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Resolution No. 10123RESOLUTION NO. 10,123 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A SOFTWARE SERVICE AGREEMENT WITH 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 with VisionAIR, Inc formerly VisionAir and Vision Software, Inc. ("VisionAIR"), for its purchase of a GeoComm mapping software package for the Vernon Police Department patrol vehicles and Communications Center; and WHEREAS, VisionAIR has submitted a renewal quotation for the period August 25, 2009 through August 24, 2010 for the sum of Sixty - Six Thousand One Hundred Twenty -Nine Dollars and Eighty -Three Cents ($66,129.83), including tax, for the maintenance of CAD, MCT, RMS, GeoComm Software and GeoComm GeoLynx 9-1-1 software; and WHEREAS, VisionAir is the only supplier who can provide the annual software support services necessary to maintain the CAD, MCT, RMS, GeoComm Software and GeoComm GeoLynx 9-1-1 software; and WHEREAS, the Director of Business Services/Personnel by Staff Report dated December 15, 2009, has recommended that the Agreement with VisionAIR be renewed for the period August 25, 2009 through August 24, 2010; and Council of the City of Vernon has WHEREAS, the City ermined that, pursuant to the provisions of subsection (b)(1) and. determined it is in the public (7) of Section 2.27 of the Vernon City Code, software support interest and necessity to proceed with the renewal of servic es for the CAD, MCT, RMS, GeoComm Software and GeoComm GeoLynx 9-1-1 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. ncil of the City of Vernon hereby SECTION 2: The City Cou approves the Software Service Agreement 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 or Deputy 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 SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of - 2 - implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 21St day of December, 2009. ATTEST: MANUELA GIRON, City Clerk Name: Hilario Gonzales Title: Mayor - 3 - 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. 10,123, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, December 21, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of December, 2009, at Vernon, California. (SEAL) MANUELA GIRO ity Clerk - 4 - SOFTWARE SERVICE AGREEMENT BETWEEN THE CITY OF VERNON AND VISIONAIR, INC. This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") is entered into this _ day of , 20^ ("Effective Date") by and between the City of Vernon (hereinafter "City"), with offices located at 4305 Santa Fe Avenue, Vernon, California, 90058, and VisionAlR, Inc.., a North Carolina based company with offices located at 5601 Barbados Blvd., Castle Hayne, North Carolina 28429 (previously operating as Vision Software, Inc, and hereinafter referred to as "ViSionAIR").. WHEREAS, City and VisionAlR entered into that certain Software License Agreement dated March 30, '1999 ("Software License Agreement") and that certain Software Purchase and Services Agreement dated July 5, 2006 ("Software Purchase and Services Agreement"); and WHEREAS, City maintains a perpetual, non -transferable, non -assignable license to use the Licensed Software as described in the Software License Agreement and the Software Purchase and Services Agreement, as well as all upgrades provided thereunder; and WHEREAS, VisionAlR warranted in section 8.4 of the Software License Agreement that the maintenance and support service provided by VisionAlR would permit the City to have a complete and usable system for its Police Department; and WHEREAS, VisionAlR shall perform maintenance services on the Licensed Software and Custom Solutions Applications and provide necessary software upgrades therefor for the City of Vernon Police Department, and City shall accept and pay for such services, pursuant to the terms and conditions herein provided.. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties, hereby agree to as follows: Section 1: Definitions 1.1. "Licensed Software" shall mean the software and upgrades provided by VisionAlR under the Software License Agreement and Software Purchase and Services Agreement as defined in the recitals above. 1..2. "Custom Solutions Applications" shall mean the custom software, upgrades and applications that VisionAir maintains for the City, including, but not limited to, the GeoComm GeoLynx software. Section 2: Term and Termination 2.1. Initial Term. This Agreement shall become effective on the Effective Date set forth above, and, unless sooner terminated as hereinafter provided, shall remain in full force and effect for a period of no less than one year ("Initial Term"). 12720-0009\1191703A. doe -1- 2.2. Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall be automatically extended on a year-to-year basis (herein after "Renewal term") unless at least thirty (30) 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. 2.1 Non-payment. If City is in default due to non-payment, then VisionAIR will not provide any support or upgrades to City, unless non-payment occurs as a result of disputed charges.. If, after such default, City wishes to return to a maintenance contract, then VisionAIR will charge the City for maintenance at the then current rate plus a fee that is equal to 50% of the maintenance fee or a Recertification Fee. The Recertification Fee consists of a custom set of services deemed necessary to restore an agency's system to a supportable status. The system certification fee may include: Update services, migration services, training services, project management, etc.. The VislonAIR Professional Services team shall be responsible for assessing the necessary effort and services required to recertify an agency site. Section 3: Charges to City and Payments 3.1. Charges for Covered Maintenance. The applicable rates for Covered Maintenance are set forth in Attachment A ("Quotation"), Maintenance fees paid by City are non refundable if this Agreement is cancelled prior to the expiration of the Term. 3.2. Charges 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. 3.3. Changes in Charges. VisionAIR shall provide City at least a ninety (90) day notice of any changes to the Covered Maintenance fees, if any.. City may terminate this Agreement within thirty (30) days of the Renewal term by providing VisionAIR a written notice. 3.4. Payment. VisionAIR will invoice the City 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. All payments shall be paid by City within sixty (60) days upon receipt of invoice by City to avoid late fees.. Section 4: Covered Maintenance for Commercial Off the Shelf Software (COTS) 4.1. Covered Maintenance Definition: The term "Covered Maintenance" as used in this subsection means the periodic and on -call remedial maintenance VisionAIR deems reasonably appropriate and necessary to keep the City's Licensed Software functioning properly.. Please see section 4 for Custom Solutions Covered Maintenance. 4.2. Services VisionAIR will provide to City. (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 12720-0009\1191703v4.doe -2- ongoing basis. All modifications to the Licensed Software and related Documentation will be made available to the City 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 Td party software embedded or used in conjunction with the application software. Tier .1 support does not include defect resolution or modifications from VisionAIR. VisionAIR will escalate to the appropriate vendor calls for service for 3`d party applications defect resolution or modifications. (d) Correction of reported malfunctions ("defects") in the application software. 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 a material respect, (e) Support assistance in updating new releases of the Licensed Software on the City's servers. (f) Recording City's request for changes to the Licensed Software.. A VisionAIR Product Manager will document the City's request and submit it for consideration in future releases of the Licensed Software. VisionAIR is under no obligation to include the City's request for change in any future releases of the Licensed Software, Section 5: Covered Maintenance for Custom Solutions Applications 5.1. Covered Maintenance Definition: The term "Covered Maintenance" as used in this subsection means the periodic and on -call remedial maintenance VisionAIR deems reasonably appropriate and necessary to keep the City's Custom Solutions Applications functioning properly. 5.2, Services VisionAIR will provide to City: (a) Telephone Support for the Custom Solutions Applications, 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 VlsionAIR application software.. A "defect" is defined as an error in the code of the Customs Solutions Application which prevents a Module from operating in accordance with the VisionAIR. Documentation in a material respect. (c) Recording City's request for changes to the Software. A VISIONAIR Product Manager will document the City's request and submit it for consideration in future releases of the Software. VisionAIR is under no obligation to include the City's request for change in any 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. 12720-0009V 191703v4,doc -3- Section 6: Exclusions from Covered Maintenance 6.1.. The following items are not covered under Maintenance (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.. (d) Any professional services not covered in Section 3 or 4 including but not limited to 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.. (f) Government mandated changes.. (g) Changes to third party applications,. (h) Requests for changes in the Custom Solution (Application).. 0) Other modifications or changes in software, hardware or configuration not related to changes in the VisionAIR product, which are not initiated by VisionAIR. 0) Defect correction of failure mediation for any non-VisionAIR or third party product.. Section 7: City Responsibilities 7.1. Remote Connectivity Maintenance Service. City shall supply remote access to City's network, servers and workstations in order for VislonAIR to perform Covered Maintenance 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 City 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 City Services systems. City 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. 12720.0009\1191703v4.doc -4- 7.2. Backup of data. City is responsible to maintain a proper set of data backups in the event that it becomes necessary to recover from a disaster. 73.. Hardware and Network Upgrades.. City 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. City also acknowledges that VisionAIR develops its Network Hardware Specification Document based upon all of the third party product information available at the time of publication.. Therefore, with respect to third party hardware and software, City 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 City intends to run other applications. Additionally, the accumulation of data in City'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 City. Subject to all of the affirmative duties and obligations of VisionAIR under this Software Maintenance Agreement, it is the City's sole responsibility to maintain the system to ensure adequate response times. Section 8: Warranty and Limitation of Liability 8.1. DISCLAIMER OF WARRANTY. EXCEPT AS DESCRIBED IN THIS SECTION, VISIONAIR MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THE MAINTENANCE TO BE PERFORMED BY VISIONAIR PURSUANT TO THE TERMS HEREOF 8.2. 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 AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO VISIONAIR BY THE CITY UNDER THIS AGREEMENT DURING THE PREVIOUS YEAR, 8.3. Performance. VisionAIR shall perform all services under this Agreement with the skill and care generally accepted in the industry. VisionAIR represents that it has, or shall secure at its own expense, all personnel required to perform VisionAlR's services under this Agreement. Section 9: General 9.1. Product revisions and support. VisionAIR's obligation to provide support sander this Agreement diminishes as products are replaced by more current releases., The current, generally available (referred to as GA) version of the software and the version immediately preceding it are fully supported. These two versions qualify for phone support, engineered defect corrections and/or modifications required for the software to operate as designed.. Any versions older than the two referenced versions will receive phone support and resolution of Priority 0 defects as they occur. Priority 0 defects are defined on the City Services Center 12720.0009U 191703AADc 4- Website. VisionAIR will announce the availability of new software releases to facilitate timely upgrade to avoid product obsolescence. 9Z 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.. 9.3. Conflicts of Interest. VisionAIR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with VisionAIR., 9.4.. Notices. Any Notice, request, instruction or other document pertaining to this Agreement shall be sent to the appropriate party's address as set forth above, and shall be deemed to have been duly given or served on the day they are (a) delivered in person or (b) deposited in the United States mail, postage prepaid, certified mail, return receipt requested.. 9.5. Construction, This Agreement has been prepared jointly and will not be strictly construed against either party. 9..6. Assignment.. VisionAIR shall not assign or attempt to assign any portion of this Agreement without prior written approval of City. 9.7., Independent Contractor. VisionAIR is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its agents shall have control over the conduct of VisionAIR or any of VisionAIR's employees, except as herein set forth.. VisionAIR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. 9.8. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law.. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. 9.9. Attorney's Fees.. In the event of litigation between the parities arising out of or connected with this Agreement, the prevailing party in such litigation shall be entitled to recover, in addition to any other amounts, reasonable attorney's fees and costs of such litigation. 9.10. Venue and Jurisdiction. This Agreement.shall be governed by the laws of the State of California. All claims concerning the validity, interpretation, or performance of any of its terms and provisions, or any of the rights or obligations of the parties hereto, shall be instituted and prosecuted in Los Angeles County, California, or if applicable, the appropriate federal jurisdiction. 9.11.. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto with respect to maintenance of the Licensed Software and shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to matters set forth herein.. It may be only modified by writing signed by authorized representatives of both parties. The terms and provisions of this Agreement shall prevail over any conflicting, additional or other terms appearing on any purchase order or the Software License Agreement dated March 30, 1999 between the parties. 12720.0009\11917030.doc -6- VisionAIR, Inc. Signature: M V-f Apmz-L Name: Mike Lyons Title: Chief Executive Officer City of Vernon Mayor / Mayor Pro-Tem ATTEST TO: Manuela Giron, City Clerk APPROVED AS TO FORM: Laurence S.. Wiener, City Attorney 12720-0009\1191703A doe -7- EXHIBIT A QUOTATION I R' donna 501 flathodos auuleyu,(; "Ywill vhlosujvnvom Cislh! Malm. F4-.V Bill To; Venton Police Depalment 4305 Santa Fe Avenue Tax ID: CA 915% Vemon CA 90058 Contact: Jim Rodno Email; Yodino@covpd-org Fax: (323)826-1481 ExI1.0009 ....... ....... a ........ 00:pi RMS Oxg Software Suppo n S11.845.70 311,04570 I VIVIECA0002 GAD 24x7 Sollware Support S10,326.65 $10,326,55 1 VIVICIVIBI-0011 Mobile 6x8 Sof1wore Support $2291881 $22.9118.81 1 GEENTIE009 GeoCornm0ecl-px0-1-1 Admin Support Per c1lem GLAS25M $33275 S332.7S 1 CE06IIEO02 GeoGomm GeoLynx 9.1 -1 Software Support GLUSM S091 25 $4.991.25 1 GEOMTE010 GeoComm GoolLyng Mobile Software Support ML10ON"L' S4.169.38 S4,1159.311 I VoloTH002 Go To Arafat SOU00 WaW I VOTOT14032 JobN092001-41092025 NotLive $0.00 $0.00 Tax ID 56-1747324 Subtotal ......... S63,074.44 i�k.......... . I .... .. . ......... T $3,055.39 U '4IMP'.1WRA tqRtUlftl3w. Rus: a lf ...................... — 566.129.83 ... ....... .... ........... ................. ...... 12720-0009\1 191703v4.doo -8- -jri - . 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 January 20, 2010 VisionAir Inc. Attn: Mike Lyons, Chief Executive Officer 5601 Barbados Blvd. Castle Hayne, NC.28429-5655 Re: Software Service Agreement Dear Mr. Lyons: Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on December 21, 2009, through Resolution No. 10,123. If you have any questions regarding this matter, please call Captain Rodino, at (323) 583-8811 ext. 115. Very truly yours, Nekyvy�l,ron City Clerk NG:dj c: Steve Towles Purchasing Department Resolution No. 10,123 Agreement No. 09-151 EXcfusivefy Industriaf SOFTWARE SERVICE AGREEMENT BETWEEN THE CITY OF VERNON AND VISIONAIR, INC. This SOFTWARE SERVICE AGREEMENT (hereinafter "Agreement") is entered into this 21 day -of December , 2009 ("Effective Date") by and between the City of Vernon (hereinafter "City"), with offices located at 4305 Santa Fe Avenue,- Vemon, California, 90058, and VisionAlR, Inc., a North Carolina based company with offices located at 5601 Barbados Blvd., Castle Hayne, North Carolina 28429 (previously operating as Vision Software, Inc. and hereinafter referred to as "VisionAlR"). WHEREAS, City and VisionAlR entered into that certain Software License Agreement dated March 30, 1999 ("Software License Agreement") and that certain Software Purchase and Services Agreement dated July 5, 2006 ("Software Purchase and Services Agreement"); and WHEREAS, City maintains a perpetual, non -transferable, non -assignable license to use the Licensed Software as described in the Software License Agreement and the Software Purchase and Services Agreement, as well as all upgrades provided thereunder; and WHEREAS, VisionAlR warranted in section 8.4 of the Software License Agreement that the maintenance and support service provided by VisionAlR would permit the City to have a complete and usable system for its Police Department; and WHEREAS, VisionAlR shall perform maintenance services on the Licensed Software and Custom Solutions Applications and provide necessary software upgrades therefor for the City of Vernon Police Department, and City shall accept and pay for such services, pursuant to the terms and conditions herein provided. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties, hereby agree to as follows: Section 1: Definitions 1.1. "Licensed Software" shall mean the software and upgrades provided by VisionAlR under the Software License Agreement and Software Purchase and Services Agreement as defined in the recitals above. 1.2. "Custom Solutions Applications" shall mean the custom software, upgrades and applications that VisionAir maintains for the City, including, but not limited to, the GeoComm GeoLynx software. Section 2: Term and Termination 2.1. Initial Term. This Agreement shall become effective on the Effective Date set forth above, and, unless sooner terminated as hereinafter provided, shall remain in full force and effect for a period of no less than one year ("Initial Term"). 12720-0009\1191703v4.doc 1 _ 2.2. Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall be automatically extended on a year-to-year basis (herein after "Renewal term") unless at least thirty (30) 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. 2.3. Non-payment. If City is in default due to non-payment, then VisionAIR will not provide any support or upgrades to City, unless non-payment occurs as a result of disputed charges. If, after such default, City wishes to return to a maintenance contract, then VisionAIR will charge the City for maintenance at the then current rate plus a fee that is equal to 50% of the maintenance fee or a Recertification Fee. The Recertification Fee consists of a custom set of services deemed necessary to restore an agency's system to a supportable status. The system certification fee may include: Update services, migration services, training services, project management, etc. The VisionAIR Professional Services team shall be responsible for assessing the necessary effort and services required to recertify an agency site. Section 3: Charges to City and Payments 3.1. Charges for Covered Maintenance. The applicable rates for Covered Maintenance are set forth in Attachment A ("Quotation"). Maintenance fees paid by City are non refundable if this Agreement is cancelled prior to the expiration of the Term. 3.2. Charges 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. 3.3. Changes in Charges. VisionAIR shall provide City at least a ninety (90) day notice of any changes to the Covered Maintenance fees, if any. City may terminate this Agreement within thirty (30) days of the Renewal term by providing VisionAIR a written notice. 3.4. Payment. VisionAIR will invoice the City 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. All payments shall be paid by City within sixty (60) days upon receipt of invoice by City to avoid late fees. Section 4: Covered Maintenance for Commercial Off the Shelf Software (COTS) 4.1. Covered Maintenance Definition: The term "Covered Maintenance" as used in this subsection means the periodic and on -call remedial maintenance VisionAIR deems reasonably appropriate and necessary to keep the City's Licensed Software functioning properly. Please see section 4 for Custom Solutions Covered Maintenance. 4.2. Services VisionAIR will provide to City: (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 12720-0009\1191703v4.doc -2- ongoing basis. All modifications to the Licensed Software and related Documentation will be made available to the City 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 3`d party software embedded or used in conjunction with the application software. Tier 1 support does not include defect resolution or modifications from VisionAIR. VisionAIR will escalate to the appropriate vendor calls for service for 3`d party applications defect resolution or modifications. (d) Correction of reported malfunctions ("defects") in the application software. 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 a material respect. (e) Support assistance in updating new releases of the Licensed Software on the City's servers. (f) Recording City's request for changes to the Licensed Software. A VisionAIR Product Manager will document the City's request and submit it for consideration in future releases of the Licensed Software. VisionAIR is under no obligation to include the City's request for change in any future releases of the Licensed Software. Section 5: Covered Maintenance for Custom Solutions Applications 5.1. Covered Maintenance Definition: The term "Covered Maintenance" as used in this subsection means the periodic and on -call remedial maintenance VisionAIR deems reasonably appropriate and necessary to keep the City's Custom Solutions Applications functioning properly. 5.2. Services VisionAIR will provide to City: (a) Telephone Support for the Custom Solutions Applications, 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. A "defect" is defined as an error in the code of the Customs Solutions Application which prevents a Module from operating in accordance with the VisionAIR Documentation in a material respect. (c) Recording City's request for changes to the Software. A VISIONAIR Product Manager will document the City's request and submit it for consideration in future releases of the Software. VisionAIR is under no obligation to include the City's request for change in any 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. 12720-0009\1191703v4.doc -3- Section 6: Exclusions from Covered Maintenance 6.1. The following items are not covered under Maintenance (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. (d) Any professional services not covered in Section 3 or 4 including but not limited to 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. (f) Government mandated changes. (g) Changes to third party applications. (h) Requests for changes in the Custom Solution (Application). (i) Other modifications or changes in software, hardware or configuration not related to changes in the VisionAIR product, which are not initiated by VisionAIR. Q) Defect correction of failure mediation for any non-VisionAIR or third party product. Section 7: City Responsibilities 7.1. Remote Connectivity Maintenance Service. City shall supply remote access to City's network, servers and workstations in order for VisionAIR to perform Covered Maintenance 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 City 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 City Services systems. City 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. 12720-0009\1191703v4.doc -4- 7.2. Backup of data. City is responsible to maintain a proper set of data backups in the event that it becomes necessary to recover from a disaster. 7.3. Hardware and Network Upgrades. City 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. City also acknowledges that VisionAIR develops its Network Hardware Specification Document based upon all of the third party product information available at the time of publication. Therefore, with respect to third party hardware and software, City 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 City intends to run other applications. Additionally, the accumulation of data in City'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 City. Subject to all of the affirmative duties and obligations of VisionAIR under this Software Maintenance Agreement, it is the City's sole responsibility to maintain the system to ensure adequate response times. Section 8: Warranty and Limitation of Liability 8.1. DISCLAIMER OF WARRANTY. EXCEPT AS DESCRIBED IN THIS SECTION, VISIONAIR MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THE MAINTENANCE TO BE PERFORMED BY VISIONAIR PURSUANT TO THE TERMS HEREOF 8.2. 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 AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO VISIONAIR BY THE CITY UNDER THIS AGREEMENT DURING THE PREVIOUS YEAR. 8.3. Performance. VisionAIR shall perform all services under this Agreement with the skill and care generally accepted in the industry. VisionAIR represents that it has, or shall secure at its own expense, all personnel required to perform VisionAIR's services under this Agreement. Section 9: General 9.1. Product revisions and support. VisionAIR's obligation to provide support under this Agreement diminishes as products are replaced by more current releases. The current, generally available (referred to as GA) version of the software and the version immediately preceding it are fully supported. These two versions qualify for phone support, engineered defect corrections and/or modifications required for the software to operate as designed. Any versions older than the two referenced versions will receive phone support and resolution of Priority 0 defects as they occur. Priority 0 defects are defined on the City Services Center 12720-0009\1191703v4.doc -5- Website. VisionAIR will announce the availability of new software releases to facilitate timely upgrade to avoid product obsolescence. 9.2. 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. 9.3. Conflicts of Interest. VisionAIR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with VisionAIR. 9.4. Notices. Any Notice, request, instruction or other document pertaining to this Agreement shall be sent to the appropriate party's address as set forth above, and shall be deemed to have been duly given or served on the day they are (a) delivered in person or (b) deposited in the United States mail, postage prepaid, certified mail, return receipt requested. 9.5. Construction. This Agreement has been prepared jointly and will not be strictly construed against either party. 9.6. Assignment. VisionAIR shall not assign or attempt to assign any portion of this Agreement without prior written approval of City. 9.7. Independent Contractor. VisionAIR is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its agents shall have control over the conduct of VisionAIR or any of VisionAIR's employees,. except as herein set forth. VisionAIR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. 9.8. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. 9.9. Attorney's Fees. In the event of litigation between the parties arising out of or connected with this Agreement, the prevailing party in such litigation shall be entitled to recover, in addition to any other amounts, reasonable attorney's fees and costs of such litigation. 9.10. Venue and Jurisdiction. This Agreement shall be governed by the laws of the State of California. All claims concerning the validity, interpretation, or performance of any of its terms and provisions, or any of the rights or obligations of the parties hereto, shall be instituted and prosecuted in Los Angeles County, California, or if applicable, the appropriate federal jurisdiction. 9.11. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto with respect to maintenance of the Licensed Software and shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to matters set forth herein. It may be only modified by writing signed by authorized representatives of both parties. The terms and provisions of this Agreement shall prevail over any conflicting, additional or other terms appearing on any purchase order or the Software License Agreement dated March 30, 1999 between the parties. 12720-0009\1191703A.doc -6- VisionAIR, Inc. Signature: (SY1 Name: Mike Lyons Title: Chief Executive Officer City of Vernon Mayor / Mayor Pro- em ATTEST TO: & 1 1(4-4� Manuela Giron, City Oerk APPROVED TOFO La6Fe6ce S. Wiener, City Attorney 12720-0009\1191703v4.doc -7- EXHIBIT A EXHIBIT A QUOTATION "t.- S 1 0 V1,11 ra Slie. i4.uyrw., NC 2.842c; IVU4000669 ................... ............ .. ............ 9/18/2009 . ........................... ........ ... .... ....... donna Bill To. Vernon Police Department 4305 Santa Fe Avenue Tax: ID; CA 9.75% Vernon CA 90058 Contact: Jim Rodno Email;jrodino@covpd.org � Pd.Org . ..O!nO@bO v Fax; (323) 826-1481 Ext 0000. 7-- 81,24R)O110 .............. 812512 .... ............. j, xftw jjMW'j... 7777.7.7!! . .................. ............. . .................... .............. . ... ...... ..................... ........... ......... -Wkpef 1: Ifit, 1 vmuzemkyoll RM,,.i M Software Support $11,945.70 $11,945.70 1 VMEGAD002 CAD 24x7 Software Support $1.8,326.55 $18.326.55 1 VMEMBLOOI Mobile 8x5 Software Support $2Z918.81 $22,918.81 1 G.E6110TE0109 GeoCommGeoL.)nx9-1-1 AdminSuppor t Per Client GLA825M $932.75 $332.75 1 GEOMTE002 UeoComm GeoLynx 9-1-1 Software Sup portGL825M � $4.991.25 $4,991.25 1 GEOMTE01.0 GeoComm GeoLymcMoblle Software Support MLIOON"L" $4,I59:38 $4,159.38 1 VOTOTH002 Go To Assist $400.00 $400.00 1 VOTOTH002 Job#092001, 4OM25 Not Live $000 $0.00 Tax ID 56-1747324 ................. ...................... .............. . ................ . . .... . .... . ......... .............. ........ .......... ......... ... ... ......... . .. .......... ..... . . ........................... . MW ...... .................... ." r 1. — ...................... ........... uIr ..... A--.1 ... .... . ........ ......................... . .................................. ....... .... ..................... x ................... .............................. ........................... ..................... ............ ........ . .......... . . .. ..... ........... A.W �Q#M- .... i4.� .......... kami.t.10! ARM VAT tstiii: , iita.0 a ........ . ......... . ..... ........ ......... .... . .. ........................ .. . ...... ........................... . . . .... --- ....................... 12720-0009\1 191703v4.doc -8- 6 2009 °F.�ER�o APPROVED OEC 21 '09 CRY COUNCIL, sVELY I1419,J cay COWS ®FFIGE STAFF REPORT PURCHASING DEPARTMENT DATE: December 15, 2009 <;L* TO: Honorable Mayor and City Council FROM: Martha Valenzuela, Director of Business Services/Personne�r/Z ✓ RE: Police Department VisionAir Software Maintenance Renewal Purpose The purpose of this Staff Report is to obtain permission from you and the City Council to enter an agreement with VisionAir, Inc., for the maintenance of Police Department software. Background The Police Department is requesting to renew the maintenance support for their VisionAir Software. The software is for the Records Management System (RMS), Mobile Computer Terminals (MCT) and the Computer Aided Dispatch System (CAD), and the GeoComm GeoLynx 9-1-1 software. The coverage period is from August 25, 2009 thru August 24, 2010. The Agreement has been approved as to form, by the City Attorney's office. The requested vendor for this purchase is VisionAir which is also the manufacturer of the software. Recommendation The Police Department has utilized the VisionAir software since 1999, and has found it to be an invaluable tool in their ability to respond to public emergencies. It is our recommendation to accept the attached Software Service Agreement. Purchasing is requesting that this item be included on the agenda for the Council meeting scheduled for December 21, 2009. DEC X 5 2009 BY: 3;4a Fiscal Impact There is no fiscal impact to the City. The approximate cost is $66,129.83 (cost includes sales tax). Funding for this purchase was specifically budgeted in the Police Department's Fiscal Year 2009 — 2010 operating budget. Attachments RICHARDS I WATSON I GERSHON ATTORNEYS AT LAW -A PROFESSIONAL CORPORATION MEMORANDUM ATTORNEY —CLIENT PRIVILEGE CONFIDENTIAL Captain James Rodino, Vernon Police Department November 3, 2009 Page 2 to be a "Software Service Agreement" comparable to Attachment D rather than a Quotation. The language in the second paragraph of Attachment D should be revised to state "...as described in the quotation attached to this Attachment as Exhibit A [or the appropriate exhibit letter if other documents are attached]." 4. Automatic Renewal: Attachment D states that it shall automatically renew unless the parties provide notice of termination 60 days prior to the expiration date. In general, we do not recommend automatic renewal provisions. However, if the automatic renewal term remains, we would recommend shortening the notice period to 30 days. 5. Telephone Support: Again, the quotation referenced in this section does not appear to contain details of a coverage plan of telephone support. Attachment D should clarify the exact scope of the telephone support to be provided. 6. Exclusions: Attachment D appears to exclude significant services. As this is primarily a policy decision, we would recommend that the Department review this section carefully to ensure that VisionAir will provide the expected services. 7. Charges for Covered Maintenance: Attachment D suggests that the rates for Covered Maintenance are set forth in the Quotation, Attachment B to the Software License Agreement. Again, Attachment B to the 2006 Software License Agreement does not appear to be a quotation. The reference to Quotation should be revised to reflect the appropriate Exhibit to Attachment D. In addition, the Department may want to carefully review the definition of the term "Covered Maintenance" to determine whether it sufficiently covers the expected maintenance to be performed by VisionAir. 8. Payment: Attachment D states that the Client will be invoiced "in advance" for each year. This suggests that the City will pay the entire contract amount, exceeding $66,000, before any services are even rendered. In general, we would recommend that the City pay for services only after such services have been performed or on an incremental basis. 9. Disclaimer of Warranty: Attachment D currently states that VisionAir makes no warranty whatsoever regarding its products or services. Since this is primarily a services agreement, we would recommend the inclusion of a term requiring that VisionAir perform the services with the skill and care expected in the industry. CONFIDENTIAL THIS MATERIAL IS SUBJECT TO THE ATTORNEY -CLIENT AND/OR THE ATTORNEY WORK PRODUCT PRIVILEGES. DO NOT DISCLOSE THE 12720-0009\1184446v1.doc CONTENTS HEREOF. DO NOT FILE WITH PUBLICLY ACCESSIBLE RECORDS. RICHARDS I WATSON I GERSHON ATTORNEYS AT LAW -A PROFESSIONAL CORPORATION MEMORANDUM ATTORNEY —CLIENT PRIVILEGE CONFIDENTIAL Captain James Rodino, Vernon Police Department November 3, 2009 Page 3 10. General: Attachment D states that "This Attachment constitutes the entire A +z �taehfnent agreement between the parties hereto with respect to maintenance of the Licensed Software and shall supersede all previous or contemporaneous negotiations and commitments and writings with respect to matters set forth herein..." We have two comments regarding this provision. First, the word "agreement" should substitute for the word "Attachment" the second time it appears (shown in strike -out above). Second, it is not clear which, if any, of the previous agreements survive the execution of Attachment D. This section could more clearly state that this Software Services Agreement replaces any prior "Software Services Agreement" but that the Software License Agreement shall remain operable, if this indeed is the intent of the parties. If this is the case, Attachment D should indicate which document governs in case of conflict. If you have any questions regarding this memorandum, please do not hesitate to contact us. CONFIDENTIAL THIS MATERIAL IS SUBJECT TO THE ATTORNEY -CLIENT AND/OR THE ATTORNEY WORK PRODUCT PRIVILEGES. DO NOT DISCLOSE THE 12720-0009\1184446vl.doc CONTENTS HEREOF. DO NOT FILE WITH PUBLICLY ACCESSIBLE RECORDS. CITY ATTORNEY'S OFFICE MEMORANDUM TO: Donal O'Callaghan, City Administrator FROM: Diana H. Varat, Assistant City Attorney cc: Laurence S. Wiener, City Attorney Gena M. Stinnett, Assistant City Attorney Captain James Rodino, City of Vernon Police Department DATA: December 15, 2009 5UR)ECT: VisionAI L, Inc. Agreement — Approved as to Form The City Attorney's office has reviewed the agreement between the City and VlsionAIR, Inc. for the maintenance of certain software programs for the Police Department and has approved it as to form. 12720-OQ09\1193762v1.doc MEMORANDUM PURCHASING DEPARTMENT DATE: December 15, 2009 04 e� TO: Donal O'Callaghan, City Administrator `-X " FROM: Martha Valenzuela, Director of Business Services/Personnel RE: Police Department Requisition #0005082 Attached you will find Police Department requisition #0005082. The Police Department is requesting to renew the maintenance support for their VisionAir Software. The software is for the Records Management System (RMS), Mobile Computer Terminals (MCT) and the Computer Aided Dispatch System (CAD). The department is also requesting to purchase GeoComm GeoLynx 9-1-1 software support. The Police Department is requesting to renew the maintenance support for their VisionAir Software. The software is for the Records Management System (RMS), Mobile Computer Terminals (MCT) and the Computer Aided Dispatch System (CAD), and the GeoComm GeoLynx 9-1-1 software. The coverage period is from August 25, 2009 thru August 24, 2010. The Agreement has been approved as to form, by the City Attorney's office. The requested vendor for this purchase is VisionAir which is also the manufacturer of the software. The approximate cost is $66,129.83 (cost includes sales tax). Funding for this purchase was specifically budgeted and is available. Purchasing is requesting that you review this request, and if approved, please forward to the City Clerk for submittal to the Mayor and City Council for approval and authorization to have the attached Software Service Agreement, executed and signed by the appropriate City representative. Attachments; nrr 5 �.009 Req , tr Requisition Master Report Page: 1 9/23/2009 1:38:03PM CITY OFVERNON Document #: 6379 Date: 09/23/2009 Year: 2010 Requisition #: 0005082 - Description: VISIONAIR YEARLY SUPPORT Requestor: ROBERTSON DANITA Requested for: ROBERTSON, DANITA Apprvl Queue: police Group: drobertson Combine: N-*" Current Aprv: JAUNZEMIS, DOLORES Lvl: 3 Prev: TOWLES, STEVEN PO Type: reg Confirming: N PO #: Blanket exp: $Limit - PO: Tran: Contact: DEBBY NICKENS Phone: (323) 583-8811 x110 Text Code: Restock: N Department: 1031 Order Placement: Purchasing i4etru►�tron Seru�c Type Item Code Amount s 11,945.70 Tax cd: Comm cd: VMERMS001: RMS 8x5 Software Support Account(s) Project Account(s) 1099 box: 7M FA? N Acct % Amount E 011.1031.590110 100.00 11,945.70 Tax cd: Comm cd: 1099 box: 7M FA? N VMECAD002: CAD 247 Software Support Account(s) Project Account(s) Acct % Amount E 011.1031.590110 100.00 18,326.55 RFQ: N Encumber: Y Vendor: 000409 VISIONAIR, INC. Selected: Y _ Order from: order 5601 BARBADOS BLVD. PO BOX 9000 CASTLE HAYNE, NC 28429 Pay to: 5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE CASTLE HAYNE, NC 28429 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: ACCOUNTS PAYABLE 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: Page: 1 Tax cd: Comm cd: VMEMBL001: Mobile 8x5 Software Support Account(s) E 011.1031.590110 1099 box: 7M FA? N Project Account(s) Acct % Amount 100.00 22,918.81 s 332.75 Tax cd: Comm cd: 1099 box: 7M FA? N GEOMTE009: GeoComm GeoLynx 9-1-1 Admin Support Per Client GLA825M Account(s) Project Account(s) Acct % Amount E 011.1031.5.90110 100.00 332.75 s Tax cd: Comm cd: GEOMTE002: GeoComm GeoLynx 9-1-1 Software Support GL825M Account(s) E 011.1031.590110 Project Account(s) 4,991.25 1099 box: 7M FA? N Acct % Amount 100.00 4,991.25 Page: 2 RFQ: N Encumber: Y Vendor: 000409 VISIONAIR, INC. Selected: Y Order from: order 5601 BARBADOS BLVD. PO BOX 9000 CASTLE HAYNE, NC 28429 Pay to: 5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE CASTLE HAYNE, NC 28429 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: ACCOUNTS PAYABLE 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: Total: 66,129.83 Requ�s�i�on Approval History Approver: STEVEN TOWLES Lvl: 1 In: 9/23/2009 10:02:35AM Out: 9/23/2009 11:52:39AM Action: app Page: 4