Resolution No. 09965
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1 RESOLUTION NO. 9965
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
4 CITY OF VERNON LICENSE AND SUPPORT AGREEMENT
5 RENEWAL BY AND BETWEEN THE CITY OF VERNON AND
DECADE SOFTWARE COMPANY, LLC FOR ENVIRONMENTAL '
6 HEALTH SOFTWARE AND SERVICES
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8 WHEREAS; on May 23, 2001, the City Council of the City of
9 Vernon adopted Resolution No. 7756 approving an Agreement for e
10 Environmental Health Data Management Services (the "Agreement") with
11 the California Association of Environmental Health Administrators
12 ("CAEHA") and Decade Software Company, LLC ("Decade"); and
13 WHEREAS, on October 20, 2004, the City Council of the City .
14 of Vernon adopted. Resolution No. 8566 consenting to the assignment by
15 CAEHA of its rights,. title, interest and obligations under the..
16 .Agreement to Decade and approving City of Vernon License-and Support
17 Agreement Renewal, Agreement Number 1.091-2004 for the period of July
18 1, 2004 through June 30, 2005; and
19 WHEREAS, on June 21, 2006, the City Council of the City bf
20 Vernon adopted Resolution No. 9081 approving the renewal of the
21 Agreement for. the period July 1, 2006 through June 30, 2007; and
22 WHEREAS, June 5, 20.07, the City Council of the--City of
23 Vernon adopted Resolution No. 9335 approving the renewal of the
24 Agreement for the period July 1, 2007 through June 30, 2008; and
25 WHEREAS, on July 7, 2008, the-City Council of the City of
26 Vernon adopted Resolution No. 9655 approving the renewal of the
27 Agreement for the period of July 1, 2008 through June 30, 2009;-and
28 WHEREAS, the Agreement provides for automatic renewal for
1 successive one (1) year terms on July 1St of each year-with the same
2 conditions in effect on June 3-0th of the preceding-term; and.
3 WHEREAS, Decade has submitted a new City of Vernon License
4 and Support Agreement Renewal, Agreement Number 1091-2009 (the
5 "Renewal Agreement"), for the period July 1, 2009 through June 30,
6 2010;.and'
7 WHEREAS, by memo dated May 7, 2009, the. Director of .Health &
8 Environmental Control has recommended the approval of the Renewal
9 Agreement; and
10 WHEREAS, the City Council of the City~of Vernon has
11 determined that, pursuant to the provisions of .subsection (a) of
12 Section 2.27 of the Vernon City Code, it is in-the public interest and
13 necessity to enter. into the Renewal Agreement with Decade.
14 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
15 CITY OF VERNON AS FOLLOWS:
16 SECTION 1: The City Council of the City of Vernon hereby
17 finds and determines that the recitals contained hereinabove are true
18 and correct.
19 SECTION 2: ..The City Council of the City of Vernon hereby
20 approves the City of Vernon License and Support Agreement Renewal,
21 Agreement Number, 1091-2009 with Decade Software Company, LLC, a copy
22 of which .is attached hereto as Exhibit A and incorporated by
23 reference.
24 SECTION 3: The City Council of-the City of Vernon hereby
25 authorizes the Mayor or Mayor .Pro-Tem to execute said Agreement for,
26 and on behalf of,-.the City of Vernon and the City Clerk, or Deputy-
27 City Clerk, is hereby authorized to attest thereto:
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1 SECTION 5: The City Council of the City of Vernon hereby
2 directs the City Clerk, or her designee, to send a fully :executed
3 Agreement to:
4
Decade Software Company, LLC
5 Attn. Kevin Delaney, Managing Member .
6 4201. W. Shaw Avenue, Suite 102
Fresno, CA 93722
8 SECTION 6: The City Clerk. of the City of~Vernon shall
9 certify to .the passage of this. resolution, and thereupon and .
10 thereafter the same shall be in full force and effect.
11 APPROVED AND ADOPTED this 1St day of June, 2009..
12
14 Name: ~~-l~xio Gonzales
15 y _TS?
~r.r `~Qy~
Title: Ma or Prn m
16 ATTEST:
17
UELA GIRO ity Clerk
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1 STATE"OF CALIFORNIA )
2 ) ss "
COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the-City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9965, was
6 duly adopted-by the City Council of the City of Vernon at regular
7 meeting of the City Council duly held on Monday, June 1, 2009, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem. of the City of
9 Vernon.
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MANUELA GIRON, City Clerk
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13 (SEAL)
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EXHIBIT A
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1
®EC~I®E
5 O F 4 W A R i
CO~MPANIf, LLB
~ca~:ot~nrare Company, LLC
City ®f Vern®n Health ~ Environmental
Contr®I Department
License and Support Agreement
Agreement fVumber 1091-2009
Revision 1.0
5/6/2009
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 iricrease.
c s
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 ..........................................................................................................................:........................:9
9. Client Responsibilities ..........................:....:..:................................................................:.......,................:............:.......10
10. Version and Module Upgrades .............................................................................................................:........:.......................10
11. Early Termination ............................................................:.........................................:.......................................................:10
12: Actions Upon Ternunation ....................................................::...........................................................:.................................11
13. Access to Client Systems .................:...............:.........:.:...........................:...............................................:........................:..11
14. Notice ...:...........:..:....:.................................:....:.....:....:.............................................::..............:...:.........................:..:....::.11
I5. General ......................................................................................,........:...........:..:.....:......:...:...:...............:................:.:.......12
16. Acceptance of Agreement :..........................:............:...........:.:..........................:...............:.....................:.....:......................13
Appendix A, Volumes, Prices, and Payment Schedule for License Fees ..................................:................:.....................:.......:.....:14
Appendix B. Dates and Term: ............:..:............::...:..:..............:..................:...........:..:......:..........:........................:...:...:.........16
Appendix C. Migration Services
..17
Appendix D. Professional Services Rates .....................:...........:...............................::.....:.:................:.....:.......................:........18
Appendix E. Third Party Software ................:.........................::...............:...............:..............:...........................;.................:...19
License and Support Agreement ~
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Decade Software Company, CLC
LICENSE AN® SUPPORT AGREEIVIEIVT
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: marketed using the
trade name Envision/EnvisionConnect;
AND WHEREAS Client desires to obtain from Decade a revocable, non-exclusive, non-sublicensable and
non-transferable license for the.City of Vernon Health & Environmental Control Department 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:-
Appendiz 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: 1.0 Revision Date: sisi2oos initial _ .initial
License and Support Agreement 2
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 documentationand materials provided to Client under the terms of
this Agreement. Licensed Materials shall not include Decade 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. Decade Source Code. The term "Decade 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. Decade 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.documenf and
process required to authorize professional services which are outside of those agreed to in
Appendix C, Migration Services.
1.9. EnvisionConnect. The term EnvisionConnectshsll 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 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 revocable, non-exclusive, non-sublicensable and,
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.
City of Vernon. Health & Environmental Control Department ~r~
Revision: 1.0 Revision-Date: s/s~2oos initial initial €--rj
License and Support Agreement g
Decade SoftwaYe Company; LLC - -
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 the Decade copyright notice on`all copies, in whole
or in part,. of any form. Client agrees to receive prior written approval from Decade before
copying any portion of the Licensed Programs for any other purpose, which Decade may, at its
sole and- unfettered discretion,, grant or-not grant
2.3. Clientmay not assign, sublicense or othenrise transfer, in whole or in part, the License,
the Licensed Materials, 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. O~runership
3.1. Decade is the lawful owner or licensee 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. AID 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 Decade's
property rights in the Licensed Materials and shall,. under no circumstances, sell, lease,
sublease, sublicense, assign, barter, encumber 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 Decade. However the Client may
merge the Licensed Materials into other materials to forma .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 Decade 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.
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: 5/si2oos initial - mitiai
License and Support Agreement 4
Decade Software Company, LLC - _ - - -
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 xelief 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 1°axes
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, thaf 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 transferto
.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 salesand
use tax, and hourly-based professional services, otherthan training and.file conversion-for the
Licensed Programs, are not.
If Clienfi 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, and remitting all applicable
sales and use taxes as appropriate.
4.5. Decade will assess and Client agrees to pay a late charge of 1 '/2 % per .month, or the
highest amount allowed by law, for each month a payment is 30 days past due.
46. 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 thesa items are due and payable when invoiced.
City of Vernon Health & Environmental Control Department
Revision:. 1.0 Revision Date: sisi2oos initial _ initial l~i'1
License and Support Agreement _ _ _ 5
Decade Software Company, LLC
5. ~U~~61'~ ~~1"VIC~S
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 California 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.
Authorized callers will be limited to the Client's Primary TT and Primary
Customer Service Contacts.
5,2. Web-based Support All clients have 24-hour access to Decade's. web resources.
• Incident Reporting
• Resolution Reporting.
• System Documentation
• "Did You Know" Articles
• Online Support Forms
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 reasonable effort to correct the.
error or malfunction.
5.4. User Group User group meetings occur on a frequency determined bythe user
Meetings 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 attended Client's initial training. Refresher training does not
include training for new Licensed Programs or Client staff that who have
not been trained before, which are billable services.
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: s/s/2oo9 initial _ initial
License and Support Agreement 6
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/downloadusefol 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 aClient-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. Unless required by
law, Decade will not release-any Client information to a third party
without prior authorization from the Client.
5.9. Decade has the right to eliminate, add to, or modify the services outlined
in sections 5.6 through 5.8.
Items ~lc~t 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 Appendix C contains prices for Migration Services that are agreed upon as a
condition- of this Agreement. Services not specifically included within this Agreement 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 California State holidays
Working ,Hours. excluded. If 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
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: sisi2oo9 initial initial
License and Support Agreement 7
Decade Software Company, LLC
6.5. Custom
Programming
6.6. Software
Implementation
6.7. Initial and New Staff
Training
6.8. Client will reimburse Decade. for out-of-pockef 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 $1 OOOO per -
incident.
7. Vliarrar~ty and ~6mitati~n a~ ~e~~de's-Liabi ity
7.1. Decade warrants that the. media used to deliver the Licensed Materials #o Client is free
from mechanical.or recording .defects, and if such. defects are found, Decade-will immediately
replace-thedefective media.
7.2. Decade warrants that it is the owner or licensee of the Licensed Materials and that it has
-the right to grant the License granted hereunder.
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:
7.3.1. .The Licensed Programshave notbeen modified, changed or altered by anyone
other than Decade or as authorized by Decade in writing;
7.3.2. Client is operating the then-current version of the Licensed Programs;
7.3.3. Client's computer system is in good operating order and is installed in a suitable
operating environment;
7.3.4. .Client's-computer system configuration used in the operation' of the Licensed'
Programs meets Decade's approved specifications;
7.3.5. The error or defect is not caused by Client or its agents, employees or
contractors;
7.3.6. Client promptly notifies Decade of the error or defect when; it is discovered;-
7.3.7. All fees then due to Decade have been paid; and
7.3.8.. Client is not otherwise in breach of its obligations under this Agreement.
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: slsi2oos ~nitiaf_ ~nitiai
License and Support Agreement g
.Decade-Software Company, LLC - - - _ -
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 HEREIN, 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 CLIENT IN CONNECTION WITH THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. AS AN EXPRESS LIMITATION OF LIABILITY,
CLIENT'S SOLE AND EXCLUSIVE REMEDIES AND DECADE'S ONLY OBLIGATIONS
UNDER THE WARRANTIES SET FORTH-ABOVE AND THIS AGREEMENT IS TO CAUSE
THE LICENSED PROGRAMS TO OPERATE SUBSTANTIALLY IN ACCORDANCE 1NITH
DECADE'S THEN-CURRENT LICENSED MATERIALS OR TO CORRECT THE THEN-
CURRENT LICENSED MATERIALS.
7.5.1. The limitation of liability described in this Section 7.5 excludes damages arising firom
crimes, torts or intentional acts of Decade and their respective,. employees, officers,
or agents which result in personal injury, tangible property damage or death to any
person. This exclusion shall not apply to any claims with respect to the Licensed
Program: or the performance of Decade under this Agreement (except as they may
result in personal injury, tangible property damage or death):`
7.5.2. For the purposes of this limitation, electronic data is not tangible property. As used in
this definition; electronic data means information, facts or programs stored as or on,
created or used on, or transmitted to or from computer software, including systems
and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells data
processing devices or any other media`which are used with electronically controlled
equipment.
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 DTHER 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, EXCEPT AS
EXPRESSLY PROVIDED HEREIN, DECADE SHALL NOT BE LIABLE FOR ANY LOSS,
COST, EXPENSE OR DAMAGE TO CLIENT IN AN AMOUNT EXCEEDING THE SUM OF THE
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision bate: sisi2oos initiai _ initiai
License and Support Agreement 9
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Decade Software Company, LLC
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 FAILURETO ACT. OF DECADE; OR (C) ANY
CLAIM MADE AGAINST CLIENT BY ANY OTHER PARTY, EVEN IFbECADE 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.
finding ®ispute 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 parry served on the other, and if the
mediator determines that he 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 ofthe dispute, the dispute resolution process and the arbitrators' award shall be maintained
confidential, provided that the arbitrators' .award maybe 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: 1.0 Revision Date: sisi2oos tnitiai _ initia~
License and Support Agreement 10
Decade-Software-C-ompany- L-L-C - - -
9. Client Responsibilities
Client is responsible for the following:-
9.1. Timely payment of Decade invoices.
9.2. Implement a test system and use to install. new Versions of-the Software prior to installing
in a production environment.
9.3. Provision of appropriate operating environment for Client's computer system, Client
employees, and Decade staff when at Client location.
9.4. Provision of knowledgeable, competent operators with an understanding of Client's
operations.
9.5. Scheduled training to properly prepare Client's staff #o use Licensed Programs.
9.6. Backing up files and Licensed Programs daily; or whenever they change, and keeping
them in a secure place.
9.7. Notifying Decade of a problem as soon it appears.
9.8. Management of Client data entered and accessed through the Licensed Programs. This
includes adding, deleting,. updating and maintaining all Client data.
1Q. Version and l~lodule 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 levelof 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
1 l.l. 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
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: sisi2oog initial initial
License and Support Agreement 11
Decade-Software-Company,,-LLC
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.
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. ~CCess to client Systems.
13.1. 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
14. 1VOtLCe
14.1. 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
Title: Managing Member
Phone: 800-233-9847 ext 703
Fax: 559-271-2892
E-mail: kevindelaney~ic
,decadesoftware.com
For Client:
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: 5isi2oos ~nitia~ ~nitiai
License and Support Agreement 12
Decade-Software-Company,LL-C - - - -
Lewis Pozzebon
Director
4305 Santa Fe Avenue
-Vernon, CA, 90058
Phone: (323) 583-8811 x229
Fax: (323) 588-4320
E-mail: lpozzebon@ci.vernon.ca.us
~5. General
15.1. 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.
15.2. 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 o enforce compliance with any
clause shall not constitute a waiver of such clause.
15.3.. This Agreement shall be governed by California law, and the court of competent
. jurisdiction shall be in Fresno, California.
15:4. 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..
15.5. This Agreement replaces-all .other prior agreements, orally oc 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.
15.6. 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: 1.0 Revision Date: sis/loos initial initial
License and Support Agreement 13
Decade Software-C-ompany-L-L-C - -
lf6 ~CCeptanCe of ~4~reem~nt
Decade and Client have caused this Agreement to be executed by their duly authorizedrepresentatives on
the respective dates entered below: _
Ci#y of Vernon
By:
HILARIO GONZALES, 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.
®ecade .Software Company, LLC
J ~
Kev~ Blaney, anaging Me er Date Agreed
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: sisi2oos initial _ tnitiai
License and Support Agreement 14
p Y---- -
Decade-Software-C-om an , LLC - - - -
Appendix A. Volumes, Prices, and Payment Schedule for
License Pees
A.1 Number of Inspectors
Inspectors and Program Areas Numbers
Number of Inspectors 7
Number of Inspectors Using FIS/EnvisionConnect Remote 6
~Ice~se~l 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
~.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
Subtotal $19,456.50
Ck ASP Hosting Services
ASP Flat Fee per Agency $
ASP Per Inspector Fee $
Subtotal
Total Recurring Fees $19,456.50
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: s/si2oos initial initial
License and Support Agreement ~ 15
Decade Software CompanyLLC _
The following Professional Services Fees cover all services outlined in Appendix C, Migration Services.
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 $O.Ob
Public User Portal Set Up $0.00
Interface Design $0.00
Project Travel $0.00
Professional Services -Project#2007-034 Silver- Migration $3,240.00
Total Professional Service Fees $3;240.00
A.4 Payr~nent Frequency
Annual License and Support Fees will be paid on the following schedule:
Ck Payment Frequency
Annually
.Quarterly
Monthly
~.5 Client faxes
Tax Rate Exempt Exemption Number:
A.6 Client Contact for filling 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: lpozzebon@ci.vernon.ca.us
City of Vernon Health. & Environmental Control Department
Revision: 1.0 Revision Date: 5isi2oos initial Initial
.License and Support Agreement 16
Decade-Software-Company,,-LLC - - - - _ _ -
Appendix B. Dates and 'g'erm
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, 07/01/09 to 06/30/10.
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: 07/01/09
Agreement Term Begins 07/01/09
Agreement Term Ends 06/30/10
Implementation Start Date: N/A
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: sis/2oo9 initial ?nitiai l"`d
1
..License and Support Agreement 17
Decade Software Company, LLC
Appendix C. 10/Iigration Services
Decade will. provide the EnvisionConnect Upgrade package checked. below:
Oh.D 0~~
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. _
_ 1L'~E PAOI~AE
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)
• Pertorm 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: 1.0 Revision Date: sisi2oos initial Initial
f I.. - '
License and Support Agreement 18
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 maybe increased annually on the Anniversary Date, upon at least: sixty (60) days prior
notice to client.
City of Vernon Health & Environmental Control Department
Revision: 1:0 Revision Date: sisi2oo9 initial _ initial
License and Support Agreement ~ g
Decade-Software-Company,-L-LC -
Appendix E. Third Party Software
~~s~r~~~~ Q~Sj~~~~ ~r~sta~ R~~S®rts
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 aserver-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.
16.1. Client agrees not to modify, disassemble, decompile, translate, adaptor reverse-engineer
the Runtime Producfi or the report file (.RPT) format;
16.2. Client agrees not to distribute the Runtime Product fo any third party;
16.3. Client agrees not to use the Runtime Product to create for distribution aproduct-that is
generally competitive with Business Objects product offerings;
16.4. 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;.
16.5. 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;
16.6. 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: 1.0 Revision Date: sisi2oos in~tiai - mitiai r~~
~ /
~ ~ '
r-.-~.
h. ~
[yt~~` ~
,.r
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811.
.June 3, 2009
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 June 1, 2009,
through Resolution No. 9965.
If you have any questions regarding this matter, please call Mr.
Lewis Pozzebon, at (323') 583-8811 ext. 229.
Very truly yours,
~i
i ~ l
Nelly Gi
City Clerk
NG:dj
cs Lewis Pozzebon
Purchasing Department
Resolution No. 9965
Agreement File No. 09-081
ExclusiveCy Industrial
r
¦
¦ ¦
¦ •
¦
.DECADE
8 0 F T W A R!
COMPANY, LLB
Decade Software Company, LLC
City of Vernon Health & Environmental
Control Department
License and Support Agreement
Agreement Number 1091-2009
Revision 1.0
5/6/2009
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.
on en s
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 ....................................................................................................................................................9
9. Client Responsibilities .........................................................................................................................................................10
10. Version and Module Upgrades ..............................................................................................................................................10
1 I. Early Tenrunation ...............................................................................................................................................................10
12. Actions Upon Termination ....:..............................................................................................................................................11
13. Access to Client Systems .....................................................................................................................................................11
14. Notice ................................................................................................................................................................................11
15. General ...................................................................................................................................:..........................................12
16. Acceptance of Agreement ....................................................................................................................................................13
Appendix A. Volumes, Prices, and Payment Schedule for License Fees ........................................................................................14
Appendix B. Dates and Term ...................................................................................................................................................16
Appendix C. Migration Services ..............................................................................................................................................17
Appendix D. Professional Services Rates ..................................................................................................................................18
Appendix E. Third Party Software ............................................................................................................................................19
L-icense-and-Support-Agreement - - 1--- -
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 marketed using the
trade name Envision/EnvisionConnect;
AND WHEREAS Client desires to obtain from Decade a revocable, non-exclusive, non-sublicensable and
non-transferable license for the City of Vernon Health & Environmental Control Department 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: 1.0 Revision Date: 5isi2oos Initial .Initial
L-icense-and-Suppor-t-Agreement- - - - - ------2-- -
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 Decade 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. Decade Source Code. The term "Decade 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. Decade 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, Migration Services.
1.9. EnvisionConnect. The term EnvisionConnectshatl 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 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 revocable, non-exclusive, non-sublicensable and,
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.
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: 5isi2oos initial initial
- L-icense-and-Support-Agreement- - - - - -3--- -
Decade Software Company, LLC
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 the Decade copyright notice on all copies, in whole
or in part, of any form. Client agrees to receive prior written approval from Decade before
copying any portion of the Licensed Programs for any other purpose, which Decade may, at its
sole and unfettered discretion, grantor not grant
2.3. Client may not assign, sublicense or otherwise transfer, in whole or in part, the License,
the Licensed Materials, 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 or licensee 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 Decade's
property rights in the Licensed Materials and shall, under no circumstances, sell, lease,
sublease, sublicense, assign, barter, encumber 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 Decade. However the Client may
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 Decade 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.
.City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: 5is/loos Initial Initial
- -License-and-Suppor-t-Agreement- - --4----------_
Decade Software Company, LLC
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 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, and remitting all applicable
sales and use taxes as appropriate.
4.5. Decade will assess and Client agrees to pay a late charge of 1 % 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: 1.0 Revision Date: 5isi2oos initial initial
_--License-and-Support-Agreement--- -5 -
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 California 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.
Authorized callers will be limited to the Client's Primary IT and Primary
Customer Service Contacts.
5.2. Web-based Support All clients have 24-hour access to Decade's web resources.
• Incident Reporting
• Resolution Reporting
• System Documentation
• "Did You Know" Articles
• Online Support Forms
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 reasonable effort to correct the
error or malfunction.
5.4. User Group User group meetings occur on a frequency determined by the user
Meetings 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 attended Client's initial training. Refresher training does not
include training for new Licensed Programs or Client staff that who have
not been trained before, which are billable services.
City of Vernon Health & Environmental Control Department ~
Revision: 1.0 Revision Date: s/s/2oo9 Initial Initial
- - - License-and Support-Agreement - - -6- -
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/downloadusefol 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. Unless required by
law, Decade will not release any Client information to a third party
without prior authorization from the Client.
5.9. Decade has. the right to eliminate, add to, or modify the services outlined
in sections 5.6 through 5.8.
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 Appendix C contains prices for Migration Services that are agreed upon as a
condition of this Agreement. Services not specifically included within this Agreement 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 California State holidays
Working Hours excluded. If 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
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: 5isi2oos Initial Initial
-License-and-Support-Agreement - - - 7- -
Decade Software Company, LLC
6.5. Custom
Programming
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 or licensee of the Licensed Materials and that it has
the right to grant the License granted hereunder.
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:
7.3.1. The Licensed Programs have not been modified, changed or altered by anyone
other than Decade or as authorized by Decade in writing;
7.3.2. Client is operating the then-current version of the Licensed Programs;
7.3.3. Client's computer system is in good operating order and is installed in a suitable
operating environment;
7.3.4. Client's computer system configuration used in the operation of the Licensed
Programs meets Decade's approved specifications;
7.3.5. The error or defect is not caused by Client or its agents, employees or
contractors;
7.3.6. Client promptly notifies Decade of the error or defect when it is discovered;
7.3.7. All fees then due to Decade have been paid; and
7.3.8. Client is not otherwise in breach of its obligations under this Agreement.
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: 5isi2oos Initial Initial
- --License-and-Support-Agreement-- - - - ----8---- -
Decade Software Company, LLC
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 HEREIN, 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 CLIENT IN CONNECTION WITH THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. AS AN EXPRESS LIMITATION OF LIABILITY,
CLIENT'S SOLE AND EXCLUSIVE REMEDIES AND DECADE'S ONLY OBLIGATIONS
UNDER THE WARRANTIES 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.
7.5.1. The limitation of liability described in this Section 7.5 excludes damages arising from
crimes, torts or intentional acts of Decade and their respective, employees, officers,
or agents which result in personal injury, tangible property damage or death to any
person. This exclusion shall not apply to any claims with respect to the Licensed
Program or the performance of Decade under this Agreement (except as they may
result in personal injury, tangible property damage or death).
7.52. For the purposes of this limitation, electronic data is not tangible property. As used in
this definition, electronic data means information, facts or programs stored as or on,
created or used on, or transmitted to or from computer software, including systems
and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells data
processing devices or any other media which are used with electronically controlled
equipment.
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, EXCEPT AS
EXPRESSLY PROVIDED HEREIN, DECADE SHALL NOT BE LIABLE FOR ANY LOSS,
COST, EXPENSE OR DAMAGE TO CLIENT IN AN AMOUNT EXCEEDING THE SUM OF THE
City of Vernon Health & Environmental Control Department rte.
Revision: 1.0 Revision Date: 5/s/loos Initial Initial
- -License-and Support-Agreement- - - - - ----9-- -
Decade Software Company, LLC i
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 maybe 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: 1.0 Revision Date: sisi2oos Initial Initial
- - - License-and Support-Agreement- - - - - - -10 -
Decade Software Company, LLC
9. Client Responsibilities
Client is responsible for the following:
9.1. Timely payment of Decade invoices.
9.2. Implement a test system and use to install new Versions of the Software prior to installing
in a production environment.
9.3. Provision of appropriate operating environment for Client's computer system, Client
employees, and Decade staff when at Client location.
9.4. Provision of knowledgeable, competent operators with an understanding of Client's
operations.
9.5. Scheduled training to properly prepare Client's staff to use Licensed Programs.
i
9.6. Backing up files and Licensed Programs daily, or whenever they change, and keeping
them in a secure place.
9.7. Notifying Decade of a problem as soon it appears.
9.8. 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
1 l.l. 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
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: sisi2oos Initial .Initial
License-and-Support-Agreement- - - 1-1----
Decade Software Company, LLC
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.
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. Access to Client Systems
13.1. 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.
14. Notice
14.1. 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
Title: Managing Member
Phone: 800-233-9847 ext 703
Fax: 559-271-2892
E-mail: kevindelane~cr,decadesoftware.com
For Client:
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: 5isi2oo9 Initial Initial
- ---License-and-Support-Agreement 1-2
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: lpozzebon@ci.vernon.ca.us
15. General
15.1. 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.
15.2. 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.
15.3. This Agreement shall be governed by California law, and the court of competent
jurisdiction shall be in Fresno, California.
15.4. 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.
15.5. 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.
15.6. 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: 1.0 Revision Date: 5isi2oos initial Initial
L-icense-and-Support-Agreement 13
Decade Software Company, LLC
16. 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~.~~ ~rti-ae~L~v~
HILARIO GONZALE ;Mayor
ATTEST:
~~3~~~
ANUELA GIRON, ERK
APPROVED AS TO FORM:
JEFF ION, 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
~°~w~9
Kevi Blaney, anaging Mem er Date Agreed
City of Vernon Health & Environmental Control Department r
Revision: 1.0 Revision Date: 5/si2oos initial Initial
L-icense-and Support-Agreement 14-
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 Remote 6
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
Subtotal $19,456.50
Ck ASP Hosting Services
ASP Flat Fee per Agency $
ASP Per Inspector Fee $
Subtotal
Total Recurring Fees $19,456.50
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: sis/loos Initial Initial
- L-icense-and-Support-Agreement 15-
Decade Software Company, LLC
The following Professional Services Fees cover all services outlined in Appendix C, Migration Services.
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
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: lpozzebon@ci.vernon.ca.us
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: s/s/loos initial Initial
License-and-Support-Agr-Bement 1-6
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, 07/01/09 to 06/30/10.
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 /09
Agreement Term .Begins 07/01/09
Agreement Term Ends 06/30/10
Implementation Start Date: N/A
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: sisi2oos Initial Initial
L-icense-and-Support-Agreement ~ 17
Decade Software Company, LLC
Appendix C. Migration Services
Decade will provide the EnvisionConnect Upgrade package checked below:
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. ~I
IV PARKA
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: 1.0 Revision Date: sisi2oos Initial Initial
-L-icense and Support-Agreement 18
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 maybe increased annually on the Anniversary Date, upon at least sixty (60) days prior
notice to client.
City of Vernon Health & Environmental Control Department
Revision: 1.0 Revision Date: 5isi2oos Initial Initial
L-icense-and-Suppor-t-Agreement 19
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 aserver-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.
16.1. Client agrees not to modify, disassemble, decompile, translate, adaptor reverse-engineer
the Runtime Product or the report file (.RPT) format;
16.2. Client agrees not to distribute the Runtime Product to any third party;
16.3. Client agrees not to use the Runtime Product to create for distribution a product that is
generally competitive with Business Objects product offerings;
16.4. 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;
16.5. 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;
16.6. 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: 1.0 Revision Date: 5isi2oos Initial Initial ~j
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~'°~---.a.~.
HEALTH ~ E'NVIRCINMENTAL CONTROL DEPARTMENT
DATE: May 7, 20Q9
TO: Mayor and City Council MAY 1 1 2009
FROM: ,Lewis Pozzebon, Director /Health Officer CITY CLERK'S OFFICE
a
RE: Request for Approval of Environmental Health Software License and
Support Agreement
Since 2001, our department has utilized Envision, an environmental health management
software system developed by Decade Software Company, LLC (Decade) to manage and
track inspection and health permit fee data. For example, we used the Envision system to
invoice and collect over $650,000 in fees in 2008. The City's use of the Envision software is
authorized under an annual license and software agreement with Decade. On July 7, 2008,
the City Council approved Resolution No. 9655 for the current year agreement with Decade.
Decade has forwarded a revised License and Support Agreement Renewal that extends the
term for another year (July 1, 2009 through June 30, 2010). Two duplicate signed originals
are attached. No fee increase is included in the new agreement.
Our department is satisfied with the services and software Decade is providing and we are
requesting approval of the new agreement for July 1, 2009. through June 30, 2010,
Please let me know if you need further information.
Attachment
Xc: Jeff Harrison, City Attorney
Judy Lehr, Legal Secretary ~S