Resolution No. 2011-202RESOLUTION NO. 2011-202
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SOFTWARE LICENSE AGREEMENT AND A SYSTEM MAINTENANCE
AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
VISIONAIR, INC. FOR SOFTWARE FOR THE VERNON POLICE
DEPARTMENT
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, 2011 through August 24, 2012 for the sum of Fifty -
Seven Thousand Two Hundred Thirteen Dollars and One Cent ($57,213.01),
including tax, for the maintenance of CAD, MCT and RMS; and
WHEREAS, VisionAir is the only supplier who can provide the
annual software support services necessary to maintain the CAD, MCT
and RMS; and
WHEREAS, the Director of Business Services/Personnel by
Staff Report dated November 21, 2011, has recommended that the
Software License Agreement and the System Maintenance Agreement
with VisionAIR be renewed for the period August 25, 2011 through
August 24, 2012; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) and
(7) of Section 2.27 of the Vernon City Code, it is in the public
interest and necessity to proceed with the renewal of software support
services for the CAD, MCT and RMS software with VisionAIR to enhance
services provided to the Vernon community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Software Service Agreement and the System Maintenance
Agreement (the "Agreements") with VisionAIR, copies of which are
attached hereto as Exhibit A.
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 Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
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SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send a fully
executed Agreement to:
VisionAir, Inc.
Attention: Amanda Delfosse, Staff Accountant
5601 Barbados Blvd.
Castle Hayne, NC 28429-5655
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 6th day of December, 2011.
Name: William J. Davis
Title:*i+'!a5c Mayor Pro -Tern
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2011-202, 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 Tuesday, December 6, 2011, and thereafter was duly signed by
the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this O1�1 day of December, 2011, at Vernon, California.
(SEAL)
k
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EXHIBIT A
Software License Agreement
VISIONAIR CONTACT:
AMANDA DELFOSSE
VISIONAIR, INC.
5601 BARBADOS BLVD.
CASTLE HAYNE, NC 28429
adelfosse@visionair.com
. _.__��
�VI S _I O R
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Software License Agreement
THIS SOFTWARE LICENSE AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into as of December 6. 2011 between VisionAlR, Inc. (hereinafter
referred to as "VisionAlR") with its principal place of business at 5601 Barbados Blvd.
Castle Hayne, North Carolina 28429, and the City of Vernon (herein referred to as
"Client") with its principal place of operation at 4305 Santa Fe Avenue, Vernon, CA
90058.
WHEREAS, Client desires to obtain from VisionAlR, and VisionAlR desires to grant
Client, a perpetual, nontransferable, nonassignable license to use the software
(hereinafter referred to as "VisionAlR Licensed Software") described herein, for its own
use, upon payment of the License Fees. Payment of the License Fees is solely for the
right to use the VisionAlR Licensed Software pursuant to the terms and conditions of this
Agreement and the attached Exhibit A - VisionAlR Licensed Software (incorporated
herein) and does not constitute the purchase of the VisionAlR Licensed Software or of
any title thereto.
WHEREAS, use of the VisionAlR Licensed Software is restricted to the agencies and
locations listed in Exhibit C — Authorized Agencies and Locations
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the
parties hereto agree as follows:
Section 1: Definitions
1.1 "Code Error' means an error in the code of the Licensed Software which prevents
a Module from operating in accordance with the Documentation in any material respect.
1.2 "Documentation" means all printed or electronic documentation which VisionAlR
customarily provides or makes available with the Licensed Software, including all
Updates thereto.
1.3 "License Fees" mean the fees that Client pays to VisionAlR for the rights to use
the Licensed Software pursuant to the terms and conditions of this Agreement and the
attached exhibits.
1.4 "Software" means a set of instructions consisting of symbolic languages,
processes and logic routines in machine executable form used in the operation of
computer equipment applied to the performance of specific tasks.
1.5 "Trade Secret" or "Confidential Information" means any business, technical, or
other information disclosed by a party which, at the time of disclosure, (a) derives
independent economic value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by other persons who can obtain
economic value from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain secrecy.
1.6 "Update" means (a) any published revision or correction to the Documentation;
and (b) any revision, correction, enhancement, hot fix, maintenance update, or new
Page 2 of 8
release, or new version (including beta versions) of the Licensed Software, except for
those designated as new products for which VisionAlR charges separately.
Section 2: Ownership of Intellectual Property
2.1 The Licensed Software, including original and any copies thereof, in whole or in
part, whether said original and copies are made by VisionAIR or Client or anyone else
and all copyright, patent and trade secret and other intellectual and proprietary rights
therein are and remain the property of VisionAIR.
2.2 Client has been advised by VisionAIR that aspects of the Licensed Software are
Trade Secrets of VisionAIR. These may include, but are not limited to, the following:
system design, modular program structure, system logic flow, file layout, video and
report formats, coding techniques, and routines, file handling and special search
techniques, video screen data entry handling and report and/or forms generation.
2.3 Client agrees to include on any copies made of the Licensed Software
the same notices of VisionAIR's ownership interests, if applicable, that appear on the
original.
Section 3: Scope of Authorized Use
3.1 For the License Fees, VisionAIR shall furnish Client with one (1) copy of the
Licensed Software, including Documentation in electronic format. VisionAIR shall
similarly furnish Updates that it may produce once they become generally available, and
such Updates shall be furnished according to the provisions of the VisionAIR System
Maintenance Agreement duly executed by the parties and for as long as the System
Maintenance Agreement is in effect.
3.2 Client is granted a perpetual, nontransferable, nonassignable license to utilize
the Licensed Software for Client's own use and, if applicable, for use at other locations
and/or authorized agencies as defined in Exhibit C — Authorized Agencies and
Locations. Client shall not have the right to sublicense the VisionAIR Licensed Software
in any manner.
3.3 Client shall not assign or otherwise transfer this License or the Licensed
Software or any part thereof, by operation of law or otherwise, directly or indirectly,
including, but not limited to, transfers to any joint venture or combination arrangements
with any other person or entity.
3.4 Client understands that it shall not use the VisionAIR Licensed Software in any
other agency, political jurisdiction, or at any other site location, except those, if any,
designated in Exhibit C — Authorized Agencies and Locations without prior written
authorization from VisionAIR.
Section 4: Warranty and Limitation of Liability
4.1 CLIENT ACKNOWLEDGES THAT THE VISIONAIR LICENSED SOFTWARE IS
OF SUCH COMPLEXITY THAT IT MAY CONTAIN INHERENT DEFECTS, AND
AGREES THAT AS VISIONAIR'S LIABILITY AND AS CLIENT'S SOLE REMEDY,
VISIONAIR WILL PROVIDE ALL COMMERCIALLY REASONABLE PROGRAMMING
S I OBI "A, I R®
Page 3 of 8
SERVICES TO CORRECT DOCUMENTED CODE ERRORS WHICH DIAGNOSIS
INDICATES WERE CAUSED BY A DEFECT IN AN UNALTERED VERSION OF THE
DELIVERED VISIONAIR LICENSED SOFTWARE. THIS REMEDY IS LIMITED TO
DOCUMENTED "CODE ERRORS". THIS NONTRANSFERABLE WARRANTY IS VALID
FOR A PERIOD OF ONE (1) YEAR, BEGINNING ON THE DATE THAT THE
LICENSED SOFTWARE IS FIRST USED OPERATIONALLY BY THE CLIENT, OR
THIRTY (30) DAYS FOLLOWING VISIONAIR'S CERTIFICATION THAT THE
VISIONAIR LICENSED SOFTWARE IS READY FOR OPERATIONAL USE,
WHICHEVER OCCURS FIRST. ANY CLAIM OF WARRANTY MUST BE MADE NOT
MORE THAN THIRTY (30) DAYS AFTER THE EXPIRATION OF THE WARRANTY
PERIOD SPECIFIED IN THIS SECTION.
4.2 THE WARRANTIES CONTAINED IN THIS SECTION CONSTITUTE THE ONLY
WARRANTIES MADE BY VISIONAIR WITH RESPECT TO THIS AGREEMENT. SUCH
WARRANTIES ARE IN LIEU OF, AND CLIENT HEREBY WAIVES, ALL OTHER
WARRANTIES OR GUARANTEES OF VISIONAIR, ,WHETHER EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH
RESPECT TO THE QUALITY, ACCURACY, OR FREEDOM FROM ERROR OF
OPERATION, USE, AND FUNCTION OF THE LICENSED SOFTWARE.
4.3 VisionAIR agrees to indemnify and hold the Client harmless from any and all
costs, losses, damages, or expenses, including reasonable attorney's fees and court
costs and the reasonable value of staff attorney's services, for personal injury, tangible
property damage and other damages suffered by the Client, its employees or third
parties, not party to this Agreement, which arise out of the negligent act or omission of
VisionAIR including but not limited to, the negligent design, manufacture, installation, or
servicing of any part of the Licensed Software.
4.4 Except for the indemnification provisions of this Section, claims arising from either
party's breach of its confidentiality obligations, and claims for bodily injury or tangible
property damage caused by the fault of either party, VisionAIR's and Client's liability for
damages under this Agreement, whether arising in contract, tort, or otherwise, even if
the breaching party has been advised of the possibility of such damages, shall not
exceed the amount of Software License Fees actually paid by Client to VisionAIR under
this Agreement. IN NO CASE, HOWEVER, SHALL VISIONAIR BE HELD LIABLE FOR
ANY LOSS OR DAMAGE RELATED TO THE OPERATION, DELAY, OR FAILURE OF
THE VISIONAIR LICENSED SOFTWARE, OR FOR THE ACCURACY OR
COMPLETENESS OF DATA. UNDER NO CIRCUMSTANCE SHALL ANY PARTY BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
4.5 For the duration of the warranty period, VisionAIR will maintain and support the
VisionAIR Licensed Software, including all features and functionality described in the
Documentation, according to the provisions of the VisionAIR System Maintenance
Agreement duly executed by the parties.
4.6 VisionAIR represents and warrants that it has the authority to enter into this
Agreement and has obtained all rights and waivers necessary to grant the rights granted
hereunder. VisionAIR represents and warrants that the exercise of the rights granted in
-V I S I 6ff.,1 R®
Page 4 of 8
this Agreement does not infringe any third -party patent, copyright, trademark, trade
secret, or other intellectual property right.
4.7 VisionAIR shall defend and indemnify Client against any and all claims brought
against Client, and shall hold Client harmless from all corresponding damages, liabilities,
settlements, costs and expenses (including attorney's fees), arising out of any claim that
the exercise of any of the rights granted in this Agreement infringes any third -party
patent, copyright, trademark, trade secret, or other intellectual property right. Client shall
give VisionAIR prompt notice of, and authority to defend or settle, -any such claim and
shall give, at VisionAIR's expense, reasonable information and assistance.
4.8 When notified of an action or motion that seeks to restrict the exercise of any of
the rights granted herein, VisionAIR may, (and in the case of a judgment, order, or
injunction that restricts the exercise of any of the rights granted herein, shall), at its
option and expense, (a) obtain the right for Client to exercise its rights in accordance
with this Agreement, (b) substitute other non -infringing software with equivalent
functional capabilities, or, (c) modify the Licensed Software, while retaining equivalent
functional capabilities, so that it no longer infringes.
4.9 VisionAIR shall have no liability to Client under this Section in the event
infringement of any third -party patent, copyright, trademark, trade secret or other
intellectual property right arises solely from (a) components of a Client product or system
not derived from the VisionAIR Licensed Software, (b) compliance with Client's specific
designs, specifications, or written instructions, (c) modification by Client of the VisionAIR
Licensed Software, or (d) the combination of the Licensed Software with equipment or
software not authorized or provided by VisionAIR or otherwise approved by VisionAIR
other than the VisionAIR Licensed Software designed by VisionAIR to work with certain
commercial hardware or other commercially available software.
Section 5: Confidentiality and Non -disclosure
5.1 Any Confidential Information received by a party shall be retained in confidence
and shall be used, disclosed, and copied solely for the purposes of, and in accordance
with, this Agreement. The receiving party shall use the same degree of care as it uses
to protect its own confidential information of a similar nature, but no less than reasonable
care, to prevent the unauthorized use, disclosure, or publication of the Confidential
Information.
5.2 Client shall take all reasonable steps to keep the VisionAIR Licensed Software
under adequate security to ensure that no unauthorized access, copies, or use is made
thereof, and Client agrees to notify VisionAIR immediately of the existence of
circumstances surrounding any unauthorized knowledge, possession, or use of the
VisionAIR Licensed Software.
5.3 No party shall be bound by obligations restricting disclosure and use set forth in
this Agreement with respect to Confidential Information, or any part thereof, which (a)
was known by the receiving party prior to disclosure; (b) was lawfully in the public
domain prior to its disclosure, or becomes publicly available other than through a breach
of this Agreement; (c) was disclosed to the receiving party by a third party provided such
third party, or any other party from whom such third party receives such information, is
not in breach of any confidentiality obligation in respect of such information; (d) is
independently developed by the receiving party; or (e) is disclosed when such disclosure
�V I S 1 O N-A.,1 R®
Page 5 of 8
is compelled pursuant to legal, judicial, or administrative proceedings, or otherwise
required by law, subject to the receiving party using reasonable efforts to provide prior
notice to the disclosing party to allow it to seek protective or other court orders.
VisionAIR expressly acknowledges that Client's status as a municipality does not, in and
of itself, automatically inject or render any information it possesses or has accumulated
into or a part of the public domain.
Section 6: Term and Termination
6.1 This Agreement shall take effect on the Effective Date after it has been fully
executed by duly authorized representatives of both parties.
6.2 This Agreement shall continue in effect for one (1) year with an option to renew
said Agreement on a year-to-year basis on the same terms and conditions as prescribed
in this Agreement.
6.3 In the event of a .material breach or default by the Client or VisionAIR in the
performance of this Agreement, the aggrieved party shall give written notice to the other
party specifying the nature and extent of the breach. The party in breach or default shall
have thirty (30) days thereafter to cure any such curable breach or default. If such
breach or default is not cured within said thirty (30) day period, the termination of this
Agreement shall become effective forty-five (45) days following said written notice.
6.2 The provisions of Section 1 (Definitions), Sections 4.7, 4.8, 4.9, Section 5
(Confidentiality and Nondisclosure), Section 6 (Termination), and Section 7 (General
Terms and Conditions) shall survive any termination of this Agreement.
6.3 In the event that this Agreement is terminated, all licenses granted to Client
hereunder shall be immediately revoked. Upon termination, Client shall: a) immediately
discontinue the use of all VisionAIR Licensed Software and b) return to VisionAIR, within
ten (10) business days of the effective termination date, all Software defined as
VisionAIR Licensed Software in Exhibit A - VisionAIR Licensed Software, then in its
possession, including all copies of said Software and all Documentation, as well as all
VisionAIR Confidential Information in its possession.
Section 7: General Terms and Conditions
7.1 Entire Agreement. This Agreement, together with all exhibits, or other
attachments referenced herein, contains the entire agreement and understanding by and
between the Client and VisionAIR with respect to the subject matter hereof. The parties
hereto acknowledge that each has read this Agreement, understands it, and agrees to
be bound by its terms. No representations, promises, agreements, or understandings,
whether written or oral, relating to this agreement and not contained or referenced
herein, shall be of any force or effect. The parties further agree that this Agreement
shall not be modified, except by a written agreement signed on behalf of both parties by
their respective duly authorized representatives.
7.2 Legal Costs. If either party is required to engage in any proceedings, legal or
otherwise to enforce its rights under this Agreement, each party shall bear their
respective costs involved in said proceedings.
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Page 6 of 8
7.3 Compliance. VisionAIR is hereby authorized to make reasonable inquiries, with
Client's cooperation, concerning Client's compliance with this Agreement.
7.4 Equitable Relief. If Client breaches any of its obligations with respect to limited
use or confidentiality of the Licensed Software, VisionAIR shall be entitled to equitable
relief to protect its interest thereto, including, but not limited to, injunctive relief.
7.5 Severability. If any term(s), provisions(s), or condition(s) of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions shall remain in full force and effect and in no way be
affected, impaired, or invalidated.
7.6 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 the applicable
federal district.
7.7 Counterparts. This Agreement may be executed in multiple copies, with each
executed copy constituting an original, but collectively constituting but a single
document.
7.8 Construction. This Agreement has been prepared jointly and will not be strictly
construed against either party.
7.9 Order of Precedence. The contract documents consist of this Agreement and its
exhibits. In the event of a conflict between the contract documents, the order of
precedence shall be the provisions of the main body of this Agreement and then the
exhibits in the order they are numbered.
7.10 Notices. Any Notice, request, instruction or other document pertaining to this
Agreement shall be sent to the appropriate contacts listed below and shall be deemed to have
been duly given or served if delivered in person or deposited in the United States mail,
certified mail, return receipt requested:
If to VisionAIR:
VisionAIR
Contracts Administrator
5601 Barbados Blvd.
Castle Hayne, NC 28429
If to Client:
V I S I ON'"i�., I R®
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year last signed below.
VisionAIR, Inc.:
1
Signature:
Name: Mike Lyons
Title: Vice President of Operations
Date: N / /ZO//
Signature: n
Name:
/1INma4,tt A�,/�c/ k L
Title:
Date: I
S I OBI --A,,,1 R®
Client:
Signature:
Name: Hilario Gonzales
Title: Mayor
Date:
ATTEST:
Signature:
Name: Willard G. Yamaguchi
Title: City Clerk
Date:
APPROVED AS TO FORM:
Willard G. Yamaguchi,
Chief Deputy City Attorney
Page 8 of 8
Exhibit A - VisionAIR Licensed Software
to
Software License Agreement
This Exhibit is attached to, incorporated in and forms part of the Software License Agreement (herein
referred to as the "Agreement'), dated.December 6,201 ] between the Client and VisionAIR. In the
event of conflict between the terms and conditions set forth herein and those set forth in the Agreement,
the terms and conditions set forth in the Agreement shall prevail.
VisionAIR Licensed Software
The following software products constitute the VisionAIR Licensed Software being licensed under the
Agreement:
VisionAIR Software
Automated Citation Importer
License Type
Server
quantity
1
CAD Connection Manager Software License
Server
3
CAD License
Server
4
CAD Monitor Software License
Server
10
CAD Server Software License
Server
1
CAD Tear and Go Printing Software License
Server
1 4
CAD Zetron Model 26 Interface
Server
1
CLETS Interface -
Server
1
FBR Server Software License
Server
1
FBR Workstation Software License
Workstation
24
Identix Livescan Interface
Server
1
Mobile Law Office Workstation Software License
Workstation
3
Mobile Law Vehicle Workstation Software License
Workstation
25
Mobile Server Software License
Server I
1
NCIC Access RMS, Jail, and CAD
Server
3
Remote Support Connectivity
Workstation
1
RMS Server Software License
Server
1
RMS Workstation Software License
Workstation
10
RMS Citations
Workstation
1
RMS Evidence and Bar Code
Workstation
1
RMS Ima in IMu shots I
Workstation
1
RMS Towino
Workstation
1
RMS Traffic Accidents
Workstation
1
Template — SLA — Exhibit A VisionAIR Licensed Software - 051811
System Maintenance Agreement
VISIONAIR CONTACT:
AMANDA DELFOSSE
VISIONAIR, INC.
5601 BARBADOS BLVD.
CASTLE HAYNE, NC 28429
adeifosse@visionair.com
IN I S I O I 1 Ro
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SYSTEM MAINTENANCE AGREEMENT
This SYSTEM MAINTENANCE AGREEMENT (hereinafter "Agreement") is entered into on
December 6, 2011 , by and between the City of Vernon with its principal operation located at
4305 Santa Fe Avenue, Vernon, CA 90058 (hereinafter "Client") and VisionAlR, Inc., a North
Carolina based company with offices located at 5601 Barbados Blvd., Castle Hayne, North
Carolina 28429 (hereinafter "VisionAlR").
WHEREAS, VisionAlR shall perform maintenance services and Client shall accept and pay for
such services, pursuant to the terms and conditions provided herein. Such maintenance services
shall be provided for the baseline and custom VisionAlR software applications (hereinafter
"VisionAlR Licensed Software") as defined in Exhibit A — VisionAlR Licensed Software
(incorporated herein by reference).
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties
hereto agree as follows:
Section 1: Term, Renewal and Termination
1.1 Effective Date. This Agreement shall become effective on the date shown above
(hereinafter "Effective Date").
1.2 Maintenance Commencement Date. The Maintenance Commencement Date shall be
the date that maintenance coverage actually begins on the first product covered under
maintenance as defined in Exhibit A — VisionAlR Licensed Software
1.3 Initial Term. Unless otherwise terminated as hereinafter provided, this Agreement shall
remain in full force and effect for a period of twelve (12) months following the Maintenance
Commencement Date (hereinafter "Initial Term").
1.4 Automatic Renewal. Upon expiration of the Initial Term (as defined in Section 1.3
above), this Agreement shall be extended on a year-to-year basis (hereinafter "Renewal Term") if
prior to the expiration date of the Initial Term, or any Renewal term, the parties hereto mutually
agree to extend this Agreement. Such extension shall be in writing but will not require a formal
document.
Section 2: Fees and Payments
2.1 Annual Fees for Covered Maintenance. The applicable annual maintenance fees for
the products covered under maintenance as defined in Exhibit A — VisionAlR Licensed Software
are based upon the fees defined in VisionAIR's Itemized Quote for the Initial Term and
corresponding Itemized Quotes for each successive Renewal Term.
2.2 Changes in Products Covered Under Maintenance. All annual maintenance fees
referenced herein are subject to increase or decrease based upon changes in the quantity of
VisionAlR Software Licenses, the addition of new software licenses, and/or third -party products.
Such changes will be agreed to in writing, signed by both parties, and memorialized as updates to
Exhibit A — VisionAlR Licensed Software
,VJ_ S 1 O N`-A,, I R"
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2.3 Changes in Fees. At least ninety (90) days prior to the expiration date of the Initial
Term, or subsequent Renewal Term(s), VisionAIR shall provide Client notice of changes to the
annual maintenance fees, if any. Such changes in annual maintenance fees will not become
effective until the next Renewal Term.
2.4 Payment. VisionAIR will invoice Client at least ninety (90) days in advance of the Initial
Term and each subsequent Renewal Term of Covered Maintenance. Such invoices will include
pro rata charges or credits for any Covered Maintenance changes during the Initial Term or
previous Renewal Term, as applicable, and as provided for in Section 2.2 above. All payments for
annual maintenance fees are due upon commencement of the Initial Term and each subsequent
Renewal Term (hereinafter "Maintenance Anniversary Date"). In order to avoid late fees, payment
for annual maintenance fees shall be paid by Client within ninety (90) days of the Maintenance
Anniversary Date. A monthly late fee equal to one and one half percent (1.5%) of the past due
invoice will be due and payable for invoices not paid within ninety. (90) days of the Maintenance
Anniversary Date.
2.5 Refunds. Annual Maintenance fees paid by Client are non-refundable.
2.6 Non -Payment. Default is defined as any failure by Client to pay the quoted annual
maintenance fees within ninety (90) days following commencement of the Initial Term or
subsequent Maintenance Anniversary Dates. If Client is in default due to non-payment, both
parties understand and agree that this Agreement will be deemed inactive and VisionAIR will
suspend all maintenance coverage otherwise provided under this Agreement.
2.7 Reactivation. If Client wishes to reactivate the Agreement following deactivation as
defined in Section 2.6 (above), Client agrees to pay VisionAIR, prior to maintenance reactivation,
annual maintenance fees for the new Renewal Term based upon the annual maintenance fees
that were in effect prior to the date of deactivation, plus a fee equal to fifty percent (50%) of the
new annual maintenance fee, or a Maintenance Recertification Fee, whichever is greater. The
Maintenance Recertification Fee will be based upon the technical services that VisionAIR deems
necessary to restore the VisionAIR Licensed Software to a maintainable status. The
Maintenance Recertification Fee may include, but not be limited to: installation/upgrade
services, data migration services, training, and related project management.
Section 3: Covered Maintenance for Baseline VisionAIR Licensed Software
3.1 Covered Maintenance. The term "Covered Maintenance" as used herein means the
periodic and on -call remedial maintenance VisionAIR deems reasonably appropriate and
necessary to keep the baseline VisionAIR Licensed Software as defined in Exhibit A — VisionAIR
Licensed Software functioning in accordance with the applicable VisionAIR product
documentation.
3.2 VisionAIR will provide the following Maintenance Services to Client:
(a) Telephone Support for the VisionAIR Licensed Software, utilizing a toll -free telephone
line provided by VisionAIR. Telephone support will be based on the coverage plan as defined in
Exhibit A— VisionAlR Licensed Software.
(b) Access to the VisionAIR Client Services Center website for reporting and tracking all
requests for maintenance support of the VisionAIR Licensed Software.
V I S 1 O N V1 R'
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(c) Standard fixes and upgrades to the VisionAIR Licensed Software. VisionAIR
disseminates software corrections for reported malfunctions ("defects") and functional upgrades to
the VisionAIR Licensed Software installed at Client site, as defined in Exhibit A — VisionAIR
Licensed Software through the following delivery models:
(i) Hot Fixes — typically a single package to resolve a specific critical (Priority 0)
defect to an installed software product that cannot wait for a Maintenance
Update.
(ii) Maintenance Updates — typically routine software updates that resolve a
collection of defects in an installed software product.
(iii) Releases — typically a collection of minor functional enhancements and
fixes that resolve a multiple defects in an installed software product.
(iv) Versions — typically a collection of minor and major functional
enhancements to an installed software product.
(d) Initial diagnostic or fact-finding (Tier 1) support for non-VisionAIR software embedded
in or used within the VisionAIR Licensed Software. This Tier 1 support does not include defect
resolution or modifications from VisionAIR. VisionAIR will escalate to the appropriate vendor(s) for
service of these non-VisionAIR software products.
(e) Correction of reported malfunctions ("defects") in the VisionAIR Licensed Software. A
"defect" is defined as an error in the VisionAIR Licensed Software which prevents the software
from functioning in material conformance with the applicable VisionAIR product documentation.
(0 Remote technical support in applying new Versions, Releases, Maintenance Updates,
and Hot Fixes of the VisionAIR Licensed Software on the Client's servers.
(g) Recording Client's request(s) for changes to the VisionAIR Licensed Software.
VisionAIR will provide a method for documenting Client's request(s) and submit each for
consideration in future Versions or Releases of the VisionAIR Licensed Software. VisionAIR is
under no obligation to include the Client's request(s) for changes in any future Version or Release
of the VisionAIR Licensed Software.
(h) Provide modifications to installed Uniform Crime Reporting (UCR) Program or
National Incident Based Reporting System (NIBRS) facilities within the VisionAIR Licensed
Software as necessary to accommodate Government Mandated Changes dictated by State and
Federal agencies having authority over these programs.
(i) Provide modifications to installed VisionAIR Licensed Software that operates with
State and National Criminal Justice Information Systems (State CJIS/NCIC) systems to
accommodate Government Mandated Changes dictated by State and Federal agencies having
authority over these programs.
Section 4: Covered Maintenance for Custom VisionAIR Licensed Software
4.1 Covered Maintenance. The term "Covered Maintenance" as used herein means the
periodic and on -call remedial maintenance VisionAIR deems reasonably appropriate and
necessary to keep the custom VisionAIR Licensed Software as defined in Exhibit A — VisionAIR
Licensed Software functioning in accordance with the applicable VisionAIR Functional
Specification Document (FSD) and/or Interface Definition Document (IDD), as applicable.
....V-1 S ..�._� Xr-k, I R®
Page 4 of 9
4.2 VisionAIR will provide the following Maintenance Services to Client:
(a) Telephone Support for the custom VisionAIR Licensed Software, utilizing a toll -free
telephone line provided by VisionAIR. Telephone support will be based on the coverage plan as
defined in Exhibit A — VisionAIR Licensed Software.
(b) Access to the VisionAIR Client Services Center website for reporting and tracking all
requests for maintenance support of the Custom VisionAIR Licensed Software.
(c) Correction of reported malfunctions ("defects") in the custom VisionAIR Licensed
Software. A "defect" is defined as an error in the Custom VisionAIR Licensed Software which
prevents the software from functioning in material conformance with the applicable VisionAIR
Functional Specification Document (FSD) and/or Interface Definition Document (IDD), as
applicable.
(d) Changes to the custom VisionAIR Licensed Software required as a result of
VisionAIR-developed changes to baseline VisionAIR Licensed Software which prevent the custom
VisionAIR Licensed Software from functioning in material conformance with the applicable
VisionAIR Functional Specification Document (FSD) and/or Interface Definition Document (IDD),
as applicable.
Section 5: Exclusions from Covered Maintenance
5.1 The following services are not covered under the annual maintenance fees referenced
in this Agreement:
(a) The repair of damage(s) to VisionAIR Licensed Software not caused by VisionAIR,
including without limitation, damage resulting from accident, transportation, neglect or misuse,
lightening, failure or fluctuation of electrical power, air conditioning, or humidity control, telephone
equipment or communication line failure, failure of networklcommunications components, or
causes other than normal operational procedures.
(b) Service which is impractical for VisionAIR to render because of alterations in the
VisionAIR Licensed Software made by persons other than VisionAIR, or the connection of
computer equipment and/or software which is not authorized by VisionAIR and adversely affects
the operation of, or VisionAlR's access to, the VisionAlR Licensed Software.
(c) The resolution of problems and/or the repair of defects in the VisionAIR Licensed
Software that are caused by the operation of any computer equipment, software, or firmware that
is not supported by VisionAIR.
(d) The resolution of problems and/or the repair of defects in the VisionAIR Licensed
Software that are caused by changes to third -party products that are not authorized by VisionAIR
and which adversely affect the operation of the VisionAIR Licensed Software.
(e) Requests for changes in the VisionAIR Licensed Software.
(f) The resolution of problems and/or the repair of defects in the VisionAIR Licensed
Software that are caused by any modification or change in the software, computer hardware,
system software, and/or communications infrastructure which adversely affects VisionAIR
Licensed Software and which is not initiated by or authorized by VisionAIR.
(g) The assurance of defect correction for any non-VisionAIR or third -party product.
(h) Any technical and professional services not specifically provided under Sections 3 or 4
(above) including, but not limited to: training services, onsite installation or upgrades services of
I R®
Page 5 of 9
VisionAIR or third -party software products, data migration services, or the services required to
effect changes in operating systems, computer servers, client workstations, and network/
communication infrastructures. Although not covered under the annual maintenance fees, these
services are available for an additional fee as provided for under Section 8.1 (below).
Section 6: Client Responsibilities
6.1 Remote Connectivity Maintenance Service. Client shall supply remote access to
Client's network, servers, and workstations in order for VisionAIR to perform Covered
Maintenance services via secure Internet access and the latest version of Microsoft's Internet
browser software (Internet Explorer). Client shall maintain a license to a VisionAIR-prescribed
remote access support tool.
6.2 Backup of data. Client is responsible for maintaining proper backups of all data in the
event that it becomes necessary to recover from a disk storage failure, a catastrophic system
failure, or a disaster affecting the Client facilities.
6.3 Hardware and Network Upgrades. Client acknowledges that due to the dynamic
nature of the information technology industry and frequent product replacements and/or upgrades
developed independently by third -party hardware and software vendors,. VisionAIR has no control
over the turnover of product or obsolescence of technology of third -party products. Client also
acknowledges that VisionAIR develops its Minimum Recommended Hardware Configuration
specifications based upon the third -party product information available at the time of publication.
Therefore, with respect to third -party hardware and software, Client shall retain the responsibility
for the costs of purchase and installation of hardware and software upgrades necessary to
maintain the functionality of the VisionAIR Licensed Software. VisionAIR develops the Minimum
Recommended Hardware Configuration specifications without consideration for other non-
VisionAIR supplied software applications. Additional hardware specifications should be
considered if the Client intends to support other software applications on the server and/or
network infrastructure being used to support the VisionAIR Licensed Software. Additionally, the
accumulation of data in Client's database over a period of time may require expanding the
capacity of disk drives and memory of the system servers and workstations in order to maintain
acceptable system performance. Subject to all of the affirmative duties and obligations of
VisionAIR under this System Maintenance Agreement, it is the Client's sole responsibility to
maintain the system according to VisionAIR's Minimum Recommended Hardware Configuration
specifications to ensure adequate performance and availability of the VisionAIR Licensed
Software.
Section 7: Warranty and Limitation of Liability
7.1 DISCLAIMER OF WARRANTY. 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.
7.2 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
vISIONR..1 Ro
Page 6 of 9
ANY LOSS OR DAMAGE RELATED TO THE OPERATION, DELAY, OR FAILURE OF THE
VISIONAIR LICENSED SOFTWARE AND/OR SUPPORTING THIRD -PARTY PRODUCTS, FOR
THE ACCURACY OR COMPLETENESS OF DATA, OR 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
CLIENT UNDER THIS AGREEMENT DURING THE INITIAL TERM, OR THE RENEWAL TERM
THAT THE LIABILITY IS INCURRED.
Section 8: Additional Products and Services
8.1 Onsite Upgrade Services. Client may, from time to time, request that VisionAIR
perform additional professional and technical services to install, upgrade, re -platform, migrate
data, and/or provide onsite training for the VisionAIR Licensed Software as defined in Exhibit A —
VisionAlR Licensed Software. VisionAIR and, if applicable, its third -party vendors, shall perform
these upgrade services and Client shall accept and pay for such services, pursuant to the terms
and conditions provided herein. Such upgrade services shall be provided for a fee in addition to
the annual maintenance fees, but only at the request of the Client and only by mutual agreement
of both parties based upon the upgrade services defined under an Exhibit C — Upgrade Services
and the supporting attachments incorporated therein.
8.2 Additional Products and Services. Client may, from time to time, request that
VisionAIR perform additional professional and technical services to deliver, install, and train on
additional VisionAIR Licensed Software products and/or additional third -party products. VisionAIR
and, if applicable, its third -party vendors, shall deliver these products and perform these services
and Client shall accept and pay for such products and services, pursuant to the terms and
conditions provided herein. Such products and related professional and technical services shall
be provided for a fee in addition to the annual maintenance fees, but only at the request of the
Client and only by mutual agreement of both parties based upon the products and services
defined under an Exhibit D — Additional Project and the supporting attachments incorporated
therein.
Section 9: General
9.1 Product Versions/Releases and Support. VisionAIR's obligation to provide support
under this Agreement diminishes as products are replaced by more current Releases or Versions.
The current, generally available (referred to as GA) Release or Version of the VisionAIR Licensed
Software and the Version or Release immediately preceding it are fully supported. These two
Versions/Releases qualify for the support defined under Section 3 (above). Any Versions or
Releases older than these two referenced above will be eligible to receive telephone support and
resolution of critical (Priority 0) defects only as they occur up to the announced End -of -Life date
for VisionAIR Licensed Software products. VisionAIR will announce the availability of new
software Releases and Versions to facilitate timely upgrades and 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 Notices. Any Notice, request, instruction, or other document pertaining to this
Agreement shall be sent to the appropriate contacts listed below and shall be deemed to have
been duly given or served if delivered in person or deposited in the United States mail, certified
mail, return receipt requested:
-G I S 1 O N A., I R®
Page 7 of 9
If to VisionAIR:
VisionAIR
Contracts Administrator
5601 Barbados Blvd.
Castle Hayne, NC 28429
If to Client:
9.4 Construction. This Agreement has been prepared jointly and will not be strictly
construed against either party.
9.5 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.
9.6 Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to
this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including
the determination of the scope or applicability of this Agreement to arbitrate, shall be determined
by arbitration in Los Angeles, California. The arbitration shall be administers by JAMS pursuant to
it's Streamlined Arbitration Rules and Procedures. The arbitrator shall be a retired judge. All
decisions of the arbitrator shall be in wiring and the arbitrator shall provide written reasons for their
decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award
may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not
preclude parties from seeking provisional remedies in aid of arbitration from a court having
jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under the Agreement
shall be the Superior Court of California, Los Angeles County.
9.7 Entire Agreement. This Agreement constitutes the entire Agreement between the
parties hereto with respect to maintenance of the VisionAIR Licensed Software and shall
supersede all previous or contemporaneous negotiations, commitments, and writings with respect
to matters set forth herein. This Agreement may be only modified in writing and 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 submitted
by the Client at any time.
_V `S��l O- ./t,_1 R'
Page 8 of 9
IN WITNESS WHEREOF, the parties have caused the terms and conditions of this
Agreement to be duly executed as of the date first written above.
VisionAIR, pc.:
Signature:
Name: Mike Lyons
Title: Vice President of Operations
Date: /VOv
Signature:
Name:
Date: 11110)
-V- S 1 O N" K, I R*
Client:
Signature:
Name: Hilario Gonzales
Title: Mayor
Date:
ATTEST:
Signature:
Name: Willard G. Yamaguchi
Title: City Clerk
Date:
APPROVED AS TO FORM:
Willard G. Yamaguchi,
Chief Deputy City Attorney
Page 9 of 9
Exhibit A — VislonAIR Licensed Software
to
System Maintenance Agreement
This Exhibit is attached to, incorporated in and forms part of the System Maintenance Agreement (herein
referred to as the "Agreement'), dated December 6. 2011, between the Client and VisionAIR. In the
event of conflict between the terms and conditions set forth herein and those set forth in the Agreement,
the terms and conditions set forth in the Agreement shall prevail.
VisionAIR will provide the Covered Maintenance as described in Sections 3 and 4 of the Agreement for
the VisionAIR Licensed Software products listed in the table on the following pages:
Product..
Automated citation importer
1
Begins
N/A
Term
N/A
Time
Remote Support
8 x 5
Supplier
VisionAIR
CAD Connection Manager Software
License
3
N/A
N/A
Remote Support
24 x 7
VisionAIR
CAD License
4
N/A
N/A
Remote Support
24 x 7
VisionAIR
CAD Monitor Software License
10
N/A
N/A
Remote Support
24 x 7
VisionAIR
CAD Server Software License
1
N/A
N/A
Remote Support
24 x 7
VisionAIR
CAD Tear and Go Printing Software
License
4
N/A
N/A
Remote Support
24 x 7
VisionAIR
CAD Zetron Model 26 Interface
1
N/A
N/A
Remote Support
24 x 7
VisionAIR
CLETS Interface
1
N/A
N/A
Remote Support
24 x 7
VisionAIR
FBR Server Software License
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
FBR Workstation Software License
24
N/A
N/A
Remote Support
8 x 5
VisionAIR
Identix Livescan Interface
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
Mobile Law Office Workstation
Software License
3
N/A
N/A
Remote Support
8 x 5
VisionAIR
Mobile Law Vehicle Workstation
Software License
25
N/A
N/A
Remote Support
8 x 5
VisionAIR
Mobile Server Software License
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
NCIC Access RMS, Jail, and CAD
3
N/A
N/A
Remote Support
24 x 7
VisionAIR
Remote Support Connectivity
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
RMS Server Software License
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
RMS Workstation Software License
10
N/A
N/A
Remote Support
8 x 5
VisionAIR
RMS Citations
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
RMS Evidence and Bar Code
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
RMS Ima in /Mu shots
1
N/A
EN/A
Remote Support
8 x 5
VisionAIR
RMS Towin
1
N/A
Remote Support
8 x 5
VisionAIR
RMS Traffic Accidents
1
N/A
N/A -
Remote Support
8 x 5
VisionAIR
Warranty/Maintenance Expiration
The initiation of warranties and therefore the Maintenance Commencement Dates associated
with each VisionAIR Licensed Software product listed above will vary with such dates being
undetermined at the time of execution of this Agreement. As such, the expiration dates for the
Initial Term may vary by product. The Client and VisionAIR therefore understand and agree that
in order for maintenance to continue uninterrupted throughout Year 2 and/or beyond Year 2, an
additional maintenance Renewal Term(s) will have to be paid for by the Client for those
VisionAIR Licensed Software products which have maintenance coverage expiring during Year
2 of this Agreement.
VisionAIR agrees to support Client in synchronizing the Renewal Terms on all VisionAIR
Licensed Software products so as to make each coterminous with Client's fiscal year.
VisionAIR shall support Client in this process upon Client request at any point following
expiration of warranties on the VisionAIR Licensed Software products.
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
December 8, 2011
VisionAir, Inc.
Attn: Amanda Delfosse, Staff Accountant
5601 Barbados Blvd.
Castle Hayne, NC 28429-5655
Re: Software License Agreement and System Maintenance Agreement
Dear Ms. Delfosse:
Transmitted herewith is are fully executed originals of the above -referenced agreements
approved by City Council on December 6, 2011, through Resolution No. 2011-201.
If you have any questions regarding this matter, please call James Rodino, at (323) 583-8811 ext.
115.
Very t ly yours,
ILLARD G.4AeCHJ�1.
City Clerk
WGY:dj
Enclosure
c: Daniel Calleros
James Rodino
Resolution No. 2011-202
Agreement No. 11-129
Ez,,cfusivefy Industriat
S I O N"V I R0
System Maintenance Agreement
VISIONAIR CONTACT:
AMANDA DELFOSSE
VISIONAIR, INC.
5501 BARBADOS BLVD.
CASTLE HAYNE, NC 28429
adelfosse@visionair.com
. � S I O IN --A,, I R®
Page I of 9
SYSTEM MAINTENANCE AGREEMENT
This SYSTEM MAINTENANCE AGREEMENT (hereinafter "Agreement") is entered into on
December 6, 2011 , by and between the City of Vernon with its principal operation located at
4305 Santa Fe Avenue, Vernon, CA 90058 (hereinafter "Client") and VisionAlR, Inc., a North
Carolina based company with offices located at 5601 Barbados Blvd., Castle Hayne, North
Carolina 28429 (hereinafter "VisionAlR").
WHEREAS, VisionAlR shall perform maintenance services and Client shall accept and pay for
such services, pursuant to the terms and conditions provided herein. Such maintenance services
shall be provided for the baseline and custom VisionAlR software applications (hereinafter
"VisionAlR Licensed Software") as defined in Exhibit A — VisionAlR Licensed Software
(incorporated herein by reference).
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties
hereto agree as follows:
Section 1: Term, Renewal and Termination
1.1 Effective Date. This Agreement shall become effective on the date shown above
(hereinafter "Effective Date").
1.2 Maintenance Commencement Date. The Maintenance Commencement Date shall be
the date that maintenance coverage actually begins on the first product covered under
maintenance as defined in Exhibit A — VisionAlR Licensed Software
1.3 Initial Term. Unless otherwise terminated as hereinafter provided, this Agreement shall
remain in full force and effect for a period of twelve (12) months following the Maintenance
Commencement Date (hereinafter "Initial Term").
1.4 Automatic Renewal. Upon expiration of the Initial Term (as defined in Section 1.3
above), this Agreement shall be extended on a year-to-year basis (hereinafter "Renewal Term") if
prior to the expiration date of the Initial Term, or any Renewal term, the parties hereto mutually
agree to extend this Agreement. Such extension shall be in writing but will not require a formal
document.
Section 2: Fees and Payments
2.1 Annual Fees for Covered Maintenance. The applicable annual maintenance fees for
the products covered under maintenance as defined in Exhibit A — VisionAlR Licensed Software
are based upon the fees defined in VisionAIR's Itemized Quote for the Initial Term and
corresponding Itemized Quotes for each successive Renewal Term.
2.2 Changes in Products Covered Under Maintenance. All annual maintenance fees
referenced herein are subject to increase or decrease based upon changes in the quantity of
VisionAlR Software Licenses, the addition of new software licenses, and/or third -party products.
Such changes will be agreed to in writing, signed by both parties, and memorialized as updates to
Exhibit A — VisionAlR Licensed Software
S I �0 N'A,, I R*
Page 2 of 9
2.3 Changes in Fees. At least ninety (90) days prior to the expiration date of the Initial
Term, or subsequent Renewal Term(s), VisionAIR shall provide Client notice of changes to the
annual maintenance fees, if any. Such changes in annual maintenance fees will not become
effective until the next Renewal Term.
2.4 Payment. VisionAIR will invoice Client at least ninety (90) days in advance of the Initial
Term and each subsequent Renewal Term of Covered Maintenance. Such invoices will include
pro rata charges or credits for any Covered Maintenance changes during the Initial Term or
previous Renewal Term, as applicable, and as provided for in Section 2.2 above. All payments for
annual maintenance fees are due upon commencement of the Initial Term and each subsequent
Renewal Term (hereinafter "Maintenance Anniversary Date"). In order to avoid late fees, payment
for annual maintenance fees shall be paid by Client within ninety (90) days of the Maintenance
Anniversary Date. A monthly late fee equal to one and one half percent (1.5%) of the past due
invoice will be due and payable for invoices not paid within ninety. (90) days of the Maintenance
Anniversary Date.
2.5 Refunds. Annual Maintenance fees paid by Client are non-refundable.
2.6 Non -Payment. Default is defined as any failure by Client to pay the quoted annual
maintenance fees within ninety (90) days following commencement of the Initial Term or
subsequent Maintenance Anniversary Dates. If Client is in default due to non-payment, both
parties understand and agree that this Agreement will be deemed inactive and VisionAIR will
suspend all maintenance coverage otherwise provided under this Agreement.
2.7 Reactivation. If Client wishes to reactivate the Agreement following deactivation as
defined in Section 2.6 (above), Client agrees to pay VisionAIR, prior to maintenance reactivation,
annual maintenance fees for the new Renewal Term based upon the annual maintenance fees
that were in effect prior to the date of deactivation, plus a fee equal to fifty percent (50%) of the
new annual maintenance fee, or a Maintenance Recertification Fee, whichever is greater. The
Maintenance Recertification Fee will be based upon the technical services that VisionAIR deems
necessary to restore the VisionAIR Licensed Software to a maintainable status. The
Maintenance Recertification Fee may include, but not be limited to: installation/upgrade
services, data migration services, training, and related project management.
Section 3: Covered Maintenance for Baseline VisionAIR Licensed Software
3.1 Covered Maintenance. The term "Covered Maintenance" as used herein means the
periodic and on -call remedial maintenance VisionAIR deems reasonably appropriate and
necessary to keep the baseline VisionAIR Licensed Software as defined in Exhibit A — VisionAIR
Licensed Software functioning in accordance with the applicable VisionAIR product
documentation.
3.2 VisionAIR will provide the following Maintenance Services to Client:
(a) Telephone Support for the VisionAIR Licensed Software, utilizing a toll -free telephone
line provided by VisionAIR. Telephone support will be based on the coverage plan as defined in
Exhibit A — VisionAlR Licensed Software.
(b) Access to the VisionAIR Client Services Center website for reporting and tracking all
requests for maintenance support of the VisionAIR Licensed Software.
.�V I S 1 O IN' V, I R*
Page 3 of 9
(c) Standard fixes and upgrades to the VisionAIR Licensed Software. VisionAIR
disseminates software corrections for reported malfunctions ("defects") and functional upgrades to
the VisionAIR Licensed Software installed at Client site, as defined in Exhibit A — VisionAIR
Licensed Software, through the following delivery models:
(i) Hot Fixes — typically a single package to resolve a specific critical (Priority 0)
defect to an installed software product that cannot wait for a Maintenance
Update.
(ii) Maintenance Updates — typically routine software updates that resolve a
collection of defects in an installed software product.
(iii) Releases — typically a collection of minor functional enhancements and
fixes that resolve a multiple defects in an installed software product.
(iv) Versions — typically a collection of minor and major functional
enhancements to an installed software product.
(d) Initial diagnostic or fact-finding (Tier 1) support for non-VisionAIR software embedded
in or used within the VisionAIR Licensed Software. This Tier 1 support does not include defect
resolution or modifications from VisionAIR. VisionAIR will escalate to the appropriate vendor(s) for
service of these non-VisionAIR software products.
(e) Correction of reported malfunctions ("defects") in the VisionAIR Licensed Software. A
"defect" is defined as an error in the VisionAIR Licensed Software which prevents the software
from functioning in material conformance with the applicable VisionAIR product documentation.
(f) Remote technical support in applying new Versions, Releases, Maintenance Updates,
and Hot Fixes of the VisionAIR Licensed Software on the Client's servers.
(g) Recording Client's request(s) for changes to the VisionAIR Licensed Software.
VisionAIR will provide a method for documenting Client's request(s) and submit each for
consideration in future Versions or Releases of the VisionAIR Licensed Software. VisionAIR is
under no obligation to include the Client's request(s) for changes in any future Version or Release
of the VisionAIR Licensed Software.
(h) Provide modifications to installed Uniform Crime Reporting (UCR) Program or
National Incident Based Reporting System (NIBRS) facilities within the VisionAIR Licensed
Software as necessary to accommodate Government Mandated Changes dictated by State and
Federal agencies having authority over these programs.
(i) Provide modifications to installed VisionAIR Licensed Software that operates with
State and National Criminal Justice Information Systems (State CJIS/NCIC) systems to
accommodate Government Mandated Changes dictated by State and Federal agencies having
authority over these programs.
Section 4: Covered Maintenance for Custom VisionAIR Licensed Software
4.1 Covered Maintenance. The term "Covered Maintenance" as used herein means the
periodic and on -call remedial maintenance VisionAIR deems reasonably appropriate and
necessary to keep the custom VisionAIR Licensed Software as defined in Exhibit A — VisionAIR
Licensed Software functioning in accordance with the applicable VisionAIR Functional
Specification Document (FSD) and/or Interface Definition Document (IDD), as applicable.
I S O
Page 4 of 9
4.2 VisionAIR will provide the following Maintenance Services to Client:
(a) Telephone Support for the custom VisionAIR Licensed Software, utilizing a toll -free
telephone line provided by VisionAIR. Telephone support will be based on the coverage plan as
defined in Exhibit A — VisionAlR Licensed Software.
(b) Access to the VisionAIR Client Services Center website for reporting and tracking all
requests for maintenance support of the Custom VisionAIR Licensed Software.
(c) Correction of reported malfunctions ("defects") in the custom VisionAIR Licensed
Software. A "defect" is defined as an error in the Custom VisionAIR Licensed Software which
prevents the software from functioning in material conformance with the applicable VisionAIR
Functional Specification Document (FSD) and/or Interface Definition Document (IDD), as
applicable.
(d) Changes to the custom VisionAIR Licensed Software required as a result of
VisionAIR-developed changes to baseline VisionAIR Licensed Software which prevent the custom
VisionAIR Licensed Software from functioning in material conformance with the applicable
VisionAIR Functional Specification Document (FSD) and/or Interface Definition Document (IDD),
as applicable.
Section 5: Exclusions from Covered Maintenance
5.1 The following services are not covered under the annual maintenance fees referenced
in this Agreement:
(a) The repair of damage(s) to VisionAIR Licensed Software not caused by VisionAIR,
including without limitation, damage resulting from accident, transportation, neglect or misuse,
lightening, failure or fluctuation of electrical power, air conditioning, or humidity control, telephone
equipment or communication line failure, failure of network/communications components, or
causes other than normal operational procedures.
(b) Service which is impractical for VisionAIR to render because of alterations in the
VisionAIR Licensed Software made by persons other than VisionAIR, or the connection of
computer equipment and/or software which is not authorized by VisionAIR and adversely affects
the operation of, or VisionAIR's access to, the VisionAIR Licensed Software.
(c) The resolution of problems and/or the repair of defects in the VisionAIR Licensed
Software that are caused by the operation of any computer equipment, software, or firmware that
is not supported by VisionAIR.
(d) The resolution of problems and/or the repair of defects in the VisionAIR Licensed
Software that are caused by changes to third -party products that are not authorized by VisionAIR
and which adversely affect the operation of the VisionAIR Licensed Software.
(e) Requests for changes in the VisionAIR Licensed Software.
(f) The resolution of problems and/or the repair of defects in the VisionAIR Licensed
Software that are caused by any modification or change in the software, computer hardware,
system software, and/or communications infrastructure which adversely affects VisionAIR
Licensed Software and which is not initiated by or authorized by VisionAIR.
(g) The assurance of defect correction for any non-VisionAIR or third -party product.
(h) Any technical and professional services not specifically provided under Sections 3 or 4
(above) including, but not limited to: training services, onsite installation or upgrades services of
,"Vll S I ,1 R*
Page 5 of 9
VisionAIR or third -party software products, data migration services, or the services required to
effect changes in operating systems, computer servers, client workstations, and network/
communication infrastructures. Although not covered under the annual maintenance fees, these
services are available for an additional fee as provided for under Section 8.1 (below).
Section 6: Client Responsibilities
6.1 Remote Connectivity Maintenance Service. Client shall supply remote access to
Client's network, servers, and workstations in order for VisionAIR to perform Covered
Maintenance services via secure Internet access and the latest version of Microsoft's Internet
browser software (Internet Explorer). Client shall maintain a license to a VisionAIR-prescribed
remote access support tool.
6.2 Backup of data. Client is responsible for maintaining proper backups of all data in the
event that it becomes necessary to recover from a disk storage failure, a catastrophic system
failure, or a disaster affecting the Client facilities.
6.3 Hardware and Network Upgrades. Client acknowledges that due to the dynamic
nature of the information technology industry and frequent product replacements and/or upgrades
developed independently by third -party hardware and software vendors, VisionAIR has no control
over the turnover of product or obsolescence of technology of third -party products. Client also
acknowledges that VisionAIR develops its Minimum Recommended Hardware Configuration
specifications based upon the third -party product information available at the time of publication.
Therefore, with respect to third -party hardware and software, Client shall retain the responsibility
for the costs of purchase and installation of hardware and software upgrades necessary to
maintain the functionality of the VisionAIR Licensed Software. VisionAIR develops the Minimum
Recommended Hardware Configuration specifications without consideration for other non-
VisionAIR supplied software applications. Additional hardware specifications should be
considered if the Client intends to support other software applications on the server and/or
network infrastructure being used to support the VisionAIR Licensed Software. Additionally, the
accumulation of data in Client's database over a period of time may require expanding the
capacity of disk drives and memory of the system servers and workstations in order to maintain
acceptable system performance. Subject to all of the affirmative duties and obligations of
VisionAIR under this System Maintenance Agreement, it is the Client's sole responsibility to
maintain the system according to VisionAIR's Minimum Recommended Hardware Configuration
specifications to ensure adequate performance and availability of the VisionAIR Licensed
Software.
Section 7: Warranty and Limitation of Liability
7.1 DISCLAIMER OF WARRANTY. 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.
7.2 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
V 15 1 O r4 A,,, I Ro
Page 6 of 9
ANY LOSS OR DAMAGE RELATED TO THE OPERATION, DELAY, OR FAILURE OF THE
VISIONAIR LICENSED SOFTWARE AND/OR SUPPORTING THIRD -PARTY PRODUCTS, FOR
THE ACCURACY OR COMPLETENESS OF DATA, OR 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
CLIENT UNDER THIS AGREEMENT DURING THE INITIAL TERM, OR THE RENEWAL TERM
THAT THE LIABILITY IS INCURRED.
Section 8: Additional Products and Services
8.1 Onsite Upgrade Services. Client may, from time to time, request that VisionAIR
perform additional professional and technical services to install, upgrade, re -platform, migrate
data, and/or provide onsite training for the VisionAIR Licensed Software as defined in Exhibit A —
VisionAlR Licensed Software. VisionAIR and, if applicable, its third -party vendors, shall perform
these upgrade services and Client shall accept and pay for such services, pursuant to the terms
and conditions provided herein. Such upgrade services shall be provided for a fee in addition to
the annual maintenance fees, but only at the request of the Client and only by mutual agreement
of both parties based upon the upgrade services defined under an Exhibit C — Up -grade Services
and the supporting attachments incorporated therein.
8.2 Additional Products and Services. Client may, from time to time, request that
VisionAIR perform additional professional and technical services to deliver, install, and train on
additional VisionAIR Licensed Software products and/or additional third -party products. VisionAIR
and, if applicable, its third -party vendors, shall deliver these products and perform these services
and Client shall accept and pay for such products and services, pursuant to the terms and
conditions provided herein. Such products and related professional and technical services shall
be provided for a fee in addition to the annual maintenance fees, but only at the request of the
Client and only by mutual agreement of both parties based upon the products and services
defined under an Exhibit D — Additional Project and the supporting attachments incorporated
therein.
Section 9: General
9.1 Product Versions/Releases and Support. VisionAIR's obligation to provide support
under this Agreement diminishes as products are replaced by more current Releases or Versions.
The current, generally available (referred to as GA) Release or Version of the VisionAIR Licensed
Software and the Version or Release immediately preceding it are fully supported. These two
Versions/Releases qualify for the support defined under Section 3 (above). Any Versions or
Releases older than these two referenced above will be eligible to receive telephone support and
resolution of critical (Priority 0) defects only as they occur up to the announced End -of -Life date
for VisionAIR Licensed Software products. VisionAIR will announce the availability of new
software Releases and Versions to facilitate timely upgrades and 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 Notices. Any Notice, request, instruction, or other document pertaining to this
Agreement shall be sent to the appropriate contacts listed below and shall be deemed to have
been duly given or served if delivered in person or deposited in the United States mail, certified
mail, return receipt requested:
V I S ON"lt-,,, 1 Ro
Page 7 of 9
If to VisionAIR:
VisionAIR
Contracts Administrator
5601 Barbados Blvd.
Castle Hayne, NC 28429
If to Client:
9.4 Construction. This Agreement has been prepared jointly and will not be strictly
construed against either party.
9.5 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.
9.6 Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to
this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including
the determination of the scope or applicability of this Agreement to arbitrate, shall be determined
by arbitration in Los Angeles, California. The arbitration shall be administers by JAMS pursuant to
it's Streamlined Arbitration Rules and Procedures. The arbitrator shall be a retired judge. All
decisions of the arbitrator shall be in wiring and the arbitrator shall provide written reasons for their
decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award
may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not
preclude parties from seeking provisional remedies in aid of arbitration from a court having
jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under the Agreement
shall be the Superior Court of California, Los Angeles County.
9.7 Entire Agreement. This Agreement constitutes the entire Agreement between the
parties hereto with respect to maintenance of the VisionAIR Licensed Software and shall
supersede all previous or contemporaneous negotiations, commitments, and writings with respect
to matters set forth herein. This Agreement may be only modified in writing and 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 submitted
by the Client at any time.
S 1 O
Page 8 of 9
IN WITNESS WHEREOF, the parties have caused the terms and conditions of this
Agreement to be duly executed as of the date first written above.
VisionAIR, nc.:
Signature:
Name: Mike Lyons
Title: Vice President of Operations
Date: A V� V 14 ZO / 1
Signature:
Name:
Title:
Date: ) I JI bil
Client: Q �----
Signatu ^-��
Name: IX%UXKXi KXXM William:.Davis
Title: Mayor ,Pro—Tem
Name: Willard G. Yamaguchi
City Clerk
Date: % C�__ r' �/
AP OVED AS 0 RM:
Wi lard G. am hi,
Chief DeputyCU.0 Attorney
Page 9 of 9
EXHIBIT A
Exhibit A — VisionAIR Licensed Software
to
System Maintenance Agreement
This Exhibit is attached to, incorporated in and forms part of the System Maintenance Agreement (herein
referred to as the "Agreement'), dated December 6, 2011, between the Client and VisionAIR. In the
event of conflict between the terms and conditions set forth herein and those set forth in the Agreement,
the terms and conditions set forth in the Agreement shall prevail.
VisionAIR will provide the Covered Maintenance as described in Sections 3 and 4 of the Agreement for
the VisionAIR Licensed Software products listed in the table on the following pages:
Automated Citation importer
Qty
1
Warranty
Begins
N/A
Warranty
Term
N/A
ResponseProduct
Time
Remote Support
8 x 5
VisionAIR
CAD Connection Manager Software
License
3
N/A
N/A
Remote Support
24 x 7
VisionAIR
CAD License
4
N/A
N/A
Remote Support
24 x 7
VisionAIR
CAD Monitor Software License
10
N/A
N/A
I Remote Support
24 x 7
VisionAIR
CAD Server Software License
1
N/A
N/A
Remote Support
24 x 7
VisionAIR
CAD Tear and Go Printing Software
License
4
N/A
N/A
Remote Support
24 x 7
VisionAIR
CAD Zetron Model 26 Interface
1
N/A
N/A
Remote Support
24 x 7
VisionAIR
CLETS Interface
1
N/A
N/A
Remote Support
24 x 7
VisionAIR
FBR Server Software License
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
FBR Workstation Software License
24
N/A
N/A
Remote Support
8 x 5
VisionAIR
Identix Livescan Interface
1
N/A
N/A
I Remote Support
8 x 5
VisionAlR
Mobile Law Office Workstation
Software License
3
1 N/A
N/A
Remote Support
8 x 5
VisionAIR
Mobile Law Vehicle Workstation
Software License
25
N/A
N/A
Remote Support
8 x 5
VisionAIR
Mobile Server Software License
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
NCIC Access RMS, Jail, and CAD
3
N/A
N/A
Remote Support
24 x 7
VisionAIR
Remote Support Connectivity
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
RIMS Server Software License
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
RIMS Workstation Software License
10
N/A
N/A
Remote Support
8 x 5
VisionAIR
RIMS Citations
1
N/A I
N/A
Remote Support
8 x 5
VisionAIR
RIMS Evidence and Bar Code
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
RIMS Ima in /Mu shots
1
N/A
N/A
Remote Support
8 x 5
VisionAIR
RIMS Towing
1
N/A
N/A
Remote Support
6 x 5
VisionAIR
RIMS Traffic Accidents
1
N/A
N/A I
Remote Support
8 x 5
VisionAIR
Warranty/Maintenance Expiration
The initiation of warranties and therefore the Maintenance Commencement Dates associated
with each VisionAIR Licensed Software product listed above will vary with such dates being
undetermined at the time of execution of this Agreement. As such, the expiration dates for the
Initial Term may vary by product. The Client and VisionAIR therefore understand and agree that
in order for maintenance to continue uninterrupted throughout Year 2 and/or beyond Year 2, an
additional maintenance Renewal Term(s) will have to be paid for by the Client for those
VisionAIR Licensed Software products which have maintenance coverage expiring during Year
2 of this Agreement.
VisionAIR agrees to support Client in synchronizing the Renewal Terms on all VisionAIR
Licensed Software products so as to make each coterminous with Client's fiscal year.
VisionAIR shall support Client in this process upon Client request at any point following
expiration of warranties on the VisionAIR Licensed Software products.
S I O
Software License Agreement
VISIONAIR CONTACT:
AMANDA DELFOSSE
VISIONAIR, INC.
5801 BARBADOS BLVD.
CASTLE HAYNE, NC 28429
adelfosse@visional r.Com
-V SI 1 0 N� A,, I R®
Page 1 of 8
Software License Agreement
THIS SOFTWARE LICENSE AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into as of December 6. 2011 between VisionAlR, Inc. (hereinafter
referred to as "VisionAlR") with its principal place of business at 5601 Barbados Blvd.
Castle Hayne, North Carolina 28429, and the City of Vernon (herein referred to as
"Client") with its principal place of operation at 4305 Santa Fe Avenue, Vernon, CA
90058.
WHEREAS, Client desires to obtain from VisionAlR, and VisionAlR desires to grant
Client, a perpetual, nontransferable, nonassignable license to use the software
(hereinafter referred to as "VisionAlR Licensed Software") described herein, for its own
use, upon payment of the License Fees. Payment of the License Fees is solely for the
right to use the VisionAlR Licensed Software pursuant to the terms and conditions of this
Agreement and the attached Exhibit A - VisionAlR Licensed Software (incorporated
herein) and does not constitute the purchase of the VisionAlR Licensed Software or of
any title thereto.
WHEREAS, use of the VisionAlR Licensed Software is restricted to the agencies and
locations listed in Exhibit C — Authorized Agencies and Locations
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the
parties hereto agree as follows:
Section 1: Definitions
1.1 "Code Error" means an error in the code of the Licensed Software which prevents
a Module from operating in accordance with the Documentation in any material respect.
1.2 "Documentation" means all printed or electronic documentation which VisionAlR
customarily provides or makes available with the Licensed Software, including all
Updates thereto.
1.3 "License Fees" mean the fees that Client pays to VisionAlR for the rights to use
the Licensed Software pursuant to the terms and conditions of this Agreement and the
attached exhibits.
1.4 "Software" means a set of instructions consisting of symbolic languages,
processes and logic routines in machine executable form used in the operation of
computer equipment applied to the performance of specific tasks.
1.5 "Trade Secret" or "Confidential Information" means any business, technical, or
other information disclosed by a party which, at the time of disclosure, (a) derives
independent economic value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by other persons who can obtain
economic value from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain secrecy.
1.6 "Update" means (a) any published revision or correction to the Documentation;
and (b) any revision, correction, enhancement, hot fix, maintenance update, or new
--- SI I O IN" A,,1 R®
Page 2 of 8
release, or new version (including beta versions) of the Licensed Software, except for
those designated as new products for which VisionAIR charges separately.
Section 2: Ownership of Intellectual Property
2.1 The Licensed Software, including original and any copies thereof, in whole or in
part, whether said original and copies are made by VisionAIR or Client or anyone else
and all copyright, patent and trade secret and other intellectual and proprietary rights
therein are and remain the property of VisionAIR.
2.2 Client has been advised by VisionAIR that aspects of the Licensed Software are
Trade Secrets of VisionAIR. These may include, but are not limited to, the following:
system design, modular program structure, system logic flow, file layout, video and
report formats, coding techniques, and routines, file handling and special search
techniques, video screen data entry handling and report and/or forms generation.
2.3 Client agrees to include on any copies made of the Licensed Software
the same notices of VisionAIR's ownership interests, if applicable, that appear on the
original.
Section 3: Scope of Authorized Use
3.1 For the License Fees, VisionAIR shall furnish Client with one (1) copy of the
Licensed Software, including Documentation in electronic format. VisionAIR shall
similarly furnish Updates that it may produce once they become generally available, and
such Updates shall be furnished according to the provisions of the VisionAIR System
Maintenance Agreement duly executed by the parties and for as long as the System
Maintenance Agreement is in effect.
3.2 Client is granted a perpetual, nontransferable, nonassignable license to utilize
the Licensed Software for Client's own use and, if applicable, for use at other locations
and/or authorized agencies as defined in Exhibit C — Authorized Agencies and
Locations. Client shall not have the right to sublicense the VisionAIR Licensed Software
in any manner.
3.3 Client shall not assign or otherwise transfer this License or the Licensed
Software or any part thereof, by operation of law or otherwise, directly or indirectly,
including, but not limited to, transfers to any joint venture or combination arrangements
with any other person or entity.
3.4 Client understands that it shall not use the VisionAIR Licensed Software in any
other agency, political jurisdiction, or at any other site location, except those, if any,
designated in Exhibit C — Authorized Agencies and Locations without prior written
authorization from VisionAIR.
Section 4: Warranty and Limitation of Liability
4.1 CLIENT ACKNOWLEDGES THAT THE VISIONAIR LICENSED SOFTWARE IS
OF SUCH COMPLEXITY THAT IT MAY CONTAIN INHERENT DEFECTS, AND
AGREES THAT AS VISIONAIR'S LIABILITY AND AS CLIENT'S SOLE REMEDY,
VISIONAIR WILL PROVIDE ALL COMMERCIALLY REASONABLE PROGRAMMING
Page 3 of 8
SERVICES TO CORRECT DOCUMENTED CODE ERRORS WHICH DIAGNOSIS
INDICATES WERE CAUSED BY A DEFECT IN AN UNALTERED VERSION OF THE
DELIVERED VISIONAIR LICENSED SOFTWARE. THIS REMEDY IS LIMITED TO
DOCUMENTED "CODE ERRORS". THIS NONTRANSFERABLE WARRANTY IS VALID
FOR A PERIOD OF ONE (1) YEAR, BEGINNING ON THE DATE THAT THE
LICENSED SOFTWARE IS FIRST USED OPERATIONALLY BY THE CLIENT, OR
THIRTY (30) DAYS FOLLOWING VISIONAIR'S CERTIFICATION THAT THE
VISIONAIR LICENSED SOFTWARE IS READY FOR OPERATIONAL USE,
WHICHEVER OCCURS FIRST. ANY CLAIM OF WARRANTY MUST BE MADE NOT
MORE THAN THIRTY (30) DAYS AFTER THE EXPIRATION OF THE WARRANTY
PERIOD SPECIFIED IN THIS SECTION.
4.2 THE WARRANTIES CONTAINED IN THIS SECTION CONSTITUTE THE ONLY
WARRANTIES MADE BY VISIONAIR WITH RESPECT TO THIS AGREEMENT. SUCH
WARRANTIES ARE IN LIEU OF, AND CLIENT HEREBY WAIVES, ALL OTHER
WARRANTIES OR GUARANTEES OF VISIONAIR, WHETHER EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH
RESPECT TO THE QUALITY, ACCURACY, OR FREEDOM FROM ERROR OF
OPERATION, USE, AND FUNCTION OF THE LICENSED SOFTWARE.
4.3 VisionAIR agrees to indemnify and hold the Client harmless from any and all
costs, losses, damages, or expenses, including reasonable attorney's fees and court
costs and the reasonable value of staff attorney's services, for personal injury, tangible
property damage and other damages suffered by the Client, its employees or third
parties, not party to this Agreement, which arise out of the negligent act or omission of
VisionAIR including but not limited to, the negligent design, manufacture, installation, or
servicing of any part of the Licensed Software.
4.4 Except for the indemnification provisions of this Section, claims arising from either
party's breach of its confidentiality obligations, and claims for bodily injury or tangible
property damage caused by the fault of either party, VisionAIR's and Client's liability for
damages under this Agreement, whether arising in contract, tort, or otherwise, even if
the breaching party has been advised of the possibility of such damages, shall not
exceed the amount of Software License Fees actually paid by Client to VisionAIR under
this Agreement. IN NO CASE, HOWEVER, SHALL VISIONAIR BE HELD LIABLE FOR
ANY LOSS OR DAMAGE RELATED TO THE OPERATION, DELAY, OR FAILURE OF
THE VISIONAIR LICENSED SOFTWARE, OR FOR THE ACCURACY OR
COMPLETENESS OF DATA. UNDER NO CIRCUMSTANCE SHALL ANY PARTY BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
4.5 For the duration of the warranty period, VisionAIR will maintain and support the
VisionAIR Licensed Software, including all features and functionality described in the
Documentation, according to the provisions of the VisionAIR System Maintenance
Agreement duly executed by the parties.
4.6 VisionAIR represents and warrants that it has the authority to enter into this
Agreement and has obtained all rights and waivers necessary to grant the rights granted
hereunder. VisionAIR represents and warrants that the exercise of the rights granted in
I S 1 O �I R®
Page 4 of 8
this Agreement does not infringe any third -party patent, copyright, trademark, trade
secret, or other intellectual property right.
4.7 VisionAIR shall defend and indemnify Client against any and all claims brought
against Client, and shall hold Client harmless from all corresponding damages, liabilities,
settlements, costs and expenses (including attorney's fees), arising out of any claim that
the exercise of any of the rights granted in this Agreement infringes any third -party
patent, copyright, trademark, trade secret, or other intellectual property right. Client shall
give VisionAIR prompt notice of, and authority to defend or settle, any such claim and
shall give, at VisionAIR's expense, reasonable information and assistance.
4.8 When notified of an action or motion that seeks to restrict the exercise of any of
the rights granted herein, VisionAIR may, (and in the case of a judgment, order, or
injunction that restricts the exercise of any of the rights granted herein, shall), at its
option and expense, (a) obtain the right for Client to exercise its rights in accordance
with this Agreement, (b) substitute other non -infringing software with equivalent
functional capabilities, or, (c) modify the Licensed Software, while retaining equivalent
functional capabilities, so that it no longer infringes.
4.9 VisionAIR shall have no liability to Client under this Section in the event
infringement of any third -party patent, copyright, trademark, trade secret or other
intellectual property right arises solely from (a) components of a Client product or system
not derived from the VisionAIR Licensed Software, (b) compliance with Client's specific
designs, specifications, or written instructions, (c) modification by Client of the VisionAIR
Licensed Software, or (d) the combination of the Licensed Software with equipment or
software not authorized or provided by VisionAIR or otherwise approved by VisionAIR
other than the VisionAIR Licensed Software designed by VisionAIR to work with certain
commercial hardware or other commercially available software.
Section 5: Confidentiality and Non -disclosure
5.1 Any Confidential Information received by a party shall be retained in confidence
and shall be used, disclosed, and copied solely for the purposes of, and in accordance
with, this Agreement. The receiving party shall use the same degree of care as it uses
to protect its own confidential information of a similar nature, but no less than reasonable
care, to prevent the unauthorized use, disclosure, or publication of the Confidential
Information.
5.2 Client shall take all reasonable steps to keep the VisionAIR Licensed Software
under adequate security to ensure that no unauthorized access, copies, or use is made
thereof, and Client agrees to notify VisionAIR immediately of the existence of
circumstances surrounding any unauthorized knowledge, possession, or use of the
VisionAIR Licensed Software.
5.3 No party shall be bound by obligations restricting disclosure and use set forth in
this Agreement with respect to Confidential Information, or any part thereof, which (a)
was known by the receiving party prior to disclosure; (b) was lawfully in the public
domain prior to its disclosure, or becomes publicly available other than through a breach
of this Agreement; (c) was disclosed to the receiving party by a third party provided such
third party, or any other party from whom such third party receives such information, is
not in breach of any confidentiality obligation in respect of such information; (d) is
independently developed by the receiving party; or (e) is disclosed when such disclosure
N SI S� 1 0 1 I Re
Page 5 of 8
is compelled pursuant to legal, judicial, or administrative proceedings, or otherwise
required by law, subject to the receiving party using reasonable efforts to provide prior
notice to the disclosing party to allow it to seek protective or other court orders.
VisionAIR expressly acknowledges that Client's status as a municipality does not, in and
of itself, automatically inject or render any information it possesses or has accumulated
into or a part of the public domain.
Section 6: Term and Termination
6.1 This Agreement shall take effect on the Effective Date after it has been fully
executed by duly authorized representatives of both parties.
6.2 This Agreement shall continue in effect for one (1) year with an option to renew
said Agreement on a year-to-year basis on the same terms and conditions as prescribed
in this Agreement.
6.3 In the event of a material breach or default by the Client or VisionAIR in the
performance of this Agreement, the aggrieved party shall give written notice to the other
party specifying the nature and extent of the breach. The party in breach or default shall
have thirty (30) days thereafter to cure any such curable breach or default. If such
breach or default is not cured within said thirty (30) day period, the termination of this
Agreement shall become effective forty-five (45) days following said written notice.
6.2 The provisions of Section 1 (Definitions), Sections 4.7, 4.8, 4.9, Section 5
(Confidentiality and Nondisclosure), Section 6 (Termination), and Section 7 (General
Terms and Conditions) shall survive any termination of this Agreement.
6.3 In the event that this Agreement is terminated, all licenses granted to Client
hereunder shall be immediately revoked. Upon termination, Client shall: a) immediately
discontinue the use of all VisionAIR Licensed Software and b) return to VisionAIR, within
ten (10) business days of the effective termination date, all Software defined as
VisionAIR Licensed Software in Exhibit A - VisionAIR Licensed Software, then in its
possession, including all copies of said Software and all Documentation, as well as all
VisionAIR Confidential Information in its possession.
Section 7: General Terms and Conditions
7.1 Entire Agreement. This Agreement, together with all exhibits, or other
attachments referenced herein, contains the entire agreement and understanding by and
between the Client and VisionAIR with respect to the subject matter hereof. The parties
hereto acknowledge that each has read this Agreement, understands it, and agrees to
be bound by its terms. No representations, promises, agreements, or understandings,
whether written or oral, relating to this agreement and not contained or referenced
herein, shall be of any force or effect. The parties further agree that this Agreement
shall not be modified, except by a written agreement signed on behalf of both parties by
their respective duly authorized representatives.
7.2 Legal Costs. If either party is required to engage in any proceedings, legal or
otherwise to enforce its rights under this Agreement, each party shall bear their
respective costs involved in said proceedings.
-V- S 1 O ",,1 R®
Page 6 of 8
7.3 Compliance. VisionAIR is hereby authorized to make reasonable inquiries, with
Client's cooperation, concerning Client's compliance with this Agreement.
7.4 Equitable Relief. If Client breaches any of its obligations with respect to limited
use or confidentiality of the Licensed Software, VisionAIR shall be entitled to equitable
relief to protect its interest thereto, including, but not limited to, injunctive relief.
7.5 Severability. If any term(s), provisions(s), or condition(s) of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions shall remain in full force and effect and in no way be
affected, impaired, or invalidated.
7.6 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 the applicable
federal district.
7.7 Counterparts. This Agreement may be executed in multiple copies, with each
executed copy constituting an original, but collectively constituting but a single
document.
7.8 Construction. This Agreement has been prepared jointly and will not be strictly
construed against either party.
7.9 Order of Precedence. The contract documents consist of this Agreement and its
exhibits. In the event of a conflict between the contract documents, the order of
precedence shall be the provisions of the main body of this Agreement and then the
exhibits in the order they are numbered.
7.10 Notices. Any Notice, request, instruction or other document pertaining to this
Agreement shall be sent to the appropriate contacts listed below and shall be deemed to have
been duly given or served if delivered in person or deposited in the United States mail,
certified mail, return receipt requested:
If to VisionAIR:
VisionAIR
Contracts Administrator
5601 Barbados Blvd.
Castle Hayne, NC 28429
If to Client:
-� I S 1 O W-A,J R*
Page 7 of 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year last signed below.
VisionAIR, Inc.:
Signature:
Name: Mike Lyons
Title: Vice President of Operations
Date: //0
Signature: ' l/U
Name:
//11GUIwutir4af1 <'e' "
Title: I YJYd ma-'s 1*4r'VI p�1YMUr
Date: 11 hhlll
S 1 R®
Client:
Signatur
Name: illiam Davis
Mayor Pro—Tem
Date: _
ATTEST:
Signatur
Name: Willard
Title: City Clerk
Page 8 of 8
EXHIBIT A
Exhibit A - VisionAIR Licensed Software
to
Software License Agreement
This Exhibit is attached to, incorporated in and forms part of the Software License Agreement (herein
referred to as the "Agreement'), dated December 6,2011 between the Client and VisionAIR. In the
event of conflict between the terms and conditions set forth herein and those set forth in the Agreement,
the terms and conditions set forth in the Agreement shall prevail.
VisionAIR Licensed Software
The following software products constitute the VisionAIR Licensed Software being licensed under the
Agreement:
VisionAIR Software
Automated Citation Importer
License Type
Server
Quantity
1
CAD Connection Manager Software License
Server
3
CAD License
Server
4
CAD Monitor Software License
Server
10
CAD Server Software License
Server
1
CAD Tear and Go Printing Software License
Server
4
CAD Zetron Model 26 Interface
Server
1
CLETS Interface
Server
1
FBR Server Software License
Server
1
FBR Workstation Software License
Workstation
24
Identix Livescan Interface
Server
1
Mobile Law Office Workstation Software License
Workstation
3
Mobile Law Vehicle Workstation Software License
Workstation
25
Mobile Server Software License
Server
1
NCIC Access RMS, Jail, and CAD
Server
3
Remote Support Connectivity
Workstation
1
RMS Server Software License
Server
1
RMS Workstation Software License
Workstation
10
RMS Citations
Workstation
1
RMS Evidence and Bar Code
Workstation
1
RMS Ima in /Mu shots
Workstation
1
RMS Towin
Workstation
1
RMS Traffic Accidents
Workstation
1
Template - SLA - Exhibit A VisionAIR Licensed Software - 051811
R�-
NOV 2 2 2U11
CITY CLERK S OFFICE
STAFF REPORT
PURCHASING DEPARTMENT
DATE: November 21, 2011
TO: Mayor and City Council
RECEWE
NOV 2 2 2011
CITY ADMINISTRATION
FROM: Martha Valenzuela, Director of Business Services/Personnel/Y
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 process the renewal request received for the VisionAir
Software Maintenance on Police Department requisition #0007890. The
department would also like approval and execution of the VisionAir
Software License Agreement and the System Maintenance Agreement.
Background
The software is for the Records Management System (RMS), Mobile
Computer Terminals (MCT) and the Computer Aided Dispatch System
(CAD), and the Mobile 8 x 5 Software Support. 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.
The coverage period is from August 25, 2011 thru August 24, 2012.
The cost to renew the software maintenance totals $57,213.01. The cost
is an increase of 2% for each type of software covered under the pending
maintenance agreement, from last years cost.
Attached are copies of the System Maintenance Agreement and Software
License Agreement for your review. Both copies have been reviewed by
the Legal Department, and approved as to form.
Recommendation
//rf
It is our recommendation to approve the department's request to renew
the Software License Maintenance Agreement and the System
Maintenance Agreement, and process the payment in the amount of
$57,213.01. Purchasing is requesting that this item be included on the
agenda for the Council meeting scheduled for December 6, 2011.
Fiscal Impact
There is no fiscal impact to the City. The approximate cost is $57,213.01.
Funding for this purchase in the amount of $65,400 was specifically
budgeted in the Police Department's Fiscal Year 2011 — 2012 operating
budget. The additional $1,813.01 will be taken from the "Miscellaneous"
funds budgeted within the same 011.1031 budget.
Attachments
RegMstr
9/19/2011 2:42:25PM
Requisition Master Report
CITY OF VERNON
Document #:
9752
Date:
09/19/2011
Requisition M
0007890
Description:
VISIONAIR YEARLY MAINTENANCE
Requestor:
ROBERTSON, DANITA
Requested for:
RODINO, JAMES
Apprvl Queue:
pd it
Group:
drobertson
Current Aprv:
JAUNZEMIS, DOLORES
Lvl:
4
PO Type:
reg
Confirming:
N
Blanket exp:
$Limit - PO:
Contact:
DEBBY NICKENS
Text Code:
Restock:
N
Department:
1031
Order Placement:
Purchasing
Requisition Service
Type Item Code
s
Tax cd: Comm cd:
During the period of August 25, 2011
through August 24, 2012, vendor to
provide software support for the
following:
Item No. VMERMS001: RMS 8x5 Software
Support
#A990348 RMS Server, 10 workstations,
#092001 Auto Citation Importer
Account(s) Project Account(s)
E 011.1031.590110
Page: 5
Year: 2012
Combine:
Prev: CALLEROS, DANIEL
PO M
Tran:
Phone: (323) 583-8811 010
1099 box: 7M FA? N
Acct
70
Amount
13,648.92
Amount
100.00 13,648.92
RFQ: N Encumber: Y
Vendor: 000409 VISIONAIR,INC.
Selected: Y
Order from: 5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE 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: INVOICE NO, IVC4001895
Type Item Code
s
Tax cd: Comm cd:
Item No. VMECAD002: CAD 247 Software
Support
#990348 CAD Server, 4 workstations and
interfaces, #061003 Zetron, #062040 7
georelay, #071074 4 Tear N Go
Account(s)
E 011.1031.590110
Requisition Service
Project Account(s)
1099 box: 7M
FA? N
Acct %
100.00
Amount
19,179.10
Amount
19,179.10
Page: 5
RegMstr Requisition Master Report Page: 6
9119/2011 2:42:25PM CITY OF VERNON
Document #: 9752
Requisition M 0007890
(Continued)
RFQ:
N
Encumber: Y
Vendor:
000409
VISIONAIR,INC.
Selected:
Y
Order from:
5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE 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:
INVOICE
NO. IVC4001895
Requisition Service
Type Item Code
s
Tax cd: Comm cd: 1099 box: 7M
Item No. VMEMBL001: Mobile 8x5
Software Support
#990348 Mobile server and clients
Account(s) Project Account(s)
E 011.1031.590110
Amount
23,984.99
FA? N
Acct % Amount
100.00 23,984.99
RFC:
N
Encumber: Y
Vendor:
000409
VISIONAIR, INC.
Selected:
Y
Order from:
5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE 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:
INVOICE
NO. IVC4001895
Requisition Service
Type Item Code
s
Tax cd: Comm cd:
Item No. VOTOTH002:
Remote Support Connectivity
Account(s)
E 011.1031.590110
Amount
400.00
1099 box: 7M FA? N
Project Account(s) Acct % Amount
100.00 400.00
Page: 6
RegMstr Requisition Master Report Page: 7
9/19/2011 2:42:25PM CITY OF VERNON
Document #: 9752
Requisition #: 0007890
(Continued)
RFQ: N Encumber: Y
Vendor: 000409 VISIONAIR,INC.
Selected: Y
Order from: 5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE 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: INVOICE NO. IVC4001895
Approver: JIM RODINO
Action: app
Approver: ANDREI YERMAKOV
Action: app
Approver: DANIEL CALLEROS
Action: app
Total: 57,213.01
Requisition Approval History
Lvl: 1 In:9/19/2011 8:47:28AM Out:9/19/2011 10:32:17AM
Lvl:
2
In:9/19/2011
10:32:17AM
Out:9/19/2011
10:37:20AM
Lvl:
3
In:9/19/2011
10:37:20AM
Out:9/19/2011
10:42:34AM
Page:7
S 1 0 R�A'. 1 Re
5601 Barbados Boulevard
www.,Asionair.com
Castle Hayne, NC 28429
Main: 800-882-2108
Fax: 910-602-6190
Bill To:
Vernon Police Department
4306 Santa Fe Avenue
Tax ID: CA 8.75%
Vernon CA 90058
Contact: Jim Rodino
Email: jrodino@covpd.org
Fax: (323) 826-1481 Ext. 0000
2011.2012
VERNCA01
825/2011
812412012
W512011 2,479
I
VMERMS7001
RMS 8x5 Software Support
$13.(6P48.92
$13.648.92
*1990348 RMS Server. 10 worluitabons, #0920111 Auto
Citation Importer
I
VMECAD002
CAD 240 Software Support
$19,179.10
$19,179.10
#990348 CAD Sever, 4 workstations and Interlaces,
#061003 Zetron, 9062040 7 georelay, *0711074 4 Tear
NCO
I
VMEMBI-001
Mobile 8x5 Software Support
$23,984.99
$23,964.99
#990348 Mobile server and clients
I
VOTOTH002
Remote Support Connectivity (Formerly Go To Awlst)
$400.00
$400.00
Tax 10 564747324
7 213.01
Disputed Psymerits Malf'ro: VAIwAIR, 5601
Barbados Botilawad. CaWO N". NC
28429 Alln: Ammft Raostable. Questiors: Call
�44
1 .00
$0.00
gg;$57,21
3.01
Remit to: ViblonAIR, Dept AT 952167, Atlantal GA 311924157
1 ADVANCED ELECTRONICS
2 AVTECH SOFTWARE
3 POWER DESIGN
4 DIALOGIC COMMUNICATIONS
5 INSIGHT PUBLIC SECTOR
6 HEWLETT PACKARD
7 MDE, INC.
8 NETMOTION
9 NETWORK INNOVATION
10 PIPS TECHNOLOGY
11 RAND MCNALLY
12 SPECTRACOM
13 STANCIL CORPORATION
14 TRAINING INNOVATIONS, INC.
15 VERSATILE INFORMATION PRODUCTS
16 VISIONAIR, INC.
iYI LTA I6Yy gA102Ic(flAby
CITY OF VERNON
Account No. 590110 - Repairs & Maintenance IT
2011-2012
Detailed
Description
Estimated
Expense
Card/Door Access and Closed Circuit TV Maintenance Agreement
6,000
Maintenance, Support and Update Service
100
UPS and Ferrups Maintenance (radio towers)
1,700
Reverse 9-1-1 system support
6,500
SonicWall, Content Security, E-Mail, Endpoint, VM-Ware and Hyper-V Support
8,100
VM-WARE and ProLiant Support
7,220
ADORE Training Software Maintenance
700
Maintenance for Mobility XE Server and 29 Device Licenses
2,000
Emergency Operations Center satellite service
3,600
License Plate Reader Extended Warranty ($2,000 per patrol unit)/PAGIS
8,000
Digital GIS Graphic Data for Los Angeles County
3,300
NetClock maintenance and support
600
Voice Recording System Maintenance Agreement
7,000
Training Management Software Support
600
PUMA Software Maintenance
2,000
Public Safety Suite Maintenance Agreement
55.400
Unanticipated repairs and maintenance (e.g., Computer Aided Dispatch recovery)
3,180
Unanticipated incrased in Maintenance Agreement costs
$ 116,000
Page I of 1
Nickens, Debby
From: Robertson, Danita [DRobertson@covpd.org]
Sent: Monday, November 21, 2011 3:03 PM
To: Nickens, Debby
Subject: RE: VISIONAIR, INC.,
Yes, the Miscellaneous amount denotes that it is to be used to cover
unanticipated increases in software maintenance costs, so the
$1,831.01 will be covered by the $3,180.00.
Danita Robertson
Vernon PD Records Manager
(323) 587-5171, ext. 110
From: Nickens, Debby[mailto:DNickens@ci.vernon.ca.us]
Sent: Monday, November 21, 2011 2:37 PM
To: Robertson, Danita
Subject: VISIONAIR, INC.,
Importance: High
Good afternoon Ms. Danita,
Finally, finally I am about to submit the paperwork to City Administration for
the approval of the Visionair Software renewals. I requested a copy of the
budget sheet from Masami, and see the department specifically budgeted
$55,400. The total amount due is $57,213.01, which is $1,813.01 over the
budgeted amount
In the same cost area under "Miscellaneous" the department has budgeted
$3,180.00. Will the additional amount come from this area, or from another
budget?
Please advise....
deb
1`9e8* .Nic>Prew
Sa Cldwhz. Qnai/✓cracffaaur�
(323) S6'3-XX» ext. 2413
daw,feaa@ei aevim ca ua
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous a -mall messages attached
to It may contain confidential information that is legally privileged. If you are not the Intended recipient, or a person
responsible for delivering It to the intended recipient, you are hereby notified that any disclosure, copying, distribution or
use of any of the information contained in or attached to this transmission Is STRICTLY PROHIBITED. If you have received
this transmission in error, please Immediately notify the sender. Please destroy the original transmission and its
attachments without reading or saving in any manner.
11 /21/2011
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: November 14, 2011
TO: Martha Valenzuela, Director of Business Services/Personnel
FROM: Willard G. Yamaguchi, Chief Deputy City Attorney tn
RE: VisionAir
I have received and reviewed your Memorandum dated September 20, 2011,
and the attachments thereto. I have the following suggested changes:
Software License Agreement - Section 6: Term and Termination
Subsection 6.2 should read:
This agreement shall continue in effect for one (1) year with an
option to renew said Agreement on a year-to-year basis on the same
terms and conditions as prescribed in this Agreement.
Otherwise, the software license agreement and the system maintenance
agreement are approved as to form.
WY:em
Enclosures
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: September 27, 2011
TO: Martha Valenzuela, Director of Business,A/S/�►ervices/Personnel
FROM: Mike Montgomery, Interim City Attorn�
RE: VisionAir e
I have received and reviewed the Memorandum dated September 20, 2011,
and the system maintenance agreement received from VisionAir via email
on September 21, 2011.
I have the following suggested changes to the agreement:
• Page 2, Section 1.4 of Section 1: Term, Renewal and Termination
should read:
1.4 Automatic Renewal. Upon expiration of the Initial Term (as
defined in Section 1.3 above), this Agreement shall be extended on a
year-to-year basis (hereinafter "Renewal Term") if prior to the
expiration date of the Initial Term, or any Renewal term, the parties
hereto mutually agree to extend this Agreement. Such an extension
shall be in writing but will not require a formal document.
• Page 8 Section 9.5 Venue and Jurisdiction should read:
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.
• Page 8 the following shall be inserted as Section 9.6:
Arbitration and Venue. Any dispute, claim or controversy arising out
of or relating to this Agreement or the breach, termination,
enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this Agreement to
arbitrate, shall be determined by arbitration in Los Angeles,
California. The arbitration shall be administered by JAMS pursuant to
its Streamlined Arbitration Rules and Procedures. The arbitrator
shall be a retired judge. All decisions of the arbitrator shall be in
writing, and the arbitrator shall provide written reasons for their
decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having
jurisdiction pursuant to this Agreement. This clause shall not
preclude Parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this
Agreement. The exclusive jurisdiction and venue under this Agreement
shall be the Superior Court of California, Los Angeles County.
• Page 8 Section 9.6 Entire Agreement on the agreement provided by
VisionAir should be renumbered to 9.7.
• Also the appropriate signature blocks for both VisionAir and the
City are needed. Please note VisionAir should provide the appropriate
signature blocks in compliance with the City's signature requirements.
Otherwise the System Maintenance Agreement is approved as to form.
MM:em
Enclosures
aJ —i M / 1E
SEP 2 0 2011
CITY ATTORNEY DEp'T,
MEMORANDUM
PURCHASING DEPARTMENT
DATE: September 20, 2011
TO: Michael Montgomery, Interim City Attorney
FROM: Martha Valenzuela, Director of Business Services/Persontl�. �
RE: Police Department Requisition #0007890 "�l�
Attached for your review is Police Department requisition #0007890. The
Police Department is requesting to renew the maintenance support for
their VisionAir software. The software is for the Records Management
Systerh (RMS), Mobile Computer Terminals (MCT) and the Computer Aided
Dispatch System (CAD). The coverage period is from August 25;.2011
thru August 24, 2012. The department has utilized the VisionAir
software system, since August 1999: Attached is the initial Software
Service Agreement, from August, 1999 for your review.
The maintenance for this software automatically renews, unless written
notification is received from the Police Department 90 days prior to the
start of the new coverage period. The approximate cost is $67,213.01.
Funding for this purchase was specifically budgeted and is available.
Purchasing is requesting that you review the attached, and if approved as
to form, please advise Purchasing so we can submit a Staff Report to the
Mayor and City Council for approval to process the renewal payment.
We, would like to add this item to the agenda for the Council Meeting
scheduled for October 4, 2011.
If you require a copy of the agreement for the new coverage period.
Purchasing will advise the vendor to forward one.
Please advise if you have any questions.
Attachments
'RegMstr
9/19/2011 2:42:25PM
Requisition Master Report
CITY OF VERNON
Document #:
9752
Date:
09/19/2011
Requisition #:
0007890
Description:
VISIONAIR YEARLY MAINTENANCE
Requestor:
ROBERTSON, DANITA
Requested for:
RODINO, JAMES
Apprvl Queue:
pd it
Group:
drobertson
Current Aprv:
JAUNZEMIS, DOLORES
Lvl:
4
PO Type:
reg
Confirming:
N
Blanket exp:
$Limit - PO:
Contact:
DEBBY NICKENS
Text Code:
Restock:
N
Department:
1031
Order Placement:
Purchasing
Requisition Service
Type Item Code
s
Tax cd: Comm cd:
During the period of August 25, 2011
through August 24, 2012, vendor to
provide software support for the
following:
Item No. VMERMS001: RMS 8x5 Software
Support
#A990348 RMS Server, 10 workstations,
#092001 Auto Citation Importer
Account(s)
E 011.1031.590110
Page: 5
Year: 2012
Combine:
Prev: CALLEROS, DANIEL
PO-#:
Tran:
Phone: (323) 583-8811 x110
1099 box: 7M FA? N
70
Amount
13,648.92
Project Accounts) Adct % Amount
100.00 13,648.92
RFQ: N Encumber: Y
Vendor: 000409 VISIONAIR,INC.
Selected: Y
Order from: 5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE 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: INVOICE NO. IVC4001895
Requisition Service
Type Item Code
s
Tax cd: Comm cd: 1099 box: 7M
Item No. VMECAD002: CAD 24x7 Software
Support
#990348 CAD Server, 4 workstations and
interfaces, #061003 Zetron, #062040 7
georelay, #071074 4 Tear N Go
Account(s) Project Account(s)
E 011.1031.590110
Amount
19.179.10
FA? N
Acct % Amount
100.00 19,179.10
Page:5
RegMstr Requisition Master Report Page: 6
9/19/2011 2:42:25PM CITY OF VERNON
Document #: 9752
Requisition #: 0007890
(Continued)
RFQ:
N
Encumber: Y
Vendor:
000409
VISIONAIR, INC.
Selected:
Y
Order from:
5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE 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:
INVOICE
NO. IVC.4001895
Requisition Service
Type Item Code Amount
s 23,984.99
Tax cd: Comm cd: 1099 box: 7M FA? N
Item No. VMEMBL001: Mobile 8x5
Software Support
#990348"Mobile server and clients
Account(s) Project Account(s) Acct % Amount
E 011.1031.590110 100.00 23,984.99
RFQ: N Encumber: Y
Vendor: 000409 VISIONAIR, INC.
Selected: Y
Order from: 5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE 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: INVOICE NO.IVC4001895
Type Item Code
s
Tax cd: Comm cd:
Item No. VOTOTH002:
Remote Support Connectivity
Account(s).
E 011.1031.590110
Requisition Service
Amount
400.00
1099 box: 7M FA? N
Project Account(s) Acct % Amount
100.00 400.00
Page: 6
RegMstr Requisition Master Report Page: 7
9/19/2011 2:42:25PM CITY OF VERNON
Document #: 9752
Requisition #: 0007890
(Continued)
RFQ:
N
Encumber: Y
Vendor:
000409
VISIONAIR, INC.
Selected:
Y
Order from:
5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE 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:
INVOICE
NO. IVC4001895
Approver: JIM RODINO
Action: app
Approver: ANDREI YERMAKOV
Action: app
Approver:DANIEL CALLEROS
Action: app
Requisition Approval History
Lvl: 1 I n: 9/19/2011 8:47:28AM
Lvl: 2 In: 9/19/2011 10:32:17AM
Lvl:: 3 In: 9/19/2011 10:37:20AM
Total: 57,213.01
Out: 9/19/2011 10:32:17AM
Out: 9/19/2011 10:37:20AM
Out: 9/19/2011 10:42:34AM
Page: 7
h I s 0 1 J R'
5601 Barbados Boulevard
www.visionair.com
Castle Hayne, NC 28429
Main: 800.882-2108
Fax: 910-602-6190
B81 To:
Vernon Police Department
4306 Santa Fe Avenue
Tax ID: CA 8.75%
Vernon CA 90058
Contact: Jim Rodino
Email: irodino@covpd.org
Fax: (323)826-14481 Ext.0000
, fiiflEiM.DtK9
2011.2012
VERNCAOI
825MOI1�
82412012
8252011,
2,479-
Zl,k
..
1
VMERMS001
RMS 8x5 Software Support
$13,648.92
$13,648.92
#A990348 RMS Server, 10 workstations, #092001 Auto
Citation Importer
1
VMECADD02
CAD 24x7 Software Support
$19.179.10
$19.179,10
#990348 CAD Sever, 4 workstations and Interfaces,
/081003 Zetren, *D62040 7 georeley, #071074 4 Tear
N Go
1
VMEMBI-001
-Mobile $X5 Software Support
$23,984.99
$23,984.99
*990348 Mobile server and clients
1
VOTOTH002
Remote Support Connectivity (Formerly Go To Assfet)
$400.00
$400.00
Tax ID 56-1747324
lvfilAiiw
57.213.01
`: x ' ':%�,. '=
$0.00
Dlapraed Payments Mao To: VWonAIR, 5601
Barbadoe aalawrd, Castle Haype, NC.
28429 AMC Accounts Receivable. Questions: C40
5.--
0.00
''"
57 213.01
En 51162.
Remit to: VislonAIR, Dept AT 952167, Atlanta; GA 3119242157
ATTACHMENT "D": SOFTWARE SERVICE ATTACHMENT
City of Vernon
4305 Santa Fe Avenue
Vernon, CA. 90058
March 30, 1,999
This SOFTWARE SERVICE ATTACHMENT (hereinafter "Attachment") (incorporated in .
to the -Software License Agreement of March 30, 1999 as Attachment D) is entered into
by and between City of Vernon (hereinafter "CLIENT"). and VISIONAIR INC., a North
Carolina based company with offices located at 5601 Barbados Blvd., Castle Hayne,
North-Carolina2a429 (hereinafter "VISIONAIR")..
VISIONAIR shall- perform maintenance services on the Licensed Software and CLIENT
shall accept and pay for such services, pursuant to the terms and conditions herein
provided. Licensed Software shall mean the VISIONAIR software as described in the
Quotation (Attachment B to the Software License Agreement), as such may hereafter be
supplemented and as such Licensed Software may hereafter be updated with
improvements, enhancements and modifications furnished to CLIENT by VISIONAIR.
1.0 Initial Term. This Attachment shall become effective on the date shown above
(hereinafter "Effective Date"), and, unless sooner terminated as hereinafter provided,
shall remain in full force and effect for a period of no less than one year.
2.0 Automatic Renewal. Upon expiration of the Initial Term, this Attachment shall be
automatically extended on a year-to-year basis (herein after "Renewal term") unless sixty
(60) days prior to the expiration date of the Initial Term, or any Renewal term, a party
hereto gives written notice to the other party of its termination of the Agreement as of
such expiration date.
3.0 Covered Maintenance:
3.1 Commercial Off the Shelf Software (COTS). The term "Covered Maintenance" as
used herein means the periodic and on -call remedial maintenance VISIONAIR deems
reasonably appropriate and necessary to keep the CLIENT'S Licensed Software
functioning properly, Please see section 3.2 for Custom Solutions
(a) Telephone Support for the Licensed Software, utilizing an 800 line provided by
VISIONAIR. Duringtheinitial Term, this telephone support will be based on the coverage
plan as specified in the Quotation.
(b) Standard upgrades and enhancements that are made to the Licensed Software..
VISIONAIR issues corrections, upgrades and enhancements to the software on an
ongoing basis. All modifications to the Licensed Software and related Documentation will
be made available to the CLIENT on standard electronic. media (CD-ROM); remote
access through VisionAIR approved remote access products and protocols, dedicated
telephone dialup or Website download.
(c) Initial fact-finding (Tier 1) support for 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.
041206 Rey Page 1 of
(d) Correction of reported malfunctions ("defects") in the application software.
(e) Phone. support assistance in updating new releases of the Licensed Software on
the CLIENT's servers.
(f) Recording CLIENT's request for changes to the Software. A VISIONAIR Product
Manager will document the CLIENT's request and submit it for consideration in future
releases of the Software. VisionAIR is under no obligation to include the CLIENT's
request for change in any future releases of the Software.
Client Service personnel are available to answer questions related to the Software and to
provide solutions for issues within the Software. If an issue is defined -as a defect, Client
Service will escalate the issue for resolution, and provide the correction when available, A
"defect" is defined as an error in the code of the Licensed Software which prevents a
Module from operating in accordance with the VISIONAIR Documentation in any material
respect.
3.2 Custom Solutions (Applications):
(a) Telephone Support for the Licensed Software, utilizing a toll -free 800 telephone
number provided by VISIONAIR. During the Initial Term, this telephone support will be
based on the coverage plan as specified in the Quotation.
(b) Correction of reported malfunctions ("defects") in the VISIONAIR application software.
(c) Recording CLIENT's request for changes to the Software. A VISIONAIR Product
Manager will document the CLIENT'S request and submit it for consideration in future
releases of the Software.
(d) Changes to the Custom Solution resulting from changes to VisionAlR products,
initiated by VisionAIR, which interfere with the intended functionality of the Custom
Solution
4.0 Exclusions from Covered Maintenance:
4.1 Commercial off the Shelf (COTS) Products:
(a) Repair of damage not caused by VISIONAIR, including without limitation, damage
resulting from accident, transportation, neglect or misuse, lightning, failure or fluctuation
of electrical power, air conditioning or humidity control, telephone equipment or
communication lines failure, failure of non-VISIONAIR interconnect equipment, or causes
other than normal operation procedures.
(b) Service which is impractical for VISIONAIR to render because of: alterations in the
Licensed Software made by persons other than VISIONAIR; the connection of equipment
and/or Software by mechanical or electrical means to another machine or device;
(c) Any repair of any damage to the Licensed Software caused by software or firmware
programming that is not provided or supported by VISIONAIR under section 3, Covered
Maintenance.
(d) This Attachment does not include professional services (on site training, installation or
upgrades of third party software applications used in conjunction with or required by any
VisionAIR specifications , data migrations, or project management) deemed necessary by
VisionAIR.. On site services will be charged separately.
(e) Platform changes, including, but not limited to, Operating Systems, Hardware,
Telecom Equipment, etc.
oa 1 Zoe 1tev i Page 2 of 6
Custom Solutions (Applications) Exclusions:
(a) Platform changes, including, but not limited to, Operating Systems, Hardware,
Telecom Equipment, etc.
(b) Government mandated changes
(c) Changes to third party applications
(d) Requests for changes in the Custom Solution (Application)
(a) Biz Talk orchestrations including interfaces that are not associated with
VisionCONNECT.
(f) Other modifications or changes in software, hardware or configuration not related -to
changes in the VisionAIR product, which are not initiated by VislonAIR.
(g)-This Attachment does not include professional services (on site training, installation or
upgrades of third party software applications used in conjunction with or required by any
VisionAIR specifications , data migrations, or project management) deemed necessary by
VisionAtR. On site services will be charged separately.
5.0 Charges to CLIENTS:
(a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are
set forth in the Quotation (Attachment B to the Software License Agreement).
Maintenance fees paid by CLIENT are non refundable.
(b) Charges for Billable Call Maintenance: The hourly rate charges are posted on the
Client Service Center Web page for both business hours and non-bus.iness hour rates.
(c) Charges for Travel: Upon prior written authorization, CLIENT shall pay for travel time
and travel expense in connection with Billable Call Maintenance. Travel time will be
charged to the CLIENT at one- half the Billable Call Rate. Travel expense will be charged
as incurred and includes tolls, parking and other out-of-pocket costs plus mileage at the
then current rates. There will be no additional charge to the CLIENT for travel expense
incurred in connection with Covered Maintenance.
(d) Charge for Software License Changes: All Covered Maintenance fees hereunder are
subject to increase or decrease upon any change in number of concurrent user licenses
or software modules licensed.
6.0 Client Responsibilities:.
6A Remote Connectivity Maintenance Service. Client shall supply remote access to
Client's network, servers" and workstations in order for VisionAIR to perform Covered
Maintenance, Billable Call Maintenance and Internet connection for the purpose of
allowing secure access via the Internet and the latest version of Microsoft's Internet
browser software (Internet Explorer) to any workstation or server covered by Maintenance
Service. VisionAIR may elect to use, at its sole discretion, properly licensed third -party
remote connectivity software owned by the client agency and installed on a system with
Internet connection. VislonAIR will not bear the burden of procuring and/or licensing any
remote connectivity software or loading it on VisionAIR Client Services systems. Client
shall also maintain a dedicated phone line, modem and Microsoft's current remote access
software (such as Remote Access Server — RAS) that can be enabled to allow VisionAIR
personnel to authenticate to their network for support purposes in the event that there are
unforeseen problems with the Internet method of connectivity.
041206 Rev I Page 3 Or 6
r
6. 2. Backup of data. CLIENT is responsible to maintain a proper set of data backups in
the event that it becomes necessary to recover from a disaster.
7.0. Billable Call Maintenance. The term "Billable Call Maintenance" as used herein
means services provided by VISIONAIR that are not included under Covered
Maintenance. The rates for these services from 8:00 am to 5:00 pm and after 5:00 pm
and before 8:00 am EST for CLIENTS respective time zone shall be at the then currently
published rate. All billable service calls will have a minimum charge of two hours. Billable
service will be provided upon receipt of a -Purchase Order, letter of authorization or credit
card information.
8.0. Changes in Charges. At least 120 days prior to the expiration of the Initial Term or
any Renewal term, VISIONAIR may make changes to the Covered Maintenance fees and
the- Billable Call Rate, such changes to- be effective at the commencement of the
immediately subsequent Renewal term, if any. CLIENT may terminate this Attachment
within sixty (60) days after receipt of the first invoice with changed charges by giving
VISIONAIR sixty (60) days written notice of its intention to terminate, and this Attachment
will terminate as of the date for termination set forth in the CLIENT's notice to VISIONAIR
or at the end of such sixty (60) day period, whichever last occurs.
9.0. 'Payment. VISIONAIR will invoice the CLIENT in advance for each year for Covered
Maintenance. Such invoices will include pro rata charges or credits for any Covered
Maintenance of Licensed Software installed or removed during the previous term or prior
to,the Effective Date. VISIONAIR will invoice CLIENT for Billable Call Maintenance as
incurred and CLIENT shall pay invoices for Covered Maintenance, including any invoices
outstanding on the Effective Date of this Attachment, on or prior to the commencement of
each term. The attached quote is hereby incorporated by reference. All payments shall be
paid by CLIENT within thirty (30) days upon receipt of invoice by CLIENT.
10. Disclaimer of Warranty. VISIONAIR makes no warranty of any kind, express or
implied, including without limitation, any warranty of merchantability or fitness for a
particular purpose with respect to the subject matter hereof, maintenance to be performed
by VISIONAIR pursuant to the terms hereof, or parts to be supplied hereunder.
11. Limitation of Liability. VISIONAIR SHALL NOT BE LIABLE FOR ANY DAMAGES
INCURRED, UNLESS SUCH DAMAGES ARE CAUSED BY THE NEGLIGENT OR
INTENTIONALLY TORTIOUS ACT OR OMISSION OF VISIONAIR, ITS EMPLOYEES
OR REPRESENTATIVES. IN NO CASE, HOWEVER, SHALL VISIONAIR BE HELD
LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, UNDER NO
CIRCUMSTANCE SHALL VISIONAIR'S LIABILITY UNDER THIS ATTACHMENT
EXCEED THE AMOUNT ACTUALLY PAID TO VISIONAIR BY THE CLIENT UNDER
THIS ATTACHMENT.
12. Hardware and Network Upgrades. CLIENT acknowledges that due to the dynamic
nature of the information technology industry and frequent product replacements and/or
upgrades developed independently by third party hardware and software vendors,
VISIONAIR has no control over the turnover of product or obsolescence of technology of
third party products. CLIENT also acknowledges that VISIONAIR develops its Network
Hardware Specification Document based upon all of the third party product information
available at the time of publication. Therefore, with respect to third party hardware and
041206 Reef Page 4 o1'6
software, CLIENT shall retain the responsibility for the costs of purchase and installation
of hardware and software upgrades necessary to maintain the functionality of the
Licensed Software. VISIONAIR develops the Network Hardware Specification document
considering that no other software application will be installed. Additional hardware
specifications should be considered if the CLIENT intends to run other applications.
Additionally, the accumulation of data in CLIENT's database over a period of time may
require expanding the capacity of hard drives and memory of the system servers and
workstations in order to maintain performance at response times acceptable to the
CLIENT. Subject to all of the affirmative duties and obligations of VISIONAIR under this
Software Maintenance Attachment, it is the CLIENT's sole responsibility to- maintain the
system to ensure adequate response times.
13. Product revisions and support. VisionAIR's obligation to provide support under this
Attachment diminishes as products are replaced by more current releases.. The current,
generally available (referred to as GA), version of the software and the version
immediately preceding it are fully supported. These two versions qualify for phone
support, engineered"defect corrections and/or modifications required for the software to
operate as designed. Any versions older than the two referenced versions will receive
phone support and resolution of Priority 0 defects as they occur. VisionAIR will announce
the availability of new software releases to facilitate timely upgrade to avoid product
obsolescence.
14. Force Majeure. Neither party shall be liable or deemed in default for any failure in
performance hereunder resulting from any cause beyond its reasonable control.
15. Termination for Non-payment. If CLIENT is in default due to non-payment, and after
VISIONAIR. has given CLIENT written notice and such default is not cured after 15 days
then VISIONAIR may terminate this Attachment at any time upon written notice to
CLIENT.
16. Notices. Any Notice, request, instruction or other document pertaining to this
Attachment shall be sent to the appropriate party's address as set forth above, and shall
be deemed to have been duly given or served if delivered in person or deposited in the
United States mail, certified mail, return receipt requested.
17. Construction. This Attachment has been prepared jointly and will not be strictly
construed against either parry.
18. General.. This Attachment shall be governed by the laws of the State of California.
This Attachment constitutes the entire Attachment between the parties hereto with
respect to maintenance of the Licensed Software and shall supersede all previous or
contemporaneous negotiations, commitments and writings with respect to matters set
forth herein. It may be only modified by writing signed by authorized representatives of
both parties. The terms and provisions of this Attachment shall prevail over any
conflicting, additional or other terms appearing on any purchase order submitted by the
CLIENT at any time.
041206 Rev Page 3 of 6
VisionAIR, Inc.
Signature: 1 v f
Name: Mike Lvons
Title: Chief Executive Officer
Date: wllylDb
I
ATTES
MANUELA GIRON, City C.erk
OVED TO FORM:
7W�A. ISON, City Attorney
Client Name
Signature: `,ouLL'TiG/ "J.
l Y
Name: Leonis C. Malburg
Title: Mayor / maya ,„
Date: lak
041206 Rev
Page 6 of 6
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323)583-8811
September 1.8_, 2008
VisionAir Inc.
Attn: Mike Lyons, Chief Executive Officer
5601 Barbados Blvd.
Castle Hayne, NC 28429-5655
Re: Software. Service Attachment
Dear Mr. Lyons:
Transmitted herewith is a fully executed attachment as referenced
above, approved by City Council on August 18, 2008, through Resolution
No. 9693.
If you have any questions regarding this matter, please call Chief of
Police Towles, at (323) 583-8811 ext. 114.
ry truly yours,
lly gird�i
City Clerk
NG:dr
c: Purchasing Department
Steve Towles
Resolution No.. 9693
Agreement No. 08-078
Exclusively Industrial
Nickens, Debby
From: Amanda Delfosse [adelfosse@visionair.com]
Sent: Wednesday, November 16, 2011 12:17 PM
To: Nickens; Debby
Cc: Gary Bunyard; Teresa James
Subject: FW: Emailing: VISIONAIR CITY ATTORNEY REVISIONS FOR SOFTWARE LICENSE
AGREEMENT
Attachments: VISIONAIR CITY ATTORNEY REVISIONS FOR SOFTWARE LICENSE AGREEMENT.PDF;
Vernon SLA - Exhibit A.docx; Vernon SLA 110111.docx; Vernon SMA 110111.docx; Vernon
SMA - Exhibit A.docx
L�*I
VISIONAIR CITY Vernon SLA - Vernon SLA Vernon SMA Vernon SMA -
\TTORNEY REVISL. Exhibit A.docx (2... LOSll.docx (61 KB)10111.daa (58 KB).Exhibit A.docx (K.Hi Debby,
I made the changes to the SLA and will mail signed documents to Eva. I will send three
copies and an envelope for her to send an original back to me once signed on your end.
Thank you,
Amanda Delfosse I Staff Accountant I VisionAIR, Inc.
5601 Barbados Blvd. I Castle Hayne, NC 28429 I P. 910-602-72221 C. 910-297-23291 F.
910-602-6190
The contents of this email message maybe privileged and/or confidential. If you are not the
intended recipient, any review, dissemination, copying, distribution or other use of the
contents ofthis message or any attachment by you is strictly prohibited. If you receive this
communication in error, please notify me immediately by return e-mail or by telephone
(910-602-7222)), and please delete this message and all attachments from your system.
Thank you.
READERS BEWARE: Unencrypted, unauthenticated Internet e-mail is inherently insecure.
Internet messages may be corrupted or incomplete, or may incorrectly identify the sender.
Please contact me if you wish to arrange for more secure communication or to authenticate
this message.
-----Original Message -----
From: Nickens, Debby jmailto:DNickens@ci. vernon. ca. us]
Sent. Wednesday, November 16, 2011 1:59 PM
To: Amanda Delfosse
Subject. Emailing: VISIONAIR CITY A TTORNE Y RE VISIONS FOR SOFTWARE
LICENSE AGREEMENT
<<VISIONAIR CITYATTORNEYREVISIONS FOR SOFTWARE LICENSE
AGREEMENT.PDF>> Good morning Amanda,
We are getting closer to completion. Attached is a letter received
from our City Attorney, regarding suggested revisions to the wording in the Software License
Agreement.
Please review and if this is doable, please revise the Software License
Agreement. Once Revised, please e-mail one copy each of the executed
System Maintenance and Software License Agreements, to me. In
addition, we will need two executed "originals" each of both documents mailed to the
attention of Eva Muro in our Legal Department.
Amanda, ifyou have any questions, please call me.
Debby
The message is ready to be sent with the following file or link
attachments:
VISIONAIR CITY ATTORNEY REVISIONS FOR SOFTWARE LICENSE AGREEMENT
Note: To protect against computer viruses, e-mailprograms may prevent sending or
receiving certain types of file attachments. Check your e-mail security settings to determine
how attachments are handled.
CONFIDENTIALITY NOTICE. This e-mail transmission, and any documents, files or
previous e-mail messages attached to it may contain confidential information that is legally
privileged. If you are not the intended recipient, or a person responsible for delivering it to
the intended recipient, you are hereby notified that any disclosure, copying, distribution or
use of any of the information contained in or attached to this transmission is STRICTLY
PROHIBITED. If you have received this transmission in error, please immediately notify the
sender. Please destroy the original transmission and its attachments without reading or
saving in any manner.
Nickens, Debb
From:
Nickens, Debby
Sent:
Wednesday, November 16, 2011 10:59 AM
To:
'Amanda Delfosse'
Subject:
Emailing: VISIONAIR CITY ATTORNEY REVISIONS FOR SOFTWARE LICENSE
AGREEMENT
Attachments: VISIONAIR CITY ATTORNEY REVISIONS FOR SOFTWARE LICENSE AGREEMENT.PDF
POF
VISIONAIR CifY
%TrORNEY REVISI.. Good morning Amanda,
We are getting closer to completion. Attached is a letter received from our City Attorney,
regarding suggested revisions to the wording in the Software License Agreement.
Please review and if this is doable, please revise the Software License Agreement. Once
Revised, please e-mail one copy each of the executed System Maintenance and Software
License Agreements, to me. In addition, we will need two executed "originals" each of
both documents mailed to the attention of Eva Muro in our Legal Department.
Amanda, if you have any questions, please call me.
Debby
The message is ready to be sent with the following file or link attachments:
VISIONAIR CITYATTORNEY REVISIONS FOR SOFTWARE LICENSE AGREEMENT
Note: To protect against computer viruses, e-mailprograms may prevent sending or
receiving certain types of file attachments. Check your e-mail security settings to determine
how attachments are handled.
Page 1 of 1
Nickens, Debby
From:
Muro, Evangelina
Sent:
Wednesday, November 16, 2011 10:33 AM
To:
Nickens, Debby
Subject: RE: VISIONAIR SOFTWARE MAINTENANCE AGREEMENT
Yes. Once they make the changes ask them to execute two "original" agreements (following the City's
signature requirements). Once you receive the executed agreements the staff report should be submitted
to Admin by November 23rd for placement on the December 6th agenda.
Please let me know if you have any questions.
Thanks.
From: Nickens, Debby
Sent: Wednesday, November 16, 2011 10:14 AM
To: Muro, Evangelina
Subject: VISIONAIR SOFTWARE MAINTENANCE AGREEMENT
Good morning Ms. Eva,
Dolores gave me the VisionAir inner office envelope with Willard's suggestions
regarding the wording on the Software agreement.
Do you want me to forward this to Amanda?
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11/16/2011
Page 1 of 1
Nickens, Debby
From: Amanda Delfosse [adelfosse@visionair.com]
Sent: Wednesday, November 09, 2011 8:24 AM
To: Nickens, Debby
Subject: RE: VISIONAIR SYSTEM MAINTENANCE AGREEMENT
Hi Debby,
Software Support and System Maintenance are one in the same. The invoice you have is the
only one you will receive to renew those services.
Thank you,
Amanda Delfosse I Staff Accountant I VisionAIR, Inc.
5601 Barbados Blvd. I Castle Hayne, NC 28429 1 P: 910-602-7222 1 C: 910-297-2329 1 F: 910-602-6190
The contents of this email message may be privileged and/or confidential. If you ore not the intended recipient, any review, dissemination,
copying, distribution or other use of the rontents ofthis message or ony ottachment by you is strictly prohibited. If you receive this
communimtion in error, please notify me immediately by return e-mail or by telephone (910-602-7222)), and please delete this message and oil
otmchrnent5 from yoursystem. Thank you.
READERS BEWARE Vnencrypted, unouthenticpted interne! a -mail is inherently insecure. Internet messages may be corrupted or incomplete, or
may incorrectly identify the sender. Please contact me if you wish to orronge formore secure communication or to outhenticate this message.
From: Nickens, Debby[maiIto: DNickens@ci.vernon.ca.us]
Sent: Wednesday, November 09, 2011 11:15 AM
To: Amanda Delfosse
Subject: VISIONAIR SYSTEM MAINTENANCE AGREEMENT
Importance: High
Good morning Amanda,
We currently have VtsionAir invoice number IVC4001895 in the amount of
$57,213.01 which is to renew the software support. Will this be the only invoice
we will receive, or will there be invoicing for the System Maintenance renewal?
Please advise....
1IW4&1 Xk&W
sk tz . �sf�✓r
(323) SX3-NNI9 ext. 203
diricPreira ��, ci. a�rrron. ca. ua
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached
to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person
responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or
use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received
this transmission in error, please immediately notify the sender. Please destroy the original transmission and its
attachments without reading or saving in any manner.
11 /9/2011
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