HomeMy WebLinkAboutPRINCIPAL DECISION SYSTEMS INT'L. 1 - 2002
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f'; 1'\ . THIS AGREEMENT, made and entered into this fist day of January, 2002 by and
between Principal Decision Systems International, Inc., a California Corporation (hereinafter
"Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California (hereinafter "City").
INSUKM1CE NOl-WlUIREDIWAIVED
WORK MAY PROCEED
CLERK OF COUNCIL
{).-');)--o d-
N-2002-010
CONSULTANT AGREEMENT
oz.
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
software maintenance support.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration ofthe mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement, shall not exceed $10,000.00 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on
December 30, 2002, unless terminated earlier in accordance with Section 12, below. The term of
this Agreement may be extended upon a writing executed by the Fire Chief and the City
Attorney.
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4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee ofthe City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance ofthe work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
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e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (I) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations ofthe Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the tenns
of, or effects, arising from this Agreement.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
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through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation oflaw; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shaH not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shaH be in writing and shaH be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the foHowing persons:
To City:
Clerk ofthe City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Fire Chief
City of Santa Ana
P.O. Box 1988 (M-80)
1439 Broadway
Santa Ana, California 92702
telefacsimile (714) 647-5700
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
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To Consultant:
Principal Decisions Systems International, Inc.
34 Executive Park., Suit 210
Irvine, CA 92614
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
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a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals ofthis Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be government and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws ofthe State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision ofthe services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
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b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
~
~
PATRICIA E. HEALY
Clerk of the Council
DAVID N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Atto'!ley /
By: dJj. L-4 l
Michael Ighotta
Deputy City Attorney
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RECOMMENDED FOR APPROVAL:
--_.!~~
~~
(NAME) f/r. ~h-tV"I
(TITLE) f~ h-l
77 - 0 '?.s.-grO;J
Employer ID # or Individual SS #
~A.C- (jAAJt~"-
Marc Martin
Fire Chief
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EXHIBIT A
SOFTWARE LICENSE AND MAltrTENANCE AGREEMENT _ BET A VERSION
This Aileoment is between Principal Detision Systems Internatlonal, Ine. ("PDSI"), 34 Executive
Park, Suile 210, Irvine, CA 92114 and Clly ofSuta Au Fire Department ("Client"). The parties
hereby agree as follows:
1. Definitions
I. I "Product" means the cOlllpllter .ollware and sc:rviccs .et forth In Schedule A to tIli.
Agreement, and any related documel1!l1tion, whelh~ in priDltdor machine ~adable form,
which documentation PDSI mikes ,eneral1y avaUlble to lis customers. ProdllCI doe$ Ill.t
, include <latabl.e products sel forth in Schedule A 10 this Agreement.
1.2 "1I~.te.. mean mainlenance relnses (l,e. software error correctioos) to Product which PDSl
provides without charge to mainten~ custantec'l. '
1,3 ''Deliverv Dato' rIll!lns thai date on which the Product is delivrired 10 and m:eived by Client
1.4 ''License, ~erlod' melll1llbe term ofthi. Agrcemem.
I.S "Maintenance Period" rIll!IIl< a period of one year from the Delivery Date. and any
SIIbseqUCllt period of one year for which the Maintenance Pee Iw been paid.
2.2 LimitatiON
2.2.a. ~ Client shall be entitled 10 make copies of the Prodllclaod any Update. for
backup, disaster reeovery. atl:bival, ttaining and tmpurpose. only. Any copy Piade
.hall be subject to the terms and conditions oflhi. Agreemen4 including Section S.2
herein,
2.2,b. F.x~nrt Ccorml Act, CUenl a&ree, to eomply with the tequiremeftts of the United
State' Export AdminislrttioD Act of 1919 and any alMDdment tben:to, and with all .
relevant fCiUlalions of the Office of Export AdminislrttioD, U.S. Departmenl of
Com.men:e. .
1,\ <a Ii'";;...l
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34 EJcecuflve Park, Suite 2JO.lrvintl, CCl:lif9mla 92614
949/474-7374' Fe. 949/7S~640
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3. Malnlenana
7147032970 ;
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3.1 POSI wiD provide Client with ollioing lllIIirlrenance services durina the Maintenance Period.
Such services ahAll inclu40: ;
3.I.a loll free telephone cOll5Ullalion "" the \l5e of the Product and asslslalXo in error
isolation and c01'Iec1lon~
3.l.b lbo provision ofproblom solutio"" rel.ting to the Product instilled for the Client;
3.l.c prompt invesliplion and resolution ohny erro.... defects or other problems reponed
IoI'DSI; .
3.l.d Update. 10 the Producl as th.y become available
3.2 T.rmination of Mamlelllnc. and Support Obliaatioos
3.2.a. POS!'s mainle118JlCC and support obliplions hereunder ahalltciminate on the flrsl
anniv.....ry of the Delivery Date and theteafter on subsequent annin...aties ofth.
Delivery Date, untess Client elects to purchase addilioll81 suppon by payment of the
Maintenance Fee (as .pacified In section 4.... b.low)
3.2.b. PDSf. mainteuance and ,uppor! oblla;allons he~ shalltennina1c aulomatically
upon lbe modification of the Product e:xcluding ~1a10l! dOC'.~""tation (or any portion
thereof) by Client. .
,.
3.3 Obligatio1l& by Clients wifuMainlell8Oc:e ." ....... ':;:. '.
: . :." :-t~,,{. :;.,,"0.,.::'>, . .
3.3.a CUent agree. to lintil mainten~ce .~rt ca.lls to PDSIl<> IWO named CO~tai:i.~ 011.';: :.[;:;;.., .
primary and oae SCl:ondary. CI,Cllt will provtde the.e IWDCI to PDSI ~ '/"";" ",,:> ~-.!"
installation. Client may modify conlacl names every .Ix montbsor as agre"", tlfbY;-' .t.;~:;:,~ ;
POS!. . .,. ,.", .:. .')~:.~~l':;".
H.b Client will providtl PDS! with 24 hour dial- up eomp1ller access to the PrOduC.I CO(. . " ;:~'}J'.
problem inv..tigatioo. onal)'$is and other m.intenance needs. P~S] allees \Q inform ...,
Client of the DllUre DC its dial up activities and obtain Cliellt approval prior to eaCh
AcC'eSI.
3.4 Effeet'ofTcrminatian of Maintenance and SWMn OblilZatiobs. In the event that PDSfs
_inlenance and suppan oblli.lion, are lmDlnatcd in ae.onlallCe wilb the !emu and
conditions of the Agreement, Clienl slIaU have 110 ~er nabts to Updates or aupport Cor lbe ' . .
Product. .
4. Paym.nls
4.1 L icen,e Fee. Clientagnoes 10 pay PDS] the License Fee scl forth in Schedule A berel<> in
accordone. with the Paymen! Sebcdule set forth in Schedule A borel<>.
4.2 Mainlenance Charae. Client apetsto pay PDSI the annual Maintenance Support Pion fccsel
forth in Sehedule A heroIC on the Delivery Date. Clienl mowledges thaI the Maintenance
Suppon Plan fee is baed on numb.r of CMS u,ers and will iJ!erease ifCMS users are addOl!
doring the Maintenanc. Period. Additional Maintcnan<:e Suppott Plan charge. for additional
CMS \l5crs addOl! during the Maintenance Period will b. invoiced upon OC:CIII'I'=C for the
amounl proraled to lbe end of the current Maint.nance period and paymcnlls due within 30
days of invoice date. For each consecutive year lhcrealler that Clienl chooses to continue the
34 EJ(bC\ltiv. Pork, S\llto 210 . hi"o. Colilornia 9201.. :
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Sent By: PDSlj
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maintenance and lupport obliiatiOl1.l purluanllo SeetiOJl .3.1 above, payment of the
Maintenance Support Plan reels due on or before the aIllliVOlSlll'y of lIIe Delivery Date.
4,3 Late Cha~.. Any overdue paymerllS shall be IUbjecllO a service charge equal to the le...r
o((a) one and o~.baIrpercenl (1-1/2%) per month. or (b) lbe maximum pen:enlage rale
amount.llowed by law. .
4.4 ~ Any lales, use, valu.....dded or otlleruxes arising frollltransactions made in
coaneetion with or pursuanlto tbis Agreement (other than taxe. baed upon Poors income),
.halI be borne by tho Client. .
5. Ownership
5.1 Ownershio bv PDS! POSl shall relllin all proprierary and intenectual property ri&hlS in the .
Product. The liconse granted to Client bere:iD does not convey any rights nf ownersblp In and
10 the. Producl$. All right, title aud interest in the Products alld in any idea, know.how and
programs which may be dmolaped by PDSI in the coune of providing any technical .emces.
inc1udlna any enhanct:ments or modilicalioos made to the Product, shall at all tim<s remain
the property of PDSI.
5.2 Inllllloctu:ll Prot>ertv Ri.ht. Notices. Client shall reproduce PDSr. proprietaryriahta
notice(s) 00 any archival and backup COpiel or the Product made.
6. Confidential Information
6.1 Nondlsclo.ou Each party ...... that it wlll notlcnowiDgly diieloseto any third party any'.
Confidc:ntiallnformation b.IOI18iq to tho olher party and wW prevent the unaulhorizC4 "
disclosure of such Confidential Infonllltion. In DO ovent win anypAIty uoo.Iesa.c;are 10. '. '.:" . ':;::, .
maintain the Confidelltial IofolJlJ8lion of the other party than it u... 10 maintain ita own . {. :Y:,L ,
C _..._-"-\ In" . . . ..' ..' '., ....,...,
OUUUQiUjJ JonnatlOn. '. . :-'", .:'." . ,,',,_,_ ",;,:.:.,,;'.~,
. , . .,', -',<',~: ;:' :'~};':';"- '.~
6.2 C'.onfidentiall"'....,,ation Confidential Infonnation bY include (but i. not limited 1~)' ';':::;'::;,"1:-
inl'onn.tion concerning business mathods, buaineas plans, COIICeplS, and t..t results, includlq ~.:':':,:" ),
lite results olony evaluation ollbe Produc1(s). Confidential Ini'onllIliOll 'l'o<:ifieaUyil1cluae.'.~:'\t::.
Client's p.tient, donor and lelt re.ulls data. Client acl<nowled... that ProduClllld any '.' . " , ,
Update. contain valuable trade secreu .nd Client agrees to treat the Products u Confidential
Information of PDS!. '.
6.2.a Confidential Information doe. not Include
(i) information. which i. or becomes publiCly available tI1rougb DO act or omissi"" of the
other party;
(ii) information oCa party, which that party ljisclose. to a third party without reslrielion.
on disclosure;
(Ui) iofonnation which is independently developed; or
(iv) information which is previously known to the r.ceivins party withOllt nondisclosure
obligations.
6.3 SurvivolofObli..lion. The nondiJclo.\ure obligations ... (orIh herein shaUsurvive rho
expiration or .enuinadon of this Aireemcnl.
6.4 Verification. Client .greesto maintain .ppropriate records oflbe number Ind locatioll of.ll
copies or parti.l copies o(tbe Products that'may be made for Clien~.lntemal us. (including
34 EAKuliY'O Park, SYfll 210 -Irvine, CaUfomio 92614
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lesl, archival end backllp copies). On PDSI'$l'Casonable requcll, Client shall furnish POSI
with a list of the locatioo, type and serial number of any and aU computer. on which the
Product is inslaUed and of lbe location and usise orall copies nude by Client.
7. Indemnity
7.1 lndemnirvbv PDS!. PDSI rep~senls and warrants that it has the righl and authority to enler
jnto IUld to grlnt Ibe riabrs de.enDed in Ibis AaJ'eemont PDSI will defend, indemnify, and/or
senle at ilS own expo_ Iny action broushtallaiml the Client, ils truslees, offieen, aaeDts
and employe.. to the ""leaL mlt.uch action is bloed on a claim that the Produetlnfrillae. any
patent, lrlIde secret or copyright of any third pony enforceable in lb. United Slales, provided
that:
7,1.1 PDSI is promptly notified in writing of lbe claim; .
7.1.b POSI has suIc control otlhedefense IIIld ohny I1lIgollatioD' for ito settlement;
7.1.e Client plovid.. POSI wltb rcasonable Issistance, illforrnalion and authority
necttsll1j' for PDSI to conducr a defeose or to negotialc . settlement;
7.I.d .uch claim does Ilot arise.from the use ofa supcroeded or modified release of the
PltlCluct;
7.I.e should the hoduels become, or in PDSr. opiniOll bc likely to become,lbe subject
of any ",ch eblim of inliit\Bement. then Client will petmit PDSr. at fDSrs option
and cxpellSO. either to procure for Client the nghtln contillUe \ding the hoduels or
to replace or modify !be Products or portion thoroofto be noli inliingiog \lith .
substantially the same funCtlOllaU!)'.. . . . .. ;,. .. ;.."~',
, .' ",': '.:~~:[;;~.
This Icclion star.. PDSrl entire liability !or ~.ment or a1legcQ lnfriDIoment of ~lhl,: ~;i141;. .
patent os tradoaecrel> by the Product. . .. .;;'~:~/'
7.2 lndemnirv bv Client. Client will defend or lettie, at Is own e>q>e"*'. any action b~ "<.:\'.;::":. '.
aasinst POSI to the extent that II is baed 011 a claim that any!)t'tbe CliOllI'. irltemally : . ....:.:/.:, i
developed loflwat! incorporating lIIdIor ullIlziDg the Product Inliinaes lIlY patent, copyrighl,\',....,. )
or trade secret naht of Iny lhlrd party eIlfon:eable in the United Slate.. ptO\'ided that:::.
7.2.a
Client is prOmptly notified in wrilinJ of the claim;
Client bas 10le control of the defense of the claim and of allY n<lgotlatiool for
settlement Qf the claim;
, ".:
.,'-. ..~ ":
.i .:
7.2.b
7.2.c POSI providel Client with reasonable assistance, inrormadon, and .uthori!)' to
perform the above.
This section states Client's entire liability for infrWaemco.t or allelled lnfriDIemeot of patent,
copyright or trade secrets by Clients internany developed software incoq>oratin; and/or utilWng
1110 P!Oduel.
8. Warranty ond D13cblrnen or W.rranty
8.1 Warrantv POSI warrants that, when delivered, the Product will operate substantially in
accordallce with published documentation when operated in the intended blltdwan and
34 E..<uHvo Po"'-. Sullo 210 . I.,,;no. Colilotllio <no 14
949/~7H374.. FO'494.9175f;5~O
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operating oystem environmtnl. This worranty ...d posr. mamlenlUlce obligations shaD nol
apply if error or prublOlft$ Raull from Client. ""gligenco or inlproper uoe of the Product.
PDSr DOES NOT W A.RRA.NT THAT 1HE PRODUCT WILL
S.I.A ACHIEVE ANY SPECIFIC BENEFITS;
S.1.B OPERATI! WITHOUT INTERRUPTION;
S.J.C BE FREE OF ERRORS
S,2 Limimlion ofRemedv For any breach of warranty .et forth iD:Section 8.1 above, Client'.
exclusive remedy and 1'DSI'. entire liability shall be limited lathe correction or replacCment.
aa lOOn as possible. of any ProdllCt, Product part, media or oervice which POSJ detenninoo
will remedy the operating probl.1IL
8.3 Dilclolmer of Warrantv THE WARRANTIES SET FORTII ABOVE ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIBS, EXPRESS OR IMPLIED, WITH
REGARD TO THE PRODUCTS. PDSI SPECIFICALLY DISCLAIMS ANY
WARRANTIES OF MERCHANTABILITY AND FITNESS POll. A PARTlCULAll
PURPOSE.
9. Llmltallon orUI~lty
CLmm AGREES mAT 1'DSI SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, COYER,
RELIANCE, INCIDENTAL, OR CONSEQTJEN11AL DAMAGES (lNCLllDING LOSS OF " " '"
ANllCIPA TED REVENUE OR LOSS RESULTING FRDM BUSINBSS DISRUPTION), o~ DAMAGE
TO SYSTEMS, DATA OR PROGRAMS, OnmR THAN THE PRQDUCT,IM!N IF p~ HA,-$BEEN
ADVlSED OF TIlE 1'OSSmlLITY OF SUCH DAMAGES. " ',',", ,: ':'i'>-', :', :
, .. ",'~" .../< ::::.'.:: ~:. . .",:t;
PDSrS LIABILITY FOR DAMAGES Hl!RBUNDER SHALL IN NO BVBNT EXCEED n18:;:+:
AMOUNTS RECElVED BYPOSIAS THE LICENSB FIlB. ' '. ii, , ",""')i,},,':'::.~
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This Section allocates the rius \l1\der the AgrcelllOllt POOl's piicJng reflecti tbilllloc8i:iim Gfiisli: anti ,co'
limitation ofliability otated herein. ..,', . i '
34 Ex....M", Porl Suite 210' IIvlno, Colilotolo 92014
949/474:7374. f..5949/756-5040
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Title: Dat.:
City of Santa Ana Fire Department
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I POSI Invoice
DATE INVOICE NO.
09/30/2001 2000-555
BILL TO:
City of Santa Ana Fire Department
1439 South Broadway
Santa Ana, CA 92707
Allt;;mion: Elouis~ Root
SHIP TO:
I PO NO. TERMS DUE DATE REP SHIP DATE SHIP VIA FOB PROJECT
Due on Receipt 11/30/200 I 11130/2001
i I
I SERVICED ITEM DESCRIPTION QTY RATE AMOUNT
TS-Maint TeleStaff Annual Maintenance 3,000.00 3,000.00
For 12 month period beginningJan, 2002
I
I PLEASE PAY PROMPTLY TO A VOID LAPSE
I IN HELP DESK SUPPORT
Sales Tax - Orange County 7.75% 0.00
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I Total $3,000.00
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625 The City Drive South, Suite 190 . Orange, Califomio 92868
(8001850-7374' Fox (714) 703-2970
. f
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
/
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions 0
# relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa a, California 92701; its
officers, employees, agents, volunteers and representatives are na ed as additional insureds
("additional insureds") with regard to liability and defense of s . s arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the perations and uses performed by or on
behalf of the named insured, such insurance as is aff! ded by this policy is primary and is not
additional to or contributing with any other insura ce carried by or for the benefit of the
additional insureds.
3. This insurance applies sepa tely to each insured against whom claim is made or
suit is brought except with respect to th company's limits of liability. The inclusion of any
person or organization as an insured s all not affect any right which such person or organization
would have as a claimant ifnot so' cluded.
4. With respect to e additional insureds, this insurance shall not be cancelled, or
materially reduced in cover e or limits except after thirty (30) days written notice has been
given to the City of Santa a, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the fo owing, including countersignature, is required to make this endorsement
effective.)
Effective
Policy #
Issued to
, this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
~ NO (!.ukf~lf-k 0/.., In.SU(A-n.~ 170/ t~h(~(113
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