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ANIMAL TRAKKERS'SUPPORT AND SERVICE AGREEMENT
This Animal Trakkers'Suppon and Service Agreement ("Agreement")between ACSoft,Ine.("ACSj and Fresno County Animal Control
("COUNTY").The services described bereinafterwill be used only for tbe benefit of Fresno County Animal Control,Fresno,Ca.
RECITALS:
It is tbe desire of tbe COUNTY to engage tbe services of ACS for tbe purpose of providing consulting,technical and programming services
consisting of application software requirements,revision,bug fixing,and custom-designed reports of tbe COUNTY's copy of Animal
Trakkers Software,located at 1221 Fulton Mall,Fresno,Ca.It is tbe desire of ACS to provide to the COUNTY tbose services necessary
witb respect to tbe above requirements it may have for providing services to the COUNTY upon tbe terms and subject to tbe conditions set
forth berein.
TERMS AND CONDmONS:
NOW,THEREFORE.tbe parties beretO mutually agree as follows:
1.DefiDitioos.For purpo5CS of this Agreement the standard definitions of the computer industry established by trade usage or custom,to
the c:nent such standard definitions do not contradict the specific definitions provided herein,shall be applicable.
1.1 System Software.The term "System Software"shall mean the genera!purpose software provided by the vendors other than
ACS such as the operating system,sort/merge programs.database management programs.word processors,electronic
spreadsheets,and compiler languages.
1.2 Animal Trakken Software.The term .Animal Trakkers Software"shall mean software tailored for use by the COUNTY
provided by ACS through transfer from Acs.
2.ObUgatioas 01 Acs.During the Term of this Agreement,ACS shall have the following obligations,duties and responsibilities:
2.1 Re-riew system IIOftw1Ire mamteDance releases:
Identify any Imown problems that would prevent the installation of the latest System Software revisions.Check for hardware and
software revision dependencies.
U Test upgndecl system IIOftw8re in.-.prodDcUoD mode 10 iasure iotegrity and retiabWty prior 10 production.
ACS maintains dedicated hardwue for testing operating system changes at no additional aJSt to the COUNTY in accordance with
this section.
2.3 Provide support duriDg bdtIal prodadioD iDIpI-n-"""'"
When any changes,other than corrective maintenance action by hardware vendor,are made to any component of the system,ACS
shall provide specific suppon during initial production stan-up to ensure proper operation of the modified components.1bia
does not limit ACS suppon on corrective Animal Trakkers Software suppon maintenance items.
2.4 System Software Support.
ACS will assist the COUNTY in developing procedures to provide for rotational off-site storage of historical data.Maintain
system security and log-<)n procedures.Monitor,modify,and maintain proper operational data file size to insure optimum
software performance.
2.S Animal Trakken Software support.
a)Maintain system command processing language programs in order to provide the COUNTY with safe usage of certain
System Software commands..
b)Create and maintain system log-<)ll codes to provide access to Animal Trakkers Software as appropriate.Respond to
the COUNTY's requests for security or advice in this area.
c)Develop and maintain application software as follows:
1)FIX any anomalies associated with the current system (including upgrades and new release).
2)Reorganize application database files as necessary to ensure proper Animal Trakkers Software performance
lellds.
2.6 Newlastallatloa.
2.6.1 In consultation with the COUNTY,ACS will make recommendations on the aCXIWsition and installation of additional
equipment including determining the type of equipment needed.ACS will won:with the COUNTY to determine placement of
the equlpment and to plan the installation schedule.
2.6.2 ACS will provide capacity planning information on each system when additional equipment or application software is
requested by the COUNTY.
2.7 Problem ".ndll~Support lor COUN'IY PenoDDel.
ACS shall provide telephone suppan for COUNTY personnel for Animal Trakkers Software-related problem throughout the
Term of this Agreement.
2.8 Problem ".ndl~
ACS shall n:ceive and respond to problem ca1I5 from the COUNTI.Upon receipt of problem call,during normal busineaa hour
(6am to Spm PST),ACS will contact the COUNTY within 4 hours ("Response Tune")to determine specific problem details and
the response level required.Problem response includes determination of corrective action.Possible actions may include,at the
determination of ACS,the following:
a.Telephone instructions for problem correction from ACS to the COUNTY.
b.Correction of COUNTY computer environment through system access by ACS.
e.Correction of software related problems through system access by Acs.
Ii Correction of software related problems through new software revision.
J.ObUgatioas 01 tile COUN'IY.During the Term of this Agreement,the COUNTY shall have the following obligations,duties,and
responsibilities.
3.l~
The COUNTY will notify ACS of any system software changes prior to procurement,for the purpose of verifying its usability and
compatibility with the Animal Trakkers Software and cdsting environment.
J.2 Use 01 F8dIWes.
The COUNTY shall provide ACS,its employees and authorized agents,access to the computers and adequate facilities to enable
ACS to perform its obligaDoDa hereuDder in an dIc:crm:and profeaional manner.The COUNTY will provide ACS with aa:ea
to dial-up uyndInmoua,14400 BAUD modemal1 racb processor lite (or problem IOlYiDg usage.
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3.3 Equipment.
The COUNTY shall be respoDSible for ordering,taking delivery,and maintenance of all equipment (e.g.CRT's,printers,
modems)required for Animal Trakkers Software.The COUNTY is responsible for providing justification and funding for any
equipment required by the COUNTY.
3.3.1 Installation of Animal Trakkers Software occurring more frequently than once a year will subject the COUNTY to
additional installation charges.
3.4 Daily Back-ups and On-going Traioiog.
The COUNTY shall be responsible for the daily backups of critical data files in the Trakkers directory and providing on-going
staff training.Specification regarding what ttaining is to be provided by the COUNTY.
3.S Host Based Sys1em and Application Software.
The COUNTY shall be respoDSible for obtaining,implementation and funding of communication software identified as Remote2
(c)Host version or CloseUp (c).The COUNTY will notify ACS of any system software changes prior to procurement,for the
purpose of verifying its usability and compatibility with the Animal Trakkers Software and existing environmenL
4.CompeDS8tion lor senices.ACS shall receive from the COUNTY,for the duration of this agreement,a monthly sum for the
performance of all services rendered to the COUNTY in accordance with a schedule of fees set forth as follows:
a)Support pricing;
Animal Trakkers Software Support:5170.00 per month plus 525.00 per month for 1 (one)terminal(s),for a total of
5195.00 per month.Terminals will be billed at $25.00/ea.per month and software at $3O.00/ea.per month after 4
terminals.Terminals will be billed at $lS.OO/ea.per month and software at $2O.00/ea.per month after 8 terminals.
b)Additional programming services outside of Animal Trakkers Software reports,cbarts,or fixes will be billed at a rate of
$125.00 per hour or a fixed price basis subject to the tenDS and conditions of a mutually acx:eptable written request by
COUNTY.The COUNTY shall have the authority to give ACS written approval to undertaJtc programming semc:a.
c)Fee Inaeasc:s.These fees set forth herein shall be in effect for the Term of the AgreemenL
S.FJrectiYe Date 01 Senice Fees and 1nYoice8.Beginning with the date of signing of this Agreement,the fees set forth in this Agreement
will remain in effect for twelve (12)months.Thereafter,ACS may increase such fees upon thirty (30)days advance Written Notice to
the COUNTY provided that ACS shall not increase such fees more than once per each annual maintenance period,and provided further
that each increase will not aceed the previous fees by the lesser of (i)five percent (5%)per year or (ii)the cumuLative percentage
increase in the Consumer Price Indc:l,All Urban ConsUlllCB for the U.s..during the previous year.
6.Tenn.The Term of the Agreement shall become effective upoo the signing of this Agreement and shall remain in force for an initial
term of three (3)yean and will be n:newed on a year-to-year basis by the COUNTY's payment of Maintenance and Support Fees unDl
terminated by either party in accordance with Section 7 of this Agreement.
7.TermUIIdion 01 ~This Agreement may be termiDatcd prioc to the cqJir'ation date in the following manner.
7.L Mataal AgnemenL The parties may terminate this Agreement without notice if evidenced by a jointly c:u:cutcd written
agreemenL
7.1..UnUa8end TenninaUon.For no cause or reason or for any cause or reason this Agreement may be terminated by either
party upon thirty (30)days advance written notice served on the other party.
7.J.TerminaUon For Cause.Either party shall have the right to terminate this Agreement for cause,if either party breaches or
fails to perform any material term or condition of this AgreemenL In that event,the complaining party shall provide notice in
writing of the cause for termination.Upon receipt of the notice,the other party shall then have twenty (20)days in which to
correct the cause to the reasonable satisfaction of the complaining party.If the cause is not corrected within that period of time,
this Agreement shall terminate automatically at the end of that period of time,without further act by either party.
7.4..Support Fee.Upon receipt of the notice (verbal or otherwise)from the COUNTY,the COUNTY is required to pay in
advance the full support fee from the time of notice to the day of termination by ACS.
7.5.Software and FOes.Upon termination,the appropriate programs (CICaltables),directories (EXEC,REPORT,CHART,
ACS,MEMO),and all non-data files must be removed by ACS before this Agreement can be terminated.All data,history,
accounting,and table files are the sole property of the COUNTY and ACS will convert the files to a dBASE format (DOF,SDF,
or delimited ASCII)with data dictionary.
8.Senices Not Included.ACS shall not be respoDSible for providing any semces other than those set forth with this AgreemenL
9.ACS's RJght To Reject Reco---ACS will review COUNTY's recommendations regarding computer planning and/or
operation,and if in ACS's reasonable judgment,the said l'CICX'mm-n..oons would atlect the operation and performance of Animal
Trakkers,ACS resem:s the right not to undertake any such requests for implementations of said recommendations.
10.FaBure 01 Perlolm8llC8 By SappUen.ACS shall not be liable to the COUNTY by reason of the defaults of suppliers of materiaJI and
semCC5,failure of equipment operation,or other perIODS nor agents or employees of ACS.
1L WIUTIIDty.The COUNTY acknowledge the complc:lity of the services provided by ACS and agree that the recommendations provided
to COUNTY by ACS shall be based upon only that information made available to ACS by the COUNTY at the time of the
recommendation.The sole liability of ACS and the sole remedy of the COUNTY against ACS for the failure of any recommendations
adopted by the COUN1Y pursuant to this Agreement shall be that ACS provide the COUNTY with such additional consultation
services as ACS deems necessary to review the failure and make further recommendations to the COUNTY,based on said review,and
subject to the provisions of Section 4 hereof.ACS will correct any Animal Trakkers'problems properly identified by the COUN1Y.
However,in no event shall ACS be liable for additional consultation semces to review any failure of recommendations not adopted in
whole by the COUNTY.
ACS MAKES NO WARRANTY wtUnJ::l.W(EXPRESS OR IMPLIED,OR WITH RESPECT TO THE
MERCHANTABILITY OR FlTNF.SS FOR ANY PARTlCUI..AJl PURPOSE,CONCERNING ANY
RECOMMENDATIONS MADE HEREUNDER \\'tU!;IJ::1.W(ADOPTED IN WHOLE OR PART.ACS SHALL Nor
BE UABLE FOR ANY DAMAGES ARISING OUT OR IN CONNECTION WITH THE USE OR
IMPLEMENTATION OF ANY RECOMMENDATIONS MADE HEREUNDER,AND IN NO EVENT SHALLACS BE
UABLE FOR ANY CONSEQUENTIAL DAMAGES.
1.2.Employment 01 ACS resem:s the right to,from time to time,employ,retain,or engage the services of others,as ACS deems
necessary,in order to properly perform the duties and obligations required of ACS under this Agreement at ACS's cosL
13.Independent Contrador Statu&.ACS,and its agents,servants and employees,shall be and act at all times during the term of the
Agreement as independent contractors vis-a-vis the COUNTY and shall not be,nor shall it or they be construed in any manner as beiDg,
an agent,officer or employee of the COUNTY.ACS shall assume full respoDSibility for payments on account of its agents,semmts and
employees of federal,state and local taII:I 01:'contributions impaled or required under the Social Security,worb:rs'compeB$"tVwoand
applicable income and employment tG IawI.lD tbiI regard,ACS g:nWCI to &beCOUNTY'tbac it iI aware of the laws of the State of
California requiring employers to be insured against liability fOl:'workers'compensation and shall comply with such laws during the term
of this Agn:emenL
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14.Notice.All notices,requests,demands a...d other communications called for or contemplated hereunder shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by facsimile transmission or four (4)days after being mailed (the date
or mailing shall count as the first day)by United States certified or registered mail,postage prepaid,addressed to the appropriate party
at the following address or such other address as the parties hereto may designate by wrinen notice in the manner aforesaid:
If to ACS:
ACSoft,Ine.
PO Box 2211
Rialto,CA 92377-2211
Ann:Mr.Hany Bon
Phone:(909)874-5194
Fax:(909)874-5194
If to the COUN'IY:
COUN'IY OF FRESNO
Director of Computer Services Department
1020 South Tenth Street
Fresno,Ca 93702
15.Attorney's Fees.If any legal action or arbitration is brought or commenced by either party to this Agreement against the other for the
enforcement of the Agm:ment or because of an alleged dispute,breach or default under this Agreement,the prevailing party shall be
entitled to recover reasonable attorneys'fees and other costs in such action in addition to all other relief to which said party may be entitled.
16.AssigDabillty.No party shall assign,transfer or sutH:ontract this Agreement nor their rights or duties under this Agreement without
wrinen consent of the other party;however,ACS shall not unreasonably deny consent for the COUN'IY to assign or transfer its rights,
duties,and responsibilites should the COUN'IY decide to assign the functions supponed by this software to another agency,provided
wrinen notice of request for such assignment is submitted to ACS.
17.Coo01c:t or Terma aad ConclWo-.Any contlict between the tenus and conditions of this Agreement and any attachments hereto shall
be controlled e:u:1usively by the tenus and conditions of this Agm:ment.
18.Equitable }l..med-Due to the uniqueness of the services to be performed by ACS for the COUN'IY,and due to the fact that ACS's
reputation in the community as computer consultants may be affected by the financial success or failure of the COUN'IY in the
operation of the COUNTY's data processing resources,in addition to the other rights and remedies that ACS may have for a breach of
this Agreement,ACS shall have the right to enforce this contract,in all of its provisions.by injunction,specific performances.,or other
relief in a court of equity.
1.9.IndelDlUDcaUoa.ACS agrees to indemnify,defend and hold hannless the COUN'IY,the COUN'IY and their authorized apts,
officers,volunteen and employees agaiDst any and all claims wbatsoever arising from this Agreement.
20.Confld..n"'lIty.ACS understands the confidential nature of information that will be maintained in Animal Trakkers Software.ACS
will take all reasonable mC8IUI'CSwithin ACS's control to protect this information from unauthorized use.Any material.~"to
the COUNTY,receM:d by ACS shall be kept in the strictest confidence by ACS and its employees.
ZL Proprietary Nature or ADJmal TraIdren Software.COUN'IY undemands the complc:lity of Animal Trakkcrs Software and as IUCh
agrees not to sell,lease,lend,or in any other way transfer,eu:ept as provided for by this Agreement,ideas or any other engineering
associated with the system.
ZL1 Mnd'''''''tift'118 by the COUN1Y.COUN'IY understand that they may not alter,decompile,reverse engineer,disassemble,or
in any otherway derive source code to Animal Trakkers Software.
ZU F.nh._-W by the COUN1Y.COUNTY understand that no modifications,alterations,enhancements and/or Addjtinn...
made by the COUN'IY to Animal Trakkers Software shall create ownership rights of any kind.
21.3 Continued...or Software.Except as otherwisespecificallydescribed continued use of AnimalTrakItersSoftwareis
contingent upon adherence to the tenus of this Agreement.
2%.AVIIilabiUty8Dd Access ao Soan:e Code.By entering into this Agreement in no way entitles the COUN'IY to access of the source code
for Animal Trakkcn,eu:ept as provided for in section 22.1 of this Agreement.
2%.1 CoDdiUo..ror IICCeS8ao 80111'CecocIe.In the event that ACS is no longer able to provide software suppon per the terms in
this Agreement,all source code as provided for in section 22.2 will become available to the COUN'IY for a nominal cost to be
determined for e:u:1usive use by the COUNTY.Access to source code will not entitle the COUN'IY to market or distribute an
end user copy of Animal Trakkers Software.
2Z.Z LocatIon of Soan:e Code.All available and current source code,as it pertains to Animal Trakkcrs Software has been placed
in escrow with the law finD of Fullerton,Lemann,&Schaefer,215 North 00"Street,San Bernardino,CA 92401-1701 (909)889-
3691.
23.NolldJsc:rimiDldia.ACS understands and freely accepts the definition and necessity to comply with the requiremeuts of
nondiscrimination.
23.1 Non deDW orbenefUs.During the performance of this contract,ACS and its subcontractors shall not deny the contract's
benefits to any person on the basis of religion,color,ethnic group identification,~age,physical or mental disability,nor shall
ACS discriminate un.Iawfully against any employee or applicant for employment because of race,religion,color,national origin,
ancestty,marital status,age,or sex.ACS will insure that the evaluation and treatment of employes and applicants for employment
are free of such discrimination.
Z3.2 CompliaDce.ACS will comply with the provisions of the Fair Employment and Housing Act (Government Code,Section
12900 et seq.),the regulations promulgated thereunder (California Administrative Code,Title 2,Section 7285.0 et seq.),the
provisions of Article 9.5,Chapter 1,Part 1;Division 3,Title 2 of the Government Code (Government Code Sections 11135-
11139.5)and the regulations or standards adopted by the awarding State agency to implement such anicle.
Z3.3 NoWlcaUon ao Unioos.ACS and its subcontractors will give wrinen notice of their obligations under this clause to labor
organizations with which we have a collective bargaining or other agreement.
23.4 or clause.ACS will include the nondiscrimination and compliance provisions of this clause to all subcoattac:tl to
perfonn work under this contract.
U CapUo-.The captions appearing in this Agreement are for convenience only,and in construing this Agreement,captions shall be
disregarded and deemed not to add to,subtract from,or otherwise affect the language of this Agreement in any manner.
25.Entire Agreemen8;ModiIkaUoa.'Ibis Agreement constitutes the entire agreement between the parties within respect to the Animal
Trakkcrs Software Suppon Services Agreement,superseding all prior negotiations.discussions and preliminary understanding.'Ibis
Agreement may not be modified eu:ept by a writing CICa1ted by both of the parties.
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