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Resolution No. 2012-170RESOLUTION NO. 2012-170 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., A SUBSIDIARY OF TRITECH SOFTWARE SYSTEMS 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, 2012 through August 24, 2013 in the sum of Fifty - Nine Thousand Three Hundred Seventy -One Dollars and Ninety -One Cents ($59,371.91), 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 August 8, 2012, has recommended that the Software License Agreement and the 'System Maintenance Agreement with VisionAir be renewed for the period August 25, 2012 through August 24, 2013; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsections (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, including but not limited to, any nonsubstantive changes to the Agreement attached herein. - 2 - 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: Roxanne Lerner, Director of Contracts 9477 Waples Street, Suite 100 San Diego, CA 92121 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 215t day of August, 2012 Name: W lliam J. Davis Title:-*ftr,;Fr' / Mayor Pro-Tem _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. 2012-170, 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, August 21, 2012, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of August, 2012, at Vernon, California. (SEAL) , 1. Uy l Ll - 4 - EXHIBIT A EXHIBIT A TRITECH SOFTWARE. SYSTEMS Software License Agreement VISIONAIR CONTACT: VISIONAIR, INC., A SUBSIDIARY OF TRITECH SOFTWARE SYSTEMS 5601 BARBADOS BLVD. CASTLE HAYNE, NC 28429 roxanne.lerner@tritech.com Software License Agreement THIS SOFTWARE LICENSE AGREEMENT (hereinafter referred to as "Agreement') is made and entered into as of August _, 2012 between VlsionAIR, Inc, a subsidiary of TriTech Software Systems (hereinafter referred to as "VlsionAiR") with Its principal place of business at 5601 Barbados Blvd. Castle Hayne, North Carolina 28429, and 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, .Client desires to obtain from VisionAlR, and VisionAlR desires to grant Client, a perpetual, nontransferable, nonassignable sublicense to use the third party software (hereinafter referred to as "Third Party 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 Third Party Licensed Software pursuant to the terms and conditions of this Agreement and the attached Exhibit B — Third Party Licensed Software (incorporated herein, if applicable) and does not constitute the purchase of the Third Party Licensed Software or of any title thereto. WHEREAS, use of the VisionAlR Licensed Software and Third Party 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. Page 2 of 8 1.4 "Licensed Software" means the Software, including any Updates or part(s) thereof, listed on Exhibit A - VisionAIR Licensed Software and/or the Software, and any Updates or part(s) thereof, listed on Exhibit B — Third Party Licensed Software, if applicable. 1.5 "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. 1.6 "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. 1.7 "Update" means (a) any published revision or correction to the Documentation; and (b) any revision, correction, enhancement, hot fix, maintenance update, or new 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 and/or its third party software provider(s). 2.2 Client has been advised by VisionAIR that aspects of the Licensed Software are Trade Secrets of VisionAIR or its third party software provider(s). 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, or the third party software provider's ownership interest, 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 it, or it third party software provider(s), 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 Use the Licensed Software for Client's own use and, if applicable, for use at other locations Page 3 of 8 and/or authorized agencies as defined in Exhibit A - VisionAIR Licensed Software and, if applicable, in Exhibit B — Third Party Licensed Software. Client shall not have the right to sublicense the 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 Licensed Software in any other agency, political jurisdiction, or at any other site location, except those, if any, designated in Exhibit A - VisionAIR Licensed Software and, if applicable Exhibit B — Third Party Licensed Software without prior written authorization from VisionAIR. Section 4: Warranty and Limitation of Liability 4.1 CLIENT ACKNOWLEDGES THAT THE 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 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 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 directly out of the willful misconduct and grossly negligent acts or omissions 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 Article, 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 Page 4 of 8 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 VlslonAIR 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 LICENSED SOFTWARE, 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 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 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 Licensed Software, (b) compliance with Client's specific designs, specifications, or written instructions, (c) modification by Client of the 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. Page 5 of 8 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 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 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 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 until terminated as set forth under Section 6.3 (below). 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. 6.4 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. Page 6 of 8 6.5 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 Licensed Software and b) return to VlslonAIR, within ten (10) business days of the effective termination date, all Software defined as VislonAIR Licensed Software in Exhibit A - VisionAIR Licensed Software and all Third Party Licensed Software, if applicable, defined in Exhibit B — Third Pagy 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. 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 North Carolina. 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 New Hanover County, North Carolina 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 Page 7 of 8 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: TriTech Software Systems Attn: Contracts 9477 Waples, Suite 100 San Diego, CA 92121 If to Client: Willard G. Yamaguchi, City Clerk Office of the City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year last signed below. VisionAIR, Inc., subsidiary of TriTech Software Systems Signature:--�-�r- — Name: Blake Clark Title: Chief Financial Officer Date: 8�9/Zei L VisIonAIR, Inc., subsidiary of TriTech Software Systems Signature: Name: Blake Clark Title: Corporate Secretary Date: ��9�zo17— City of Vernon, CA Signature: Name: Wi I Liam Davis Title: Mayor Pro-tem Date: City of Vernon, CA 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 August _, 2012, between the Client and VlsionAIR. 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 VislonAIR Licensed Software being licensed under the Agreement: Automated Citation Importer 1 Server CAD Connection Manager Software License 3 Server CAD License 4 - Server CAD Monitor Software License 10 Server CAD Server Software License 1 Server CAD Tear and Go Printing Software License 4 Server CAD Zetron Model 26 Interface 1 Server CLETS Interface 1 Server FBR Server Software License 1 Server FBR Workstation Software License 24 Workstation Identix Livescan Interface 1 Server Mobile Law Office Workstation Software License 3 Workstation Mobile Law Vehicle Software License 25 Workstation Mobile Server Software License 1 Server NCIC Access RMS, Jail, and CAD 3 Server Remote Support Connectivity 1 Workstation RMS Server Software License 1 Server RMS Workstation Software License 10 Workstation RMS Citations 1 Workstation RMS Evidence and Bar Code 1 Workstation RMS Imaging/Mugshots 1 Workstation RMS Towing 1 Workstation RMS Traffic Accidents 1 Workstation SI Project SLA Exhibit A VisionAIR Software Licensed Software 042811 v1 Exhibit C — Authorized Agencies and Locations 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 August _, 2012 between the Client and VlslonAIR. 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. Authorized Agencies and Locations: Use of the VisionAIR Licensed Software and Third Party Licensed Software Is restricted to the agencies and locations listed below: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058. ))) TRITECH SOFTWARE SYSTEM5 System Maintenance Agreement VISIONAIR CONTACT: VISIONAIR, INC., A SUBSIDIARY OF TRITECH SOFTWARE SYSTEMS 5601 BARBADOS BLVD. CASTLE HAYNE, NC 28429 roxanne.lorner@tritech.com Pagel of8 SYSTEM MAINTENANCE AGREEMENT This SYSTEM MAINTENANCE AGREEMENT (hereinafter "Agreement") is entered into on August _, 2012 by and between City of Vernon with Its principal operation located at 4305 Santa Fe Avenue, Vernon, CA 90058 (hereinafter "Client") and VlsionAlR, Inc., a subsidiary of TriTech Software Systems, 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). WHEREAS, Client wishes to purchase 8x5 RMS Software Support for the amount of $14,167.58; 247 CAD Software Support for the amount of $19,907.91; and 8 x 5 Mobile Software Support for the amount of $24,896.42. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows: Section 1: Term, Renewal and Termination 1A 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 automatically extended on a year-to-year basis (hereinafter "Renewal Term") unless either party hereto gives written notice to the other party of its intent to terminate the Agreement at least thirty (30) days prior to the expiration date of the Initial Term, or any Renewal Term. 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. Page 2 of 8 2.3 Changes in Fees. At least ninety (90) days prior to the expiration date of the Initial Term, or subsequent Renewal Term(s), VlsionAIR 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 — VisionAIR 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. Page 3 of 8 (c) Standard fixes and upgrades to the VlsionAIR Licensed Software. VlsionAIR disseminates software corrections for reported malfunctions ("defects") and functional upgrades to the VisionAIR Licensed Software installed at Client site, as defined in Exhibit A — VlsionAIR 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 VisionAlR Functional Specification Document (FSD) and/or Interface Definition Document (IDD), as applicable. Page 4 of 8 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 VlslonAIR 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. M. 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 VisionAIR or third -party software products, data migration services, or the services required to Page 5 of 8 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 DIRECTLY BY THE GROSS NEGLIGENT OR INTENTIONALLY TORTIOUS ACT OR OMISSION OF VISIONAIR, ITS EMPLOYEES, OR REPRESENTATIVES. 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 AND/OR SUPPORTING THIRD -PARTY PRODUCTS, FOR THE ACCURACY OR COMPLETENESS OF DATA, OR FOR INDIRECT, Page 6 of 8 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 VlsionAIR 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 B — 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 C - 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: Page 7 of 8 If to VisionAIR: TriTech Software Systems Attn: Contracts 9477 Waples, Suite 100 San Diego, CA 92121 If to Client: Willard G. Yamaguchi, City Clerk Office of the City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 9.4 Construction. This Agreement has been prepared jointly and will not be strictly construed against either party. 9.5. 1Venue and Jurisdiction. This Agreement shall be governed by the laws of the state of North Carolina. 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 New Hanover County, North Carolina, or, if applicable, the appropriate federal jurisdiction. 9.6 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. 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, Inc., subsidiary of TriTech Software Systems Signature: Name: Blake Clark Title: Chief Financial Officer Dater 62 2_ VisionAIR, Inc., subsidiary of TriTech Software Systems Signature: /— Name: Blake Clark Title: Corporate Secretary City of Vernon, CA Signature: Name: William Davis Title:Mayor Pro-Tem Date: City of Vernon, CA ATTEST: Signature: Name: Willard G. Yamaguchi Title: city Clerk Date: _�� Z o i L Date: APPROVED AS TO FORM: Willard G. Yamaguchi, Chief Deputy City Attorney Page 8 of 8 gxhibit 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 August _, 2012 between the Client and VlslonAIR. 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 VislonAIR Licensed Software products listed in the table on the following pages: Automated Citation Importer Qty 1 Warranty Begins N/A — Warranty '' N/A ResponseProduct RemoteSuppo IJzfi `'Vla111 1R CAD Connection Manager Software License 3 N/A N/A Remote Support 24 x 7 VlslonAlR CAD License 4 N/A N/A Remote Support 24 x 7 VlslonAlR CAD Monitor Software License 10 N/A N/A Remote Support 24 x 7 VlslonAlR CAD Server Software License 1 N/A N/A Remote Support 24 x 7 VlslonAlR CAD Tear and Go Printing Software License 4 N/A N/A Remote Support 24 x 7 VlslonAlR 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 VlsionAlR FBR Server Software License 1 N/A N/A Remote Support 8 x 5 VlslonAlR 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 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 247 VisionAIR Remote Support Connectivity 1 N/A N/A Remote Support 8x5 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 Imaging/Mugshots 1 N/A N/A Remote Support 8x5 VisionAIR RMS Towing 1 N/A N/A Remote Support 8 x 5 VisionAIR RMS Traffic Accidents 1 N/A N/A Remote Support 8x5 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 byproduct. 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. 3 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 August 22, 2012 VisionAir, Inc. a Subsidiary of Tritech Software Systems Attn: Roxanne Lerner, Director of Contracts 9477 Waples Street, Suite 100 San Diego, CA 92121 Re: Software License Agreement and System Maintenance Agreement Dear Ms. Lerner: Transmitted herewith is a fully executed original of each agreement referenced above, approved by City Council on August 21, 2012, through Resolution No. 2012-170. If you have any questions regarding this matter, please call James Rodino at 323/583-8811 ext. 115. Very truly yours, Deborah R. Juarez Records Management Assistant Enclosure c: Daniel Calleros James Rodino Martha Valenzuela Purchasing Department Resolution No. 2012-170 Agreement File No. 12-088 �cfusivefy Industfial TRITECH 501 T WARt. SYS H.MS Software License Agreement VISIONAIR CONTACT: VISIONAIR, INC., A SUBSIDIARY OF TRITECH SOFTWARE SYSTEMS 5601 BARBADOS BLVD. CASTLE HAYNE, NC 28429 roxanne.lerner@tritech.com Software License Agreement THIS SOFTWARE LICENSE AGREEMENT (hereinafter referred to as "Agreement") is made and entered into as of August _, 2012 between VisionAlR, Inc, a subsidiary of TriTech Software Systems (hereinafter referred to as "VisionAlR") with its principal place of business at 5601 Barbados Blvd. Castle Hayne, North Carolina 28429, and 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, Client desires to obtain from VisionAlR, and VisionAlR desires to grant Client, a perpetual, nontransferable, nonassignable sublicense to use the third party software (hereinafter referred to as "Third Party 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 Third Party Licensed Software pursuant to the terms and conditions of this Agreement and the attached Exhibit B — Third Party Licensed Software (incorporated herein, if applicable) and does not constitute the purchase of the Third Party Licensed Software or of any title thereto. WHEREAS, use of the VisionAlR Licensed Software and Third Party 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. Page 2 of 8 1.4 "Licensed Software" means the Software, including any Updates or part(s) thereof, listed on Exhibit A - VisionAIR Licensed Software and/or the Software, and any Updates or part(s) thereof, listed on Exhibit B — Third Party Licensed Software, if applicable. 1.5 "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. 1.6 "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. 1.7 "Update" means (a) any published revision or correction to the Documentation; and (b) any revision, correction, enhancement, hot fix, maintenance update, or new 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 and/or its third party software provider(s). 2.2 Client has been advised by VisionAIR that aspects of the Licensed Software are Trade Secrets of VisionAIR or its third party software provider(s). 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, or the third party software provider's ownership interest, 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 it, or it third party software provider(s), may produce once they become generally available, and such Updates shall be furnished according to the provisions of the VisionAlR 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 Use the Licensed Software for Client's own use and, if applicable, for use at other locations Page 3 of 8 and/or authorized agencies as defined in Exhibit A - VisionAIR Licensed Software and, if applicable, in Exhibit B — Third Partv Licensed Software. Client shall not have the right to sublicense the 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 Licensed Software in any other agency, political jurisdiction, or at any other site location, except those, if any, designated in Exhibit A - VisionAIR Licensed Software and, if applicable Exhibit B — Third Party Licensed Software without prior written authorization from VisionAIR. Section 4: Warranty and Limitation of Liability 4.1 CLIENT ACKNOWLEDGES THAT THE 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 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 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 directly out of the willful misconduct and grossly negligent acts or omissions 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 Article, 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 Page 4 of 8 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 LICENSED SOFTWARE, 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 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 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 Licensed Software, (b) compliance with Client's specific designs, specifications, or written instructions, (c) modification by Client of the 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. Page 5 of 8 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 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 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 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 until terminated as set forth under Section 6.3 (below). 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. 6.4 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. Page 6 of 8 6.5 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 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 and all Third Party Licensed Software, if applicable, defined in Exhibit B — Third Party 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. 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 North Carolina. 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 New Hanover County, North Carolina 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 Page 7 of 8 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: TriTech Software Systems Attn: Contracts 9477 Waples, Suite 100 San Diego, CA 92121 If to Client: Willard G. Yamaguchi, City Clerk Office of the City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year last signed below. VisionAIR, Inc., subsidiary of TriTech Software Systems Signature: -- C— Name: Blake Clark Title: Chief Financial Officer Date: L VislonAIR, Inc., subsidiary of TriTech Software Systems Signature: Name: Blake Clark Title: Corporate Secretary Date: 7,0 City of Vernon, CA Signatur Name: William Davis Title: Mayor Pro-tem Date: City of Vern n, CA ATTEST: Signa Name: Willard G. Yam hi Title: City Clerk Date: 0 �221lla Aillard AS 0 FORM: . Y gu i, Chief Deputy Att ney 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 August _, 2012, 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: Automated Citation Importer 1 Server CAD Connection Manager Software License 3 Server CAD License 4 Server CAD Monitor Software License 10 Server CAD Server Software License 1 Server CAD Tear and Go Printing Software License 4 Server CAD Zetron Model 26 Interface 1 Server CLETS Interface 1 Server FBR Server Software License 1 Server FBR Workstation Software License 24 Workstation Identix Livescan Interface 1 Server Mobile Law Office Workstation Software License 3 Workstation Mobile Law Vehicle Software License 25 Workstation Mobile Server Software License 1 Server NCIC Access RMS, Jail, and CAD 3 Server Remote Support Connectivity 1 Workstation RMS Server Software License 1 Server RMS Workstation Software License 10 Workstation RMS Citations 1 Workstation RMS Evidence and Bar Code 1 Workstation RMS Imaging/Mugshots 1 Workstation RMS Towing 1 Workstation RMS Traffic Accidents 1 Workstation SI Project SLA Exhibit A VisionAIR Software Licensed Software 042811 v1 Exhibit C — Authorized Aaencies and Locations 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 August _, 2012 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. Authorized Agencies and Locations: Use of the VisionAIR Licensed Software and Third Party Licensed Software is restricted to the agencies and locations listed below: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058. ))) TRITECH S01 I WART SYS I f.�IS System Maintenance Agreement VISIONAIR CONTACT: VISIONAIR, INC., A SUBSIDIARY OF TRITECH SOFTWARE SYSTEMS 5601 BARBADOS BLVD. CASTLE HAYNE, INC 28429 roxanne.lerner@tritech.com Page 1 of 8 SYSTEM MAINTENANCE AGREEMENT This SYSTEM MAINTENANCE AGREEMENT (hereinafter "Agreement") is entered into on August 2012 by and between City of Vernon with its principal operation located at 4305 Santa Fe Avenue, Vernon, CA 90058 (hereinafter "Client") and VisionAlR, Inc., a subsidiary of TriTech Software Systems, 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). WHEREAS, Client wishes to purchase 8x5 RIMS Software Support for the amount of $14,167.58; 24x7 CAD Software Support for the amount of $19,907.91; and 8 x 5 Mobile Software Support for the amount of $24,896.42. 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 automatically extended on a year-to-year basis (hereinafter "Renewal Term") unless either party hereto gives written notice to the other party of its intent to terminate the Agreement at least thirty (30) days prior to the expiration date of the Initial Term, or any Renewal Term. 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. Page 2 of 8 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 rate 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 — VisionAIR 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. Page 3 of 8 (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. Page 4 of 8 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 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 VisionAIR or third -party software products, data migration services, or the services required to Page 5 of 8 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 DIRECTLY BY THE GROSS NEGLIGENT OR INTENTIONALLY TORTIOUS ACT OR OMISSION OF VISIONAIR, ITS EMPLOYEES, OR REPRESENTATIVES. 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 AND/OR SUPPORTING THIRD -PARTY PRODUCTS, FOR THE ACCURACY OR COMPLETENESS OF DATA, OR FOR INDIRECT, Page 6 of 8 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 B — 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 C — 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: Page 7 of 8 If to VisionAIR: If to Client: TriTech Software Systems Willard G. Yamaguchi, City Clerk Attn: Contracts Office of the City Clerk 9477 Waples, Suite 100 4305 Santa Fe Avenue San Diego, CA 92121 Vernon, CA 90058 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 North Carolina. 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 New Hanover County, North Carolina, or, if applicable, the appropriate federal jurisdiction. 9.6 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. 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, Inc., subsidiary of TriTech Software Systems Signature: 749" �— Name: Blake Clark Title: Chief Financial Officer Date: L VislonAIR, Inc., subsidiary of TriTech Software Systems Signature: / L-- Name: Blake Clark Title: Corporate Secretary Date: ?'/?/ z.o i 7— City of Vernon, CA Signatu . Name: William Davis Title:Mayor Pro—Tem Date: E /a a' 40--- City of Vern, CA ATTEST: 7 Name: AFIROVED RIM: W llar G. Y a c , Chief Deputy C y orney Page S of 8 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 August _, 2012 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 8x5 VlsionAIR 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 24x7 VisionAIR CAD Monitor Software License 10 N/A N/A Remote Support 24 x 7 VisionAlR 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 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 247 VisionAIR Remote Support Connectivity 1 N/A N/A Remote Support 8x5 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 Imaging/Mugshots 1 N/A N/A Remote Support 8 x 5 VisionAIR RMS Towing 1 N/A N/A Remote Support 8 x 5 VisionAIR RMS Traffic Accidents 1 N/A N/A Remote Support 8x5 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. 3 RECEIVED RECEIVED AUG 15 2012 CITY CLERK'S OFFICE STAFF REPORT PURCHASING DEPARTMENT DATE: August 8, 201Z AUG 0 8 2012 CITY ADMINISTRATION TO: Mayor and City Council FROM: Martha Valenzuela, Director of Business Services/Personnel? 0" 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 #0009203. 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. S-i-E VisionAir is thehmanufacturer of the hardware and software used by the Police Department and only sells direct to Police agencies. The coverage period is from August 25, 2012 thru August 24, 2013. The cost to renew the software maintenance totals $59,371.91. Attached are copies of the System Maintenance Agreement and Software License Agreement for your review. As of September 19, 2011, VisionAir was acquired by TriTech Software Systems, as one of their subsidiaries. Also attached are drafts of the TriTech System Maintenance Agreement and the Software Maintenance Agreement for the VisionAir software renewals. Both copies have been reviewed by the Legal Department, and approved as to form. Purchasing will request two executed original copies of each document from the vendor, for submission to Legal for final approval. Recommendation 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 $59,371.91. Purchasing is requesting that this item be included on the agenda for the Council meeting scheduled for August 21, 2012. Fiscal Impact The approximate cost is $59,371.91. Funding for this purchase in the amount of $58,400.00 was specifically budgeted in the Police Department's Fiscal Year 2012 — 2013 operating budget. The additional $971.91 will be taken from the "Miscellaneous" funds budgeted within the same 011.1031 budget. Attachments RegMstr Requisition Master Report 8/2/2012 8:06:53AM CITY OF VERNON Page: 8 Document #: 11339 Date: 07/24/2012 Year: 2013 Requisition #: 0009203 Description: PUBLIC SAFETY SUITE MAINTENANCE Requestor: ROBERTSON, DANITA Requested for: RODINO, JAMES Apprvl Queue: pd it Group: drobertson Combine: N Current Aprv: JAUNZEMIS, DOLORES Lvl: 4 Prev: CALLEROS, DANIEL PO Type: reg Confirming: N PO #: Blanket exp: $Limit - PO: Tran: Contact: DEBBY NICKENS Phone: (323) 583-8811 x110 Text Code: Restock: N Department: 1031 Order Placement: Purchasing ;Type Item Code Amount s 14,167.58 Tax cd: Comm cd: 1099 box: 7M FA? N During the period of August 25, 2012 through August 24, 2013, vendor to provide: Item No. VMERMS001: RMS 8x5 Software Support; #A990348 RMS Server, 10 workstations, #092001 Auto Citation Importer Account(s) Project Account(s) Acct % Amount E 011.1031.590110 100.00 14,167.58 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: 08/20/2012 Required: 08/2012012 BIII 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. IVC4002619 3 kequisrbon Sett (ce . Type Item Code Amount s 19,907.91- Tax cd: Comm cd: 1099 box: 7M FA7 N 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) Acct % Amount E 011.1031.590110 100.00 19,907.91 Page: 8 RegMstr Requisition Master Report 8/212012 8:06:53AM CITY OF VERNON Page: 9 Document M 11339 (Continued) Requisition #: 0009203 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: 08/20/2012 Required: 08/20/2012 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. IVC4002619 Requ.(stion Servile' , Type Item Code Amount s 24,896.42 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 24,896.42 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: 08/20/2012 Required: 08/20/2012 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. IVC4002619 Type _ Item Code s Tax cd: Comm cd: Item No. VOTOTH002: Remote Support Connectivity (Formerly Go To Assist) Account(s) E 011.1031.590110 Requisition Service Project Account(s) 1099 box: 7M Amount 400.00 FA? N Acct % Amount 100.00 400.00 Page: 9 RegMstr Requisition Master Report Page: 10 8/2/2012 8:06:53AM CITY OF VERNON Document #: 11339 Requisition M 0009203 RFQ: Vendor: Selected: Order from: Pay to: FOB Point: Desired: Bill to: Ship to: Ship -via: Instructs: N 000409 VISIONAIR, INC. Y (Continued) Encumber: Y 5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE CASTLE HAYNE, NC 28429 5601 BARBADOS BLVD. ATTN: ACCOUNTS RECEIVABLE CASTLE HAYNE, NC 28429 DESTINATION 08/20/2012 Required: 08120/2012 01 ATTN: ACCOUNTS PAYABLE 4305 SANTA FE AVE VERNON, CA 90058 city 4305 SANTA FE AVE. VERNON, CA 90058 INVOICE NO. IVC4002619 Total 59,371.91 �Requisifion Appro ydl,Histoiy , Approver: JIM RODINO Lvl: 1 In:7/24/2012 4:30:08PM Out:7/2512012 12:12:37PM Action: app Approver: ANDREI YERMAKOV Action: app Approver: DANIEL CALLEROS Action: app Lv I: 2 In: 7/25/2012 .12:12:37 P M Lv I: 3 I n: 7/25/2 012 12:59:04 P M Out: 7/25/2012 12:59:04PM Out:7/25/2012 6:43:31PM Page:10 .,--'�" f S 1 0 N`iA, I Re 5601 Barbados Boulevar Castle Hayne, NC 28429 Bill To: www.vlslonair.com Main: 800-882.2108 Fax: 910-602-6190 Vernon Police Department 4305 Santa Fe Avenue Tax ID: Vernon CA 90058 Contact: Email: Fax: CA 9.75% Jim Rodirlo irodino@covpd.org (323)-826-1481 Ext.0000 d' OTE4000371 1 ,PLce(1aa�%t1'a%Nrr.nx�. �:: ca "'erJDr"� Mali»•.=.OAfe°.'2'",>YIIsi14'4�C d�r;=:.�;,.'. f•4uit�Date " �`i_"�aa( 'M�``*�? 628. 20122013 VERNCA01 8/26I20j2 8/242013 ,8/25/2012 �fivall .-•�. . a berg'. "D@34d a W>8•%'= �-,.E ::�, ''^'.",;r;� .,�.'i:: .L €: t%1fUlt f{re, �:. il�.`.,.. 1 VMERMS0o1 RMS 8x5 Software Support $14,167.68 $14 167.58 #A990348'RMS Server, 10 workstations, #092001 Auto Citation Importer 1 VMECAD002 CAD 24x7 Software Support $19,907.91 $19,907.91 #990348 CAD Sever, 4 workstations and Interfaces, . #001003 Zetron, 0062040 7 georelay, #071074 4 Tear . N Go 1 VMEMBI-001 .Mobile 8x5 Software Support $24,896.42 $24,896.42 #990348 Mobile server and clients 1 VOTOTH002 - Remote Support Connectivity (Formerly Go To Assist) $400.00 $400.00. ax Id 56-1747324 59 371. 1 Support quote for budgetary purposes (software0.00 purchased as.ofthis date). Products prelive" 4 a Tax, �. �_ $0.00 will be prorated to the end date of this term. $59,37191 Pleese advlse IMMFDIATFI Vnr anv mndlRcaerine Remit to- VisionAIR, Inc., PO Box 203485, Dallas, TX 75320-3485