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HomeMy WebLinkAboutCC Resolution 11044 (Fire Records Mgmt Software)(b) RESOLUTION NO. 11044 RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AWARDING CONTRACT FOR FIRE RECORDS MANAGEMENT SYSTEM SOFTWARE AND SERVICES TO VISIONAIR, INC., IN THE AMOUNT OF $91,278, AND AUTHORIZING CITY MANAGER TO EXECUTE AGREEMENTS. Whereas, the City's Technology Strategic Plan includes the implementation of a new Computer Aided Dispatch/Records Management System; and, Whereas, on the 18th day of September, 2001, pursuant to due and legal notice published in the manner provided by law, inviting sealed bids for proposals for the products and services hereinafter mentioned, as more fully appears from the Affidavit of Publication thereof on file in the office of the City Clerk of the City of San Rafael, California, the City Clerk of said City did publicly open, examine and declare all sealed bids or proposals for public safety software application and services in accordance with the cost proposal request (CPR) on file in the office of said City Clerk; and Whereas, the bid of VisionAir, Inc., in the amount of $91,278 was and is the lowest and best bid for Fire records management software and said bidder is the lowest responsible bidder; and Whereas, City desires to enter into a separate Software Support Agreement with VisionAir, since such an Agreement is vital to the continued operation of the system software therefor; NOW, THEREFORE, IT IS HEREBY ORDERED AND RESOLVED that the bid of VisionAir, Inc., is hereby accepted and included as part of the Agreement attached to and made part of this resolution as Exhibit 'T" IT IS FURTHER ORDERED AND RESOLVED that the City Manager of said City be authorized and directed to execute the Agreement with VisionAir, Inc. for said products and services in the form attached hereto as Exhibit "I", in an amount of $91,278. BE IT FURTHER RESOLVED that the City Manager of said City be authorized and directed to execute the Software Service Agreement with VisionAir, Inc. for maintenance services of said products in the form attached hereto as Exhibit "II." BE IT FURTHER RESOLVED that the Assistant City Manager is hereby authorized to take any and all such actions and make changes as may be necessary to accomplish the purpose of this resolution, including approval of (b) modification of scope as provided in the Software License and Use Agreement in a total amount not to exceed $5,000. 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 San Rafael City Council meeting held on the eighteenth day of March, 2002 by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JEA`N�1 M LEONCINI, City Clerk COMPUTER SYSTEM SOFTWARE LICENSE AND USE AGREEMENT by and between City of San Rafael and VisionAIR, Inc. pursuant to Public Safety Information System Cost Proposal Request of September 18, 2001 March 18, 2002 Exhibit "I" CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18. 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT, TABLE OF CONTENTS PREAMBLE....................................................................................................................5 1.00 DEFINITIONS.......................................................................................................5 1.01 DEFINITION OF TERMS............................................................................................... 5 1.02 TERM.............................................................................................................................7 1.03 INCLUDED DOCUMENTS............................................................................................ 7 1.04 SUBCONTRACTORS..................................................................................................8 1.05 BACKGROUND............................................................................................................... 8 1.06 DATE OF THE AGREEMENT(S)................................................................................. 8 2.00 PROPERTY RIGHTS............................................................................................8 2.01 VENDOR'S RIGHT TO SELL SOFTWARE............................................................... 8 2.02 HOLD HARMLESS AND INDEMNIFICATION -SOFTWARE ................................ 8 2.03 COPYRIGHT NOTICE................................................................................................... 8 3.00 PROPRIETARY AND TRADE SECRET INFORMATION....................................9 3.01 CUSTOMER'S PROTECTION OF LICENSED PROGRAMS .................................. 9 3.02 DESIGNATION OF CONFIDENTIALITY.................................................................. 9 3.03 CUSTOMER'S RIGHTS TO COPY LICENSED PROGRAMS...............................10 4.00 LICENSE GRANT...............................................................................................10 4.01 SCOPE OF LICENSE....................................................................................................10 4.02 RISK OF LOSS OF LICENSED SOFTWARE AND MATERIALS ........................ 11 4.03 DOCUMENTATION......................................................................................................11 4.04 SCOPE OF SERVICES.................................................................................................. 11 4.05 SITE OF SERVICES...................................................................................................... 11 VISIONAIR, INC. 2 Of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT, 4.06 MODIFICATION OF SCOPE...................................................................................... 11 5.00 PROGRAM SUPPORT SERVICES....................................................................13 5.01 LICENSED SOFTWARE AND DOCUMENTATION TRAINING ......................... 13 5.02 LICENSED SOFTWARE SUPPORT SERVICES.....................................................13 5.03 LICENSED SOFTWARE UPDATES.......................................................................... 13 5.04 UNAUTHORIZED MAINTENANCE BY CUSTOMER ........................................... 13 5.05 CUSTOMER SUPPORT................................................................................................13 6.00 INSTALLATION, DELIVERY, AND ACCEPTANCE..........................................14 6.01 DELIVERY.....................................................................................................................14 6.02 INSTALLATION............................................................................................................14 6.03 ACCEPTANCE AND PAYMENT................................................................................ 14 6.04 APPLICABLE TAXES.................................................................................................. 17 6.05 ADDITIONAL CHARGES............................................................................................ 17 7.00 CUSTOMER RESPONSIBILITIES.....................................................................17 7.01 CUSTOMER SUPPORT OF VENDOR....................................................................... 17 8.00 WARRANTY OF PERFORMANCE AND LIMITATION OF LIABILITY..............18 8.01 COMPLIANCE WITH STATE AND FEDERAL AUDIT REPORTING REQUIREMENTS...................................................................................................................... 18 8.02 CORRECTION OF ERRORS UNDER THE WARRANTY ..................................... 18 8.11 IMPLIED WARRANTIES RELATIVE TO PERFORMANCE ............................... 20 8.12 YEAR 2000 COMPATIBILITY.................................................................................... 20 8.13 ORAL REPRESENTATIONS....................................................................................... 20 8.14 PROGRESS REPORTS................................................................................................. 20 8.15 NO DISABLING CODE................................................................................................ 21 9.0 LIABILITY, INDEMNIFICATION AND DEFAULT..............................................21 VISIONAIR, INC. 3 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT 9.01 LIABILITY, INDEMNIFICATION AND DEFAULT ............................................... 21 9.02 BANKRUPTCY/SUPPORT CESSATION.................................................................. 21 9.03 INSURANCE................................................................................................................... 21 9.04 LIMITATION OF LIABILITY..................................................................................... 22 10.00 GENERAL PROVISIONS...............................................................................22 10.01 ASSIGNMENT............................................................................................................22 10.02 GOVERNING LAW................................................................................................... 22 10.03 ENTIRE AGREEMENT(S)/AMENDMENTS......................................................... 22 10.04 CONSTRUCTION......................................................................................................23 10.05 SERVICE OF NOTICE............................................................................................. 23 10.07 BUSINESS LICENSE................................................................................................. 24 10.09 SERVICE OF NOTICE............................................................................................. 24 SIGNATURES: .............................................................................................................. 25 VISIONAIR, INC. 4 of 25 CITY OF SAN RAFAEL MARCH 18. 2002 PREAMBLE VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT This Agreement is entered into this 18th day of March, 2002 by and between City of San Rafael, a California municipal corporation located at: 1400 Fifth Avenue San Rafael, CA 94901 hereinafter sometimes referred to as `Customer' and VisionAir, Inc., a privately held corporation with offices located at: 5601 Barbados Boulevard Castle Hayne, NC 28429 hereinafter sometimes referred to as `Vendor;' WITNESSETH: 1.00 DEFINITIONS 1.01 DEFINITION OF TERMS It is the Customer's understanding that within the limits of common usage, a word in a contract means what the contract says it means. For purposes of this Agreement(s), the following are defined terms: (a) The term "Application Software License Agreement" shall mean all agreements included in the final agreement including, without limitation, agreements for purchase, licensing, custom programming, maintenance and support and the Vendor's CPR Response in totality. (b) The term "System" shall mean the Licensed Software and Documentation, and software developed specifically under this Agreement to be delivered by the Vendor in response to the Project Definition detailed herein. (c) The term "Project System" shall include any and all computer code in both printed and machine readable form developed or modified under the scope of this Agreement, its translated or compiled version, and all specifications and other written documentation (in printed or machine readable form) relating thereto. VISIONAIR, INC. 5 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18. 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT, (d) The term "Licensed Software" shall mean a licensed information processing program or programs consisting of a series of instructions or statements which is machine readable commonly referred to as "application software" which is purchased from a third party and is required in conjunction with the items covered by this Agreement. (e) The term "Documentation" shall mean any materials related to the Licensed Software including, without limitations, user's guides, technical guides, training materials, Vendor guidelines and customer support instructions provided for use in connection with the Licensed Software. (f) The term "Licensed Software and Documentation" shall mean both the Licensed Software and Documentation as defined above. (g) The term "System Software" shall mean hardware manufacturer -supplied Licensed Software and Documentation that control hardware functions, commonly referred to as "operating systems", and file management utilities, compilers and programming languages, etc. (h) The term "Functional Specifications" shall mean a written description of the Customer's procedures that are to be automated by virtue of the Licensed Software proposed by the Vendor in response to the Technical Specifications detailed herein which includes form RF4a of the Vendor's CPR Response as amended on 1/14/02 included as Exhibit E. (i) The term "Technical Specifications" shall mean the written description of the systems to be purchased, leased or licensed as included in the Customer's Cost Proposal Request (CPR) (Public Safety Information System Cost Proposal Request, submitted 9/18/01), any amendments and the Vendor's entire proposal. The technical specifications and the Vendor's CPR Response regarding the technical specifications are deemed included as part of the Agreement as is the entire CPR. In addition, any written descriptions, reports, or examples of Customer systems made available to Vendors during the CPR process for review are deemed included as part of the Agreement. (j) The term "Enhancement" shall mean any program, any part thereof, or any materials not included in the Licensed Software and Documentation at the time of execution of this Agreement that is related to the Licensed Software and Documentation. (k) The term "Use" shall include, but not be limited to, copying any portion of the Licensed Software or Documentation into a computer or transmitting them to a computer for processing of the instructions or statements contained in the Licensed Software or Documentation. (1) The term "Updates" shall mean program logic and documentation changes and improvements to correct known defects and maintain the operational quality of the LICENSED SOFTWARE and changes required to keep it current with current versions of the Operating System or other environmental software, firmware, or hardware as specified by the hardware manufacturer. (m)The term "Project Definition" shall include the Customer's Functional Specifications, Technical Specifications, and the Vendor's CPR Response for scope VISIONAIR, INC. 6 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18. 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT, and content of work, including cost and timelines. Such documents shall become a part of this Agreement by reference and shall be signed by both Vendor and Customer before work shall begin. (n) The term "Source Code" shall mean all of the instructions, in both printed and machine-readable form, needed to compile, link, and execute any or all of the software covered by this Agreement. It must include, by definition, all of the libraries, compilers, and other utilities to take the raw instructions and convert them into usable, executable Object Code on the hardware environment(s) at the Customer's site(s). It must also include all of the necessary history and documentation for a reasonably trained technician to take over the on-going support of the systems involved. The Source Code will be maintained in an Escrow Account as described in Section 11.07 of this Agreement. (o) The term "Object Code" shall mean the machine-readable, executable form of the software covered by this Agreement which enables the hardware environment at the Customer's site(s) to perform the functions as defined by the Project Definition. 1.02 TERM Except as provided for termination for cause in section 6.03 and 9.01, the term of this Agreement shall be in perpetuity. However, provisions for on-going support are contingent on the Customer maintaining a continuous Support Agreement with Vendor as specified in Section 5 herein. 1.03 INCLUDED DOCUMENTS The Final Agreement shall include the following documents, as applicable, in order of precedence: A. The Agreement with the following attached Exhibits: Project Schedule - Exhibit Al Progress Report Format A2 B. Initial Award - Exhibit B Software (RF4) C. Installation & Training - Exhibit C D. Project Specifications — Exhibit D (Statement of Work) E. Acceptance/Reliability Test Specifications - Exhibit E F. Hardware Configuration Requirements - Exhibit F G. Vendor Insurance Certificate(s) - Exhibit G H. Vendor's CPR Response to Customer's CPR (included by reference) 1. Customer's Request for Proposal (included by reference) VISIONAIR, INC. 7 of 25 CITY OF SAN RAFAEL MARCH 18, 2002 1.04 SUBCONTRACTORS VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT Vendor hereby accepts full responsibility for the obligations outlined by this Agreement. The Customer agrees that Vendor may subcontract some or all of the performance of its duties provided for herein, provided that the Customer approves of the subcontractor. Vendor has fully disclosed the names of all individuals and organizations to be used as subcontractors in conjunction with this agreement and attached thereto. Vendor further agrees that changes or additions to the list of subcontractors will not be made without prior written consent of the Customer, which shall not be unreasonably withheld. This Agreement is issued as the result of Customer's CPR (Public Safety Information System Cost Proposal Request). Other Agreements related to this agreement which the Vendor hereby acknowledges are as follows: 1. VisionAIR Software Support Agreement 2. RIMS (Sun Ridge Systems) CAD/RMS Software for Police 1.06 DATE OF THE AGREEMENT(S) The effective date of this Agreement will be the date on which the last party signed the contract if both parties did not sign on the same date. 2.00 PROPERTY RIGHTS 2.01 VENDOR'S RIGHT TO SELL SOFTWARE Vendor hereby stipulates that it is the sole owner of all Licensed Software and Documentation, or that it has the right to sell, lease, or grant and support such Licensed Software and Documentation, free and clear of any liens and encumbrances. Any and all legal actions regarding the Licensed Software and Documentation, or any previous version of them under any name, in the past fifteen years has been fully disclosed to the Customer. 2.02 HOLD HARMLESS AND INDEMNIFICATION -SOFTWARE In the event of a claim that the Licensed Software constitute an infringement of a third party's copyright, patent, or other property rights, Vendor shall hold harmless and indemnify Customer and its officers, employees and agents from every claim or demand resulting therefrom. Vendor shall, at its own cost, risk and expenses, defend any claim on behalf of Customer and its officers, employees and agents and satisfy any judgment rendered against any of them. 2.03 COPYRIGHT NOTICE Vendor will mark all copies of the Licensed Software and Documentation with a copyright notice indicating Vendor's ownership. Placing of such copyright notice shall not be deemed a publication or placement in the public domain. V SIONAIR, INC. 8 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT, The work product resulting from the Vendor's services to Customer is hereby deemed assigned and shall belong exclusively to the Customer. Customer shall have the exclusive right to obtain copyrights, registrations and such other proprietary protections as it wishes. Vendor will provide Customer with all assistance reasonably required to protect said rights at Customer expense. 2.04 The Licensed Software, including original and any copies thereof, in whole or in part, whether said original and copies are made by Vendor or Customer or anyone else and all copyright, patent and trade secret and other intellectual and proprietary rights therein are and remain the property of VENDOR. 2.05 CUSTOMER has been advised by VENDOR that aspects of the Licensed Software are VENDOR trade secrets. Vendor has asserted that the trade secrets may include, but are not limited to, the following: system design, modular program structure, system logic flow, file layout, video and report formats, coding techniques, and routines, file handling and special search techniques, video screen data entry handling and report and/or forms generation. 2.06 CUSTOMER agrees to include on any copies made of the Licensed Software the same notices of VENDOR's ownership interests that appear on the original. 3.00 PROPRIETARY AND TRADE SECRET INFORMATION 3.01 CUSTOMER'S PROTECTION OF LICENSED PROGRAMS It is the Customer's understanding that Licensed Software and Documentation, which a Vendor considers to be proprietary and a trade secret, will be treated by the courts as a trade secret if the Vendor's behavior toward the Licensed Software and Materials show an effort to preserve the secret. Such behavior includes the institution of security measures, an acknowledgment of confidentiality and a restriction on copying the Licensed Software and Materials. Customer will make reasonable effort by giving instruction to its employees to protect the confidential nature of the Licensed Programs and Documentation and system software by establishing written procedures for its employees and other persons permitted access to the Licensed Programs and Documentation and system software to follow in order to protect the LICENSED SOFTWARE and Materials and system software from being acquired by unauthorized persons. 3.02 DESIGNATION OF CONFIDENTIALITY Confidential information shall mean all matters relating to the Customer's business which are clearly designated in writing as confidential by the Customer and which are disclosed by Customer to Vendor pursuant to the Agreement(s). All confidential information will be safeguarded and kept confidential by Vendor during the term of the Agreement(s) to the same extent that Vendor safeguards confidential information relating to its own business. Vendor will instruct its employees to use the same care and discretion with respect to the VISIONAIR, INC. 9 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT Customer's confidential information that they use with respect to the Vendor's confidential information. Vendor will require its staff to sign a written agreement expressly prohibiting the disclosure of the Customer's confidential information. A copy of such nondisclosure agreements shall be attached to the work assignment(s) and incorporated herein. Customer acknowledges that the Licensed Software and Documentation contain propriet- ary and confidential information. Information received by Customer under the Agreement(s) will not be considered confidential if: (a) The information was in Customer's possession prior to the execution of the Agreement(s); (b) The information was legally acquired from third parties and did not originate with Vendor or was in the public domain at the time it was disclosed; (c) The information was independently developed by Customer; d) The information was disclosed to Customer by a third party with Vendor's approval. 3.03 CUSTOMER'S RIGHTS TO COPY LICENSED PROGRAMS Customer shall not, without prior consent of Vendor, copy in whole or in part, the Licensed Programs and Documentation provided by Vendor under the Agreement(s) for other than the Customer's need for a copy of the Licensed Programs and Documentation for back-up purposes. 3.04 If Customer breaches any of its obligations with respect to limited use or confidentiality of the Licensed Software, Vendor shall be entitled to equitable relief to protect its interest thereto, including, but not limited to, injunctive relief. 4.00 LICENSE GRANT 4.01 SCOPE OF LICENSE Vendor hereby grants to Customer, for the term of the Agreement, a perpetual, non- exclusive, nontransferable license, to: (a) Install, use, and execute the Licensed Software on computers owned or leased and used by Customer at its facilities, for the specified number of users in the Itemized Quote, for the sole and express purpose of supporting the internal business activities of Customer or other public agencies contracting for service with Customer on Customer hardware environment; and (b) Use the Documentation only in conjunction with installation and use of the Licensed Software. Customer shall pay software license fees as provided in Exhibit B and in accordance with the payment schedule identified in Exhibit A. Payment of the License Fee is solely for the right to use the Licensed Software pursuant to the terms and conditions of this Agreement and does not constitute the purchase of the Licensed Software or of any title thereto. VISIONAIR, INC. 10 of 25 CITY OF SAN RAFAEL MARCH 18, 2002 Customer further agrees that: VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT (a) Customer shall not have the right to sublicense the Licensed Software in any manner. (b) Customer shall not assign or otherwise transfer this License or the Licensed Software or any part thereof, by operation of law or otherwise, directly or indirectly, including, but not limited to, transfers to any joint venture or combination arrangements with any other person or entity. (c) Customer understands and agrees that it shall not use the Licensed Software in any other city or at any other site location, except those designated herein, without prior written authorization from Vendor. 4.02 RISK OF LOSS OF LICENSED SOFTWARE AND MATERIALS The Vendor shall assume risk of loss and damage to the Licensed Software and Documentation and shall replace any loss or damaged portion at Vendor expense. Risk of loss prior to delivery shall be covered by the Vendor's insurance. 4.03 DOCUMENTATION The Vendor shall furnish the Customer upon execution of this Agreement, one (1) copy of the Licensed Software and Documentation on CD-ROM. Customer has the right to copy the Documentation as necessary for internal distribution purposes. 4.04 SCOPE OF SERVICES The scope of services for this Agreement is defined in the Exhibits attached hereto. 4.05 SITE OF SERVICES Vendor's services are preferred to be performed at location(s) within the enterprise unless specific work assignment calls for services to be performed at Customer location(s). In the event that services are to be performed at a Vendor site greater than 50 miles from the Customer's Central Office, cost of travel for Customer staff supervision and review must be included in proposal price. If services are provided at Vendor's location(s), Vendor shall provide office space and facilities to Customer staff commensurate with that provided its own employees. If services are provided at Customer's location(s), Customer shall provide office space and facilities to Vendor's staff commensurate with that provided to its own employees. 4.06 MODIFICATION OF SCOPE Subject to Customer's purchasing policy in San Rafael Municipal Code chapter 2.55, Customer may at any time modify the scope of services specified in any work assignment upon five (5) days written notice to Vendor specifying the desired modifications to the same degree of specificity as in the original work assignment. Modification of services VISIONA R, INC. 11 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT shall include any increase, modification or decrease in the scope of service. Vendor shall provide a written quote for the increased, changed or decreased services within five (5) working days. In no event shall Vendor continue with services requested in writing to be discontinued from the date of written notice. The parties shall then negotiate in good faith and agree upon an increased or decreased charge which shall otherwise be governed by the terms and condition of this Agreement. Services specified in any amended Work Assignment Schedule shall be agreed to in writing between the parties. Such services might include special studies; programming and application design and development; systems analysis and design; data base and program conversion; data conversion; implementation planning, procedures and programs; installation evaluation; technical and user training; and specification preparation. Customer shall request such services in writing on a Vendor -developed, Customer -approved form and shall specify: 1) Nature of work to be performed; 2) Number of individuals required; 3) Category of experience of each; 4) Date on which assignment is to begin; 5) Location of assignment; 6) Length of assignment, including due date; 7) Source of funds (Account Number and authorized approval); and 8) Individual who will coordinate for Customer and Vendor. Vendor shall use its best efforts to provide a quotation for each service request and will provide a written quote within five (5) working days following receipt by the Vendor of the Customer's request. Upon written acceptance by Customer of Vendor's quotation, Vendor shall be authorized to proceed with the work. Such quotation shall be called the "work assignment". Each work assignment shall be governed by the terms and conditions of this Agreement, the terms and conditions of the work assignment, and by such supplementary written amendments of this Agreement or the work assignment as may be, from time to time, executed between the parties. In the event of a conflict between the Functional Specification of this Agreement and the Functional Specifications of any work assignment, the Functional Specifications of the work assignment shall govern. No oral request for modification of services shall be binding on either party. Further, the Vendor agrees that its responsibilities under this Agreement will not be assigned or licensed by the Vendor without the prior written consent of the Customer. VISIONAIR, INC. 12 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT 5.00 PROGRAM SUPPORT SERVICES 5.01 LICENSED SOFTWARE AND DOCUMENTATION TRAINING The Vendor shall provide to Customer sufficient technical and end user (non technical or functional) training and support services to enable Customer to productively use the Licensed Software and Documentation on the Hardware provided using the latest published release of the system software to the Customer's satisfaction. Vendor stipulates that the days of training specified in Exhibit C attached hereto are sufficient under reasonable circumstances to accomplish this. The Customer reserves the right to audio and video-tape the training session for retraining purposes. A list of the final training schedule and costs is included in Exhibit C. 5.02 LICENSED SOFTWARE SUPPORT SERVICES Vendor will provide Licensed Software Support services according to the separate Software Support Agreement. 5.03 LICENSED SOFTWARE UPDATES During the term of this Agreement and while the separate Software Support Agreement is effective, the Vendor agrees to keep the Licensed Software and Documentation current with the general state of technology and with the current versions of the hardware environment on which the software is running. The Vendor will thoroughly test such updates before releasing it for installation. After release, the Customer will have up to six (6) months to install such Updates. Program Updates will include all necessary programming code, installation instructions and assistance, data migration programs (if necessary), and documentation at no additional cost to the Customer except for reasonable shipping and media charges. 5.04 UNAUTHORIZED MAINTENANCE BY CUSTOMER Any change, modification or enhancement to the LICENSED SOFTWARE by Customer or any other party authorized by Customer without the Vendor's authorization is an unauthorized change and the Vendor reserves the right to void this Agreement or provide maintenance that results therefrom on the Vendor's then current time and materials rate for all service provided. 5.05 CUSTOMER SUPPORT Customer shall provide the Vendor, reasonable on-site and/or electronic access, without charge, to the LICENSED SOFTWARE and related computing equipment so as to enable the Vendor to provide the maintenance services as set forth in this Agreement. Customer shall establish a Virtual Private Network or remote dial -in connection for Customer - controlled access to system for diagnostic, repair, and update services. VIS ONA R, INC. 13 of 25 CITY OF SAN PAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT 6.00 INSTALLATION, DELIVERY, AND ACCEPTANCE 6.01 DELIVERY Delivery of the Licensed Software and Documentation shall be deemed complete when Vendor delivers the CD-ROM and Documentation of the complete Licensed Software and Documentation to Customer. This shall include, but is not limited to, instructions as to how to completely re -install the contents of the media onto the hardware proposed. 6.02 INSTALLATION Installation shall be deemed complete when Vendor has installed proposed Licensed Software and converted data on Customer's hardware (configured as specified in Exhibit F) and the system is ready for Acceptance Testing. 6.03 ACCEPTANCE AND PAYMENT Acceptance will be based on two factors: 1) That the Vendor has delivered and configured all of the software proposed (Acceptance Testing), and 2) That the system performs at a level consistent with what was demonstrated by the vendor during the evaluations (Reliability Testing). Payment will be structured so that the Vendor receives partial payment when Acceptance Testing is satisfactorily completed and final payment when Reliability Testing has been performed on all modules so that concurrent productive use of all modules is demonstrated to function as proposed and demonstrated by the Vendor. The Customer may terminate this Agreement, upon written notice effective immediately, at any time during the Acceptance Testing Period per the Evaluation Criteria and Technical Specifications as specified in the CPR. Additional mutually agreed upon, written acceptance criteria may be added by the Customer prior to the end of the Acceptance Testing Period. The Customer shall accept the Licensed Software and Documentation at the close of the Accepting Test Period by providing Vendor with written notification of acceptance unless Vendor fails to meet acceptance criteria. If the Customer identifies any irregularities in the performance of the Licensed Software from the Functional Specifications document attached hereto as Exhibit E, the Customer shall have the right to terminate this Agreement. At its sole option, however, the Customer may choose any or all of the following alternatives: (a) The Vendor shall be given the opportunity to extend the Acceptance Test Period for up to thirty (30) calendar days during which to bring such irregularities into compliance. If after such time the performance irregularity is not remedied to the Customer's sole satisfaction, the Customer may terminate this Agreement, or; (b) If the irregularity is a non-compliant component of the Licensed Software, reject the component and remove it from the final award, or; (c) At the Customer's sole option, notwithstanding (a) through (c) above, relegate the non-compliant component as a Project to be completed at a mutually agreeable date. As a bond to ensure timely completion of a Project so -designated, the Vendor shall provide a cashier's check for the non-compliant, incomplete, unacceptable, or non -delivered items in the amount equal to or greater than the value of the non- VISIONAIR, INC. 14 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18. 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT delivered items. Specifications for the delivery and acceptance for each such item will be the same as the acceptance provisions stated above and shall include appropriate due dates. Customer may then close the initial Acceptance Test Period for items delivered and functioning in accordance with their specifications, pay for accepted items only, and open new testing periods for non -delivered items backed by guarantees of performance in the form of cashier's checks. The Customer shall then retain the cashier's checks, until the items are delivered and accepted and have passed a 30 day Reliability Test. As each item is accepted, the cashier's check will be returned and payment for the item processed. If the agreed upon delivery dates are not met, or the item fails the acceptance provisions, the Customer may retain and cash the cashier's check and find an alternate solution. This procedure shall continue until all undelivered items are delivered and accepted or all cashier's checks returned or retained and cashed. Final Reliability Testing will not be complete until all such Projects are delivered and accepted by the Customer. In no event will the value of the Project Bonds exceed 20% of the value of the Licensed Software. In the event the Agreement is terminated by Customer as provided in this Section, the Customer will agree to pay only those delivery, installation, configuration, conversion, and training costs as specified in the Vendor's CPR Response and receive a refund for any license fees paid to that point. Costs for system removal, additional labor, insurance, etc. will not be paid by the Customer. Each party shall forthwith return to the other party all papers, materials, and other properties of the other party then in its possession. 6.03.1 ACCEPTANCE TESTING Once the Vendor(s) has delivered, installed the Licensed Software, converted any relevant Customer data, and trained the designated Customer System Manager and one backup person to operate the basic components of the proposed the Acceptance Period can begin. During the Acceptance Period, the Customer will test all delivered subsystems by executing any or all of the features contained in the Feature/Function Checklist attached hereto as the Functional Specifications Document Exhibit E. During this time, the Vendor should provide access (at no additional charge) to a qualified technician either on-site or via telephone and dial - in modem to assist the Customer in the testing of the applications. If any part of the awarded subsystems should fail (i.e. not perform according to the Vendor's Compliance score), the Customer may designate that portion as a Project for delivery at a later date or apply other remedies as specified in 6.03 above. 6.03.2 RELIABILITY TESTING Once the Licensed Software has passed the Acceptance Test and Projects have been designated and agreed to, the implementation of the System into productive use will begin. This includes training of all primary users and final conversion of all relevant data. Once the Vendor has designated a module as available for productive use (in writing), a 30 day Reliability Test will begin. During this period all of the data, workstations, software, and peripherals must be available to all designated users at least 90% of the time. This will be determined by determining that any V SIONA R. NC. 15 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18. 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT workstation or device that is not available or involves the unavailability or repeatable failure of a function critical to the user's job function because of any documented replicable software malfunction for more than 5 consecutive minutes during any 24 hour period shall be deemed unavailable. The Reliability calculation is represented below: Reliability Calculation = (Total Number of Unavailable Workstation' Devices) (Total Number of Devices) X 30 If the Reliability Calculation is more than.10, the Reliability Test will be deemed to have failed. Hardware or network failures other than those due to the inappropriate sizing or configuration of the hardware and system software specified in Exhibit E shall not cause failure of the Reliability Test. 6.03.3 PAYMENT SCHEDULE Payment of the fees for the goods and services included in Exhibit B 1 under this Agreement will be made as follows: A. Upon Delivery of Licensed Software and Documentation, 25% of Software License Fee, 25% Project Management Fee. B. Upon Installation of Licensed Software and converted data, 25% of Software License Fee, 50% of data conversion fees, 25% Project Management Fee. C. Upon successful completion of Acceptance Test, 40% of Software License Fee, 50% of data conversion fees, 25% Project Management Fee. D. Upon successful completion of Reliability Test, 10% of Software License Fee, 25% Project Management Fee. E. Fees for third party software will be invoiced upon Installation and authorized for payment upon completion. F. Fees for consulting, configuration, installation, and training services and travel expenses will be invoiced as completed and authorized for payment by Customer upon receipt. G. Upon Installation of customized interface to the RIMS CAD system, 50% of interface fees. H. Upon successful Acceptance Testing of said interface to the RIMS CAD system, 50% of interface fees. I. Payment for Escrow services will be made upon presentation of an invoice at any time following Acceptance Testing. VISIONAIR, INC. 16 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT 6.04 APPLICABLE TAXES The license fees specified in the Vendor's CPR Response (Price Forms--RF4 and RF5) include all items subject to applicable local, state or federal sales, use, excise, personal property or other similar taxes or duties. The Customer will pay taxes on only those items so indicated at the rates prescribed by law at the time of payment. Taxes based upon net income or any other tax normally paid by the Vendor shall be the sole responsibility of the Vendor. Items subject to taxes not indicated in the proposal response as taxable which may subsequently be charged to the Vendor by any taxing agency with reference to the purchase, lease/purchase or license included in this Agreement shall be the sole responsibility of the Vendor and will not be paid by Customer. 6.05 ADDITIONAL CHARGES Out-of-pocket expenses incurred by the Vendor for travel related, supplies, and other expenses shall be paid by Customer provided that the expenses have been prior approved by Customer, and such approval shall not be unreasonably withheld. Such expenses shall be limited to the lesser of actual or costs quoted in Vendor's CPR Response. 7.00 CUSTOMER RESPONSIBILITIES 7.01 CUSTOMER SUPPORT OF VENDOR Customer shall furnish to the Vendor priority access to the Customer's system for the period of time required by the Vendor for installation, testing, training, diagnostics, etc. Customer shall provide the following resources for Vendor's use in fulfillment of this Agreement: (a) One qualified Customer staff coordinator assigned to work with the Vendor's representative on the installation of the Licensed Software, acceptance, training, conversion and maintenance. Customer representative shall have sufficient authority to make decisions for Customer consistent with City Council direction. Customer understands that Vendor will rely upon a staff member having such authority. (b) The availability of Customer's personnel upon reasonable request of Vendor to answer questions and advise Vendor on Customer's facilities, operations and requirements. (c) Adequate office space at Customer's premises for Vendor personnel. (d) Customer shall provide input data in accordance with the agreed upon test and acceptance plan and procedures for use by the Vendor in acceptance testing. (e) The Customer shall specify conversion format and procedures that the Vendor shall complete at its expense. (� Upon completion of installation and training, and once final acceptance is signed off by the Customer, Customer shall be solely responsible for the operation and V SIONA'R, INC. 17 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT management of the systems exclusive of hardware maintenance and/or software support agreements. 8.00 WARRANTY OF PERFORMANCE AND LIMITATION OF LIABILITY 8.01 COMPLIANCE WITH STATE AND FEDERAL AUDIT REPORTING REQUIREMENTS As long as Customer maintains a continuous support agreement for the modules included herein, Vendor will use commercially reasonable efforts to ensure that all software modules will comply with any and all then current State and Federal audit reporting requirements, such that Customer will not be liable for program flaws which may violate any such requirements. In the event that the State or Federal government mandates a substantial change in reporting that requires Vendor programming resources in excess of a person -year of effort, Vendor will provide the additional programming services at cost and distribute the cost to all then -current licensed customers. Customer will agree to pay only its pro -rata share of such costs regardless of whether other Vendor customers participate. 8.02 CORRECTION OF ERRORS UNDER THE WARRANTY At no charge to the Customer, the Vendor will promptly correct technical errors or defects in the Licensed Software during the warranty period as specified in Section 8 of this Agreement, so that the Licensed Software will perform as described in the Documentation and the Functional Specifications Document attached hereto as Exhibit E. CUSTOMER ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS OF SUCH COMPLEXITY THAT IT MAY CONTAIN INHERENT DEFECTS, AND AGREES THAT AS VENDOR'S LIABILITY AND AS CUSTOMER'S REMEDY, VENDOR WILL PROVIDE ALL COMMERCIALLY REASONABLE PROGRAMMING SERVICES TO CORRECT DOCUMENTED CODE ERRORS WHICH DIAGNOSIS INDICATES WERE CAUSED BY A DEFECT IN AN UNALTERED VERSION OF THE DELIVERED LICENSED SOFTWARE. THIS REMEDY IS LIMITED TO "CODE ERRORS" ONLY AND DOES NOT INCLUDE ADDITIONAL FEATURES OR CUSTOMIZATION AGREED TO BY THE PARTIES. This nontransferable warranty is valid for a period of one (1) year, beginning on the date that the Licensed Software is first used operationally by the CUSTOMER. 8.03 If Vendor is unable, within the warranty period specified in Section 8.02, to repair or replace the Licensed Software to a condition as warranted, CUSTOMER shall be entitled to a refund of license fees paid for the Licensed Software, upon return of the Licensed Software module(s) to VENDOR. Any claim of warranty must be made not more than thirty (30) days after the expiration of the warranty period specified in this Section. 8.04 VENDOR agrees to indemnify and hold the CUSTOMER harmless from any and all costs, losses, damages, or expenses, including reasonable attorney's fees and court costs and the reasonable value of staff attorney's services, for personal injury, tangible property damage and other damages suffered by the CUSTOMER, its employees or third parties, VISIONAIR, INC. 18 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18. 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT, not party to this Agreement, which arise out of the negligent act or omission of VENDOR including but not limited to, the negligent design, manufacture, installation, or servicing of any part of the Licensed Software. 8.05 Except for the indemnification provisions of this Article, claims arising from either party's breach of its confidentiality obligations, and claims for bodily injury or tangible property damage caused by the fault of either party, VENDOR's and CUSTOMER's liability for damages under this Agreement, whether arising in contract, tort, or otherwise, even if the breaching party has been advised of the possibility of such damages, shall not exceed the amount paid by CUSTOMER to VENDOR herein. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.06 CUSTOMER acknowledges that due to the dynamic nature of the information technology industry and frequent product replacements and/or upgrades developed independently by third party vendors, VENDOR has no control over the turnover of product or obsolescence of technology of third party product. CUSTOMER also acknowledges that VENDOR develops its Network Hardware Specifications based upon all of the third party product information available to it. Therefore, with respect to third party hardware and software, CUSTOMER shall retain the responsibility for the costs of purchase and installation of upgrades necessary to maintain the functionality of the Licensed Software. Additionally, the accumulation of storage of records in CUSTOMER's database over an extended period of heavy use may require expanding the capacity and memory of the operating system in order to maintain performance at response times acceptable to the CUSTOMER. Subject to all of the affirmative duties and obligations of VENDOR under Attachment D (Software Service Agreement), it is the CUSTOMER's sole responsibility to maintain the operating system to ensure adequate response times. 8.07 VENDOR represents and warrants that it has the authority to enter into this Agreement and has obtained all rights and waivers necessary to grant the rights granted hereunder. VENDOR represents and warrants that the exercise of the rights granted in this Agreement does not infringe any third -party patent, copyright, trademark, trade secret, or other intellectual property right. 8.08 VENDOR shall defend and indemnify CUSTOMER against any and all claims brought against CUSTOMER, and shall hold CUSTOMER harmless from all corresponding damages, liabilities, settlements, costs and expenses (including attorney's fees), arising out of any claim that the exercise of any of the rights granted in this Agreement infringes any third -party patent, copyright, trademark, trade secret, or other intellectual property right. CUSTOMER shall give VENDOR prompt notice of, and authority to defend or settle, any such claim and shall give, at VENDOR's expense, reasonable information and assistance. 8.09 When notified of an action or motion that seeks to restrict the exercise of any of the rights granted herein, VENDOR may, (and in the case of a judgment, order, or injunction that restricts the exercise of any of the rights granted herein, shall), at its sole expense, (a) substitute other non -infringing software with equivalent functional capabilities, or, (b) modify the Licensed Software, while retaining equivalent functional capabilities, so that it no longer infringes. VISIONAIR, INC. 19 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT 8.10 VENDOR shall have no liability to CUSTOMER under this Section in the event infringement of any third -party patent, copyright, trademark, trade secret or other intellectual property right arises solely from (a) modification by CUSTOMER of Licensed Software, or (b) the combination of Licensed Software with equipment or software not authorized or provided by VENDOR or otherwise approved by VENDOR. 8.11 IMPLIED WARRANTIES RELATIVE TO PERFORMANCE THE WARRANTIES CONTAINED IN SECTION 8.02 CONSTITUTE THE ONLY WARRANTIES MADE BY VENDOR WITH RESPECT TO THIS AGREEMENT. SUCH WARRANTIES ARE IN LIEU OF, AND CUSTOMER HEREBY WAIVES, ALL OTHER WARRANTIES OR GUARANTEES OF VENDOR, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, OR FREEDOM FROM ERROR OF OPERATION, USE, AND FUNCTION OF THE LICENSED SOFTWARE. 8.12 YEAR 2000 COMPATIBILITY The Software will "operate accurately" (as defined below), and will not abruptly end or provide invalid or incorrect results, before, on, and after January 1, 2000. For purposes hereof, a failure to "operate accurately" exists if any one or more of the following properties or capabilities is lacking: (i) execution of calculations using dates with a four - digit year; (ii) functionality (both on-line and batch) including, but not limited to, entry, inquiry, maintenance, and update, to support four -digit year processing; (iii) interfaces and reports that support four -digit year processing; (iv) successful transition, without human intervention, into the year 2000 using the correct system date (e.g. 01/04/2000); (v) after transition to the year 2000, continued processing with a four -digit year without human intervention; (vi) correct calculation of leap year; and (vii) provision of correct results in forward and backward data calculation spanning century boundaries, including the conversion of previous years currently scored as two digits. 8.13 ORAL REPRESENTATIONS No Customer or Vendor employee has the authority to bind either party to any oral representation or warranty. 8.14 PROGRESS REPORTS The Vendor will use the progress report form included in Exhibit A that defines the activities accomplished to date, the activities planned and any problems which have occurred or are anticipated from the point of contract signing until Final Acceptance. Progress reports will be prepared weekly prior to Acceptance and monthly thereafter by the Vendor and mailed to the Customer. Progress reports will be discontinued when the Customer, in its sole judgment, deems the system to be complete and in conformance with Vendor's Proposal and any subsequently agreed upon necessary modifications, and deems that Vendor's commitments, other than routine hardware support, to be completed. VISIONA R, INC 20 of 25 CITY OF SAN RAFAEL MARCH 18, 2002 8.15 NO DISABLING CODE VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT Vendor warrants that all Licensed Programs contain no disabling or corrupting code which would either prevent productive use of the software during the term of this agreement or that would damage or destroy Customer's data. 9.0 LIABILITY, INDEMNIFICATION AND DEFAULT 9.01 LIABILITY, INDEMNIFICATION AND DEFAULT Customer shall in no event be liable to the Vendor or other person claiming damages as a result of the use of the Licensed Software and Materials, for any damages whether direct or indirect, special or general, consequential, or incidental or arising from loss of profits. Vendor shall indemnify and hold harmless from any demands, claims or suits by a third party for loss, damages, expenses, liability, legal costs, and attorney's fees arising out of the Customer's use of the LICENSED SOFTWARE and Materials. After the successful completion of the acceptance period, failure by Customer or Vendor to comply with any term or condition under this Agreement(s) shall entitle the other party to give the party in default written notice requiring it to make good such default. Failure to make good such notified default within thirty (30) calendar days of such notice shall constitute breach of contract by the defaulting party and grounds for termination of this Agreement. 9.02 BANKRUPTCY/SUPPORT CESSATION In the event of the institution of proceedings by or against Vendor under federal or state bankruptcy laws and assignment or receivership for the benefit of creditors, Customer shall have the rights (at no additional cost) to a complete and documented copy of all related source code corresponding to the then current released version of the Licensed Software (for internal use and not for resale) shall precede any bankruptcy proceedings and stand before any trustee's claims for the benefit of creditors. In the event that the Vendor ceases to provide support for the Licensed Software, the Customer shall have the same rights as if the Vendor had declared bankruptcy. 9.03 INSURANCE Vendor, at its own cost and expense, shall purchase and maintain during the life of this Agreement a comprehensive liability policy that shall protect Vendor from claims for property damage and injuries to persons, including accidental death, and name the Customer as an additional insured under said policy in not less than the following amounts: • General Liability including personal injury and property damage in the amount of $1,000,000. • Automobile Liability, all automobiles, in the amount of $1,000,000 for combined single limit. In addition, the Customer shall be named as additional insured on such policies by endorsement (copy provided to customer), and shall be notified by the insurance carrier of VISIONAIR, INC. 21 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT any change in or cancellation of coverage. Vendor further agrees during the life of this Agreement to maintain, at vendor's expense, all necessary insurance for its employees, including, but not limited to, Workman's Compensation, disability, and unemployment insurance. Vendor shall furnish a notarized certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. The countersigned certificate shall name the Customer as an additional insured under the policy. The certificate shall contain a statement of obligation on the part of the insurance carrier to notify Customer of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change. The certificate shall be furnished by Vendor to Customer prior to execution of this Agreement by Customer. 9.04 LIMITATION OF LIABILITY The Vendor's liability for direct damages to Customer or others resulting from the performance of services under this Agreement shall not exceed the amount of the total of Licensed Software and Materials charges paid to the Vendor under this Agreement and all related agreements, and the total fees paid for training or other related payments paid to the Vendor. 10.00 GENERAL PROVISIONS 10.01 ASSIGNMENT This Agreement(s) may be assigned by Vendor to another person or organization which acquires all or substantially all of the assets of Vendor. Any other assignment by Vendor shall be made only with the prior written consent of Customer which consent shall not be unreasonably withheld provided that in the event of such assignment the proposed assignee has agreed to be fully responsible for Vendor obligations under this Agreement(s). 10.02 GOVERNING LAW This Agreement(s) shall be governed by and construed in accordance with the laws of the state of California. 10.03 ENTIRE AGREEMENTS)/AMENDMENTS This Agreement(s) constitutes the entire understanding of the parties with respect to the matter contained herein. There are no promises, covenants or undertakings other than those expressly set forth herein. This Agreement(s) may not be amended except by writing signed by authorized representatives of Customer and Vendor and approved by Customer's City Council. If any of the provisions of this Agreement are declared to be invalid, such provisions shall be severed from this Agreement and the other provisions hereof shall remain in full force and effect. VISIONAIR: INC. 22 Of 25 CITY OF SAN RAFAEL MARCH 18, 2002 10.04 CONSTRUCTION VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT A term or condition of this Agreement can be waived only by written consent of both parties. Title and paragraph headings contained in this Agreement are for convenient reference and do not constitute part of this Agreement and shall not affect the interpretation of this Agreement. This Agreement(s) shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. 10.05 SERVICE OF NOTICE Any notice required or permitted to be sent under this Agreement shall be delivered by hand or mailed by registered mail, return receipt requested, to the addresses of the parties first set forth in this Agreement. 10.06 ESCROW VisionAIR offers an escrow enrollment plan as an added service to customers: It is the CUSTOMER's responsibility to pay to the Escrow Agent the annual beneficiary maintenance fee in order to retain current status as an escrow beneficiary. The annual escrow maintenance fees for escrow beneficiaries at execution of this Agreement is two hundred dollars and no/100 ($200.00). Enrollment of the CUSTOMER in the escrow plan shall occur on or prior to the installation of the Licensed Software. Upon enrollment of CUSTOMER as a beneficiary to the escrow plan, CUSTOMER may be removed by VisionAIR or Escrow Agent as a named beneficiary only for: i.) default by CUSTOMER in payment to the Escrow Agent ii.) an uncured material default or breach of the Software License Agreement by CUSTOMER, iii.) termination of the Escrow Agreement according to its terms, iv.) written request of CUSTOMER for removal, or v.) the release of the source code to CUSTOMER according to the terms of the Software License Agreement and/or Escrow Agreement. In the event that VisionAIR should materially default in its obligations to CUSTOMER, terminate this Agreement, other than as permitted in accordance with the language herein, and/or fail or refuse to provide support and maintenance service for the Licensed Software while VisionAIR offers such service to any of its other customers, excluding a good faith dispute regarding an uncured and material breach or default of this Agreement by CUSTOMER, then CUSTOMER shall be entitled to the release of Source Code in escrow. VisionAIR shall authorize the Escrow Agent to release the Source Code to CUSTOMER according to the provisions in this paragraph and Section 5.1 of the Escrow Agreement. Additionally, if VisionAIR shall fail or refuse to provide support and maintenance service for the Licensed Software to CUSTOMER whether for reasons of bankruptcy, receivership, or termination of business, CUSTOMER shall be entitled to receive the Source Code and Documentation for the Licensed Software according to the provisions in this paragraph and Section 5 of the Escrow Agreement. The Source Code VISIONAIR, INC. 23 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18. 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT, shall be used for continued maintenance of the software only. All intellectual and proprietary rights shall continue to remain in VisionAIR subsequent to the release of the source code or termination of this Agreement. CUSTOMER acknowledges that advances in technology, software, and their operating platforms evolve over time and that support and maintenance programs evolve in response. CUSTOMER also acknowledges that the introduction of new technology may require VisionAIR in future years to alter support and maintenance service in order to remain current with such technologies. As such, the discontinuance of a specific product or version's support and maintenance program By VisionAIR, with at least one year prior notice, which is due to substantial advances in technology shall not constitute a failure or refusal on the part of VisionAIR to provide support and maintenance, so long as reasonable alternatives are offered to CUSTOMER by VisionAIR. 10.07 BUSINESS LICENSE Vendor must maintain an active City Business License through the term of this agreement as long as this License Agreement or related Software Support Agreement are in force. 10.08 COST 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 performance of this agreement, may enforce the reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 10.09 SERVICE OF NOTICE Any notice required or permitted to be sent under this Agreement shall be delivered by hand or mailed by registered mail, return receipt requested, to the addresses of the parties first set forth in this Agreement. Vendor: VisionAir, Inc. 5601 Barbados Boulevard Castle Hayne, NC 28429 Customer: Ken Nordhoff City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 VISIONAIR, INC. 24 of 25 CITY OF SAN RAFAEL VISIONAIR, INC. MARCH 18, 2002 APPLICATION SOFTWARE LICENSE/USE AGREEMENT, SIGNATURES: CITY OF SAN RAFAEL VISIONAIR, INC. City Manager Name: KiciAmLj> ikLA aDMAAI Title: P"s i b i= n1 i ATTEST: Ch . ?ty-'�Ierk „/1 r ty VISIONAIR, INC. 25 OF 25 CITY OF SAN RAFAEL VISIONAIR, INC. APPLICATION SOFTWARE LICENSEIUSE AGREEMENT - EXHIBIT Al: PROJECT AND PAYMENT SCHEDULE Project Schedule ID I Task Name Duration Start I Finish 1Resource_Names 1 Issue PC Hardware Bid I 1 day I Tue 12/18/01 I Tue 12/18/01 (Mark Rinkel 2 :I Issue PC Server Bid I 1 day I Tue 12/18/01 I Tue 12/18/01 (Mark Rinkel 3 I Sun Ridge contract 134.67 days I Tue 11/13/01 (Mon 12/31/01 (Mark Rinkel,Dennis Vlasic,Keith negotiations Schoenthal 4 I Vision contract 26 days IMon 11/26/01 Mon 12/31/01 (Mark Rinkel,Dennis Vlasic,Keith negotiations Schoenthal 5 Prepare Council Communication I 11 days I Tue 1/1/02 I Tue 1/15/02 (Mark Rinkel 16 City Council Approval 1 0 days I Mon 3/18/021 Mon 3/18/02 (Mark Rinkel 1 7 I CAD/RMS 1345.79 days IMon 11/19/011 Tue 3/18/03 1 1 8 I Geotile 1 106 days IMon 11/26/011 Mon 4/22/021 9 I Design Geofi Mark Rinkel,A1 Hoffman,Bill I 15 days 1leMon 11/26/01 I Fri 12/14/01 iVoigt,Keith Schoenthal 10 Build Geoflie - - -I 90 days Mon 12/17/01 Fri 4/19/02 Mark Rinkel,Al Hoffman,Bill I I lVoigt,Keith Schoenthal ill Immppos Geofile into I 1 day I Mon 4/22/02 Mon 4/22/02 (Mark Rinkel 12 Import Geofile into Vision 1 day I Mon 4/22/02 ( Mon 4/22/02 (Vision F13 Fibata Conversion 75.29 days Mon 11/19/01 Mon 3/4/02 I I (Police) Define data conversion _ Rinkeljohn Rohrbacher,Dana 14 needs JMark 14.29 days Mon 11/19/01 Fri 12/7/01 Rees,Al Hoffman,Records,D ispatch,O ffic er 5 Extract data r 21 days IMon 12/10/01 I Mon 117/02 Mark Rinkel,Al Hoffman,Liz Atchley ! F16 i Clean data j Mark Rinkel,Al } 30 days Tue 118/02 I Mon 2118102 iHoffman,Records,Dispatch I I _ F17I Converted data imported into RIMS 5 days Tue 2/19102 Mon 2/25102 ISRS Converted data checked 11-8 5 days I Tue 2/26/02 Mon 3/4102 Mark Rinkel,Al and tested Hoffrnan,Records,Dispatch 19 I Data Conversion (Fire) ` 99.33 days Fri 12/28/01 [—Thu 5116/02 I [20 Define data conversion needs i 11 days Fri 12/28/01 Fri 1111/02 Mark Rinkel,Keith Schoenthal F21 Receive quote for data conversion I M 15 da s on 1/14/02 Fri IMark y �days211102 Rinkel,Vision �� 22 Extract data 'Mark Rinkel,Keith Schoenthal,Liz 21 days I Mon 214/02 Mon 3/4;02 `Atchley 1—c—le �23an data 30 days Tue 315102 Mon 4115102 Mark Rinkel,Keith Schoenthal,Liz �— Atchley Exhibit A 1 CITY OF SAN RAFAEL VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT - EXHIBIT Al: PROJECT AND PAYMENT SCHEDULE 24 Submit data to Vision 0.33 days Tue 4/16/02I Mark Rinkel,Keith Tue 4/16/02 ISchoenthal,Vision 25 I Converted dataI imported into Vision 11 days I Tue 4/16/02 Wed 5/1/02 (Vision 126 I Converted data checkedI 11 days I Wed 5/1/02 I Thu 5/16/02 (Mark Rinkel,Keith Schoenthal,Liz and tested Atchley 27 i CUSTOM PROJECT: I 0 daysI Fri 4/19/02 I Fri 4/19/02 IVision,Mark Rinkel,Keith Fire Geofile Converted Schoenthal 28 I CUSTOM PROJECT: ( 0 days I Thu 5/16/02 I Thu 5/16/02 IVision,Mark Rinkel,Keith Hose Data Converted Schoenthal 29 I CAD/RMS Software 333.5 days Thu 12/6/01 I Tue 3/18/03 Install SRS installs server 30 software and 2 days Wed 5/1/02 Thu 5/2/02 SRS workstations Vision installs server 31 software and 2 days Wed 5/1/02 Thu 5/2/02 Vision workstations 32 I Build RIMS data 30 days Wed 5/8/02 I Tue 6/18/02 IMark Rinkel,A1 Hoffrnan,Dana validation tables Rees,Records,Dispatch 33 I Build Vision data I validation tables 30 days I Thu 5/9/02 I Wed 6/19/02 IMark Rinkel,Keith Schoenthal 34 I RIMS/Vision Interface 1 day Fri 5/3/02 I Fri 5/3/02 ISRS,Vision configured 35 I SRS configures PD 911I 1 day Fri 5/3/02 I Fri 5/3/02 (SRS interface 36 I SRS configures Fire( 1 day I Fri 5/3/02 ( Fri 5/3/02 (SRS 911 interface 37 (Adobe Software installed 1 day Fri 5/3/02 Fri 5/3/02 IMark Rinkel,Tech 38 I SRS configures mobileI 1 day I Wed 7/24/02 I Wed 7/24/02 (SRS interface Admin/Initial training - SRS,Mark Rinkel,A1 Hoffman,Dana 39 RIMS 2 days Mon 5/6/02 Tue 5/7/02 Rees,Dispatch,Records,Officer,Keith Schoenthal 40 Admin/Initial training -I 4 days I Fri 5/3/02 I Vision,Mark Rinkel,Keith Wed 5/8/02 ISchoenthal Vision 141 I CLETS Interface I 164 days I Thu 12/6/01 I Tue 7/23/02 42 ( CLETS Interface Design Complete 1 day Thu 12/6/01 I Thu 12/6/01 IMark Rinkel,Dana Rees 43 I Submit CLETS I design to DOJ 1 day Fri 12/7/01 Fri 12/7/01 IMark Rinkel,Dana Rees 44 ( J approved DOETS design I 1 day I Wed 1/30/02 I Wed 1/30/02 j I CLETS Network 45 Installed and 90 days Tue 3/19/02 Mon 7/22/02 Mark Rinkel Configured Exhibit A 1 CITY OF SAN RAFAEL VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT - EXHIBIT Al: PROJECT AND PAYMENT SCHEDULE CLETS Software 46 Interface Installed and 1 day Tue 7!23102 Tue 7/23/02 SRS Configured Acceptance Testing - SRS,Mark Rinkel,A1 Hoffman,Dana 47 RMS/Mobile (RIMS) 20 days Wed 7/24102 Tue 8/20/02 Rees,Dispatch,Records,Officer,Keith j Schoenthal [48 I Acceptance Testing - C 20 days F Thu 5/16,102 ( Thu 6/13/02 ISchoenthal Vision,Mark Rinkel,Keith Vision F49 Acceptance Testing - 20 days Thu 10/3/02 Wed 10/30/02 I SRS,Keith Schoenthal,Mark Rinkel Fire CAD (RIMS) [50 I Develop PD Procedures 34.29 days Wed 5/8 /02 Tue 6/25/02 SRS,Mark Rinkel,Al Hoffman,Dana f f Rees,Dispatch,Records,Officer [51 I Acceptance Testing - 20 days FThu 1013/02 Wed 10/30/02 iRees,Dispatch,Records,Officer SRS,Mark Rinkel,Al Hoffinan,Dana PD CAD (RIMS) F52-1 Training - PD I 66 days I Wed 8/21/02 IWed 11/20-/0-2-1 53 I PD Dispatch trained I 15 days I Thu 10/31/02 [Wed 11/20/02 IDispatch,SRS 154 I PD Records trained I 30 days I Wed 8/21/021 Tue 10/1/02 IRecords,SRS 55 PD Supervisors trained r 30 days I Wed 8/21/02 Tue 10/1/02 ISupervisFors,SRS 156 I PD Officers trained I 30 days I Wed 8/21/02 j Tue 10/1/02 IOfficer,SRS 157 F PD InvestigationsI 30 days I Wed 8/21/02 I Tue 10/1/02 I Investigations,SRS trained 58 I PD Admin trained I 30 days I Wed 8/21/021 Tue 10/1/02 IAdministration,SRS 59 Training - Fire 1114.67 days I Thu 6/13/02 Wed 11/20/021 Fire Dispatch F60 Training I 15 days Thu 10/31/02 Wed 11/20/02 (Fire Personne],SRS Fire 61 Incident/Calendar/Per 21 days Thu 6113102 Fri 7/12102 Fire Personnel,Vision sonnel Training Fire SitelWater 62 Source/Equipment 21 days Thu 6/13102 Fri 7/12'02 Fire Personnel,Vision FTraining [63 Final data conversion 1 day Wed 8121102FWed8/21/02 Mark Rinkel completed PD F ` Go Live w/ PD 1 day . Wed 1012102 I Wed 10/2102 ISRS,Mark Rinkel,Al Hoffinan,Dana RMS/Mobile Rees,Dispatch,Records,Officer 165 r—Go Live w/ Fire CAD 1 day I Thu 11/21/02 Thu 11/21/02 ISRS,Keith Schoenthal,Mark Rinkel Schoenthal,Mark 66 Go Live w:' FireRMS 1 day Fri7112102I Mon7/15:02 IKeith Rinkel,Vision —I Go Live w/ PD CAD 1 da11/21/02 ISRS,Mark Rinkel,Al Hoffman,Dana 67 y Thu 11/21/02 Thu (RIMS) W I IRees,Dispatch,Records,Officer FReliability Testing� �FSRS,Mark Rinkel,Al Hoffman,Dana 68 RMS/Mobile (RIMS) 20 days Thu 1013102 [Wed 10/30/02 IRees,Dispatch,Records,Officer F 69r Reliability Testing Vision,Mark Rinkel,Keith I 69 Vision 20 days Mon 7115102 [Mo n 8/12102 Schoenthal 70 Reliability Testine PD 1 17.5 days I Fri 11/22/02 rTue 12/17102SRS.Mark Rinkel.A1 Hoffman.Dana Exhibit Al CITY OF SAN RAFAEL VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT - ExHBIT Al: PROJECT AND PAYMENT SCHEDULE Exhibit Al & Fire CAD (RIMS) Rees,Dispatch,Records,Officer,Keith Schoenthal 71 I Live for 3 monthsI 60 days I Tue 12/17/02 I Keith Schoenthal,Mark Tue 3/11/03 iRinkel,Vision 72 I Follow-up Training -I 5 days Tue 3/11/03 I SRS,Mark Rinkel,A1 Hoffman,Dana Tue 3/18/03 iRees,Dispatch,Records,Officer PD 73 Follow-up Training - 5 days I Tue 3/11/03 Keith Schoenthal,Mark Tue 3/18/03 lRinkel,Vision Fire CUSTOM PROJECT: 74 SRS configures pager 0 days Fri 11/1/02 Fri 11/1/02 SRS interface CUSTOM PROJECT: 75 Fire CAD Unit Move -up 0 days Tue 8/20/02 Tue 8/20/02 SRS Feature Completed CUSTOM PROJECT: 76 ProQA Interface 0 days Mon 2/3/03 Mon 2/3/03 SRS,Mark Rinkel,Keith Schoenthal Completed 77 CUSTOM PROJECT: Vision/RiMS Interface 0 days Tue 8/20/02 Vision,Keith Schoenthal,Mark Tue 8/20/02 Complete Rinkel 78 I CUSTOM PROJECT: Fire Paging Interface 0 days I Fri 11/1/02 I Fri 11/1/02 ISRS,Mark Rinkel,Keith Schoenthal 79 I CUSTOM PROJECT: ( Fire "Reflex Time" 0 days I Tue 8/20/02 Tue 8/20/02 (SRS Mark Rinkel,Keith Schoenthal ' 80 I CUSTOM PROJECT: I Fire Printer Enhancement 0 days I Tue 8/20/02 I Tue 8/20/02 ISRS,Mark Rinkel,Keith Schoenthal CUSTOM PROJECT: 81 PD Keyboard RP 0 days Tue 8/20/02 Tue 8/20/02 SRS,Mark Rinkel Validation 82 I CUSTOM PROJECT: I PD Property ID Field 0 days I Tue 8/20/02 I Tue 8/20/02 ISRS,Mark Rinkel CUSTOM PROJECT: 83 PD Mobile Continuous 0 days Fri 11/1/02 Fri 11/1/02 SRS,Mark Rinkel Update CUSTOM PROJECT: 84 PD CAD Incident 0 days Tue 8/20/02 Tue 8/20/02 SRS,Mark Rinkel Refresh CUSTOM PROJECT: 85 PD Vehicle Make Drop 0 days Tue 8/20/02 Tue 8/20/02 SRS,Mark Rinkel Down 86 I CUSTOM PROJECT: I 0 days Mon 12/16/02 Mon 12/16/02 (SRS,Mark Rinkel PD Data Sharing 87 I PC REPLACEMENT I 26 days I Tue 3/19/02 I Tue 4/23/02 88 I Workstations ordered I 1 day I Tue 3/19/02 I Tue 3/19/02 (Mark Rinkel,PC Vendor 89 I Workstations arrive I 10 days I Wed 3/20/02 I Tue 4/2/02 (Mark Rinkel,PC Vendor 90 I Police workstations installed 15 days Wed 4/3/02 Tue 4/23/02 Tech Exhibit Al CITY OF SAN RAFAEL VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT - EXHIBIT A1: PROJECT AND PAYMENT SCHEDULE 91 PD Investigations laptops 10 days Wed 4/3/02 113 configured for CDPD installed network l 92 I PPD Invg stigations I 5 days ( Wed 4/17/02 1 day I Tue 3/19/021 Tue 3119102 IMark Rinkel _ 1171 Order Rack 1 day I Tue 3119102 I Tue 3119102 Mark Rinkel 118 l Servers Arrive 93 I Fire workstations I 15 daysI Wed 4/3/02 F1201 Install Rack j installed 121 Install new PDC 1 5 days Fri 4119/02 Thu 4/25/02F 1 Fire printers installed I 5 days I Thu 5/23/021 j194 95 ! CDPD Frame Relay I 1 day ( Tue 3/19/02 I i Network Ordered CDPD Frame relay 96 network hardware/line 30 days Wed 3/20/02 installed Tue 4/16/02 Tech Tue 4/23/02 (Tech Tue 4/23/02 (Tech Wed 5/29/02 (Tech Tue 3/19/02 (Mark Rinkel,AT&T Wireless Tue 4/30/02 Mark Rinkel,AT&T Wireless 97 PD WAN I 24 days I Tue 3/19/02 1 Fri 4/19/02 198 1 DSL lines ordered I 1 day I Tue 3/19/02 1 Tue 3/19/02 (Mark Rinkel,Dan White 199 1 PIX 501s ordered ( 1 day I Tue 3/19/02 I Tue 3/19/02 (Mark Rinkel F1001 DSL Installed I 21 days I Wed 3/20/02 [Wed 4/17/02 IDan White F1011 Pix 501s arrive 1 21 days I Wed 3/20/02 I Wed 4/17/02 (Mark Rinkel [1021 Pix 501s 2 days I Thu 4/18/02 I Fri 4/19/02 (Mark Rinkel,Tech installed/configured [I—C3FIRE WAN I 47 days I Tue 3/19/02 FWed 5/22/02 I 1104 1 T-ls Ordered I 1 day I Tue 3/19/02 1 Tue 3/19/02 IDan White 11051 WAN equipment ordered I I day I Tue 3/19/02 1 Tue 3/19/02 (Mark Rinkel,Keith Schoenthal 11061 WAN equipment arrives I 25 days I Wed 3/20/021 Tue 4/23/02 (Mark Rinke],Keith Schoenthal 107 T -Is Installed 1 10 days I Wed 3/20/02 � Tue 4/2/02 IPac Bell,Dan White 108 WAN equipment 21 days Wed 4/24/02 Wed 5/22/02'Dan White,TEA installed/configured 109 I MOBILE COMPUTING I 91 days Tue 3119102 I Tue 7/23/02F 110.1 Mobile hardware ordered —1 day I Tue 3119102 Tue 3119/02 IMark Rinkel F111 1 Mobile hardware arrives 1 60 days Wed 3/20102F—Tue 6111/021Tech [112 Mobile hardware installed 30 days Wed 6112102 Tue 7123102 [Tech Mobile hardware 113 configured for CDPD f 5 days Wed 6/12102 Tue 6118/02 Tech network l 1114 { Mobile software installed 5 days �ed 6/12102 1 Tue 6118102 Tech 115 1 SERVERS 33 days I Tue 3/19102 Thu 512/02 116 FOrder Servers 1 day I Tue 3/19/021 Tue 3119102 IMark Rinkel _ 1171 Order Rack 1 day I Tue 3119102 I Tue 3119102 Mark Rinkel 118 l Servers Arrive X21 days I Wed 3120102 Wed 4117102 Mark Rinkel 119 Rack Arrives 21 days Fw—ed 3120/02 Wed 4/17102 FMrk Rinkel,Tech F1201 Install Rack I 1 day FThu 4118/02 I Thu 4118102 Mark Rinke1,Tech 121 Install new PDC 1 5 days Fri 4119/02 Thu 4/25/02F 1221 Install/confieure 1 day Fri 4119102 Fri 4119102 IMark Rinkel,Tech Exhibit A 1 CITY OF SAN RAFAEL VISIONAIR, INC. APPLICATION SOFTWARE LICENSEIUSE AGREEMENT - EXHIBIT Al: PROJECT AND PAYMENT SCHEDULE hardware 123 Install software 124 Migrate data from old 1 day PDC 11251 Install new BDC 1261 Install/configure 130 I hardware 11271 Install software 1281 Migrate data from old 1 day BDC 1291 Install Primary RIMS I Server 130 I InstalUconfigure Install/test back-up software hardware 131 I Install O/S and SQL 137 f Server 1321 Install/test back-up InstalUco�gure hardware software 133IInstall PD Message 1.5 days Thu 4/25102 Fri 4/26/02 (Mark Rinkel,Tech Switch Server 1.5 days I Mon 4/22/02 2.5 days I Tue 4/23/02 5 days I Fri 4/26/02 1 day I Fri 4/26/02 1.5 days Mon 4/29/02 2.5 days I Tue 4/30/02 I Tue 4/23/02 (Mark Rinkel,Tech Thu 4/25/02 Mark Rinkel,Tech Thu 5/2/02 I Fri 4/26/02 (Mark Rinkel,Tech Tue 4/30/02 (Mark Rinkel,Tech Thu 5/2/02 (Mark Rinkel,Tech 4.5 days I Thu 4/18/02 1 Wed 4/24/02 1.5 days Thu 4/18/02 I Fri 4/19/02 Mark Rinkel,Tech 1.5 days Fri 4/19/02 Mon 4/22/02 Mark Rinkel,Tech I 1.5 days Tue 4/23/02 Wed 4/24/02 (Mark Rinkel,Tech 4 days Wed 4/24/02 Tue 4/30/02 Exhibit Al Install/configure134 hardware 1 day Wed 4/24/02 Thu 4/25/02 Mark Rinkel,Tech 11351 Install Or S I 1.5 days I Thu 4/25/02 I Fri 4/26/02 (Mark Rinkel,Tech [136 Install/test back-up software 1.5 days Mon 4/29/02 Tue 4/30/02 I Mark Rinkel,Tech 137 f Install FD Message Switch Server 4 days Wed 4/24/02 Tue 4/30/02 I [1381 InstalUco�gure hardware 1 day Wed 4/24/02 Thu 4/25/02 Mark Rinkel,Tech 11391 Install O/S 1.5 days Thu 4/25102 Fri 4/26/02 (Mark Rinkel,Tech 1401 InstalUtest back-up software 1.5 days Mon 4/29/02 Tue 4/30/02 Mark Rinkel,Tech F141 Install Primary Fire 4.5 days Wed 4/24102 Tue 4/30/02 y Server , 142 r14 21.5 Install' 'configure hardware days T I Wed 4124/02 j Thu 4/25/02 Mark Rinkel,Tech [1431 Install O/S and SQL Server 1.5 days Fri 4/26102 Mon 4/29/02 (Mark Rinkel,Tech __ 144 InstalUtest back-up software 1.5 days Mon 4129102 Tue 4/30102 Mark Rinkel,Tech 145 Analysis F84.5 daysF Fri 1119101 Thu 3/7/021 [1461 ATAC Software Installation 1 day FFri 11/9101 Fri 11/9/01 Mark Rinkel,A1 Hoffman 11477 Omega Group Installation 84.5 days Fri 11/9/01 Thu 3/7/02 Exhibit Al CITY OF SAN RAFAEL VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT - EXHIBIT Al: PROJECT AND PAYMENT SCHEDULE 11481 Install CrimeView 149 1 Install FireView 150 FCrimeView Training 1 151 FireView Training 1 �1 Post Installation 152 j Follow-up Training - CrimeView Post Installation 153 Follow-up Training - FireView Exhibit A 1 0.5 days I Frill/9/011 Fri 11/9/01 (Mark Rinkel,A1 Hoffman 0.5 days Fri 11/9/011 Fri 11/9/01 (Mark Rinkel,Keith Schoenthal 2 days I Fri 11/9/01 FTue 11/13/01 (Mark Rinkel,Al Hoffman 2 days I Fri 11/9/01 Tue 11/13/01 (Mark Rinkel,Keith Schoenthal 2 days Tue 3/5/02 Thu 3/7/02 Mark Rinkel,A1 Hoffman 2 days Tue 315102 FThu 3/7/02 Mark Rinkel,Keith Schoenthal CITY OF SAN RAFAEL VISIONAIR, INC. APPLICATION SOFTWARE LICENSE/USE AGREEMENT - EXHIBIT A2: PROGRESS REPORT FORMAT City of San Rafael Public Safety Information System Project Monthly Progress Report Vendor: Date: Reporting Period: Progress since the last report: Items behind schedule/recovery plan: Tasks planned for next reporting period: Items of Concern/Identified actions required of City: Exhibit A2 Release Date: 9/18/01 Due Date: 10/10/01 Application Modules Solution and Components Prop 'X' 4.1.0 IMPLEMENTATION - REQ'D ACCEPTANCE TESTING A. Preliminary Training B. Monitoring and Support C. Data Conversion Test Data PROJECTSUPPORT D. Preliminary Planning E. Project Management F. Procedural Consulting RELIABILITY TESTING G. On-site Technical Support H. Test Statistics OTHER Geo Conversion File Conversion City of San Rafael Vendor: Public Safety Information System Cost Proposal VisionAIR Application/Module/Component Cross # Con- License Fees Customization Description Reference current & Costs Maintenance Users/ Qty. Product Cost From RF4A 1st Year Annual ITOTAL 14.1.0 IMPLEMENTATION - REQ'D Exhibit B Is Is Is Is Release Date: 9/18/01 Due Date: 10/10/01 Application Modules Solution and Components Prop 'X' 4.1.3 Fire - REQ'D A. RMS B. NFIRS 5.0 C. Inspections & Permits D. Personnel Training & Mgmt E. Hydrant Mgmt F. Equip Mgmt G. Software Escrow X. RiMS Interface TOTAL Exhibit B it City of San Rafael Public Safety Information System Cost Proposal Application/Module/Component Cross # Con- License Fees Customization Description Reference current & Costs Users/ Qty. Product Cost From RRA VisionFire Records X Included in VisionFire Records X Included in VisionFire Records X Included in VisionFire Records X Included in VisionFire Records X Included in VisionFire Records X Maintained Software Escrow Account X Interface from VisionFire to Sun Ridge CAD 4.1.3 Fire - REQ'D Vendor: VisionAIR Maintenance 1st Year I Annual 15 $ 23,170 $ - $ 3,476 1 $ 3,823 Included in Included in FireRMS 15 $ - FireRMS FireRMS Included in Included in FireRMS 15 $ - FireRMS FireRMS Included in Included in FireRMS 15 $ - FireRMS FireRMS Included in Included in FireRMS 15 FireRMS FireRMS Included in Included in FireRMS 15 FireRMS FireRMS FireRIMS $ 200 $ 200 $ 15,000 1$38,170 Is 1$3,676 1$4,023 Release Date: 9/18/01 Due Date: 10/10/01 Application Modules Solution and Components Prop 'X' 14.2.0 IMPLEMENTATION - DES'D ACCEPTANCE TESTING A. Preliminary Training (B. Monitoring and Support C. Data Conversion Test Data PROJECT SUPPORT _ D. Preliminary Planning E. Project Management F. Procedural Consulting RELIABILITY TESTING G. On-site Technical Support H. Test Statistics OTHER TOTAL Exhibit B City of San Rafael Vendor: Public Safety Information System Cost Proposal VisionAiR Application/Module/Component Cross # Con- License Fees Customization Description Reference current & Costs Maintenance Users/ Qty. Product Cost From RF4A 1st Year Annual 14.2.0 IMPLEMENTATION - DES'D Is $ Release Date: 9/18/01 Due Date: 10/10/01 Application Modules Solution and Components Prop 'X' 14.2.5 Fire - DES'D A. Time Entry & Accounting TOTAL Exhibit B 1 4.2.5 Fire - DES'D City of San Rafael Vendor: Public Safety Information System Cost Proposal VisionAIR Application/Module/Component Cross # Con- License Fees Customization Description Reference current & Costs Maintenance Users/ Qty. Product Cost From RF4A 1st Year Annual Is Is Is Is Release Date: 9/18/01 Due Date: 10/10/01 Application Modules Solution and Components Prop 'X' 4.3.0 IMPLEMENTATION - OPT'L ACCEPTANCE TESTING A. Preliminary Training B. Monitoring and Support C. Data Conversion Test Data PROJECT SUPPORT D. Preliminary Planning E. Project Management F. Procedural Consulting RELIABILITY TEST 'NG G. On-site Technical Support H. Test Statistics OTHER TOTAL Exhibit B City of San Rafael Vendor: Public Safety Information System Cost Proposal VisionAIR Application/Module/Component Cross # Con- License Fees Customization Description Reference current & Costs Maintenance Users/ Qty. Product Cost From RF4A 1st Year Annual 1 J I 14.3.0 IMPLEMENTATION - OPT'L Is is Is Is Release Date: 9/18/01 Due Date: 10/10/01 Application Modules Solution and Components Prop 'X' 4.3.2 Fire - OPT'L A. Investigations & Analysis B. Equip Mgmt (Vehicles) TOTAL Exhibit B 14.3.2 Fire - OPT'L City of San Rafael Public Safety Information System Cost Proposal Application/Module/Component Cross # Con- License Fees Customization Description Reference current & Costs Users/ Qty. Product Cost From RF4A Vendor: VisionAIR Maintenance 1st Year Annual Release Date: 9/18/011 Due Date: 10/10/01 Application Modules Solution and Components Prop Service Des 'X' 4.1.0 IMPLEMENTATION - REQ ACCEPTANCE TESTING City of San Rafael Vendor: VisionAlR Administrative Software Cost Proposal Support Services Travel/ Transportation in Resource Level Days Daily Rate # of Trips Per Diem Costs TOTAL A. Preliminary Training B. Monitoring and Support Part of Project Management C. Data Conversion Test Data PROJECT SUPPORT D. Preliminary Planning E. Project Management Project Management F. Procedural Consulting RELIABILITY -TESTING G. On-site Technical Support Installation H. Test Statistics Installation OTHER West Coast Proj. Mgr. 1 $ 2,317 Geo Conversion Conversion of the GEO files DTS File Conversion Conversion of the Hose Data Files I DTS TOTAL Exhibit C 1 $ 7,500 1 $ 7,500 1 3 1 I I Is $2,317 $ $7,500 $7,500 ($17,317 Release Date: 9/18/01 City of San Rafael Vendor: Visit Due Date: 10/10/01 Administrative Software Cost Proposal Training L°J Application Modules Solution Class Description & Travel Costs and Components Prop Location On Site Training Off Site Training for On-Site Training Class Rate Per Max # Class Rate per Trip Per 'X' Days Class Students Students Days Student Day Total Mtls # Trips Costs Diem TOTAL 4.1.0 IMPLEMENTATION - REQ ACCEPTANCE TESTING A. Preliminary Fire Sys. Admin. + two _ Training days basic training 5 $ 1,200 15 $6,000 B. Monitoring and Support $ C. Data Conversion I { Test Data I PROJECT SUPPORT D. Preliminary Planning $ E. Project Management $ F. Procedural Consulting RELIABILITY TEST.NG G.On-s-it e Technical Support $ H. Test Statistics I $ I I $ OTHER Geo Conversion $ File Conversion I $ $ TOTAL 15 I I II I I Is I I$ I ($6,000 Exhibit C Release Date: 9/18/01 Due Date: 10/10/01 Application Modules Solution and Components Prop 'X' City of San Rafael Vendor: VisionAIR Administrative Software Cost Proposal Support Services Travel/ Transportation Service Description Resource Level Days Daily Rate # of Trips Per Diem Costs TOTAL 4.1.3 Fire - REQ'D X A. RMS Installation and network configuration 1 $ 6,300 X B. NFIRS 5.0 Included in FireRMS C. Inspections & X Permits Included in FireRMS D. Personnel X Training & Mgmt Included in FireRMS X E. Hydrant Mgmt Included in FireRMS X F. Equip Mgmt Included in FireRMS G. Software X Escrow X. RiMS Interface X ITOTAL 1 Exhibit C $6,300 $ 1$6,300 Release Date: 9/18/01 City of San Rafael Vendor: Visit Due Date: 10/10/01 Administrative Software Cost Proposal Training L°J Application Modules Solution Class Description & Travel Costs and Components Prop Location On Site Training Off Site Training for On -Site Training Class Rate Per Max # Class Rate per Trip Per 'X' Days Class Students Students Days Student Day Total Mtls # Trips Costs Diem TOTAL 4.1.3 Fire - REQU X A. RMS FireRMS at agency 16 $ 1,200 15 $18,600 X B. NFIRS 5.0 Included in FireRMS $ C. Inspections & X Permits Included in FireRMS $ D. Personnel X Training & Mgmt Included in FireRMS $ X E. Hydrant Mgmt Included in FireRMS $ X F. Equip Mgmt Included in FireRMS $ G. Software X Escrow $ X. RIMS Interface X TOTAL 1 16 11200 I I I I Is 1 1$ 1 1$18,600 Exhibit C Release Date: 9/18/01 Due Date: 10/10/01 Application Modules Solution and Components Prop ,XI 4.2.0 IMPLEMENTATION - DES ACCEPTANCE TESTING A. Preliminary Training B. Monitoring and Support C. Data Conversion Test Data PROJECT SUPPORT City of San Rafael Vendor: VisionAIR Administrative Software Cost Proposal Support Services Travel/ Transportation Service Description Resource Level Days Daily Rate # of Trips Per Diem Costs TOTAL D. Preliminary Planning E. Project Part of Project Management listed Management above F. Procedural Consulting RELIABILITY TESTING _ G. On-site Technical Support H. Test Statistics OTHER TOTAL Exhibit C $ $ $ $ $ $ Is Is Release Date: 9/18/011 Due Date: 10/10/01 Application Modules Solution Class Description & and Components Prop Location %4 4.2.0 IMPLEMENTATION - DES ACCEPTANCE TESTING A. Preliminary Training B. Monitoring and Support C. Data Conversion Test Data _PROJECTSUPPORT_ D. Preliminary Planning E. Project Management «- F. Procedural Consulting RELIABILITY TEST NG G. On-site Technical Support H. Test Statistics OTHER TOTAL I Exhibit C City of San Rafael Vendor: Visic Administrative Software Cost Proposal Training LoJ Travel Costs On Site Training Off Site Training for On -Site Training Class Rate Per Max # Class Rate per Trip Per Days Class Students Students Days Student Day Total Mtls # Trips Costs Diem TOTAL $ $ $ I 1 $ 1$ $ II I Is 1 1$ 1 1$ Release Date: 9/18/011 Due Date: 10/10/01 Application Modules Solution and Components Prop 14.2.5 Fire - DES'D A. Time Entry & Accounting ITOTAL Exhibit C City of San Rafael Vendor: VisionAIR Administrative Software Cost Proposal Support Services Travel/ Transportation Service Description Resource Level Days Daily Rate # of Trips Per Diem Costs TOTAL Is Is Release Date: 9/18/011 Due Date: 10/10/01 Application Modules Solution Class Description & and Components Prop Location 'X' 4.2.5 Fire - DES'D A. Time Entry & Accounting TOTAL Exhibit C City of San Rafael Vendor: Visi( Administrative Software Cost Proposal Training OR Travel Costs On Site Training Off Site Training for On -Site Training Class Rate Per Max # Class Rate per Trip Per Days Class Students I Students Days Student Day Total Mtls # Trips Costs( Diem TOTAL Is 1 1$ 1 1$ Release Date: 9/18/011 Due Date: 10/10/01 Application Modules Solution and Components Prop 'X' 4.3.0 IMPLEMENTAfiION - OFF ACCEPTANCE TESTING A. Preliminary Training B. Monitoring and Support C. Data Conversion Test Data Is PROJECT SUPPORT City of San Rafael Vendor: VisionAIR Administrative Software Cost Proposal Support Services Travel/ Transportation Service Description Resource Level Days Daily Rate # of Trips Per Diem Costs TOTAL D. Preliminary Planning E. Project Part of Project Management listed Management above F. Procedural Consulting RELIABILITY TESTING G. On-site _.._ Technical Support H. Test Statistics OTHER TOTAL Exhibit C $ $ I$ $ $ $ Is is Release Date: 9/18/011 Due Date: 10/10/01 Application Modules Solution Class Description & and Components Prop Location KA 4.3.0 IMPLEMENTATION - OPT ACCEPTANCE TESTING A. Preliminary Training B. Monitoring and Support C. Data Conversion Test Data PROJECT SUPPORT D. Preliminary Planning E. Project Management F. Procedural Consulting RELIABILITY TEST NG G. On-site Technical Support H. Test Statistics OTHER TOTAL Exhibit C City of San Rafael Vendor: Administrative Software Cost Proposal Training L°RJ $ II I I Is Travel Costs On Site Training Off Site Training for On -Site Training Class Rate Per I Max # I Class I Rate per I Trip Per I Days Class Students Students Days Student Day Total Mtls # Trips Costs Diem I $ $ $ II I I Is 1 1$ I 1$ Visit TOTAL Release Date: 9/18/01 City of San Rafael Vendor: VisionAIR Due Date: 10/10/01 Administrative Software Cost Proposal Support Services Travel/ Application Modules solution Transportation and Components Prop Service Description Resource Level Days Daily Rate # of Trips Per Diem Costs TOTAL 'X' 4.3.2 Fire - OPT'L A. Investigations & Analysis B. Equip Mgmt (Vehicles) TOTAL Exhibit C Is $ Is Release Date: 9/18/01 City of San Rafael Vendor: Due Date: 10/10/01 Administrative Software Cost Proposal Training LOR Application Modules Solution Class Description & Travel Costs and Components Prop Location On Site Training Off Site Training for On -Site Training Class Rate Per Max # Class Rateer P Tri Per P I I 'X' Days Class Students Students Days Student Day Total Mtls # Trips Costs Diem 4.3.2 Fire - OPT'L A. Investigations & Analysis B. Equip Mgmt (Vehicles) TOTAL Exhibit C Visit TOTAL VisionAIR, Inc. Attachment "D": Statement of Work SECTION I. GENERAL INFORMATION AND CUSTOMER PROFILE A. SALES REPRESENTATIVE INFORMATION NOTE: If this is a Multi -Jurisdictional Customer, a Statement of Work must be completed for each Agency. VisionAIR Sales Representative: Mark Roylance Date: Dec. 5, 2001 VisionAIR Project Manager: Ann Mar -ie PM Initials: PM Approval Date: NewtenDavid Britt Consultant: Kerry Consulting Consultant Contact: Dennis Vlasich Telephone: 909-621-6469 Fax: 909-626-7768 Email Address: dvlasich@askerry.com Consultant Mailing Address: 100 West Foothill Blvd., Claremont, CA 91711 B. LEGAL ENTITY INFORMATION (For Contracting) LEGAL ENTITY NAME: San Rafael Fire Department f Street Address: 1039 C Street City: San Rafael State: CA Zip: 94901 Telephone: 415-485-3304 Fax: 415-453-1627 Contact: Keith Schoenthal To whom should the Contract Package be mailed: Mark Rinkel i Name: Mark Rinkel Title: Systems Manager Telephone: 415-458-5302 Complete Address: 1400 Fifth Ave., P.O. Box 151560, San Rafael, CA 94915-1560 C. CUSTOMER NAME / ADDRESS / TELEPHONE CUSTOMER NAME: San Rafael Fire Department PO#: Customer Main Telephone: 415-485-3304 Fax: 415-453-1627 Training Room Telephone: 415-485-3304 Finance Office Telephone: 415-458-5001 CUSTOMER ADDRESS STREET CITY STATE ZIP Location Address: 1039 C Street San Rafael CA 94901 Training Center Address: 3530 Civic Center Dr. San Rafael C 9490 A 3 Shipping Address: 1039 C Street San Rafael CA 94901 Mailing Address: 1039 C Street San Rafael CA 94901 Customer is located in what COUNTY: Marin Is this a New or Current VisionAIR Customer: ® New Customer ❑ Current Customer If this is a Current VisionAIR Customer, is this a DOS to Windows UPGRADE: ❑ Yes ❑ No Is this an Addendum to an existing License: ❑ Yes ® No Date Existing License Signed: Additional Comments: A Purchase Order, if not available at time of signing contract, is requested within 30-45 days of date of signing contract, payment schedule and other related contract items. Please fax the Purchase Order to the attention of TJ in Accounts Receivable at 910-602-6190, or if available, please return with contract documents for processing. Exhibit D VisionAIR, Inc. Attachment "D": Statement of Work D. CUSTOMER ORI # / STATE SALES TAX INFORMATION / DOMAIN NAME NOTE: Customer must furnish VisionAIR with a Sales Tax Identification number and rate. If exempt, Customer must provide Vision with a Sales Tax Exempt Certificate as verification of the exempt status. The sales tax documentation must be provided to the Accounting Department at VisionAIR, Inc. (1-910- 602-6190) upon signing of the Contract. ORI Number: FDID#: 21075 Jurisdiction #:SNR (Marinwood Jurisdiction name: MRW) Domain Name: sanrafael State Sales Tax Status: N Taxable Ll Exempt (If exempt, Customer must provide Tax Exempt Certificate.) If Taxable, Sales Tax Rate: 7.25% Additional Comments: E. CONTACT INFORMATION Agency Head: Bob Marcucci Telephone: 415-485-3304 If Taxable, Sales Tax Identification #: 94-6000424 Title: Chief Fax: 415-453-1627 Email Address: bob.marcucci@ci.san- rafael.ca.us List the names and telephone numbers of personnel dedicated to the project: (List main contact first.) NAME TITLE PHONE EMAIL Mark Rinkel Systems Manager 415-458-5302 Mark.rinkel@srpd.org Keith Schoenthal Battalion Chief 1415-485-3304 I Keith.schoenthal@ci.san- rafael.ca.us Additional Comments: F. CUSTOMER PROFILE AGENCY TYPE: ❑ 911 Center XFire L Sheriff UJail Lj Private Sector ❑ Police []Airport Police ❑EMS ❑ Court ❑ College ❑ Other: ® Multi -Jurisdictional / # of Jurisdictions: 2 Total # of Firemen: 80 Sworn Officers: NA Detective: NA Civilian: NA Patrol: NA Dispatch: Jail: NA Admin: 15 Other: Total Pop. Served: 54,000 Day Population: 100,000 Night Population: 54,000 Seasonal Increase: Other: Agency Website: sanrafaelfire.org Indicate below the VisionAIR Public Safety Suite products the customer is automating: ❑ CAD ❑ RMS ❑ Mobile Data ❑ Jail ® Fire ❑ Court ❑ EMS ❑ GEO ❑ Other Additional Comments: The customer acknowledges that housing data for VisionRMS, JAIL, FIRE, and/or COURT on the same server results in the sharing of common master index data including Master Name, Master Property, Master Vehicle, and Master Address. In order to keep the master databases separate for each respective index, agencies not choosing to share master index data must utilize separate servers. Exhibit D VisionAIR, Inc. Attachment "D": Statement of Work This statement should be used in place of the above statement for Multi jurisdictional customers, with multiple agencies on a single RMS server. Otherwise, remove this statement. Note: VisionAIR offers an integrated solution. Data integration is achieved through use of the four master indices: Address; Name; Property and Vehicle. To promote access to master index data across all jurisdictions sharing the single database, all users have full access to all information in the master indices. While agency specific information is stored by ORI number in a sub -section of the database, it is linked to and searched for through the master indices. If an agency wishes to separate and host its own RMS Server, the current host agency would have to agree to create a data dump of ALL data in the Master Indices and all the information stored by the ORI number of the separating agency and deliver that data to the separating agency. Next, the host agency would erase all of the data associated with the ORI of the separating agency from its database. For the Vision RMS database, VisionAIR MNHS is NOT a solution that can be offered to the separating agency to manage the separation of current data. G. HARDWARE VENDOR INFORMATION NOTE: The customer is responsible for providing hardware that meets VisionAIR specifications as described in the Hardware Network Specifications Document. These hardware requirements are necessary for successful operation of the Windows NT version of the Vision applications software. Hardware Vendor: HP Contact Name: Totally computer — Sam Liang Telephone: 415-479-9980 Street Address: 4460 Redwood Hwy, Suite #7 City: san Rafael State: CA Zip: 94903 Is hardware vendor NT Certified? NYes U No Proposed hardware installation date: March 1, 2002 Hardware Maintenance Provider: HP (H3127A) Phone: Additional Comments: H. SITE ISSUES NOTE: -The cable must be at least CAT 5, tested, and Certified. VisionAIR does not provide cable installation. Cable installation means pulling cables, installing termination plates in walls and floors. VisionAIR is not responsible for any cable work done by any third party vendor. Transmission of data may be adversely affected by improper cable installation. -The Customer must provide VisionAIR with a report of cable verification (CATS Certification). Cabling was done several �,ears age before the Cit�, required report with eablever-ifleation. are willing 4& test and or-esent results for any susveet eabler -The Customer must provide VisionAIR with a diagram layout of the cable drop location, numbering, and relation to patch panel. Does customer have physical space for the staging of hardware configuration? ®Yes ❑ No If no, what modifications are planned and what is the planned completion date? Has customer made arrangements for cabling? NYes ❑ No If no, what is the planned completion date? Does customer have sufficient electrical outlets and power supply to accommodate new configuration of Exhibit D VisionAIR, Inc. Attachment "D": Statement of Work network and workstation hardware? XYes ❑ No (Note: one outlet per cpu and one per monitor) Does customer have physical space for all network hardware components? (this includes workstations, server location must have room for racks etc.) ®Yes ❑ No Is there an equipment room set aside for the rack, servers, hub, etc? XYes ❑ No Is Customer aware that it is mandatory for them to have a dedicated phone line and modem for support connectivity (RAS)? ®Yes ❑ No We also can provide VPN access. Are notebook computers or other portable computers to be used? ZYes ❑ No If yes, please explain how these computers will be used and how they will access the network: On the network Additional Comments: Cabling was done several years ago before the Citv required report with cable verification. We are willing to test and present results for anv suspect cable. SECTION II. CAD INFORMATION / ® N/A A. E911 INFORMATION/ ® N/A B. NCIC INFORMATION / ® N/A C. MAPPING INFORMATION / ❑ N/A NOTE: - VisionAlR does not warrant the completeness or accuracy of the data/map information provided by any Third Party Map program. VisionAIR provides the interface only. Attributes, characteristics and data provided via ArcView, or any other Map Programs sold through a third party vendor are not the responsibility of VisionAIR. The VisionAIR Mapping Software Product does not include importing or transferring of existing map files to ArcView, or any other Map Program. If file transfer/importing and/or digitization/manipulation of data provided by ArcView, or any other Map Program is required, these services must be detailed in the Statement of Work. Please attach a complete explanation of such services to this document. -Customer must provide a sample of the street file prior to software installation. A portion of the MapLink cost is for the license for MapObjects. MapObjects does not need to be purchased from ESRI if the MapLink interface is being licensed. VisionAIR will provide MapObjects version 2.0 for CAD. Current Map program: ® ARCVIEW ❑ Other: Map file format (.tab, .shp, etc.):.shp # workstations sharing mapping program: 15 Will mapping be used with RMS? ®Yes ❑No If yes, Customer must purchase The Omega Group's Crimeview license for each seat using mapping. Will mapping be used on same monitor as CAD? ❑Yes ®No Mapping Source contact name: Bill Voigt (Public Telephone: 415-485-3366 Works) Additional Comments: Exhibit D VisionAIR, Inc. Attachment "D": Statement of Work SECTION III. RMS INFORMATION / ❑ N/A A. RMS CRIME REPORTING / ® N/A B. LAW IMAGING INFORMATION / ® N/A C. JAIL RMS INFORMATION / ® N/A D. JAIL IMAGING INFORMATION / ® N/A E. FIRE RMS INFORMATION / ❑ N/A Contact name: Keith Schoenthal Telephone: 415-485-3304 Address: 1039 C Street, San Rafael, CA 94901 Number of calls for service per year: 6000 Number of units on duty at one time: NA Number of incidents per year: 6000 Number of departments: 2 Number of full time employees: 100 Target date to implement NIFRS 5.0 reporting? Upon Go Live Date Multi Jurisdictional M Yes ❑ No If yes, please complete the Multi -Jurisdictional Form. Additional Comments: SECTION IV. COURT INFORMATION / ® N/A A. MUNICIPAL COURT MODULE INFORMATION / ® N/A B. WARRANT PRODUCTION MODULE (WPM) INFORMATION / ® N/A C. JURY SELECTION MODULE INFORMATION / ® N/A SECTION V. MOBILE DATA / ® N/A A. CURRENT MOBILE DATA VENDOR INFORMATION B. MOBILE APPLICATIONS C. OTHER VENDOR INTERFACES Exhibit D s VisionAIR, Inc. Attachment "D": Statement of Work D. 3rd PARTY SERVICES E. STATE NETWORK COMMUNICATION PROTOCOL F. WIRELESS TECHNOLOGY G. ADDITIONAL MOBILE INFORMATION / NOTES SECTION VI. INTERFACES WITH 3RD PARTY SOFTWARE / CUSTOM MODIFICATIONS/ ❑N/A A. INTERFACES WITH 3D PARTY SOFTWARE/❑N/A NOTES: VisionAIR does not recommend installing WinBeep on the CAD Server. When WinBeep is purchased, a 2"d Modem is required. Customer must purchase the Yd Party Software necessary to interact with VisionAIR interfaces, ie., WinBeep, Zetron, ProQA, DBI upload services... ❑ CAD/paging(WinBeep) U Zetron (alert toning system) U Fingerprinting Interface ❑ ProQA for Windows/Medical Priority Dispatch System Software ® Vision FireRMS with other CAD ❑ Vision Mobile with other CAD ❑ CrimeView ❑ Other: Additional Comments: We will be interfacing our FireRMS with Sun Ridge's CAD product B. CUSTOM MODIFICATIONS/ ®N/A Describe in detail any Custom Modifications purchased as part of this project: SECTION VII. HISTORICAL DATA SECTION / ❑N/A A. CAD CONVERSION / ❑N/A (Not a CAD Conversion, this is to the Fire Records) Is this a Vision DOS to NT Conversion or a Third Party Conversion: LIDOS to NT XThird Party Is this a FULL CAD Conversion (Available to Vision DOS Customers only), or, a GEO Conversion: ❑FULL (Available to Vision DOS Customers only) ®GEO Jurisdiction Name (Do not exceed eight Characters): SNR List each 3rd Party Table to be converted: Hose Data table Additional Comments: Table will be stripped of all links, as the data will be the only thing converted. Data ii ill be converted prior to the start of acceptance testing, B. MASTER NAME HISTORICAL SUMMARY (MNHS) / ®N/A Exhibit D VisionAIR, Inc. Attachment "D": Statement of Work NOTE: VisionAIR uses the Master Name Historical Summary Methodology for handling historical data from other Records Management systems. This method is explained in detail in the VISION RMS Master Name Historical Summary Methodology Document. VisionAIR does not commit to the completion of the MNHS transfer of data before the customer's live date. All customers desiring MNHS are solely responsible for delivery of their data to VisionAIR on an acceptable media source, as well as the manipulation of their data to meet the format requirements mentioned in Exhibit 1 of Attachment _ Acceptable media types include CD-ROM, Zip drive(s), or Floppy disks using Pkzip or Winzip. It is . recommended that the customer maintain the current or old RMS system for a "lookup station" until all data has been transferred. The customer is required to submit their legacy data to the Data Transfer Services Department within 120 days of "Go Live". VisionAIR will perform one transfer of data to MNHS per customer. VisionAIR encourages each customer to provide sample data of at least, but no less than, Name data (Name _Table) and one or more of the Summary tables as specified in Section III of Attachment _ (Historical Table Structures). Once the Data Transfer department has verified that all of the sample or final data submissions meet the specified MNHS format requirements then an estimated completion date can be issued. Any additional services provided by the DTS department above and beyond the purchased MNHS package will be billed to the customer at an hourly rate. Is the Customer purchasing MNHS? ❑Yes ZDNo What Product lines: ❑RMS ❑Jail If the Customer is purchasing MNHS, has the Customer reviewed the attached VISION RMS Master Name Historical Summary (MNHS) Methodology Document and does the Customer agree to comply with the technical data format requirements outlined in the document? ❑Yes Customer's Initials: Date: PLEASE COMPLETE THE FOLLOWING INFORMATION ABOUT THE CUSTOMER'S CURRENT DATA FORMAT: Medium Data will be stored on: Data File layout will be provided with data (including field definitions): ❑Yes ❑No Customer Contact: Company/Individual responsible for putting historical data in VisionAIR specified data file layout: Indicate files to transfer: Please complete the following information about the files to be transferred: # of Years: Additional Comments: SECTION VIII. VISIONAIR APPLICATIONS NOTE: VisionAIR, Inc. provides software applications that are developed in house. These applications are sold as is and are considered to be "commercial off the shelf' software packages. They will be provided as is unless otherwise indicated in this Statement of Work Order Form. It is the sole responsibility of the customer to review and understand the features and functionality of the software and agree to take acceptance of purchased software as is unless otherwise indicated in this Statement of Work Order Form. Are any of the VisionAIR Software Applications or Interfaces being purchased still under development: ®Yes ❑No If yes, which ones: Interface to Sun Ridge CAD with our FireRMS What is the customer's understanding and expectations regarding this software until such time that it is released: Customer would like requires the interface to be installed prior to going live with the software. Additional comments: SECTION IX. VISIONAIR SOFTWARE MAINTENANCE AND SUPPORT Exhibit D VisionAIR, Inc. Attachment "D": Statement of Work Software Maintenance and Support Services are provided through renewable contractual agreements and are offered on two bases: Standard Support 5 X 8 (Monday through Friday 8am to 5pm), and/or, Premium Support 7 X 24 (Seven Days Per Week / 24 Hours Per Day. Agencies with these agreements are supplied with all updates and enhancements at no additional charge during the term of the agreement. Remote diagnostics and a toll free telephone support number are also included. To be able to perform remote diagnostics and to install executable changes to the software, the Customer must maintain a dedicated phone line and modem for the exclusive use of VisionAIR Support. Software Maintenance and Support services become effective the date the Customer first uses the Licensed Software operationally ("Goes Live"). The cost for ls` year software maintenance and support is included in this contract. The agency will be provided with a renewal quote annually. The Agency is responsible for renewing the coverage. Have VisionAIR and the Customer agreed to any terms or conditions regarding SW Maintenance and Support different than described above? ❑Yes ®No If yes, describe in detail: Additional comments: SECTION X. TRAINING VisionAIR will provide comprehensive training on the VisionAIR applications purchased as part of this project. CALCULATIONS OF TRAINING DAYS: Use the following formula for calculating the total training days for each module: [(# of people to be trained) - [(# of computers for training ) • (# of trainees per computer)]] • (Number of training days per module) = total number training days required or [(b) _ (c • d) ] • ( a) _ (e) total number of training days or [8=(2 •2)] • 2 = 4 days (Always round up for partial days) NOTE: The # of training days Per Module is based on a MAXIMUM class size of 15 with no more than 2 people per terminal. If there are more than 15 people to train and more than two people per terminal, more training days will be required. FIRE TRAINING Software # Training # Trainees # Computers # Trainees/ Total # Days Days Available Terminal Training Per Module (a) (b) (c) (d) (e) System Administration for Fire & 3.0 4 8 2 3 Setup* SA personnel — Fire Incident & Site 2.0 4 8 2 I 2 Fire Incident / Calendar / Personnel 1.0 80 8 2 I 6 Fire Site / Water Source / Equipment 1.0 80 8 2 I 6 Fire LIVE 1.0 NA NA NA 2 Refresher Course — Taught at later date 1.0 15 8 2 1 Advanced Fire** 0.5 4 8 2 .5 TOTAL DAYS ON-SITE FOR FIRE: 20.5 NOTE: * If the Fire System Administrators have been trained on RMS System Administration, then only 2 days are required. ** The Advanced FIRE class includes advanced training on Ad Hoc Reports and Standard reports. Exhibit D VisionAIk Inc. Attachment "D": Statement of Work Additional Training Information A qualified VisionAIR Software Training Specialist will train during standard office hours (8:00 am to 5:00 pm) unless specified otherwise in this Statement of Work, not to exceed 8 hours per day. The VisionAIR Trainer will provide hands on training. VisionAir will provide one master document per class and one compact disk of the documentation. The CUSTOMER is responsible for printing out the documentation for each class participant before the beginning of class. Training On Site: • VisionAIR requires at least a 3 -week notice for all rescheduling requests and cancellations. If a cancellation occurs within 3 weeks of the scheduled training, the agency will be required to pay for airfare or unused travel expenses incurred. • All on site training must be scheduled for no less than 2 days per trip. • The Customer is responsible for the following unless specifically stated otherwise in this Statement of Work: providing adequate training facilities and all the hardware necessary for training; setting up the facilities for training; breaking down the facilities; and relocating the hardware to the appropriate place within the customer's facility at the completion of training. Adequate facilities include, but are not limited to, the following: physical space sufficient enough to accommodate the trainees; adequate electrical power and outlets; sufficient PC's for "Hands On" experience for each trainee (no more than 2 persons per PC recommended); and, installing the hardware to be used which includes setting up the hardware and installing all cables, power supply, telephone lines, etc.. Facilities should be ready for training to begin when the VisionAIR trainer arrives. Printing out documentation supplied by VisionAir. Training Center Location: 3530 Civic Center Drive If the Customer will be trained ON SITE is there adequate physical space for training at the Customer location? Yes No If no, where will the training be held? In a trailer in the narkine lot. Training Room Telephone # (# where VisionAIR Trainer can be reached): 415-485-3304 Have the travel and related expenses been included in the pricing for ON SITE Training? ®Yes ❑No NOTE: Unless Travel and Related Expenses have been included in the pricing for On Site training, the Customer will be billed the travel and related expenses incurred by the VisionAIR Trainer. Has VisionAIR and the Customer agreed to any special arrangements or terms regarding training different than those described above? ❑Yes ®No If yes, describe in detail: Additional comments: SECTION XI. CONFIGURATION/INSTALLATION NOTE: Customer must provide VisionAIR with a detailed inventory list (both software and hardware) and a network diagram as an attachment to the Statement of Work. Network Configuration: The items delineated below must be complete before a network is considered functional. This may be accomplished by the customer, a third party integrator, or the customer may purchase these services from VisionAIR. 1.) NT Server (PDC, BDC, VisionAIR Application Server) • Operating System Installation (NT Server) • Additional NIC cards Installation (If Mirrored) • Domain Configuration Exhibit D • Security Configuration • Service Pack Installation • TCP/IP Configuration VisionAlk Inc. Attachment "D": Statement of Work 2.) Workstation • Tape device Installation (Admin PC) • Operating System Installation (NT • Modem configuration (Admin PC) A'orlotatianWindows 2000) • Service Pack Installation NOTE: To preserve factory warranty, all integrated devices (e.g. additional processors in servers and/or workstations, memory) must be factory installed or installed by factory -approved technicians. VisionAIR will not install integrated devices. NOTE: The CAD Fax Server must utilize an external modem, not an internal DigiBoard modem. NOTE: Reference contract attachment, Network Hardware Specifications, "Setup Standards for Servers and Workstation" for detailed setup requirements NOTE: VisionAIR requires the Customer purchase or provide a licensed copy of Host Only NetOp for remote dial -in services. Software Installation: VisionAIR representative will be responsible for installing VisionAIR developed Software products as well as additional 3`d party applications delineated below as part of Software Installation 1.1 NT Server • MS WINNT data dump (for backp u u • MS SQL Server • VINCA (If Mirrored) • VisionAIR Developed Products 2.) Workstation • MS SQL Client • VisionAIR Developed Products • Visio (Sketching Software for Applicable PC's) rposes) p • Backup Agent (if Seagate Backup is utilized) • Seagate Executive Backup Software (BDC only) • Remote Access Service (BDC Only) • Snappy (for Imaging PC) • Seagate Executive Backup Software (Admin PC) • MS WINNT Backup (Admin PC if Seagate option not selected • Remote Access Service (Admin PC) NOTE: Customer will have the option of placing the tape drive and Backup Software on either the BDC or Administrator's Workstation. Customer will have the option of placing Remote Access Service on either the BDC or Administrator's Workstation. Additional Services: The products and services listed below are not required to successfully install VisionAIR developed products, but may be purchased from VisionAIR to complete the configuration of the customer network. 1.) NT Servers • MS SNA Server (for NCIC access) • MS Exchange • MS SMS (Server Configuration) 2.) NT Workstations • Terminal Emulation • MS SNA Client (for NCIC access) • Attachmate TCP/IP (NCIC access) • Attachmate Pepgate (NCIC access SC only) • Rumba Arcview (Admin Station only) • Map Objects • Crystal Reports • Email setup • Crime View • Winbeep (paging software) • MS SMS (Client Configuration) 3.) Network peripherals • Jet Direct cards (Network Printing Capabilities) NOTE: The network architecture is designed as an open system. The list of additional services is subject to change as third parties and VisionAIR continue to develop new products. Also, new technology may be introduced to improve customer productivity. Exhibit D 10 VisionAIR, Inc. Attachment "D": Statement of Work Configuration/Installation: Use the grid below to indicate the components of the network and the installation/configuration services purchased from VisionAIR. COMPONENTS I COMPONENTS I INSTALLATION ON I CONFIGURATION I RE #OF SOFTWARE NETWORK ADDITIONALNDS SERVICES SERVERS PDC N/A Z YES ❑ NO BDC N/A ®_ YES ❑_ NO RMS 1 YES U NO YES NO CAD YES Q9 NO YES NO DATA ROUTING YES NO YES NO ENGINE SNA ❑ YES ® NO ❑ YES ® NO EXCHANGE ❑ YES ® NO ❑ YES ® NO WEB SERVER Lf YES 2 NO U YES � NO WORKSTATIONS CAD ❑ YES ® NO U YES ® NO RMS 10 ® YES ❑ NO ® YES ❑ NO MOBILE Lf YES 2 NO ❑ YES ® NO LAPTOPS NetOp MapObjects FIELD DATA ❑ YES ® NO ❑ YES ® NO COLLECTION MOBILE ❑ YES ® NO ❑ YES ® NO CONNECTIVITY: Type of Connectivity: ❑ Hubs ® Switches ® Routers Are all workstations located in the same physical location (the same building.)? ❑Yes ® No Are all servers located in the same physical location (the same building.)? ®Yes ❑ No (server may be in a separate building ( across the street)/ there is fiber in between the buildings, currently running 100mb If No, include the locations of each server and each workstation. Also, list the type of connectivity that currently exists between each location. E.g. Modems, T1 lines, Fiber Optic, etc. LOCATION CONNECTIVITY/BAND ADDITIONAL COMMENTS WIDTH Marinwood FD, 777 Miller Creek T1 Rd., San Rafael, CA 94903 - Do we need to include various Fire Stations here? Will be TI by the time of installation I Have Travel and Related Expenses been included in the On Site Configuration/Installation cost? ® Yes ❑ No NOTE: Unless Travel and Related Expenses have been included in the installation/configuration pricing, the Customer will be billed the travel and related expenses incurred by the VisionAIR Technician. Additional Comments: SECTION XII. PROJECT MANAGEMENT Exhibit D 1 I VisionAIR, Inc. Attachment "D": Statement of Work VisionAIR will assign a Project Manager to oversee and coordinate the implementation of this project. The Project Manager will be the Customer's point of contact throughout the implementation of the project. Project Management services will begin upon contract signing and will conclude upon LIVE and collection of final payment. The Project Manager duties include the following: -Track the status of current and pending milestones for the project schedule -Ensure the coordination of software installation dates -Ensure the coordination of training dates -Provide a liaison between VisionAIR and the Customer -Maintain a master project schedule Explain in detail any special agreements made with the Customer regarding Project Management: If Project Management requires on site services, have the travel and related expenses been included in the Project Management pricing? ®Yes ❑No NOTE: Travel and related expenses incurred by the VisionAIR Project Manager will be billed to the Customer unless included in the pricing. Additional Comments: It is necessary for the Customer to sign off on the Work Completion Form's (WCF) as services are rendered and prior to the VisionAIR representative leaving the customer site. The VisionAIR Project Manager must receive the signed Work Completion Form (WCF) prior to advancing to the next stage of implementation. A signed WCF will denote deliver and completion of services rendered. SECTION XIII. ADDITIONAL INFORMATION Use this space to provide any additional information or special agreements made regarding this project that are not covered elsewhere in this Statement of Work: SECTION XIV. FORM FOR MULTI -JURISDICTIONAL AGENCIES /F -]N/A If this is a Multi -Jurisdictional Contract, the following information must be arovided for each Aeencv in order to set up an Agency profile in the Support Department. Identify specifically what products will be used/installed at each agency location by itemizing the products below. (If a separate quote has been done for each location, this form is not necessary.) Customer Name: Marinwood Fire Department 415-479-0122 Part Number Qty Product Description # of User Licenses VFIR15 15 Fire Records I Exhibit D 12 Release Date: Due Date: Subsystem JGeneral General General General JGeneral JGeneral JGeneral /General JGeneral /General JGeneral /General JGeneral JGeneral General 1 General General General General General General General General General General JGeneral JGeneral General General General General Exhibit E1 11/6/2000 Public Safety Information System Cost Proposal RFP Response Form 12/12/2000 Feature/Function Checklist Feat # Description 1.1 All applications will run over an IP -based NT network environment. 1.2 Common user interface formats between modules and applications 1.3 System supports cross -application views of database information 1.4 System supports native graphical user interface at the workstation 1.5 System supports non -redundant data entry 1.6 System supports on-line, context sensitive help with local annotations 1.7 System supports secure, remote dial -in and/or VPN vendor support 1.8 Reports and other outputs can be printed on any network printer 1.9 Vendor supports scalable licensing provisions 1.10 Source code included 1.11 Undo capability on all data entry screens 1.12 System Uses industry standard RDBMS, ODBC compliant database engine 1.13 System includes Web enabled applications 1.14 System supports Import/Export capability 1.15 21 st Century calendar accommodation 1.16 Application swapping with minimal keystrokes All fields containing numbers (date, case number, booking numbers, etc) are 1.17 expandable at the user level to minimum of 25 characters per field All fields requiring use of free form description by the user accommodate unlimited 1.16 number of characters 1.19 1System allows user to add, update, delete code section fields System links single name, based on soundex, if associated with multiple addresses 1.20 in multiple reports/supplements 1.21 System has "merge" capabilities for records based on: 1.22 name similarities identified by soundex 1.23 same or similar DOB 1.24 same or similar address 1.25 same or similar case number 1.26 same identifying numbers (SSN#, FBI number, CII, etc.) 1.27 System allows user to define mandatory fields in all reports Vendor provides data dictionary to facilitate search of any database in the system 1.26 for use with custom report generation software (System Support provides annual updates for code tables (penal code, vehicle code, 1.29 etc.) (System accommodates one system administrator and one alternate administrator 1.30 simultaneously 1.31 1 System accommodates drop down lists or ability to type in free form description for: Vendor: isionAIR Vendor Project Rating Compl. Cost 3 I 3 3 3 3 3 3 3 3 I 3 3 3 3 I 3 3 3 3 3 2 1 2 3 3 3 2 0 3 3 3 3 3 3 3 0 3 0 3 3 CKIIIIIIIIIIIIIIII IIIIIIIIIIIIII11K, 3 1 3 3 3 3 3 3 3 3 3 3 I 3 3 1 0 2 1 3 3 1 3 3 Page 2 of 10 Release Date: Due Date Subsystem General General General General General General General General General General General General General General General General General General General General General General General General 11/6/2000 12/12/2000 Feat # 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 1.41 1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 1.53 1.54 1.55 Public Safety Information System Cost Proposal RFP Response Form Feature/Function Checklist Description street name city name state System accommodates use of AKA's for locations within geo-file both streets and businesses System translates AKA's to proper name when selected (e.g.:SRPD=San Rafael Police Department) System can operate in single or multi jurisdictional environment. System has the ability to track user access for add/change, delete/display records with date, time, user name and device used. System can print user access report based on user defined time/date parameters. System supports word processing functions including: spell check grammar check customizable dictionary (at user level) System supports the use of color for color -coding for easily identifiable text and fields as defined by the user ISystem allows simultaneous use of the records database by an unlimited number of users, to the extent provided by the agency hardware System requires little or no computer experience to use the system System provides the exact emulation of official state incident, arrest and DMV/Accident Report forms, including allowance for on-line sketches System supports future implementation ofAFIS fingerprint imaging systems System provides an automatic record history in RMS, allowing user the option to use past contact information with a keyboard command or mouse click System allows user to print any CAD or RMS screen System includes an integrated e-mail system accessible through CAD and RMS I ystem allows agency to define format of incident and case number (System supports ability to maintain on-line user -defined, agency -specific I documentation and procedures (System supports ability to track User ID and revision dates when on-line user documentation is revised/changed System allows for on-line context -sensitive help features and provide the user with the ability to ac -cess directly on the screen help information regarding the operation in progress Vendor: isionAIR I Vendor Project Rating Compl. Cost 3 I 3 3 I 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 I 3 3 1 3 3 3 3 2 3 3 I 3 I 3 3 3 I 3 I 3 3 3 I 3 I 3 I 3 3 3 Exhibit E1 Page 3 of 10 Release Date: Due Date: Subsystem General General General General General General General General General General Security Security Security Security Security Security Security Security Security Security Security Security Exhibit E1 111612000 12/12/2000 Feat # Description A full set of user documentation is available in English detailing the functionality of each application. User documentation is in narrative form and should be understandable to non-technical users. Also, an on-line version of this documentation is desired to allow key word searching to facilitate location of the needed text. Current documentation describing systems design, operations, troubleshooting, and performance tuning should be made available to the systems administrator. System supports redundant servers for high availability JSystem supports automatic, on-line data recovery (System hardware, operating system, applications and backup subsystem all support fully automated, unattended backups (Backup subsystem supports network backup of multiple servers, databases, and applications JAII databases are compliant with open system standards (ODBC) JAII databases use the relational database model Data dictionaries and schema information are provided to client for all databases I System supports remote dial-up software diagnostics [System supports remote dial-up software update System allows system administrator to enable and disable fields. (Security authorizations are definable for individual users or groups of users, or I workgroup areas. Security authorizations are definable by a specific network device (Security authorizations are definable for modules. Screens inherit the security properties of the modules to which they belong The security system will control access to functions within modules IAccess to information maintained within a workgroup will be controlled by function so that users from other workgroups can access the information only if authorized System security supports a multi jurisdiction law en-forcement environment including the ability to define intra -jurisdiction access The query tools use the underlying database to validate user access All data extraction is subject to the same security restrictions governing database I access as defined in the security provisions for users of the system All system access is initiated upon entry and validation of a user identification number and password Passwords are user changeable Passwords can be modified by the System Administrator j 1.56 1.57 1.58 1.59 1.60 1.61 1.62 1.63 1.64 1.65 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 Public Safety Information System Cost Proposal RFP Response Form Feature/Function Checklist Vendor; VisionAIR Vendor Project Rating CompL Cost 3 3 3 3 3 3 3 3 3 13 3 3 3 3 3 13 3 3 3 3 3 3 3 3 2 3 3 3 3 3 3 3 3 I 3 3 3 3 I 3 3 I 3 3 3 3 3 Page 4 of 10 Release Date: 11/6/2000 Public Safety Information System Cost Proposal RFP Response Form Due Date: 12/12/2000 Feature/Function Checklist Subsystem Feat # Description The printing of a record involving criminal history information requires the entry and capture of log information including the purpose of the printing, recipient or Security 2.13 destination, date, time, report number, and requestor. Security 2.14 System security restrictions are applied regardless of data storage location Security 2.16 Network security restrictions are an integral part of the application security Security 2.16 System records all changes of the security profile to a audit log Fire RMS 10.1 System interfaces with Telestaff Personnel Scheduling Software Fire RMS 10.2 System is NFIRS 5.0 compliant Fire RMS 10.3 System includes user -defined fields Fire RMS 10.4 System support multiple jurisdictions Fire RMS 10.5 System supports the attachment of digital photos to a report Fire RMS 10.6 System supports Object linking to reports System allows user to create, edit, print any activity log by any searchable field Fire RMS 10.7 including but not limited to: Fire RMS 110.8 1 incident number 110.9 1 NFIR number Fire RMS 110.10 1 date parameters Fire RMS 110.11 1 type of incident/violation Fire RMS 110.12 location (community fire servicing zones and/or street address) Fire RMS 110.13 time period Fire RMS 110.14 1 incident summary from NFIRS report Fire RMS 110.15 1 incident summary from CAD Fire RMS 110.16 1 disposition Fire RMS 110.17 unit(s) involved Fire RMS 110.18 parties involved 110.19 System allows user to create, edit, print specific productivity lists for units based on Fire RMS user defined criteria Fire RMS 110.20 System provides pre -loaded productivity reports which can be saved as a file Fire RMS 110.21 System allows user to create, edit, print summary productivity reports Fire RMS 110.22 System allows users to print calls for service based on user defined parameters 110.23 System allows creation of custom statistical reports at user level based on data in Fire RMS combination or selected individual criteria I luser System allows custom statistical reports to be saved as a file for future use by the Fire RMS 10.24 110.25 System supports searches and ad-hoc reporting based on following criteria Fire RMS individually or in any combination: 110.26 1 incidents within geographic area of San Rafael and adjacent cities based on street Fire RMS parameters Vendor: VisionAIR Vendor Project Rating CompL Cost 3 0 3 3 3 3 2 0 3 0 3 3 3 3 3 3 2 3 2 3 3 3 3 3 1 3 3 1 3 3 1 3 3 1 3 3 1 3 3 1 3 3 1 3 3 I 3 3 + 3 3 3 3 0 3 1 3 3 I 3 3 1 3 3 1 3 3 1 3 Exhibit E1 Page 5 of 10 Release Date: 11/6/2000 Public Safety Information System Cost Proposal Vendor Project Rating RFP Response Form Due Date: 12/12/2000 Feature/Function Checklist Subsystem Feat # Description 3 1 incidents within geographic area of San Rafael and adjacent cities based on date Fire RMS 10.27 range Fire RMS 10.28 incidents based on responding agency 3 3 incidents within geographic area of San Rafael and adjacent cities based on unit Fire RMS 10.29 or multiple units identifying numbers Fire RMS 10.30 incidents within date parameters, including: Fire RMS 10.31 hourly Fire RMS 10.32 daily Fire RMS 10.33 monthly Fire RMS 10.34 quarterly Fire RMS 10.35 year to date System supports ad-hoc reporting based on all user defined fields individually or in Fire RMS 10.36 combination System allows user to select any individual case report from a list and open it from Fire RMS 10.37 the list System allows user access to browse list of case reports and to move between the Fire RMS 10.38 reports by a keyboard command or mouse click. System allows for saving all lists as a file within the vendor software and in word Fire RMS 10.39 processing software (e.g. Microsoft Word) Fire RMS 10.40 System allows approximation when conducting text searches System supports the following fields and support the ability to search for Fire RMS 10.41 I addresses based on following criteria individually or in any combination: Fire RMS 10.42 street number and/or name Fire RMS 10.43 with or without apartment number Fire RMS 10.44 city Fire RMS 10.45 state Fire RMS 110.46 zip code Fire RMS 110.47 intersection Fire RMS 110.48 1 common name location (e.g. Staples parking lot) Fire RMS 110.49 business name or a.k.a. Fire RMS 110.50 ' unit Fire RMS 110.51 1 community fire servicing zone Fire RMS 110.52 1 hazard notes Fire RMS 110.53 [System allows user to define the sorting order and filters for search including: Fire RMS 110.54 greater than values Fire RMS 110.55 less than values Fire RMS 110.56 equal to values Vendor: isionAIR Vendor Project Rating CompL Cost 3 3 3 3 3 3 3 1 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 ' 3 3 3 Exhibit E1 Page 6 of 10 Release Date: 11/6/2000 Public Safety Information System Cost Proposal Vendor: VisionAIR I Vendor Project Rating CompL Cost 3 1 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 1 3 1 3 1 3 1 3131 3131 3131 3 I 3 3 I 3 3 I 3 Exhibit El Page 7 of 10 RFP Response Form Due Date: 12/12/2000 Feature/Function Checklist Subsystem Feat # Description System displays browse list (summary) of all records which meet user defined Fire RMS 10.57 search criteria System includes standard predefined NFIRS report printable in standard formats Fire RMS 10.58 from PC Fire RMS 10.59 System can transmit NFIRS report electronically to State Fire Marshall's office Fire Inspection and Permits 11.1 System includes the following fields: Fire Inspection and Permits 11.2 Occupancy classification Fire Inspection and Permits 11.3 Types of fire protection systems Fire Inspection and Permits 11.4 Hazmat location (yes/no) Fire Inspection and Permits 11.5 Inspector (defaults to logged in user) (Fire Inspection and Permits 11.6 Unit number Fire Inspection and 111.7 1 Permits Duration of inspection Fire Inspection and 111.8 Permits Violation Fire Inspection and 111.9 Permits Violation count Fire Inspection and 111.10 1 Permits Type of inspection Fire Inspection and 111.11 Permits Free form comments field Fire Inspection and 111.12 Permits System supports multiple violations per inspection per location Fire Inspection and 111.13 Permits System supports multiple occupancy classifications per locations Fire Inspection and 111.14 linspection System automatically records violations on a re -inspection from an original Permits Fire Inspection and Permits 11.15 System supports pre fire plan information including: Fire Inspection and Permits 11.16 Fire Department Entry key location Vendor: VisionAIR I Vendor Project Rating CompL Cost 3 1 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 1 3 1 3 1 3 1 3131 3131 3131 3 I 3 3 I 3 3 I 3 Exhibit El Page 7 of 10 Release Date: 11/6/2000 Public Safety Information System Cost Proposal Vendor: VisionAIR RFP Response Form Due Date: 12/12/2000 Feature/Function Checklist Vendor Project Subsystem Feat # Description Rating Comph Cost Fire Inspection and Permits 11.17 Fire Department Connection Location 3 3 Fire Inspection and Permits 11.18 Fire Sprinkler Shutoff 3 3 Fire Inspection and Permits 11.19 Fire Alarm Control Panel 3 3 Fire Inspection and Permits 11.20 Main Electric Shutoff 3 3 Fire Inspection and Permits 11.21 Main Gas Shutoff 3 3 Fire Inspection and Permits 11.22 Main Water Shutoff 3 3 Fire Inspection and Permits 11.23 Pre Fire Plan Number 3 3 Fire Inspection and Permits 11.24 Other 3 3 Fire Hydrant Management 12.1 System supports the following fire hydrant fields: Fire Hydrant Management 12.2 hydrant manufacturer 3 3 Fire Hydrant Management 12.3 community fire servicing area 3 3 Fire Hydrant Management 12.4 water main size 3 3 Fire Hydrant Management 12.5 bury size 3 3 Fire Hydrant Management 12.6 number of outlets 3 3 Fire Hydrant Management 12.7 type of outlets 3 3 Fire Hydrant Management 12.8 shutoff valve distance 3 3 Fire Hydrant Management 12.9 shutoff valve direction 3 3 Fire Hydrant Management 12.10 type of service 3 3 Fire Hydrant Management 12.11 date of service 3 3 Exhibit E1 Page 8 of 10 Release Date: 11/6/2000 Public Safety Information System Cost Proposal Vendor;VisionAIR RFP Response Form Due Date: 12/12/2000 Feature/Function Checklist Vendor Project Subsystem Feat # Description Rating CompL Cost Fire Hydrant Management 12.12 date of hydrant flow 3 3 Fire Hydrant Management 12.13 Pitot gauge pressure 3 3 Fire Hydrant Management 12.14 static pressure 3 3 Fire Hydrant Management 12.15 residual pressure 3 3 Fire Hydrant Management 12.16 gallons per minute flowing 3 3 Fire Hydrant Management 12.17 gallons per minute at 20 lbs risidual 3 3 Fire Hydrant Management 12.18 comments field 3 3 Fire Hydrant Management 12.19 System calculates gallons per minute flowing based on pitot pressure and outlet size 2 3 I Fire Hydrant Systems calculates GPM@20 based on static and residual pressure and gallons per Management 12.20 minute flowing 2 0 Fire Hydrant Management 12.21 System updates multiple hydrants from multiple selection of hydrants 3 0 Fire Personnel Training and Management 13.1 System tracks training by units 3 3 Fire Personnel Training and Management 13.2 System tracks training by individuals 3 3 Fire Personnel Training and Management 13.3 System supports pre -defined types of training 3 3 Fire Personnel Training and Management 13.4 System tracks training dates 3 3 Fire Personnel Training and Management 13.5 Systems tracks training time 3 3 Fire Personnel Training and Management 13.6 System updates multiple training records from training roster 3 3 Exhibit E1 Page 9 of 10 Release Date: 11/6/2000 Public Safety Information System Cost Proposal 3 3 RFP Response Form Due Date: 12/12/2000 Feature/Function Checklist Subsystem Feat # Description Fire Equipment 3 I 3 Management 14.1 System supports multiple type of equipment Fire Equipment 3 I I 3 Management 14.2 System includes the following equipment fields: Fire Equipment 3 Management 14.3 size Fire Equipment Management 14.4 manufacturer Fire Equipment Management 14.5 length Fire Equipment Management 14.6 construction type Fire Equipment Management 14.7 assigned date Fire Equipment Management 14.8 unit assigned Fire Equipment 114.9 Management test date Fire Equipment 114.10 Management testing unit (default user) Fire Equipment 114.11 Management test status Fire Equipment 114.12 Management comments field Fire Equipment 114.13 Management repair date Fire Equipment 114.14 Management type of repair Fire Equipment 114.15 Management System supports sorting equipment by type Fire Equipment 114.16 Management System supports mass updating of equipment Vendor; VisionAIR Vendor Project Rating CompL Cost 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 I 3 3 I 3 3 I 3 3 I I 3 3 3 3 I I 3 3 3 3 Exhibit E1 Page 10 of 10 VisionAir RF4A Response Clarification January 14, 2002 Fire RMS 10.2 System is NFIRS 5.0 compliant 3 3 Fire RMS 10.3 System includes user -defined fields 3 3 Fire RMS 10.4 System support multiple jurisdictions 3 3 Fire RMS 10.5 System supports the attachment of digital photos to a report 2 3 Fire RMS 10.6 System supports Object linking to reports 2 3 System allows user to create, edit, print any activity log by any searchable 1 1 Fire RMS 10.7 field including but not limited to: Fire RMS 10.8 incident number 3 3 1 110.9 NFIR number 1 3 1 1Fire RMS 110.10 1 date parameters 1 3 1 3 1 1Fire RMS 10.11 1 type of incident/violation 3 1 3 1 1Fire RMS 110.12 1 location (community fire servicing zones and/or street address) 3 3 1 1Fire RMS 110.13 1 time period 1 3 1 3 1 1Fire RMS 110.14 1 incident summary from NFIRS report 1 3 1 3 1 1Fire RMS 110.15 1 incident summary from CAD 1 3 1 3 1 1Fire RMS 110.16 1 disposition 1 3 1 3 1Fire RMS 110.17 1 unit(s) involved 3 1 3 1 1Fire RMS 10.18 1 parties involved 1 3 1 3 System allows user to create, edit, print specific productivity lists for units 13 Fire RMS 1 10.19 1 based on user defined criteria 3 1Fire RMS 110.21 1 System allows user to create, edit, print summary productivity reports 3 3 1 110.22 System allows users to print calls for service based on user defined Fire RMS parameters 3 3 110.23 System allows creation of custom statistical reports at user level based on 13 1 Fire RMS data in combination or selected individual criteria 3 110.24 System allows custom statistical reports to be saved as a file for future use 13 1 1 Fire RMS by the user 3 110.25 System supports searches and ad-hoc reporting based on following 1 1 1 Fire RMS criteria individually or in any combination: incidents within geographic area of San Rafael and adjacent cities based on street parameters - VA comment: This is questionable. We cannot put in a geo range for ad-hoc reporting, however you can specify a street Fire RMS 10.26 name. 3 3 incidents within geographic area of San Rafael and adjacent cities based) 1 Fire RMS 10.27 on date range 3 3 1Fire RMS 10.28 1 incidents based on responding agency 1 3 1 3 1 incidents within geographic area of San Rafael and adjacent cities based 1 1 1 1 Fire RMS 10.29 on unit or multiple units identifying numbers 3 3 1Fire RMS 10.30 1 incidents within date parameters, including: 1 1 1 1Fire RMS 10.31 1 hourly 3 1 1 1 Fire RMS 110.32 1 daily 3 1 3 1 Fire RMS 110.33 monthly 3 1 3 Fire RMS 110.34 quarterly 1 3 1 3 1Fire RMS 110.35 year to date 3 1 3 Exhibit E2 1 Exhibit E2 System supports ad-hoc reporting based on all user defined fields 13 Fire RMS 10.36 individually or in combination 3 System allows user to select any individual case report from a list and open 1 Fire RMS 10.37 it from the list 3 3 System allows user access to browse list of case reports and to move I Fire RMS 10.38 between the reports by a keyboard command or mouse click. 3 3 System allows for saving all lists as a file within the vendor software and in 1 Fire RMS 10.39 word processing software (e.g. Microsoft Word) 3 3 Fire RMS 10.40 System allows approximation when conducting text searches 3 3 1 System supports the following fields and support the ability to search for I 1 Fire RMS 10.41 (addresses based on following criteria individually or in any combination: Fire RMS 110.42 1 street number and/or name 3 1 3 1 Fire RMS 10.43 1 with or without apartment number 3 3 Fire RMS 110.44 1 city 1 3 3 1 Fire RMS110.45 1 state 3 I 3 Fire RMS 110.46 1 zip code 3 3 Fire RMS 110.47 1 intersection 3 3 common name location (e.g. Staples parking lot) - VA comment: User cannot specify common names in VisionFIRE. This is available in Fire RMS 10.48 VisionCAD as landmarks, but not in Fire. 3 3 1Fire RMS 110.49 1 business name or a.k.a. 3 1 3 Fire RMS 110.50 1 unit 3 3 1 Fire RMS 110.51 1 community fire servicing zone 3 1 3 Fire RMS 110.52 1 hazard notes 1 3 1 3 1 System allows user to define the sorting order and filters for search Fire RMS 10.53 including: 1Fire RMS 110.54 greater than values 1 3 3 1 (Fire RMS 110.55 1 less than values 3 1 3 1 (Fire RMS 10.56 1 equal to values 3 1 3 1 1 �eyfstem displays browse list (summary) of all records which meet user3 RMS 10.57 ned search criteria 3Fire rn �ysteincludes standard predefined NFIRS report printable in standard RMS 10.58 rmats from PC 3Fire System can transmit NFIRS report electronically to State Fire Marshall's Fire RMS 10.59 office 3 3 Fire Inspection I I 1 nd Permits 11.1 System includes the following fields: ire Inspection trid 1 1 Permits 11.2 Occupancy classification I 3 3 lFire Inspection 1 and Permits 11.3 Types of fire protection systems I 3 3 ire Inspection tnd 111.4 1 1 Permits Hazmat location (yes/no) I 3 3 (Fire Inspection 111.5 Inspector (defaults to logged in user) - VA comment: We have this field,nd Permits however it does not default to the logged user as specified. 3 3 lFire Inspection 111.6 Unit number - VA comment: This field is not present, but can be user -3 Permits defined. 3and lFire Inspection 111.7 1 I 13 and Permits Duration of inspection 3 Exhibit E2 Fire Inspection and Permits 11.8 Violation Fire Inspection and Permits 11.9 Violation count Fire Inspection nd Permits 11.10 Type of inspection Fire Inspection nd Permits 11.11 Free form comments field Fire Inspection Lystem nd Permits 11.12 supports multiple violations per inspection per location ire Inspection �nd System supports multiple occupancy classifications per locations — VA Permits 11.13 comment: User can only specify one occupancy classification per location. System automatically records violations on a re -inspection from an original Fire Inspection inspection — VA comment: VisionAIR does not comply. Other items copy nd Permits 11.14 over for the next inspections, but violations do not. ire Inspection tnd 111.15 Permits System supports pre fire plan information including: lFire Inspection 111.16 and Permits Fire Department Entry key location ire Inspection tnd Permits 11.17 Fire Department Connection Location ire Inspection tind 1 Permits 11.18 Fire Sprinkler Shutoff Fire Inspection 1 nd Permits 11.19 Fire Alarm Control Panel Fire Inspection nd Permits 11.20 Main Electric Shutoff lFire Inspection 111.21 l and Permits Main Gas Shutoff lFire Inspection 111.22 and Permits Main Water Shutoff Pre Fire Plan Number — VA comment: There is not a field for Pre -plan Fire Inspection number. However, the user can save the file ass a .txt document and give nd Permits 11.23 it a number for a document name. lFire Inspection l and Permits 11.24 Other Fire Hydrant lSystem Management 12.1 supports the following fire hydrant fields: Fire Hydrant 112.2 l Management hydrant manufacturer Fire Hydrant Management 12.3 community fire servicing area Fire Hydrant Management 12.4 water main size Fire Hydrant 112.5 l Management bury size Fire Hydrant Management 12.6 number of outlets Fire Hydrant Management 12.7 type of outlets 3 3 3 3 3 3 3 3 313 3 1 3 3 1 3 1 3 3 3 3 3 3 3 1 3 3 1 3 313 313 3 3 3 1 3 3 1 3 3 13 3 13 3 3 313 3 1 3 Exhibit E2 3 (Fire Hydrant 13.1 shutoff valve distance — VA comment: This field is not present, but can I Management 12.8 be user-defined. 3 3 IFire Hydrant shutoff valve direction — VA comment: This field is not present, but can I Management 12.9 be user-defined. 3 3 IFire Hydrant 1 Management 12.10 type of service 3 3 Fire Hydrant 13.3 System supports pre -defined types of training 1 1 Management 12.11 date of service 3 3 Fire Hydrant 112.12 1 1 Management 13.4 date of hydrant flow 3 3 IFire Hydrant 112.13 1Management Training and Pitot gauge pressure 3 3 Fire Hydrant 112.14 1 1 Management static pressure 1 3 3 IFire Hydrant I I 1 Management 12.15 residual pressure 3 3 (Fire Hydrant 1 1 Management 12.16 gallons per minute flowing 3 3 Fire Hydrant 112.17 1 I 1 Management gallons per minute at 20 lbs risidual 3 3 Fire Hydrant 112.18 1 1 Management comments field 3 3 IFire Hydrant �ytstem calculates gallons per minute flowing based on pilot pressure and I 1 Management 12.19 ulet size 2 3 Fire Personnel Training and Management 13.1 System tracks training by units 3 3 Fire Personnel Training and Management 13.2 System tracks training by individuals 3 3 Fire Personnel Training and Management 13.3 System supports pre -defined types of training 3 3 Fire Personnel Training and Management 13.4 System tracks training dates 3 3 Fire Personnel Training and Management 13.5 Systems tracks training time 3 3 Fire Personnel Training and Management 13.6 System updates multiple training records from training roster 3 3 Fire Equipment 1 Management 14.1 System supports multiple type of equipment 3 3 Exhibit E2 4 Fire Equipment Management 14.2 System includes the following equipment fields: IFire Equipment Management 14.3 size 3 3 Fire Equipment 1 Management 14.4 manufacturer 3 3 Fire Equipment 1 Management 14.5 length I 3 3 IFire Equipment 114.6 Management construction type 3 3 IFire Equipment 114.7 Management assigned date 3 3 IFire Equipment 114.8 Management unit assigned 3 3 Fire Equipment 1 Management 14.9 test date 13 3 Fire Equipment 114.10 1 1 Management testing unit (default user) 1 3 3 Fire Equipment 114.11 1 13 1 Management test status 3 Fire Equipment 114.12 1 1 1 Management comments field 3 3 Fire Equipment 1 Management 14.13 repair date 3 3 Fire Equipment 114.14 1 Management type of repair 13 3 Fire Equipment 1 Management 14.15 System supports sorting equipment by type 13 3 IFire Equipment �ystem 1 1 Management 14.16 supports mass updating of equipment 3 3 Exhibit E2 5 SOFTWARE SERVICE AGREEMENT This AGREEMENT (hereinafter "Agreement') (related in the Software License Agreement of March 18, 2002) is entered into this 18th day of March, 2002 by and between The City of San Rafael (hereinafter "CUSTOMER") and VISIONAIR INC., a North Carolina based company with offices located at 5601 Barbados Blvd., Post Office Box 9000, Castle Hayne, North Carolina 28429-9000 (hereinafter "VISIONAIR"). VISIONAIR shall perform maintenance services on the Licensed Software and CUSTOMER shall accept and pay for such services, pursuant to the terms and conditions herein provided. Licensed Software shall mean the VISIONAIR software as described in the aforementioned Software License Agreement, as such Licensed Software may hereafter be updated with improvements, enhancements and modifications furnished to CUSTOMER by VISIONAIR. 1. Term. This agreement shall become effective on the date on which Customer first uses Licensed Software operationally (hereinafter "Effective Date"), and, unless sooner terminated as hereinafter provided, shall remain in full force and effect for an initial term of (1) one year from such date (hereinafter "Initial Term"). 2. Renewal. Upon expiration of the Initial Term, this Agreement may be extended each year (herein after "Renewal term") by written notice by CUSTOMER to VISIONAIR at least 30 days prior to the end of the Initial or Renewal term. Any changes in the rates included in Attachment 1 to this Agreement must be presented to CUSTOMER at least sixty (60) days prior to the expiration date of the Initial Term, or any Renewal term. CUSTOMER will have 30 days after such notice to give written notice to VISIONAIR of its intention to terminate the Agreement as of such expiration date. Such rates shall not increase to exceed rates charged by VISIONAIR to any other similar customer for similar services. 3. Maintenance Service. Upon payment of the fees incorporated in this Agreement as Attachment 1, VISIONAIR shall provide Maintenance Service as defined herein for the term of this Agreement. The term "Maintenance Service" as used herein means Covered Maintenance and Billable Call Maintenance as hereinafter defined. 4. Covered Maintenance. The term "Covered Maintenance" as used herein means the periodic and on-call remedial maintenance VISIONAIR deems reasonably appropriate and necessary to keep the application software functioning properly. Covered Maintenance shall include: (a) Unlimited Telephone Support for the Licensed Software, utilizing an 800 toll-free line provided by VISIONAIR. This telephone support will be available during the hours specified in the Quote. (b) Initial fact-finding (Tier 1) support for 3rd party software embedded or used in conjunction with the application software. (c) Correction of documented, replicable errors in the operation and use of the application software. (d) Assistance in installing updates and new releases of the Licensed Software on the CUSTOMER's servers. (e) Processing CUSTOMER's request for changes to the Software. A VISIONAIR Product Manager will define the CUSTOMER's request and submit it for consideration in future releases of the Software. (f) Support to CUSTOMER while CUSTOMER is backing up its data. Telephone support personnel are available to answer questions related to the Software and to provide remedies for "bugs" or defects within the Software. When necessary, CUSTOMER will provide access to its network in order to provide remote diagnostic services and to take corrective actions. CUSTOMER will make available a dedicated telephone line and modem for use by VISIONAIR support. If the problem can not be resolved remotely, VISIONAIR will, if deemed necessary, come to CUSTOMER's site to correct the problem and restore the Licensed Software to its normal functioning state. 5. Billable Call Maintenance. The term "Billable Call Maintenance" as used herein means services provided by VISIONAIR that are not covered under Covered Maintenance. The rate for this service shall be the "Billable Call Rate" as specified in Attachment 1. Hours expended may not exceed 8 hours without written authorization by CUSTOMER. March 18, 2002 Pagel of 4 Exhibit NY' 6. Exclusions from Covered Maintenance. Covered Maintenance does not include: (a) Repair of damage not caused by VISIONAIR, including without limitation, damage resulting from accident, transportation, neglect or misuse, lightning, failure or fluctuation of electrical power, air conditioning or humidity control, telephone equipment or communication lines failure, failure of foreign interconnect equipment, or causes other than normal operation procedures. (b) Service which is impractical for VISIONAIR to render because of: alterations in the Licensed Software made by persons other than VISIONAIR without receiving VISIONAIR's prior written approval; the connection of equipment and/or Software by mechanical or electrical means to another machine or device; or the physical inaccessibility of the equipment or Software; (c) Any repair of any damage to the Licensed Software caused by software or firmware programming that is not provided or supported by VISIONAIR under section 5. 7. Enhancements & Upgrade Support. Covered Maintenance shall include standard upgrades and enhancements that are made to the Licensed Software. VISIONAIR issues corrections, upgrades and enhancements to the software on an ongoing basis. VISIONAIR will use commercially reasonable efforts to update the Licensed Software as necessary to stay compliant with State and Federal requirements for crime reporting and information access. All modifications to the Licensed Software and related Documentation will be sent to the customer on standard electronic media (CD-ROM) and/or be installed as an executable utilizing the RAS connection. 8. Charges to Customers: (a) Charges for Covered Maintenance: The applicable rates for Covered Maintenance are set forth in the Attachment 1. (b) Charges for Billable Call Maintenance: The hourly rate is specified in Attachment 1. (c) Charges for Travel: Upon prior written authorization, CUSTOMER shall pay for travel time and travel expense in connection with Billable Call Maintenance. Travel time will be charged to the CUSTOMER at the Billable Call Rate. Travel expense will be charged as incurred and includes tolls, parking and other out-of- pocket costs plus mileage at the then current rates. There will be no additional charge to the CUSTOMER for travel expense incurred in connection with Covered Maintenance. (d) Charge for Software License Changes: All Covered Maintenance fees hereunder are subject to increase or decrease upon any change in number of concurrent user licenses or software modules licensed. 9. Changes in Charges. At least 120 days prior to the expiration of the term, VISIONAIR may make changes to the Covered Maintenance fees and the Billable Call Rate, such changes to be effective at the commencement of the immediately subsequent Renewal term, if any. Such rates will not increase by more than 10% in any year or the amount charged by VISIONAIR for the same services to any other city, whichever is less. CUSTOMER may terminate this Agreement within sixty (60) days after receipt of the first invoice with changed charges by giving VISIONAIR sixty (60) days written notice of its intention to terminate, and this agreement will terminate as of the date for termination set forth in the CUSTOMER's notice to VISIONAIR or at the end of such sixty (60) day period, whichever last occurs. 10. Pavment. VISIONAIR will invoice the CUSTOMER in advance for each term for Covered Maintenance. Such invoices will include pro rata charges or credits for any Covered Maintenance of Licensed Software installed or removed during the previous term or prior to the Effective Date. VISIONAIR will invoice CUSTOMER for Billable Call Maintenance as incurred and CUSTOMER shall pay invoices for Covered Maintenance, including any invoices outstanding on the Effective Date of this Agreement, on or prior to the commencement of each term. 11. Disclaimer of Warrantv. VISIONAIR makes no warranty of any kind, express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose with respect to the subject matter hereof, maintenance to be performed by VISIONAIR pursuant to the terms hereof, or parts to be supplied hereunder. This paragraph shall not affect any of VISIONAIR'S obiligations including warranties under the Application Software License/Use Agreement. 12. Limitation of Liabilitv. VISIONAIR SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED, UNLESS SUCH DAMAGES ARE CAUSED BY THE NEGLIGENT OR INTENTIONALLY TORTIOUS ACT OR OMISSION OF VISIONAIR, ITS EMPLOYEES OR REPRESENTATIVES. IN NO CASE, HOWEVER, SHALL VISIONAIR BE HELD LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. March 18, 2002 Page 2 of 4 13. Hardware and Network Uo4rades. CUSTOMER acknowledges that due to the dynamic nature of the information technology industry and frequent product replacements and/or upgrades developed independently by third party hardware and software vendors, VISIONAIR has no control over the turnover of product or obsolescence of technology of third party products. CUSTOMER also acknowledges that VISIONAIR develops its Network Hardware Specification Document based upon all of the third party product information available to it. Therefore, with respect to third party hardware and software, CUSTOMER shall retain the responsibility for the costs of purchase and installation of hardware and software upgrades necessary to maintain the functionality of the Licensed Software. Additionally, the accumulation of storage of records in CUSTOMER's database over an extended period of heavy use may require expanding the capacity and memory of the operating system in order to maintain performance at response times acceptable to the CUSTOMER. Subject to all of the affirmative duties and obligations of VISIONAIR under this Software Maintenance Agreement, it is the CUSTOMER's sole responsibility to maintain the operating system to ensure adequate response times. This paragraph shall not affect any of VISIONAIR'S obiligations including warranties under the Application Software License/Use Agreement. 14. Force Maieure. Neither party shall be liable or deemed in default for any failure in performance hereunder resulting from any cause beyond its reasonable control. 15. Termination. If CUSTOMER is in default due to non-payment (except for disputes relating to non -response or failure to perform by VISIONAIR), and after VISIONAIR has given CUSTOMER written notice and such default is not cured after 30 days then VISIONAIR may terminate this agreement at any time upon written notice to CUSTOMER. Customer may terminate this Agreement with or without cause upon thirty day written notice to VISIONAIR, and shall receive a prorated reimbursement of the annual fee. 16. Notices. Any Notice, request, instruction or other document pertaining to this Agreement shall be sent to the appropriate party's address as set forth below, and shall be deemed to have been duly given or served if delivered in person or deposited in the United States mail, certified mail, return receipt requested. Vendor: VisionAir 5601 Barbados Blvd Post Office Box 9000 Castle Hayne, North Carolina 28429-9000 Customer: Ken Nordhoff City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 16. General. This Agreement shall be governed by the laws of the State of California. This Agreement constitutes the entire agreement between the parties hereto with respect to maintenance of the Licensed Software and shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to matters set forth herein. It may be only modified by writing signed by authorized representatives of both parties. The terms and provisions of this Agreement shall prevail over any conflicting, additional or other terms appearing on any purchase order submitted by the CUSTOMER at any time. March 18, 2002 Page 3 of SIGNATURES: CITY OF SAN RAFAEL VISIONAIR By: J City Manager Name: I C tims D Title: 1' w1t)eNT ATTEST: I �ty Clerk � I APPROT ity Attorney March 18, 2002 Page 4 of 4 Iry LLC -,AA n/ ACORD CERTIFICA', . OF LIABILITY INSM .NCS CSR AH I DATE(MM/DD/YY) SIO -1 03/28/02 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE SNIPES INSURANCE SERVICE, INC HOLDER. THIS CERTIFICATE -DOES NOT AMEND, EXTEND OR PO BOX 1165 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. DUNN NC 28335 Phone: 910-892-2121 Fax: 910-892-5228 INSURERS AFFORDING COVERAGE INSURED INSURER A: FEDERAL INSURANCE COMPANY INSURER B: AMERICAN INTERNATIONAL GROUP VisionA1r I INSURER C: 5601 Barbados Blvd INSURER D: Castle Hayne NC 28429 I I INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR' POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE (MMIDD/YY) LIMITS GENERAL LIABILITY I EACH OCCURRENCE $1,000,000 A X COMMERCIAL GENERAL LIABILITY 3538-02-71 12/31/01 12/31/02 FIRE DAMAGE (Any one fire) $ 100,000 CLAIMS MADE 7 OCCUR I MED EXP (Any one person) $ 10 , 00 0 IPERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG s2,000,000 POLICYF—] PRO- JECT n LOC AUTOMOBILE LIABILITY slNGLELIMIT $1,000,000 A X ANYAUTO 73258951 12/31/01 accdentINED 12/31/02 (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC AUTO ONLY: $ AGG $ EXCESS LIABILITY EACH OCCURRENCE $5,000,000 A X] OCCUR FICLAIMSMADE 7977-66-46 12/31/01 12/31/02 AGGREGATE $5,000,000 $ DEDUCTIBLE I $ X RETENTION $10,000 $ WORKERS COMPENSATION AND ( I TORY LIMITS I X I ER F+, EMPLOYERS' LIABILITY (01) 7165-21-10 12/31/01 12/31/02 I E.L. EACH ACCIDENT $ 500000 E.L. DISEASE - EA EMPLOYEE $ 500000 E.L. DISEASE -POLICY LIMIT $ 500000 OTHER A SOFTWARE E&O-CLAIM 7326-46-13 12/31/01 01/01/02 OCC/AGGRE 1000/3000 B SOFTWARE E&O-CLAIM AIG010102 01/01/02 12/31/02 OCC/AGGRE 1000/3000 DESCRIPTION OF OPERATIONS/LOCATIONSA/EHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS THE CITY OF SAN RAFAEL, ITS OFFICERS, ASSIGNS, EMPLOYEES ATIM, ARE LISTED AS ADDITIONAL INSURED..CERTIFICATE HOLDER WILL BE NOTIFIED OF ANY MATERIAL CHANGE, CANCELLATION OR TERMINATION OF COVERAGE AT LEAST 30 DAYS (30) IN ADVANCE OF THE EFFECTIVE DATE OF ANY SUCH MATERIAL CHANGE. CERTIFICATE HOLDER I Y I ADDITIONAL INSURED; INSURER LETTER: SANRA-1 THE CITY OF SAN RAFAEL ATTN: JEANNE LEONCINI CITY CLERK 1400 FIFTH AVENUE SAN RAFAEL CA 94901 I ACORD 25-S (7197) %C :01 Z4 bd`J Z CANCELLATION .I,-1 T . 1'1 _ R,19 ij SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 'A 0_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRES TATIVES. AUTHO ZE REP SENT TI E D ©ACORD CORPORATION 1988