HomeMy WebLinkAboutAgenda Report - October 17, 2018 C-07TM
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA ITEM
C- 7
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute the Software
Maintenance Agreement that Encompasses the Police Department's
Dispatch, Records, Jail, Report Writing, and Property Room Software
System with Superion, LLC, of Lake Mary, Florida ($164,144.50)
MEETING DATE: October 17, 2018
PREPARED BY: Chief of Police
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute the software
maintenance agreement that encompasses the Police Department's
dispatch, records, jail, report writing, and property room software
system with Superion, LLC, of Lake Mary, Florida for $164,144.50.
BACKGROUND INFORMATION: Since 2009 the Lodi Police Department has utilized Superion, LLC
as the provider of our department computer aided dispatch system.
The Superion system provides records management, computer-aided dispatching, in -field reporting,
mobile computing, and statistical data that enhance the department's ability to function efficiently. An
annual maintenance agreement is required; and provides software and hardware support to address
software issues and system malfunctions.
The Police Department has looked into other companies with similar offerings. Although the department
is interested in changing service providers in the future, the up front and on-going costs are prohibitive at
this time. In addition, the department would need at least a year to prepare and execute a transition plan
to another provider.
The City extended the agreement from October 2017 through September 2018 at a cost of $156,292.53.
The service contract for October 2018 through September 2019 was increased by approximately 4.8
percent to $164,144.50. The maintenance agreement provides ongoing technical support that will
minimize any disruption in the department's ability to provide service.
FISCAL IMPACT: $164,144.50 is included in the FY 2018/19 budget.
FUNDING AVAILABLE: $164,144.50 (10031004.72450)
Andrew Keys
Deput City Manager/Internal Services Director
AI it t
Tod P R erson�
Chief o Police i flaittysVL.
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APPROVED:
Stephen Sch
auer, City Manager
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on , 2018, by and between the CITY OF
LODI, a municipal corporation (hereinafter "CITY" or "Customer"), and Superion, a Florida Corporation
(hereinafter "CONTRACTOR" or "Superion").
Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in accordance with attached
Exhibit A - Scope of Services attached hereto and incorporated by this reference.
CITY wishes to enter into an agreement with CONTRACTOR for support and maintenance
services (hereinafter "Support") as set forth in the Scope of Services and the related terms and conditions
attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to
CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services
as set forth in Exhibit A.
Section 2.2 Time For Commencement and Completion of Work
CONTRACTOR shall commence work pursuant to this Agreement on the date set forth in Section
2.6 and shall perform all services in a commercially reasonable manner and complete work under this
Agreement as designated in Section 2.6.
CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products
as may be designated in the Scope of Services.
CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide
required data or review documents within the appropriate time frames. The review time by CITY shall not
be counted against CONTRACTOR's contract performance period. Also, any delays due to weather,
vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with Customer
and make commercially reasonable efforts to review and return all comments.
Section 2.3 Meetings
CONTRACTOR and CITY shall attend meetings as may be set forth in the Scope of Services.
Section 2.4 Representations, Indemnification
The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by
CITY in writing. CONTRACTOR represents it is prepared to and can perform all services within the
Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein.
CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for
CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense,
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keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and
approvals. CONTRACTOR will defend, indemnify and hold CITY harmless from and against any loss,
cost and expense that CITY incurs because of a claim that use of a Licensed Program, as hereinafter
defined, infringes any United States copyright of others. CONTRACTOR's obligations under this
indemnification are expressly conditioned on the following: (i) CITY must promptly notify CONTRACTOR
of any such claim; (ii) CITY must in writing grant CONTRACTOR sole control of the defense of any such
claim and of all negotiations for its settlement or compromise (if CITY chooses to represent its own
interests in any such action, CITY may do so at its own expense, but such representation must not
prejudice CONTRACTOR's right to control the defense of the claim and negotiate its settlement or
compromise); (iii) CITY must cooperate with CONTRACTOR to facilitate the settlement or defense of the
claim; (iv) the claim must not arise from modifications or (with the express exception of the other Licensed
Programs and third party hardware and software specified by CONTRACTOR in writing as necessary for
use with the Licensed Program(s) giving rise to the infringement claim) from the use or combination of
products provided by CONTRACTOR with items provided by CITY or others. If any Licensed Program is,
or in CONTRACTOR's opinion is likely to become, the subject of a United States copyright infringement
claim, then CONTRACTOR, at its sole option and expense, will either: (A) obtain for CITY the right to
continue using the Licensed Program under the terms of this Agreement; (B) replace the Licensed
Program with products that are substantially equivalent in function, or modify the Licensed Program so
that it becomes non -infringing and substantially equivalent in function; or (C) refund to CITY the portion of
the license fee paid to CONTRACTOR for the Licensed Programs) giving rise to the infringement claim,
less a charge for use by CITY based on straight line depreciation assuming a useful life of five (5) years.
Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any
subcontract with any other party for purposes of providing any work or services covered by this
Agreement.
Section 2.6 Term
The term of this Agreement commences on October 1, 2018 and concludes on September 30,
2019. The Term is renewable as provided in Exhibit A.
ARTICLE 3
COMPENSATION
Section 3.1 Compensation
CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions
of Exhibit A as well as the Fee Proposal which is attached hereto as Exhibit B and incorporated by this
reference.
CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such
additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Payment
As provided in Exhibit A.
Section 3.3 Costs
As provided in Exhibit A.
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Section 3.4 Auditing
CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for
services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated
representative, with reasonably necessary information and assistance needed to conduct such an audit.
CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all
records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its
delegate with any relevant information requested and shall permit CITY or its delegate access to its
premises, upon reasonable notice, during normal business hours for the purpose of interviewing
employees and inspecting and copying such books, records, accounts, and other material that may be
relevant to a matter under investigation for the purpose of determining compliance with this requirement.
CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment
under this Agreement.
ARTICLE 4
MISCELLANEOUS PROVISIONS
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not discriminate in the
employment of its employees or in the engagement of any sub -CONTRACTOR on the basis of race,
color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria
prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with the Americans
with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and
guidelines issued pursuant to the ADA.
Section 4.3 Indemnification and Responsibility for Damage
To the fullest extent permitted by law, and to the extent provided for under this Agreement, for
claims related to bodily injury, death and damage to real property and tangible personal property, as well
as fines, assessments and penalties imposed by any authority, Contractor shall indemnify and hold
harmless the CITY from and against all direct damages and costs of any kind, including but not limited to
reasonable attorney fees, arising out of or resulting from any negligent acts, or negligent omissions of
Contractor, regardless of whether such claims are caused in part by any party indemnified hereunder, but
not to the extent that the CITY is legally liable for such damages and costs. In no event, however, will
Contractor be liable for any consequential damages, including lost profits, savings or reprocurement
costs, even if Contractor has been advised of their possibility.
Section 4.4 No Personal Liability
Neither the City Council, nor any other officer or authorized assistant or agent or City employee
shall be personally responsible for any liability arising under this Agreement.
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Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or parts of the work
described in the Scope of Services, except as expressly provided herein.
Section 4.6 Insurance Requirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage
as set forth in Exhibit C attached hereto and incorporated by this reference.
Section 4.7 Successors and Assigns
CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal
representatives to this Agreement without the written consent of the others. CONTRACTOR shall not
assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to
any such transfer shall be at the sole discretion of CITY. Notwithstanding, CONTRACTOR reserves the
right to assignment of this Agreement to CONTRACTOR's successor by merger or consolidation or to any
person or entity that acquires all or substantially all of its capital stock or assets
Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing signed by an
authorized representative of the sender and shall be deemed to have been given when the same is
personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days
from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective
parties as follows:
To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Paula O'Keefe
To CONTRACTOR:
Superion Inc.
1000 Business Center Drive
Lake Mary, FL 32746
Attn: Vice -President
Section 4.9 Cooperation of CITY
CITY shall cooperate fully and in a timely manner in providing relevant information it has at its
disposal relevant to the Scope of Services.
Section 4.10 CONTRACTOR is Not an Employee of CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it
shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY
shall not direct the work and means for accomplishment of the services and work to be performed
hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet
specific standards without regard to the manner and means of accomplishment thereof.
Section 4.11 Termination
See Exhibit A, Section 9.
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Section 4.12 Confidentiality
CONTRACTOR agrees to maintain confidentiality of all work and work products produced under
this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY
agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by
CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or
permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the
California Public Records Act.
Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees
This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation
arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of
this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void
insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect.
In the event any dispute between the parties arises under or regarding this Agreement, the prevailing
party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does
not prevail as determined by the San Joaquin County Superior Court.
Section 4.14 City Business License Requirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires
CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and
pay the appropriate fees prior to performing any work hereunder.
Section 4.15 Captions
The captions of the sections and subsections of this Agreement are for convenience only and
shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder.
Section 4.16 Integration and Modification
This Agreement represents the entire understanding of CITY and CONTRACTOR as to those
matters contained herein. No prior oral or written understanding shall be of any force or effect with
respect to those matters covered hereunder. This Agreement may not be modified or altered except in
writing, signed by both parties.
Section 4.17 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single document. Should any
inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of
this Agreement shall prevail.
Section 4.18 Severability
The invalidity in whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other material
documents or data, and working papers, whether or not in final form, which have been obtained or
prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request,
CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business
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hours. Upon termination or completion of services under this Agreement, all information collected, work
product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days.
CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting
from CITY's use of such documents for any purpose other than the purpose for which they were intended.
Notwithstanding any contrary terms contained in this Section 4.19, all Vendor Programs are and
shall remain the sole property of Superion as provided under Exhibit A, Section 7.
Section 4.20 Authority
The undersigned hereby represent and warrant that they are authorized by the parties to execute
this Agreement.
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IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date
first above written.
ATTEST:
CITY OF LODI, a municipal corporation
JENNIFER FERRIAOLO STEPHEN SCHWABAUER, City Manager
City Clerk
APPROVED AS TO FORM: CONTRACTOR: Superion Inc.
JANICE D. MAGDICH, City Attorney
By:
Attachments:
Exhibit A — Scope of Services
Exhibit B — Fee Proposal
Exhibit C — Insurance Requirements
Funding Source:10031004.72450
(Business Unit & Account No.)
Doc ID:
CA:rev.09.2011
By:
Name:
Title:
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Exhibit A
Scope of Services
SUPERION INC.
LICENSED PROGRAM(S) SUPPORT AGREEMENT
WITNESSETH:
WHEREAS, Superion and Customer entered into that certain Superion Software License
Agreement dated September 2, 2008 (the "License Agreement") under which Customer obtained a
perpetual, non-exclusive, nontransferable license to use certain computer software in object code form
and related user documentation on certain terms and conditions;
WHEREAS, Customer desires to receive the Support, as defined herein, from Superion and
Superion desires to render the Support to Customer with respect to the Licensed Program (as hereinafter
defined) on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises hereof, and the mutual obligations herein,
the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1
DEFINITIONS
For the purposes of this Agreement, the following definitions shall apply to the respective
capitalized terms:
1.1 "Licensed Program." "Licensed Program" means the software identified in a schedule, supplement
or amendment to the License Agreement between the parties (Schedules), including anyextracts
from such software, derivative works of such software, or collective works constituting such software
(such as subsequent Releases) to the extent offered to Customer under this Agreement or License
Agreement. This excludes computer software not developed by Superion which might be used in
conjunction with the Superion Public Safety Licensed Program, such as word processors,
spreadsheets, terminal emulators, etc.
1.2 "Modification." "Modification" means a change to the Licensed Program requested by Customer to
meet its specific needs and use, adding value, functionality and/or desirability for Customer.
1.3 "Agreement Term." An initial period shall commence upon the Maintenance Plan Start Date
reflected on Exhibit B and extend for a period of one year. Thereafter, the Agreement Term shall
automatically renew for successive periods of one year each unless and until terminated pursuant to
Section 9 hereof or otherwise superseded by the execution of a new Licensed Program Support
Agreement. In no event, however, shall the Agreement Term extend beyond the prescribed term of
the License Agreement.
1.4 "Error." Any failure of the Licensed Program to conform in all material respects to the functional
specifications for the Licensed Program published from time to time by Superion. However, any
nonconformity resulting from Customer's misuse or improper use of the Licensed Program or
combining or merging the Licensed Program with any hardware or software not supplied by
Superion, or not authorized to be so combined or merged by Superion, shall not be considered an
Error.
Nor shall Licensed Program or data file damage resulting from unauthorized software alterations
(including problems, errors, or malfunctions caused or created by the operator), customizing of
programs, accident, neglect, power surge or failure, lightning, operating environment not in
conformance with the manufacturer's specifications (for electric power, air quality, humidity or
temperature), operating system errors, or hardware malfunction be considered an Error.
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1.5 "Error Correction." Either a software modification or addition that, when made or added to the
Licensed Program, establishes material conformity of the Licensed Program to the functional
specifications, or a procedure or routine that, when observed in the regular operation of the Licensed
Program, eliminates the practical adverse effect on Customer of such nonconformity. Not covered
under Error Correction is the responsibility for data file damage due to software or hardware
malfunction.
1.6 "Enhancement." Any modification or addition that, when made or added to the Licensed Program,
materially changes its utility, efficiency, functional capability, or application, but that does not
constitute solely an Error Correction. Enhancements may be designated by Superion as minor or
major, depending on Superion's assessment of their value and of the function added to the
preexisting Licensed Program.
1.7 "Coverage Hours." Monday through Friday 7:00 A.M. to 6:00 P.M. Eastern Standard Time excluding
holidays for any questions regarding the Licensed Program(s) included in this Agreement. For a
Major Application Problem on Superion's Base Computer Aided Dispatch System (Base CAD) only,
Superion coverage hours will be 24 -hours per day, 7 -days per week.
1.8 "Response Time." Within Eight (8) hours of the Coverage Hours from the time that Superion verifies
that an Error is present, Superion will initiate work toward development of an Error Correction for a
Major Application Problem. Minor Application Problems will be fixed with the next scheduled
Licensed Program Release.
1.9 "Licensed Program Releases." New versions of the Licensed Program, which new versions may
include both Error Corrections and Enhancements.
1.10 "System Administrator." An agent of Customer with sufficient training and/or experience with the
Licensed Program to communicate effectively with the Superion Support personnel.
1.11 "Major Application Problem." The Licensed Program is not functioning to the point that the Licensed
Program is the cause of the Customer not being able to enter CAD calls, dispatch units, or update
unit status in the Base CAD system. Therefore, the Base CAD system is down or non -operational
because of the Licensed Program as determined by Superion.
1.12 "Minor Application Problem." The Licensed Program functions with inconveniences or
programmatic error; however, the Licensed Program has not stopped Customers' daily operations.
1.13 "Non -Application Problem" is a problem, which is determined by Superion to have been caused by a
source other than the Licensed Program, such as hardware failure, network malfunction, etc.
Section 2
ELIGIBILITY FOR SUPPORT
To be eligible for support for a Licensed Program, Customer must meet the following requirements.
Acceptance of this Agreement by Superion is conditioned upon confirmation by Superion that the
Licensed Program is eligible for support. Customer agrees that the obligation of Superion to continue to
provide Services with respect to a Licensed Program shall terminate if, at any time during the term of this
Agreement, these requirements are not met. To be eligible for Support for a Licensed Program,
Customer must meet all of the following requirements:
a. Customer has a valid Software License Agreement for the Licensed Program.
b. Customer has a System Administrator.
c. The hardware configuration on which the Licensed Program is to be used is supported by
Superion.
d. Customer is, and remains, in compliance with the schedule of payments.
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Superion may require Customer to appoint a new System Administrator if Superion determines that the
System Administrator does not have the training or experience necessary to communicate effectively with
the Superion support personnel.
Section 3
SCOPE OF SERVICES
3.1 During the Agreement Term, Superion shall render the following services in support of the Licensed
Program, during Coverage Hours, subject to the compensation fixed for each type of service in
Superion 's current rate schedule:
a. Superion shall maintain a program control center capable of receiving by telephone any
operator reports of system irregularities.
b. Superion shall maintain a telephone hot line that allows Customer to report system problems
and seek assistance in use of the Licensed Program.
c. Superion shall maintain a trained staff capable of rendering the services set forth in this
Agreement.
d. Superion shall be responsible for using all reasonable diligence in correcting verifiable and
reproducible Errors when reported to Superion in accordance with Superion's standard
reporting procedures. Superion shall, after verifying that such an Error is present, initiate
work, within Response Time, in a diligent manner toward development of an Error
Correction. Following completion of the Error Correction, Superion shall provide the Error
Correction through a "temporary fix" consisting of sufficient programming and operating
instructions to implement the Error Correction, and Superion shall include the Error
Correction in all subsequent Releases of the Licensed Program. Superion shall not be
responsible for correcting Errors in any version of the Licensed Program other than the most
recent Release of the Licensed Program, provided that Superion shall continue to support
prior Releases superseded by recent Releases for a reasonable period sufficient to allow
Customer to implement the newest Release, not to exceed 180 days.
e. Superion may, from time to time, issue new Releases of the Licensed Program to its
customers generally, containing Error Corrections, minor Enhancements, and, in certain
instances if Superion so elects, major Enhancements. Superion shall provide Customer
with one copy of each new Release, without additional charge. Superion shall provide
reasonable assistance to help Customer install and operate each new Release, provided
that such assistance, if required to be provided at Customer's facility, shall be subject to the
supplemental charges set forth in Superion's current rate schedule.
f. Subject to space availability and training fees, Customer may enroll its employees in
Superion's training classes.
g.
Superion shall consider and evaluate the development of Enhancements for the specific use
of Customer and shall respond to Customer's requests for additional services pertaining to
the Licensed Program (including, without limitation, data conversion and report -formatting
assistance), provided that such assistance, if agreed to be provided, shall be subject to
supplemental charges mutually agreed to by Superion and Customer.
h. Superion's software support is intended exclusively for Superion's Licensed Program(s);
however, Superion can optionally provide first line support for selected operating systems
where Superion has an agreement with the supplier. When the Customer contracts for this
service, Superion will make a good faith effort to find solutions to operating system
problems. However, Customer must be aware of the following facts:
1. In some cases, Customer is in a much better position to deal with operating system
issues because they are on-site and because of technical expertise they may have. In
these cases, Superion recommends that they work directly with the appropriate operating
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system vendor on these matters. Superion will still be available to provide assistance
whenever needed.
2. Superion is required to work with the company that supplied the operating system. If that
company fails to provide quality support, Superion will not be able to provide quality
support to our customers.
3. Some operating system problems can only be solved on-site. If and when this situation
occurs, Superion personnel will travel to Customer's site with Customer's approval.
Customer will be billed according to the Superion's professional services fee schedule
plus the Customer will be billed for travel expenses and comprehensive per diem.
4. In the event that a bug is identified in the operating system, Superion will immediately
report the problem directly to the provider. However, Superion and the Customer will be
required to accept their schedule for fixing the problem.
5. If enhancement requests are made to Superion for changes to the operating system,
Superion will pass them along to the provider. Superion can make no commitments as to
when, or if, the enhancements will be included in future releases.
6. Superion will provide assistance with operating system upgrades via phone but Customer
is responsible for obtaining the upgrade from the vendor and paying any required fee.
7. Most operating system upgrades require on-site assistance. The fee for on-site
assistance is not included with Superion software support.
8. Superion must approve all operating system upgrades in advance to verify that the
upgrade is necessary and compatible with the Superiors Licensed Program(s).
3.2 The following items are specifically not covered by this Agreement:
a. Any hardware failure including, but not limited to, failure caused by wiring, multiplexers,
modems, phone lines, power, or connectors. Also, any hardware limitations due to
insufficient memory, disk storage or processing power.
b. Any problems caused by hardware failure.
c. Any work required to restore or recover the operating system and/or data files.
d. Any problem caused by an operator.
e. Configuring, maintaining, and upgrading the operating system including, but not limited to,
backups and restores, fixes, and patches.
f. Any problems caused by incorrectly installed, configured, or maintained operating system, or
versions of the operating system not supported by Superion.
g. Problems with, or caused by any software not supported by Superion, including, but not
limited to, SNA, word processors, terminal emulators, etc.
h. System software installations made by the Customer without authorization of Superion such
as installing a new Windows SQL version.
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Section 4
OBLIGATION OF CUSTOMER
4.1 Customer shall provide, without charge to Superiors, access to its facilities in connection with the
performance of Superion of its obligations hereunder. It is agreed that prior notification will be given
when access is required.
4.2 Customer must provide Superion with information sufficient for Superiors to duplicate the
circumstances under which a Problem in a Licensed Program became apparent.
4.3 Customer must maintain a current license of pcAnywhere, the Superion OSSI services workstation,
and a 128K internet connection (Cable, DSL or similar) for support of the Licensed Programs. These
items will connect to the active OSSI application data set(s) using a Licensed Program maintained by
Superion hereunder. If desired, the Customer may install a dedicated 56K modem and phone line as
a backup support option via dial-up. The customer shall provide access to a voice grade local
telephone line for communication with the Superion support staff. Superion strongly recommends PC
Anywhere and modem connection as a backup solution in the event Customer loses the broadband
connection. In the event Customer elects not to maintain such, Customer acknowledges that
Superion will not be able to provide support and will be relieved from all obligations hereunder for
providing support.
4.4 A representative of Customer must be present when any on-site support is provided. Customer
agrees that if such representative is not present when the Superion representative arrives on site, no
work will be performed and Customer will be charged for such Superion representative.
4.5 All communications by Customer to Superion must be in the English language.
4.6 Customer is responsible for providing one or more qualified System Administrators as described in
Section 5. At least one of these System Administrators must be available at all times.
4.7 Customer is responsible to support and maintain all system software. Customer shall NOT upgrade
the operating system or third party software identified as integral to the operation of Superion's
Licensed Programs without approval from Superion.
Section 5
SYSTEM ADMINISTRATOR REQUIREMENTS
5.1 Each System Administrator must be certified by Superion by completing the following:
a. Operating System training by either Superion or by a certified Microsoft training organization.
This course work must include Administrating Windows 2000 Workstation, Administrating
Windows 2000 Server, Windows SQL Administration (or the most current version supported
by Superion at the time of installation) and other courses determined at the installation
planning session based on the experience of the individuals.
b. Superion's application administration and code file course for each Licensed Program.
c. Superion's application training courses for each Licensed Program.
5.2 Each System Administrator must meet with a Superion Project Manager to review and sign on each
of Superion's "Licensed Program(s) and/or Services Delivered" list.
5.3 Each System Administrator must be identified by Customer to Superion.
5.4 Each System Administrator must be qualified to address, without the aid of Superion, all problems
relating to any hardware, software or operating system not directly associated with the Licensed
Program(s).
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5.5 Calls received by anyone who has not identified as a System Administrator are not covered by this
Agreement and are therefore subject to hourly fees, and are not subject to minimum Response
Time.
5.6 Each System Administrator must attend all of Superion's Licensed Program training.
Section 6
FEES AND CHARGES
6.1 Customer shall pay Superion Support fees and charges as outlined in Exhibit B. Additional Licensed
Programs may be added to this Agreement by the Schedules. Superion reserves the right to change
its Support fees, provided that no such change will be effective until at least 30 days after Superion
has given Customer written notice of such change by means of an invoice. In addition to the
foregoing changes in Support Fees, fee changes will also result from changes in (1) Software prices,
(2) Increases in the number of modules of a Licensed Program, (3) Increases in the number of users
on the system, (4) Changes in the computer hardware or (5) Selection by Customer of different
Coverage Hours.
6.2 Superion shall invoice Customer at the beginning of each contract year for all Support fees. All
reimbursable expenses incurred shall be invoiced at the beginning of the next calendar month.
Customer shall pay the invoiced amounts immediately upon receipt of such invoices. Any amount
not paid within thirty (30) days after the invoice date shall bear interest at the highest rate allowed by
applicable law.
6.3 Customer shall be responsible for procuring, installing, and maintaining all equipment, telephone
lines, modems, communications interfaces, and other hardware necessary to operate the Licensed
Program and to obtain from Superion the Services called for by this Agreement.
6.4 Customer agrees to pay additional charges according to the Superion fee schedule for all work
performed outside of Coverage Hours. These charges are applicable for any work performed after
hours regardless of cause even if it was reported and/or initiated during Coverage Hours. Customer
will be required to authorize any work outside of coverage hours that results in additional charges.
6.5 On-site assistance will be performed as requested by Customer. However, Customer will be billed
according to the Superion fee schedule for travel expenses and comprehensive per diem.
6.6 Customer is responsible for paying all taxes (except for taxes based on Superion's net income or
capital stock) relating to this Agreement, the Improvements, any services provided or payments
made under this Agreement. If Customer is exempt from the payment of any such taxes, Customer
must provide Superion with a valid tax exemption certificate; otherwise, absent proof of Customer's
direct payment of such tax amounts to the applicable taxing authority, Superion will invoice
Customer for and Customer will pay to Superion all such tax amounts.
Section 7
PROPRIETARY RIGHTS
7.1 To the extent that Superion may provide Customer with any Error Corrections or Enhancements or
any other software, including any new software programs or components, or any compilations or
derivative works prepared by Superion (collectively, "Vendor Programs"), Customer may (1) install
one set of the Vendor Programs in the most current form provided by Superion , in Customer's own
facility; (2) use such Vendor Programs in connection with the Licensed Programs, and in a manner
consistent with the requirements of the License Agreement, for purposes of serving Customer's
internal business needs; and (3) make one copy of the Vendor Programs in machine-readable form
for nonproductive backup purposes only. Customer may not use, copy, or modify the Vendor
Programs, or any copy, adaptation, transcription, or merged portion thereof, except as expressly
authorized by Superion . Upon termination of such License Agreement, Customer shall return or
13
destroy the Vendor Programs, and returning the Vendor Programs in the manner required by the
License Agreement shall be sufficient for such purposes.
7.2 The Vendor Programs are and shall remain the sole property of Superion, regardless of whether
Customer, its employees, or contractors may have contributed to the conception of such work, joined
in the effort of its development, or paid Superion for the use of the work product. Customer shall
from time to time take any further action and execute any further instrument, including documents of
assignment or acknowledgment that Superion may reasonably request in order to establish and
protect its exclusive ownership rights in such works. Customer shall not assert any right, title, or
interest in such works, except for the non-exclusive right of use granted to Customer at the time of
its delivery or on-site development.
Section 8
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
8.1 SUPERION DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED AND
REPRESENTATIONS WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS
CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE
EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND ITS MERCHANTABILITY OR
FITNESS FOR A PARTICULAR USE.
8.2 In no event shall Superion's cumulative liability for any claim arising in connection with this
Agreement exceed the total fees and charges paid to Superion by Customer within the last twelve
(12) months.
8.3 No action, whether based on contract, strict liability, or tort, including any action based on
negligence, arising out of the performance of services under this Agreement, may be brought by
either party more than one (1) year after such cause of action accrued.
Section 9
TERMINATION
9.1 This Agreement may be terminated as follows:
a. This Agreement shall immediately terminate upon the termination of the License Agreement;
b. This Agreement may be terminated by either party upon thirty (30) days prior written notice if
the other party has materially breached the provisions of this Agreement and has not cured
such breach within such notice period.
9.2 On the annual anniversary of this Agreement, Superion shall immediately invoice Customer for all
accrued fees and charges and all reimbursable expenses, and Customer shall pay the invoiced amount
immediately upon receipt of such invoice. Customer may continue to use any work supplied to Customer
by Superion for the remaining term of the License Agreement. Any amount not paid within thirty (30)
days after the invoice date shall bear interest at the rate allowed by applicable law.
9.3 Rates will be established as follows:
14
Per Superion Invoice Document No.214595 which is dated August 29, 2018 and which is attached hereto
and incorporated herein by this reference.
15
SUPERION
1000 Business Center Drive
Lake Mary, FL 32746
www.Superion.com
Toll free 800-727-8088
Billing Inquiries: Accounts.Receivable@Superion.com
Exhibit B
Vnvo ce Fee Proposal
Invoice No Date Page
214595 8/29/2018 1 of 8
Bill To Ship To
Lodi Police Department Lodi Police Department
Attn Accounts Payable Attn Accounts Payable
215 W. Elm St. 215 W. Elm St.
LODI CA 95240 LODI CA 95240
United States United States
Customer No Customer Name Customer PO # Currency Terms Due Date
5858LG City of Lodi USD Net 30 9/28/2018
Description Units Rate Extended
Contract No. 80877
1 ONESolution Police -to -Police - Annual Subscription Fee 1 $0.00 $0.00
OSSI Police to Police Internet Data Sharing
Maintenance: Start:10/1/2018, End: 9/30/2019
2 ONESolution Computer -Aided Dispatch System - Annual 1 $15,090.64 $15,090.64
Maintenance Fee
OSSI Base Computer Aided Dispatch System Tier 3
Maintenance: Start:10/1/2018, End: 9/30/2019
3 ONESolution CAD Console License -Annual Maintenance Fee 3 $846.21 $2,538.62
OSSI Additional CAD Console License
Maintenance: Start:10/1/2018, End: 9/30/2019
4 ONESolution Alpha Numeric Paging - Annual Maintenance Fee 1 $1,193.36 $1,193.36
OSSI Alpha Numeric Paging Module
Maintenance: Start:10/1/2018, End: 9/30/2019
5 ONESolution CAD Map Display & Map Maint Software Lic- 1 $1,193.36 $1,193.36
Annual Maintenance Fee
ONESolution CAD Map Display and Map Maintenance Software
License
Maintenance: Start:10/1/2018, End: 9/30/2019
6 ONESolution CAD Map Display & Map Maint Software Lic - 5 $433.97 $2,169.83
Annual Maintenance Fee
ONESolution CAD Map Display & Map Maintenance Software
Site License
Maintenance: Start:10/1/2018, End: 9/30/2019
7 ONESolution CAD Resource Monitor Display License With Maps 2 $325.47 $650.94
- Annual Maintenance Fee
OSSI CAD Resource Monitor Display License with Maps Client
Maintenance: Start:10/1/2018, End: 9/30/2019
8 ONESolution Rip & Run Printing/Faxing - Annual Maintenance 1 $1,193.36 $1,193.36
Fee
OSSI Rip and Run Printing/Faxing Module
Maintenance: Start:10/1 /2018, End: 9/30/2019
Invoice
�SUPEf�ION
Invoice No Date Page
214595 8/29/2018 2 of 8
1000 Business Center Drive
Lake Mary, FL 32746
www.Superion.com
Toll free 800-727-8088
Billing Inquiries: Accounts.Receivable@Superion.com
Bill To Ship To
Lodi Police Department Lodi Police Department
Attn Accounts Payable Attn Accounts Payable
215 W. Elm St. 215 W. Elm St.
LODI CA 95240 LODI CA 95240
United States United States
Customer No Customer Name Customer PO # Currency Terms Due Date
5858LG City of Lodi USD Net 30 9/28/2018
Description Units Rate Extended
9 ONESolution CAD Roster -Annual Maintenance Fee 1 $1,193.36 $1,193.36
OSSI CAD Roster Module
Maintenance: Start:10/1/2018, End: 9/30/2019
10 ONESolution E911 Interface -Annual Maintenance Fee 1 $1,193.36 $1,193.36
OSSI E911 Interface Module
Maintenance: Start:10/1 /2018, End: 9/30/2019
11 ONESolution CAD to ACS FIREHOUSE RMS Interface - Annual 1 $1,193.36 $1,193.36
Maintenance Fee
OSSI Firehouse RMS Interface
Maintenance: Start:10/1/2018, End: 9/30/2019
12 ONESolution Pagegate Interface - Annual Maintenance Fee 1 $216.97 $216.97
OSSI Interface to Pagegate
Maintenance: Start:10/1/2018, End: 9/30/2019
13 ONESolution Zetron 25 & 26 Station Toning Interface - Annual 1 $1,193.36 $1,193.36
Maintenance Fee
OSSI Station Toning Module
Maintenance: Start:10/1/2018, End: 9/30/2019
14 ONESolution Zetron Model 3030 TDD Interface - Annual 1 $976.40 $976.40
Maintenance Fee
OSSI Zetron Model 3030 TDD Interface
Maintenance: Start:10/1/2018, End: 9/30/2019
15 ONESolution Telestaff Interface - Annual Maintenance Fee 1 $1,193.36 $1,193.36
OSSI Telestaff Interface
Maintenance: Start:10/1/2018, End: 9/30/2019
16 ONESolution Mobile Server Software - Annual Maintenance Fee 1 $4,339.50 $4,339.50
OSSI Base Mobile Server Software Client - 50
Maintenance: Start:10/1/2018, End: 9/30/2019
17 ONESolution CAD Client AVL License - Annual Maintenance Fee 7 $433.97 $3,037.76
ONESolution CAD Client AVL License
Maintenance: Start:10/1/2018, End: 9/30/2019
SUPERION
1000 Business Center Drive
Lake Mary, FL 32746
www.Superion.com
Toll free 800-727-8088
Billing Inquiries: Accounts.Receivable@Superion.com
Invoice
Invoice No Date
214595 8/29/2018
Page
3of8
Bill To Ship To
Lodi Police Department Lodi Police Department
Attn Accounts Payable Attn Accounts Payable
215 W.ElmSt. 215 W. Elm St.
LODI CA 95240 LODI CA 95240
United States United States
Customer No Customer Name Customer PO # Currency Terms Due Date
5858LG City of Lodi USD Net 30 9/28/2018
Description Units Rate Extended
18 ONESolution MCT Client AVL License - Annual Maintenance Fee 35 $28.93 $1,012.46
0551 Client AVL Mobile License
Maintenance: Start:10/1/2018, End: 9/30/2019
19 ONESolution MCT Client AVL License - Annual Maintenance Fee 1 $7,594.15 $7,594.15
OSSI AVL Server Host License
Maintenance: Start:10/1/2018, End: 9/30/2019
20 ONESolution MCT Client -Digital Dispatch - Annual Maintenance 35 $191.90 $6,716.43
Fee
OSSI MCT Client for Digital Dispatch
Maintenance: Start:10/1/2018, End: 9/30/2019
21 ONESolution MCT Client -MAPS - Annual Maintenance Fee 35 $38.58 $1,350.20
OSSI Mobile Client Maps
Maintenance: Start:10/1/2018, End: 9/30/2019
22 ONESolution MFR Client -Annual Maintenance Fee 35 $191.90 $6,716.43
OSSI License of Incident/Offense Field Reporting Module Client
Maintenance: Start:10/1/2018, End: 9/30/2019
23 ONESolution MFR Client -Accident Reporting - Annual 85 $96.44 $8,197.61
Maintenance Fee
OSSI - MFR Client - Accident Reporting
Maintenance: Start:10/1/2018, End: 9/30/2019
24 ONESolution MFR Client -Arrest - Annual Maintenance Fee 35 $57.87 $2,025.29
OSSI Mobile Arrest Module
Maintenance: Start:10/1/2018, End: 9/30/2019
25 ONESolution MFR Client-MOBLAN Version - Annual 50 $96.44 $4,822.13
Maintenance Fee
OSSI - MFR Client - MOBLAN Version
Maintenance: Start:10/1/2018, End: 9/30/2019
26 ONESolution MCT to ACS FIREHOUSE Interface - Annual 1 $1,627.32 $1,627.32
Maintenance Fee
OSSI - MCT Interface to Firehouse
Maintenance: Start:10/1/2018, End: 9/30/2019
SUPERION
1000 Business Center Drive
Lake Mary, FL 32746
www.Superion.com
Toll free 800-727-8088
Billing Inquiries: Accounts.Receivable@Superion.com
Invoice
Invoice No Date
214595 8/29/2018
Page
4 of 8
Bill To Ship To
Lodi Police Department Lodi Police Department
Attn Accounts Payable Attn Accounts Payable
215 W Elm St. 215 W. Elm St.
LODI CA 95240 LODI CA 95240
United States United States
Customer No Customer Name Customer PO # Currency Terms Due Date
5858LG City of Lodi USD Net 30 9/28/2018
Description Units Rate Extended
27 ONESolution Mobile Field Reporting Server - Annual 1 $3,375.17 $3,375.17
Maintenance Fee
OSSI Review Module for Field Reporting - 50
Maintenance: Start:10/1/2018, End: 9/30/2019
28 ONESolution State/NCIC Messaging Software - Annual 1 $4,339.50 $4,339.50
Maintenance Fee
OSSI's Integrated Messaging Software Switch
Maintenance: Start:10/1 /2018, End: 9/30/2019
29 ONESolution MCT Client License for Message Switch - Annual 30 $65.09 $1,952.69
Maintenance Fee
OSSI - LAN Client License for Message Switch
Maintenance: Start:10/1/2018, End: 9/30/2019
30 ONESolution MFR Client -Canine - Annual Maintenance Fee 2 $57.86 $115.73
OSSI Canine Module in MFR
Maintenance: Start:10/1 /2018, End: 9/30/2019
31 ONESolution Police -to -Citizen - Annual Maintenance Fee 1 $2,410.85 $2,410.85
OSSI Police to Citizen
Maintenance: Start:10/1 /2018, End: 9/30/2019
32 ONESolution Records Management System - Annual 1 $15,660.82 $15,660.82
Maintenance Fee
OSSI Client Base Records Management System - 50
Maintenance: Start:10/1 /2018, End: 9/30/2019
33 ONESolution Accident - Annual Maintenance Fee 1 $1,060.78 $1,060.78
OSSI Basic Accident Module - 50
Maintenance: Start:10/1/2018, End: 9/30/2019
34 ONESolution Accident Wizard Base Server License - Annual 1 $964.33 $964.33
Maintenance Fee
OSSI Accident Wizard Base Server License
Maintenance: Start:10/1/2018, End: 9/30/2019
35 ONESolution Accident Wizard - Annual Maintenance Fee 95 $28.93 $2,748.11
OSSI Accident Wizard Workstation License Client
Maintenance: Start:10/1/2018, End: 9/30/2019
SUPERION
1000 Business Center Drive
Lake Mary, FL 32746
www.Superion.com
Toll free 800-727-8088
Billing Inquiries: Accounts.Receivable@Superion.com
Invoice
Invoice No Date Page
214595 8/29/2018 5 of 8
Bill To Ship To
Lodi Police Department Lodi Police Department
Attn Accounts Payable Attn Accounts Payable
215 W. Elm St. 215 W. Elm St.
LODI CA 95240 LODI CA 95240
United States United States
Customer No Customer Name Customer PO # Currency Terms Due Date
5858LG City of Lodi USD Net 30 9/28/2018
Description Units Rate Extended
36 ONESolution Animal Control - Annual Maintenance Fee 1 $1,446.51 $1,446.51
OSSI Animal Control Module
Maintenance: Start:10/1/2018, End: 9/30/2019
37 ONESolution Barcoding Server License - Annual Maintenance 1 $482.18 $482.18
Fee
OSSI Bar Coding Server License
Maintenance: Start:10/1/2018, End: 9/30/2019
38 ONESolution Bike Registration - Annual Maintenance Fee 1 $289.29 $289.29
OSSI Bike Registration Module - 10
Maintenance: Start:10/1/2018, End: 9/30/2019
39 ONESolution Calls For Service - Annual Maintenance Fee 1 $385.74 $385.74
OSSI Calls for Service Module
Maintenance: Start:10/1/2018, End: 9/30/2019
40 ONESolution Canine Tracking - Annual Maintenance Fee 1 $1,060.78 $1,060.78
OSSI RMS Canine Tracking Module
Maintenance: Start:10/1/2018, End: 9/30/2019
41 ONESolution Crime Analysis - Annual Maintenance Fee 1 $2,410.85 $2,410.85
OSSI Crime Analysis Module - Client License
Maintenance: Start:10/1/2018, End: 9/30/2019
42 ONESolution Crime Stoppers Management - Annual 1 $675.05 $675.05
Maintenance Fee
OSSI Crime Stoppers Management Module
Maintenance: Start:10/1/2018, End: 9/30/2019
43 ONESolution Document Scanning and Storage - Annual 1 $1,928.67 $1,928.67
Maintenance Fee
OSSI Document Scanning and Storage
Maintenance: Start:10/1/2018, End: 9/30/2019
44 ONESolution Felony Registration - Annual Maintenance Fee 1 $289.29 $289.29
OSSI Felony Registration Module -10
Maintenance: Start:10/1/2018, End: 9/30/2019
45 ONESolution Generic Permit - Annual Maintenance Fee 1 $578.60 $578.60
OSSI Generic Permit Module - 10
Maintenance: Start:10/1/2018, End: 9/30/2019
p0' SUPERION
1000 Business Center Drive
Lake Mary, FL 32746
www.Superion.com
Toll free 800-727-8088
Billing Inquiries: Accounts.Receivable@Superion.com
Invoice
Invoice No Date Page
214595 8/29/2018 6 of 8
Bill To Ship To
Lodi Police Department Lodi Police Department
Attn Accounts Payable Attn Accounts Payable
215 W. Elm St. 215 W. Elm St.
LODI CA 95240 LODI CA 95240
United States United States
Customer No Customer Name Customer PO # Currency Terms Due Date
5858LG City of Lodi USD Net 30 9/28/2018
Description Units Rate Extended
46 ONESolution Barcoding Hand -Held Client License - Annual 2 $307.39 $614.78
Maintenance Fee
OSSI Bar Coding Hand -Held Client License (Each)
Maintenance: Start:10/1/2018, End: 9/30/2019
47 ONESolution Link Analysis - Annual Maintenance Fee 1 $3,375.17 $3,375.17
OSSI - Link Analysis Module
Maintenance: Start:10/1/2018, End: 9/30/2019
48 ONESolution RMS Map Display & Pin Mapping License - Annual 1 $1,928.67 $1,928.67
Maintenance Fee
OSSI RMS Map Display and Pin Mapping License - 50
Maintenance: Start:10/1 /2018, End: 9/30/2019
49 ONESolution Notification - Annual Maintenance Fee 1 $2,738.72 $2,738.72
OSSI Notification Module - 50
Maintenance: Start:10/1/2018, End: 9/30/2019
50 ONESolution Ordinance - Annual Maintenance Fee 1 $289.29 $289.29
OSSI Ordinance Module
Maintenance: Start:10/1/2018, End: 9/30/2019
51 ONESolution Probation And Parole - Annual Maintenance Fee 1 $289.29 $289.29
OSSI Probation and Parole Module - 10
Maintenance: Start:10/1/2018, End: 9/30/2019
52 ONESolution Problem -Oriented Policing - Annual Maintenance 1 $675.05 $675.05
Fee
OSSI - Problem Oriented Policing Module - 10
Maintenance: Start:10/1/2018, End: 9/30/2019
53 ONESolution Property & Evidence - Annual Maintenance Fee 1 $1,060.78 $1,060.78
OSSI Property and Evidence Module
Maintenance: Start:10/1/2018, End: 9/30/2019
54 ONESolution Residential Security Watch - Annual Maintenance 1 $289.29 $289.29
Fee
OSSI Residential Security Watch - 10Module
Maintenance: Start:10/1/2018, End: 9/30/2019
55 ONESolution Sex Offender - Annual Maintenance Fee 1 $2,893.00 $2,893.00
OSSI Sex Offender Module
Maintenance: Start:10/1/2018, End: 9/30/2019
;\
SUPERION
1000 Business Center Drive
Lake Mary, FL 32746
www.Superion.com
Toll free 800-727-8088
Billing Inquiries: Accounts.Receivable@Superion.com
Invoice
Invoice No Date Page
214595 8/29/2018 7 of 8
Bill To Ship To
Lodi Police Department Lodi Police Department
Attn Accounts Payable Attn Accounts Payable
215 W. Elm St. 215 W Elm St.
LODI CA 95240 LODI CA 95240
United States United States
Customer No Customer Name Customer PO # Currency Terms Due Date
5858LG City of Lodi USD Net 30 9/28/2018
Description Units Rate Extended
56 ONESolution Gang - Annual Maintenance Fee 1 $1,446.51 $1,446.51
Gang Profile Module
Maintenance: Start:10/1/2018, End: 9/30/2019
57 ONESolution Professional Standards - Annual Maintenance Fee 1 $3,375.17 $3,375.17
OSSI Professional Standards (Internal Affairs) Module Client
Maintenance: Start:10/1/2018, End: 9/30/2019
58 ONESolution Jail Management System - Annual Maintenance 1 $2,893.00 $2,893.00
Fee
OSSI Client Jail Management System Module - 5
Maintenance: Start:10/1/2018, End: 9/30/2019
59 JMS-MS DISPLAY - Annual Maintenance Fee 1 $5,062.77 $5,062.77
OSSI Site License Mugshot Display Software License - 75
Maintenance: Start:10/1 /2018, End: 9/30/2019
60 ONESolution Mugshot Capture Station Software - Annual 1 $1,060.78 $1,060.78
Maintenance Fee
OSSI Mugshot Capture Station Software Only
Maintenance: Start:10/1/2018, End: 9/30/2019
61 ONESolution State Livescan Interface - Annual Maintenance Fee 1 $1,639.37 $1,639.37
OSSI State Livescan Interface
Maintenance: Start:10/1 /2018, End: 9/30/2019
Contract No. 2009-2119
62 ONESolution MCT Client -Digital Dispatch - Annual Maintenance 1 $3,124.45 $3,124.45
Fee
OSSI - Lodi Interface to San Joaquin County
Maintenance: Start:10/1 /2018, End: 9/30/2019
Contract No. 90867
63 ONESolution PS&J Development & Maintenance - Annual
Maintenance Fee
OSSI RMS Custom Modification - Dataworks Interface
Maintenance: Start:10/1/2018, End: 9/30/2019
Contract No. 080877-3
1
$964.33 $964.33
Invoice
SUPER10N
Invoice No Date Page
214595 8/29/2018 8 of 8
1000 Business Center Drive
Lake Mary, FL 32746
www.Superion.com
Toll free 800-727-8088
Billing Inquiries: Accounts.Receivable@Superion.com
Bill To Ship To
Lodi Police Department Lodi Police Department
Attn Accounts Payable Attn Accounts Payable
215 W. Elm St. 215 W. Elm St.
LODI CA 95240 LODI CA 95240
United States United States
Customer No Customer Name Customer PO # Currency Terms Due Date
5858LG City of Lodi USD Net 30 9/28/2018
Description Units Rate Extended
64 ONESolution Concealed Weapons Registration - Annual 1 $283.64 $283.64
Maintenance Fee
OSSI Concealed Weapons Registration Module
Maintenance: Start:10/1/2018, End: 9/30/2019
Contract No. 130373
65 ONESolution CAD Resource Monitor Display License With Maps 1 $3,212.62 $3,212.62
- Annual Maintenance Fee
OSSI CAD Resource Monitor Display License with Maps - POP
Tier 2
Maintenance: Start:10/1/2018, End: 9/30/2019
Please make remittance payable to Superion, LLC Subtotal $158,021.18
ACH / EFT:
Routing Number 0710-000-39 Tax $6,123.32
Account Number 81880-15335
Bank of America (Phone 800-432-1000) Invoice Total $164,144.50
E-mail payment details to: Accounts.Receivable@superion.com
Check: Payments Applied $0.00
12709 Collection Center Drive Balance Due $164,144.50
Chicago, IL 60693
Exhibit C
Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this
Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any
subcontractor performing work covered by this Agreement from claims for damages for personal injury, including
accidental death, as well as from claims for property damages, which may arise from Contractor's operations under
this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or
indirectly employed by either of them, and the amount of such insurance shall be as follows:
1. COMPREHENSIVE GENERAL LIABILITY
$2,000,000 Each Occurrence
$4,000,000 General Aggregate
5. ERRORS AND OMISSIONS / TECHNOLOGY
$2,000,000 Per Claim
$4,000,000 Annual Aggregate
Covering all acts, errors, omissions, negligence, network security and privacy risks, including but not limited to
unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other
negligence in the handling of confidential information, privacy perils, and including coverage for related
regulatory defense and penalties; data breach expenses, and payable whether incurred by City of Lodi or
Contractor, including but not limited to consumer notification, whether or not required by law, computer
forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or
remediation services in the performance of services for, or on behalf of, City of Lodi.
Such insurance shall be maintained in force at all times during the term of the agreement and provide an
Extended Reporting Period (ERP) for a period of one year thereafter, for services completed during the term of
the agreement.
All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers,
agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk
Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing
any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied
by either the Named Insured(s) or the City of Lodi.
It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore,
the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance
requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the Contractor; whichever is greater.
Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims
period following termination of coverage which is at least consistent with the claims period or statutes of limitations
found in the California Tort Claims Act (California Government Code Section 810 et seq.).
A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City:
(a) Additional Named Insured Endorsement
Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides liability
coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City
of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as
additional named insureds.
(b) Primary and Non -Contributory Insurance Endorsement
Additional insurance coverage under the Contractor's policy shall be "primary and non-contributory" and will
not seek contribution from City's insurance or self-insurance and shall be at least as broad as ISO form CG 20
01 04 13.
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West
Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an
endorsement, a description of the project that it is insuring.
Page 1 1 of 2 pages
Risk: rev.03.2016
Insurance Requirements for Contractor (continued)
(c) Waiver of Subrogation
Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions,
officers, agents, employees, and volunteers.
(d) Limits of Coverage
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or
excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a
provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City
before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured.
(e) Severability of Interest Clause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured
shall not operate to increase the limit of the company's liability.
(f)
Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written
notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi,
CA 95240.
(g) Continuity of Coverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days
prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or
extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor
shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's
insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and
immediately obtain replacement insurance.
(h) Failure to Comply
If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of
coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with
interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The
City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount
paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest
on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this
Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails
to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such
termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently
pursue the removal of any and all of its personal property from the site or facilities.
(i) Qualified Insurer(s)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in
the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are
acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the
most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements.
NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements
required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the
effective date.
Page 2 I of 2 pages 1 Risk: rev.03.2016
RESOLUTION NO. 2018-192
A RESOLUTION OF THE LODI CITY COUNCIL
AUTHORIZING THE CITY MANAGER TO EXECUTE A SOFTWARE
MAINTENANCE AGREEMENT FOR SUPPORT AND MAINTENANCE
FOR LODI POLICE DEPARTMENT DISPATCH, RECORDS, JAIL,
REPORT WRITING, AND PROPERTY ROOM SOFTWARE SYSTEM
WITH SUPERION, LLC, OF LAKE MARY, FLORIDA
WHEREAS, in 2009 the Lodi Police Department purchased a computer system from
Superion LLC (formerly SunGard), that provides records management, computer-aided
dispatching, field reporting, mobile computing and other functions which allow the department to
function more efficiently; and
WHEREAS, the annual Software Maintenance Agreement between the City of Lodi
Police Department and Superion provides for software and hardware support in the event of
system malfunctions and minimizes any disruption in the department's ability to provide service
to the public; and
WHEREAS, staff recommends that the City Council authorize the City Manager to
execute a Software Maintenance Agreement for support and maintenance for Lodi Police
Department dispatch, records, jail, report writing, and property room software system, with
Superion LLC, of Lake Mary, Florida, in an amount not to exceed $164,144.50 from the Fiscal
Year 2018/19 Lodi Police Department operating budget.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize
the City Manager to execute a Software Maintenance Agreement for support and maintenance
for Lodi Police Department dispatch, records, jail, report writing, and property room software
system, with Superion LLC, of Lake Mary, Florida, in an amount not to exceed $164,144.50 for
the one-year term of the agreement.
Dated: October 17, 2018
I hereby certify that Resolution No. 2018-192 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held October 17, 2018, by the following vote:
AYES: COUNCIL MEMBERS — Chandler, Johnson, Kuehne, Mounce, and
Mayor Nakanishi
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
NIFER T'. FERRAIOLO
City Clerk
2018-192