or deemed in default for any failure in
performance hereunder resulting from any cause beyond its reasonable control.
15. Termination for Non-payment. If CLIENT is in default due to non-payment, and after
VISIONAIR has given CLIENT written notice and such default is not cured after 15 days
then VISIONAIR may terminate this Attachment at- any time upon written notice to
CLIENT.
16, Notices. Any Notice, request, instruction or other document pertaining to this
Attachment shall be sent to the appropriate party's address as set forth above, and shall
be deemed to have been duly given or served if delivered in person or deposited in the
United States mail, certified mail, return receipt requested.
17. Construction. This Attachment has been prepared jointly and will not be strictly
construed against either party.
18. General.. This Attachment shall be governed by the laws of the State of California.
This Attachment constitutes the entire Attachment between the parties hereto with
respect to maintenance of the Licensed Software and shall supersede all previous or
contemporaneous negotiations, commitments and writings with respect to matters set
forth herein. It may be only modified by writing signed by authorized representatives of
both parties.. The terms and provisions of this Attachment shall prevail over any
conflicting, additional or other terms appearing on any purchase order submitted by the
CLIENT at any time..
041206 Rev I Page 5 of 6
VisionAIR, Inc.
Signature: c i'h
Name: Mike Lyons
Title: Chief Executive Officer
Date: 130 1 hK
Client Name
Signature:
Name:
Title: Mayor / Mayor Pro-Tem
Date:
ATTEST:
By:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
041206 Rev
Page 6 01' 6
Vc. ♦44tr.S4{Sr<S.yih'L :6•An•ttv:YNn, iE '
17
Attachment D
To: Jim Rodino
VIA Fax: 323-826-1481
From: Donna Johnson
Vernon Police Department
4305 South Santa Fe Avenue
Vernon, CA 90058
VisionRMS, VisionMobile, Vision CAD
Re: Software Maintenance: August 25, 2008 through
August 24, 2009
MTC PLAN
VPR2-0
8 x 5
RMS Base 75-150K 10 Position
i
Total VisionRMS:
$9,454.00
VPC2-2
24 x 7
Base CAD 75-150K 1-2 Position
'total VisionCAD:
$16,961.56
VMBL-1
8 x 5
Vision Message Switch 20 Position
VMBLA2
8 x 5
Mobile Base Package w/NCIC/Car- 19 Position
Total VisionMobile:
$18,943.40
VINTSER
8 x 5
Software and Services Integration with CLETS
Total:
$2,491 J0
VINTSER
8 x 5
Live Scan Interface
Total:
$2,491.70
ADD on Mobile Jab#00 0179
Mobile Base Package w/NCIC/Car 2 Position
Total Add on Mobile:
Job#057048
Mobile Law Vehicle Workstation: 3 Position
Total:
Job#061003
CAD Zetron Encoder: 1 Position
Total•
Job#061038
Mobile Law Vehicle Workstation: 1 Position
Total:
Job#062040
Geo Relay: 7 Position
Total:
GeoComm GeoLynx Admin: 1 Client
Total:
GeoComm GeoLynx Software: 6 Position
Total:
Attachment D
8 x 5
$647.87
8 x 5
$756.84
24x7
$189.00
8 x 6
$179.00
24x7
$420.00
8x5
$302.50
8 x 5
$4,537.50
Attachment D
GeoComm Mobilynx Software: 20 Position
Total:
Job#0710814
CAD Rip/Run: 4 Position
Total:
Total Software Maintenance
Tax
Go To Assist Remote Connectivity Access Annual
Grand Total + Tax
Please review this support renewal quote. An Invoice will
be generated atleast 60 days prior to the current expire
date. Please advise if you have a specific invoicing
reference number for this budget allocation.
This support renewal quote is provided for budgetary
purposes on anticipated full year renewal. This quote is for
Software contractedipurchased as of this date and does not
include any other pending purchases. The software items
included with a "not live" statement will be prorated to
match the end date of this renewal term. Thank you for the
opportunity to serve you and your community.
Thank you,
Donna Johnson
Accounts Receivable Specialist
1-800-882-2108 ext 5166
E-Fax 801-340-9635
8 x 6
24x7
$3,781.26
$766.00
$61,812.31
$2,649.76
$400.00
$64,762.07
Attachment D
Maintenance Renewal Go To Assist FEE:
Remote Connection Software charge for master agreement covering secure, high-speed Internet based
remote connectivity software (such as Go ToAssist and Go ToMypC).
The contents of this email message may be privileged and/or confidential.. if you are
not the intended recipient, any review, dissemination, copying, distribution or
other use of the contents of this message or any attachment by you is strictly prohibited If you receive
this communication In error. please notify me Immediately by return e•mall or by telephone (80D 882 2108),
and please delete this message and all attachments from your system Thank you
I S i 1 R@
INVOICE
Invoice #: IVC09873
VERNCA01 Invoice Date: 6/20/2008
Department Your PO#: 08/09 SWMTC
Vernon Police De
p Date Due: 8/24/2008
Jim Rodino
4305 Santa Fe Avenue
Vernon, CA 90058
Quantity Description Per Unit Amount
1 RMS 8x5 Software Support
$9,454.00
$9,454.00
August 25, 2008 through August 24, 2009
VisionRMS Base: 10
1 CAD 24x7 Software Support
$16,961.55
$16,961.55
August 25, 2008 through August 24, 2009
VisionCAD: 1-2
1 Mobile 8x5 Software Support
$18,943.40
$18,943.40
August 25, 2008 through August 24, 2009
VisionMobile Message Switch, Mobile Base 19
1 Mobile 8x5 Software Support
$2,491.70
$2,491.70
August 25, 2008 through August 24, 2009
Software and Services Integration with CLETS
1 RMS 8x5 Software Support
$2,491.70
$2,491.70
August 25, 2008 through August 24, 2009
Live Scan Interface
1 Mobile 8x5 Software Support
$547.87
$547.87
August 25, 2008 through August 24, 2009
VisionMobile Base: 2
1 Mobile 8x5 Software Support
$756.84
$756.84
August 25, 2008 through August 24, 2009
VisionMobile Law Vehicle W/S: 3
1 CAD 24x7 Software Support
$189.00
$189.00
.
August 25, 2008 through August 24, 2009
CAD Zetron Encoder
1 Mobile 8x5 Software Support
$179.00
$179.00
August 25, 2008 through August 24, 2009
Mobile Law Vehicle W/S: 1
1 CAD 24x7 Software Support
$420.00
$420.00
August 25, 2008 through August 24, 2009
Geo Relay: 7
1 GeoComm GeoLynx Admin Support One Client GLA825M
$302.50
$302.50
August 25, 2008 through August 24, 2009
5601 Barbados Blvd. o Castle Hayne, NC 28429
800-882-2108 - 910-602-6190 fax e www.visionair.com
%a'
'Y I S ! 0 \I
VERNCA01
Vernon Police Department
Jim Rodino
4305 Santa Fe Avenue
Vernon, CA 90058
Quantity Description
INVOICE
Invoice #:
IVC09873
Invoice Date:
6/20/2008
Your PO#:
08/09 SWMTC
Date Due:
8/24/2008
Per Unit Amount
GeoComm Geolynx Admin: 1
GeoComm GeoLynx Software Support GL825M
$4,537.50
$4,537.50
August 25, 2008 through August 24, 2009
GeoComm Geolynx: 6
GeoComm Mobilynx Software Support ML100N"L"
$3,781.25
$3,781.25
August 25, 2008 through August 24, 2009
GeoComm Mobilynx: 20
CAD 24x7 Software Support
$756.00
$756.00
August 25, 2008 through August 24, 2009
CAD Rip/Run: 4
Go To Assist
$400.00
$400.00
DISDuted Pavments Mail To: VisionAIR. 5601 Subtotal $62,212.31
Barbados Blvd, Castle Hayne, NC 28429 Attn: Misc $0.00
Accounts Receivable. All other oavments remit to Tax $2,549.79
VisionAIR, Dept AT 952157, Atlanta, GA 31192-2157. Total $64,762.10
If you have any questions concerning this invoice, call:Accounts Receivable Department at 800-882-2108 X5162.
5601 Barbados Blvd. c Castle Hayne, NC 28429
800-882-2108 @ 910-602-6190 fax t www.visionair.com
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
September 18, 2008
VisionAir Inc.
Attn: Mike Lyons, Chief Executive Officer
5601 Barbados Blvd.
Castle Hayne, NC 28429-5655
Re: Software Service Attachment
Dear Mr. Lyons:
Transmitted herewith is a fully executed attachment as referenced
above, approved by City Council on August 18, 2008, through Resolution
No. 9693.
If you have any questions regarding this matter, please call Chief of
Police Towles, at (323) 583-8811 ext. 114.
ry truly yours,
11 -G
Y
City Clerk
NG:dr
c: Purchasing Department
Steve Towles
Resolution No. 9693
Agreement No. 08-078
Excfusively industfiaf
ATTACHMENT "D": SOFTWARE SERVICE ATTACHMENT
City of Vernon
4305 Santa Fe Avenue
Vernon, CA. 90058
March 30, 1999
This SOFTWARE SERVICE ATTACHMENT (hereinafter "Attachment") (incorporated in
to the Software License Agreement of March 30, 1999 as Attachment D) is entered into
by and between City of Vernon (hereinafter "CLIENT") and VISIONAIR INC., a North
Carolina based company with offices located at 5601 Barbados Blvd., Castle Hayne,
North Carolina 28429 (hereinafter "VISIONAIR").
VISIONAIR shall perform maintenance services on the Licensed Software and CLIENT
shall accept and pay for such services, pursuant to the terms and conditions herein
provided. Licensed Software shall mean the VISIONAIR software as described in the
Quotation (Attachment B to the Software License Agreement), as such may hereafter be
supplemented and as such Licensed Software may hereafter be updated with
improvements, enhancements and modifications furnished to CLIENT by VISIONAIR.
1.0 Initial Term. This Attachment shall become effective on the date shown above
(hereinafter "Effective Date"), and, unless sooner terminated as hereinafter provided,
shall remain in full force and effect for a period of no less than one year.
2.0 Automatic Renewal. Upon expiration of the Initial Term, this Attachment shall be
automatically extended on a year-to-year basis (herein after "Renewal term") unless sixty
(60) days prior to the expiration date of the Initial Term, or any Renewal term, a party
hereto gives written notice to the other party of its termination of the Agreement as of
such expiration date.
3.0 Covered Maintenance:
3.1 Commercial Off the Shelf Software (COTS). The term "Covered Maintenance" as
used herein means the periodic and on -call remedial maintenance VISIONAIR deems
reasonably appropriate and necessary to keep the CLIENT'S Licensed Software
functioning properly. Please see section 3.2 for Custom Solutions
(a) Telephone Support for the Licensed Software, utilizing an 800 line provided by
VISIONAIR. During the Initial Term, this telephone support will be based on the coverage
plan as specified in the Quotation.
(b) Standard upgrades and enhancements that are made to the Licensed Software.
VISIONAIR issues corrections, upgrades and enhancements to the software on an
ongoing basis. All modifications to the Licensed Software and related Documentation will
be made available to the CLIENT on standard electronic media (CD-ROM); remote
access through VisionAIR approved remote access products and protocols, dedicated
telephone dialup or Website download.
(c) Initial fact-finding (Tier 1) support for 3rd party software embedded or used in
conjunction with the application software. Tier 1 support does not include defect
resolution or modifications from VisionAIR. VisionAIR will escalate to the appropriate
vendor calls for service for 3rd party applications defect resolution or modifications.
041206 Rev 1 Page 1 of 6
(d) Correction of reported malfunctions ("defects") in the application software.
(e) Phone support assistance in updating new releases of the Licensed Software on
the CLIENT'S servers.
(f) Recording CLIENT's request for changes to the Software. A VISIONAIR Product
Manager will document the CLIENT's request and submit it for consideration in future
releases of the Software. VisionAIR is under no obligation to include the CLIENT's
request for change in any future releases of the Software.
Client Service personnel are available to answer questions related to the Software and to
provide solutions for issues within the Software. If an issue is defined as a defect, Client
Service will escalate the issue for resolution and provide the correction when available. A
"defect" is defined as an error in the code of the Licensed Software which prevents a
Module from operating in accordance with the VISIONAIR Documentation in any material
respect.
3.2 Custom Solutions (Applications):
(a) Telephone Support for the Licensed Software, utilizing a toll -free 800 telephone
number provided by VISIONAIR. During the Initial Term, this telephone support will be
based on the coverage plan as specified in the Quotation.
(b) Correction of reported malfunctions ("defects") in the VISIONAIR application software.
(c) Recording CLIENT's request for changes to the Software. A VISIONAIR Product
Manager will document the CLIENT's request and submit it for consideration in future
releases of the Software.
(d) Changes to the Custom Solution resulting from changes to VisionAIR products,
initiated by VisionAIR, which interfere with the intended functionality of the Custom
Solution
4.0 Exclusions from Covered Maintenance:
4.1 Commercial off the Shelf (COTS) Products:
(a) Repair of damage not caused by VISIONAIR, including without limitation, damage
resulting from accident, transportation, neglect or misuse, lightning, failure or fluctuation
of electrical power, air conditioning or humidity control, telephone equipment or
communication lines failure, failure of non-VISIONAIR interconnect equipment, or causes
other than normal operation procedures.
(b) Service which is impractical for VISIONAIR to render because of: alterations in the
Licensed Software made by persons other than VISIONAIR; the connection of equipment,,',,',,,,,,
and/or Software by mechanical or electrical means to another machine or device;
(c) Any repair of any damage to the Licensed Software caused by software or firmware
programming that is not provided or supported by VISIONAIR under section 3, Covered
Maintenance.
(d) This Attachment does not include professional services (on site training, installation or
upgrades of third party software applications used in conjunction with or required by any
VisionAIR specifications , data migrations, or project management) deemed necessary by
VisionAIR. On site services will be charged separately.
(e) Platform changes, including, but not limited to, Operating Systems, Hardware,
Telecom Equipment, etc.
041206 Rev Page 2 of 6
Custom Solutions (Applications) Exclusions:
(a) Platform changes, including, but not limited to, Operating Systems, Hardware,
Telecom Equipment, etc.
(b) Government mandated changes
(c) Changes to third party applications
(d) Requests for changes in the Custom Solution (Application)
(e) Biz Talk orchestrations including interfaces that are not associated with
VisionCONNECT.
(f) Other modifications or changes in software, hardware or configuration not related to
changes in the VisionAIR product, which are not initiated by VisionAIR.
(g) This Attachment does not include professional services (on site training, installation or
upgrades of third party software applications used in conjunction with or required by any
VisionAIR specifications , data migrations, or project management) deemed necessary by
VisionAIR. On site services will be charged separately.
5.0 Charges to CLIENTS:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are
set forth in the Quotation (Attachment B to the Software License Agreement).
Maintenance fees paid by CLIENT are non refundable.
(b) Charges for Billable Call Maintenance: The hourly rate charges are posted on the
Client Service Center Web page for both business hours and non -business hour rates.
(c) Charges for Travel: Upon prior written authorization, CLIENT shall pay for travel time
and travel expense in connection with Billable Call Maintenance. Travel time will be
charged to the CLIENT at one- half the Billable Call Rate. Travel expense will be charged
as incurred and includes tolls, parking and other out-of-pocket costs plus mileage at the
then current rates. There will be no additional charge to the CLIENT for travel expense
incurred in connection with Covered Maintenance.
(d) Charge for Software License Changes: All Covered Maintenance fees hereunder are
subject to increase or decrease upon any change in number of concurrent user licenses
or software modules licensed.
6.0 Client Responsibilities:
6.1 Remote Connectivity Maintenance Service. Client shall supply remote access to
Client's network, servers and workstations in order for VisionAIR to perform Covered
Maintenance, Billable Call Maintenance and Internet connection for the purpose of
allowing secure access via the Internet and the latest version of Microsoft's Internet
browser software (Internet Explorer) to any workstation or server covered by Maintenance
Service. VisionAIR may elect to use, at its sole discretion, properly licensed third -party
remote connectivity software owned by the client agency and installed on a system with
Internet connection. VisionAIR will not bear the burden of procuring and/or licensing any
remote connectivity software or loading it on VisionAIR Client Services systems. Client
shall also maintain a dedicated phone line, modem and Microsoft's current remote access
software (such as Remote Access Server — RAS) that can be enabled to allow VisionAIR
personnel to authenticate to their network for support purposes in the event that there are
unforeseen problems with the Internet method of connectivity.
041206 Rev 1 Page 3 of 6
6. 2. Backup of data. CLIENT is responsible to maintain a proper set of data backups in
the event that it becomes necessary to recover from a disaster.
7.0. Billable Call Maintenance. The term "Billable Call Maintenance" as used herein
means services provided by VISIONAIR that are not included under Covered
Maintenance. The rates for these services from 8:00 am to 5:00 pm and after 5:00 pm
and before 8:00 am EST for CLIENTS respective time zone shall be at the then currently
published rate. All billable service calls will have a minimum charge of two hours. Billable
service will be provided upon receipt of a Purchase Order, letter of authorization or credit
card information.
8.0. Changes in Charges. At least 120 days prior to the expiration of the Initial Term or
any Renewal term, VISIONAIR may make changes to the Covered Maintenance fees and
the Billable Call Rate, such changes to be effective at the commencement of the
immediately subsequent Renewal term, if any. CLIENT may terminate this Attachment
within sixty. (60) days after receipt of the first invoice with changed charges by giving
VISIONAIR sixty (60) days written notice of its intention to terminate, and this Attachment
will terminate as of the date for termination set forth in the CLIENT's notice to VISIONAIR
or at the end of such sixty (60) day period, whichever last occurs.
9.0. Payment. VISIONAIR will invoice the CLIENT in advance for each year for Covered
Maintenance. Such invoices will include pro rata charges or credits for any Covered
Maintenance of Licensed Software installed or removed during the previous term or prior
to the Effective Date. VISIONAIR will invoice CLIENT for Billable Call Maintenance as
incurred and CLIENT shall pay invoices for Covered Maintenance, including any invoices
outstanding on the Effective Date of this Attachment, on or prior to the commencement of
each term. The attached quote is hereby incorporated by reference. All payments shall be
paid by CLIENT within thirty (30) days upon receipt of invoice by CLIENT.
10. Disclaimer of Warranty. VISIONAIR makes no warranty of any kind, express or
implied, including without limitation, any warranty of merchantability or fitness for a
particular purpose with respect to the subject matter hereof, maintenance to be performed
by VISIONAIR pursuant to the terms hereof, or parts to be supplied hereunder.
11. Limitation of Liability. VISIONAIR SHALL NOT BE LIABLE FOR ANY DAMAGES
INCURRED, UNLESS SUCH DAMAGES ARE CAUSED BY THE NEGLIGENT OR
INTENTIONALLY TORTIOUS ACT OR OMISSION OF VISIONAIR, ITS EMPLOYEES
OR REPRESENTATIVES. IN NO CASE, HOWEVER, SHALL VISIONAIR BE HELD
LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. UNDER`NO
CIRCUMSTANCE SHALL VISIONAIR'S LIABILITY UNDER THIS ATTACHMENTi.
EXCEED THE AMOUNT ACTUALLY PAID TO VISIONAIR BY THE CLIENT UNDER
THIS ATTACHMENT.
12. Hardware and Network Upgrades. CLIENT acknowledges that due to the dynamic
nature of the information technology industry and frequent product replacements and/or
upgrades developed independently by third party hardware and software vendors,
VISIONAIR has no control over the turnover of product or obsolescence of technology of
third party products. CLIENT also acknowledges that VISIONAIR develops its Network
Hardware Specification Document based upon all of the third party product information
available at the time of publication. Therefore, with respect to third party hardware and
041206 Rev] Page 4 of 6
software, CLIENT shall retain the responsibility for the costs of purchase and installation
of hardware and software upgrades necessary to maintain the functionality of the
Licensed Software. VISIONAIR develops the Network Hardware Specification document
considering that no other software application will be installed. Additional hardware
specifications should be considered if the CLIENT intends to run other applications.
Additionally, the accumulation of data in CLIENT's database over a period, of time may
require expanding the capacity of hard drives and memory of the system servers and
workstations in order to maintain performance at response times acceptable to the
CLIENT. Subject to all of the affirmative duties and obligations of VISIONAIR under this
Software Maintenance Attachment, it is the CLIENT's sole responsibility to maintain the
system to ensure adequate response times.
13. Product revisions and support. VisionAIR's obligation to provide support under this
Attachment diminishes as products are replaced by more current releases. The current,
generally available (referred to as GA), version of the software and the version
immediately preceding it are fully supported. These two versions qualify for phone
support, engineered defect corrections and/or modifications required for the software to
operate as designed. Any versions older than the two referenced versions will receive
phone support and resolution of Priority 0 defects as they occur. VisionAIR will announce
the availability of new software releases to facilitate timely upgrade to avoid product
obsolescence.
14. Force Majeure. Neither party shall be liable or deemed in default for any failure in
performance hereunder resulting from any cause beyond its reasonable control.
15. Termination for Non-payment. If CLIENT is in default due to non-payment, and after
VISIONAIR has given CLIENT written notice and such default is not cured after 15 days
then VISIONAIR may terminate this Attachment at any time upon written notice to
CLIENT.
16. Notices. Any Notice, request, instruction or other document pertaining to this
Attachment shall be sent to the appropriate party's address as set forth above, and shall
be deemed to have been duly given or served if delivered in person or deposited in the
United States mail, certified mail, return receipt requested.
17. Construction. This Attachment has been prepared jointly and will not be strictly
construed against either party.
18. General. This Attachment shall be governed by the laws of the State of California.
This Attachment constitutes the entire Attachment between the parties hereto with
respect to maintenance of the Licensed Software and shall supersede all previous or
contemporaneous negotiations, commitments and writings with respect to matters set
forth herein. It may be only modified by writing signed by authorized representatives of
both parties. The terms and provisions of this Attachment shall prevail over any
conflicting, additional or other terms appearing on any purchase order submitted by the
CLIENT at any time.
041206 Rev1 Page 5 of 6
VisionAIR, Inc.
1'
Signature:. 6-0��
Name: Mike Lyons 0
Title: Chief Executive Officer
Date:
A EST:
MANUELA GIRON, ty Clerk
APPROVED S TO FORM:
JE A. RRISON, City Attorney
Client Name
Signature: rz
Name:_ Leonis C. Malburg
Title: Mayor
Date: �d
041206 Rev 1 Page 6 of 6