HomeMy WebLinkAboutCC Resolution 10367 (Class Software Agreement)RESOLUTION NO. 10367
A RESOLUTION OF THE SAN RAFAEL CITY COUNCILAUTHORIZING A
CONTRACTUAL AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND
ESCOM SOFTWARE SERVICES LTD.
(5 Years Commencing on 2-16-99 and ending on 2-15-2004)
WHEREAS, the City of San Rafael seeks the implementation of technological advances for
operations in all Departments; and
WHEREAS, the Community Services Department has determined by competitive bid process that
Escom Software Services Ltd. offers a superior software product, Class for the automation of program
registration and facility rental; and
WHEREAS, the Community Services reserve fund is able to purchase Class Software, and
Services, at a cost not to exceed $45,541 for the first year and $4195 for annual maintenance for the life of
the five year contract.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Rafael hereby
authorizes execution by the City Manager of the contractual agreement between the City of San Rafael and
Escom Software Services Ltd. for the purchase of Class Software, and Services.
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was
duly and regularly introduced and adopted at a regular meeting of the Council of said City on
TUESDAY, , the 16th day of FEB. , 1999 by the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips and Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
JEANNE M. LEONCINI, City Clerk
AGREEMENT
FOR PROFESSIONAL RECREATION SOFTWARE PRODUCTS, INCLUDING RELATED
LICENSES, SERVICES AND MAINTENANCE
This Agreement is made and entered into this 16TH day of February,
1999, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and
Escom Software Services Ltd. (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, CITY desires to procure certain recreation software
systems, including related support services, licensing and maintenance
from Contractor, and,
WHEREAS, CITY has completed a formal bid process and has
determined that CONTRACTOR products and services best meet the long
term technology needs of the Community Services Department of CITY.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS.
CITY and CONTRACTOR have outlined the products to be
acquired, scope of services to be provided, and related expenses as
described in Exhibit "I" attached and incorporated herein.
2. PROJECT COORDINATION.
A. CITY. The City Manager, or his/her designee, shall be
the representative of the CITY for all purposes under this Agreement.
The Community Services Director, or his/her designee, is hereby
designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER
shall supervise all aspects of the progress and execution of this
Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and execution
of this Agreement for CONTRACTOR. The CONTRACTOR, represented by Alex
Barnetson - Class Division General Manager, or his designee, is hereby
designated as the PROJECT DIRECTOR for CONTRACTOR. Should
circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR for any reason, the
CONTRACTOR shall notify the CITY within ten (10) business days of the
substitution.
3. DUTIES OF CONTRACTOR.
ESCOM SOFTWARE SERVICES, LTD., CONTRACT
CONTRACTOR shall perform the duties and/or provide services
as described in Exhibit "I" attached and incorporated herein.
4. DUTIES OF CITY.
CITY shall perform the duties as described in Exhibit "I"
attached and incorporated herein.
5. COMPENSATION.
For the full performance of the services described herein by
CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit "I"
attached and incorporated herein.
Payment will be made monthly upon receipt by PROJECT MANAGER
of itemized invoices submitted by CONTRACTOR.
6. TERM OF AGREEMENT.
The term of this Agreement shall be for 5 years commencing on
February 16, 1999 and ending on February 15, 2004. Upon mutual
agreement of the parties, and subject to the approval of the City
Manager, the term of this Agreement shall be extended for an additional
period of 5 years.
7. TERMINATION.
A. Discretionary. Either party may terminate this
Agreement without cause upon thirty (30) days written notice mailed or
personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for
cause upon fifteen (15) days written notice mailed or personally
delivered to the other party, and the notified party's failure to cure
or correct the cause of the termination, to the reasonable satisfaction
of the party giving such notice, within such fifteen (15) day time
period.
C. Effect of Termination. Upon receipt of notice of
termination, neither party shall incur additional obligations under any
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ESCOM SOFTWARE SERVICES, LTD., CONTRACT
provision of this Agreement without the prior written consent of the
other.
D. Return of Documents. Upon termination, any and all
CITY documents or materials provided to CONTRACTOR and any and all of
CONTRACTOR's documents and materials prepared for or relating to the
performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after
termination.
8. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRAC-
TOR in connection with the performance of its duties under this
Agreement, shall be the property of CONTRACTOR. CITY may use said
property for any purpose within the CITY, including projects not
contemplated by this Agreement.
9. INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to
CITY, or its agent, for inspection and audit, all documents and
materials maintained by CONTRACTOR in connection with its performance
of its duties under this Agreement. CONTRACTOR shall fully cooperate
with CITY or its agent in any such audit or inspection.
10. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any
interest in this Agreement nor the performance of any of their
respective obligations hereunder, without the prior written consent of
the other party, and any attempt to so assign this Agreement or any
rights, duties or obligations arising hereunder shall be void and of no
effect.
11. INSURANCE.
A. During the term of this Agreement, CONTRACTOR shall
maintain, at no expense to CITY, the following insurance policies:
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ESCOM SOFTWARE SERVICES, LTD., CONTRACT
1. A comprehensive general liability insurance policy
in the minimum amount of one million ($1,000,000) dollars per
occurrence for death, bodily injury, personal injury, or property
damage;
2. An automobile liability (owned, non -owned, and
hired vehicles) insurance policy in the minimum amount of one million
($1,000,000) dollars per occurrence;
B. The insurance coverage required of the CONTRACTOR by
section 11. A., shall also meet the following requirements:
1. The insurance shall be primary with respect to any
insurance or coverage maintained by CITY and shall not call upon CITY's
insurance or coverage for any contribution;
2. Except for professional liability insurance, the
insurance policies shall be endorsed for contractual liability and
personal injury;
3. Except for professional liability insurance, the
insurance policies shall be specifically endorsed to include the CITY,
its officers, agents, employees, and volunteers, as additionally named
insureds under the policies.
4. CONTRACTOR shall provide to PROJECT MANAGER, (a)
Certificates of Insurance evidencing the insurance coverage required
herein, and (b) specific endorsements naming CITY, its officers,
agents, employees, and volunteers, as additional named insureds under
the policies.
5. The insurance policies shall provide that the
insurance carrier shall not cancel, terminate or otherwise modify the
terms and conditions of said insurance policies except upon thirty (30)
days written notice to CITY's PROJECT MANAGER;
6. If the insurance is written on a Claims Made Form,
then, following termination of this Agreement, said insurance coverage
shall survive for a period of not less than five years;
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ESCOM SOFTWARE SERVICES, LTD., CONTRACT
7. The insurance policies shall provide for a
retroactive date of placement coinciding with the effective date of
this Agreement;
8. The insurance shall be approved as to form and
sufficiency by PROJECT MANAGER and the City Attorney.
C. If it employs any person, CONTRACTOR shall maintain
worker's compensation and employer's liability insurance, as required
by the State Labor Code and other applicable laws and regulations, and
as necessary to protect both CONTRACTOR and CITY against all liability
for injuries to CONTRACTOR's officers and employees.
D. Any deductibles or self-insured retentions in
CONTRACTOR's insurance policies must be declared to and approved by the
PROJECT MANAGER and the City Attorney. At CITY's option, the
deductibles or self-insured retentions with respect to CITY shall be
reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall
procure a bond guaranteeing payment of losses and related
investigations, claims administration, attorney's fees and defense
expenses.
12. INDEMNIFICATION.
CONTRACTOR shall indemnify, release, defend and hold harmless
CITY, its officers, agents, employees, and volunteers, against any
claim, demand, suit, judgment, loss, liability or expense of any kind,
including attorney's fees and administrative costs, arising out of or
resulting in any way, in whole or in part, from any acts or omissions,
intentional or negligent, of CONTRACTOR or CONTRACTOR'S officers,
agents and employees in the performance of their duties and obligations
under this Agreement."
13. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any
person on the basis of age, sex, race, color, religion, ancestry,
national origin or disability in connection with or related to the
performance of its duties and obligations under this Agreement.
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ESCOM SOFTWARE SERVICES, LTD., CONTRACT
14. COMPLIANCE WITH ALL LAWS.
CONTRACTOR shall observe and comply with all applicable
federal, state and local laws, ordinances, codes and regulations, in
the performance of its duties and obligations under this Agreement.
CONTRACTOR shall perform all services under this Agreement in
accordance with these laws, ordinances, codes and regulations.
CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its
officers, agents and employees from any and all damages, liabilities,
penalties, fines and all other consequences from any noncompliance or
violation of any laws, ordinances, codes or regulations.
15. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this
Agreement, to create in any third party, any benefit or right owed by
one party, under the terms and conditions of this Agreement, to the
other party.
16. NOTICES.
All notices and other communications required or permitted to
be given under this Agreement, including any notice of change of
address, shall be in writing and given by personal delivery, or
deposited with the United States Postal Service, postage prepaid,
addressed to the parties intended to be notified. Notice shall be
deemed given as of the date of personal delivery, or if mailed, upon
the date of deposit with the United States Postal Service. Notice
shall be given as follows:
TO CITY: Carlene McCart, Community Services Director
San Rafael Community Center
618 "B" Street
San Rafael, CA 94901
TO CONTRACTOR: Alex Barnetson,General Manager
Escom Software Services, Ltd. Suite 518
Burnaby Center
4211 Kingsway
Burnaby, BC,
Canada V5H1Z6
0
ESCOM SOFTWARE SERVICES, LTD., CONTRACT
17. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement,
CONTRACTOR, its officers, agents and employees shall act in the
capacity of an Independent Contractor, and not as employees of the
CITY. CONTRACTOR and CITY expressly intend and agree that the status
of CONTRACTOR, its officers, agents and employees be that of an
Independent Contractor and not that of an employee of CITY.
18. ENTIRE AGREEMENT -- AMENDMENTS.
A. The terms and conditions of this Agreement, all
exhibits attached, and all documents expressly incorporated by
reference, represent the entire Agreement of the parties with respect
to the subject matter of this Agreement.
B. This written Agreement shall supersede any and all
prior agreements, oral or written, regarding the subject matter between
the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or
oral, relating to the subject matter of this Agreement, shall be valid
or binding, except by way of a written amendment to this Agreement.
D. The terms and conditions of this Agreement shall not be
altered or modified except by a written amendment to this Agreement
signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions
of this Agreement, and the terms and conditions of the attached
exhibits or the documents expressly incorporated by reference, the
terms and conditions of this Agreement shall control.
19. WAIVERS.
The waiver by either party of any breach or violation of any
term, covenant or condition of this Agreement, or of any ordinance law
or regulation, shall not be deemed to be a waiver of any other term,
covenant, condition, ordinance, law or regulation, or of any subsequent
breach or violation of the same or other term, covenant, condition,
ordinance, law or regulation. The subsequent acceptance by either
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ESCOM SOFTWARE SERVICES, LTD., CONTRACT
party of any fee, performance, or other consideration which may become
due or owing under this Agreement, shall not be deemed to be a waiver
of any preceding breach or violation by the other party of any term,
condition, covenant of this Agreement or any applicable law, ordinance
or regulation.
20. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the
terms and conditions of this Agreement, or arising out of the perform-
ance of this Agreement, may recover its reasonable costs (including
claims administration) and attorney's fees expended in connection with
such action. Except for the conditions outlined in Section 12 -
Indemnification, such liability will be limited to the fees paid by
City under this agreement.
21. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of
this Agreement, a CITY business license as required by the San Rafael
Municipal Code. CONTRACTOR shall pay any and all state and federal
taxes and any other applicable taxes. CONTRACTOR's taxpayer
identification number is 98-0154324, and CONTRACTOR certifies under
penalty of perjury that said taxpayer identification number is correct.
ment.
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agree-
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ESCOM SOFTWARE SERVICES, LTD., CONTRACT
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day, month and year first above written.
CITY OF SAN RAFAEL
_ By:
City Manager
Name:
Title:
ATTEST:
City Clerk
SOV 4 %/ yt
ty Att�&Key
professional contracts\ESCOM PROF SVCS AGREEMENT.DOC
Services/Professional Services
Contract Form -1 (Revised 4/96)
4
EXHIBIT I
/Affffi/Arl/n/11
Software Services Ltd.
Class TmPURCHASE AGREEMENT
This document outlines San Rafael's agreement to purchase the software and services (outlined
below) from Escom Software Services Ltd. (Escom) pursuant to the following conditions:
1) Items outlined below will be provided at a cost of $41,346, subject to the terms listed below
(a -g)
(Module Concurrent Users Cost
Ii. Class Program Registration Module 5 $7,475
u. Class Facility Booking Module 5 $7,475
iii. Class Information Management Module Server License N/A $3,495
Iiv. Class External Interfaces Module Server License N/A $2,495
Iv. Less applicable quantity purchase discounts ($2,094)
Ivi. System to be installed on City supplied MS SQL Server database
(vii. Implementation, setup and training — 18 days $22,500
Expenses included for 4 trips
(Total Cost $41,346
a) All prices are in funds of the country of installation with all duties included.
b) Sales Taxes are not included unless specifically identified as line items.
c) Freight is F.O.B. your offices.
d) Installation of the equipment is included, if purchased in conjunction with the software.
Hardware sourced elsewhere is subject to an installation fee if Escom is requested by
Customer to setup. This charge will vary depending on hardware platform and location.
e) A signed purchase order and deposit are required prior to commencement of
implementation.
f) Site preparation is not included. This includes, amongst other things, installation of
equipment such as PC hardware, modems, peripheral cabling and power conditioning.
g) These prices are valid for ninety (90) days.
Page 1 of 16
EXHIBIT I
2) The Customer will provide the following hardware and software for the operation of the
Class software:
a) Desktop Workstation
Minimum Performance
IBM Compatible PC
75mhz Pentium Processor
500mb Hard Drive
Running Windows 95, 98: 32mb RAM
Running Windows NT: 64mb RAM
b) Database Server
Minimum Performance
IBM Compatible PC
166mhz Pentium Processor
128mb RAM
2.Ogb Hard Drive
Dedicated to Class
Suggested Performance
IBM Compatible PC
100 +MHz Pentium Processor
64mb RAM or more
1.0 GB Hard Drive
Running Windows 95, 98 or NT
Suggested Performance
IBM Compatible PC
Pentium Pro Processor SMP
256mb RAM
4.Ogb Hard Drive
Dedicated to Class
c) Network infrastructure as required to facilitate connectivity of Class clients to database
server.
d) Escom has reviewed the Customer's planned configuration for hosting the Class system
attached hereto as Exhibit A and agrees that it meets the requirements specified above.
3) The annual maintenance for Basic Support and Lifeline Support will be $4,936 effective 90
days from date of completion of installation (i.e. first time consultant is on site to install, set
up, or configure the Class system, or Customer installs Class system). The initial amount
due will be prorated from installation date to the preferred maintenance anniversary date,
(July 1, 1999) when a one-year renewal will be due and payable subject to the terms of the
annual maintenance agreement.
4) Accreditation discounts (maximum 20% of annual maintenance cost) are applicable
providing criteria specified in Class Software Maintenance and Support Terms are met prior
to live use of the system in a production environment. If criteria are not met by date of live
use of the system, the Customer will be billed retroactively for the discounted maintenance
fees and these fees will be payable immediately.
5) Additional consulting services beyond those days specified herein will be billable to the
Customer. For every five days* of consulting services, one day will be spent off-site
performing some or all of the following services:
• Preparation for consulting on-site**
Page 2 of 16
EXHIBIT I
• Project Management
• Development of customized reports
• Travelling to the Customer site (this will account for a portion but not all of the travel
time)
* A "day" is considered to be approximately 8 hours of services provided by an Escom consultant.
** "On-site" means at the Customer's site.
Note that a portion of the fifth day of consulting may be absorbed in overtime during the four
days that the Escom consultant is on-site, should unanticipated technical difficulties or
training issues arise.
6) . When Escom is requested by Customer to provide services and where expenses are not
already included in the travel rate, the amount billable to the Customer is based on the
following guidelines in Escom's travel and expenses policies:
Per diems: Escom Consultants are credited $40.00 per day for miscellaneous
expenses including meals and local transportation (excluding car rental).
Car rentals: Escom Consultants rent compact cars unless extenuating circumstances
necessitate a larger or more powerful vehicle. The rates for such vehicles will not
exceed $60.00 per day.
Lodging: Escom Consultants stay in accommodation that facilitates their ability to
conduct business away from home. Required facilities include laundry, [dry
cleaning], dining, and in -room modem connections. Escom secures lodging at
corporate rates for its consultants. These rates will not exceed $125.00 per day.
7) Billing Rates for Consulting
Consulting rates are valid for a period of six (6) months from the date the agreement is
signed. Any days specified in the agreement that are used after the initial six months has
expired, will be billed at the new prevailing rate.
8) The payment schedule for this project shall be as follows:
a) $10,346 is payable upon signing of this agreement
b) $8,500 is payable upon delivery of the software and documentation
c) $22,500, payable for Consulting Services (inclusive of expenses) will be invoiced as it
is delivered.
9) This purchase is subject to the attached:
a) Class Pricing/Estimate Form
b) Class Software License
c) Class Software Maintenance and Support Terms
10) Customer reserves the right to purchase additional licenses and/or modules of the Class
system at then prevailing list prices less any discounts that may be available to the Customer
Paae 3 of 16
EXHIBIT I
at such time. Licenses for such purchases made under this agreement will be incorporated
through Addenda to this Agreement when signed by authorized persons for the Vendor and
Customer.
11) In order to preserve and protect its rights under applicable laws, Escom does not sell any
rights in Escom Software Services Ltd. Rather, Escom grants the right to use Escom
Software by means of a Software License. Escom specifically retains title to and copyright in
all Escom computer software.
12) This legal document is an agreement between you, the end users, and Escom Software
Services Ltd. (hereinafter called "Escom"). By signing the Class Purchase Agreement, you
acknowledge you have read, understand, and are agreeing to become bound by the
terms of this Agreement and attachments.
AGREED TO BY•
Z�
Escom Software ewes Ltd.
(Authorized Signatory)
City of San Rafael
(Authorized Signatory)
February 16, 1999
(Date) (Date)
Page 4 of 16
WassTIM Pricing/Estimate Form
Agency: San Rafael Parks & Recreation
Address: 35 Marin Street
PostaV2ip: 94901
Consultant:
Plaform: MS SOL
Contact Ken Nordhoff
City: San Rafael
Phone Number. 415485-3055
The number of stations that will access the system at a given time during peak periods?
Client Server/Multiple Site Volume Discounts are applicable
1)10 to 19 users a 10% ii) 20 to 34 users a 15% 111) 35 to 49 users - 20% lv) 50+ users a 25%
Class Modules
Core Modules
✓ Program Registration
✓ Facility Booking
Membership & Pass Management
o Sport Scheduling
Express Reservation
Add-on Modules
o Daycare/Daycamps
Randomized/Lottery Registration (server license)
CaRh, Payments & Remittance Processing
Cash & Inventory
On-line Payment Authorization (Cash/POS)
o Batch Credit Card Authorization (server license)
City Hall/Remittance Processing (per server Interface)
Electronic Fund Transfers - EFT, PAP (server license)
eConnect (Public Access)
Internet Program Query (server license)
Internet Program Registration (server license)
Internet Facility Inventory Query (server license)
Internet Facility Availability & Reservation (server license)
o IVR - Registration & Voice Info (server & PR licenses)
Fax -back Registration - OCR (server + PR licenses)
IVR - Tax Certificate Processing (4 line server licenses)
Data Reporting & Interfaces
✓ Information Management (server license)
✓ External interfaces - GIL, A/'P, DTP (server license)
Other 3rd Party Software, Services & Hardware Costs:
Database to be supplied by the City
Implementation Services (on-site or off-site)
Additional Consulting Services (on-site or off-site)
Additional Project Planning Services
Escom Software Services Ltd.
Prepared: 2/17/99
escom pricing form
Prov/State: CA
ii .. it; I
Services (Days)
Per Nos. of
Total
Maint
Min. Ree.
Station Stations
Amount
Fee
3 4
$1,495 5
7,475
1,588
3 4
$1,495 5
7,475
1,588
2 3
$1,495
1 2
$1,495
1 2
$1,495
DS
1 2
$1,495
DS
1 2
$4,495
2 3
$1,495
1 1
5495
1 2
54,495
5 10
$4,495
De
3 5
$2,495
DB
1 2
$15,000
2 3
$10,000
DS
1 2
$15,000
2 3
$10,000
CB
3 4
$3,495
3 5
$3,495
DB
3 5
$9,495
CB
2 3
$3,495 1
3,495
594
3 4
$2,495 1
2,495
424
Sub -Total
$20,940
$4,195
Less Applicable Discounts
10%
(52,094)
Total Cost (a)
$18,846
$4,195
Users
11 Days
$13,750
3 Max. Trips
4 Days
$5,000
3 Days
$3,750
Other Costs (b)
$22,500
Grand Total (a+b)
$41,346
Please Note:
1 Sales taxes, where applicable, are not included and prices are In the currency of the country of installation (subject to change without notice)
2 Hardware, operating system, 3rd party software and site preparation are not included unless otherwise noted.
3 Annual software maintenance is 25% of prevailing list (min. $1800/yr). Server -based modules are 20%.
4 Maintenance Accreditation Discounts of 15% have been applied (subsea to terms in SM Maint. and Support Agreement)
Internet Discounts, as wel' as Extended Support options are available and outlined in the SM Malnt and Support Agreement
5 Consulting fees are $1250/day for on or off-site services and Inclusive of travel expenses (min. 3 day trips apply)
6 For any additional consulting days, one of each 5 consulting days will be allocated for projected management, instructor preparation, overtime and travel (an a billable basis)
7 Customer requires a modem (USR 28,800 V.34bis or better), comm software and dedicated phone line for support.
8 IVR - Registration and Faxbeck include a Program Registration license for each incoming phone line (minimum 4 licenses).
9 Credit card authorization, IVR and fax -back modules carries a minimum license of 4 users.
10 A dedicated database server, as well as a windows NT (4.0+) server is highly recommended for each of the IVR and Internet (plus MS IIS) modules.
11 Class ships on CD ROM. Diskettes are available for $100 plus shipping. Customer may cut their own diskettes from the CD at no charge.
12 A full set of manuals are provided on the CD provided with each system.
13 DB - signifies Diamondback (02 1999); CB - signifies Cobra (01 2000)
14 Items marked with'a' may be purchased at (or below) nuoted pices by Customer if ordered by 6r-1012000
Page 5 of 16
EXHIBIT I
Class' Software License
1. GRANT OF LICENSE. Escom Software Services Ltd. (Escom) as "Licensor", grants the Customer, hereinafter sometimes
referred to as the "Licensee", a non-exclusive right to use a copy(les) of the Cass Software ("the Software') on a single
computer server to process your own data, provided the Software is in use on only the licensed computer at any time. The
Software is "in use" on a computer when it is loaded into the temporary memory (i.e. RAM), installed into the permanent
memory (e.g. hard disk or any other storage device) of that computer or servicing requests from an asynchronous terminal
device. The license shall apply to any Escom module purchased by Customer and may be exchanged at any time for the
equivalent module running on any Escom supported platform (i.e. operating system/database engine) at no additional cost,
except for data conversion, consulting, or training which may be purchased by Customer at the then prevailing rates.
2. OWNERSHIP OF SOFTWARE AND COPYRIGHT. Licensee owns the magnetic or other physical media on which the
Software is originally or subsequently recorded or fixed, but an express condition of this License is that Escom retains
title and ownership including copyright of the Software recorded on the original disk copy(ies) and all subsequent copies,
regardless in any form or media in or on which the original and other copies may exist. Unauthorized copying of the
Software is expressly forbidden. Licensee may not make copies of the product manual(s) or written materials
accompanying the Software without permission from Escom. Licensee may make as many copies of the Software as
necessary provided these copies are used solely for backup or archival purposes.
3. OTHER CONDITIONS. Licensee may transfer its rights under this License on a permanent basis provided all copies of the
Software and all written materials are transferred, and the recipient agrees to the terms of this License. Any transfer
must include the most recent update and all prior versions. Licensee may not reverse engineer, decompile or disassemble
the Software.
4. LIMITED WARRANTY. Escom warrants that, for a period of ninety (90) days from date of purchase ("warranty period"),
the media on which the Software is furnished will be free from any physical defects in materials and workmanship and
the Software, during the warranty period, will substantially conform to the functional description of the Software as
contained in the user's manual accompanying the Software when delivered. Escom does not warrant that the Software
will run uninterrupted or be error free.
5. Escom's entire liability and Licensee's exclusive remedy as to the Software shall be, at Escom's option, either (a) return
of the purchase price or (b) replacement of the software, or disk, which does not meet Escom's Limited Warranty and
which is returned to Escom postage prepaid with a copy of the receipt. If failure of the disk has resulted from accident,
abuse, or misapplication, Escom shall have no responsibility to replace the Software or refund the purchase price.
6. THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE THAT IS MADE BY ESCOM ON THIS ESCOM PRODUCT.
7. This Warranty gives you specific rights. Licensee may have other rights which vary from jurisdiction to jurisdiction and
certain limitations contained in this Limited Warranty may not apply. In the event of any conflict between any provision
in this Limited Warranty and any applicable legislation, the applicable legislation takes precedence over the contravening
provision.
8. Escom covenants and represents that the Licensed Programs and all related materials supplied to the Customer hereunder do
not infringe or otherwise constitute wrongful use of any copyright, patent, registered industrial design, trade mark, trade secret
or any other right of any thins party. Escom shall indemnify and save harmless the Customer from any suit or proceeding
(including without limitation any judgment awarded thereunder, any reasonable settlement agreed to, any costs incurred in
complying with such judgment or settlement and any or all costs, including reasonable legal costs on a solicitor and his own
client basis incurred in respect of the same) brought against the Customer by reason of any such infringement or any wrongful
use save where the same has arisen through the Customer's unauthorized modifications to the Licensed Programs.
9. LIMITATION OF LIABILITY. No oral or written information or advice given by Escom, its dealers, distributors, agents or
employees shall create a representation or warranty or in any way increase the scope of the above warranty and
Licensee may not rely on any such information or advice.
10. ESCOM SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE REFUND OF THE PURCHASE PRICE,
NOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE ARISING OUT OF THE USE
OR INABILITY TO USE SUCH PRODUCT EVEN IF ESCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
11. TERM OF LICENSE. Any rights and obligations under this License which by their nature continue after the Class
Purchase Agreement ends will remain in effect. The terms of this License will also apply to anyone who receives or is
assigned rights in the License.
12. Neither Escom nor the Customer will be responsible for failing to meet obligations due to causes beyond their control.
Page 6 of 16
EXHIBIT I
13. Licensee acknowledges that they have read this License, including the Limited Warranty, understand them, and agree to
be bound by their terms and conditions. Licensee also agrees that the Class Purchase Agreement, Software License and
Limited Warranty, and Class Software Maintenance and Support Terms are the complete and exclusive statement of
agreement between the parties and supersede all proposals or prior agreements oral or written, and any other
communications between and relating to the subject matter of this agreement. This agreement is governed by the laws
of the State of California.
Paize 7 of 16
EXHIBIT I
CLASS SOFTWARE MAINTENANCE AND SUPPORT TERMS
1. SUPPORT SERVICES, FEES, AND RATES
1.1. Basic Support
The maintenance rate for Basic Support is 25% of prevailing software license fee list
price except for the Information Services and External Interfaces modules, for which the
rate is 20%. Basic Support includes the following:
• unlimited toll free support between 6:00 am and 5:30 pm Pacific Standard Time
(PST) Mon - Fri
• unlimited dial -in access
• software updates and releases
• limited report customization & query support
• quarterly newsletters provided to the Customer
• access to Escom's Web site
Note:
a) Minimum base fee of $1,800 is applicable.
b) Fees may be increased by Escom provided that any increase in maintenance and
support charges from one year to the next does not exceed ten (10) percent of the net
fees.
c) Basic Support fees will be capped at $50,000 for non site -licensed agencies. Basic
Support fees will be capped at $100,000 for site -licensed agencies.
1.2. Lifeline Support
Lifeline Support is included with Basic Support provided that the Customer site maintains
direct dial -in and Internet e-mail capability. Lifeline Support includes the following:
• Basic Support plus 5:00 am — 6:00 am and 5:30 pm —11:00 pm (PST) weekdays and
5:00 am —11:00 pm (PST) Saturday and Sunday.
• System down issues only within Lifeline hours (upgrade issues are not covered).
Note:
a) Qualifying sites must be on prevailing maintenance and support fee structure.
b) Qualifying sites must have direct dial -in and Internet e-mail capability.
c) Support calls placed during Lifeline Support hours must be placed through a Lifeline
Support contact person.
Paae 8 of 16
EXHIBIT I
1.3. Lifeguard Support
At Customer option, support may be upgraded at any time to "Lifeguard Support." The
maintenance rate for Lifeguard Support is 30% of prevailing software license fees list
price. Lifeguard Support features the following advantage:
• Lifeguard Support is provided during the same hours as Lifeline Support, but not
limited to system down issues (upgrade issues are included in Lifeguard Support).
1.4.
Note:
a) Qualifying sites must be on prevailing maintenance and support fee structure.
b) Minimum additional fee of $500 for Premium Support (over Basic Support fees).
c) Premium Support fees will be capped at $7,500 (over Basic Support fees).
d) Support calls placed by sites on Lifeguard Support during extended support hours do
not need to be placed through a Lifeline Support contact person.
Assignment of Priorities for Support Issues
New support incidents are assigned one of the following four priority levels, each with its
respective standard completion target:
Call Priority Description Standard Completion
Level Target
A — Down Fatal issues that result in the Within 24 hours.
Customer's inability to fulfill critical
business functions (i.e. those
pertaining to core functionality such
as processing registrations,
memberships, rentals) and that have
no reasonable work -around.
B — Urgent Serious issues significantly impacting Within 36 hours.
use of system but do not prevent core
functions (such as processing
registrations, memberships, rentals)
from being fulfilled.
C — Normal All other issues, except those Within 2 business days.
classified as D (Low).
D — Low Issues that are not time -sensitive or None
may be undertaken as customer
service initiatives outside the scope of
the Class Maintenance Agreement.
Page 9 of 16
0:ia : 98
Escom endeavors to staff the Class support desk with resources sufficient to meet or
exceed these standard completion targets for 95% of all incidents.
Should there be any disagreement over the priority assigned to a particular incident, or
any other aspect of its handling, by Class support staff, Customers are encouraged to first
speak directly to the support representative dealing with the issue in order to arrive at an
acceptable solution. In cases where escalation is desired or necessary, Customer must
contact the Customer Care Manager with any concerns (phone 1-800-663-4991).
1.5.Holiday Hours for Support Desk
The Class Support Desk will be open with reduced staff for BASIC SUPPORT ONLY on
the following Canadian statutory holidays: Good Friday; Victoria Day (3`d Monday in
May); Canada Day (July 1St); BC Day (1St Monday in August); Thanksgiving (2"d Monday
in Oct); Remembrance Day (November 11); Boxing Day (December 26). On the
following holidays observed in common in both Canada and the United States, the Class
Support Desk will be closed: New Year's Day, Christmas Day, Labor Day. On all other
American holidays not listed above, the Class Support Desk will be open for Basic,
Lifeline, and Lifeguard Support coverage.
2. DISCOUNTS
2.1. Accreditation Discount
Customer is eligible for a 15% discount on net annual maintenance fees as long as all of
the following criteria are met:
• Approved dial -in access
• Database Administrator
• Network Administrator
• Class System Administrator
• Updated system (current version of Class and database)
2.1.1. Approved dial -in Access
The standard means of dial -in access is Symantec's Norton pcANYWHERE for Windows
which Customer will install on a designated system administrator workstation. Customer
may also use Microsoft's RAS or Citrix's WinFrame Server at it's option at any time in
the future.
2.1.2. Internet Enabled Support
Refers to the ability of the Customer's Class System Administrator contact(s) to
communicate with Escom via the Internet for purposes of e-mail and file transfer. Also
includes Escom's ability to access the Customer's system remotely via a pcANYWHERE
connection initiated by both Escom and the Customer via the Internet. The Customer will
provide access privileges through firewalls and security systems.
Paae 10 of 16
EXHIBIT I
2.1.3. Database Administrator
The Customer will provide in-house database expertise in the database platform used by
the Class application, as demonstrated either by certification or course work, or by
equivalent experience including the ability to install, maintain, backup and restore,
troubleshoot, and optimize the database environment. Customer assumes full
responsibility for maintaining the database environment and the involvement of Class
Support will be infrequent. Support required from Escom as a result of a failure on
the part of the Customer to carry out these duties or to use reasonable efforts to do
so, will be billable at Escom's then prevailing rates.
2.1.4. Certified Network Administrator
Customer will have in-house expertise in the network operating system by which client
workstations are connected to the Class database, as demonstrated either by certification
or course work, or by equivalent experience including the ability to install, maintain,
troubleshoot, and optimize the network. Customer assumes full responsibility for
maintaining the network and the involvement of Class Support will be infrequent.
2.1.5. Class System Administrator
The Customer will have two Class System Administrators trained on all Class modules
licensed by the Customer, and who are available to work with other users of the software.
The Class System Administrators will handle most of the basic questions from
Customer's users. The Customer's Class System Administrators will be familiar with the
version of Windows in use on desktop PCs, be familiar with the setup and installation of
Class on client workstations, and know the administrative login and password. When it
is necessary to contact the Class Support Team the Class System Administrators will
collect all the pertinent information and call the Support Team on behalf of Customer's
organization. It is expected that where the Customer qualifies for the Accreditation
Discount, the Class System Administrators will be responsible for all
communications to the Support Team and be able to make policy decisions for the
Customer, as they would relate to Class.
2.1.6. Updated System (current version of Class and database)
The Customer will run the most recent available version of Class (excluding pre-release
or beta versions). Similarly, the Customer will run either the most recent available
version of the database supported by the Class application, or a version immediately prior
to the most recent version.
Page 11 of 16
1W4111N1:3rr1
Customers who do not qualify for the Accreditation Discount must still be on either the
most recent available version of Class, or the version immediately prior to the most
recent version. Support will not be provided for issues encountered in versions of Class
older than the version immediately prior to the most recent version.
2.2. Internet Enabled Discount
Customer will be eligible for an additional 5% discount on net annual maintenance fees
should all of the following criteria be met:
• Access to the Customer's Class system for dial -in support via the Internet
• Internet email capability
3. ADDITIONAL FEES AND CHARGES
The following table outlines additional fees and charges:
Report Customization and $350 per report request/incident; 5 Pak for $1,450
Query Support
Multiple Class database 25% of net support fees per live database
support
Time and materials support $250 per incident up to one hour; $125 per hour
thereafter; 40% of prevailing software list per release
Hardware support 10% of list price of all units purchased via Escom, min.
$500 per site; includes next business day replacement of
card printers, POS peripherals, scanners, etc.; coverage
will not be provided for partial inventories
Non -Class related issuesI Minimum $250 per incident up to one hour; $125 per
hour thereafter.
3.1. Limited Report Customization and Query Support
Class Support will provide limited assistance with report customization and the
development of custom queries where such can be provided in fifteen (15) minutes or
less. Full customization service will be billable at $350.00 per report or query provided
such customization can be done by support personnel within less than eight (8) hours.
Resultant reports and queries will be made available to all Class Customers on Escom's
web site.
3.2. Minimum Base Fee of $2500 is applicable
This minimum fee of $2,500 is exclusive of any applicable discounts, i.e. a site whose
maintenance is at the minimum can still earn discounts below $2,500.
Page 12 of 16
EXHIBIT I
3.3. Basic Support Fees Will Be Capped at $50,000
This maximum fee of $50,000 is inclusive of any applicable discounts, i.e. fees for a site
whose maintenance, less applicable discounts, is higher than $50,000 will be capped at
$50,000.
3.4. Lifeline Support ... System down issues only
Lifeline Support is available for fatal problems only that result in the Customer's inability
to fulfill critical business functions (i.e. those pertaining to core functionality such as
processing registrations, memberships, rentals) and that have no reasonable work -around.
All other calls — including all calls related to upgrades — placed by the Customer within
Lifeline Support hours (5 — 6 AM and 5:30 PM —11:00 PM Monday — Friday, and 5 AM
— 11 PM Saturday and Sunday) will be billable on the basis of time and materials ($250
per incident up to one hour, $125 per hour thereafter). Lifeline Support will be made
available only to sites with dial -in access and Internet email capability. Support calls
placed during Extended Support hours MUST be placed through a Lifeline Support
contact (maximum three contacts per agency).
3.5. Lifeguard Support ... not limited to System down issues
Under Lifeguard Support, the Customer may call during Lifeline Support hours on all
issues and in all circumstances covered under Basic Support coverage, including
upgrades.
3.6. Multiple Class Database Support
Basic and Lifeguard Support rates are for a single live database. For each additional live
database a 25% of net support fees surcharge will apply. The surcharge does not apply to
trainer databases.
3.7. Time and Materials Support
Time and Materials charges ($250 per incident up to one hour, $125 per hour thereafter)
will be applicable in cases where the Customer chooses to opt out of the yearly
maintenance agreement. New releases of Class will be available in such circumstances
for 40% of prevailing software list prices.
3.8. Hardware Support
Maintenance, operation, and troubleshooting of card printers, POS peripherals, scanners,
etc., purchased through or from Escom remains the responsibility of the Customer unless
the site chooses to purchase hardware support at 10% of list price of hardware covered
(minimum $500).
3.9. Non Class related Issues Support
Support for non -Class related problems will be limited to helping to isolate the problem
source, or providing troubleshooting advice, where this can be done in fifteen minutes or
less. Where the problem cannot be solved within fifteen minutes, support will be
available on a billable basis ($250 per incident up to one hour, $125 per hour thereafter).
Page 13 of 16
EXHIBIT I
Examples include:
• General network support - for example network access, printing, backup & restoration
• PC hardware trouble shooting
• PC setup, configuration and optimization
• Network operating system configuration and functionality
• Basic Windows functionality (e.g. using File Manager or Explorer)
• Modem configuration & setup
• Data corruption due to lack of disk space
• Loss of supervisor or other password
4. ADDITIONAL TERMS AND CONDITIONS
4.1. The maintenance and support terms apply for one (1) calendar year unless specified
otherwise. Software maintenance and support fees are payable in advance, on the
maintenance renewal date specified in the Class Purchase Agreement.
4.2. Escom shall provide telephone support (in English) to the Customer by way of the Escom
Class Support Desk. The goal of the telephone support is to provide answers to any
questions relating to Escom's products or services including questions regarding system
errors (excluding hardware -related or operating system -related) or use of the Licensed
Programs.
4.3. Any training requested by the Customer shall be billed separately to the Customer, unless
otherwise specified or provided for in the Agreement.
5. CUSTOMER RESPONSIBILITIES
5.1. The Customer is responsible for arranging for third party hardware (i.e. operating system
and database) maintenance agreements separately with the appropriate hardware/operating
system vendor, at the Customer's expense. Exhibit ?? contains Customer's initial third
party hardware/software configuration.
5.2. The Customer shall be responsible for ensuring that regular backups of the Customer's data
are carried out. A full backup should be done at least daily. Backups should always be
verified.
5.3. It is highly recommended that refresher courses be scheduled by the Customer when a staff
turnover of greater than fifty (50) percent occurs, or the Class System Administrator leaves
the department, as staff turnover can drastically affect system operations.
Page 14 of 16
.4:11:
ADDENDUM A
SOFTWARE QUALITY ASSURANCE PROCESS AND ENHANCEMENT REQUESTS
Software Quality Assurance Process
Escom seeks to ensure that Class for Windows software is error free. To that end
significant ongoing investments are made in the following areas:
1. Developing quality detailed specifications of all new functionality and modules,
which form the basis of all programming work.
2. Code reviews, in which programming staff mutually review one another's work in
order to ensure that it meets company quality standards and programming
conventions.
3. Extensive in-house testing of all software by a dedicated team of Quality Assurance
specialists, including automated regression testing to ensure that functionality is not
negatively affected by changes to existing code.
4. A full cycle of beta testing in test and production environments by a small number of
participating Customer sites.
5. Submission of Class for Windows to authorized Microsoft testing authorities in order
to verify the full compatibility of the software with the most popular desktop
operating systems.
Corrective Action
When issues with the software are discovered or reported by a Customer, the following
steps are followed in order to correct them within a timeframe appropriate to the degree
of severity.
1. The Customer reports issue to Class Support.
2. Class Support staff attempt to replicate the problem, provide work -around to the
Customer where available.
3. Support staff report issue to Product Team, a cross -functional team consisting of
members of the Development, Quality Assurance, Consulting Services, and Support
teams, chaired by the Class Product Manager.
4. Product Team meets weekly (or as required in the case of fatal issues) to determine
issue's severity and to assign it an appropriate priority for a fix. Fatal or very serious
issues are fixed in the current version in use at Customer sites through issuing an
update that is made available as soon as possible on Escom's web site. Less serious
issues are typically fixed in the version of the software currently under development
and are available after this version has completed beta and gone into general release.
Cosmetic and minor issues may be deferred to a future release in some situations.
Page 15 of 16
EXHIBIT I
Enhancement Requests
Enhancement requests, that is, desired modifications to the software's functionality, may
be submitted to Class Support staff. In some cases it will be recommended that a more
detailed description of the desired feature be submitted in writing to the Class Product
Manager, via fax (604-432-9708). All enhancement requests are tracked during each
release cycle, then compiled for ranking by Customers. Priorities for individual
enhancement requests are assigned once per release cycle (2 release cycles are projected
per year) as a result of Customer input, in conjunction with evaluation done by the
Product Committee. Those accepted for a particular release become part of the regular
release process, including the development of detailed specifications.
Page 16 of 16
L.
Date
February 17, 1999
Dennis Vlasich
Kerry Consulting Group
915 W. Foothill Blvd.
C-395
Claremont, CA 91711
USA
Customer
Parks and Recreation
City of San Rafael
1400 5th Ave.
PO Box 151560
San Rafael, CA 94915
USA
Product
Number
LH 4 Server
D7092A #ABA
Standard 0
Standard 0
Standard 0
Standard 0
Standard 0
Standard 0
Standard 0
Standard 0
Standard 0
D5955A 0
D4282B 0
Standard 0
D6107A 0
Software:
MS 1476
MS 1476
MS2078
MSX721
MSX720
MS2076
Unit
Price
$392.54
$20.26
$454.28
$21.06
$21.06
$76.84
1
1
1
1
1
1
1
1
1
1
1
1
1
K
HP NetServer Configuration
Product Description
LH 4 PII Xeon/400 Model 1 (512K Cache)
HP 256MB 50ns EDO DIMM Kit
HP NetServer Keyboard
Standard Hardware Warranty: 3 Year, On -Site, Next B
HP Mini -DIN Mouse
HP 32x Max EIDE CD-ROM Drive
HP NetServer 10/100TX PCI LAN Adapter
HP Remote Assistant (Integrated)
1.44MB Floppy Disk Drive
HP NetServer Navigator for LH 4
HP NetRAID-3S1 Disk Array Controller
HP NetServer LH3/4 Cable Kit
HP NetServer Hot -Swap Ultra2 Internal Storage Cage
HP 9.1GB Hot -Swap Ultra2 SCSI Hard Disk Drive
(10K RPM)
1 MS Windows NT Server 4.0 - License only
20 MS Windows NT 4.0 Client Access
1 MS SQL Server 7.0 - License only
1 MS SQL Server 7.0 - Doc kit
1 MS SQL Server 7.0 - CD-ROM
10 MS SQL Server 7.0 - Client Access
EXHIBIT A
Unit
Cost
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$392.54
$405.20
$454.28
$21.06
$21.06
$768.40
$2,062.54
Total $4,125.0
This information is provided for reference only and is subject to change. HP MAKES NO REPRESENTATION OR
WARRANTIES REGARDING USE OR PERFORMANCE OF NON -HP PRODUCTS.
APR-08—vV1 12:48 PM ADEr25 68441 .3$4 P.e2
LEADERS Insurance Agencies
01 UG -:1003 Sr. JOHNS STKECI-. PGAT s MOW ti.t m,,,�(riti 9C4
CERTIFICATE M INSURANCE
This is to certify to: City of Son Rafael
T£I..409-t799 EA4iJi -1884
Community Services
618 B Street
Sen Rafael, California, 94901
that the policies or insur®noe as heroin d.scribed have been issued to the lneured named below
and are In force at this date.
Name of insured ESCOm Software Scrvicos Ltd.
LoCatton or Operations
to whioft this cartlficat4
applies
: All operations of the Namcd Insured
Type of Policy
: Comprehensive General Liability
Insurer
; Commerdal Union Assurance Company
Policy Number
CNM299969
Expiry pate
: April 15, 2000
Limits of Liability
: $3,000,000. Bodily Injury/Property Damage
$3,000,000 products Liability 8 Completed
Operations
$3,000.000. Non -Owned Automobile liability
Additional lnstired (if any) : City of San Rafael but only with respect to Liability arising out of
the Operations or the Named Insufe4.
Notice fcy1Canc4ll*tinrl :30 days to City of San Rafael
Ilrc i4rur ec atTord«1 is subject to the terms, enndid me and e[clusions orthc eppticabte policy. This
ce; i!' is ie t as a mattcr of inforrnarion only aad conrcrs no rights an the balder. unle:m: nthL!rwiw
iF d tint rn roses nu liability on the tnsurvr.
Authorizvd presentative
LEADERS SURANCE AGENCIES
Dale: April A. 1979 E60V_
A piwillon of mnierdty htluity 1COrMa110n
TO' d deV = TO 66-2o--•+d`d