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HomeMy WebLinkAbout1994-197 . , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , . RESOLUTION NO. 94-197 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF CONTRACT WITH ANALYSIS CENTRAL SYSTEMS RELATING TO SOFTWARE LICENSING AND SERVICES. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed to execute on behalf of said City a contract with Analysis Central Systems relating to software licensing and services, a copy of which is attached hereto marked Exhibit "A" and incorporated herein by reference as fully as though set forth at length. SECTION 2. The authorization to execute the above- referenced agreement is rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage of this resolution. / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / RJM:ms [Analysis. res] 1 94-197 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF CONTRACT WITH ANALYSIS 2 CENTRAL SYSTEMS RELATING TO SOFTWARE LICENSING AND SERVICES. 3 4 I HEREBY CERTIFY that the foregoing resolution was duly 5 adopted by the Mayor and Common Council of the City of San 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Bernardino at a reqular meeting thereof, held on the 18th day of ,Tilly , 1994, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN NEGRETE x CURLIN x HERNANDEZ x OBERHELMAN x DEVLIN x POPE-LUDLAM x MILLER x Gk~~ C'i t 1erk The foregoing resolution is hereby approved this 20th of , 1994. July '~ " ~~ ~r, ayor City of San Bernardino Approved as to form and legal content: JAMES F. PENMAN, City Attorney 1 By: ~1/V~ ?, r)~?~ (// J RJM:ms(Analysis.res] 2 ABSENT day 94-197 SOFTWARE LICENSE AND SERVICES CONTRACT (FOR INTERNAL USE ONL Y) PARTIES, SUBJECT, AND PURPOSE This contract Is made this day of 1994, by and between the CITY OF SAN BERNARDINO POLICE DEPARTMENT, CALIFORNIA, a municipal corporation (hereinafter referred to as "LIcensee"), and ANALYSIS CENTRAL SYSTEMS, a Nevada corporation, 672 Hawthorne Drive, Tiburon, California, 94920 USA (hereinafter referred to as tlLicensorll); A. Licensee is a municipal corporation organized under the laws of the State of California. B. Licensor is engaged in the business of developing and licensing computer software systems and installing them in police and sheriff agencies. C. Licensee desires to obtain customized software for its Police Department to manage its police patrol operations including scheduling, patrol beat design, allocation of officers to areas and beats, and system to identify problems and plan solutions for beats and neighborhoods. D. Licensor Is the owner of proprietary computer software consisting of four (4) interdependent components, the Police Patrol Scheduling System (PPSS), the Police Beat Design System (PBDS), the Hiring System (PHIRE), and the new Dynamic Community Policing System (DCPS). These four interdependent systems are hereinafter referred to as "the System." When customized for individual police departments, the System provides a police department with police patrol scheduling, allocation, patrol beat design, and community problem identification capabilities. The System as customized for Licensee Is hereinafter referred to as "the Software." E. Licensee wishes to license from Licensor the System and engage the Licensor to customize the System to produce the Software to meet Licensee's specific needs and requirements. AGREEMENT Licensee and Licensor agree as follows: Section I. Grant of License. Licensor grants to Licensee a nonassignable, indivisible, nontransferrable, nonseverable, nonexclusive license to use the Software subject to the terms of this Contract. Section 2. Description of the Software. The Software consists of four interdependent components: the Police Patrol Scheduling System (PPSS), the Police Beat Design System (PBDS), the Hiring System (PHIRE), and the new Dynamic Community Policing System (DCPS). These four components will operate in complementary fashion to provide Licensee with the following capabilities: (a) PPSS: scheduling police officers based on workload demands by analyzing police call data. 94-197 (b) PBDS: analyzing patrol beats based on calls and creating beat designs and boundaries. (c) PHIRE: analyzes patrol officer needs and allocations to management areas and assists management in reallocation decisions of officers between areas, (d) DCPS: analyzes patrol beats and identifies dominant problems and their grid location by hour of day and helps assign personnel to solve the user selected problems. The Software is designed to assist Licensee in improving the efficiency of the scheduling, beat area design, and allocation to area and beat of the Licensee's patrol officers. The Software is designed to provide this function based on past and projected police call data and Licensee's particular requirements and needs. The software is intended by the parties to supplement but not replace the Licensee's professional decision-making capabilities for each of the above-described tasks. The Software is designed to allow the Licensee's users to incorporate subjective and human factors Into all their final schedules, allocations, and beat designs by simply overtyping the results to Implement the user's preferences for deployment plans. Therefore, the Licensor shall not and cannot control the Licensee's use of the Software. The Licensee is fully responsible for verifying the quality and accuracy of all implemented deployment plans used by the Licensor. Section 3. Customization. Licensor will customize its System to meet the requirements and needs of Licensee, according to the following plan: (a) Licensee will provide Licensor all necessary data from Licensee's central data file in compliance with the specifications defined in the documentation delivered to Licensee by Licensor, such specifications being incorporated into this Contract by reference and agreed to by the Licensee. (b) Following provision of Licensee's data to Licensor, and in accordance with Section 6 herein, Licensor, at Licensor's office, will customize the System to permit the Software to operate on Licensee's computer hardware. Section 4. Licensee's Hardware. Licensee will use the Software on the following computer ("Licensee's owned") hardware (with the fast growth in hardware capabilities and to maximize the performance of the software, the microcomputer should not be purchased EARLIER that one month before installation of the software to allow for the purchase of the most powerful and highest capacity hardware for the price) or its equivalent: (a) IBM-AT Pentium 90+MH Pentium microcomputer, with at least sixty-four (64) megabytes of RAM memory, a math coprocessor, a standard AT keyboard with cursor keys, a Microsoft or compatible mouse, a super VGA Video Card with 1024x768 resolution and 2MB of RAM, and a 17" to 21" Super VGA color monitor, with DOS 5.0 or higher; (b) a floppy disk drive capable of reading high density 3.5 inch diskettes; (c) a hard disk drive with at least two gigabytes of memory and Stacker to make the disk space four gigabytes dedicated to the Software, and a 150MB Bernoulli Box with 3 cartridges for easy transfer of files by mail service; (d) a compatible laser printer capable of text and graphics; (e) an electronic data transfer capability to permit transfer of data from Licensee's mainframe or other computer to the computer described in (a); 1- 94-197 (t) a Hayes compatible modem for transfer of data and files between Licensee and Licensor of at least 14400 baud rate; (g) supplies, Including floppy disks, disk labels, paper, and related supplies for computer described in (a)-(t). (h) optional: sound board with speakers. Licensee Is responsible for providing standard operating system software (DOS 6.2 or above) and drivers for the computer and printer described in (a)-(h) above. Section 5. Training. (a) Licensee shall designate one individual to serve as liaison ("Liaison") with Licensor. Liaison shall be the individual responsible for the operation and control of the Software following completion of training. (b) Licensor shall train the Liaison and up to four (4) additional persons designated by Licensee. The Liaison and the four (4) persons designated are hereinafter referred to as the "trainees" and will serve as trainers for other members of Licensee's staff. (c) Licensee shall make every reasonable effort to select as the trainees individuals who have basic familiarity with the use of personal computers and the Licensee's police scheduling procedures. (d) Licensor shall devote the amount of time required to train the trainees to the satisfaction of Licensee, up to a maximum of thirty-two (32) hours of the Licensor's time. This training shall be on-site at Licensee's location and shall use the Software on the Licensee's computer. (e) Training shall consist of teaching the trainees how to use the Software in order to generate schedules, beats, and assignments for the Licensee's patrol officers, Section 6. Time Schedule for Customization of System, Installation, and Training. Licensor and Licensee will perform the following tasks in accordance with the following schedule: (a) After this Contract is signed by both parties, or as shortly thereafter as possible, Licensee will notify Licensor that Licensee Is able to provide Licensor with data from Licensee's central data flies which Licensor needs to begin to customize the System to meet Licensee's needs and requirements. This data shall be provided within 90 days of contract signing. Licensor with full cooperation and support from Licensee's staff will work with the raw data and will convert this data into the format required and defined by the Licensor. Additional data downloads may be required. This process Is new and may require up to three (3) months to complete. The finished software will be owned by Licensor. Licensee have full rights to use this download processing program on the Licensee's premises. At the time of completion of this step time will begin to count for all following tasks. (b) Licensor, at Licensor's expense, shall then travel to Licensee's location to gather the data and other information necessary to permit Licensor to customize the System to meet Licensee's particular needs and requirements. The generic scheduling System will be installed at that time, 94-197 (c) Within ten (10) weeks after receipt of the data as described in subparagraphs (a) and (b) above, Licensor shall complete the customization of the System. Licensor, at Licensor's expense, shall then travel a second time to Licensee's location to effect preliminary installation of the software and conduct an initial training of the Trainees. Licensor shall inform Licensee at least five (5) days ahead of the time of the trip, Licensor shall devote a minimum of six (6) hours conducting initial training, for all the trainees combined, during the initial training period. (d) Within sixty (60) days following preliminary installation and initial training as described in subparagraph (c) above, Licensor, at Licensor's expense, shall travel a final time to Licensee's location to effect final installation of the Software and to conduct final training of the Trainees. Licensor shall devote a minimum of twenty-four (24) hours conducting final training, for all the Trainees combined, during the final training period. (e) Training of the Trainees shall result in the generation of realistic schedules and beat designs. (I) Licensor shall spend a minimum of thirty-two (32) hours conducting initial and final training of Trainees at Licensee's location. These hours shall ordinarily be distributed over normal business hours, but the total shall include off-shift or weekend hours spent training the Trainees. (g) Licensor shall spend a maximum of one hundred (100) hours over the course of normal business hours, and weekend hours if any, on-site at Licensee's location in the following tasks: (1) gathering the data and other material necessary to customize the System; (2) training of the Trainees; (3) installing the Software, (h) Installation of the Software shall be considered complete upon the occurrence of the following as approved by Licensee: (1) The software properly reads and processes the data provided by the Licensee in order to produce the forecasts, schedules, and beats, (2) Testing and completion by the trainees of the first realistic PPSS schedules for field use of Licensee is generated; (3) Licensor delivers to Licensee all available documentation relating to the operation of the Software and the source code for the software. (4) Testing of all components to insure they provide the ability to design beats, forecast officer needs, and produce beat designs that are realistic for the Licensee to use in practice. Testing will occur during the final training period when every aspect of the software will be utilized. If any "bugs" occur following this period and during the one year of free maintenance and support period or following maintenance and support periods the Licensor will repair them and ship overnight changes via Bernoulli Cartridge to the Licensee to be copied onto Licensee's computers (see also section 7). (i) If Licensor must travel to Licensee's location on additional trips beyond the three (3) trips described in subparagraphs (b), (c), and (d) above, Licensee, for each addilionaltrip required, shall reimburse Licensor for Licensor's travel expenses and pay Licensor the sum of One Hundred and Twenty Five Dollars ($125,00) per hour for 94-197 Licensor's time on-site at Licensee's location, unless the need for the additional trip(s) was due to an error or omission on the part of Licensor, (j) Licensor and Licensee shall make every effort and will cooperate with each other to limit the total time between Licensee providing the data to Licensor, and the final training and installation (as defined in subparagraph (h)) to one hundred twenty (120) days, (k) Licensee shall be responsible for data and Software backup on a reasonable periodic basis. If Licensee requires a new copy of the Software, Licensor shall provide said copy at a cost to Licensee of not more than Two Hundred Dollars ($200.00 US) plus shipping. Section 7. Maintenance, Licensor shall provide one (1) year of free maintenance of the Software commencing the day following the date of installation as defined in Section 6(h). Maintenance is defined as the following: (1) Corrections of any error, malfunction, or defect in the Software, Licensor shall make all corrections by mail or modem. Licensee is responsible for properly copying files and sending them via mail or modem to Licensor; (2) Up to twenty (20) hours of telephone consulting services initiated by Licensee, exclusive of any maintenance time required as a result of the telephone consulting initiated by Licensee; (c) Provide required modifications by teleprocessing, mail, or other appropriate del ivery method, Section 8, Licensor Limited One Year Warranty. Licensor warrants that the Software, when installed, is in good operating condition, free of defects and errors, and meets the specifications as defined in the written documentation and materials provided to the Licensee by the Licensor. This warranty shall remain In effect for a period of one (1) year commencing with the day following the date of Installation as defined in Section 6(h) of this Contract. Licensor warrants that, to the best of Licensor's knowledge and beliefs, on the date of execution of this Contract, the System and all rights thereto are owned by Licensor, and do not violate any third party's copyright, patent, trade secret or other proprietary right Licensor further warrants that, to the best of Licensor's knowledge and beliefs, the System is free and clear of all liens and encumbrances, and that, to the best of Licensor's knowledge and beliefs, the license of the Software to, and use thereof by Licensee, complies with all applicable Federal, State, and local laws, rules, and regulations. The exlent of Licensor's liability under this warranty shall be limited to the correction or replacement of the Software, or any defective portion thereof, at Licensee's location at Licensor's own cost and expense, provided notice of said defect or error is given to Licensor during the maintenance period, or any extension of the maintenance period, The warranties shall not apply if (1) the Software is not used in accordance with the Licensor's instructions and documentation, or (2) Licensee's hardware or other software is the source of the error or malfunctions, or (3) other cause within the control of Licensee results in the Software becoming inoperative, Any modifications to the Software made by Licensee without the advice and approval of Licensor shall terminate this warranty; provided, however, that Licensee may make modifications and operate without the warranty while using the software as modified by 94-197 the Licensee, but restore the warranty once Licensee reverts to the Software provided by Licensor by reloading an unmodified backup copy of the Software. All modified software and systems are subject to all restrictions on Licensee described elsewhere in this contract including Sections 9 and 11. Licensor disclaims any and all express or implied warranties of merchantability or fitness for a particular purpose, except those warranties stated in this Section. Licensor expressly limits its liability for any failure of the Product(s) to exclude any consequential or economic damages. For any breach of warranty or other injury to Licensee, Licensee's right of recovery shall be limited to the sum paid to Licensor or under this Contract. Section 9. Rights and Non-assignability. Licensee, his agents, and employees shall not transfer, assign, or deliver the Software or the license granted herein to another party without the prior written consent of Licensor. No backup copy of the Software may be removed from Licensee's premises (premises include multiple structures owned by the City of San Bernardino Police Department) except upon prior written consent of Licensor. The license herein granted conveys no right to grant licenses or sublicenses for the Software. Any derivatives of the software, all documentation, and related materials remain the property of the Licensor and is subject to all the conditions applying to an original copy. Section 10. Deleted Section 11. Proprietary Information, Non-disclosure, and Duplication. Licensee, his agents, and employees (referred to as simply Licensee in this Section) understand and agree that the Software, the design specifications, and the documentation contains information of a confidential, trade secret, or other proprietary value to Licensor and that disclosure by Licensee of such information to unauthorized third parties will cause great and potentially irreparable harm to Licensor, Licensee shall not transfer, assign, or deliver the Software or the license granted herein to another without the prior written consent of Licensor. Licensee agrees to safeguard and keep confidential all such proprietary information including Systems programs, documentation, modifications, and conversions in strictest confidence, using at least the same degree of care accorded Licensee's own proprietary or confidential information. Licensee shall take all reasonable precautions to prevent disclosure of Licensor's proprietary information (including any derivatives works) by Licensee's employees agents, representatives, or any third party given access to the Licensee's premises. No backup copy of the Software may be removed from Licensee's premises (premises include multiple structures owned by the City of San Bernardino Police Department) except upon prior written consent of Licensor. It is agreed that any derivative(s) of the software, documentation, or proprietary materials are the property of the Licensor and like the originals may not be bartered, sold, or otherwise transferred to any third party without the prior written consent of the Licensor. The license herein granted conveys no right to grant licenses or sublicenses for the Software. Section 12. Indemnity. Licensor shall indemnify, defend, and hold Licensee, its agents, and employees, harmless from any loss, damage, or liability from any suit or claim for infringements of any United States patent right or copyright by the System or the Software delivered under this Contract, provided Licensee promptly notifies Licensor in writing when and if such suit, claim, or action is brought against Licensee and further provided that Licensee permits Licensor to defend, compromise, or settle the same and gives Licensor all available information and reasonable assistance in the defense, compromise, or settlement of such claim, 94-197 Licensor provides Software to Licensee which has the ability to have manual override on all inputs and outputs, and Licensee agrees that Licensor has no control over the final deployment plans produced. Therefore, it is understood that Licensee is fully responsible for all deployment plans which the Software helped develop and that any such plans produced by users of the Software that impact its various communities and constituencies are solely the responsibility of the Licensee. Section 13, Term of License. Subject to the provisions of Section 15 below, the Licensor grants a license to use the Software which shall date from the completion of the Installation as defined in Section 6(h) and continue in force for ten (10) years. This License carries and implies no warranty additional to that stated In Section 8 of this Contract. All protection of proprietary software, documentation and specifications as defined in this agreement will remain in effect for fifteen years following the completion of this Installation. Section 14. Payments. Licensee agrees to pay Licensor for the license of the Software, and for the services rendered under this Contract in the following amounts: (a) the sum of Forty-Three Thousand Dollars ($43,000) for the Software License at the time this Contract is executed; (b) the sum of Fifteen Thousand Dollars ($15,000) at the time the generic scheduling system is put on the Licensee's computer as defined in Section 6(b); (c) the sum of Fifteen Thousand Dollars ($15,000) within thirty (30) days after the last date of Training; and (d) the sum of Eighteen Thousand Dollars ($18,000) at the completion of Installation and testing as defined in Section 6(h). (e) Free maintenance and support is provided during first year following Installation. Section 15. Termination of Contract. Licensee may terminate this Contract at any time by notifying Licensor In writing and complying with the conditions set forth below. Licensee has the option to cancel this Contract, with refund of any and all monies paid to Licensor, within seven (7) days of the date of execution of this Contract. Licensee agrees that, upon termination of this Contract, for whatever reason, Licensee will: 1. Immediately cease using the Software, System, and all related materials. 2. Return any and all copies of the Software and System, in both machine readable and hard copy forms, In the possession of Licensee, Its agents or employees. 3. Return to Licensor the media on which the Software and System was originally distributed still in the possession of the Licensee, its agents, or employees; and, 4. Return to Licensee the documentation and specification for and of the Software and the System stili in the possession of Licensee, its agents, or employees. 5. Licensee will remain responsible for protecting the proprietary values of the System and Software as defined In Section 11 and other related sections Indefinitely. 94-197 Licensor may withhold any refund due Licensee until Licensee has provided written certification to Licensor that Licensee has complied with the above conditions. Licensee shall be entitled to a refund of any monies paid to Licensor, according to the following schedule: 1. If Licensee terminates this Contract at any time during the period from the eighth day after the date of placing the generic software on the Department's computer to, but not including, the date of completion of training, Licensee shall receive a refund from Licensor In the amount of Six Thousand Dollars ($6,000 US) out of the initial payment defined In Section 14(a) and shall not be liable for any further payment or any further services or time not yet performed under this Contract; 2. If Licensee terminates this Contract at any time during the period from the date of completion of training to, but not Including, the date of final installation as defined in Section 6(h), Licensee shall be entitled to a refund from Licensor in the amount of Seven Thousand Dollars ($7,000 US) and shall not be liable to Licensee for any further payments, time, or services not yet performed under this Contract; 3. If Licensee terminates this Contract at any time on or following the date of installation as defined in Section 6(h) Licensee shall not be entitled to any further refund, Licensor time, or Licensor services. Licensor may terminate this Contract: 1. If lack of progress is due to Inadequate support from Licensee in preparation of the necessary data within the six month(s) of contract signing, Licensor may terminate the contract and Licensee shall receive a refund from Licensor in the amount of Six Thousand Dollars ($6,000 US) out of the initial payment defined In Section 14(a) and shall not be liable for any further payment or any further services or time not yet performed under this Contract; 2. If Licensee fails to provide or make available Licensee's computer and related hardware In full working order as described in Section 4, Licensor may terminate the contract and Licensee shall receive a refund from Licensor in the amount of Six Thousand Dollars ($6,000 US) out of the initial payment defined In Section 14(a) and shall not be liable for any further payment or any further services or time not yet performed under this Contract; 3. If Licensee's violates Section 14 by failing to pay Licensor the amounts at the time stated therein then Licensor may terminate the Contract and Licensee shall not be liable for any further payment or any further services or time not yet performed under this Contract; Section 16. Severability. Each provision ofthis Contract other than Sections 1, 6, 8, 9,11,12,13, and 14, shall be severable from the whole. If any severable provlsion(s) of this Contract Is found contrary to law, the remainder of the Contract shall continue In full force. Section 17. Governing Law. This Contract shall be governed by laws of the State of California. 94-197 Section 18. Forum. Licensor and Licensee agree that the Courts of the State of California in the County of San Bernardino, California, shall have exclusive jurisdiction of any litigation between Licensee and Licensor arising out of this Contract. Section 19. Review of Records. Licensor and Licensee agree that each party's books, records, and files relating to this Contract and the parties' performance thereof shall be subject to examination by the other party for a period of two (2) years after final payment under this Contract as described in Section 14(d). This provision shall apply to all grants, assignments,leases, and subcontracts, if any. Section 20. Independent Contractor Status. While engaged in carrying out the terms and conditions of this Contract, Licensor is an independent contractor and Is not an officer nor agent of Licensee, and Licensee Is not an employer nor an agent of Licensor, and neither has any express or Implied authority to act on the other's behalf or has no express or implied authority to act on Licensee's behalf. Licensee shall have only the right to control the final results of Licensor's services rendered pursuant to this Contract and such rights with regard to the time of performance thereof as are specifically described in this Contract. Licensee shall not have any right to control the means by which Licensor performs the services required under the terms of this Contract. Section 21. Provisions Required by Law. Each and every provision required by law to be contained in this contract shall be deemed to be so incorporated and the Contract shall be read and enforced as though it were so incorporated. Section 22. Attorneys' Fees. If any legal action is necessary to enforce the terms or conditions of this Contract, the prevailing party shall be entitled to reasonable attorneys' fees and costs in addition to any other relief to which that party may be entitled. Section 23. Notices. All notices required to be delivered under this Contract or under applicable law shall be delivered by United States certified mall or by reputable document delivery service such as Federal Express. Notices shall be effective at 5:00 p.m. on the second calendar day following dispatch. Licensor's Address: Licensee's Address: Analysis Central Systems 672 Hawthorne Drive Tiburon, CA 94920 City of San Bernardino Police Department 466 West 4th Street San Bernardino, CA 92401 A copy of all notices shall be sent to the City Attorney of Licensee at Licensee's address. Licensor shall send such copy by the process defined in the first paragraph of this Section. Changes in the effective address of either party shall count as a modification of this Contract and are effective only if made in writing with notice given to the other party. Section 24. Insurance. Licensor shall carry and maintain a policy of personnel liability insurance in an amount not less than One Million Dollars ($1,000,000) covering personal injury and property damage. 94-197 Section 25. Force Majeure. The dates or times by which either party is required to perform under this Contract shall be extended to the extent that that party is prevented from meeting the required date or time whether caused by an act of God or public enemy; war or riot; any local, state, or national emergency or unusual condition; storm, flood, earthquake, or other natural forces; fires or explosions; labor troubles or strikes; unavoidable accident; enactment or issuance of any federal, state, or local law or order, rule, or regulation of a governmental authority; or the acts of anyone not a party to this Contract; or any cause of the same or similar kind or character. Neither party shall be considered in default of this Contract to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party. Section 26. Publication of Results; Publicity; Marketing of System by Showcasing Software. Licensor shall have the right to publish the results of the installation, operation, or performance of the Software, but may not by such in any way reveal the particulars of Licensee's information concerning the proprietary operation of the Licensee or the Licensee's data. Should Licensor wish to show the System as installed at Licensee's location to other potential licensees, Licensor must first obtain verbal approval from Licensee specifying the date and time for such a visit and the individuals to whom the Software will be shown. Licensee agrees to cooperate with Licensor in showing the operation of the Software to other potential Licensees at dates and times that will not interfere with Licensee's use of the Software or other operations of Licensee and will make reasonable effort to have Liaison available when the Software is being shown. Section 27. Deleted. Section 28. Entire Contract. This Contract constitutes the effective Contract between the parties. This Contract shall have no force and effect until executed by (1) a duly authorized officer of Licensee, pursuant to any required action by Licensee's governing authority, (2) a duly authorized officer, employee, or agent of Licensor, and (3) upon execution of Section 14 paragraph (a). Section 29. Modification. This Contract can be modified only by an agreement in writing, signed by both parties, and pursuant to Section 28, of which the notice and a copy of the modification is sent to both parties pursuant to Section 23. 94-197 IN WITNESS WHEREOF the parties to this Contract have signed and executed this Contract. CITY OF SAN BERNARDINO ("Licensee") ATTEST: ~~~ Cit lerk v.: 'Jul ~ p ".. Date