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HomeMy WebLinkAboutGEOGRAPHIC SOLUTIONS 1AGREEMENT TERMINATION Please complete this form when the attacl ,u e nth l ger in effect. Return form to the Sr_ Deputy Clerk of tlffyupcil (M JO1. �q1A647-5238 if you have any questions. CLER. ,; OHL 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - -P - - - - - - - - - - - - - - - - - - - - The agreement with 11 <lr i%J No.A_ a605--IRO was completed on final Department: Signature: f i Date: )' has been made. City of Santa Ana Revised 8-7-03 Clerk of the Council A-2005-120 Geographic Solutions Virtual One Stop Subscription Agreement TERMS AND CONDITIONS This Agreement is made between Santa Ana W/O/R/K Center of, 1000 E. Santa Ana Blvd, 4200, Santa Ana, CA 92701, referred to as SUBSCRIBER, and Geographic Solutions, Inc. of 1001 Omaha Circle, Palm Harbor, Florida 34683, referred to as GEOGRAPHIC SOLUTIONS. The SUBSCRIBER and GEOGRAPHIC SOLUTIONS, intending to be legally bound, hereby covenant and agree as follows: 1. DEFINITIONS. In addition to terms elsewhere defined in this Agreement, the following terms shall have the meanings set forth in this Section I for purposes of this Agreement: 1.1 ACCEPTANCE. A PROGRAM module will be deemed to be ACCEPTED by SUBSCRIBER when; a) An authorized representative of the SUBSCRIBER signs a GEOGRAPHIC SOLUTIONS acceptance certificate indicating in writing that the PROGRAM module has been accepted or; b) The PROGRAM module has been installed and has been operating on the HOST SERVER without a reported and reproducible ERROR for a period of 15 SUBSCRIBER does not return the certificate to GEOGRAPHIC SOLUTIONS, indicating rejection of the PROGRAM module and a valid reason for the rejection. c) Within 15 calendar days of receiving an acceptance certificate LICENSEE does not return the certificate to GEOGRAPHIC SOLUTIONS, indicating rejection of the PROGRAM module and a valid reason for the rejection. 1.2 ALMIS DATABASE is America's Labor Market Information System Database. The ALMIS DATABASE is a centralized database developed to support states' efforts to develop and maintain a comprehensive labor market and occupational information system. 1.3 DOCUMENTATION means user manuals and other written materials that relate to PROGRAM. DOCUMENTATION shall include any ERROR CORRECTIONS, MAINTENANCE MODIFICATIONS or BASIC ENHANCEMENTS thereto created by GEOGRAPHIC SOLUTIONS from time to time, and shall include MAJOR ENHANCEMENTS thereto when added to the DOCUMENTATION in connection with services contracted by SUBSCRIBER under separate agreement with GEOGRAPHIC SOLUTIONS. 1.4 ENHANCEMENTS shall mean changes or additions, other than MAINTENANCE MODIFICATIONS, to CORE CODE and related DOCUMENTATION, including all new releases, that improve functions, add new functions, or significantly improve performance by changes in system design or coding. 1.4.1 BASIC ENHANCEMENTS mean any ENHANCEMENTS that are not MAJOR ENHANCEMENTS. 1.4.2 MAJOR ENHANCEMENTS means changes or additions to PROGRAM and Geographic Solutions Virtual One Stop Subscription Page related DOCUMENTATION that (1) have a value and utility separate from the use of the PROGRAM and DOCUMENTATION; (2) as a practical matter, may be priced and offered separately from the PROGRAM and DOCUMENTATION; and (3) are not made available to any of GEOGRAPHIC SOLUTIONS' customers without separate charge. 1.5 ERROR is a statement or omission in the PROGRAM that causes or results in an incorrect function and that results in a failure to comply in any material respect with the applicable specifications. 1.6 ERROR CORRECTION is either a modification or addition other than ENHANCEMENTS or MAINTENANCE MODIFICATIONS that, when made or added to the PROGRAM, brings the PROGRAM into material conformity with its specifications, or a procedure or routine that, when observed in the regular operation of the PROGRAM, avoids the practical adverse effect of such nonconformity. 1.7 HOST SERVER is a specific server located at the offices of GEOGRAPHIC SOLUTIONS. This GEOGRAPHIC SOLUTIONS server will be available to the public and staff of SUBSCRIBER via the Internet. 1.8 MAINTENANCE MODIFICATIONS are any modifications or revisions, other than MAJOR ENHANCEMENTS, to the PROGRAM or DOCUMENTATION that correct ERRORS, support new releases of the operating systems with which the PROGRAM is designed to operate, support new input/output (1/0) devices, or provide other incidental updates and corrections. 1.9 PROGRAM is the computer software composed of the GEOGRAPHIC SOLUTIONS Virtual OneStop Program Modules listed in EXHIBIT A attached hereto collectively referred to as the PROGRAM including any ERROR CORRECTIONS, MAINTENANCE MODIFICATIONS and ENHANCEMENTS thereto and updates thereof furnished by GEOGRAPHIC SOLUTIONS. 1.10 QUALIFIED PRIMARY CONTACT shall have the meaning set forth in Section 14.2. 1.11 REGULAR BUSINESS HOURS are between 8.00 a.m. and 5.00 p.m. Eastern Time, Monday through Friday, excluding regularly scheduled holidays. 1.12 RELEASE is a new version of the PROGRAM, which may include MAINTENANCE MODIFICATIONS and/or ERROR CORRECTIONS and/or ENHANCEMENTS. 1.13 SERVICE AREA is the limited region in which the PROGRAM will be used to provide one -stop services to the residents of that specific area. Certain labor market and employer data will only be available for the SERVICE AREA. Individuals from outside the SERVICE AREA will be able to access services for the purposes of career and job search in the SERVICE AREA. The PROGRAM will only service employers that are located within the SERVICE AREA. 1.14 STANDARD REPORTING PROCEDURE is the reporting of ERRORS by the QUALIFIED PRIMARY CONTACT, to GEOGRAPHIC SOLUTIONS via fax at 727-786- 5871 or E-mail to techsptnneoo old. Geographic Solutions Virtual One Stop Subscription page 2 1.15 SUBSCRIBER is the entity so identified above and any wholly owned subsidiary thereof that shall be established for the principal purpose of subscribing to the PROGRAM. 1.16 SUBSCRIPTION FEES. As consideration for the SUBSCRIPTION granted herein, SUBSCRIBER agrees to pay the fees for the PROGRAM as set forth in EXHIBIT A. 2. EFFECTIVE DATE. Upon execution by SUBSCRIBER and GEOGRAPHIC SOLUTIONS this Agreement shall become effective 12:01 A.M. July 1, 2005. 3. TERM OF AGREEMENT. The Agreement shall continue for an initial period of twelve (12) months from its Effective Date, and shall automatically renew thereafter for subsequent terms of one (1) year until either party gives the other party at least thirty (30) days written notice of termination in advance of the end of the then -current term pursuant to the provisions contained herein concerning written notice. 4. TERMINATION. SUBSCRIBER may terminate this Subscription Agreement at any time by notifying GEOGRAPHIC SOLUTIONS pursuant to the provisions contained herein concerning written notice and by payment in full of all SUBSCRIPTION FEES set forth in EXHIBIT A. Should SUBSCRIBER fail to pay any fees or charges due hereunder, GEOGRAPHIC SOLUTIONS may, at its option, in addition to other available remedies, terminate this Agreement or suspend services, provided that it first gives SUBSCRIBER fifteen (15) days prior written notice in order to permit SUBSCRIBER to cure the default. Should SUBSCRIBER fail to carry out any other obligation under this Agreement or any other agreement with GEOGRAPHIC SOLUTIONS, GEOGRAPHIC SOLUTIONS may, at its option, in addition to other available remedies, terminate this Agreement or suspend services, provided that it first gives SUBSCRIBER thirty (30) day's prior written notice in order to permit SUBSCRIBER to cure the default. 5. SUBSCRIPTION GRANT. In consideration of the payment of the SUBSCRIPTION FEES set forth herein, GEOGRAPHIC SOLUTIONS grants to SUBSCRIBER a nonexclusive, nontransferable and nonassignable SUBSCRIPTION to the package of computer and related materials identified in EXHIBIT A, which together constitute the PROGRAM, for the Service Area defined in Section 7, subject to the following terms and conditions. The PROGRAM is solely owned by GEOGRAPHIC SOLUTIONS and is copyrighted. GEOGRAPHIC SOLUTIONS does not sell or transfer title to the PROGRAM to SUBSCRIBER. The SUBSCRIPTION to the PROGRAM will not commence until an authorized representative of SUBSCRIBER and of GEOGRAPHIC SOLUTIONS has executed this Agreement. Geographic Sofurtons Virtual One Stop Subscription page 3 6. SCOPE OF RIGHTS. SUBSCRIBER may: 1. Use and execute the PROGRAM for purposes of serving the needs of its business. 2. In support of SUBSCRIBERS authorized use of the PROGRAM, access and display the PROGRAM on any computer including those accessing the PROGRAM via an internet or intranet computer. SUBSCRIBER shall not assign, sublicense, transfer, pledge, lease or rent, its rights under this Subscription Agreement. SUBSCRIBER agrees that it will not attempt to reverse assemble, reverse compile, or otherwise translate the Software. SUBSCRIBER agrees not to create, or grant access to anyone to create, derivative works from all or part of the PROGRAM. SUBSCRIBER acknowledges and agrees that the PROGRAM is a proprietary product of GEOGRAPHIC SOLUTIONS protected under U.S. copyright law. SUBSCRIBER further acknowledges and agrees that all right, title, and interest in and to these programs, including associated intellectual property rights, are and shall remain solely the property of GEOGRAPHIC SOLUTIONS. This Agreement does not convey to SUBSCRIBER an interest in or to the Program, but only a right of use revocable in accordance with the terms of this Agreement. The PROGRAM may access a database of businesses that is leased to the State through a master agreement between the Maine Department of Labor and InfoUSA, Inc., Omaha, Nebraska, 68127. Resale of this data is prohibited. Any use of the data, except for the intended purpose of job search, is prohibited without the express written consent of InfoUSA, Inc. The continued use of this data by SUBSCRIBER is subject to the continuation of this lease. 7. SERVICE AREA. The SERVICE AREA for this Agreement is: City of Santa Ana, California. The PROGRAM will be used to provide one -stop services to the residents of the SERVICE AREA. Certain labor market and employer data will only be available for the SERVICE AREA. Individuals from outside the service area will be able to access services for the purposes of career and job search in the Service Area. The PROGRAM will only service employers that are located within the SERVICE AREA. 8. PROGRAM ACTIVATION. Upon execution of this agreement by both parties, GEOGRAPHIC SOLUTIONS will create the PROGRAM for SUBSCRIBER and make the PROGRAM available on the world wide -web. GEOGRAPHIC SOLUTIONS will not be responsible for delays caused by events or circumstances beyond its reasonable control. The PROGRAM will utilize data from State and Federal sources. Delays by State and Federal agencies in providing this data may affect the availability of some portions of the PROGRAM. Geographic Solutions Virtual One Slop Subscription page 4 9. FEES AND PAYMENT. SUBSCRIBER agrees to pay the initial SUBSCRIPTION FEES for PROGRAM set forth in EXHIBIT A, according to the payment plan set forth in EXHIBIT B. GEOGRAPHIC SOLUTIONS agrees to cap the 2nd year subscription fees at ISt year rate outlined in EXHIBIT A. 10. PROPRIETARY PROTECTION AND RESTRICTIONS. 10.1 LIMITED RIGHT OF USE. GEOGRAPHIC SOLUTIONS shall have sole and exclusive ownership of all right, title, and interest in and to the PROGRAM and all ERROR CORRECTIONS, MAINTENANCE MODIFICATIONS and ENHANCEMENTS thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to SUBSCRIBER herein by GEOGRAPHIC SOLUTIONS. This Agreement does not provide SUBSCRIBER with title or ownership of the PROGRAM, but only a SUBSCRIPTION for the period outlined in Section 2. SUBSCRIBER must keep the PROGRAM free and clear of all claims, liens, and encumbrances. 10.2 RESERVATION OF RIGHTS; ACKNOWLEDGMENTS. SUBSCRIBER acknowledges that the PROGRAM that is being subscribed to by SUBSCRIBER hereunder constitutes a commercially valuable, proprietary product of GEOGRAPHIC SOLUTIONS, the design and development of which reflects the effort of skilled experts and the investment of considerable time and money. SUBSCRIBER acknowledges that the PROGRAM contains substantial trade secrets of GEOGRAPHIC SOLUTIONS, which GEOGRAPHIC SOLUTIONS shall entrust to SUBSCRIBER in confidence to use and copy only as expressly authorized by this Agreement. SUBSCRIBER further acknowledges that GEOGRAPHIC SOLUTIONS claims and reserves all rights and benefits afforded under federal copyright law in the PROGRAM. Any distribution, copying, or modification of such materials not expressly authorized by this Agreement is strictly prohibited. SUBSCRIBER may not use, copy, modify, or distribute the PROGRAM (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by GEOGRAPHIC SOLUTIONS. SUBSCRIBER may not reverse assemble, reverse compile, or otherwise translate the PROGRAM. SUBSCRIBER's rights may not be transferred, leased, assigned, or sublicensed except for a transfer of the SUBSCRIPTION in its entirety to (1) a successor in interest of SUBSCRIBER's entire business who assumes the obligations of this Agreement or (2) any other party who is reasonably acceptable to GEOGRAPHIC SOLUTIONS, and who enters into a substitute version of this Agreement, and pays an administrative fee intended to cover attendant costs. 10.3 INJUNCTIVE RELIEF. SUBSCRIBER acknowledges that, in the event of a breach of any of the foregoing provisions by SUBSCRIBER, GEOGRAPHIC SOLUTIONS will not have an adequate remedy in money or damages. GEOGRAPHIC SOLUTIONS shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. GEOGRAPHIC SOLUTIONS' right to obtain injunctive relief shall not limit its right to seek further remedies. 10.4 CONFIDENTIALITY OBLIGATIONS. In addition to the limitations on Geographic Solutions Virtual One Stop Subscription Page 5 SUBSCRIBER's rights set forth hereof, SUBSCRIBER shall not, at any time, disclose or disseminate the trade secrets embodied in the PROGRAM to any other person, firm, or organization or to any employee or agent of SUBSCRIBER who does not need to obtain access thereto in connection with SUBSCRIBER's exercise of its rights under this Agreement. Under no circumstances may SUBSCRIBER disclose or disseminate such trade secrets to any competitor of GEOGRAPHIC SOLUTIONS. SUBSCRIBER shall devote its best efforts to ensure that all persons afforded access to the PROGRAM protect GEOGRAPHIC SOLUTIONS' trade secrets against unauthorized use, dissemination, or disclosure. 10.5 INFRINGEMENT. If a third party claims that the PROGRAM infringes its patent, copyright, or trade secret, or any similar intellectual property right, GEOGRAPHIC SOLUTIONS will defend SUBSCRIBER against that claim at GEOGRAPHIC SOLUTIONS' expense and pay all damages that a court awards, provided that SUBSCRIBER promptly notifies GEOGRAPHIC SOLUTIONS in writing of the claim, and allows GEOGRAPHIC SOLUTIONS to control and cooperate with SUBSCRIBER in the defense of such claim or any related settlement negotiations. If such a claim is made or appears possible, SUBSCRIBER agrees to permit GEOGRAPHIC SOLUTIONS to enable SUBSCRIBER to continue to use the PROGRAM, or to modify or replace it. If GEOGRAPHIC SOLUTIONS determines that none of these alternatives is reasonably available, SUBSCRIBER agrees to return the PROGRAM on GEOGRAPHIC SOLUTIONS' written request, and SUBSCRIBER will then receive a credit equal to the net book value for the PROGRAM determined in accordance with generally accepted accounting principles. However, GEOGRAPHIC SOLUTIONS has no obligation for any claim based on modification by SUBSCRIBER of the PROGRAM or its combination, operation, or use with any product, data, or apparatus not specified or provided by GEOGRAPHIC SOLUTIONS, provided that such claim solely and necessarily is based on such combination, operation, or use and such claim would be avoided by combination, operation, or use with products, data, or apparatus specified or provided by GEOGRAPHIC SOLUTIONS. THIS PARAGRAPH STATES GEOGRAPHIC SOLUTIONS' ENTIRE OBLIGATION TO SUBSCRIBER WITH RESPECT TO ANY CLAIM OF INFRINGEMENT. 10.6 SURVIVAL OF OBLIGATIONS. SUBSCRIBER's obligations under this Section shall survive termination of this Agreement. 11. LIMITED WARRANTY. GEOGRAPHIC SOLUTIONS warrants, for SUBSCRIBER's benefit alone, that for the SUBSCRIPTION TERM, as defined in Section 2, the PROGRAM shall operate substantially in accordance with its functional specifications. During the SUBSCRIPTION TERM, if any reproducible ERROR in the PROGRAM appears, for which GEOGRAPHIC SOLUTIONS is responsible, GEOGRAPHIC SOLUTIONS shall employ prompt, commercially reasonable efforts to correct or cure such ERROR at no additional charge to SUBSCRIBER. However, GEOGRAPHIC SOLUTIONS shall not be obligated to correct, cure, or otherwise remedy any ERROR in the PROGRAM if (1) SUBSCRIBER has performed any maintenance or modifications to the PROGRAM without GEOGRAPHIC SOLUTIONS' express written authorization; (2) PROGRAM has been misused or damaged in any respect; or (3) GEOGRAPHIC SOLUTIONS has not been notified, in writing of the existence and nature of such ERROR promptly upon its discovery. Geographic Solutions Virtual One Stop Subscription Page 6 GEOGRAPHIC SOLUTIONS warrants that the PROGRAM is currently compliant with year 2000 logic. The term "Year 2000 Logic" means that the software system shall not end abnormally or give incorrect results during operation prior to, during or after the year 2000 as a result of processing, storing or displaying date information contained in the system. SUBSCRIBER acknowledges that the PROGRAM may access data from Internet sites of other organizations or provide Internet links to allow users to visit the web sites of other organizations. GEOGRAPHIC SOLUTIONS makes no representations concerning this information or regarding the quality or acceptability of the data, products or services offered by the companies or providers referenced at these sites, or whether any permission or agreement may be required by SUBSCRIBER to access this information. GEOGRAPHIC SOLUTIONS reserves the right to remove this data and/or these links if it deems it necessary. GEOGRAPHIC SOLUTIONS is not responsible for obsolescence of the PROGRAM that may result from changes in SUBSCRIBER's requirements. The foregoing warranty shall apply only to the most current version of the PROGRAM issued by GEOGRAPHIC SOLUTIONS. GEOGRAPHIC SOLUTIONS assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the PROGRAM. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GEOGRAPHIC SOLUTIONS SPECIFICALLY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 12. LIMITATION OF LIABILITY. GEOGRAPHIC SOLUTIONS' cumulative liability to SUBSCRIBER or any other party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the fee paid to GEOGRAPHIC SOLUTIONS for the SUBSCRIPTION to the PROGRAM. In no event shall GEOGRAPHIC SOLUTIONS be liable for any indirect, incidental, consequential, special, or exemplary damages, lost profits, claims or demands brought against SUBSCRIBER, even if GEOGRAPHIC SOLUTIONS has been advised of the possibility of such damages. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have been proven to be invalid. GEOGRAPHIC SOLUTIONS shall have no liability for accuracy or quality of data displayed by the PROGRAM. SUBSCRIBER acknowledges that any use of computers is subject to a likelihood of human and machine errors, and omissions. SUBSCRIBER should adopt such measures to limit the impact of those problems, including verifying the accuracy of data; examining and confirming results prior to use; and adopting procedures to identify errors and omissions. Geographic Solutions Virtual One Stop Subscription Page 7 13. SUPPORT AND MAINTENANCE. During the term of this Agreement, GEOGRAPHIC SOLUTIONS will provide maintenance and support services in support of the PROGRAM listed in EXHIBIT A. These services shall consist of: 13.1 INTERNET SUPPORT. GEOGRAPHIC SOLUTIONS shall provide SUBSCRIBER priority internet support during REGULAR BUSINESS HOURS that permits SUBSCRIBER to report problems and seek assistance in use of the PROGRAM. 13.2 TELEPHONE SUPPORT. GEOGRAPHIC SOLUTIONS shall provide SUBSCRIBER priority telephone support during REGULAR BUSINESS HOURS that permits SUBSCRIBER to report problems and seek assistance in use of the PROGRAM. 13.3 FAX SUPPORT. GEOGRAPHIC SOLUTIONS shall provide SUBSCRIBER priority fax support during REGULAR BUSINESS HOURS that permits SUBSCRIBER to report problems and seek assistance in use of the PROGRAM. 13.4 E-MAIL SUPPORT. GEOGRAPHIC SOLUTIONS shall provide SUBSCRIBER priority E-mail support during REGULAR BUSINESS HOURS that permits SUBSCRIBER to report problems and seek assistance in use of the PROGRAM. 13.5 ERROR CORRECTION. GEOGRAPHIC SOLUTIONS shall use reasonable diligence to correct verifiable and reproducible ERRORS when reported to GEOGRAPHIC SOLUTIONS in accordance with its STANDARD REPORTING PROCEDURES. The ERROR CORRECTION, when completed, may be provided in the form of a "temporary fix," consisting of sufficient programming and operating instructions to implement the ERROR CORRECTION. 13.6 NEW RELEASES. GEOGRAPHIC SOLUTIONS will periodically issue new RELEASES to the PROGRAM, containing ERROR CORRECTIONS and/or ENHANCEMENTS, for current SUBSCRIBERS. GEOGRAPHIC SOLUTIONS will take action on any support issue raised by SUBSCRIBER within forty-eight (48) hours. This period does not include weekends and GEOGRAPHIC SOLUTIONS' holidays. A response will normally occur in significantly less than forty-eight (48) hours. The support resolution time required for GEOGRAPHIC SOLUTIONS to answer a question or resolve a problem raised by SUBSCRIBER will vary considerably depending on the type of problem. Usually GEOGRAPHIC SOLUTIONS will answer questions and provide solutions to problems the same day they are received, often immediately. If research or consultation with specialists is required, it may take longer. The following matters are not covered by this agreement: 1. Any problem resulting from the misuse, improper use, alteration, or damage of the PROGRAM; Geographic Solutions Virtual One Stop Subscription Page 3 2. Any problem caused by modifications of any version of the PROGRAM not authorized by GEOGRAPHIC SOLUTIONS; 3. Any problem resulting from programming software other than the PROGRAM; 4. Any problem caused by, or issues associated with, third -party software utilities, operating systems and database software that may be utilized by a PROGRAM. This includes but is not limited to MapObjectsLT®, NetLib® , Graphics Server, Microsoft® Internet Information Server, Crystal Reports, Attachmate and Microsoft® SQL Server; 5. Any problem resulting from the combination of the PROGRAM with such other programming or equipment, to the extent such combination has not been approved by GEOGRAPHIC SOLUTIONS. 14. SUBSCRIBERS RESPONSIBILITIES. 14.1 COOPERATION OF SUBSCRIBER. SUBSCRIBER agrees to use STANDARD REPORTING PROCEDURES to promptly notify GEOGRAPHIC SOLUTIONS following the discovery of any ERROR. Further, upon discovery of an ERROR, SUBSCRIBER agrees, if requested by GEOGRAPHIC SOLUTIONS, to submit to GEOGRAPHIC SOLUTIONS a listing of output and any other data that GEOGRAPHIC SOLUTIONS may require in order to reproduce the ERROR, and the operating conditions under which the ERROR occurred or was discovered. 14.2 QUALIFIED PRIMARY CONTACT. SUBSCRIBER agrees to designate one experienced, trained user as a QUALIFIED PRIMARY CONTACT for all technical support communications with GEOGRAPHIC SOLUTIONS. All updates and shipments will be sent to the QUALIFIED PRIMARY CONTACT for distribution. It is recommended that the QUALIFIED PRIMARY CONTACT obtain the GEOGRAPHIC SOLUTIONS Software Administrator Training Certification. GEOGRAPHIC SOLUTIONS reserves the right to refuse assistance or to charge additional fees if an operator seeks assistance with respect to matters not directly relating to the operation of the PROGRAM. 15. PUBLICITY. SUBSCRIBER agrees that GEOGRAPHIC SOLUTIONS will be acknowledged as the developer in any reference material and advertising released by SUBSCRIBER regarding the PROGRAM. All credits and acknowledgments will include: "Software Developed by Geographic Solutions, Inc., Palm Harbor, Florida (727) 786-7955." The Virtual OneStop software will include a link to the main GEOGRAPHIC SOLUTIONS web site at ww geosoline rom SUBSCRIBER agrees that no advertising will be placed on any Internet web site created using the PROGRAM without the expressed written approval of GEOGRAPHIC SOLUTIONS. 16. FORCE MAJEURE. Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delay or non-performance is caused by an act of God or force majeure. An Geographic Solutions Virtual One Stop Subscription page 9 "Act of God" or "Force Majeure" is defined, for the purposes of this Agreement, as strikes, lockouts, sit-downs, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather, acts of the public enemy, wars, insurrections and any other cause not reasonably within the control of either party and which by the exercise of due diligence either party is unable, wholly or in part, to prevent or overcome. 17. ASSIGNMENT. This Agreement may not be assigned by SUBSCRIBER. It may be assigned by GEOGRAPHIC SOLUTIONS and shall inure to the benefit of any corporation or other entity with which GEOGRAPHIC SOLUTIONS shall merge or consolidate, or to which GEOGRAPHIC SOLUTIONS shall lease or sell all or substantially all of its assets; provided that as a condition to the sale of assets or merger, the purchaser or surviving company, as the case may be, shall have assumed the rights and obligations of GEOGRAPHIC SOLUTIONS under this agreement. 18. SEVERABILITY. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 19. LEGAL ACTION. Should SUBSCRIBER or GEOGRAPHIC SOLUTIONS institute legal action, whether at law or in equity, to enforce any provision hereunder, the prevailing party shall be entitled to receive from the other party, all costs and reasonable attorneys' fees, including, but not limited to, fees for trial and appeals or other legal proceedings. 7J_-nt� shall be in Orange County, California. 20. NOTICES. All notices or other communications required to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered either personally, by facsimile with receipt confirmed, or one day after delivery to an overnight courier guaranteeing next day delivery and addressed as provided in this Agreement or as otherwise requested in writing by the receiving party. 21. MODIFICATIONS AND WAIVERS. This Agreement may not be modified or amended except by a writing signed by both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a writing signed by the party waiving its rights. The non -enforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no action or course of conduct or other regular Geographic Solutions Virtual One Stop Subscription Page 10 practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. Geographic Solutions Virtual One Stop Subscription Page 11 22. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and no representations, promises, agreements or understandings, written or oral, not contained herein shall be of any force or effect. It may not be changed orally, but only by a writing signed by both parties. BY SIGNING BELOW, IT IS AGREED THAT THIS AGREEMENT, INCLUDING THE ACCOMPANYING TERMS AND CONDITIONS, AND EXHIBITS ADOPTED HEREUNDER, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN IT IS EXECUTED BY SUBSCRIBER AND APPROVED AND EXECUTED BY GEOGRAPHIC SOLUTIONS. Accepted: SUBSCRIBER By: *' *SEE ATTACHED SIGN= PAGE*** Signanue of Authonzed Representative Name: Title: Dated: Approved: GEOGRAPHIC SOLUTIONS M. of Authorized Representative Name: Title: Dated: Geographic Solutions Virtual One Slop Subscription page 12 GEOGRAPHIC SOLUTIONS SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement the date and year first above written. ATTEST: PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: _14, - S z Lisa E. Storck Assistant City Attorney FOR APPROVAL: (@'� C Patricia C. Whitaker Executive Director Community Development Agency City of Santa Ana CITY OF SANTA ANA: DAVID N. REAM City Manager GEOGRAPHIC SOLUTIONS By: PG 1 4er.� Title: S5 -3-11 .73J� I Employer ID # or Individual SS # EXHIBIT A SOFTWARE AND SERVICES ITEMS The following is the SUBSCRIPTION cost for the Virtual OneStop: Annual Software Subscription License Cost Core Services (Jobseeker, Employer, Training & Education, Social Services & Benefits, Labor Market Services.) $14,500.00 Intensive Services (WIA Case Management, Client Tracking) $24,500.00 System Administration, Performance Monitoring, and WIA Included with Core and Intensive Reporting, JTA interface Services Spanish Module Included with Core and Intensive Services Included with Core and Intensive '*VOScan card scan client tracking software Services Total $39,000.00 Geographic Solutions Virtual One Stop Subscription Page 13 ServicesService Fee System Training (Optional)Train-the-Trainer. Duration 2 days. Class size limited to 20 students. $3,000.00 [NOTE ALL PRICING IS CONFIDENTIAL Additional costs will be incurred if data preparation or significant customization is required. ANNUAL SUBSCRIPTION Prices Include: Web Hosting by Geographic Solutions, Inc. Software maintenance and support according to the Geographic Solutions Emerald Plan Custom front page and/or link to existing website Four public job boards, one local newspaper online job board, link to boardichamber job board, and link to state job system 10 customized sites in the Social Services/Benefits Room plus a template allowing customer to add additional sites Core services registration form Basic core services tracking and reporting capability (if only Core Services module is purchased alone) Common Intake form* WIA forms (compatible with state forms)* Full Client/Performance Reporting* Intensive Services includes unlimited staff users. Training and additional customization are available at additional costs *Available when both the Core Services and Intensive Services/System ** Magnetic Readers, Data Terminals, encoded cards or any other hardware required not included. Geographic Solutions Virtual One Stop Subscription Page 14