HomeMy WebLinkAbout1999-011
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RESOLUTION NO. _1999-11
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
3 EXECUTION OF AN AGEEMENT WITH SIERRA COMPUTER SYSTEMS, INC. (SCSI)
FOR THE PURCHASE OF 'PERMITS' Plus@ LICENSE FOR THE PERMIT TRACKING
SYSTEM UPGRADE TO BE USED BY VARIOUS DEPARTMENTS.
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
6 OF SAN BERNARDINO AS FOLLOWS:
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SECTION I. The Mayor of the City of San Bernardino is hereby authorized to execute
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on behalf of said City the agreement with Sierra Computer Systems, Inc. (SCSI) for the
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10 purchase of a 'PERMITS' Plus@ license for the permit tracking system upgrade to be utilized
11 by various City departments, a copy of which is attached hereto marked Exhibit "c" and
12 incorporated herein by reference as fully as though set forth at length. Attached hereto and
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incorporated herein by reference are Exhibits A (Sierra 'PERMITS' Plus@ Upgrade Cost) and
15 B (Sierra 'PERMITS' Plus@ Annual Maintenance).
16 III
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27 Note: 2 Separate attachments:
l. Maintenance agreement
28 2. License agreement
1999-11
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RESOLUTION...AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH
SIERRA COMPUTER SYSTEMS, INC. FOR THE PURCHASE OF 'PERMITS Plus@
LICENSE FOR THE PERMIT TRACKING SYSTEM UPGRADE TO BE USED BY
VARIOUS DEPARTMENTS.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a ~:~:~al}!eeting thereof, held on the 11t1tay
of Januanl.999, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN
ABSENT
ESTRADA
....JL
LIEN
x
(V ACANT)
- 3rd Ward
SCHNETZ
~
DEVLIN
x
x
ANDERSON
MILLER
x
t?_~ ,h.~
~lerk
The foregoing ordinance is hereby approved this I$f;...- day
of January , 1999.
Approved as to
form and legal content:
JAMES F. PENMAN,
City Attorney
f1 .7- )
By: 1Ja)-M.4 . 1I e~
o
1999-11
Sierra 'PERMITS' Plus@ Upgrade Cost
Hardware:
. 1 Server Pentium 11266 MHz or better, 128 MB Memory, SVGA Monitor, Mouse, CD-ROM,
3.5" 1.4MB floppy drive, 8 gig HD,Tape Backup with Backup software, and a network card.
(Minimum Specs.)1 UPS Protection 30 minutes minimum uninterrupted operation...................
$5,443.00
. 1 High Impact Digital LA 400 Printer for permit printing............................... ............. .......
$1,500.00
Custom Programming:
. MTRACK Database Migration...................................................... ....... ........... ......... ........
$3,180.00
Software:
. Access Database Engine..................................................... ... ..... ....... ...... ..... ......... .......
$0.00
. NT 4.0 (55 Client Licenses)...........................................................................................
$1,800.00
. Access 97 Report Writer (Included with 3.1 release).....................................................
$0.00
. Permits Plus Migration Package....................................................................................
$8,225.00
. Additional User Handles for Permits Plus......................................................................
$3,100.00
Training and Assistance:
. Phone Assistance for Migration of Active Database.......................................................
$920.00
. 4 Days in House Training of City Staff (Permits Coordinators)......................................
$4,400.00
. Travel Expenses (Food, Lodging, time)..........................................................................
$1,860.00
. Workflow Setup (30hrs @ $92.00) replaces routing.....................................................
$2,760.00
Subtotal
$33,188.00
Plus 10% contingencies for unexpected expenses..........................................................
$3,312.00
ITotal Upgrade Costs with Access......................................................
$36,500.00 I
EXHIBIT "A"
i 999-1.1
Sierra 'PERMITS' Plus@
Annual Maintenance
Sierra Systems Inc.
Gold Support (55 Users)........................ $
Premier Support (32 Users Credit)............
11,870.00
(7,090.00)
Cost Increase (Sierra Support)............... $
4,780.00
Database Engine
Access Database and NT 4.0 (55 users).....
Informix (Current 32 User License)............
480.00
(9,280.00)
Cost Decrease (Database Support).........
(8,800.00)
Summary
Cost Decrease Database Support............
Minus Cost Increase Sierra Support.........
(8,800.00)
4,780.00
Total Annual Savings............... $
(4,020.00)
EXHIBIT "B"
..
'PERMITS' Plus @
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1999-11 (1)
AGREEMENT BETWEEN
Sierra Computer Systems, Inc., hereinafter referred to as SCSI, and City of San Bernardino CA ,hereinafter referred to as User.
Executed this _ day of . 1998.
User must execute this agreement and return to SCSI by January 31.1999 to be valid.
RECITALS
SCSI provides "SOFTWARE MAINTENANCE" for the product listed below. Software maintenance provides both software update service and
software problem resolution service. While there is no charge for updates while under annual maintenance agreement, substantial product
enhancements may carry a nominal charge.
Customer
City of San Bernardino
Address
300 North 'D' Street
City/State/Zip
San Bernardino, CA 9241 B
Product Name
'PERMITS' Plus @
SCSI Reference No :
WIN98
Release No
03 or Higher
No. of Licenses
55
Fee Plus Tax
$10,062.50 (Using Access Database) (Contingent upon upgrading to Gold maintenance on Unix Platform)
(Contingent upon increasing users from 32 to 55)
$ 525.00 (PERMITS' Con...ct~)
$ 630.00 (PERMITS' Workflow'")
$ 210.00 (PERMITS' Scan-It'")
$ 442.82 (Sales/Use Tax on V, of Annual Maintenance Fee - 7.75%)
$11 ,870.32 (TOTAL)
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN SCSI AND USER
GENERAL CONDITIONS OF 'PERMITS' Plus @ SOFTWARE MAINTENANCE
A 1.00. HEADINGS. Headings are for convenience only and shall nof be deemed to be part of this Agreement.
A2.QQ. MODIFICATION. No modification or variation of this Agreement shall be valid unless in writing signed by both parties.
A3.00. SEVERABILITY. If any provision of this Agreement shall be construed fa be illegal or invalid. the legality or validity of any other provision
hereof shall not be affected thereby. Any illegal or invalid provisions of this Agreement shall be construed by a court of competent jurisdiction to
have the broadest scope permissible under the law of said jurisdiction, and if no validating construction impossible, shall be severable, and all other
provisions hereof shall remain in full force and effect.
M.OO. DELAYS.
.01. Neither party shall be liable, in damages or otherwise, for any delay in the service to be rendered hereunder, or for failure to give
notice of any delay, when such delay is due to the elements, acts of nature, acts of civil or military authorities, acts of other party which are not
provided for in this Agreement and which cause unreasonable delays in this Agreement by the other party, any delay in transportation or delay in
delivery by its vendors beyond its reasonable or actual control, or any other causes beyond the reasonable or actual control of the party. Each
party's schedule of performance shall be extended by a period of time equal to the time lost because of any such delay, provided written notice has
been given to the other party of such delay and its estimated duration, within five (5) days of the time the party has actual knowledge of such delay.
.02. Notwithstanding the fore-going, in every case, the delay or failure to pertorm must be beyond the control, and without the fault or
negligence of, the party claiming excusable delay.
A5.00. STATEMENT OF WORK.
.01. SCSI agrees to perform Software Maintenance. While there is no charge for 'PERMITS' Plus @ updates while under this annual
maintenance agreement substantial product enhancements will be offered under a separate Agreement.
"
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USER
SCSI'
1999-11 (2)
.03. This Agreement represents the full and complete understanding 01 every kind or nature whatsoever between the parties hereto and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreements or implied covenant shall be held
to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both User and SCSI.
.04. This License fee does not include Installation Services as specified in Exhibit A..
A6.00. PATENT AND COPYRIGHT INDEMNITY.
.01. SCSI agrees to defend, hold harmless and indemnify User from and against any claim, action, liability, cost or damage for
infringement of any patent, copyright or similar property right (including, but not limited to, misappropriation of trade secrets) based on any software
or any other materials furnished hereunder by SCSI. SCSI shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the parties hereto.
A7.00. RELATIONSHIP OF PARTIES.
.01. At all times during the term of this Agreement, SCSI shall be an independent contractor and shall not be an officer, agent, or
employee of User. User shall have the right to control SCSI only insofar as the result of SCSI services rendered pursuant to this Agreement.
.02. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture. Neither party shall incur any debts or
make commitments for the other party.
AS.OO. "SOFTWARE" SECURITY AND ACCESS.
.01. Each party acknowledges that all information concerning the other party is "Confidential and Proprietary Information". Each party
agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than its own
employees and agents who must have such information for the performance of obligations under this Agreement), unless authorized in writing by the
other party, as allowed by statute.
.02. All financial, statistical, personnel, technical, and other information or data relating to the User, which is designated confidential by the
User but made available to SCSI in order to carry out this Agreement, will be protected by SCSI from unauthorized use and disclosure. SCSI shall
also observe the same or equivalent requirements as are applicable to the User with regard to protecting confidentiality. SCSI will instruct its
personnel to keep such information confidential. SCSI shall not be required to keep confidential any data or information which is or becomes
publicly available, is already rightfully in SCSI's possession, is independently developed by SCSI outside the scope of this Agreement, or is rightfully
obtained from third parties.
A9.00. USERS INSTRUCTION.
.01. SCSI shall be responsible for ensuring that its employees, servants, and agents will, whenever on User's premises, obey all
reasonable instructions and directions issued by User.
.02. Unless otherwise agreed to by the parties, SCSI personnel, while working on User's premises, shall observe the working hours,
working rules and holiday schedules of User applicable to such User premises. User agrees to provide reasonable working space, resources and
materials which are necessary for the performance of services under this Agreement, provided, however, that such working space, resources and/or
materials are agreed upon by User for such services and the use of any such working space, resources and/or materials is arranged so as to
minimize any disruption to User's normal business operations.
.03. User shall be responsible for the input of all data into the computer memory and for reconciliation and accuracy of that data and for
taking such administrative steps necessary to input that data.
.04. User acknowledges that (I) any modification, change, addition or substitution to the "Software" or Data Base structure made by the
User or any other third party (ii) any interfacing of the "Software" or Data Base with any other program, programs or any other routines, or (iii) any
changes to the operating environment may cause "Software" performance degradation or malfunction. User further acknowledges that any
corrections to degradation or malfunction caused by such modifications, interlacing or change shall be made at the sole request and expense of
User, and SCSI shall have no responsibility for any consequences thereof.
.05. The "Software" product, data structure, field descriptions, field definitions, and data relationships are subject to change without
notice. These changes may result from product development, enhancements, additional features, bug fixes and/or circumstances beyond the
control of SCSI. Additional tables and relationships may be added or removed as product development standards dictate.
Third party applications (those applications or facilities not supplied by SCSI) which may utilize and rely on the data structure and specific
relationships may be adversely affected by these changes. Third party applications may be rendered inoperative, or produce results which are
inaccurate or unreliable due to modifications of the data structure. These anomalies, when created by changes in the "Software" data structure,
within third party applications are not the responsibility of SCSI nor covered under any level of software maintenance agreement.
.06. SCSI, as a policy, does not provide assistance or additional activity development on permit or activity types which have been
developed by non-SCSI employees running in conjunction with the "Software". SCSI has no certification program for third party providers of
developmental services within the "Software", nor does SCSI recommend the use of third party assistance providers. Activities and permits
developed for agency use are not covered by any level of software maintenance.
SanBern-lic.doc
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USER_SCSI j~
1999:"'11 (1)
A9.00. HOLD HARMLESS CLAUSE.
.01. During the term of this Agreement SCSI will use its best efforts to maintain the software free of defects and imperiections that would
prevent the software from pertorming according to the original or then prevailing specifications set forth in SCSI's published manuals. Except for any
express warranty contained herein, SCSI makes no warranty of any kind whatsoever, either express or implied, including without limitation, and
express or implied warranties of merchantability and/or fitness for a particular purpose. The express warranty and exclusive remedy stated herein is
in lieu of allliabitities or obligations of SCSI for damages arising out of or in connection with the delivery, use, or performance of the software or
breach by SCSI of any term of this Agreement. In no event shall SCSI have any obligation or liability for damages, whether direct, incidental,
consequential, or of any other nature whatsoever, even if SCSI has been advised of the possibility of such damages.
A 10.00. USERS INSTRUCTION.
.01. SCSI shall be responsible for ensuring that its employees, servants, and agents will, whenever on User's premises, obey all
reasonable instructions and directions issued by User.
.02. Unless otherwise agreed by the parties, SCSI personnel, while working on User's premises, shall observe the working hours, working
rules and holiday schedules of User applicable to such User premises. User agrees to provide reasonable working space, resources and materials
which are necessary for the performance of services under this Agreement, provided, however, that such working space, resources and/or materials
are agreed upon by User for such services and the use of any such working space, resources and/or materials is arranged so as to minimize any
disruption to User's normal business operations.
.03. User agrees that all enhancements provided by SCSI shall be the exclusive property of SCSI pursuant to the previous SCSI Software
License Agreement.
.04. User will be responsible for maintaining the computer hardware, communications equipment, telephone lines, cabling, modems, and
all other hardware equipment. User will make available computer time for the testing and maintenance of software. User will make available all
necessary supplies such as paper, magnetic tape, and disks.
.05. Software service requires the installation by the User of any industry standard 28.8 (minimum) modem, PC Anywhere software or
similar product approved by SCSI at User expense. Internet access may also be provided by the User. These types of access will permit SCSI to
detect software diagnostics, changes, and corrections from a remote location, when appropriate.
.06. Maintenance service is provided during SCSI's normal work week. Certain critical conditions may exist which require work outside
these hours, and SCSI will make a best effort to respond. However, SCSI reserves the right to provide a price quotation and estimate of time for
service requested by the User which requires substantial work outside SCSI's normal working hours.
.07. The "Software" product, data structure, field descriptions, field definitions, and data relationships are subject to change without
notice. These changes may result from product development, enhancements, additional features, bug fixes and/or circumstances beyond the
control of SCSI. Additional tables and relationships may be added or removed as product development standards dictate.
Third party applications (those applications or facilities not supplied by SCSI) which may utilize and rely on the data structure and specific
relationships may be adversely affected by these changes. Third party applications may be rendered inoperative, or produce results which are
inaccurate or unreliable due to modifications of the data structure. These anomalies, when created by changes in the "Software" data structure,
within third party applications are not the responsibility of SCSI nor covered under any level of software maintenance agreement.
.08. SCSI, as a policy, does not provide assistance or additional activity development on permit or activity types which have been
developed by non-SCSI employees running in conjunction with the "Software". SCSI has no certification program for third party providers of
developmental services within the "Software", nor does SCSI recommend the use of third party assistance providers. Activities and permits
developed for agency use are not covered by any level of software maintenance.
.09. SCSI recommends and supports the network configurations as specified in the most recent release of the "Software"
Implementation guide. No other network configurations, specifically any configurations differing from those specifications are supported and/or
covered by any level of software maintenance. Any assistance rendered in support of configurations not specifically approved in advance will
be billed at the prevailing time and materials rates for such assistance.
A11.00. COMPLIANCE WITH LAWS.
.01. SCSI agrees to comply with all laws, regulations, rules and guidelines of the Federal, State and Local jurisdictions and any agency
thereof governing SCSI and its operations.
.02. This Agreement shall be governed and construed under the laws of the State of California. Any action to enforce the provisions of
this Agreement shall be filed in a court located in the County of Tulare, California.
.03. There shall be no discrimination on the basis of race, sex, religion, or national origin against any person employed by SCSI for the
performances of services herein described.
A12.00. WARRANTIES. SCSI warrants and represents that it has full authority to enter into this Agreement and to consummate the transaction
contemplated hereby and that this Agreement is not in conflict with any other agreement to which SCSI is a party or by which it may be bound.
A13.00. TERMINATION.
.01. This Agreement automatically terminates on June 30th each year, and is subject to renewal only if mutually agreed upon.
SanBern-mai.doc
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USER
SCSI ,-
. 1999~11 ll)
1114.00. WAIVER.
.01. It is expressly understood and agreed that no waiver granted by the User for any violation of any covenant, term or condition of this
Agreement shall be construed to constitute a waiver of the same of any further violation without the prior written approval of the User.
A15.00. ASSIGNMENT AND DELEGATION.
.01. User shall not assign, sublet or transfer any interest in or duty under this Agreement without the written consent of SCSI.
A 16.00. RESOLUTION OF DISPUTES.
.Ql. It is anticipated that disputes between SCSI and the User will be resolved between the parties. The parties agree that in attempting to
resolve disputes they will act promptly, reasonably, and in good faith.
A 17.00. NOTICE. All notices, requests, demands and other communication shall be in writing and sent by registered mail, certified mail or hand
delivery, addressed to the party's principal place of business herein written. Either party may by notice in writing, direct that future notices, requests,
or demands be sent to a different address. Notices given by personal delivery shall be deemed given at the time of actual delivery.
SCSI Sierra Computer Systems, Inc.
1731 West Walnut Avenue
Visalia, California 93277
USER City of San Bernardino
300 North' D' Street
San Bernardino, CA 92418
A18.00. SCSI INSTRUCTIONS
.01. SCSI shall be responsible for delivery of the 'Software' Source Code of 'PERMITS' Plus .to SCSI's escrow account. Source code
for those modules will be made available from the escrow agent to User if:
a) The most current version of the "Software" is not supported.
In such case if User is actively covered under this Agreement, copies of the 'Software' (most current version) will be provided to the User under the
terms of this Agreement. The Source Code for all these modules created by SCSI will be made available for a fee equal to the total License fee paid
by the User to SCSI. User has unrestricted access to the 'Software' it has accepted from SCSI. However, User is bound by the original terms of their
License Agreement and may not transfer the 'Software' under any terms.
User hereby acknowledges that User has read this Agreement understands it and agrees to be bound by its terms and conditions. User further
agrees that it is the complete and exclusive Agreement between User and SCSI relating to the subject matter of this Agreement. User
acknowledges receipt from SCSI of a true copy of this Agreement.
By
Typed:
-
Robert Ausherman, President
Sierra Camp r Systems, Inc.
1731 West al t Avenue
Visalia, C forn 93277
USER
By:
Typed: City of Sa ernardino
300 North 'D' Street
San Bernardino, CA 92418
APPROVED AS TO FORM
AND LEGAL CONTENT.
.4~
SanBern-mai.doc
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USER
SCS/~
]999-11 (2)
,;;7! {L,' t--./-u: L /'
tl
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'PERMITS' Plus @VERSION
AGREEMENT BETWEEN
Sierra Computer Systems, Inc., hereinafter referred to as SCSI, and City of San Bernardino. CA hereinafter referred to as User.
Executed this _ day 0._, 1998.
User must execute this agreement and return to SCSI by Januarv 31. 1999 to be valid.
RECITALS
SCSI provides the 'PERMITS' Plus @System, hereinafter referred to as "Software".
SCSI provides this "SOFTWARE" and licenses its use.
Customer
City of San Bernardino
Address
300 North 'D' Street
City/State/Zip
San Bernardino, CA 92418
Product Name
'PERMITS' Plus @
SCSI Reference
Release No.
03 or Higher
No. of Licenses
55
License Fee
$ 8,225.00 (Using Access Database) (Contingent upon upgrading to Gold Maintenance on Unix Platform)
(Currently has 'PERMITS'Scan-Ir™, PERMITS' Connect™, and 'PERMITS' Workjlow™)
$ 2,875.00 (Additional 23 concurrent users to total 55 concurrent users)
$ 222.81 (Sales/Use Tax on additional users)
$11 ,322.81 (TOTAL)
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN SCSI AND USER
GENERAL CONDITIONS OF 'PERMITS' Plus 0L1CENSE
A 1.00. HEADINGS. Headings are for convenience only and shall not be deemed to be part of this Agreement.
A2.QQ. MODIFICATION. No modification or variation of this Agreement shall be valid unless in writing signed by both parties.
A3.00. SEVERABILITY. If any provision of this Agreement shall be construed to be illegai or invalid, the legality or validity of any other provision
hereof shall not be affected thereby. Any illegal or invalid provisions of this Agreement shall be construed by a court of competent jurisdiction to have
the broadest scope permissible under the law of said jurisdiction, and if no validating construction is possible, shall be severable, and all other
provisions hereof shall remain in full force and effect.
M.OO. DELAYS.
.01. Neither party shall be liable, in damages or otherwise, for any delay in the installation and implementation of the "Software" or any
component thereof or any service to be rendered by it hereunder, or for failure to give notice of any delay, when such delay is due to the elements,
acts of nature, acts of civil or military authorities, acts of the other party which are not provided for in this Agreement and which cause unreasonable
delays in this Agreement by the other party, any delay in transportation or delay in delivery by its vendors beyond its reasonable or actual control, or
any other causes beyond the reasonable or actual control of the party. Each party's schedule of periormance shall be extended by a period of time
equal to the time lost because of any such delay, provided written notice has been given to the other party of such delay and its estimated duration,
within five (5) days of the time the party has actual knowledge of such delay.
.02. Notwithstanding the foregoing, in every case, the delay or failure to periorm must be beyond the control, and without the fault or
negligence of, the party claiming excusable delay.
A5.00. PAYMENT.
.01. The sum of $ 8.225.00 for the "Software" services shall be paid within thiny (30) days after signing this Agreemenf.
.02. User agrees to pay any tax for which it is responsible hereunder, or which is assessed against User, exclusive however, of income
taxes based on the income of SCSI. If any such tax is paid by SCSI, to reimburse SCSI therefore upon receipt by User of proof of payment.
r---"-_."
SanBern-lic.doc "'>.
USER_SCSI ~
_..J
>,
. 1999~11 (l)
.02. This Agreement represents the full and complete understanding of every kind Of nature whatsoever between the parties hereto and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to
vary the provisions hereof. Any modification of this Agreement will be effective only by wrinen execution signed by both User and SCSI.
.03. SCSI shall provide User with a reasonable amount of consultation by telephone to assist the User in software problem resolution of
the 'PERMITS' Plus :i') software, during SCSI's normal working hours.
.04. SCSI shall provide User with remedial maintenance of software to substantially conform the software to SCSI's published program
specification for that release level of software identified in the most current release. SCSI shall, within a reasonable time period, supply computer
program code to correct any reproducible error created by the 'PERMITS' Plus @ software, provided that SCSI's diagnostics indicate that such
non-conformity or error was in existence during the subscription period or during the initial Warranty Period extended to the User in the purchase
agreement for SCSI software.
.05. Suspected 'PERMITS' Plus $ error conditions will be investigated and corrected by SCSI personnel at SCSI's offices to the extent
possible. Onsite corrections shall be at the exclusive judgment of SCSI at no additional cost to the User. User may, however, request that SCSI
conduct such investigations and travel to the location of the User at the User's request; User will pay SCSI for reasonable travel and subsistence
expenses. If SCSI, in its reasonable judgment, determines that the suspected error condition was attributable to a cause other than an error in the
'PERMITS' Plus @software or an enhancement by SCSI, the User will pay for SCSI's efforts on a time and materials basis.
.06. SCSI may provide the User with unsolicited error corrections or changes to the software, without additional charge, which SCSI
determines are necessary for proper operation of its software, and User shall incorporate these corrections or changes into the software within 180
days of release by SCSI. SCSI will provide all documentation changes necessary as a result of changes to the software.
.07. SCSI will provide User all enhancements released by SCSI as standard enhancements, and which are generally made available to
other users purchasing comparable software during the term of this Agreement.
AS.OO. TERM OF AGREEMENT.
.01. The term at this Agreement shall commence on July 1> 1999 and shall terminate on the following 30th day of June. Thereafter. the
Agreement may be renewed on a yearly basis on July 1st of each year, if mutually agreed upon by both parties.
.02. Payment for software maintenance services must be paid yearly in advance. A late charge equal to 10% of the total invoice amount,
will be applied to any invoice not paid within thirty (30) days of the invoice date. User may not skip any period and then resubscribe to User support
at a later date without paying the fees missed. No refunds will be paid for unused support for Users who terminate support.
.03. Custom programming/consulting or additional software problem resolution service, will be billed in addition to yearly software
maintenance and will be billed at SCSI prevailing rate. These services will be covered under a separate Agreement.
.04. Exclusive, however, of income taxes based on the income of SCSI, which taxes shall be paid by SCSI, User agrees to pay any tax for
which it is responsible hereunder, or which is assessed against User directly, and, if any such tax is paid by SCSI, to reimburse SCSI therefore upon
receipt by User of proof of payment. Sales/Use tax will be charged on 50% of the fee.
.05. Total payment for software problem resolution service and software enhancements under the terms of this Agreement shall not
exceed $ 11 427.50 oer vear unless approved in writing by both parties. Plus sales tax for California $ 442.82 for a grand total of $ 11.870.32 .
A7.00. RELATIONSHIP OF PARTIES.
.01. At all times during the term of this Agreement, SCSI shall be an independent contractor and shall not be an officer, agent, or
employee of User. User shall have the right to control SCSI only insofar as the result of SCSI services rendered pursuant to this Agreement.
.02. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture. Neither party shall incur any debts or
make commitments for the other party.
AB.OO. SYSTEM SECURITY AND ACCESS.
.01. Each party acknowledges that all information concerning the other party is "Confidential and Proprietary Information". Each party
agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than its own
employee who must have such information for the pertormance of obligations under this Agreement), unless authorized in writing by the other party
or as required by law.
.02. No information, reports, documents or any other materials given to or prepared by SCSI, or to which SCSI has access by reason of
Agreement, shall be made available to any individual or organization other than User or User's employees without the prior written approval of the
User except as required by law.
.03. All financial, statistical, personnel, technical, and other information or data relating to the User, which is designated confidential by the
User but made available to SCSI in order to carry out this Agreement, will be protected by SCSI from unauthorized use and disclosure. SCSI shall
also observe the same or equivalent requirements as are applicable to the User with regard to protecting confidentiality. SCSI shall instruct its
personnel to keep such information confidential. SCSI shall not be required to keep confidential any data or information which is or becomes
publicly available.
SanBern-mai.doc
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USER
SCSI #-
1999-11 (2)
.07. SCSI recommends and supports the network configurations as specified in the most recent release of the "Software"
implementation guide. No other network configurations, specifically any configurations differing from those specifications are supported and/or
covered by any level of software maintenance. Any assistance rendered in support of configurations not specifically approved in advance wit!
be billed at the prevailing time and materials rates for such assistance.
.08. SCSI shall be entitled to rely upon as accurate and correct any specifications, criteria, maps or any other data furnished by User
or others. If subsequent errors are discovered in data furnished by User which necessitate redoing services, SCSI shall be compensated for
such extra services. SCSI shall not be liable to User for errors or omissions in data furnished by User.
A1a.aa. SCSI INSTRUCTIONS
.al. SCSI shall be responsible lor delivery of fhe licensed Software Source Code to SCSI's escrow account licensed Software Source
code will be made available from the escrow agent to User if:
a) The most current version of the "Software" is nol supported by SCSI,
In such case, copies of the Software writlen by SCSI and documentation will be provided to the User under the terms of the Maintenance
Agreement. Source Code (most current version) will be made available for a fee equal to the License Fee. User has unrestricted access to all
software it has accepted from SCSI, but may not transfer source code or documentation to any other agency, commercial or private business under
any conditions.
All.aa. APPLICABLE LAW.
.01. This Agreement shall be governed and construed under the laws of the State of California. Any action to enforce the provisions of
this Agreement shall be filed in a court located in the State of California.
A12.aa. SOFTWARE LICENSE.
.01. SCSI grants and User accepts upon the terms and conditions contained herein, non-exclusive, non-transferable, perpetual license to
unlimited use of "Software" solely for User's own purposes. The license granted under this Agreement authorizes User to use the "Software" in
machine readable form by ~ concurrent users. The "Software" shall include in its meaning, documentation and technical information provided to
User in written form for use in connection with the software.
.02. SCSI warrants that it has good title to such "Software" and that User will have undisturbed use of the "Software" in accordance with
the terms of this Agreement.
.03. User expressly agrees that it will not sell, lease, assign or in any way transfer, such "Software" or any rights herein to any person,
partnership, corporation or other entity.
.04. User shall include and shall not alter, remove or conceal, any copyright, trade secret or other proprietary notices on the "Software".
.05. Title and ownership to the "Software" and Intellectual Property Rights is not hereby nor in any other way transferred to User. User
acknowledges that SCSI retains the exclusive right to sell, lease, license, assign, or otherwise transfer the "Software" (and any module thereof) and
that SCSI may enter into similar or identical conveyances of similar or identical rights with other SCSI clients.
.06. User may not cause or permit disclosure of, or access to, the License Software in whole, in part or in any form to any person, firm,
corporation or other entity who or which are not salaried employees or agents of the User without the expressed prior written consent of SCSI.
.07. The User acknowledges that the "Software" contains valuable proprietary information and trade secrets and that unauthorized
dissemination of the "Software" Programs (including, without limitation, disassembly, decompiling or reverse engineering) could cause irreparable
harm 10 SCS I.
.08. The User shall not make copies of the "Software" except that reserve copies of a magnetically recorded "Software" that is delivered on
tape or magnetic disk media may be made to protect against "Software" destruction for back-up procedures.
.09. The User may copy documentation for its own use provided that copyright and other proprietary notices on any copies are made in
accordance with SCSI or its supplier's instructions.
A13.aa. WARRANTIES.
.01. SCSI warrants and represents that it has full authority to enter into this Agreement and to consummate the transaction contemplated
hereby and that this Agreement is not in conflict with any other Agreement to which SCSI is a party or by which it may be bound.
.02. SCSI warrants that the "Software" will meet all advertised specifications in our manuals.
.03. The software provided by SCSI under this Agreement is warranted to be free from reproducible defects for a period of 180 days from
delivery. All material and labor to repair any such defects will be provided free of charge for the full warranty period.
This warranty is void if:
(a) The "Software" is used in other than its normal customary manner;
(b) The "Software" has been subjected to misuse;
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(c) The "Software" has been subjected to modifications initiated by the customer without the express prior consent and written approval of SCSI.
A14.00. WAIVER.
.01. It is expressly understood and agreed that no waiver granted by User for any violation of any covenant, term or condition of this
Agreement shall be construed to constitute a waiver of the same or any further violation without the prior written approval of the User.
A15.00. RESOLUTION OF DISPUTES.
.01. It is anticipated that disputes between SCSI and the User will be resolved between the parties. Disputes or questions of interpretation
may be referred to a committee composed of representatives from SCSI and the User. The parties agree that in attempting to resolve disputes they
will act promptly, reasonable and in good faith.
A 16.00. NOTICE. All notices, requests demands and other communication shall be in writing and sent by registered mail, certified mail or hand
delivery, addressed to the party's principal place of business herein written. Either party may by notice in writing, direct that future notices or
requests, or demands be sent to a different address. Notices given by mail shall be deemed given upon deposit in the United States mail. Notices
given by hand delivery shall be deemed given at the time of actual delivery.
SCSI Sierra Computer Systems, Inc.
1731 West Walnut Avenue
Visalia, California 93277
USER City of San Bernardino
300 North "d' Sfreef
San Bernardino, CA 92418
User hereby acknowledges that User has read this Agreement, understands it and agrees to be bound by its terms and conditions. User further
agrees that it is the complete and exclusive Agreement between User and SCSI relating to the subject matter of this License. User acknowledges
receipt from SCj!:1 of a copy this Agreement.
SCSI
By
Typed: Robert Ausherman, President
Sierra Computer Systems, Inc.
1731 West Walnut Avenue
Visali a 'for 3277
USER
By:
Typed: City an Bernardino
300 North "0' Sfreet
San Bernardino, CA 92418
APPROVED AS TO fORM
AND L.EGAL CONTENT.
7.~
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Exhibit A
SOFTWARE LICENSE AGREEMENT . INSTALLATION SERVICES
A. SCSI shall provide the following programs and services (Basic Migration Services) relating to the "Software":
1. Migration programs supplied to user for relocating activity types to the PERMITS' Plus @platform.
2. Migration programs to relocate 'PERMITS'TM history data to 'PERMITS' Plus@.
3. Programs to replace periodic update programs for Contractor's and Assessor's data, when these
programs exist and were originally supplied by Sierra.
4. User TrainingfTechnical classes forfaur (4) days at the SCSI site for 2 members of the agency's staff.
SUBTOTAL A
$ 8,000.00
B. Additional License Fee to upgrade from 32 concurrent users to 55 concurrent users
Plus Sales/Use Tax (7.75%)
$2,875.00
$ 222.81
SUBTOTAL B
$ 3,097.81
C. Additional services, not included as part of the Basic Migration Services described in Paragraph A above, may be
contracted for on a time and materials basis at the hourly rates listed in paragraph "0" below.
Hours Budgeted Rate Dollars Budgeted
1. Travel to and from Agency Site (1 trip) 10 $ 92.00 $ 920.00
2. Design/Review Assistance 0 $ 92.00 0
3 Activity Development Assistance (Up to _ activities) 0 $ 92.00 0
4. Project Management 0 $ 92.00 0
5. Additional Training (per day) 4 days $1,100.00 $4,400.00
6 Workflow Assistance 30 $ 92.00 $2.76000
7. DBMS Assistance 0 $ 140.00 0
8. ODBC Drivers N/A N/A 0
9. Document Assistance 0 $ 92.00 0
10.Scripts Assistance 0 $ 92.00 0
11. Reports Assistance 0 $ 92.00 0
12.System Modifications 0 $ 92.00 0
13.Estimates 0 $ 92.00 0
14.Travel Expenses N/A N/A $ 936.00
15.Other (Phone Assistance) 10 $ 92.00 $ 920.00
SUBTOTAL C $ 9,936.00
D. Peripheral Technologies, when added to the 'PERMITS' Plus@systemarepricedindependently.
Cost Included Assistance Hours Dollars Budgeted
'PERMITS' Plus @ $ 0 Yes
Shipping and Handling $ 225.00 Yes
PERMITS' POS .IM $5,000.00 No 0 0
PERMITS' TrueGIS"I"II $5,000.00 No 0 0
PERMITS'Imaging ™ $5,000.00 No 0 0
'PERMITS' NetlM $9.500.00 No 0 0
'PERMITS'Scan-It ™ $2.000.00 No 0 0
'PERMITS' Voice 'I'M $5.000.00 No 0 0
'PERMITS' PDA T"II $5.000.00 No 0 0
Metro Scan Interface $2,000.00 No 0 0
PERMITS'DatEx 1""11 $2,000.00 No 0 0
'PERMITS' Connect ™ $5,000.00 No 0 0
'PERMITS' OfficeLink 'I'M $ 500.00 No 0 0
Sales/Use Tax on above Peripheral Technologies 0
SUBTOTAL 0 $ 225.00
E. Sierra's published hourly rates, effective June I, 1998
1. Data Base/Network/Connectivity Assistance $140.00 Per Hour or $1,120.00 Per Day
2. Project ManagemenVlmplementation Assistance $92.00/Hour or $736.00 Per Day
3. Programming Services/Enhancements/ModificationslTravel $92.00/Hour or $736.00 Per Day
4. Documentation/Research $64.00/Hour or $512.00 Per Day
5. Clerical Support Services $32 OO/Hour or $256.00 Per Day
6. Additional Onsite Training (No Expenses Included) $1,100.00 Per Day
7. Overtime above 8 hours per day or 40 hours per week may be billed at 1 Y2 times the prevailing rate.
These costs do not include Drivers, Emulators, Report Generators, Database Engines (except for Access), Computer or Networking
hardware/software. ClienVServer support will carry an additional license and support premium of $3,000.00. Other consulting and onsite
assistance is available at our prevailing rates. Assistance estimate is based on work being performed by the agency and amounts to
telephone support only.
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