Resolution No. 2012-084RESOLUTION NO. 2012-84.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
CITY OF VERNON LICENSE AND SUPPORT AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND DECADE SOFTWARE
COMPANY, LLC FOR ENVIRONMENTAL HEALTH SOFTWARE AND
RELATED SERVICES
WHEREAS; Decade Software Company, LLC ("Decade") offers an
environmental health management software system called Envision to
manage and track inspection and health permit fee data; and
WHEREAS, the City of Vernon has utilized Envision through a
prior agreement with Decade, and Decade has submitted a new License
and Support Agreement, Agreement Number 1091-2012, for the initial
period July 1, 2012 through June 30, 2013 (the "Agreement"), which
Agreement will automatically renew for successive one year terms if
not canceled at least sixty days prior to the end of each term; and
WHEREAS, by memo dated May 10, 2012, the Interim Director of
Health & Environmental Control has recommended the approval of the
Agreement; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to Vernon City Code Section 2.27(b)(1),.it
is in the public interest and necessity to enter into the Agreement
with Decade.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement with Decade Software Company, LLC, a copy of
which is 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
instructs 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.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send one
fully executed Agreement to:
Decade Software Company, LLC
Attn. Kevin Delaney
1195 West Shaw Avenue
Fresno, CA 93711
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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 5th day of June, 2012.
Name: William J. Davis
Title:-Llle / Mayor Pro -Tern
3
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. 2012-84, 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, June 5, 2012, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City,of Vernon.
Executed this day of June, 2 12, at Vernon, California.
W llard a chi ity Cle
(SEAL)
- 4 -
EXHIBIT A
DECADE
4�oQ software company
Trusted to do more.
Decade License and Support Agreement
City of Vernon Health & Environmental Control
Department
Agreement Number 1091-2012
Revision 1.0
05/08/2012
Signed contract must be returned, to Decade by Client, within 30 days of receipt. In the event signed
contract is not received by Decade within 30 days of Client receipt, prices and terms contained herein
are subject to increase.
Contents
1. Definitions.....................:...........................:...........................................................................................................:.................:..2
2. License........................................................ .........................................................................................
..................................... 2
3. Ownership..................................................................................................................................................................................
3
4. Prices, Adjustments, and Taxes..................................................................................................................................................4
5. Support Services........................................................................................................................................................................5
6. Items Not Covered by this License and Support Fee..................................................................................................................6
7. Warranty and Limitation of Decade's Liability.............................................................................................................................7
8. Binding Dispute Resolution........................................................................................................................................................
9
9. Client Responsibilities..............................................................................................................................................................10
10. Version and Module Upgrades.........................................................................................................................................
10
11. Early Termination ............................ :......................................................................................................
.......................... 11
12. Actions Upon Termination................................................................................................................................................
11
13. Decade Staff ............... .......................... .....................................................................:.....................................................
11
14. Access to Client Systems.................................................................................................................................................
11
15. Notice....................................................................................................:.....:...................................................................
11
16. General.:.............................................................................................................................................:............................
12
17. Acceptance of Agreement................................................................................................................................................
13
Appendix A. Volumes, Prices, and Payment Schedule for License Fees..............................................................................
14
AppendixB. Dates and Term...............................................................................................................................................
16
Appendix C. Professional Services Rates.............................................................................................................................
17
AppendixD. Third Party Software.........................................................................................................................................18
License and Support Agreement
Decade Software Company, LLC
LICENSE AND SUPPORT AGREEMENT
THE AGREEMENT made by and between DECADE SOFTWARE COMPANY, LLC. ("Decade") with
principal place of business.at 1195 West Shaw Avenue, Fresno, California 93711, and the City of Vernon,
a California charter city and municipal corporation (hereinafter "City or "Client), on behalf of the City's
Health and Environmental Control Department, with principal place of business at 4305 Santa Fe Avenue,
Vernon, California 90058.
WHEREAS Decade is the developer and owner of a certain set of software products marketed using the
trade name EnvisionConnect;
AND WHEREAS Client desires to obtain from Decade a revocable, non-exclusive, non -sub licensable
and non -transferable license to use Decade's Licensed Programs and services;
NOW THEREFORE this Agreement witnesses that for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual promises herein, the parties agree as
follows:
Appendices
The following appendices are attached to form part of this Agreement:
Appendix Description
Appendix A Volumes, Prices, and Payment Schedule for License Fees
Appendix B Dates and Term
Appendix C Professional Services Rates
Appendix D Third Party Software
In the event of a conflict between the main body of the Agreement and an Appendix to the Agreement,
the terms of the Appendix shall prevail.
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
1. Definitions
I.I. Agreement. The agreement set forth in this document
1.2. Licensed Materials: The term "Licensed Materials" shall mean computer programs, in object form,
and all related documentation and materials provided to Client under the terms of this Agreement.
Licensed Materials shall not include Source Code.
1.3. Licensed Programs. The term "Licensed Programs" shall mean the object code version of the
software, as well as all updates, enhancements and releases. Licensed Programs are a sub -set of the
Licensed Materials.
1.4. Decade Source Code. The term 'Decade Source Code" shall mean a full source language statement
of the programs owned by Decade used to prepare the Licensed Programs, including any updates;
enhancements, revisions and modifications thereto that are provided to Client under this Agreement.
Decade Source Code shall not include any source language statements, for any portion of the
Licensed Programs owned by or sublicensed from third parties.
1.5. Effective Date. The term "Effective Date" shall mean a specific mutually agreed upon date as
defined in Appendix B, Dates and Term.
1.6. Anniversary Date. The term "Anniversary Date" shall mean a specific mutually agreed upon date as
defined in Appendix B, Dates and Term.
1.7. Version. The term "Version" shall mean an issue of Licensed Programs, which has been made
available to the Client.
1.8. Professional Service Request (PSR). The term "PSR" shall mean the document and process required
to authorize professional services which are outside of those agreed to.
1.9. EnVlsionConnect. The term EnvisionConnect shall mean the trade name for the Licensed Programs
provided under this Agreement as described in Appendix A. '
1.10. Inspector. The term "Inspector" shall mean a Client staff member whose job function requires fifty
percent (50%) or more time is spent conducting field activities such as inspections or. investigations.
2. License
2.1. Decade hereby grants to Client, and Client hereby accepts from Decade, subject to the terms and
conditions of this Agreement, a revocable, non-exclusive, non -sub licensable and non -transferable
license ("License") to use the Licensed Materials solely for Client's own use. The License shall be
restricted for use with one (1) production server database with a single set'of master code tables.
2.2. The License also authorizes Client to maintain aback up copy of the Licensed Programs for use
with databases for back up and testing purposes only. Client agrees to maintain appropriate records
on the quantity and location of all such copies, and produce same on demand by Decade. Client
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
agrees to include the Decade copyright notice on all copies, in whole or in part, in any form. Client
agrees to receive prior written approval from Decade before copying any portion of the Licensed
Programs for any other purpose, which Decade may, at its sole and unfettered discretion, grant or
not grant.
2.3. Client may not assign, sublicense or otherwise transfer, in whole or in part, the License, this
Agreement or any of its rights or obligations hereunder, whether voluntarily, by operation of law or
otherwise, without the prior written consent of Decade.
2.4. Client agrees to not allow access to the Licensed Programs to any third party without written
permission from Decade.
3. Ownership
3.1. Decade is the lawful owner or licensee of all proprietary rights whatsoever in the Licensed Materials
including any changes, additions, and enhancements in the form of new or partial programs or
documentation, but not as -to limit the generality thereof, all copyright interests in the Licensed
Materials. All copies of the Licensed Materials provided to, or reproduced by, the Client pursuant to
this Agreement are, and remain the property of Decade. No rights in the Licensed Materials are
granted to anyone other than those set forth in this Agreement. The Client shall use its commercially
reasonable best efforts to prevent any violations of the Decade's property rights in the Licensed
Materials and shall, under no circumstances, sell, lease, sublease, sublicense, assign, barter,
encumber, or otherwise transfer the Licensed Materials or use the Licensed Materials for the
processing of data for others, except as provided herein.
3.2. The Client shall have no right to modify, enhance or otherwise change the Licensed Materials in any
way without the prior written consent of Decade, however the Client shall be entitled to merge the
Licensed Materials into other materials to form a system, provided that upon termination of the
License granted by this Agreement, the Licensed Materials will be completely removed from the
system and treatedas though permission to merge had never been granted. Use of the Licensed
Materials in a system shall remain subject to all other terms of this Agreement.
3.3. The Licensed Materials and all other data or materials supplied by Decade to Client are confidential
and proprietary to Decade, protected by law and of substantial value to Decade, and their use and
disclosure must be carefully and continuously controlled;
3.4. The Licensed Materials and the Source Code are protected by the Copyright Laws of the United
States.
3.5. All logos, trademarks and trade names of Decade are proprietary to Decade and may only be used as
authorized in writing by Decade.
3.6. Client shall keep all property of Decade free and clear of all claims, liens and encumbrances.
3.7. Client shall notify Decade immediately of the unauthorized possession, use or knowledge. of any
item supplied to Client pursuant of this Agreement.
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License and Support Agreement 4
Decade Software Company, LLC
3.8. In the event Client breaches or attempts to breach any of the provisions of this Section 3, Decade
shall have the right, in addition to such other remedies which may be available to it, to injunctive
relief enjoining such breach or attempt to breach, it being acknowledged that legal remedies are
inadequate. The provisions of this Section 3 shall survive termination of this Agreement,
4. Prices, Adjustments, and Taxes
4.1. Prices for license fees and professional services are contained in Appendices A and D. The original
license and annual fees are based on the number of Inspectors specified in Appendix A.
4.2. Client agrees to pay for additional Inspectors as they are added at Decade's then prevailing license
and maintenance fees.
4.3. After the initial term and for successive terms thereafter, Decade will notify Client at least sixty (60)
days prior to the end of the then current term of Decade's intent to increase prices for the successive
term.
4.4. Any tax, such as sales and use taxes, exclusive of property and income taxes, that Decade is
required to collect or pay based upon the sale or delivery of products or services under this
Agreement shall be paid by Client to Decade, or Client shall pay directly to the taxing agency with
proof of payment provided to Decade. This obligation extends retroactively if so assessed by a
taxing agency.
4.5. If Client is using the Licensed Programs in California, and receives the Licensed Programs on
tangible personal property (for example floppy disks, magnetic tape, Zip disk, CD-ROM, or any
other medium by which the Licensed Programs are temporarily stored to effect transfer to Client's
computer) then the full license and support fee, as well as training and -conversion fees, are subject
to California sales and use tax. The definition of transfer is the leaving behind of such tangible
personal property. However, if the Licensed Programs are received by Client over communication
lines, via the Internet, a bulletin board service or through a direct connection between Client and
Decade computers, the license and support, training, and conversion fees are not subject to sales and
use tax. In California, all parts and supplies are subject to sales and use tax, and hourly -based
professional services, other than training and file conversion for the Licensed Programs, are not.
4.6. If Client is using the Licensed Programs in a state other than California then Client is responsible
for knowing the sales and use tax rules of that state.
4.7. Decade will assess and Client agrees to pay a late charge of I %, % per month, or the highest amount
allowed by law, for each month a payment is 30 days past due.
4.8. Decade reserves the right to withhold services for non-payment of fees.
4.9. Section 6 lists products and services that are not included in the license and support fee. Fees for
Client's use of these items are due and payable when invoiced.
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
5.. Support Services
The following services are included in the license and support fees:
5.1. Telephone Support Decade provides telephone support via a toll free number for Client's
usability questions and/or problem resolution. Support is provided during
Decade's regular business hours (8:00 A.M. to 5:00 P.M., Pacific Time,
Monday through Friday, with Federal and State holidays excluded.)
Holiday's Include.
New Year's Day
Martin Luther King Jr. Birthday
Presidents' Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
The Friday after Thanksgiving
Christmas Eve
Christmas Day
Issues can be reported 24-hours a day via Decade's web -based incident
reporting system, e-mail, fax or telephone. Decade supports both the
applications, it develops and provides first -tier support the database
backend on which these applications run.
5.2. Web -based Support All clients have 24-hour access to Decade's web resources.
• Incident Reporting
• Resolution Reporting
• System Documentation
• "Did You Know" Articles
• Online Support Forms
5.3. Licensed Programs Decade will provide. Licensed Programs maintenance, which includes
Maintenance defect fixes, and any other required modifications to keep the Licensed
Programs in conformance with the specifications contained in the then
current Decade Licensed Materials. Decade will amend the specifications
only to remove documentation errors, provide consistency of
interpretation or describe improvements to the Licensed Programs.
Decade will correct any error or malfunction in the Licensed Programs
that prevents them from operating in conformance with the then current
Licensed Materials, or Decade will provide a commercially reasonable
alternative that will conform to the then current Licensed Materials.
If Client's system is inoperable due to a reproducible error or
malfunction, and Client is using the current release of the Licensed
Programs, Decade will provide continuous effort to correct the error or
malfunction.
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
5.4. User Community User Groups: User group meetings occur on a frequency determined by
Tools the user community. These meetings allow users to share ideas,
workflows, etc. Client may send representatives to any user group
meeting conducted by Decade clients.
Decade's clients use a Community Web Site to share information such as
workflows for the Licensed Programs, environmental regulation
workflows, user -customized reports, and general questions and answers.
Clients have the freedom to upload/download useful reports, scripts, and
other files at times most convenient to them. In addition, they can join
groups, be automatically notified when updates are made to their group,
when questions are posed by others, when responses are provided to
questions, etc.
5.5. Refresher Training There will be no charge for refresher training conducted at Decade's
office on mutually agreeable dates, if the material was covered and the
attendee(s) Attended Client's initial training. Refresher training does not
include training for new Licensed Programs or Client staff that have not
been trained before, which are billable services.
5.6. Client Relationship Decade utilizes a Client Relationship Management (CRM) software
Management application that enables Decade to manage every aspect of our
relationship with the client. Client information acquired from sales,
marketing, client service, and support is captured and stored in a
centralized database to improve client satisfaction. Decade will not
release any Client information without prior authorization from the
Client.
5.7. Service Modification Decade has the right to eliminate, add to, or modify these services.
6. Items Not Covered by this License and Support
Fee
6.1. The following services will be provided on a fee basis. Appendix A contains prices for license fees,
and all services that are agreed upon as a condition of this Agreement. Services not specifically
included can be obtained from Decade after completion and approval of a Professional Service
Request (PSR) at the rates identified in Appendix C.
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
6.2. Support Initiated Decade's normal working hours are 8:00 A.M. to 5:00 P.M., Pacific Time,
Outside Normal Monday throughFriday, with Federal and State holidays excluded. If
Working Hours Client requires or initiates service outside these hours, Client will pay for
such support at Decade's prevailing rates.
Holidays Include
New Year's Day
Martin Luther King Jr. Birthday
Presidents' Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
The Friday after Thanksgiving
Christmas Eve
Christmas Day
6.3. Data Conversion
6.4. Data Correction or Unless caused by Decade's negligence while working on Client's system.
Restoration
6.5. Custom Programming
6.6. Software
Implementation
6:7. Initial and New Staff
Training
6.8. Client will reimburse Decade for out-of-pocket costs expended on Client's behalf, unless such costs
are caused by Decade's negligence. These can include travel and per diem, parts and supplies,
media and reproduction, and long distance calls initiated from Decade to Client's system. Decade
will obtain Client's prior approval before expending more than $100.00 per incident.
7. Warranty and Limitation of Decade's Liability
7.1. Decade warrants that the media used to deliver the Licensed Materials to Client is free from
mechanical or recording defects, and if such defects are found, Decade will immediately replace the
defective media.
7.2. Decade warrants that it is the owner or licensee of the Licensed Materials and that it has the right to
grant the License granted hereunder. Decade agrees to defend Client against, and pay the amount of
any adverse,final judgment (or settlement to which Decade consents) resulting from third party
claim(s) (hereinafter "Indemnified Claims") that the Licensed Materials infringe any copyright or
patent; provided Decade is notified promptly in writing of the Indemnified Claims and has sole
control over its defense or settlement, and Client provides reasonable assistance in defense of same.
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
7.3. Decade warrants that the Licensed Programs will perform substantially in accordance with its then -
current Licensed Materials, at no additional cost to Client, provided that: (a) the Licensed Programs
have not been modified, changed or altered by anyone other than Decade or as authorized by
Decade in writing; (b) Client is operating the then -current version of the Licensed Programs; (c)
Client's computer system is in good operating order and is installed in a suitable operating
environment; (d) Client's computer system configuration used in the operation of the Licensed
Programs meets Decade's approved specifications; (e) the error or defect is not caused by Client or
its agents, employees or contractors; (f) Client promptly notifies Decade of the error or defect when
it is discovered; (g) all fees then due to Decade have been paid; and (h) Client is not otherwise in
breach of its obligations under this Agreement. In such event, Decade shall use its commercially
reasonable efforts to cause the Licensed Programs to perform substantially in accordance with its
then -current Licensed Materials as soon as reasonably practicable under the circumstances.
7.4. If Client notifies Decade of such error or defect and, after investigation by Decade, Decade
determines that such error or defect occurred as a result of Client not being in compliance with one
or more of the reasons listed in Section 7.3 above, then Client shall reimburse Decade at Decade's
then prevailing rates for all costs incurred in investigating such error or defect.
7.5. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED
PROGRAMS, THE LICENSED MATERIALS OR ANY UPDATES, ENHANCEMENTS OR
RELEASES THERETO, OR ANY OTHER SERVICES OR GOODS PROVIDED BY DECADE
TO CLIENT IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A------ - -- --
PARTICULAR PURPOSE. AS AN EXPRESS LIMITATION OF LIABILITY, CLIENT'S SOLE
AND EXCLUSIVE REMEDIES AND DECADE'S ONLY OBLIGATIONS UNDER THE
WARRANTIES SET FORTH ABOVE AND THIS AGREEMENT IS TO CAUSE THE
LICENSED PROGRAMS TO OPERATE SUBSTANTIALLY IN ACCORDANCE WITH
DECADE'S THEN -CURRENT LICENSED MATERIALS OR TO CORRECT THE THEN -
CURRENT LICENSED MATERIALS AT DECADE'S SOLE AND UNFETTERED
DISCRETION.
7.6. DECADE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED'IN THE LICENSED
PROGRAMS SHALL MEET CLIENT'S REQUIREMENTS OR SHALL OPERATE IN
COMBINATION WITH OTHER SOFTWARE OR SYSTEMS WHICH CLIENT SELECTS FOR
USE, OR THAT THE OPERATION OF THE LICENSED PROGRAMS SHALL BE
UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS AND DEFECTS HAVE BEEN
IDENTIFIED AND CORRECTED BY DECADE.
7.7. DECADE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
SUFFERED OR INCURRED BY CLIENT AS A CONSEQUENCE OF THE USE OR
PERFORMANCE OF THE LICENSED PROGRAMS OR OTHERWISE, EVEN IF DECADE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT,
UNDER NO CIRCUMSTANCES SHALL DECADE BE LIABLE FOR ANY LOSS, COST,
EXPENSE OR DAMAGE TO CLIENT IN AN AMOUNT EXCEEDING THE SUM OF THE
INITIAL LICENSE FEE ACTUALLY PAID BY CLIENT TO DECADE UNDER THIS
AGREEMENT, WHETHER ARISING AS A RESULT OF: (A) ANY BREACH OF THIS
AGREEMENT BY DECADE; A ANY ACT OR FAILURE TO ACT OF DECADE; OR (C)
ANY CLAIM MADE AGAINST CLIENT BY ANY OTHER PARTY, EVEN IF DECADE HAS
BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM. CLIENT AGREES THAT IT
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
SHALL NOT ASSERT ANY CLAIMS AGAINST DECADE BASED ON ANY THEORY OF
STRICT LIABILITY.
7.8. General Indemnification
7.8.1. Any obligation by Decade to defend or indemnify Client shall be conditioned per Client
doing all of the following:
7.8.1.1. Notifying Decade of the claims, damages, losses and/or expenses in writing within a
reasonable period of time, such that Decade suffers no prejudice to its rights;
7.8.1.2. Giving Decade the right to control and direct the defense and settlement of that
action;
7.8.1.3. Making no compromise, settlement or admission of liability; and
7.8.1.4. Providing reasonable assistance and cooperates in the defense of that action.
7.8.2. Decade's obligations as stated in this section will not apply to any claim, suit or proceeding to
the extent it is based on any of the following:
7.8.2.1. Any modification of the EnvisionConnect software other than by Decade, or the
combination of the software with non -Decade software or any hardware that fails to
comply with the EnvisionConnect hardware and software requirements;
7.8.2.2. Client's use of other than the latest release of the EnvisionConnect software if Client
is informed that a claim, suit or proceeding can be avoided by use of the latest
release;
7.8.2.3. Any use of the EnvisionConnect software not authorized by this Agreement; or
7.8.2.4. Any modification or derivative work made by Decade based on Client's instructions,
designs or specifications.
8. Binding Dispute Resolution
The parties shall use reasonable efforts to amicably settle all disputes, controversies, or differences, which
may arise between them ("Dispute"). If no resolution is reached, the parties shall submit the Dispute to a
mutually acceptable mediator, initiated by written demand of one party served on the other, and if the
mediator determines that the Dispute cannot be resolved by mediation, then the Dispute shall be
submitted to binding arbitration in accordance with the rules and regulations of the American Arbitration
Association. Arbitration shall take place in Los Angeles, California. The arbitration award shall be
supported by written conclusions of law and fact. Punitive damages shall not be permitted under any
circumstances. The existence of the dispute, the dispute resolution process and the arbitrators' award shall
be maintained confidential, provided that the arbitrators' award may be entered as a final judgment in any
court in Los Angeles County, California having jurisdiction. The provisions of this Section 8 shall not
apply to those instances in which either party is entitled to seek injunctive relief pursuant to the terms of
this Agreement and desires to do so.
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License and Support Agreement 10
Decade Software Company, LLC
9. Client Responsibilities
Client is responsible for the following:
9.1. Timely payment of Decade invoices.
9.2. Provisions of a test system, and use of said system, prior to installing any enhancements, Versions,
or Licensed Programs. This shall include testing of any changes made by the Client, including but not
limited to:
• Reports
• Page Layouts
• Support Codes
• Configurations
9.3. Provision of appropriate operating environment for Client's computer system, Client employees,
and Decade staff when at Client location.
9.4. Provision of knowledgeable, competent operators with an understanding of Client's operations.
9.5. Scheduled training to properly prepare Client's staff to use Licensed Programs.
9.6. Backing up files and Licensed Programs daily, or whenever they change, and keeping them in a
secure place.
9.7. Notifying Decade of a problem as soon it appears.
10. Version and Module Upgrades
10.1. Decade will periodically make Licensed Programs upgrades and enhancements available to Client.
Decade will provide the necessary instructions and software tools so Client can install the upgrades
and modifications.
10.2. Decade will test each new Version in beta prior to. releasing the software to Client. Client will be
provided a test environment in which new Versions will be installed prior to the release of a
production Version.
10.3. Client will maintain its system at the current release level of the Licensed Programs. Ninety (90)
days after the releaseof a new Licensed Programs Version, Decade will not be obligated to maintain
prior Versions. Decade will have the sole discretion to decide if new Licensed Programs are a no
charge upgrade, a no charge enhancement, or a billable offering. Billable offerings are optional, and
Client will not be required to purchase them to maintain the current release level.
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Decade Software Company, LLC
11
11. Early Termination
11.1. Either party may terminate this Agreement for a material breach of this Agreement, provided that
the party in default has not cured or corrected such breach within thirty (30) days of receiving notice
of such breach from the non -breaching party. Such termination may be in addition to any other
rights and remedies the terminating party may have at law or in equity.
12. Actions Upon Termination
12.1. Client will cease using Licensed Materials immediately upon termination.
12.2. Within thirty (30) days after termination for any reason, Client will furnish Decade an affidavit
certifying that the original and all copies, in whole or in part, of the Licensed Materials have been
removed from Client's hardware and either returned to Decade or destroyed by Client.
12.3. Client will pay all amounts due Decade.
13. Decade Staff
13.1. Client shall not attempt to hire any current or former Decade staff member without prior written
consent from Decade.
14. Access to Client Systems
14.1. Client agrees to install such telephone lines, communications software, and communications
equipment necessary to allow remote access to Client's computer system. This access will be used to
provide technical support and problem resolution. Client shall install its own security measures to
prevent unauthorized access. Client shall be responsible for all expenses associated with obtaining
and installing such telephone lines and communication equipment. Decade shall provide Client with
the appropriate communication software at no additional cost. In the event Decade has to access
Client's system remotely, Client shall reimburse Decade for the cost of the telephone call.
15. Notice
15.1. Any notice, request, demand, consent, or other communications provided or permitted hereunder
shall be in writing and.given by personal delivery, transmitted by facsimile, or sent by ordinary
mail, postage paid, addressed to the party for which it is intended at its address as follows:
City of Vernon
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Decade Software Company, LLC
12
For Decade:
Attention: Kevin Delaney
1195 West Shaw Avenue
Fresno, CA 93711
Phone: 800-233-9847 ext 703
Fax: 559-222-1365
E-mail: kevindelanevnn.decadesoftware.com
For Client:
Attention: Leonard Grossberg
Interim Director / Health Officer
4305 Santa Fe Ave.
Vernon, CA. 90058
Phone: (323) 583-8811 ext. 231
E-mail: Zarossberg(a ci.vernon.ca:us
16. General
16.1. Any clause of this Agreement found to be unenforceable shall be severed from this Agreement and
the remainder of the Agreement shall remain in full force and effect.
16.2. Any waiver of any clause of this Agreement shall not constitute a subsequent waiver of that clause
or any other clause. Failure or delay of either party to enforce compliance with any clause shall not
constitute a waiver of such clause.
16.3. This Agreement shall be governed by California law, and the court of competent jurisdiction shall
be in Los Angeles, California.
16.4. In the event litigation is required to. enforce performance of this Agreement, the prevailing party
shall be reimbursed the costs of enforcement, including, but not limited to attorney fees and costs,
witness fees and costs, and court costs.
16.5. This Agreement replaces all other prior agreements, orally or in writing, relating to the subject
matter contained herein, including any made by other parties such as distributors, consultants,
dealers or resellers. This Agreement can only be modified in writing as approved by authorized
signatories of both parties.
16.6. This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of
the parties.
16.7. Unless otherwise provided herein, Decade may utilize third parties to provide certain services,
products or licenses.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement 13
Decade Software Company, LLC
17. Acceptance of Agreement
Decade and Client have caused this Agreement to be executed by their duly authorized representatives on
the respective dates entered below:
City of Vernon
UZ
William Davis, Mayor Pro -Tern
ATTEST:
Willard G. Yamaguchi, City Clerk
APPROVED AS TO FORM:
Willard G. Yamaguchi, Chief Deputy Attorney
The person signing this Agreement on behalf of the Client warrants that they have read and understand 9
the terms and conditions contained herein, are authorized to sign on behalf of the Client and accept
personal responsibility for damages if they are not so authorized.
Decade Software Company, LLC
Ke"Vim' laney, President
Printed Name
City of Vernon
Revision: 2.0 Revision Date: 05/16/2012
Date Agreed
License and Support Agreement
Decade Software Company, LLC
14
Appendix A. Volumes, Prices, and Payment Schedule
for License Fees
A.1 Number of Inspectors
Inspectors and Program Areas Numbers
Number of Inspectors 6
Number of Inspectors Using EnvisionConnect Remote 5
A.2 Licensed Programs
EnvisionConnect—Licensed Programs Included in this Agreement:
® EnvisionConnect
® EnvisionConnect Remote Use
El EnvisionConnect Portal — Public Access
Extender
Batch Payments Import Tool (BPI)
PA to CUPA Transfer Process
Mobile Vector Control Management
A.3 EnvisionConnect Prices
A.3.1 Prices
No. of
At Monthly
Ck Annual License and Support Fees
Inspectors
Rate
Annual Cost
EnvisionConnect
6
$ 105.00
$8,802.00
® EnvisionConnect Remote Use
5
$ 52.50
$7,656.00
Subtotal
4:1a eFa nn
Total Recurring Fees $16,458.00
These prices may be increased annually on the anniversary Date, upon at least sixty (60) days prior notice
to client.
A.4 Payment Schedule
All invoices are payable net thirty (30) days.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
15
A.5 Payment Frequency
Second and successive Annual License Renewal Fees, may be paid in advance annually or monthly,
Client's choice,
Ck
Payment Frequency
®
Annually
❑
Quarterly
❑
Monthly
A.6 Client Taxes
Tax Rate Exempt Exemption Number
A.7 Client Contact for Billing Issues
Client Contact Person for Billing Issues
Leonard Grossberg
Interim Director/Health Officer
430 Santa Fe Ave.
Vernon, CA 90058
Phone: (323) 583-8811 Ext. 231
E-mail: Igrossbergna ci.vernon.ca.us
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
16
Appendix B. Dates and Term
This Agreement shall become effective as specified below ("Effective Date") or when Decade provides
the Licensed Programs or services hereunder, whichever is earlier.
The month and day of the Effective Date shall determine the anniversary date (hereinafter "Anniversary
Date").
This Agreement shall have a term of one year, 07/01/12 to 06/30/13.
In the event the Agreement is not terminated, as specified herein, it shall be automatically renewed for
successive [one year] terms on the same conditions in effect at the conclusion of the ending term.
Either party may terminate this Agreement at the end of the initial or any successive term by giving the
other parity at least sixty (60) days prior written notice.
Milestone Summary
Milestone
Effective Date:
Date
07/01/12
Anniversary Date 07/01/12
Agreement Term Begins 07/01/12
Agreement Term Ends 06/30/13
City of Vernon
Revision: 1.0 Revision Date: 65/09/2012
License and Support Agreement
Decade Software Company, LLC
17
Appendix C. Professional Services Rates
Any services requested outside of those listed in Section 5 Support Services will require authorization
through a Professional Service Requests (PSR) signed by both parties. .
The following rates will apply for the listed professional services.
Item Rate Per Unit
Professional Services
• Custom Programming $126.00 Hour
Consultation $126.00Hour
• Report Development $126.00 Hour
Training
• Training at Client Facility - Maximum
$1,470.00
Day
of 6 participants
• Training at Client Facility - Maximum
$2,205.00
Day
of 15 participants
• Training at Decade Facility
$1,470.00
Day
• Training Online Using WebEx
$105.00
Hour
Support
• Phone Support Outside Normal
$189.00
Hour
Service Hours
• Third Party Support
$126.00
Hour
Travel Expenses
• An estimate of per diem travel expenses will be provided at the time the PSR is created.
These prices may be increased annually on the Anniversary Date, upon at least sixty (60) days prior
notice to client.
City of Vernon
Revision: 1,0 Revision Date: 05/09/2012
License and Support Agreement 18
Decade Software Company, LLC
Appendix D. Third Party Software
DA SAP Crystal Reports
Crystal Reports is a database report designer and viewer owned by SAP. Decade utilizes Crystal Reports
to design "canned" and custom reports that are later distributed with the Licensed Materials. The Licensed
Materials includes a server -side report generation component. This is allowed under section 4.2.5 of the
Crystal Reports Standard, Professional, and Developer License Agreement. Use of the server -side report
generation component within the Licensed Materials is subject to the following terms.
D.1.1 Client agrees not to modify, disassemble, decompile, translate, adapt or reverse -engineer the
Runtime Product or the report file (.RPT) format;
D.1.2 Client agrees not to distribute the Runtime Product to any third party; .
D.1.3 Client agrees not to use the Runtime Product to create for distribution a product that is generally
competitive with SAP product offerings;
D.1.4 Client agrees not to use the Runtime Product to create for distribution a product that converts the
report file (.RPT) format to an alternative report file format used by any general-purpose report
writing, data analysis or report delivery product that is not the property of SAP;
D.1.5 Client agrees not to use the Runtime Product on a rental or timesharing basis or to operate a service
bureau facility for the benefit of third -parties;
D.1.6 SAP AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY
RIGHTS. SAP AND ITS SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER FOR
ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, COVER OR
OTHER DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH
THE SOFTWARE.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, Califomia 90058
Telephone (323) 583-8811
June 7, 2012
Kevin Delaney, Managing Member
Decade Software Company, LLC
1195 West Shaw Avenue
Fresno, CA 93711
Re: Software License and Support Agreement
Dear Mr. Delaney:
Transmitted herewith is a copy of the fully executed agreement, as referenced above, approved
by City Council on June 5, 2012, through Resolution No. 2012-84.
If you have any questions regarding this matter, please call Leonard Grossberg, at (323) 583-
8811 ext. 231.
Very ly yours,
WILLARD G. Y.
City Clerk
WGY:dj
Enclosure
c: Leonard Grossberg
Purchasing Department
Resolution No. 2012-84
Agreement File No. 12-048
E,clusively Industriaf
DECADEM
Q,&Q software company
Trusted to do more.
Decade License and Support Agreement
City of Vernon Health & Environmental Control
Department
Agreement Number 109.1-2012
Revision 1.0
05/08/2012
Signed contract must be returned, to Decade by Client, within 30 days of receipt. In the event signed
contract is not received by Decade within 30 days of Client receipt, prices and terms contained herein
are subject to increase.
Contents
1. Definitions..................................................................................................................................................................................2
2. License......................................................................................................................................................................................2
3. Ownership..................................................................................................................................................................................
3
4. Prices, Adjustments, and Taxes.................................................................................................................................................4
5. Support Services........................................................................................................................................................................
5
6. Items Not Covered by this License and Support Fee..................................................................................................................6
7. Warranty and Limitation of Decade's Liability.............................................................................................................................7
B. Binding Dispute Resolution........................................................................................................................................................9
9. Client Responsibilities..............................................................................................................................................................
10
10. Version and Module Upgrades.........................................................................................................................................
10
11. Early Termination... ......................... .............................. ......... .................................................................
. .................... 11
12. Actions Upon Termination................................................................................................................................................
11
13. Decade Staff....................................................................................................................................................................
11
14. Access to Client Systems.................................................................................................................................................
11
15. Notice..............................................................................................................................................................................
11
16. General............................................................................................................................................................................
12
17. Acceptance of Agreement................................................................................................................................................
13
Appendix A. Volumes, Prices, and Payment Schedule for License Fees..............................................................................
14
AppendixB. Dates and Term...............................................................................................................................................
16
Appendix C. Professional Services Rates. ....... ................................................ . . ... . .. .... ................................................
17
AppendixD. Third Party Software.........................................................................................................................................
18
License and Support Agreement 1
Decade Software Company, LLC
LICENSE AND SUPPORT AGREEMENT
THE AGREEMENT made by and between DECADE SOFTWARE COMPANY, LLC. ("Decade") with
principal place of business at.1195 West Shaw Avenue, Fresno, California 93711, and the City of Vernon,
a California charter city and municipal corporation (hereinafter "City or "Client), on behalf of the City's
Health and Environmental Control Department, with principal place of business at 4305 Santa Fe Avenue,
Vernon, California 90058.
WHEREAS Decade is the developer and owner of a certain set of software products marketed using the
trade name EnvisionConnect;
AND WHEREAS Client desires to obtain from Decade a revocable, non-exclusive, non -sub licensable
and non -transferable license to use Decade's Licensed Programs and services;
NOW THEREFORE this Agreement witnesses that for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual promises herein, the parties agree as
follows:
Appendices
The following appendices are attached to form part of this Agreement:
Appendix
Description
Appendix A
Volumes, Prices, and Payment Schedule for License Fees
Appendix B
Dates and Term
Appendix C
Professional Services Rates
Appendix D
Third Party, Software
In the event of a conflict between the main body of the Agreement and an Appendix to the Agreement,
the terms of the Appendix shall prevail.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
1. Definitions
1.1. Agreement. The agreement set forth in this document
1.2. Licensed Materials. The term "Licensed Materials" shall mean computer programs, in object form,
and all related documentation and materials provided to Client under the terms of this Agreement.
Licensed Materials shall not include Source Code.
1.3. Licensed Programs. The term "Licensed Programs" shall mean the object code version of the
software, as well as all updates, enhancements and releases. Licensed Programs are a sub -set of the
Licensed Materials.
1.4. Decade Source Code. The term "Decade Source Code" shall mean a full source language statement
of the programs owned by Decade used to prepare the Licensed Programs, including any updates;
enhancements, revisions and modifications thereto that are provided to Client under this Agreement.
Decade Source Code shall not include any source language statements for any portion of the
Licensed Programs owned by or sublicensed from third parties.
1.5. Effective Date. The term "Effective Date" shall mean a specific mutually agreed upon date as
defined in Appendix B, Dates and Term.
1.6. Anniversary Date. The term "Anniversary Date" shall mean a. specific mutually agreed upon date as
defined in Appendix B, Dates and Term.
1.7. Version. The term "Version" shall mean an issue of Licensed Programs, which has been made
available to the Client.
1.8. Professional Service Request (PSR). The term "PSR" shall mean the document and process required
to authorize professional services which are outside of those agreed to.
1.9. EnvisionConnect. The term EnvisionConnect shall mean the trade name for the Licensed Programs
provided under this Agreement as described in Appendix A.
1.10. Inspector. The term "Inspector" shall mean a Client staff member whosejob function requires fifty
percent (50%) or more time is spent conducting field activities such as inspections or investigations.
2. License
2.1. , Decade hereby grants to Client, and Client hereby accepts from Decade, subject to the terms and
conditions of this Agreement, a revocable, non-exclusive, non -sub licensable and non -transferable
license ("License") to use the Licensed Materials solely for Client's own use. The License shall be
restricted for use with one (1) production server database with a single set of master code tables.
2.2. The License also authorizes Client to maintain a back up copy of the Licensed Programs for use
with databases for back up and testing purposes only. Client agrees to maintain appropriate records
on the quantity and location of all such copies, and produce same on demand by Decade. Client
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
agrees to include the Decade copyright notice on all copies, in whole or in part, in any form. Client
agrees to receive prior written approval from Decade before copying any portion of the Licensed
Programs for any other purpose, which Decade may, at its sole and unfettered discretion, grant or
not grant.
2.3. Client may not assign, sublicense or otherwise transfer, in whole or in part, the License, this
Agreement or any of its rights or obligations hereunder, whether voluntarily, by operation of law or
otherwise, without the prior written consent of Decade.
2.4. Client agrees to not allow access to the Licensed Programs to any third party without written
permission from Decade.
3. Ownership
3.1. Decade is the lawful owner or licensee of all proprietary rights whatsoever in the Licensed Materials
including any changes, additions, and enhancements in the form of new or partial programs or
documentation, but not as to limit the generality thereof, all copyright interests in the Licensed
Materials. All copies of the Licensed Materials provided to, or reproduced by, the Client pursuant to
this Agreement are, and remain the property of Decade. No rights in the Licensed Materials are
granted to anyone other than those set forth in this Agreement. The Client shall use its commercially
reasonable best efforts to prevent any violations of the Decade's property rights in the Licensed
Materials and shall, under no circumstances, sell, lease, sublease, sublicense, assign, barter,
encumber, or otherwise transfer the Licensed Materials or use the Licensed Materials for the
processing of data for others, except as provided herein,
3.2. The Client shall have no right to modify, enhance or otherwise change the Licensed Materials in any
way without the prior written consent of Decade, however the Client shall be entitled to merge the
Licensed Materials into other materials to form a system, provided that upon termination of the
License granted by this Agreement, the Licensed Materials will be completely removed from the
system and treated as though permission to merge had never been granted. Use of the Licensed
Materials in a system shall remain subject to all other terms of this Agreement.
3.3. The Licensed Materials and all other data or materials supplied by Decade to Client are confidential
and proprietary to Decade, protected by law and of substantial value to Decade, and their use and
disclosure must be carefully and continuously controlled;
3.4. The Licensed Materials and the Source Code are protected by the Copyright Laws of the United
States.
3.5. All logos, trademarks and trade names of Decade are proprietary to Decade and may only be used as
authorized in writing by Decade.
3.6. Client shall keep all property of Decade free and clear of all claims, liens and encumbrances,
3.7. Client shall notify Decade immediately of the unauthorized possession, use or knowledge, of any
item supplied to Client pursuant of this Agreement.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
3.8. In the event Client breaches or attempts to breach any of the provisions of this Section 3, Decade
shall have the right, in addition to such other remedies which may be available to it, to injunctive
relief enjoining such breach or attempt to breach, it being acknowledged that legal remedies are
inadequate. The provisions of this Section 3 shall survive termination of this Agreement.
4. Prices, Adjustments, and Taxes
4.1. Prices for license fees and professional services are contained in Appendices A and D. The original
license and annual fees are based on the number of Inspectors specified in Appendix A.
4.2. Client agrees to pay for additional Inspectors as they are added at Decade's then prevailing license
and maintenance fees.
4
4.3. After the initial term and for successive terns thereafter, Decade will notify Client at least sixty (60)
days prior to the end of the then current term of Decade's intent to increase prices for the successive
term.
4.4. Any tax, such as sales and use taxes, exclusive of property and income taxes, that Decade is
required to collect or pay based upon the sale or delivery of products or services under this
Agreement shall be paid by Client to Decade, or Client shall pay directly to the taxing agency with
proof of payment provided to Decade. This obligation extends retroactively if so assessed by a
taxing agency.
4.5. If Client is using the Licensed Programs in California, and receives the Licensed Programs on
tangible personal property (for example floppy disks, magnetic tape, Zip disk, CD-ROM, or any
other medium by which the Licensed Programs are temporarily stored to effect transfer to Client's
computer) then the full license and support fee, as well as training and conversion fees, are subject
to California sales and use tax. The definition of transfer is the leaving behind of such tangible
personal property. However, if the Licensed Programs are received by Client over communication
lines, via the Internet, a bulletin board service or through a direct connection between Client and
Decade computers, the license and support, training, and conversion fees are not subject to sales and
use tax. In California, all parts and supplies are subject to sales and use tax, and hourly -based
professional services, other than training and file conversion for the Licensed Programs, are not.
4.6. If Client is using the Licensed Programs in a state other than California then Client is responsible
for knowing the sales and use tax rules of that state.
4.7. Decade will assess and Client agrees to pay a late charge of 1 %2 % per month, or the highest amount
allowed by law, for each month a payment is 30 days past due.
4.8. Decade reserves the right to withhold services for non-payment of fees.
4.9. Section 6 lists products and services that are not included in the license and support fee. Fees for
Client's use of these items are due and payable when invoiced.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
5.. Support Services
The following services are included in the license and support fees:
5.1. Telephone Support Decade provides telephone support via a toll free number for Client's
usability questions and/or problem resolution. Support is provided during
Decade's regular business hours (8:00 A.M. to 5:00 P.M., Pacific Time,
Monday through Friday, with Federal and State holidays excluded.)
Holiday's Include:
New Year's Day
Martin Luther King Jr. Birthday
Presidents' Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
The Friday after Thanksgiving
Christmas Eve
Christmas Day
Issues can be reported 24-hours a day via Decade's web -based incident
reporting system, e-mail, fax or telephone. Decade supports both the
applications it develops and provides first -tier support the database
backend on which these applications run.
5.2. Web -based Support All clients have 24-hour access to Decade's web resources.
• Incident Reporting
• Resolution Reporting
• System Documentation
• "Did You Know" Articles
• Online Support Forms
5.3. Licensed Programs Decade will provide Licensed Programs maintenance, which includes
Maintenance defect fixes, and any other required modifications to keep the Licensed
Programs in conformance with the specifications contained in the then
current Decade Licensed Materials. Decade will amend the specifications
only to remove documentation errors, provide consistency of
interpretation or describe improvements to the Licensed Programs.
Decade will correct any error or malfunction in the Licensed Programs
that prevents them from operating in conformance with the then current
Licensed Materials, or Decade will provide a commercially reasonable
alternative that will conform to the then current Licensed Materials.
If Client's system is inoperable due to a reproducible error or
malfunction, and Client is using the current release of the Licensed
Programs, Decade will provide continuous effort to correct the error or
malfunction.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
5
License and Support Agreement
Decade Software Company, LLC
5.4. User Community User Groups: User group meetings occur on a frequency determined by
Tools the user community. These meetings allow users to share ideas,
workflows, etc. Client may send representatives to any user group
meeting conducted by Decade clients.
Decade's clients use a Community Web Site to share information such as
workflows for the Licensed Programs, environmental regulation
workflows, user -customized reports, and general questions and answers.
Clients have the freedom to upload/download useful reports, scripts, and
other files at times most convenient to them. In addition, they can join
groups, be automatically notified when updates are made to their group,
when questions are posed by others, when responses are provided to
questions, etc.
5.5. Refresher Training There will be no charge for refresher training conducted at Decade's
office on mutually agreeable dates, if the material was covered and the
attendee(s) Attended Client's initial training. Refresher training does not
include training for new Licensed Programs or Client staff that have not
been trained before, which are billable services.
5.6. Client Relationship Decade utilizes a Client Relationship Management (CRM) software
Management application that enables Decade to manage every aspect of our
relationship with the client. Client information acquired from sales,
marketing, client service, and support is captured and stored in a
centralized database to improve client satisfaction. Decade will not
release any Client information without prior authorization from the
Client.
5.7. Service Modification Decade has the right to eliminate, add to, or modify these services.
6. Items Not Covered by this License and Support
Fee
6.1. The following services will be provided on a fee basis. Appendix A contains prices for license fees,
and all services that are agreed upon as a condition of this Agreement. Services not specifically
included can be obtained from Decade after completion and approval of a Professional Service
Request (PSR) at the rates identified in Appendix C.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
6.2. Support Initiated
Decade's normal working hours are 8:00 A.M. to 5:00 P.M., Pacific Time,
Outside Normal
Monday through Friday, with Federal and State holidays excluded. If
Working Hours
Client requires or initiates service outside these hours, Client will pay for
such support at Decade's prevailing rates.
Holidays Include
New Year's Day
Martin Luther King Jr. Birthday.
Presidents' Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
The Friday after Thanksgiving
Christmas Eve
Christmas Day
6.3. Data Conversion
6.4. Data Correction or
Unless caused by Decade's negligence while working on Client's system.
Restoration
6.5. Custom Programming
6.6. Software
Implementation
6.7. Initial and New Staff
Training
6.8. Client will reimburse Decade for out-of-pocket costs expended on Client's behalf, unless such costs
are caused by Decade's negligence. These can include travel and per diem, parts and supplies,
media and reproduction, and long distance calls initiated from Decade to Client's system. Decade
will obtain Client's prior approval before expending more than $100.00 per incident.
7. Warranty and Limitation of Decade's Liability
7.1. Decade warrants that the media used to deliver the Licensed Materials to Client is free from
mechanical or recording defects, and if such defects are found, Decade will immediately replace the
defective media.
7.2. Decade warrants that it is the owner or licensee of the Licensed Materials and that it has the right to
grant the License granted hereunder. Decade agrees to defend Client against, and pay the amount of
any adverse final judgment (or settlement to which Decade consents) resulting from third party
elaim(s) (hereinafter "Indemnified Claims") that the Licensed Materials infringe any copyright or
patent; provided Decade is notified promptly in writing of the Indemnified Claims and has sole
control over its defense or settlement, and Client provides reasonable assistance in defense of same.
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
M
7.3. Decade warrants that the Licensed Programs will perform substantially in accordance with its then -
current Licensed Materials, at no additional cost to Client, provided that: (a) the Licensed Programs
have not been modified, changed or altered by anyone other than Decade or as authorized by
Decade in writing; (b) Client is operating the then -current version of the Licensed Programs; (c)
Client's computer system is in good operating order and is installed in a suitable operating
environment; (d) Client's computer system configuration used in the operation of the Licensed
Programs meets Decade's approved specifications; (e) the error or defect is not caused by Client or
its agents, employees or contractors; (f) Client promptly notifies Decade of the error or defect when
it is discovered; (g) all fees then due to Decade have been paid; and (h) Client is not otherwise in
breach of its obligations under this Agreement. In such event, Decade shall use its commercially
reasonable efforts to cause the Licensed Programs to perform substantially in accordance with its
then -current Licensed Materials as soon as reasonably practicable under the circumstances.
7.4. If Client notifies Decade of such error or defect and, after investigation by Decade, Decade
determines that such error or defect occurred as a result of Client not being in compliance with one
or more of the reasons listed in Section 7.3 above, then Client shall reimburse Decade at Decade's
then prevailing rates for all costs incurred in investigating such error or defect.
7.5. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED
PROGRAMS, THE LICENSED MATERIALS OR ANY UPDATES, ENHANCEMENTS OR
RELEASES THERETO, OR ANY OTHER SERVICES OR GOODS PROVIDED BY DECADE
TO CLIENT IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. AS AN EXPRESS LIMITATION OF LIABILITY, CLIENT'S SOLE
AND EXCLUSIVE REMEDIES AND DECADE'S ONLY OBLIGATIONS UNDER THE
WARRANTIES SET FORTH ABOVE AND THIS AGREEMENT IS TO CAUSE TIC
LICENSED PROGRAMS TO OPERATE SUBSTANTIALLY IN ACCORDANCE WITH
DECADE'S THEN -CURRENT LICENSED MATERIALS OR TO CORRECT THE THEN -
CURRENT LICENSED MATERIALS AT DECADE'S SOLE AND UNFETTERED .
DISCRETION.
7.6. DECADE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED
PROGRAMS SHALL MEET CLIENT'S REQUIREMENTS OR SHALL OPERATE IN
COMBINATION WITH OTHER SOFTWARE OR SYSTEMS WHICH CLIENT SELECTS FOR
USE, OR THAT THE OPERATION OF THE LICENSED PROGRAMS SHALL BE
UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS AND DEFECTS HAVE BEEN
IDENTIFIED AND CORRECTED BY DECADE.
7.7. DECADE SHALL.NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
SUFFERED OR INCURRED BY CLIENT AS A CONSEQUENCE OF THE USE OR
PERFORMANCE OF THE LICENSED PROGRAMS OR OTHERWISE, EVEN IF DECADE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT,
UNDER NO CIRCUMSTANCES SHALL DECADE BE LIABLE FOR ANY LOSS, COST,
EXPENSE OR DAMAGE TO CLIENT IN AN AMOUNT EXCEEDING THE SUM OF THE
INITIAL LICENSE FEE ACTUALLY PAID BY CLIENT TO DECADE UNDER THIS
AGREEMENT, WHETHER ARISING AS A RESULT OF: (A) ANY BREACH OF THIS
AGREEMENT BY DECADE; (B) ANY ACT OR FAILURE TO ACT OF DECADE; OR (C)
ANY CLAIM MADE AGAINST CLIENT BY ANY OTHER PARTY, EVEN IF DECADE HAS
BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM. CLIENT AGREES THAT IT
City of Vernon
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License and Support Agreement
Decade Software Company, LLC
SHALL NOT ASSERT ANY CLAIMS AGAINST DECADE BASED ON ANY THEORY OF
STRICT LIABILITY.
7.8. General Indemnification
7.8.1. Any obligation by Decade to defend or indemnify Client shall be conditioned per Client
doing all of the following:
7.8.1.1. Notifying Decade of the claims, damages, losses and/or expenses in writing within a
reasonable period of time, such that Decade suffers no prejudice to its rights;
7.8.1.2. Giving Decade the right to control and direct the defense and settlement of that
action;
7.8.1.3. Making no compromise, settlement or admission of liability; and
7.8.1.4. Providing reasonable assistance and cooperates in the defense of that action.
7.8.2. Decade's obligations as stated in this section will not apply to any claim, suit or proceeding to
the extent it is based on any of the following:
7.8.2.1. Any modification of the EnvisionConnect software other than by Decade, or the
combination of the software with non -Decade software or any hardware that fails to
comply with the EnvisionConnect hardware and software requirements;
7.8.2.2. Client's use of other than the latest release of the EnvisionConnect software if Client
is informed that a claim, suit or proceeding can be avoided by use of the latest
release;
7.8.2.3. Any use of the EnvisionConnect software not authorized by this Agreement; or
7.8.2.4. Any modification or derivative work made by Decade based on Client's instructions,
designs or specifications.
8. Binding Dispute Resolution
The parties shall use reasonable efforts to amicably settle all disputes, controversies, or differences, which
may arise between them ("Dispute"). If no resolution is reached, the parties shall submit the Dispute to a
mutually acceptable mediator, initiated by written demand of one party served on the other, and if the
mediator determines that the Dispute cannot be resolved by mediation, then the Dispute shall be
submitted to binding arbitration in accordance with the rules and regulations of the American Arbitration
Association. Arbitration shall take place in Los Angeles, California. The arbitration award shall be
supported by written conclusions of law and fact. Punitive damages shall not be permitted under any
circumstances. The existence of the dispute, the dispute resolution process and the arbitrators' award shall
be maintained confidential, provided that the arbitrators' award may be entered as a final judgment in any
court in Los Angeles County, California having jurisdiction. The provisions of this Section 8 shall not
apply to those instances in which either party is entitled to seek injunctive relief pursuant to the terms of
this Agreement and desires to do so.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement 10
Decade Software Company, LLC
9. Client Responsibilities
Client is responsible for the following:
9.1. Timely payment of Decade invoices.
9.2. Provisions of a test system, and use of said system, prior to installing any enhancements, Versions,
or Licensed Programs. This shall include testing of any changes made by the Client, including but not
limited to:
• Reports
• Page Layouts
• Support Codes
• Configurations
9.3. Provision of appropriate operating environment for Client's computer system, Client employees,
and Decade staff when at Client location.
9.4. Provision of knowledgeable, competent operators with an understanding of Client's operations.
9.5. Scheduled training to properly prepare Client's staff to use Licensed Programs:
9.6. Backing up files and Licensed Programs daily, or whenever they change, and keeping them in a
secure place.
9.7. Notifying Decade of a problem as soon it appears.
10. Version and Module Upgrades
10.1. Decade will periodically make Licensed Programs upgrades and enhancements available to Client.
Decade will provide the necessary instructions and software tools so Client can install the upgrades
and modifications.
10.2. Decade will test each new Version in beta prior to releasing the software to Client. Client will be
provided a test environment in which new Versions will be installed prior to the release of a
production Version.
10.3. Client will maintain its system at the current release level of the Licensed Programs. Ninety (90)
days after the release of a new Licensed Programs Version, Decade will not be obligated to maintain
prior Versions. Decade will have the sole discretion to decide if new Licensed Programs are a no
charge upgrade, a no charge enhancement, or a billable offering. Billable offerings are optional, and
Client will not be required to purchase them to maintain the current release level.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
11. Early Termination
11
11.1. Either party may terminate this Agreement for a material breach of this Agreement, provided that
the party in default has not cured or corrected such breach within thirty (30) days of receiving notice
of such breach from the non -breaching party. Such termination may be in addition to any other
rights and remedies the terminating party may have at law or in equity.
12. Actions Upon Termination
12.1. Client will cease using Licensed Materials immediately upon termination.
12.2. Within thirty (30) days after termination for any reason, Client will furnish Decade an affidavit
certifying that the original and all copies, in whole or in part, of the Licensed Materials have been
removed from Client's hardware and either returned to Decade or destroyed by Client.
12.3. Client will pay all amounts due Decade.
13. Decade Staff
13.1. Client shall not attempt to hire any current or former Decade staff member without prior written
consent from Decade.
14. Access to Client Systems
14.1. Client agrees to install such telephone lines, communications software, and communications
equipment necessary to allow remote access to Client's computer system. This access will be used to
provide technical support and problem resolution. Client shall install its own security measures to
prevent unauthorized access. Client shall be responsible for all expenses associated with obtaining
and installing such telephone lines and communication equipment. Decade shall provide Client with
the appropriate communication software at no additional cost. In the event Decade has to access
Client's system remotely, Client shall reimburse Decade for the cost of the telephone call.
15. Notice
15.1. Any notice, request, demand, consent, or other communications provided or permitted hereunder
shall be in writing and given by personal delivery, transmitted by facsimile, or sent by ordinary
mail, postage paid, addressed to the party for which it is intended at its address as follows:
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
For Decade:
Attention: Kevin Delaney
1195 West Shaw Avenue
Fresno, CA 93711
Phone: 800-233-9847 ext703
Fax: 559-222-1365
E-mail: kevindelaney@decadesoftware.com
For Client:
Attention: Leonard Grossberg
Interim Director / Health Officer
4305 Santa Fe Ave.
Vernon, CA 90058
Phone: (323) 583-8811 ext. 231
E-mail: lgrossberg@ci.vernon.ca.us
16. General
12
16. L Any clause of this Agreement found to be unenforceable shall be severed from this Agreement and
the remainder of the Agreement shall remain in full force and effect.
16.2. Any waiver of any clause of this Agreement shall not constitute a subsequent waiver of that clause
or any other clause. Failure or delay of either party to enforce compliance with any clause shall not
constitute a waiver of such clause.
16.3. This Agreement shall be governed by California law, and the court of competent jurisdiction shall
be in Los Angeles, California.
16.4. In the event litigation is required to enforce performance of this Agreement, the prevailing party
shall be reimbursed the costs of enforcement, including, but not limited to attorney fees and costs,
witness fees and costs, and court costs.
16.5. This Agreement replaces all other prior agreements, orally or in writing, relating to the subject
matter contained herein, including any made by other parties such as distributors, consultants,
dealers or resellers. This Agreement can only be modified in writing as approved by authorized
signatories of both parties.
16.6. This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of
the parties.
16.7. Unless otherwise provided herein, Decade may utilize third parties to provide certain services,
products or licenses.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement 13
Decade Software Company, LLC
17. Acceptance of Agreement
Decade and Client have caused this Agreement to be executed by their duly authorized representatives on
the respective dates entered below:
City of Vernon
ZE� k I
The person signing this Agreement on behalf of the Client warrants that they have read and understand all
the terms and conditions contained herein, are authorized to sign on behalf of the Client and accept
personal responsibility for damages if they are not so authorized.
Decade Software Company, LLC
1(6�
)Ianey, President
4e V r " C't
Printed Name
City of Vernon
Revision: 2.0 Revision Date: 05/16/2012
S— I ZI,- /:?--
Date Agreed
License and Support Agreement
Decade Software Company, LLC
Appendix A. Volumes, Prices, and Payment Schedule
I for License Fees
A.1 Number of Inspectors
Inspectors and Program Areas Numbers
Number of Inspectors 6
Number of Inspectors Using EnvisionConnect Remote 5
A.2 Licensed Programs
EnvisionConnect —Licensed Programs Included in this Agreement:
EnvisionConnect
EnvisionConnect Remote Use
El EnvisionConnect Portal — Public Access
EJ Extender
EJ Batch Payments Import Tool (BPI)
E] PA to CUPA Transfer Process
El Mobile Vector Control Management
A.3 EnvisionConnect Prices
A.3.1 Prices
No. of At Monthly
Ck Annual License and Support Fees Inspectors Rate
EnvisionConnect
EnvisionConnect Remote Use
Subtotal
6 $ 105.00
5 $ 52.50
14
Annual Cost
$8,802.00
$7,656.00
Total Recurring Fees $16,458.00
These prices may be increased annually on the anniversary Date, upon at least sixty (60) days prior notice
to client.
A.4 Payment Schedule
All invoices are payable net thirty (30) days.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
A.5 Payment Frequency
Second and successive Annual License Renewal Fees, may be paid in advance annually or monthly,
Client's choice.
Ck
Payment Frequency
Z
Annually
El
Quarterly
El
Monthly
A.6 Client Taxes
Tax Rate Exempt Exemption Number
A.7 Client Contact for Billing Issues
Client Contact Person for Billing Issues
Leonard Grossberg
Interim Director/Health Officer
430 Santa Fe Ave.
Vernon, CA 90058
Phone: (323) 583-8811 Ext. 231
E-mail: Igrossberg&ci.vemon.ca.us
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
15
License and Support Agreement 16
Decade Software Company, LLC
Appendix B. Dates and Term
This Agreement shall become effective as specified below ("Effective Date") or when Decade provides
the Licensed Programs or services hereunder, whichever is earlier.
The month and day of the Effective Date shall determine the anniversary date (hereinafter "Anniversary
Date").
This Agreement shall have a term of one year, 07/01/12 to 06/30/13.
In the event the Agreement is not terminated, as specified herein, it shall be automatically renewed for
successive [one year] terms on the same conditions in effect at the conclusion of the ending term.
Either party may terminate this Agreement at the end of the initial or any successive term by giving the
other party at least sixty (60) days prior written notice.
Milestone Summary
Milestone
Date
Effective Date:
07/01/12
Anniversary Date
07101/12
Agreement Term Begins
07/01/12
Agreement Term Ends
06/30/13
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
License and Support Agreement
Decade Software Company, LLC
Appendix C. Professional Services Rates
Any services requested outside of those listed in Section 5 Support Services will require authorization
through a Professional Service Requests (PSR) signed by both parties.
The following rates will apply for the listed professional services
Item
Rate
Per Unit
Professional Services
Custom Programming
$126.00
Hour
Consultation
$126.00
Hour
Report Development
$126.00
Hour
Training
Training at Client Facility - Maximum
$1,470.00
Day
of 6 participants
Training at Client Facility - Maximum
$2,205.00
Day
of 15 participants
Training at Decade Facility
$1,470.00
Day
Training Online Using WebEx
$105.00
Hour
Support
Phone Support Outside Normal
$189.00
Hour
Service Hours
Third Party Support
$126.00
Hour
Travel Expenses
0 An estimate of per them travel expenses will be provided.at the time the PSR iscreated.
These prices may be increased annually on the Anniversary Date, upon at least sixty (60) days prior
notice to client.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
17
License and Support Agreement 18
Decade SofK4/are Company, LLC
Appendix D. Third Party Software
D.1 SAP Crystal Reports
Crystal Reports is a database report designer and viewer owned by SAP. Decade utilizes Crystal Reports
to design "canned" and custom reports that are later distributed with the Licensed Materials. The Licensed
Materials includes a server -side report generation component. This is allowed under section 4.2.5 of the
Crystal Reports Standard, Professional, and Developer License Agreement. Use of the server -side report
generation component within the Licensed Materials is subject to the following terms.
D. 1. 1 Client agrees not to modify, disassemble, decompile, translate, adapt or reverse -engineer the
Runtime Product or the report file (.RPT) format;
D. 1.2 Client agrees not to distribute the Runtime Product to any third party;
D. 1.3 Client agrees not to use the Runtime Product to create for distribution a product that is generally
competitive with SAP product offerings;
D. 1.4 Client agrees not to use the Runtime Product to create for distribution a product that converts the
report file (RPT) format to an alternative report file format used by any general-purpose report
writing, data analysis or report delivery product that is not the property of SAP;
D. 1. 5 Client agrees not to use the Runtime Product on a rental or timesharing basis or to operate a service
bureau facility for the benefit of third -parties;
D.1.6 SAP AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NONINTRINGEMENT OF THIRD PARTY
RIGHTS. SAP AND ITS SUPPLIERS SHALL RAVE NO LIABILITY WHATSOEVER FOR
ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, COVER OR
OTHER DAMAGES ARISING UNDER TIUS AGREEMENT OR IN CONNECTION WITH
THE SOFTWARE.
City of Vernon
Revision: 1.0 Revision Date: 05/09/2012
RECF
MAY 14 2012
CITY CLERK,� v, dG. STAFF REPORT
HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT
DATE: May 10, 2012
TO: Honorable Mayor Pro-Tempore and City Council
FROM: Aeonard Grossberg, Interim Director/ Health Officer
RE: Request for Approval of Environmental Health Software License and Support
Agreement
BACKGROUND:
Since 2001, our department has utilized Envision, and environmental health management
software system developed by Decade Software Company, LLC (Decade) to manage and track
inspection and health permit fee data. For example, we use the Envision system to invoice and
collect over $600,000.00 in health permit fees each year. The City's use of the Envision
software is authorized under an annual license and software agreement with Decade.
Decade has forwarded a new License and Support Agreement Renewal (attached) that extends
the term for another year (July 1, 2012 through June 30, 2013). Two duplicate originals are
attached.
Our department continues to be very satisfied with the services and software Decade is
providing. In addition, the City Attorney's office has reviewed and concurred with the agreement
as -to -form.
FISCAL IMPACT:
This year's agreement fee amount is the same as last year's fee $16,458.50. Sufficient funds
have been budgeted in the FY 2012-2013 budget.
RECOMMENDATION:
I am recommending approval of the new agreement with Decade for July 1, 2012 through June
30, 2013. Please let me know if you need further information.
Attachments
Xc: Mark WhUorth, City Administrator
Willard Yamaguchi, Assistant City Attorney
9cLG:MyDocs1ZJHealthDept1staff reports/Decade agreement to council 2012.doc
MECEIVED
MAY 1 4 Z0Q
CITY CLERWS OFFICE
LL-
Memorandum
HEALTH & ENVIRONMENTAL CONTROL
DATE: May 10, 2012
TO: Mark Whitworth, City Administrator
RECEIVED
MAY 10 2012
CITY ADMINISTRATION
DEPA NT
FROM: 4 Leonard Grossberg, Interim Director/ Health Officer
RE: Request for Approval of Environmental Health Software License and Support
Agreement
Since 2001, our department has utilized Envision, and environmental health management
software system developed by Decade Software Company, LLC (Decade) to manage and track
inspection and health permit fee data. For example, we use the Envision system to invoice and
collect over $600,000.00 in health permit fees each year. The City's use of the Envision
software is authorized under an annual license and software agreement with Decade.
Decade has forwarded a new License and Support Agreement Renewal (attached) that extends
the term for another year (July 1, 2012 through June 30, 2013). No changes to the terms or
conditions are included in the new agreement. Our department continues to be very satisfied
with the services and software Decade is providing.
This year's agreement fee amount is the same as'last year's fee $16,458.50. Sufficient funds
have been budgeted in the FY 2012-2013 budget.
I am recommending approval of the new agreement with Decade for July 1, 2012 through June
30, 2013. Attached is a staff report for City Council consideration.
In addition, a copy is being forwarded to the City Attorney's office for review and concurrence
with the agreement as -to -form.
I am requesting that the agreement be scheduled for the June1g, 2012 City Council meeting.
Please let me know if you need further information.
Attachments
9cLG:MyDocstZtHealth DeptiStaff Reports/Memo to CA Decade agreement 2011,doc