1993-146-Execute An Agreement With OCS Technologies And Purchase Hardware And System Software ComponentsRESOLUTION NO. 1993 - 146
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT
WITH OCS TECHNOLOGIES, INC. AND PURCHASE HARDWARE
AND SYSTEM SOFTWARE COMPONENTS FROM HEWLETT PACKARD,
WOLFE COMPUTER, AND SILTON- BOOKMAN SYSTEMS FOR THE
POLICE DEPARTMENT COMPUTER SYSTEMS
WHEREAS, KPMG Peat Marwick conducted a survey of the Police Department's
automation needs and reviewed ten (10) software vendors; and
WHEREAS, KPMG Peat Marwick recommended through a Request For Information
that U.S. West software best fit the Records Management and Computer Aided Dispatch
needs; and
WHEREAS, this system is compatible with our Hewlett Packard system; and
WHEREAS, that software is currently owned by OCS Technologies, Inc.; and
WHEREAS, the Police Department has used an independent consultant and has also
consulted with the cities of Sunnyvale and Buena Park to re- evaluate the findings of KPMG
Peat Marwick, and to develop a system that will best address the Los Gatos needs; and
WHEREAS, it is in the best interests of the Town to purchase this system through
negotiated contract pursuant to Town Code Section 2.50.130(b)(3); and
WHEREAS, the Town received a grant from the Office of Criminal Justice Planning
in the amount of $432,000 including a $96,000 match by the Town, for the purchase of this
system; and
WHEREAS, the hardware and system software components to complete the system
will be purchased from Hewlett Packard, Wolfe Computer, and Silton- Bookman.
NOW, THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Los
Gatos that the Town Manager is authorized to:
1. Execute an agreement attached as Exhibit A with OCS Technologies Inc.;
2. Purchase hardware and system software components from Hewlett Packard, Wolfe
Computer, and Silton- Bookman Systems;
3. Reduce the budget in the general fund 100 -45088 by $108,000 and increase the
budget in the equipment replacement fund by $108,000;
4. Reduce the budget in 4060 -77000 by $120,000 and increase the budget in the
equipment replacement fund by $579,100;
5. Increase the budget in equipment replacement fund 201 -49000 by $12,000; and
6. Increase the budget in general fund 1111 -99201 by $12,000.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 11th day of October, 1993, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Linda Lubeck, Patrick O'Laughlin
Mayor Joanne Benjamin
NOES: None
ABSENT: None
ABSTAIN: None
SIGNED:
OR OF THE TOWN LOS GATOS
L S GATOS, CALIFORNI
ATTEST:
Lf
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
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INFORMATION SYSTEM AND SOFTWARE LICENSE CONTRACT � H' :
BETWEEN OCS TECHNOLOGIES, INC. RE AND THE TOWN OF LOS GATOS, CALIFORNIA BID:
This INFORMATION SYSTEM AND SOFTWARE LICENSE CONTRACT, (hereinafter the
"Agreement") is made by and between the Town of Los Gatos, California, a municipal corporation
organized under the laws of the State of California (hereinafter referred to as 'Town'j, located at 110 E.
Main Street, Los Gatos, California, 95031, and OCS Technologies, Inc, a corporation organized under
the laws of the State of Washington (hereinafter referred to as "OCS") located at 5960 Inglewood Dr.,
Pleasanton, CA 94588. Town agrees to purchase, and OCS agrees to license and /or sell and furnish, the
following described goods and services (hereinafter collectively referred to as "the System ") in
accordance with the terms and conditions set forth herein. This Agreement may refer to OCS and Town
together, as the "parties ", or may refer to OCS or Town as a "party" to the Agreement.
Composition of Agreement. This Agreement is composed of the general terms and conditions contained
in the following sections, together with the listed Exhibits.
General Contract Provisions
Sections 1- 23
Software License Provisions
Sections 24 - 30
System Delivery
Sections 31 - 41
Acceptance
Sections 42 - 46
Exhibit A
Scope of Work
Exhibit B
Hardware /Software license Configuration
Exhibit C
Pricing
Exhibit D
Pricing Summary
Exhibit E
Payment Schedule
Exhibit F
OCS Application Software Escrow Agreement
Exhibit G
OCS Application Software Support and Maintenance Agreement
TERMS AND CONDITIONS
GENERAL CONTRACT PROVISIONS
1. Definitions. As used in this Agreement, unless the context otherwise requires, the following
terms shall have the meanings set out below:
a. OCS APPLICATION SOFTWARE shall mean OCS licensed information processing
programs and associated documentation.
b. OCS APPLICATION SOFTWARE MODULE shall be a subset of OCS APPLICATION
SOFTWARE program(s) that performs as a logical functional unit of the program(s).
C. THIRD PARTY OCS APPLICATION SOFTWARE refers to "off the shelf' software and
other software products obtained from sources outside of OCS.
d. OEM HARDWARE and /or MANUFACTURER SUPPLIED SOFTWARE refers to
products obtained by OCS through direct marketing agreements with hardware and /or
software manufacturers.
e. NON -OEM HARDWARE refers to products obtained by OCS from various and sundry
hardware suppliers and /or resellers.
OCS Technofogies, Inc. l Revised IO/I8193
I. OCS CUSTOM SOFTWARE refers to any OCS written code, modules or applications
that is customized, modified or developed specifically for Town under the terms of this
Agreement.
g. Installation of Software (by Phase) shall mean OCS has installed and tested the OCS
application software (e.g. CAD and /or RMS) and its associated modules and interfaces,
and has demonstrated to the Town that each function and feature operates pursuant to
the published OCS documentation, this contract and the PRIM document.
h. Acceptance shall be defined as 30 days operational use of the application (by Phase) in a
live environment.
Phase refers to the stage of the project of which there are two:
(1) CAD and its related modules and interfaces, and,
(2) RMS and its related modules and interfaces.
2. Headines. All headings used throughout this Agreement are for reference purposes only and
shall not be considered a substantive part of the agreement between the parties.
3. Term of Agreement. This Agreement shall commence on , 19_, and
shall continue through the ninety (90) day warranty period which shall begin upon final
acceptance of the last delivered OCS or THIRD PARTY OCS APPLICATION SOFTWARE
MODULE.
4. Legality and Severability. This Agreement and the parties' actions under this Agreement shall
comply with all applicable federal, state and local laws, rules, regulations, court orders, and
governmental agency orders. If a provision of this Agreement is terminated or held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.
5. Governing Law: Turisdiction: Venue. This Agreement shall be governed by the laws of the State
California, and any disputes regarding this Agreement shall be resolved according to said laws.
Any legal proceedings between the parties shall be instituted in the courts of the State of
California and County of Santa Clara, irrespective of any claims of diversity of citizenship or
other possible jurisdictional conditions. This section shall survive the termination or expiration
of this Agreement.
6. Waiver. Any failure of a party to assert any right under this Agreement shall not constitute a
waiver or a termination of that right, this Agreement, or any of this Agreement's provisions.
7. Taxes. The purchase price for the System under this Agreement is exclusive of local, state and
federal sales, excise, personal property or other similar taxes or duties, and any such taxes are
assumed and paid for by Town. Any changes in taxes due within this Agreement are the
Town's responsibility.
8. Payment Terms. All amounts past due shall bear interest at the rate of 1 -1/2% per month (or
the maximum extent allowed under applicable law, whichever is less). Interest charges shall
accrue beginning on the date of receipt of original invoice if outstanding balance is thirty (30)
days or more past due. Town shall pay all costs of collection for amounts due hereunder,
including reasonable attorney's fees.
9. Liquidated Dama=. In no event shall OCS be liable for liquidated damages of any kind
whatsoever.
OCS Technologies, Ina 2 Revised 10118193
10. Health and Safety Compliance. OCS and Town will adhere to all applicable health, safety and
environmental laws, rules and regulations including the Occupational Safety and Health
Administration's rules and regulations.
11. Nondiscrimination and Affirmative Action. OCS shall not discriminate in the employment of
persons engaged in the performance of this Agreement on account of race, color, national origin,
ancestry, religion, sex, martial status, physical or mental disability, sexual orientation or medical
condition, in violation of any federal or state law. OCS shall comply with all requirements of
Town pertaining to affirmative action with regard to employment while this Agreement is in
effect.
12. Insurance Coveragg_ OCS shall procure and maintain for the duration of the contract, insurance against
claims for injuries to persons or damages to property which may arise from or in connections with the
performance of the work hereunder by OCS, its agents, representative, employees, or subcontractors.
The cost of such insurance shall be borne by OCS.
a. Minimum Scope of Insurance
Coverage shall be at least as broad as:
(1) Insurance Services Office form number GL 0002 (Ed. 1/73) covering Comprehensive General
liability and Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability; or Insurance Services Office Commercial General Liability
coverage ( "occurrence" from CG 0001).
b. Minimum Limits of Insurance
OCS shall maintain limits no less than:
(1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with a
general aggregate limit is used, either the general aggregate limit shall apply separately to this
project /location or the general aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and
property damage.
(3) Workers' Compensation and Employers Liability: Workers' compensation limits as required by
the Labor Code of the State of California and Employers Liability limits of $1,O00,000 per
accident.
c. Deductibles and Self- Insured Retentions
Any deductibles or self- insured retentions must be declared to and approved by the Town. At the
option of the Town, either: the insurer shall reduce or eliminate such deductibles or self- insured
retentions as respects the Town, its officers, officials, employees and volunteers; or OCS shall
procure a bond guaranteeing payment of losses and related investigations, claim administration and
defense expenses.
OCS Technologies, Inc. 3 Revised IO118193
d. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
(1) General Liability and Automobile Liability Coverages
(a) The town, its officers, officials, employees and volunteers are to be covered as insureds as
respects: liability arising out of activities performed by or on behalf of OCS, products and
completed operations of OCS, premises owned, occupied or used by OCS, or automobiles
owned, leased, hired or borrowed by OCS. The coverage shall contain no special limitations
on the scope of protection afforded to the Town, its officers, officials, employees or
volunteers.
(b) OCS's insurance coverage shall be primary insurance as respects the Town, its officers,
officials, employees and volunteers. Any insurance or self - insurance maintained by the
Town, its officers, officials, employees or volunteers shall be excess of OCS's insurance and
shall not contribute with it.
(c) Any failure to comply with reporting provisions of the policies shall not affect coverage
provided to the Town, its officers, officials, employees or volunteers.
(d) OCS's insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer's liability.
(2) Workers' Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the Agency, its officers,
officials, employees and volunteers fro losses arising from work performed by OCS for the
Town.
(3) All Coverages
Each insurance policy required by this clause shall be endorsed to state that coverage shall not
be suspended, voided canceled by either party, reduced in coverage or in limits except after
thirty (30) days prior written notice by certified mail, return receipt requested, has been given to
the Town.
e. Acceptabilily of Insurers
Insurance is to be placed with insurers with a Best's rating of no less than A:VII.
f. Verification of Covema
Upon execution of this agreement, OCS shall furnish the Town with certificates of insurance and
with original endorsements effecting coverage required by this clause. The certificates and
endorsements for each insurance policy are to be signed by a person authorized by that insurer to
bind coverage on its behalf. The certificates and endorsements are to be on forms provided by the
Town. Where by statute, Town's workers' compensation - related forms cannot be used, equivalent
forms approved by the Insurance Commissioner are to be substitutes. All certificates and
endorsements are to be received and approved by town before work commences. Town reserves
the right to require complete, certified copies of all required insurance policies, at any time.
OCS Technologies, Inc 4 Revised IO/I8193
g. Subcontractors
In the event OCS utilizes subcontractors for this project, OCS shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements states
herein.
13. Assignment. Neither party shall assign, sublet, or transfer any interest in this Agreement or the
Software Support and Maintenance Agreement (Exhibit G) without the prior written consent of
the other party, which consent shall not be unreasonably withheld; provided, however, that
OCS may assign and transfer this Agreement, and /or the Software Support and Maintenance
Agreement (Exhibit G) to its parent, subsidiary, successor or affiliated company without the
prior written consent of Town.
14. Confidential /Proprietary Information.
14.1 Confidential Information. All confidential information and data relating to either
party's operations shall be and remain confidential and shall not be disclosed to any
other third party unless required by law. Upon termination, both parties shall return
any confidential material obtained. This provision shall survive the termination of this
Agreement.
14.2 Proprietary Information: OCS. It is expressly understood between the parties that the
software constitutes proprietary information the nature of which is a trade secret, and
that disclosure of this information may place OCS at a competitive disadvantage.
Therefore, confidential information includes all APPLICATION SOFTWARE Programs
and related documentation. The parties shall treat such information as confidential
within their respective organization. The parties shall not disclose Confidential
Information to any person outside their respective organizations unless disclosure is
made in response to, or because of, an obligation to any federal, state, or local
governmental agency or court with appropriate jurisdiction, or to any person properly
seeking discovery before any such agency or court. Each party shall be given the ability
to defend the confidentiality of such information to the maximum extent allowable
under the law prior to disclosure by the other party of such information. The parties'
obligations under this Section shall survive the termination or expiration of this
Agreement.
15. Warranties.
15.1 Warranty of Title. OCS warrants that it holds title and /or copyright rights to all OCS
software sold and delivered pursuant to this Agreement, and that it conveys good title
for all software sold under this Agreement.
15.2 OCS APPLICATION SOFTWARE Warranty. OCS warrants that each OCS
APPLICATION SOFTWARE MODULE will perform free of software defects that would
prevent the System from operating in the manner described in the OCS User
Documentation for the version of the software installed. This Warranty shall commence
upon completion of installation and demonstrable operation of each OCS
APPLICATION SOFTWARE MODULE and shall continue for a period of ninety (90)
days. This Warranty runs consecutive with the 30 day acceptance test period as
described in Section 42.
In the event of a defect that is covered by the foregoing warranty and which occurs
during the applicable period stated above, OCS, at its option will either repair or replace
the item of Software that contains the reproducible defect, and such action on the part of
OCS shall be the full extent of OCS's liability, and Town's exclusive remedy, for breach
OCS Technologies, Inc. 5 Revised ZO118193
of the Software warranty. All warranty service will be performed at service locations
designated by OCS. This warranty does not cover an item of Software (a) used in other
than its normal and customary manner; (b) subjected to misuse; or (c) subjected to
modifications by Town or by any party other than OCS without prior written consent of
OCS. Non -OCS owned programs are excluded from this warranty but such programs
may be subject to the warranty provided by their owners, which warranty will be
assigned, where possible, to Town by OCS upon Town's request. Any breach of this
warranty shall be waived unless Town notifies OCS at the address noted in Section 23
within the applicable warranty period.
15.3 OEM HARDWARE and MANUFACTURER - SUPPLIED SOFTWARE. NON -OEM
HARDWARE and THIRD PARTY SOFTWARE Warranty OCS warrants at the time of
System Acceptance that the System will function in accordance with the published
documentation for all Hardware and OCS Software. OCS shall pass through to Town
all warranties provided to OCS by software and hardware manufacturers providing
components for this Computer System.
15.4 THIRD PARTY SOFTWARE WARRANTY. In the event this Agreement includes the
installation of THIRD PARTY SOFTWARE, OCS shall pass through to Town all
warranties provided to OCS by THIRD PARTY SOFTWARE vendors
15.5 With respect to Sections 15.1, 15.2 and 15.3 above, TOWN UNDERSTANDS AND
AGREES THAT EXCEPT FOR THE FOREGOING WARRANTY, NO OTHER
WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, SHALL APPLY TO THE SYSTEM. ALL SUCH
IMPLIED WARRANTIES ARE HEREBY AND EXPRESSLY DISCLAIMED. OCS's sole
obligation for breach of the foregoing warranties shall be limited to repairing and /or
replacing, at its option, the System or any of its hardware or software components at its
own expense, which shall be Town's sole and exclusive remedy. The repair or
replacement of any defective equipment under this warranty is conditioned upon the
System not having been altered or repaired by any individual other than OCS
employees or agents, and OCS shall not be responsible for any defects resulting from the
mishandling, abuse, misuse, improper storage or improper operation, including use in
conjunction with equipment which is electrically or mechanically incompatible with or
of inferior quality to the System, as well as failure to maintain the environmental
conditions specified by the manufacturer of the System.
16. Limitation of Liability. OCS will not be liable for any claims, actions, suits, proceedings, costs,
expenses, damages or liabilities arising out of OCS's performance under the Agreement unless
such claims, actions, suits, proceedings, costs, expenses, damages or liabilities (a) are
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible
property, and (b) are caused by the negligent act or omission of OCS, its sub contractors, agents,
servants and employees. Operation of the System and use of the products and services
identified in this Agreement are the sole responsibility of Town. OCS's sole undertaking is
limited to providing the products and services outlined herein in accordance with the terms and
conditions of this Agreement. The provision of products sold and services performed by OCS
to Town shall not be interpreted, construed, or regarded, either expressly or implied, as being
for the benefit of or creating any obligation toward any third party or legal entity outside of OCS
and Town; OCS's obligations under this Agreement extend solely to Town. OCS's liability
hereunder for damages, regardless of the form or action, shall not exceed the fees or other
charges paid to OCS by Town under this Agreement. NEITHER OCS NOR ANY
MANUFACTURER OR SOFTWARE PROVIDER FOR THIS SYSTEM SHALL IN ANY EVENT
BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOST INCOME, LOST REVENUE, OR LOST PROFIT,
WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT AT THE TIME THAT THIS
OCS Technologies, Ina 6 Revised 10/18/93
AGREEMENT WAS ENTERED INTO, AND WHETHER OR NOT SUCH DAMAGES ARISE
OUT OF A BREACH OF WARRANTY, A BREACH OF AGREEMENT, NEGLIGENCE, STRICT
LIABILITY OR ANY OTHER THEORY OF LIABILITY.
17. Indemnification. Each party shall indemnify and hold harmless the other party in connection
with claims, losses, damages, liabilities, and lawsuits to the extent they arise from, or are alleged
to arise from, negligent acts solely in connection with a party's performance under this
Agreement or a party's use of, or operation of, the Product(s) sold, installed, and maintained
under this Agreement. This indemnity extends solely to claims and lawsuits for personal injury,
death, or destruction of tangible property. IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF USE,
LOSS OF PROFIT OR ATTORNEY'S FEES.
18. Patent and Copyright Indemnity. OCS agrees to defend, at its expense, any suits against Town
based upon a claim that any item of Software furnished under this Agreement directly infringes
a patent or copyright and to pay costs and damages finally awarded in any such suit, provided
that OCS is notified promptly in writing of the suit and at OCS's request and at its expense is
given control of the suit and all requested assistance for defense of the suit. This indemnity
does not extend to any suit based upon any infringement or alleged infringement of copyright
by the combination of any item of Software furnished by OCS nor does it extend to any
product(s) of Town's design or formula. The foregoing states the entire liability of OCS for
patent or copyright infringement related to the Software.
19. Security Interest. Payment terms are set forth in Exhibit E, Payment Schedule. Until full
payment to OCS is made, Town grants to OCS a continuing security interest in the product(s)
sold and the software licensed hereunder and any additions, replacements or proceeds thereof,
and authorizes OCS to file a financing statement with or without Town's signature. In addition
to its rights as a secured party, OCS may also disconnect the products or render them unusable
without notice to Town in the event of default. In the event Town fails to pay any sum
hereunder when due, OCS may, in addition to all other rights and remedies herein or at law or
in equity, at OCS's option:
19.1 cease delivery or any other service until paid in full, and /or
19.2 enter upon Town's premises without liability for trespass or damage, with notice, and
take possession of and remove the products.
20. Delivery. Title. and Risk of Loss. Title to Products (other than software) will pass to Town upon
delivery of equipment, subject to the security interest stated above. OCS shall bear the
responsibility for all risks of physical loss or damage to the Product until such Product is
delivered to the 'Ship to" address, except to the extent such damage is caused by Town. To
retain the benefit of this clause, Town shall promptly notify OCS of any loss or damage upon
receipt of any or all items of Product and cooperate in the processing of any claims made by
OCS. Town shall provide insurance on the product(s) in an amount not less than their full
insurable value, with loss payable to OCS and Town as their interests may appear from the date
that risk of loss passes to Town, until such time as the Agreement price has been paid in full.
21. Termination. In the event any provisions of this Agreement are violated by either party, the
injured party may serve written notice upon the violating party identifying the violation and a
reasonable cure period. In the event the violating party has not remedied the infraction at the
end of the cure period, the injured party may serve written notice upon the violating party of
intent to terminate, and seek legal remedies for breach of Agreement as allowed hereunder. If
the breach in the notice cannot be completely cured with the specified time period, no default
shall occur if the party receiving the notice begins curative action within the specified time
period and thereafter proceeds with reasonable diligence and in good faith to cure the breach as
soon as practicable.
OCS Technologies, Inc. 7 Revised 10/18/93
22. General. No amendment to this Agreement shall be binding unless it is in writing and signed by
both parties. The terms and conditions of this Agreement shall prevail notwithstanding any
variance with the terms and conditions of any order submitted by Town. OCS shall not be liable
for any failure to perform due to causes beyond its reasonable control. No waiver by a party of
any breach of any provision of this Agreement shall constitute a waiver of any other breach of
that or any other provision of this Agreement. In the event that any of the provisions contained
in this Agreement are held to be unenforceable, this Agreement shall be construed without such
provisions.
23. Notices. Except for notices required under the Termination section of this Agreement, which
shall be sent by registered mail or certified mail, any notice, request or payment required to be
given by the terms of this Agreement shall be deemed to have been given three (3) days
following when the same is sent by first class mail addressed to the parties as set forth below, or
other such addresses which may be designated by notice in writing by either parties. Either
party may change its address by written notice to the other party.
Town OCS Technologies, Inc.
Contact Name Attn: Contract Manager
Address _ 5960 Inglewood Dr., Suite 100
City, State Zip Pleasanton, CA 94588
SOFTWARE LICENSE PROVISIONS
24. License to Use Software. OCS hereby grants to Town, and Town hereby accepts, subject to. the
terms and conditions of this Agreement, a non - exclusive, non - transferable, license to use GCS's
proprietary OCS APPLICATION SOFTWARE. The license granted by this Agreement
authorizes use of OCS's proprietary OCS APPLICATION SOFTWARE solely on the Hardware
and for the number of users identified in Exhibit B, Hardware/Software License Configuration.
25. Term of License. The license for each OCS Application Software product is effective on its
shipment date (F.O.B. point of shipment) and continues until TOWN'S possession of the system
as defined in Exhibit B ceases or for a period of 20 years (whichever is less) or until terminated
as provided herein. All software license provisions and any other terms and conditions relating
to the software license(s) provided herein shall survive the termination of this Agreement.
26. System Use.- Town further agrees that it will (a) cause the OCS APPLICATION SOFTWARE to
be used or operated in accordance with the OCS supplied documentation and users manual and
(b) only used on the CPU(s) provided under this Agreement, or as modified in writing by
authorized representatives of OCS and Town. Town may use the Software on data processing
equipment different from the Computer Equipment while the Computer Equipment is
inoperable, provided Software is returned immediately to equipment listed in Exhibit B upon
repair.
27. CoTies. Town shall not make copies of the Software except back -up copies which are necessary
for Town's internal data processing needs for use only on the computer equipment listed in
Exhibit B. All copies of the Software made by Town, including translations, compilations,
partial copies within modifications and updated works, and all rights in patents, copyrights,
trade secrets, and other intellectual property rights in the Software, are the property of OCS or
its suppliers, and no title to the Software is transferred to Town. Town will reproduce and
include all copyright and trademark notices and other propriety legends, on any such copies.
Town acknowledges and agrees that the existence of any copyright notice on any item of
Software shall not be construed as an admission or presumption that publication of such item of
Software has occurred. The terms of this section shall survive the termination of this
Agreement.
OCS Technologies, Inc. 8 Revised 10/18/93
28. Changes or Modifications to OCS Software by Town. Any changes or modifications to OCS
APPLICATION SOFTWARE, OCS CUSTOM APPLICATIONS, or their related date models by
Town without OCS's written authorization is an unauthorized change and is in violation of this
Agreement.
29. Title and Security. The original and any copies of the OCS APPLICATION SOFTWARE, in
whole or in part, including, without limitation, the design thereof, any subsequent
improvements or updates, any and all CUSTOM SOFTWARE, documentation and other
information relating thereto, shall remain the property of OCS or the third party vendor which
owns the application software provided under this agreement. However, risk of loss shall pass
to Town when the Software has been installed. Town will use the Software, the information
contained in it, or any portion of it, only as permitted in this Agreement. Town will take
appropriate action, by instruction, agreement or otherwise, with respect to any persons
permitted access to the Software, so as to enable Town to hold the Software in confidence and
otherwise to satisfy the obligations of Town under this Agreement.
30. Source Code Escrow Account. In the event OCS decides to discontinue support of OCS
APPLICATION SOFTWARE and does not provide for such support by a third party, Town will
have access to the source code as a named Licensee under the terms of the Source Code Escrow
Agreement described in Exhibit F so that Town may continue operation and maintenance of the
System. In any such event, Town agrees to maintain the confidentiality of the source code.
Should the Escrow Agent resign under said Agreement, or the Agreement be terminated for any
reason other than with Town's consent, OCS shall promptly, with notice to Town, enter into an
agreement with a new Escrow Agent with substantially the same terms as the original
Agreement.
SYSTEM DELIVERY
31. OCS Responsibilities. OCS shall be responsible for implementation of all OCS software
provided under the terms of this Agreement and related training and support services. Direct
responsibilities in this area include:
a. Appoint Project Manager. OCS shall appoint a Project Manager that shall have the
authority to make significant decisions relevant to the project and have direct access to
OCS's management for resolving problems beyond the Project Manager's immediate
authority. At all times during the Agreement, the Project Manager shall be reasonably
accessible to Town. Unless otherwise noted in Exhibit A (Scope of Work), the Project
Manager shall coordinate monthly on -site meetings with Town to review the project, its
progress, current tasks and upcoming milestones.
b. Develop Project Implementation and Review Document (PRIM). Upon execution of this
Agreement by both parties, OCS shall schedule meetings with the appropriate Town
and OCS personnel, to include Town's Project Manager, Applications Managers, and
any appropriate individuals from Town departments or agencies, in order to complete
the PRIM Document. Preparation of the PRIM Document includes a review of the scope
of the project and identifies outstanding issues that must be completed prior to project
initiation. The PRIM Document outlines the responsibilities of both parties and
estimated project time frames. During the project review, OCS shall determine, with the
Town, if a detailed Functional Specifications Document (hereinafter referred to as
"FSD') shall be required (see Section 34). If an FSD is not required, completion of the
PRIM Document is anticipated to take from 30.60 days from Agreement execution,
depending on the availability of appropriate Town personnel. Once this process is
complete, OCS shall submit the PRIM Document to Town for review and response.
COMPLETION OF AND FORMAL AGREEMENT TO THE PRIM DOCUMENT IS A
CONDITION PRECEDENT TO PERFORMANCE OF THIS AGREEMENT.
OCS Technologies, Inc. 9 Revised 10/18/93
C. Execution of the PRIM Document. When both parties have mutually agreed upon the
scope of work and details as noted in the PRIM Document and all applicable signatures
have been obtained on the PRIM acceptance form, performance of the work as noted in
this Agreement and the subsequent PRIM Document shall commence.
d. Software Implementation. OCS software shall be installed pursuant to the terms and
conditions of this Agreement and in accordance with the timelines and scope as outlined
in the PRIM document.
e. Training and Support Services. OCS shall provide training and support services
pursuant to the terms and conditions of this Agreement and in accordance with the
timelines and scope as outlined in the PRIM document.
32. Towns Responsibilities. Town shall provide access to facilities for installation of the System,
and agrees to appoint a Project Manager who shall be responsible for review, analysis and
acceptance of OCS's performance and the coordination of Town personnel, equipment, vehicles
and facilities. This Project Manager shall be empowered to make decisions with the authority to
bind Town with respect to the work being performed under this Agreement. The Project
Manager shall also have direct access to Towns top management at all times for purposes of
problem resolution. In addition to the above - mentioned Project Manager, Town shall assign one
Applications Manager for each major OCS APPLICATION SOFTWARE MODULE provided
under this Agreement. The Project Manager and each of the Applications Managers (for their
specific application and /or module) will:
a. Have responsibility for managing the installation of the System on behalf of Town,
learning and using the System;
b. Review and provide input into the development of the PRIM Document and respond to
the final PRIM Document within 10 days of receipt;
C. Provide day -today information and data concerning Town's operations and activities.
If Town's response is inadequate or the request is major in scope, then OCS shall make a
written request specifying the desired response time, and Town Project Manager shall
provide written response within that time, if reasonable, or specify when such response
shall be forthcoming;
d. Advise OCS of any changes in Town's requirements and initiate change orders as
specified in paragraph 31, titled Change Orders;
e. Provide access to Town's staff to answer questions;
f. Provide personnel for file editing, table building, obtaining source documents and other
necessary tasks in a timely manner, and for maintaining Town -owned equipment;
g. Provide and make available all necessary computer time and supplies required for
System operation and maintenance;
h. Perform backup functions on an ongoing basis as specified in System Documentation;
I. Pay their bills in a timely manner per the payment schedule, Exhibit E.
Be responsible for determining and obtaining all necessary permits and licenses
required by any governmental authority and the costs associated therein.
k. Maintain proper system administration procedures to maximize system performance
and to preserve the OCS APPLICATION SOFTWARE operating environment as defined
OCS Technologies, Inc. 10 Revised 10118193
in the System Manager's Guide.
Additional items that may impact system performance include, but are not limited to:
adding additional users to the system without the express written permission of OCS,
utilization of improper backup and /or archiving procedures, future non-OCS product
upgrades, improper disk management utilization, improper resource utilization and
balance of load between peripherals and drives, corruption of data and system integrity,
lack of internal procedures and controls to maximize system response times, etc.
Be responsible for the following site preparation: requirements for space, air
conditioning, electrical power, telephone lines, cabling, console mounting of terminals,
and other equipment installation not specifically identified herein. Town shall also be
responsible for providing OCS personnel with adequate work space including desks,
chairs, telephones, and other related facilities as may be reasonably required by OCS to
carry out its obligations under this Agreement.
Town recognizes that performance of Town's responsibilities under Section 32 is crucial to the
successful implementation of the System. Inability to complete /perform those functions will
negatively impact timelines for implementation and various terms and conditions of this
Agreement for which OCS shall not be held responsible.
33. Application Software. Town acknowledges and agrees that the software provided under this
Agreement is sold without custom development, modification, changes or enhancements either
generic or specific to Town's requirements unless specifically defined in Exhibit A entitled,
"Scope of Work" and /or as may be modified in the PRIM document.
34. Custom Software Development.
34.1 In the event this Agreement includes either: (1) the development of new code for new or
enhanced modules, components or applications, or, (2) custom modifications, changes,
or enhancements to existing OCS APPLICATION SOFTWARE or OCS APPLICATION
SOFTWARE MODULES, this custom software development will be completed by OCS
pursuant to the specifications included in Exhibit A, Scope of Work and in the OCS
PRIM Document. During the course of the custom software development effort, Town
may request modifications or changes to the specifications contained in the Scope of
Work or in the PRIM Document utilizing an OCS- approved change order. Work
provided by OCS under change order requests will be provided at the then current OCS
time and materials rate.
35. Documentation. OCS shall provide application software documentation on double sided,
double density, 3-1/2 floppy disk format, ASCII text. Hard copy documentation is available for
a nominal fee.
36. Delivery. The System required under this Agreement shall be delivered and installed according
to the schedule in the PRIM Document.
37. Uncontrollable Conditions. OCS shall not be liable under this Agreement for any loss or
damage to Town due to delay in delivery or other performance failures resulting from any cause
beyond OCS's reasonable control. Such causes shall include, but are not limited to, compliance
with regulations, orders, acts, instructions, or priority requests of any Government or
department or agency thereof, communications links to external systems, civil or military
authority, acts of God, acts of the public enemy, acts or omissions of Town which resulted in the
delay, electrical power surges or current fluctuations, lightning strike, fires, floods, strikes,
lockouts, embargoes, wars, fuel shortages, riots, insurrections, default or delay of suppliers,
delays in transportation and loss or damage of goods in transit. The delivery schedule provided
OCS Technologies, Inc. 11 Revised 10/18193
in the PRIM Document for any deliverable shall be extended by the period of any delay
resulting from any such cause beyond OCS's control, plus a reasonable period to accommodate
adjustment to such extension. Notwithstanding the above, both parties shall use their best
efforts to minimize the adverse consequences of any such condition.
38. Data Conversion. All data conversions, including conversion of data from a previous format to
the OCS data format, is excluded from this Agreement unless specifically provided for in an
Exhibit or by an amendment to this Agreement. -
39. Data Conversion Assistance. Assistance from OCS in performing data conversions may be
requested, however, OCS will charge Town for services rendered at the then current time and
materials billing rate. Nothing herein, however, shall restrict Town from performing data
conversions independent of OCS.
40. External Sytem Modifications. In the event any external system (including, but not limited to,
external interfaces to the National Crime Information Center (NCIC), State Law Enforcement or
Records Systems, or State Criminal History Repositories, etc.) is modified subsequent to the
formal approval of the PRIM Document, prices quoted in this contract may be subject to change
in the event communications to those external systems are a requirement under this contract. In
the event said changes do occur, Town shall notify OCS of such changes, immediately upon
receipt of notification from the respective agency(s) and request that OCS prepare a proposal, to
include a time and cost estimate, for the work to be performed which constitutes a change from
the originally agreed configuration and work description as presented in the PRIM Document.
OCS shall, within 30 days of said notice, furnish a written proposal to Town provided the
required modifications are commercially, technically and practically feasible. Upon receipt of
OCS's proposal, Town shall determine whether they require the work to be performed, and if so
shall issue a Notice to Proceed, at which time OCS will perform the necessary modifications for
the additional compensation mutually agreed upon. Estimates for completion and installation
of the work performed will be negotiated when the full scope of the work to be performed is
identified.
41. Change Orders. If additions or changes to the terms, products or services supplied under this
Agreement are required, the price for such additional products or services shall be the fair value
of the products or services involved subject to the price guarantees as stated in Section 41.1. All
such changes shall be mutually agreed upon between the parties and shall be incorporated as a
written Amendment to this Agreement, and duly executed by authorized representatives of
both parties. All such Amendments shall be bound by the terms of this Agreement, except
where specifically modified by the Amendment.
42. Price Guarantees. OCS shall guarantee an hourly rate of not more than $125.00 for each of the
following services for a period of not more than six (6) months from the date of contract
execution assuming contract execution shall occur no later than November 1, 1993.
Training 125.00 per hour
Programming 125.00 per hour
Design 125.00 per hour
Installation 125.00 per hour
All services provided by OCS after the 6 month period (excluding maintenance support services
if Town is current on their maintenance payments) shall be at the then current time and
materials billing rate.
42.1 Out of Pocket Expenses. Any out -of- pocket expenses which will be pre - approved by Town
and capped with a not -to- exceed, will be billed actual cost. Town will not unreasonably
withhold approval of these expenses.
OCS Technologies, Ina 12 Revised 10118193
42.2 In the event of a disaster or accident that impairs operation of the systems purchased
under this Agreement, OCS shall use its best efforts to help Town restore operations as quickly
as possible. Such services will be provided under the rates and terms as specified above.
42.3 OCS acknowledges that it is considering plans to convert its application software to a new
open systems format. OCS guarantees to Town that should such conversion take place and the
software marketed to other customers, that OCS shall provide the license of said software to
Town at no additional costs.
ACCEPTANCE
43. Acceptance. Town has contracted with OCS for the license to use the application software
specified in this agreement and with Hewlett Packard to purchase specified hardware and
software to operate the OCS application software based on representations made to Town by
OCS regarding system performance /response time, system functionality and disk
storage /expansion capacity.
43.1 OCS shall notify Town in writing when each individual phase is ready for acceptance
testing.
The Acceptance Period, by phase, will start when the complete module as defined in the
Agreement and as agreed to the PRIM Document is put into live operation. The
Acceptance Period will be thirty (30) days.
43.2 Each component will be fully tested during the acceptance period. Within ten (10) days
following expiration of the thirty (30) day acceptance period, Town shall either accept,
in writing, the module or shall have notified OCS, in writing, if deficiencies are
discovered. Once the system in each phase has passed the acceptance criteria as defined
within the Agreement and PRIM Document, the individual system phase will be
deemed accepted by Town. The module will be deemed accepted within thirty (30)
days from the date agreed upon for the start of the acceptance testing where OCS is
prevented from starting the acceptance test procedures by some failure on the part of
Town to perform Town's responsibilities as defined in the PRIM Document and
mutually agreed upon.
Town will not refuse to accept the System solely for the reason that it fails to conform
with the specifications, requirements, and functions set out in the Agreement and the
PRIM Document in an insignificant respect provided that OCS provides a plan of action
to cure such insignificant non - conformity with reasonable dispatch. Town will not
refuse to accept the System unless the System functionality prohibits use of the
APPLICATION SOFTWARE module in a live environment.
OCS SOFTWARE documentation for each phase shall be complete prior to acceptance of
the phase. Once the phase is deemed accepted the software warranty shall commence.
43.3 5,y5tem Functionalit,)—r. The system phase shall be deemed functionally complete when
the functional testing of all features and functions as defined in this Agreement and
PRIM Document have been complete.
43.4 System Performance/Response Time. The system performance response time tests shall
be jointly conducted by OCS and Town as follows:
During the Acceptance Period - System Response Time - With the full configuration of
CRTs /workstations, microcomputers, and printers signed onto the system (i.e.
concurrent active sessions) and performing tasks such as incident entry, unit
dispatching, status monitoring, geofile inquiry, address verification, soundex searches,
OCS Technologies, Ina 13 Revised 10/18/93
report generation as defined in the PRIM Document, backups of redundant systems and
inquiries to any and all software modules concurrently, the system will meet the
response times defined below.
Terminal response time for data input and inquiry is defined as the time elapsed
between the pressing of the carriage return or enter key and appearance of the data
requested on the same screen.
CAD Response Time. CAD terminal average response times shall be less or equal to
one and one half (1 -1/2) seconds ninety five percent (95 %) of the time for command
entry, screen changes artidirect inquiries. With the exception of the clarifications in
inquiries stated below and through the County message switch, no response time shall
exceed three (3) seconds.
The single transaction response time is measured from pressing of the transmit key until
the first character of information has been displayed on the local CRT. This list of
transaction codes includes all necessary transactions needed to enter events, dispatch
and recall units, and close events. The specified response times below will be met
ninety five percent (95%) of the time.
TRANSACTION
SINGLE ENTRY
AVERAGE PEAK*
Display of all CRT masks
1.5 Seconds
2.0 Seconds
Complaint Entry and Routing
1.5 Seconds
2.0 Seconds
Display of Complaint Record as
commanded by Dispatch Station
Operator, including the Display of
Computer - Recommended Units
1.5 Seconds
2.0 Seconds
Street- to-Beat File Search"
1.5 Seconds
2.0 Seconds
Display Summary of all calls by
any proper identifier
1.5 Seconds
2.0 Seconds
All response times will be measured by OCS response time programs.
" Average peak is ten (10%) of the events in an average twenty four (24) hour period
occurring in one hour.
" Time of the street- to-beat file search transaction assumes that the street name entered
in the complaint form is spelled correctly and will match a street name segment on the
Geofile and that there are no more than thirty (30) segments for the specified street
name.
Some of these transactions initiate multiple computer operations, such as a traffic stop,
which creates an incident, changes the unit status and initiates a license plate inquiry.
Multiple transaction processes, and any transactions included in external interfaces, are
specifically exclude from the specified response time guarantees.
RMS Response Times. RMS terminal response times shall be three (3) seconds or less ninety
five percent (95%) of the time except when the system is loading modules or accessing Crime
Analysis, Externals or generating reports. OCS will provide training and assist Town in
establishing standards for system management to help ensure that the system is tuned for
maximum performance.
Based on the record system hardware configuration from OCS and Hewlett Packard company,
single transactions can be processed in an average three (3) second time frame. The single
transaction response time is measured from the pressing of the transmit key until the fast
OCS Technologies, Inc 14 Revised 10/18/93
character of information has been displayed on the local CRT. A single transaction is defined as
but not limited to:
1. The entry of required fields in a specific program (a single screen of data)
2. The inquiry, adding, modifying or deleting of a single record in a database
3. Paging through the message file
4. Help and table inquiries
The OCS applications include a complex and sophisticated set of software ranging from simple
single field inquiry programs through complex data entry programs that may enter /update a large
number of records in several files from a single transaction, to sophisticated searching procedures
such as a crime analysis non -keyed search. In addition, system performance can be degraded by
multiple concurrent non -keyed searches. This response time guarantee is conditioned on no
significant change in the hardware configuration and no addition of software without OCS's
approval. The response time guarantee is also conditioned on no more than one concurrent non-
keyed data base search or attempts by more than one person to update the same record
simultaneously.
Disk Storage/Expansion Capacity - The following disk storage /expansion capacity is provided
within the contract configuration:
• CAD must retain at least six (6) months incident and activity detailed history on -fine.
• RMS must retain up to three years detailed activity on -line for all modules
• Disk storage capabilities must be readily expandable to at least three times the initial volume
configuration
OCS and Hewlett Packard Company based its hardware recommendations on data provided by
Town, and has attempted to project workloads in a quantified manner.
These response time guarantees are based on the information received from Town. This response
time guarantee is conditioned on no significant change in the hardware configuration without
OCS's approval and no addition of software without OCS's approval. With the disk/storage
capacity guaranteed above, the system will still maintain the system response times as defined
above.
If the performance standard is not met for any three (3) consecutive day period during the
acceptance testing, Town shall notify OCS of this fact and provide documentation. OCS shall
have a thirty (30) day period from the date of notification to remedy this situation. OCS shall
notify Town when the remedy has been made. A new Acceptance Period will then commence. If
additional hardware and/or additional software modifications are required to meet this
performance standard, the cost shall be borne in full by OCS. The foregoing warranty shall be
with the acceptance by Town of all the application software modules and shall apply until the
ninety (90) day warranty period has expired.
43.5 Third Pam Aalication Software. Upon completion of installation of OCS APPLICATION
SOFTWARE MODULE or Third Party APPLICATION SOFTWARE, OCS will notify Town
that acceptance testing of such APPLICATION SOFTWARE will begin. Acceptance is defined
as operational use of the APPLICATION SOFTWARE MODULE. Should the APPLICATION
SOFTWARE MODULE not be considered acceptable, Town will discontinue use of the
APPLICATION SOFTWARE MODULE until the module performs in accordance with the
published User Documentation for that version of the APPLICATION SOFTWARE
MODULE. Upon completion of those corrections, the thirty (30) day acceptance test will
resume. ANY BENEFICIAL USE OF AN APPLICATION SOFTWARE MODULE, OTHER
OCS Technologies, Inc. 15 Revised 10128193
THAN FOR TRAINING, DEMONSTRATION AND TESTING, SHALL CONSTITUTE
ACCEPTANCE OF THAT APPLICATION SOFTWARE MODULE.
44. System Support. This agreement includes support and field service of software by OCS
pursuant to the terms and conditions of Exhibit G.
45. Covenant Against Contingent Fees. OCS warrants that no person or selling agency has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, brokerage, or contingent fee, excepting as bona fide employees or bona fide
established commercial or selling agencies maintained by OCS for the purpose of securing
business. For breach or violation of this warranty, Town shall have the right to terminate this
Agreement in accordance with the termination clause, and at its sole discretion, to deduct from
the agreement price or consideration, or otherwise recover the full amount for such commission,
percentage or contingent fee.
46. Order of Precedence. Work performed under this contract shall be completed pursuant to the
Scope of Work document (Exhibit A) and the PRIM Document. The Scope of Work (Exhibit A)
and the PRIM Document take precedence over any outstanding agreements, oral or in writing,
by any OCS representative or its agent(s) to Town. The Scope of Work document and the PRIM
Document also take precedence over any RFP prepared by Town, any RFP response submitted
by OCS to Town, or any verbal or written contracts subsequent to the RFP and /or prepared
prior to the date of this contract.
47. Survival . To the extend provided in this Agreement, any continuing obligations shall survive
the termination or expiration of this Agreement.
48. Entire Agreement This Agreement and all exhibits and documents incorporated herein by
reference constitutes the entire agreement, understanding and representations between OCS and
Town, and supersede and replace all prior agreements, written or oral, specifically including the
RFP, GCS's Proposal, and amendments thereto. No modifications or representations to the
Agreement shall be valid unless made in writing and signed by duly authorized representatives
of both Town and OCS, and incorporated as an Addendum hereto.
IN WITNESS WHEREOF, Town and OCS have caused this Agreement to be executed by their duly
authorized officers as of the date set forth below.
Town of Los Gatos
By:
(Authorized Signature)
Title: TOWN MANAGER
APPROVED AS TO FORM:
LARRY ANDERSON, TOWN ATTORNEY
OCS Technologies, Inc.
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ATTEST:
MARIAN V. COSGROVE, TOWN CLERK
OCS Technok&s, Ina 16 Revised .10118193
EXHIBIT A
SCOPE OF WORK
CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE
PROJECT DESCRIPTION
Under the terms and conditions of this Agreement, OCS will provide and install the products listed under OCS
Applications Software Products (see below) and the products listed under 3rd Party Software (see below) on
Hewlett Packard equipment (to be acquired by Town under a separate agreement between Town and Hewlett
Packard). OCS will provide project management and training services for the OCS application software as
described below. No software customization, data conversion or hardware is provided by OCS to Town under
this agreement. OCS has reviewed the hardware configuration proposed by Hewlett Packard and if installed as
proposed, response time guarantees listed in this Agreement will be applicable. OCS assumes no responsibility
for changes in the proposed configuration, the installation of the equipment or any other hardware issues other
than the aforementioned review.
PROJECT MANAGEMENT
Subject to the terms and conditions of the Agreement, OCS will provide project management
services as follows:
OCS will assign a project manager who will work closely with the Los Gatos Project Manager on tasks
such as: design the Los Gatos Project Implementation Plan, coordination of efforts during the
installation process, assist in scheduling training, monitor testing procedures, and act as liaison to OCS
management for contract and implementation related issues.
The project manager will continue to maintain a relationship with Los Gatos once the equipment and
software are accepted, to insure that all facets of this Agreement are concluded to the mutual
satisfaction of both parties.
Much of the project management work and coordination is accomplished from the project manager's
office and over the phone. However, to assure successful implementation for Los Gatos, OCS will also
provide on -site visitations by our project manager during the implementation process as requried. A
total of 100 hours of project management services has been provided within this proposal. Additional
project management time may be purchased at the current rate of $125 per hour.
INSTALLATIONAMPLEMENTATION SERVICES
Subject to the terms and conditions of the Agreement, Town accepts the implementation
services as follows:
Once the hardware is installed and tested by Hewlett Packard, and town has completed the installation
of a phone line and call -back modem, OCS will ship the software tapes for remote installation. OCS will
then dial into the system, conduct the installation process and perform internal test procedures. Once
testing by OCS is completed, training will be scheduled.
A 'System Implementation Schedule' wX be provided in the Project Review and Implementation Manual (PRIM) which will be developed jointly
by the OCS Project Manager and representatim of Town subsequent to contract execution.
OCS Technologies, Ina 17 Revised 10/18/93
SCOPE OF WORK
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CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE
OCS APPLICATION SOFTWARE PRODUCTS
Subject to the terms and conditions of the Agreement, OCS will install the following OCS
application software products:
Police Records Management System (RMS) Including:
Arrest and Booking
Incident and Crime Reporting
Traffic
Property and Evidence
Crime Analysis
Grids Reports Internal Statistical Report Writer)
Managing Criminal Investigations (MCI)
Computer Aided Dispatch
E911 Interface
Digitized Geofile Build & Atlas /GIS Software (See below)
SLETS /CLETSInterface
RMS PC Download Program
CAD PC Download Program
Managing Patrol Operation (MPO)
3RD PARTY SOFTWARE
Subject to the terms and conditions of the Agreement, Town accepts the 3rd party hardware,
software and services as follows:
OCS will install as a part of the installation process, the following third party software products:
1) Omnidex by Dynamic Information Systems Corporation
2) DB Manager by Dynamic Information Systems Corporation
3) Data Express Report Writer by M.B. Foster Associates
DIGITIZED GEOFILE BUILD & ATLAS /GIS SOFTWARE
Introduction
A GEOfile is a geographic database used to verify location data provided by the calling program and
return significant data pertaining to the address. It is a flat text file of street names, block ranges, etc.
Location data may take the form of premise addresses, street intersections, common place names such
as parks, highway call boxes or mileposts, monuments, or virtually any data which can be used to
describe a mapped location.
OCS Technofogies, Inc. 18 Revised 10118193
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ATLAS GIS, a PC software package produced by Strategic Mapping, Inc., is used to create the GEOfile
used by OCS Technologies' CAD and LERMS products. ATLAS GIS has proven to be one of the most
successful and reliable GIS products on the market, and is used extensively by OCS customers.
GEOfile Build Options
There are a variety of options that OCS clients may choose to create and maintain the GEOfile, and
should be selected by the agency based upon its own set of requirements. Among these are:
• Creation of the GEOfile manually with OCS— supplied GEOfile tools, i.e., without the aid of
ATLAS GIS. This option may be appealing to small agencies with a relatively static population
and hence fewer required updates. Building a large GEOfile in this manner is a laborious and
time consuming process, is highly subject to error, and is generally not recommended.
• Creation of the GEOfile using the OCS product GEOfile Build & Maintenance. This is a package
of training and software, including ATLAS GIS, which gives the agency the tools to build and
maintain the GEOfile on an ongoing basis. With this option, the client agency creates the original
GEOfile using ATLAS GIS, then continues to maintain it without the assistance of OCS. This
option may be attractive to an agency serving a growing community, and which has the staff to
dedicate to this task.
• Contracting for OCS GEOfile Build Services. With this option, an OCS GIS specialist creates the
GEOfile based upon agency supplied maps. The client may either maintain the GEOfile with the
OCS GEOfile tools or pay for ongoing OCS services on a time and materials basis. This is a
popular option with both rapidly growing and stable communities, and is convenient and cost -
effective.
• A combination of the two prior methods, i.e., GEOfile Build Services and the GEOfile Build and
Maintenance package. In this option, OCS creates the original GEOfile and the client agency
maintains it on an ongoing basis. OCS GIS specialists remain available to the agency on a
consulting basis. This is an especially effective technique for rapidly growing communities, and
is the option recommended by OCS Technologies.
In this proposal, this service is bid for budgetary purposes. The ultimate choice of service will be made
after vendor selection, with the aid of an OCS GEOfile specialist.
OCS Technologies, Inc. 19 Revlsed.10 118193
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GEOfile Build Services
There are four phases in the GEOfile build project: preparation, Atlas CIS data entry, preliminary
GEOfile build, and final GEOfile build.
Preparation
The customer is asked to provide a GEOfile coordinator who will act as a single point of contact for the
OCS CIS Specialist. This individual will require the assistance of a team. The GEOfile coordinator, team
members, and the quality of the source materials they gather are key elements to the success of the
GEOfile build project.
On -site training, conducted by the CIS Specialist, should be attended by the GEOfile team members. At
the first training session, the CIS specialist will identify the specific source materials that the customer
must gather and will present a method for verifying their accuracy.
Two basic categories of source materials are required: address maps and boundary maps (i. e., response
district boundaries, reporting district boundaries, city boundaries, etc.) The CIS specialist will advise
and assist the team in locating source materials, and will provide instruction concerning methods of
verification. Source materials are subject to approval by the OCS CIS Specialist.
The total amount of time the GEOfile team spends gathering and verifying source materials varies
greatly from site to site. It is dependent on the number of personnel available for these tasks, and the
availability and quality of the source materials.
The CIS Specialist will identify and acquire an existing digital map base in center line street format to
manipulate with the Atlas CIS software. This is usually a TIGER file. TIGER is a Census Bureau
acronym (Topologically Integrated Geographic Encoding and Referencing system) for the digital street
map base used to automate the national census. Once a digital map base has been imported into Atlas
GIS, it can be exported in a variety of formats that are compatible with other commercially available CIS
software.
The street names, addresses, and intersections of the digital map base are manipulated to agree with the
address maps provided by the customer. The information on the boundary maps is entered into Atlas
CIS through a process called "digitizing."
OCS Technologies, Ina 20 Revised 10/18/93
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Atlas CIS Data Entry
The CIS Specialist will systematically compare the address maps provided by the customer with the
center line street file. The street pattern will be adjusted to agree with the address maps by moving,
deleting, and adding street segments. The street name and address ranges for each segment will be
compared with the address maps and corrected as required.
Upon completion of the street file, the CIS specialist will return the address maps to the GEOfile team
with a list of unique street names and a list of street names and address ranges. The team will review the
lists and mark any necessary changes in red.
After district boundaries have been digitized, the CIS specialist will return the original maps to the
GEOfile team with one paper plot for each layer. The team will review these plots and mark any changes
in red.
Preliminary GEOfile Build
The CIS specialist will build the preliminary GEOfile. The GEOfile is delivered to the customer on tape,
and the TASS group installs it on the agencies mini computer.\
The CIS specialist conducts the second training session, which teaches the GEOfile team to verify the
accuracy of the preliminary GEOfile. A print out of the GEOfile is made to assist the verification process.
Any questions or comments concerning the GEOfile will be researched at that time using Atlas CIS and
the original source material.
Final GEOfile Build
After the GEOfile team has reviewed the preliminary GEOfile, they will forward a list of corrections to
the CIS Specialist. Corrections are based on deviations from the original source materials. OCS
Technologies reserves a 30 day period to make corrections, build the final GEOfile, and install it on the
customer's mini computer.
GEOfile Build and Maintenance
The GEOfile Build and Maintenance product is a combination of training, Atlas CIS software, OCS
Technologies software, documentation, and a difital map base that covers the agency's jurisdiction. The
three days of training is conducted by the OCS GIS Specialist. Attendees will learn how to either build a
GEOfile from scratch or maintain an existing GEOfile created with Atlas GIS and other tools.
OCS Technologies, Inc. 21 Revised 10118193
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Although the pricing does not include PC software installation, the client may request assistance (at the
current time and material rates) in purchasing a PC, configuring a PC, and /or installing software and
the digital map base.
The training is designed for one- on-one interaction, although small groups can be accomodated. All
attendees should spend 40 hours preparing for the training session with the Atlas GIS tutorial.
GEOfile Data and Address Verification
All address information taken during a call for service is ver fl >;d against the GEOfile to provide unit
and equipment recommendations. Address information is entered in one of three forms:
• Specific Address, which includes at a minimum house number and street name; or
• Intersection, indicated by entering two street names, or
• Common Place Name.
Address verification makes comparisons against the data in the GEOfile system. In the event that an
exact match is not found, the GEOfile will return a menu of possible matches, based on SOUNDEX
(sound alike) algorithms within the system. When a correct address has been placed into the event
format, the system will automatically enter appropriate GEOfile data into the event record, such as
response district or associated premise records. Address verification may be overridden by the
dispatcher. The GEOfile can also supply additional geographic information, such as map index, county
code, council ward, square mile figure, quadrant, wrecker zone, precinct and crime watch location. A
detailed description of address verification within the CAD system may be found in the Appendix, in
the CAD functional description section.
TRAINING
Subject to the terms and conditions of the Agreement, OCS will provide the following training
services:
Computer Aided Dispatch /13911
.. Trip 1 3 Days
..Trip 2 4 Days
Records Management System /MCI
.. Trip 1 3 Days
..Trip 2 4 Days
..Trip 3 4 Days
OCS Technologies, Inc. 22 Revised 10/18/93
SCOPE OF WORK
(con't)
CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE
SLETS /911 Setup
.. 3 Days Off -Site
Atlas /GIS Geofile Maintenance Training
.. Trip 1 3 Days in Pleasanton
The training price quoted in the cost section of this proposal includes 144 hours of on -site training and
24 hours of off -site training. This also includes 120 hours of off -site time that will be used for training
set -up, installation and implementation of the entire system. These hours will be logged in detail and
presented to Los Gatos on an on -going basis through a monthly report by the project manager. Upon
completion of CAD trip 2 and RMS trip 3, the system tests will be conducted by the on -site trainer.
Training classes will be scheduled at mutually convenient times and will be restricted by the number and s¢e of class depending on the course
offering. Training courses we billable at OCS's standard published fee. In the event that Town desires to reschedule any on -site services provided
by OCS as part of this Agreement, Town shall provide OCS with a written notice for such rescheduling fifteen (I5) working days prior to the
scheduled on -site service. At OCS's discretion, Town is responsible for any travel associated cancellation charges, in the event Town does not
inform OCS of the necessity to reschedule on -site services in a timely manner. All schedule changes shall be requested by Town in writing and are
subject to OCS staff availability.
OCS Technologies, Ina 23 tcevuea AVIeo >J
HARDWARE/SOFTWARE LICENSE CONFIGURATION
CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC
OCS APPLICATION SOFTWARE and OCS CUSTOM SOFTWARE provided under this Agreement is
licensed to Town for operation on the equipment and for the number of users as identified below. In
order to maintain the license -to-use for the software listed, Town must notify OCS within 30 days of
equipment change or increase in the number of users accessing OCS APPLICATION SOFTWARE
and /or OCS CUSTOM SOFTWARE. This form will be completed upon completion of hardware installation.
HARDWARE SOFTWARE —
Model Serial Number of OCS Application or Number of Version
Manufacturer Number Number Workstations OCSCustom Software Users Number
OCS Technologies, Inc. 24 Revised 10118193
EXHIBIT C
PRICING
CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC
PROJECT MANAGEMENT
Item
Extended Price
100 Hours
$8,000.00
INSTALLATIONAMPLEMENTATION SERVICES
Item
Extended Price
120 Hours Training Prep. Install, Implementation
Included
OCS APPLICATION SOFTWARE PRODUCTS (Listed by application or module)
Unit
Extended
Annual Total
Qty Description
Price
Price
Maintenance Maintenance
5 User CAD License
$4,000.00
$20,000.00
$600.00 $3,000.00
6 User RMS License
$4,500.00
$27,000.00
$675.00 $4,050.00
1 Managing Criminal Investigations (MCI)
$10,000.00
$10,000.00
$1,500.00 $1,500.00
1 SLETS Interface Software
$18,000.00
$18,000.00
$2,700.00 $2,700.00
1 E911 Interface
$10,000.00
$10,000.00
$1,500.00 $11500.00
1 PC Download Program (RMS Data)
$5,000.00
$5,000.00
T &M T &M
1 PC Download Program (CAD Data)
$5,000.00
$5,000.00
T &M T &M
1 Managing Patrol Operations
$15,000.00
$15,000.00
$2,250.00 $2,250.00
.. Requires 1 386 PC
1 Data Express Training (2 Days)
$3,800.00
$3,800.00
$0.00 $0.00
1 Geofile Build by OCS
$27,000.00
$27,000.00
N/A N/A
1 Geofile Maintenance Program
$7,995.00
$7,995.00
N/A N/A
1 Geofile Maintenance Program Training (3 Days)
$3,600.00
$3,600.00 N/A N/A
Subtotal
$152,395.00 $15,000.00
Note: PC Download Programs will be supported on a Time and Materials Basis. Training not
included. Out -of- Pocket for all on -site visitations are not included and are the responsibility
of Los Gatos. OCS software maintenance configured at 8 x 5, Monday through Friday.
OCS Technologies, Ina 25 Revised 10/18!93
PRICING
(con't)
CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE
Unit Extended
Item Description Price Price
1 Software Training for OCS Software Shown Above $27,000.00 $27,000.00
.. 144 Hours of On -Site Training /24 Hours Off -Site
3RD PARTY SOFTWARE AND SERVICES
Unit Extended
Price Price
1 Omnidex /DBManager - Dynamic Information Systems$7,500.00$7,500.00
1 Data Express Report Writer - M.B. Foster Assoc. $8,695.00 $8,695.00
Annual Total
Maintenance Maintenante
$1,750.00 $1,750.00
$1,140.00 $1,140.00
OCS Technologies, Inc. 26 Revised 10/18/93
EXHIBIT D
PRODUCT PRICE
Software
OCS Application Software Products and /or Modules (listed)
CAD / E911 / MPO $84,995.00
RMS / MCI $42,000.00
SLETS / CLETS Interface $18,000.00
3rd Party Software and Services $16,195.00
Shipping and Insurance Inc.
OCS Government Discount
($11,750.00)
Maintenance (12 month)
$19,365.93
SUB TOTAL (excluding Taxes)
$168,805.93
Tax @ 8.25%
$13,926.49
Services
Project Management
$8,000.00
Training /Installation /Implementation
$34,400.00
GRAND TOTAL PRICE $225,132.42
OCS Technologies, Inc. 27 Revised 10118193
EXHIBIT E
PAYMENT SCHEDULE
CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE
In consideration of granting a license to use OCS APPLICATION SOFTWARE, and for providing
Hardware and services which include Consulting Services, Project Management, Installation, and
Training, OCS shall invoice Town and Town shall pay within thirty (30) days of receipt of invoice as
follows:
1) Payment of 25% of the total Agreement price of $225,132.42 upon execution of this
Agreement, plus all applicable taxes.
REMAINING PAYMENTS:
1) Payment of 10% upon delivery of the PRIM.
2) Payment of 10% upon Installation and Training of CAD and Externals.
3) Payment of 15% upon Acceptance of CAD and Externals.
4) Payment of 15% upon Installation and Training of RMS.
5) Payment of 15% upon Acceptance of RMS.
6) Payment of 10% due upon Final Acceptance.
All amounts past due shall bear interest at the rate of 1 -1/2% per month (or the maximum extent
allowed under applicable law, whichever is less). Interest charges shall accrue beginning on the date of
original invoice if the outstanding balance is thirty (30) days or more past due. Town shall pay all costs
of collection for amounts due hereunder, including reasonable attorney's fees.
OCS Technologies, Inc. 28 Revised,10 118193
EXHIBIT F
OCS APPLICATION SOFTWARE ESCROW AGREEMENT
CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE
OCS Technologies, Inc., protects its Town's investment by maintaining an Escrow Agreement with its
National User Group. All OCS software is placed in an Escrow Account held by the National Safe
Depository of West Sacramento, California. This deposit is performed automatically on a monthly basis
and with each new release of OCS software. Confirmation of said deposits may be received upon
written request from the maintenance- paying Town.
OCS Technologies, Inc. 29 Revised 10/18/93
EXHIBIT G
OCS SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
CONFIDENTIAL
TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE
EXHIBIT G Page 1 of 5
This SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT is an addendum to the
INFORMATION SYSTEM AND SOFTWARE LICENSE CONTRACT between the Town of Los Gatos,
California, an entity organized under the laws of the State of California (hereinafter referred to as
'"Town "), located at 110 E. Main Street, Los Gatos, California 95031 and OCS Technologies, Inc., a
corporation organized under the laws of the State of Washington (hereinafter referred to as "OCS ")
located at 5960 Inglewood Dr., Pleasanton, CA 94588.
THIS AGREEMENT WITNESSES that in consideration of the annual software support and maintenance
fee to be paid by Town to OCS and other good and valuable consideration, the receipt and sufficiency of
which is acknowledged by OCS, the parties agree as follows:
1. Definitions. As used in this Agreement, unless the context otherwise requires, the following
terms shall have the meanings set out below:
a. MAIlVTENANCE shall mean changes in program logic and documentation to correct
known defects and maintain the operational quality of the OCS APPLICATION
SOFTWARE AND /OR OCS CUSTOM SOFTWARE currently installed under license by
OCS.
b. EXTERNAL INTERFACE shall mean OCS programs that are specifically written to send
and /or receive information from external programs. In all situations, this applies to any
applicable third party software or hardware as specified by OCS.
C. NEW RELEASES shall mean any added functionality or changes to functionality of
programs and materials not included in the OCS APPLICATION SOFTWARE at the
time of the execution of the original LICENSE- TO-USE Agreement.
2. Extended Warranty. OCS shall maintain Town's Licensed -To-Use OCS APPLICATION
SOFTWARE as identified on page one (1) of this Agreement such that it operates in conformity
with the current Users Reference Manual for the installed software version, including all error
corrections or changes. OCS shall use best efforts to correct any reproducible error. Suspected
error conditions will be investigated and corrected by OCS personnel at OCS offices to the
extent possible. OCS may provide Town with unsolicited error corrections or changes to the
software which OCS determines are necessary for proper operations of its OCS APPLICATION
SOFTWARE, and Town shall incorporate these corrections or changes in the System within
ninety (90) days of receipt from OCS or maintenance for the module may be discontinued.
3. Produc . OCS Software Products and Modules covered under this Agreement are listed in
Exhibit B.
4. New Releases. OCS is continually working on improvements to all OCS APPLICATION
SOFTWARE MODULES. During the term of this Agreement, as these improvements
OCS Technologies, Inc. 30 Revised 10118193
EXHIBIT G Page 2 of 5
are released, Town will receive one copy of the improvements including OCS APPLICATION
SOFTWARE, documentation and installation procedures. OCS reserves the right to make final
determination as to whether or not newly completed or acquired enhancements, modules
and /or applications are deemed separately priced products or are to be included as no-cost
enhancement /new releases for the maintenance- paying Town.
5. Priming. OCS Software Support and Maintenance fees are billed annually on the anniversary
date of this Maintenance Agreement. OCS' current policy on determination of the annual fee is
based on 15% of the retail price of the software at the time of software acquisition. OCS reserves
the right to change this policy and pricing for annual maintenance, not to exceed the then
current standard maintenance fees identified in the OCS maintenance policy normally charged
to other non - customized software users of the OCS User's Group, with a 60 day written notice
to Town.
6. Remote Diagnostics. stics. Town understands and agrees to install a dial -back modem prior to
installation of OCS software to effect OCS APPLICATION SOFTWARE diagnostics and
corrections from a remote location. Costs associated with the purchase and installation of the
dial back modem are the responsibility of the Town.
7. On -Site Assistance. If a problem cannot be resolved using remote diagnostics, with the Town's
authorization, OCS will send a specialist to the Town's site under the following terms and
conditions: (a) If the problem lies solely with OCS's OCS APPLICATION SOFTWARE, OCS will
be responsible for all expenses associated with the resolution of the problem, and (b) If the
problem is Town generated, Town is responsible for all fees and expenses and will be
automatically billed on a net 30 basis at OCS's then - current service rate. Non payment
of billed services shall constitute a breach of Agreement and all maintenance shall be withheld
until such time as all back payments plus applicable late penalties and interest have been fully
repaid. Town generated problems include, but are not limited to, any and all hardware failures
that cause OCS APPLICATION SOFTWARE not to operate as described in the User Reference
Manual for the installed software version, hardware vendor operating system failures that cause
OCS APPLICATION SOFTWARE not to operate as described in the User Reference Manual for
the installed software version, or improper use of the OCS APPLICATION SOFTWARE.
8. Telephone Access Support Service (TASS). Calls to TASS will be accepted during regular
business hours from 0630 PST to 1700 PST on Monday through Friday excluding announced
OCS holidays. Responses from TASS or other OCS representatives will be provided during the
same hours. OCS will make best efforts to resolve problems promptly. Town will select no
more than two (2) of its employees to serve as official representatives of Town to use the TASS
hot line support. The TASS service is not to be considered a source of training or a source of
consulting. Misuse of the TASS Service may result in direct billing to Town for consulting
services. It is Town's responsibility to regulate and authorize the use of this service by its
employees.
9. EXTERNAL INTERFACE Software Support. EXTERNAL INTERFACE Software Support and
Maintenance shall be provided to Town as follows:
9.1. Support and Maintenance for OCS EXTERNAL INTERFACE Software shall be limited
solely to the code developed and /or provided by OCS. Calls for support on
EXTERNAL INTERFACE software by Town to OCS shall be reviewed by OCS to
determine the source of the problems encountered. In the event problems are deemed
to be caused by OCS developed and installed software, OCS shall repair said problems
under the terms of this agreement. If the problems are deemed to be caused by software
and /or systems external to OCS code, however, Town shall be billed at the then current
time and materials rate for all diagnostics and problem determination.
OCS Technologies, Inc. 31 Revised 10118193
EXHIBIT G Page 3 of 5
OCS SHALL NOT BE RESPONSIBLE FOR ANY EXTERNAL SYSTEMS, CHANGES
AND /OR MODIFICATIONS TO EXTERNAL SYSTEMS, OR THE INSTALLATION OF
NEW SYSTEMS EXTERNAL TO THE OCS CODE THAT IMPACTS COMPATIBILITY
OF THE SYSTEM INSTALLED BY OCS.
9.2. Changes to External Systems. In the event any external software is modified, improved,
or changed in such a way that OCS software is no longer compatible, Town shall
immediately notify OCS of such changes or modifications. In order to remain on the
OCS maintenance program, system compatibility must be maintained. Town may
request that OCS provide a proposal to include a time and materials cost estimate for
the work required to restore compatibility. OCS may furnish a written proposal
provided the modifications are commercially, technically and practically feasible. Upon
receipt of the OCS proposal, Town will issue a Notice To Proceed, which must be
accepted in writing by OCS prior to performing the necessary modifications. During the
time in which Town's system is incompatible with OSC's officially recognized release
(due to problems external to the OCS developed code), support will be provided on a
time and materials basis only. When compatibility has been restored, Town may elect to
return on maintenance according to the then current OCS policy regarding maintenance
restoration. Until such time as the maintenance program has been re- instituted, Town
will only receive maintenance on a time and materials basis.
10. Support Restriction. OCS is under no obligation to provide support services to any version of
the OCS APPLICATION SOFTWARE provided by OCS except the then current and officially
recognized release version of said software. If Town fails to install and maintain current
versions of OCS software as new versions are completed and officially released, OCS reserves
the right to remove Town from the maintenance program and provide maintenance services to
Town on a time and materials basis only.
11. National User Group Meeting_ A National User Group (NUG) meeting sponsored jointly by
OCS and the OCS User Group will take place annually in a location near OCS headquarters
offices in Pleasanton, California. This meeting will include, but not be limited to: training
classes, demonstrations of OCS APPLICATION SOFTWARE MODULES; user submitted
software programs; and, procedures and demonstrations of complementary third party
products. Additionally, the technical resources of OCS will be available to attendees for
discussions on product content. NUG meeting attendance fees are the responsibility of the
attendee.
12. Changes or Modifications by Town. Any changes or modifications to OCS APPLICATION
SOFTWARE or to the OCS APPLICATION SOFTWARE operating environment by Town
without OCS's written authorization is an unauthorized change and is in violation of this
Agreement. In the event Town is deemed to be in violation of the license -to-use terms of this
Agreement, OCS reserves the right to terminate this Agreement pursuant to section 21.2 of the
Information System and Software License Contract.
13. Town Responsibilities. Town's responsibilities shall include, but not be limited to, the following:
13.1 Town shall provide OCS personnel with the work space necessary for the proper
execution of its service obligations as necessary and required by OCS.
13.2 Town will be responsible for maintaining the computer hardware, communications
equipment, telephone lines, cabling, modems and all other hardware equipment as
necessary and required by OCS.
OCS Technologies, Inc. 32 Revised 10118193
EXHIBIT G Page 4 of 5
13.3 Town will make available computer time for the testing and maintenance of software as
necessary and required by OCS.
13.4 Town will make available all necessary supplies such as paper, magnetic tape and disk
packs as necessary and required by OCS.
14. Term of Agreement. This OCS Software Support and Maintenance Agreement shall be effective
for a period of 12 months after expiration of the ninety day warranty period and will be
automatically renewed annually, contingent upon the receipt of Town's payment for annual
maintenance.
15. Termination. Either party shall have the right to terminate this Agreement upon not less than
thirty (30) days advance written notice. If terminated prior to the expiration of one (1) year, the
annual fee will be prorated and any remaining sum refunded less any outstanding payment for
service rendered under this agreement. This Agreement may also be terminated if Town fails to
pay any charges owed to OCS when such charges become due and payable.
16. Warranties.
16.1 OCS APPLICATION SOFTWARE Warranty. OCS warrants that each OCS
APPLICATION SOFTWARE MODULE will perform free of software defects that would
prevent the System from operating in the manner described in the OCS User
Documentation for the version of the software installed.
16.2 THE TOWN UNDERSTANDS AND AGREES THAT EXCEPT FOR THE FOREGOING
WARRANTY, NO OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY
TO THE SYSTEM. ALL SUCH IMPLIED WARRANTIES ARE HEREBY AND
EXPRESSLY DISCLAIMED. OCS's sole obligation for breach of the foregoing
warranties shall be limited to repairing and /or replacing, at its option, the software
components at its own expense, which shall be Town's sole and exclusive remedy. The
repair or replacement of any defective software under this warranty is conditioned
upon the System not having been altered or repaired by any individual other than OCS
employees or agents, and OCS shall not be responsible for any defects resulting from the
mishandling, abuse, misuse, improper storage or improper operation, including use in
conjunction with equipment which is electrically or mechanically incompatible with or
of inferior quality to the System, as well as failure to maintain the environmental
conditions specified by the manufacturer of the System.
17. Limitation of Liability. OCS will not be liable for any claims, actions, suits, proceedings, costs,
expenses, damages or liabilities arising out of OCS's performance under the Agreement unless
such claims, actions, suits, proceedings, costs, expenses, damages or liabilities (a) are
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible
property, and (b) are caused by the negligent act or omission of OCS, its sub contractors, agents,
servants and employees. Operation of the System and use of the products and services
identified in this Agreement are the sole responsibility of Town. OCS's sole undertaking is
limited to providing the products and services outlined herein in accordance with the terms and
conditions of this Agreement. The provision of products sold and services performed by OCS
to Town shall not be interpreted, construed, or regarded, either expressly or implied, as being
for the benefit of or creating any obligation toward any third party or legal entity outside of OCS
and Town; OCS's obligations under this Agreement extend solely to Town.
OCS Technologies, Inc. 33 Revised 10118193
EXHIBIT G Page 5 of 5
OCS's liability hereunder for damages, regardless of the form or action, shall not exceed the fees
or other charges paid to OCS by Town under this Agreement. NEITHER OCS NOR ANY
MANUFACTURER OR SOFTWARE PROVIDER FOR THIS SYSTEM SHALL IN ANY EVENT
BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOST INCOME, LOST REVENUE, OR LOST PROFIT,
WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT AT THE TIME THAT THIS
AGREEMENT WAS ENTERED INTO, AND WHETHER OR NOT SUCH DAMAGES ARISE
OUT OF A BREACH OF WARRANTY, A BREACH OF AGREEMENT, NEGLIGENCE, STRICT
LIABILITY OR ANY OTHER THEORY OF LIABILITY.
18. Indemnification. Each party shall indemnify and hold harmless the other party in connection
with claims, losses, damages, liabilities, and lawsuits to the extent they arise from, or are alleged
to arise from, negligent acts solely in connection with a party's performance under this
Agreement or a party's use of, or operation of, the Product(s) sold, installed, and maintained
under this Agreement. This indemnity extends solely to claims and lawsuits for personal injury,
death, or destruction of tangible property. IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF USE,
LOSS OF PROFIT OR ATTORNEY'S FEES.
19. Property Rights. The Town agrees that all enhancements provided by OCS, or declared in
concert with or as co-developers under a joint development effort, shall be the exclusive
property of OCS pursuant to the OCS License -To-Use OCS APPLICATION SOFTWARE
Agreement.
20. Security and Privacy. OCS agrees that none of its officers or employees shall use or reveal any
research or statistical information furnished by any person and identifiable to any specific
private person for any purpose other than the purpose for which it was obtained. Copies of
such information shall not, without the consent of the person furnishing such information, be
admitted as evidence or used for any purpose in any action, suit or other judicial or
administrative proceedings, unless ordered by a court of competent jurisdiction. Town shall be
notified immediately upon receipt of any such order of court, pertaining to production of such
information.
21. Changes to files and /or hardware configuration. Any changes to files and /or hardware which
may effect OCS software performance, including but not limited to changes to existing
hardware configurations, network configurations, terminal and printer characteristics or
modems without the prior written consent of OCS may void this Agreement. OCS may provide
requested support on a time and material basis only, until such time as a new Maintenance
Agreement is re- negotiated.
IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized
representatives.
Town of Los Gatos
By:
(Authorized Signature)
DAVID W. KNAPP
Title: TOWN MANAGER
Date:
APPROVED AS FORM:
Technologies, Inc.
B
uthorize gnature)
Name: J_ S (crt g
Title: _1/(fE
Date:
ATTEST
LARRY ANDERSON, TOWN ATTORNFY MARIAN V COSGROVE, 3:04IN 66 €PY
OCS Technologies, Inc. 34 Revised 10118193