HomeMy WebLinkAboutBi-Tech Software / SunGard Bi-Tech LLC; 1996-04-30;Exhibit 2
ADDENDUM TO THE SOFTWARE LICENSE AGREEMENT
I. License
This Addendum to the Software License Agreement dated April 30, 1996, is by and between
SunGard Bi-Tech LLC, hereinafter referred to as SunGard, and City of Carlsbad, hereinafter
referred to as Customer, for a non-transferable, non-exclusive, limited scope, term license to use
SunGard's proprietary software module(s) known as IFAS 7i, Bank Reconciliation and Documents
Online.
The Customer is hereby granted the right to use the module(s) licensed herein, in conjunction
with SunGard's proprietary application software previously licensed from SunGard, collectively
referred to as Software. Customer's Software use is limited by the number of Concurrent Users
named in the original Software License and Support Agreement ("Agreement"), as it may have
been amended, between SunGard and Customer. If Customer's Agreement does not limit the
number of Concurrent Users, then this Addendum limits the number of Concurrent Users on all
SunGard Software at 48 Concurrent Users.
The term of the license granted by this Addendum shall continue in perpetuity, however;
SunGard's obligation with respect to warranties and indemnities shall cease to apply if Annual
Support is terminated. SunGard shall have no liability with respect to Customer's use of the
Software or services after Annual Support is terminated. Customer agrees that the Terms and
Conditions stated in the original Agreement are applicable to the Software licensed in this
Addendum. If any terms of this Addendum conflict with terms of the original Agreement, the
terms herein shall take precedence. No title to or ownership of the Software or any of its parts
is hereby transferred to the Customer and the Customer's right to use the Software shall at all
times be subject to the restrictions set forth in the above mentioned Agreement and this
Addendum. The license granted hereby does not include licensing for any third party product
unless expressly stated herein.
10/10/2007 CONFIDENTIAL
°t
Exhibit 2
II. License Fee, Annual Support, Installation and Professional Services:
The service charge(s) are as follows:
IFAS Products & Services License First Year
Support Hours Professional
Services Total Price
Finance
Bank Reconciliation (Conversion from Check Management)
- Consulting
- Data Conversion
- Special Tasks
--
18
20
16
2,700
3,700
2,960
-
2,700
3,700
2,960
Tools and Productivity Software
Documents Online
- Consulting
- Training
IFAS 7i
- Training
Setup for Workflow
- Consulting
- Training
- Technical Consulting
12,400
30,960
2,232
5,573
9
18
70
66
31
20
1,350
2,700
10,500
9,900
4,650
3,700
14,632
1,350
2,700
36,533
10,500
-
9,900
4,650
3,700
IFAS Project Professional Services
IFAS 7i Dashboard Training
IFAS 7.9 Security Set-Up Assistance
Remote Project Management (To Be Billed Hourly @ $150/hour)
8
24
40
1,200
3,600
6,000
1,200
3,600
6,000
Ancillary Hardware Components
Stage and Integrate Client Provided 7i Server Farm
- Server Farm Staging and Integration on-site
Estimated SunGard Travel
Sub-Total
Tax on Software and Support
Grand Total
-
$43,360
$3,252
$46,612
-
$7,805
$585
$8,390
48
388 hrs
7,200
11,250
$71,410
$71,410
-
7,200
11,250
$122,575
$3,837
$126,412
If services beyond those included above are needed, they shall be offered at SunGard's then
current service rates. Any associated Travel, Meals, and Lodging will be billed as incurred.
Customer shall have the option of purchasing Annual Software Support. Annual Software
Support is eighteen (18) percent of the undiscounted License Fee. The first year's Support is
due upon execution and subsequent renewals will be prorated to run concurrently with the
existing support schedule. The annual Software Support period commences upon execution.
Annual Support in future years shall be increased annually by the change in the Consumer
Price Index (CPI) from the previous year, plus 2%.
Whenever any services are provided by SunGard at a Customer location or any other location
requested by Customer other than one of SunGard's locations, Customer shall reimburse
SunGard for reasonable travel (including travel from origination points other than SunGard's
headquarters location), lodging, meal and related expenses incurred by SunGard personnel in
providing such services. Airfares shall be coach or economy. Meal reimbursement for
consulting or training or travel days will be at the per diem rate for Customer's area as set by
the IRS. Ground transportation may include rental cars (intermediate or economy), bus,
taxi/shuttle (including tips) and/or personal car mileage (at current IRS rate). Lodging
arrangements will be made with safety, cost, proximity to Customer, and reputation of the
facility in mind. Items of a personal nature will not be charged to Customer.
Customer will be provided with a copy of the Traveler's expense report; however copies of
receipts will not be provided without an additional charge.
10/10/2007 CONFIDENTIAL
|0
Exhibit 2
Customer shall also reimburse SunGard for freight costs (including in-transit insurance, if
necessary) associated with the delivery of Software, hardware and/or third party software.
Note: Customer intends to initially implement the 7.7.2 version of I FAS 7i. The upgrade from
7.7.2 to 7.9 will be subsequently installed and the upgrade will be performed as covered within
the Customer's ongoing Annual Support Agreement.
III. Payment
Due upon execution of Addendum:
License Fees
1 st Year Support
Sales Tax
$43,360
7,805
3,837
Total Due $55,002
If applicable, 1PO% of the sales/use tax is due on the taxable amou
To Be Billed As Incurred:
Professional Services $60,160
Estimated Travel Expenses 11,250
$71,410
Total of all
payments:
Addendum a
r/ //Wfa w_
BY:
PRINT NAME:\aron Johnson PRINT NAME:
PRINT TITLE:President PRINT TITLE: Mayor or City Manager
PRINT TITLE: Controller
DATE:
PRINT TITLE: City Clerk
DATE:
$126,412
ition.
Z PRINT TITLE: City Attorney
10/10/2007 CONFIDENTIAL
I)
ADDENDUM TO THE SOFTWARE LICENSE AGREEMENT
I. Understanding
This Addendum to the Software License Agreement dated April 30, 1996, is by and between SunGard Bi-
Tech LLC, hereinafter referred to as SunGard, and City of Carlsbad, hereinafter referred to as Customer.
II. Professional Services
SunGard shall provide the following professional services to Customer at the rates set forth below.
I FAS Services
Consulting Services & Network Review
Remote Project Management (To Be Billed Hourly @ $150/hour)
Estimated SunGard Travel
Total
Hours
92
24
116 hrs
Professional
Services
13,800
3,600
3,450
$20,850
Total Price
13,800
3,600
3,450
$20,850
III. Payment and Expense Reimbursement
The parties agree that the above professional services will be billed to Customer as the services are
delivered by SunGard.
Any associated Travel, Meals, and Lodging will be billed to Customer as incurred. Whenever any services
are provided by SunGard at a Customer location or any other location requested by Customer other than
one of SunGard's locations, Customer shall reimburse SunGard for reasonable travel (including travel
from origination points other than SunGard's headquarters location), lodging, meal and related expenses
incurred by SunGard personnel in providing such services. Airfares shall be coach or economy. Meal
reimbursement for consulting or training or travel days will be at the per diem rate for Customer's area as
set by the IRS. Ground transportation may include rental cars (intermediate or economy), bus, taxi/shuttle
(including tips) and/or personal car mileage (at current IRS rate). Lodging arrangements will be made with
safety, cost, proximity to the Customer, and reputation of the facility in mind. Items of a personal nature
will not be charged to Customer.
The parties understand that most trips to Customer's location will include approximately four (4) days of
training/consulting per trip. If travel expenses can be minimized by staying over a weekend, the Customer
will provide reimbursement for such weekend stays.
The Customer will be provided with a copy of the Traveler's expense report; however copies of receipts
will not be provided without an additional handling charge.
Sard/BJ-Tech LLC
BY:
PRINT NAM
PRINT
TITLE: President
BY:
DATE SIGNED:DATE SIGNED:
10/17/2007 CONFIDENTIAL
Addendum to llic Soll\\arc License ami Support A
I. Professional Services
This Addendum is by and between SunGard Bi-Tech Inc., hereinafter referred to as SunGard, and City of
Carlsbad, hereinafter referred to as Customer, for Professional Services.
If any terms of this Addendum conflict with terms of the original Agreement, the terms herein shall take
precedence
The service charge(s) are as follows:
Professional Services for ELF Form Modifications
If services beyond those included above are needed, they shall be offered at SunGard's then current
service rates. Any associated Travel, Meals, and Lodging will be billed as incurred. Customer shall have
the option of purchasing Annual Software Support,
Whenever any services are provided by SunGard at a Customer location or any other location requested
by Customer other than one of SunGard's locations, Customer shall reimburse SunGard for reasonable
travel (including travel from origination points other than SunGard's headquarters location), lodging,
meal and related expenses incurred by SunGard personnel in providing such services. Airfares shall be
coach or economy. Meal reimbursement for consulting or training or travel days will be at the per diem
rate for Customer's area as set by the IRS. Ground transportation may include rental cars (intermediate or
economy), bus, taxi/shuttle (including tips) and/or personal car mileage (at current IRS rate). Lodging
arrangements will be made with safety, cost, proximity to the Customer, and reputation of the facility in
mind. Items of a personal nature will not be charged to the Customer.
The parties understand that the implementation plan assumes approximately four (4) days of Customer
training/consulting per trip. If travel expenses can be minimized by staying over a weekend, the Customer
will provide reimbursement for such weekend stays.
The Customer will be provided with a copy of the Traveler's expense report; however copies of receipts
will not be provided without an additional handling charge.
n. Payment
Payment shall be as follows:
Billed As Incurred
ELF Professional Services
Total Due
20 Hours $3.000
$3,000
If applicable, 100% of the sales/use tax is due on the taxable amount for this Addendum at execution.
SunGard Bj-Tei
BY:.
Printed Name: (Aaron Johnson
Title: President
City Of Carlsbad
BY: 7K. .L
Name: L£,£ i\Aui
Date:
SunGard Internal Use:
PS Initial of Approval_
Confidential
Title: X.T.
Date:
Pagel 04/22/2004
e 0
EXTENSION OF AGREEMENT
The agreement dated April 30, 1996, and Amendment #I to the Agreer
dated April 6, 1998, for Financial Information Systems Software, License and Support beh
the City of Carlsbad, a municipal corporation and Bi-Tech Software, Inc. is hereby extendec
a period of one year, ending on December 31, 1999.
All other provisions in the original agreement shall remain in full force and em
All insurance policies to be maintained by Contractor shall be extendel
include coverage for this extension period.
CITY OF CARLSBAD, a municipal
corporation of the State of California CCr i\jTWCTJ R:
&,7ac1, So$+LJave LJC *
(name of Contractor)
(sign here) fl I
I JZ
KAREN R. KUNDTZ, Assistant City Clei
December 21, 1998 - DATE A&* e-' 3 &..-; ?$.&
(int name/title) ,hJ + PPdA.4 +J-w,-+b
(Proper notarial acknowledgment of e x ecution by Contractor must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporatior
only one officer signs, the corporation must attach a resolution certified by the secreta
assistant secretary under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
BY
10/1
e 0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
Cd; A rn ;cc
-* &e. 2, IqW before me, /err L. MyerJ
Date Name and Title of Officer (e g "Jax Doe Notary Public')
personally appeared 6mce E. LpnyqJSer)
Name($ of Signer($
&personally known to me - OR - C proved to me on the basis of satisfactory evidence to be the persc
whose name(s) islare subscribed to the within instrui
and acknowledged to me that-helthey execute(
same in-erltheir authorized capacity(ies), and th
merltheir signature(s) on the instrument the persc
or the entity upon behalf of which the person(s) at
executed the instrument.
WITNESS my hand and official seal.
Signdre of Not& Public
Though the information below is not required by law, It may prove valuable to persons relymg on the document and could prt
fraudulent removal and reattachment of this form to another document
Description of Attached Document
Title or Type of Document: €r-lens;6/) 8 f /3;9--m&-TL+
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: 6nCk E. Ln;a~-bq
Individual 0 Individual p Corporate Qfficer
Title(s): vtcp, PW- GfUxn- Tit le( s) :
0 Partner - 7 Limited 0 General 0 Partner - 0 Limited 0 General
0 Attorney-in-Fact 0 Attorney-in-Fact
17 Guardian or Conservator 0 Guardian or Conservator
0 Corporate Officer
Signer Is Representing:
&Tcdr\ Sawwdtak.
Signer Is Representing:
0 1995 National Notary Association f 8236 Remmet Ave , PO Box 7184 - Canoga Park, CA 91309-7184 Prod No 5907 Reorder Call Toll
e e
ACKNOWLEDGEMENT
Commonwealth of Pennsylvania )
County of Chester )
1 ss:
On this the 4th day of December, 1998, before me, Carolyn M. Keith, the undersigned ofi
and notary public, Andrew P. Bronstein, Assistant Vice President, Assistant Secretary o
Tech Software Inc. ("Bi-Tech"), known personally to me, appeared before me and subscr
to the attached instrument, the Extension of Agreement between Bi-Tech and the Cii
Carlsbad, and he acknowledged that he executed the same for the purposes therein contai
IN WITNESS WHEREOF, I hereto set my hand and official seals.
Carolyn M. Keith, Notary Public
(Seal)
r- -*--.--.."--.aq*
Mdsrlall Seal I Carolyn M Keith, ----=I Notary Public Tredyffrin Tw , Chester County 1 Ah, "ommission &phs March 15. 2001
rvkinrei Ppnnsvlvania Association of Notaries
Y-
-
J&H MARSH & MCLENNAN OF PENNSYLVANIA,INC
TWO LOGAN SQUARE PHILADELPHIA, PA. 19103-2797
BI-TECH SOFTWARE INC ATTN BRUCE LANGSTON 890 FORTRESS STREET CHIC0 CA 95973
R'S B CONTRACTOR'S PROT
299-50-20-01 (NY)
ALL OWNED AUTOS 299-50-20-02 (VA)
SCHEDULED AUTOS 365-41-73-95 (MA)
HIRED AUTOS 745-75-00-48 (TX)
NON-OWNED AUTOS DEDUCTIBLES:
CITY OF CARLESBAD IS INCLUDED AS AN ADDITIONAL INSURED EXCEPT FOR WORKERS COMPENSATION.
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OB1
CITY OF CARLESBAD ATTN JEANNE FLACK FINANCE DEPT 1200 CARESBAD VILLAGE DRIVE CARESBAD CA 92008
0 0 . .r
ATTACHMENT H
FAITHFUL PERFORMANCE BOND
BONd f 138077401
KNOW ALL MEN BY THESE PRESENT,
That
AMERICAN CASUALTY COMPANY OF READING PA (“Surety”) are held and firm
bound unto the CITY OF CARLSBAD, as Obligee, hereinafter called Owner, in the
of THREE HUNDRED FIFTEEN THOUSAND FIVE HUNDRED FIFTY mEE Dollars, for the
payment of which sum well and truly to be made, we bind ourselves, our heirs,
executors, administrators, successors, and assigns, jointly and sevdy&mtly by
these presents.
WHEREAS, the Contractor has been awarded and is about to enter into a contract
Owner to perform all work required under the Bid Schedule(s) of the Owner’s
specifications entitled,
WHEREAS, the provisions of the Contract are incorporated by reference into this
Faithful Performance bond and shall be part of Surety’s obligation hereunder.
NOW THEREFORE, if Contractor shall perform all the requirements of said contra(
required to be performed on his part, at the times and in the manner specified here
then this obligation shall be null and void, otherwise, it shall remain in full force and
effect.
PROVIDED, that
(1)
(“Contractor“) and BI-TECH SOFTWARE
any alternations in the work to be done or the materials to be furnished, whi
may be made pursuant to the terms of the Contract, shall not in any way re1
Contractor or Surety hereunder,
any extensions of time granted under the provisions of Contract shall not re
either Contractor or Surety from their respective obligations to Owner,
notice of any such alterations or extensions of the Contract is hereby waive
Surety,
any payments (including progress payments) made on behalf of Owner to
Contractor after the scheduled completion of the work to be performed pur!
to the Contract shall not release either Contractor or Surety from any oblig:
under the Contract or this Faithful Performance Bond, or both, including an
obligation to pay liquidated damages to Owner.
(2)
(3)
1
(4)
(5) the surety’s obligation under the performance bond shall not inclu
Maintenance Agreement (Section VI11 - Duration of Contract, Page 7
is renewable annually by mutual agreement.
0 0 . 1-
SIGNED AND SEALED, this *5TH day of APR1L ,192
BI-TECH SOFTWARE INC AMERICAN CASUALTY COMPANY OF REA - -
Contractor Surety
PO BOX 8286, PHILADELPHIA PA 1911
W. Gary .Si tton, President - Typed Namenitle Address
215-351-3889
Phone No.
MATTHEW C. GAYNOR,ATTORNE (SEAL)
Typed Namenitle
BY
(SEAL AND NOTARIAL ACKNOWLEDGEMENT OF SURETY)
(Power of Attorney to be attached)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
BY
0 ..
0 .-
ACKNQRILEDGMENTS FOR BONDS
(ACKNOWLEDGMENT BY PRINCIPAL. UNLESS TT BE A CORPORATION)
STATE OF 1
COUNTY OF 1
On this day of .19-, before me penonally came
described in and who cxccutefi the fomgoing immrumcni and acknowledged thai
) ss*
, ta me known and known to me to be tht person($) he muted the same.
Notary Public
(ACKNOWLEDGMENT BY PRINCIPAL, IF ACOKPORATION)
1 Is.:
m OF 1
COUM'Y OF 1
On thls - day of
-
and ray rhar he resides m
that he isthe
of the thecbrporariondeocr~~~w~c~~t~~f~a~g~~~~~ he knowsthexalofsaidcarpora- Lio~; tbatthesd affixed to taid instrument is such corporate seal; that itwas bo rffiby order of the Boardof Dir~~tors of said corporationand that he SiaM h name them0 byyllke OM
, 19-. before me perranaily came
, to me knm who, king by me duly sworn, did deposc
Notary Pubtic
(ACKNOWLEDGMENT BY SURETY COMPANY)
mATEOFPENNSYLVANIA
COUNTY OF
Onthts 25TH byof
MATTHEW C. GAYNQR
'PHILP~LJELPH IA
96 , 19- . before me perseaally came! - APRIL
, LO me known, who, being by cnc duly sworn, did depose
and say that z hc
that Bhc IS the ATTORNEY-IN - FACT
,,ithe lhcmrpomko describedin lindwhichawuttdtheforrHainp insaumCar: that HE \mowtthe seal of saidcorpsratio; thatthesealaffkd tosaidinrtrumcntio ouch corporateseal; that It wasso afflxedby otda of thcBoard of Dinctors of said corpwptlonandthat he Wcdh mthauobylikronLcr;andthatthebbili~lof iu assets as ascrmined in the mMnerptovidcd by the laws of&@%atc of New %rk.
resid= in -DELPHI A
AMERICAN CASUALTY COMPANY OF READING PA
Ywdonorarcred_
SKI riwmww w-3
Ameriian Casualty Compan, e e
CNA
sf Reading, Pennsylvania
For All the Commitments You Makea
OfficeslChicago, Illinois
POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT
Know All Men by these Presents, That AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA, a corporation dl and existing under the laws of the Commonwealth of Pennsylvania, and having its principal office in the City of Chicag
of Illinois, does hereby make, constitute and appoint Matthew C. Gavnor, Christopher Roak, Martin
Mi&P1 F. Win, Tndividually
Phi 1 adel phia . Pennsylvania
..
of its true and lawful Attorney-in-Fact with full power and authority hereby conferred to sign, seal and execute in its behalf bonds, I
and other obligatory instruments of similar nature .. - nlimited Amounts -
and to bind AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA thereby as fully and to the same extent as if such were signed by the dul authorized officers of AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA and all the Attorney, pursuant to tie authority hereby given are hereby ratified and confirmed.
This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by 1 Directors of the Company:
“Article VI-Execution of Obligations and Appointment of Attorneyin-Fact
Section 2. Appointment of Attorney-in-fact. The Chairman of the Board of Directors, the President or any Executive, Ser Vice President may, from time to time, appoint by written certificates attorneys-in-fact to act in behalf of the Company in 11 of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys-in-fact, si limitations set forth in their respective certificates of authority shall have full power to bind the Company b their signature ai of any such instruments and to attach the sea!of the Com any thereto. The President or any Executive, lenior or Group Vi may at any time revoke all power and authorlty previous& given to any attorney-in-fact.”
This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted L of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993:
“Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Cc be affixed by facsimile on any power of attorney granted pursuant to Section 2 of Article VI of the By-Laws, and the sign Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any sucl any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power and sealed and certified by certificate so executed and sealed shall with respect to any bond or undertaking to which it continue to be valid and binding on the Company.”
In Witness Whereof, AMERICAN CASUALTY COMPANY OF READING, PE YLVANIA has caused th e pr ents to b
F READING, PEN1 State of Illinois County of Cook } ss
its Group Vice President and its corporate seal to be hereto affixed this i?%h day of %fa r cT
AMERlCAN CASUALTY COMPAN a//-
,g(/\ /$?X%% day Of).
$3, d M. C. o ahme Group Vice
On this 75th day of March , 19x, before me persc . M. C. Vonnahme, to me known, who, being by me duly sworn, did depose and sa : that he resides in the Village of Downers C of Illinois; that he is a Group Vice President of AMERICAN CASUALTY COMPANY JF READING, PENNSYLVANIA, the corporatio in the which executed the above instrument; that he knows the seal of said Corporation; that the seal affixed to the said instrurr corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he sign€ thereto pursuant to like authority, and acknowledges
I, Robert E. Ayo, Assistant Secretary of AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA, do cert Attorney herein above set forth is still in force, and further certify that Section 2 of the Article VI of the By-Laws of t Resolution of the Board of Directors, set forth in said Power of Attorney are still in force. In testimony whereof I have hereunto I
my name and affixed the seal of the said Cmpany this 25TH
Assistant I rL+E - mi kJ Robe E. Ayo
8-23i42-D +KY~ INV. N(
CH SOFTWARE INC KAREN TRACY
ERS & CONTRACTORS PROT
SCHEDULED AUTOS
HIRED AUTOS
NON-OWNED AUTOS
& EMPLOYERS LIABILITY $1 00,oo
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CAN1
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL
30 DAYS WRITEN NOTICE TO THE CERTIFICATE HOLDER I ATTN JEANNE FLACK FINANCE DEPT
'1200 CARESBAD VILLAGE DRIVE CARESBAD CA 92008
COMMERCIAL GENE1
cc
* * 7.
Ib % ," POLICY NUMBER: UJSLS188K7990TIL96
THlS ENDORSEMENT CHANGES THE POLICY. PLEASE READ 1T CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS FORM B
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
S CHEO U LE
Name of Person or Organizadon: CITY OF CARLESBAD
r
(If no enTry appears above, information required TO complere this endorsement will be shown in Declaraions as applicable to this endorsement)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization show in tht
bur only with respect to liability arisirlg OUT of your ongoing operations performed for that insured.
CG 20 70 10 93 Copyright, Insurance Services Office, Inc. 1992
, e 0 't .,
AMENDMENT NO. I TO AGREEMENT
This Amendment is entered into the fod day of f3-srl I , 1E
but effective as of the 30fh day of June, 1997, ratifying the amendment of the agreement d2
by and between the City of Carlsbad, a municipal corporation, herein:
referred to as "City", and Bi-Tech Software, Inc. , hereinafter referred to as, "Contractor
provide Financial Information Systems Software, License and Support.
April 30, 1996
RECITALS
WHEREAS, the initial agreement, dated April 30, 1996 identified a scop
work which included the provision of professional services for the design, configuration, deli
and installation of the Software; and
WHEREAS, the parties to this aforementioned agreement desire to alter
scope of work to incorporate additional City-requested training, software modifications
programming services; and
WHEREAS, supplemental work and fees have been negotiated, agreed to,
completed as shown on Exhibit "A Scope of Services and Fee prior to the execution oi
amendment; and
WHEREAS, additional training, software modifications and program
services may be required.
NOW, THEREFORE, in consideration of these recitals and the mutual cove1
contained herein, City and Contractor hereby agree as follows:
1. The supplemental work and fees therefore which Contractor has provide
outlined on the attached Exhibit "A" are hereby ratified.
2
0 e *I \.
2. City is authorized to pay Contractor for all work associated with Paragrap
above which has been completed to the satisfaction of City.
3. The initial agreement is further amended to allow City to require additic
services on a project by project basis to assist with operation andlor desired functionality of
software. When services are requested, Contractor will provide City with a written proposa
each requested project which may be accepted or rejected by City. If accepted by Cit
writing, and upon completion of the project, Contractor shall submit an invoice to Citj
approval. The total cost of all projects covered by this amendment shall not exc
$50,000.00.
4. Contractor shall complete all projects requested by the agreed upon d:
or by the expiration of the agreement amended hereby.
5. All other provisions of the aforementioned agreement entered into on
30, 1996, by and between City and Contractor shall remain in full force and effect.
I1
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6. All requisite insurance policies to be maintained by the Contractor s
include coverage for the amended assignment and scope of work.
Acknowledged and Accepted:
CONTRACTOR: CITY OF CARLSBAD, a municipal 8, -+& s,$+ Lu- LC.
ATTEST:
1 /I fl 4
,4G” T-3 ((!&!??&/ x. )\&a,
c .))%? $4 / /
ALETHA L. RAUTENKRANZ
City Clerk
,q zf 3-d-j c - J ;+-hfi &ZCL&~ DATE ‘ [ (print nZme/titIe) dice Yes; &+
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer I
the corporation must attach a resolution certified by the secretary or assistant secretary under corporate
empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
21
I 6' 0 0
Exhibit
SCOPE OF SERVICES AND FEES
1. Create Key-only and Object-only functionality to Quick Keys $5,400.00
2. Redo AP Check Format for RXLaser $1,800.00
3. Develop balance sheet in CDD $1,350.00
4. On-site Purchase Order year-end training $1,600.00
5. Provide programming services for Payroll/GL Interface $2,700.00
6. Expenses for PY/HR training $1,138.82
2,
I. a a ' CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of PA
/3p& I 6, lSC8 beforeme, Ter-2' L* fly@
Date Name and Title of Officer (e g 'Jane Doe, Notary Public')
personally appeared TLJq L- s;*,
d Name@) of Signer(s)
&ersonally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the persc
whosems) is/are subscribed to the within instrur
and acknowledged to me that he/mthey executec
same in his/her/their authorized capacity(ies), and th:
hismheir signature(s) on the instrument the persoi
or the entity upon behalf of which the person(s) ac
executed the instrument.
WITNESS my hand and official seal.
Signadre of NotaqPubIic
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prc
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
C Individual 0 Individual
0 Corporate Officer
C Partner - 0 Limited C General
0 Attorney-in-Fact 0 Attorney-in-Fact
El Guardian or Conservator 0 Guardian or Conservator
Signer Is Representing: Signer Is Representing:
0 1995 National Notary Association * 8236 Remmet Ave PO Box 7184 - Canoga Park CA 91309 7184 Prod No 5907 Reorder Call Toll
&a e 0 ' CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
Name and Title of Officer (e g 'Jane Doe Notay Public')
personally appeared 6~- E- Lan.clsS-om
Name(s) of Signer@)
,,&personally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the perso
whose-) idare subscribed to the within instrun
and acknowledged to me thatmshehhey executed
same in his/her/their authorized capacity(ies), and tha
@her/their signature(s) on the instrument the persor
or the entity upon behalf of which the person s) ac
executed the instrument.
WITNESS my hand and official seal.
c3
Signadre of Notay46ublic
Though the information below is not required by law, it may prove valuable to persons relying on the document and could pr.6
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
3 Individual G Individual
2 Corporate Officer
c! Partner - 0 Limited 0 General 0 Partner - C Limited c1 General C Attorney-in-Fact 0 Attorney-in-Fact
0 Guardian or Conservator C Guardian or Conservator
0 Corporate Officer
Title (s) :
Signer Is Representing: Signer Is Representing:
0 1995 National Notay Association * 8236 Remmet Ave , PO Box 7184 * Canoga Park CA 91309-7184 Prod No 5907 Reorder Call Toll
e e t
’\.
EXHIBIT 3
CONTRACT BETWEEN THE CITY OF CARLSBAD
AND BI-TECH SOFTWARE, INC.,
TO PROVIDE FINANCIAL INFORMATION SYSTEMS
SOFTWARE, LICENSE AND SUPPORT
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6
TABLE OF CONTENTS
I. Definitions .......................................................................................................
11. Contractor’s Obligations ..................................................................................
111. Liquidated Damages .......................................................................................
IV. City Obligations ...............................................................................................
V. Progress and Completion ................................................................................
VI. Fees to be Paid to Contractor .........................................................................
VII. Payment Schedule .........................................................................................
VIII. Duration of Contract ......................................................................................
IX Acceptance Testing Standards .......................................................................
X. Time and Place of Delivery; Installation and Training .....................................
.
XI. Performance Bond ..........................................................................................
XII. Warranty and Limitation of Liability ................................................................
XIII. Other Documents ..........................................................................................
XIV. Governing Law ..............................................................................................
XV. Changes in Work ...........................................................................................
XVI Coven ants Against Con ti ng ency Fees. ......................................................... .
XVII. Nondiscrimination Clause ............................................................................
XVIII. Termination of Contract ..............................................................................
XIX. Disputes ........................................................................................................
XX. Claims and Lawsuits ......................................................................................
XXI. Status of the Contractor ................................................................................
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XXII. Hold Harmless Agreement ...........................................................................
XXIII. Assignment of Contract ..............................................................................
XXIV. Subcontracting ...........................................................................................
XXV. Prohibited I nterest .......................................................................................
XXVl. Verbal Agreement or Conversation ............................................................
XXVII. Successor or Assigns ................................................................................
XXVl I I. Liquidation of Contractor ..........................................................................
XXIX. Effective Date .............................................................................................
XXX. Conflict of Interest .......................................................................................
XXXl 1 ns u rance .................................................................................................... .
XXXII. Responsible Parties ..................................................................................
XXXIII. Business License .....................................................................................
Attachment A - Software Maintenance Agreement
Attachment B - Cost Summary
Attachment C - City of Carlsbad Request for Proposal for Financial Information :
Software License and Support
Attachment D - Bi-Tech Software, Inc., Proposal to the City of Carlsbad
Attachment E - Hardware Product Description
Attachment F - Implementation Schedule
Attachment G - Payment Schedule
Attachment H - Faithful Performance Warranty Bond
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CONTRACT BETWEEN THE CITY OF CARLSBAD
FINANCIAL INFORMATION SYSTEMS SOFTWARE
LICENSE AND SUPPORT
AND BI-TECH SOFTWARE, INC., TO PROVIDE
THIS CONTRACT, made and entered into as of the& 6 day of *
19&, by and between the CITY OF CARLSBAD, a municipal corporation, herein
referred to as "City", and BI-TECH SOFTWARE, INC., hereinafter referred tc
"Contractor."
RECITALS
The City desires to replace and improve its financial information systen
acquiring open systems hardware with the necessary associated software and a
accounting software package. Through a competitive proposal process the City
selected Bi-Tech Software, Inc., as the Contractor with the software package that
fits the needs of the City, and the Contractor represents and warrants that they I
the ability and expertise to furnish, install, implement, maintain and service
software package.
NOW, THEREFORE, in consideration of these recitals and the mutual cover
contained herein, City and Contractor agree as follows:
1. DEFINITIONS
A. Documents refers to the following:
1.
for the modules as listed in Attachment B of this Contract.
2.
listed in Attachment B of this Contract.
IFAS (Interactive Fund Accounting System)/Software User Gl
Software and module Product Descriptions for the module
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3. Request for Proposals issued by the City in March 1
(Attachment C)
4.
19, 1995 (Attachment D)
Software refers to the following:
1. Bi-Tech Software- includes application modules inch
modifications and additional software as outlined in Attachment B
2.
Attachment B
3. Microfocus Software- Microfocus products as specifiec
Attachment B
Hardware refers to all Hewlett-Packard Company (HP) hardware
software products as specified in Attachment E.
Bi-Tech's Proposal for a Financial Information System dated
B.
Relational Database Software- lnformix products as specifie
C.
11. CONTRACTOR'S OBLIGATIONS
The Contractor grants to the City a nonexclusive, nontransferable, perpc
license to unlimited use of the proprietary financial information systems softwarc
listed in Attachment B, and as more fully described in its corresponding documentz
All application Software will be provided in both source and executable forms.
Contractor also will provide one (1) copy of all user and technical document
relating to the Software, which may be reproduced by the City for internal
distribution and training purposes only.
The City is hereby granted the right to use the Software according to the t
and conditions of this Contract.
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Contractor also agrees as follows:
A. To provide professional services as further described herein in accord:
with the Implementation Schedule set forth in Attachment F for the de:
configuration, delivery and installation of the Software. Contractor represents
warrants that the Software will be designed, configured, and installed in such a ma
as to provide bookkeeping and financial information capabilities as specified in
Contract .
B. At the times and places mutually agreed upon by the parties, the Contr:
shall provide training and consulting services to City personnel and shall furnis
training materials necessary to accomplish the training of City personnel in the UI
the Software.
C. Contractor agrees to provide Systems Integration Support for the install:
and implementation of the Software through Phase I as defined in Attachment F.
software and hardware covered under this task include all products being purchase
the City from Bi-Tech as set forth in Attachment B and from Hewlett-Packard a:
forth in Attachment E. Contractor shall assume this task from the effective date 01
Contract until the successful completion of the performance/stress tests for the Ph:
modules as defined in Attachment F. The responsibilities assumed by Contr:
include:
1. Contractor will be solely responsible for coordinating the installatic
hardware and software on City's site, and will ensure the availability of hardware
software personnel required to complete the installation within the projected time fi
as specified in this Contract.
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2. Contractor will insure that the Software performs according to
specifications within the Documents.
3. Contractor will be the sole source of contact for all Hardware
Software installation and operation issues through Phase I of this Contract as show
the Implementation Schedule (Attachment F).
4. Contractor will troubleshoot any deficiencies, problems or conflict
the operation of the Hardware and Software to identify the source of the issue and
take whatever actions are necessary to resolve the deficiency, problem or conflict I
written approval by the City. Bi-Tech, Microfocus and lnformix Software deficier
will be remedied by the Contractor at their expense. Hardware and operating sysl
software deficiencies will be remedied by the Contractor at HP’s expense if covere
the warranty or at the City’s expense if not covered by the warranty.
City will pay Contractor $7,000 as compensation for its duties and responsibi
in its role of Systems Integrator as further documented in Attachment B.
111. LIQUIDATED DAMAGES
If the Contractor fails to deliver the software and services according to
Implementation Schedule set forth in Attachment F or as modified by mutual agreer
according to Section V of this Contract, the City will provide written notification of
failure to the Contractor. The Contractor will then have 10 business days to cure
failure to the City’s satisfaction. If the Contractor does not cure the failure, a pena
$100 per day will be imposed upon the Contractor and subtracted from any am(
then due and payable or, if no amounts are due and payable then, paid bl
Contractor to the City within sixty (60) business days.
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IV. CITY OBLIGATIONS
The City shall have the responsibilities as set forth below:
A. The City agrees to use the Software licensed under this Contract solely fc
own use on the City's computer system, provided that any Software delivered b]
Contractor in machine readable form may be copied (text only) in whole or in pa
printed or machine readable form, solely for the City's own use for back-up and arc
purposes. Accompanying documentation and user guides may be reproducec
internal use, distribution and training purposes only.
B. The City acknowledges that no title to or ownership of the Software or any (
parts is transferred to the City and the City's right to use the Software shall at all ti
be subject to the restrictions set forth in this Contract.
C. The City acknowledges that the Software, including modifications made bl
Contractor, constitutes valuable property and a trade secret of the Contractor and
all marketing rights to the system and all modifications made by the Contractor rei
the Contractor's property, whether or not any portion is or may be validly copywrit
City, within its control and capacity, agrees to hold all of the Software and re1
documentation in strictest confidence, agrees not to use them except in
performance of this Agreement, and agrees to release them only to emplo
requiring the Software and related documentation and not to release or disclose 1
to any other party.
D. The City agrees to commit the City personnel necessary to facilitate
implementation; however, any delay in the City's completion of tasks shall nc
considered a breach of this Contract or a basis for added cost for Contractor. Delag
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the part of the City due to non-completion of tasks shall not invoke liquidated dam:
as provided herein.
E. City agrees to provide work space and training room for Contractor to petfort
obligations under this Contract.
V. PROGRESS AND COMPLETION
The work under this contract will begin within ten (I 0) business days after recei
notification to proceed by the City and be completed according to the Implement;
Schedule (Attachment F). Extensions of time may be granted if requested by
Contractor and agreed to in writing by either of the City's Project Directors. The C
Project Directors will give allowance for: (1) documented and substanti
unforeseeable and unavoidable delays not caused by a lack of foresight on the pz
the Contractor; and (2) delays caused by City inaction or other agencies' lack of til
action.
VI. FEES TO BE PAID TO CONTRACTOR
The total fees payable for the software and services to be performed shall b
identified in Attachment B. No other compensation for services will be allowed ex
those items covered by supplemental Contracts per Section XV of this Coni
"Changes in Work."
The modules identified as Price Protected in Attachment B in the amount of $29
are listed in this Contract to guarantee the price of the modules as agreed upon by
and Contractor. These prices are not included in the payment schedule as definr
Attachment G. The option to purchase these modules at the stated price
Attachment B can be exercised by the City until December 31, 1998.
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The City shall be responsible for the payment to the Contractor of any Fed
State, local, municipal and/or provincial sales and use taxes or excise taxes that ai
may be imposed on the transactions provided for in this license Contract.
The City will reimburse Contractor for air fares (coach or economy). Automc
rental (midsize or smaller), lodging (single occupancy accommodations), meals,
other reasonable living expenses incurred by the Contractor personnel dl
implementation, accounting and training assistance will be reimbursed up I
maximum of $160 per person per day (excluding airfare). If the Contractor's
vehicles are used, the City will reimburse $0.30 per mile. Total reimbursement!
travel and living expenses during Phases I and II shall not exceed $25,000, inch
airfare.
VII. PAYMENT SCHEDULE
The fees as referenced in the prior section are to be paid as outlined in
Payment Schedule (Attachment G).
VIII. DURATION OF CONTRACT
This Contract shall commence upon issuance of the Notice to Proceed by the
The Contract shall terminate on December 31, 1998, unless terminated as prov
herein. In accordance with Section II of this Contract, the Contract is renew
annually by mutual agreement, to be documented in writing.
IX. ACCEPTANCE TESTING STANDARDS
The following are various acceptance tests that will be performed during the sy
implementation. The timing of these tests is outlined in the Implementation Schc
(Attachment F).
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A. Installation Acceptance Testing
1. Following delivery and installation of the Hardware and Software on
applicable system at City’s site, Contractor shall certify in writing to City that tk
systems are ready for Installation Acceptance Testing. The City agrees to b
acceptance testing no later than ten (IO) business days from certification. ’
Contractor’s assistance, at the rates set forth in Section X of this Contract, City s
within sixty (60) business days after receipt of such certification, operate these syst
and complete testing to determine whether:
a. The Hardware and relational database software meet the specificai
and perform the functions set forth in the RFP Responses or as may be modifiel
agreement in writing between the parties.
b. The Hardware can be successfully accessed from various workstai
through a local LAN connection and that all associated hardware components (Le.,
backup unit, console monitor, etc.) are in proper working order.
c. The relational database is capable of running on a repetitive basis
variety of City’s test and actual data, without fail.
d. All Bi-Tech application software modules can be successfully accei
and work properly in conjunction with the relational database software and hard\
operating system. This acceptance testing of the application software is strictly fo
initial installation and not for the functionality of the software modules in accord;
with the Contractor’s response to the City’s Request For Proposal.
e. The documentation for the Hardware, relational database software
Bi-Tech software applications meet the requirements of the Contract.
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2. If the Hardware and Software successfully meet these Acceptance Te
City shall so notify the Contractor in writing within ten (IO) business days i
completion of the tests that the initial installation of the Hardware and Softwarr
accepted. If the City does not notify the Contractor in writing within the time frz
provided above, the initial test shall be deemed accepted.
3. If the Hardware and Software fail to meet any or all of the above-speci
Acceptance Tests, City shall notify Contractor of such failure in writing within ten
business days and Contractor shall have ten (IO) business days after receipt of s
notice in which to correct, modify, or improve these systems to cause them to r
each such Acceptance Test. Thereafter, City shall have thirty (30) additional busir
days in which to re-conduct all of the Acceptance Tests specified above. This pro1
may be repeated until these systems are deemed to be accepted. However, if
three (3) iterations of this process by the Contractor, the Contractor has not corre
the failure, City shall have the right and option to declare Contractor to be in dek
Such declaration of default shall be provided to the Contractor in writing.
B. Bi-Tech Software Acceptance Testing
1. The City shall conduct acceptance testing of each software modulc
referenced in the Implementation Schedule (Attachment F). The City shall test mut
agreed upon criteria and determine in its sole opinion whether:
a. Bi-Tech Software meets the specifications and performs the func
as set forth in Documents listed in Section I of this Contract or as modifiel
agreement in writing between parties.
b. Bi-Tech Software is capable of running on a repetitive basis
variety of City's actual converted and entered data, without fail; and
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c. The documentation for Bi-Tech Software meets the requiremeni
the Contract.
2. If Bi-Tech Software successfully meets the Acceptance Tests, City sha
notify Contractor in writing within ten (IO) business days of completion of
acceptance tests that Bi-Tech Software is accepted. If the City does not notify
Contractor in writing within the time frame provided above, the initial test shal
deemed accepted.
3. If Bi-Tech Software fails to meet any or all of the above-spec
Acceptance Tests, City shall notify Contractor of such failure in writing and Contr:
shall have ten (IO) business days after receipt of such notice in which to cor
modify, or improve Bi-Tech Software to cause it to meet each such Acceptance -
Thereafter, City shall have thirty (30) additional business days in which to re-condul
of the Acceptance Tests specified above. This process may be repeated until Bi--
Software is deemed to be accepted. However, if after three (3) iterations of
process by the Contractor, the Contractor has not corrected the failure, City shall I
the right and option to declare Contractor to be in default. Such declaration of de
shall be in writing to the Contractor.
C. Bi-Tech Software Modifications Acceptance Testing
1. Final acceptance of any modifications which are to be made to the Bi-'
Software shall be when the City has approved of all data entry screen formats
when the City has approved of all printed and terminal output formats and wher
City has approved of all functional Software modifications and when the Contractoi
demonstrated to the City's own satisfaction that the software modifications succesi
conform to the functional specifications.
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2. If the modification(s) successfully meets the Acceptance Test, City sha
notify Contractor in writing within ten (IO) business days of completion of
acceptance test that the modification(s) is accepted. If the City does not notify
Contractor in writing within the time frame provided above, the initial test shal
deemed accepted.
3. If the modification(s) fail to meet any or all of the above-spec
Acceptance Tests, City shall notify Contractor of such failure in writing and Contr:
shall have ten (IO) business days after receipt of such notice in which to correc
improve the modification(s) to cause it to meet each such Acceptance Test. There:
City shall have thirty (30) additional business days in which to re-conduct all oi
Acceptance Tests specified above. This process may be repeated until
modification(s) is deemed to be accepted. However, if after three (3) iterations 01
process by the Contractor, the Contractor has not corrected the failure, City shall I
the right and option to declare Contractor to be in default. Such declaration of de
shall be provided to the Contractor in writing.
D. System Petformance/Stress Acceptance Testinq
1. City shall provide and Contractor will assist City in arriving at a mut
agreeable Stress Test Plan for the System prior to completion of the Sofb
Acceptance Testing for the Phase I modules as further described in Section IX. I
this Contract. The Stress Test Plan will test the Software and Hardware configurl
but will not cross the City's network and will represent a typical mix of (
transactions.
2. Within forty-five (45) business days of the successful completion of eac
the Software Acceptance Tests for the Phase I and Phase II modules, the Contrl
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will assist the City in performing such performance/stress tests on the system as
be necessary to satisfy the Stress Test Plan.
3. The City will pay Contractor on an hourly basis for its participation in
performance/stress tests as defined in the Stress Test Plan at the contracted rate
specified in Section X of this Contract. Contractor shall be responsible for diagno
and implementing remedies to correct any performance deficiencies noted in
performance stress test. Software deficiencies shall be remedied at Contrac
expense. Hardware deficiencies will be remedied by the Vendor at either HP’s expc
if covered by the warranty or the City’s expense if not covered by the warranty.
4. If deficiencies are noted in the initial performance/stress tests, Contract0
assist the City in all subsequent re-testing after deficiencies have been corrected.
assistance provided by the Contractor in all subsequent re-testing of the system 1
be at the Contractor’s expense, including travel and living expenses.
E. Final Svstem Acceptance
Within forty-five (45) business days of acceptance of all soh
performance/stress and modification tests for all Phase I and Phase II modules, the
will complete a final review of Contractor’s compliance with the terms and conditio1
this Contract. City shall provide Contractor written notice of completion or rejei
following the review. In the event that the Contractor is not in compliance, Contri
will have twenty (20) business days following Contractor’s receipt of notice to curc
deficiency. If the Contractor fails to comply within twenty (20) business days, the
may terminate this Contract and be entitled to a full refund of any portion oi
Purchase Price previously paid by the City.
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X. TIME AND PLACE OF DELIVERY: INSTALLATION AND TRAINING
The Contractor shall deliver the Software, and the City shall accept :
delivery, at the City's address set forth below on mutually agreed upon delivery da
The Contractor will provide installation of the Software and training of the C
personnel. The City will pay a total of $35,603 for these services which may be uti1
at the following rates:
Resource Rate per Day
Accountant/Programmer/Analyst $560.00
Trainer $312.50
These days may be used at any time, with no time limit.
If the City desires additional Accountant, Trainer and/or Programmer (
beyond those listed above, the charge will be based on a rate mutually agreed up0
both parties.
XI. PERFORMANCE BOND
As security for vendor performance under this Contract, the Contractor
furnish a surety bond (Attachment H) executed on the form bound herein by a si
company duly authorized to do business in California in an amount at least equal to
hundred percent (100%) of the contract price for Bi-Tech Software and related sen
totaling $31 5,553.
The Bond will be furnished to the City within twenty (20) business days fron
date of award of the contract by the City Council.
XII. WARRANTY AND LIMITATION OF LIABILITY
The Contractor warrants that the Software will be free from any known errors
will operate as described in its accompanying reference manuals and documental
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The Warranty Period is defined as 365 days after the initial installation of the Sok
The Contractor will, at its expense, correct any errors in the Software attributable s(
to the Contractor or their assigned or subcontracted parties. The Contractor shal
relieved of any and all obligations with respect to this warranty for those parts of
Software that are revised, changed, modified, or maintained by anyone other than
Contractor. The City may modify the licensed Software, but the Contractor shall nc
responsible for compatibility of such modified Software with equipment, other progr;
future program releases or test and verification routines. Upon notification to
Contractor by the City of any City modifications to Software, the Contractor will us
Client Update Tape Interface Process (CUTIP) system to keep track of all City mod
modules.
The Contractor warrants that the Software will meet all functional and tech1
specifications as set forth in the Documents.
XIII. OTHER DOCUMENTS
The following documents and the Contracts of the City and the Contractor
representations and warranties of the Contractor contained therein are he
incorporated into this Contract by reference and/or attachment:
1. Software Maintenance Agreement (Attachment A).
2. IFAS/Software User Guides for the modules as listed in Attachment B 01
Contract.
3. Software and module Product Descriptions for the modules as liste
Attachment B of this Contract.
4. Request for Proposals issued by the City in March, 1995 (Attachment C).
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5. Bi-Tech's Proposal for a Financial Information System dated May 19, 1
(Attachment D).
6. Hardware Product Description (Attachment E).
7. Implementation Schedule (Attachment F).
8. Payment Schedule (Attachment G).
9. Faithful Performance Bond (Attachment H).
XIV. GOVERNING LAW
This Contract will be governed by and construed in accordance with the law
the State of California.
XV. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor 01
City, and informal consultations with the other party indicate that a change in
conditions of the contract is warranted, the Contractor or the City may request a chz
in contract. Such changes shall be processed by the City in the following manne
letter outlining the required changes shall be forwarded to the City by Contractc
inform them of the proposed changes along with a statement of estimated changt
charges or time schedule. A Standard Amendment to Contract shall be prepare
the City and approved by the City according to the procedures described in Carl!
Municipal Code Section 3.28.172. Such Amendment to Contract shall not re
ineffective or invalidate unaffected portions of the Contract.
XVI. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained
company or person, other than a bona fide employee working for the Contractc
solicit or secure this Contract, and that Contractor has not paid or agreed to pay
04/04/96
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company or person, other than a bona fide employee, any fee, commiss
percentage, brokerage fee, gift, or any other consideration contingent upon, or resul
from, the award or making of this Contract. For breach or violation of this Warranty,
City shall have the right to annul this Contract without liability, or, in its discretior
deduct from the Contract price or consideration, or otherwise recover, the full amour
such fee, commission, percentage, brokerage fees, gift, or contingent fee.
XV I I. N ON DISC RI M I N AT1 0 N C LAU S E
The Contractor shall comply with the state and federal laws regarc
nondiscrimination.
XVIII. TERMINATION OF CONTRACT
In the event of the Contractor's failure to prosecute, deliver, or perform the \
as provided for in this contract, the City may terminate this contract for nonperform:
by notifying the Contractor by certified mail of the termination of the Contractor anc
reasons for such termination. Within twenty (20) business days of such notification
Contractor agrees to refund to the City the amount of the license fees for all so%
and modifications, prepaid maintenance fees, training and consulting fees, and c
related charges as listed in Attachment B, and any travel and living expenses pail
the City. The City agrees to return to the Contractor all unacceptable licensed soft
programs, related documentation, and copies of such programs and documentatic
the forms provided by the Contractor or as modified by the Contractor and to mak
further use thereof. City agrees to execute Contractor documents certifying that the
does not possess any work product of the Contractor.
If the City determines, within 180 days after the City issues the Notificatic
Proceed, in its sole discretion that the working relationship with Bi-Tech, or
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Software, is unsatisfactory for any reason, this Contract may be terminated by the
upon tendering sixty (60) business days written notice to the Contractor. In the eve1
such termination, upon request of the City, the Contractor shall assemble the \
product and put same in order for proper filing and closing and deliver said produl
City. In the event of termination, the Contractor shall be paid for work performed tc
termination date, including payment for: (i) all reasonable travel and living exper
incurred prior to notice of termination; (ii) agreed upon applicable rates per person
for Contractor staff time at the City’s location prior to notice of termination; and (iii)
cost of all modifications completed and accepted prior to notice of termination. In
event of termination, the City shall return all software for those modules
implemented. The City shall make the final determination as to the portions of t;
completed and the compensation to be made.
No delay or failure of either party to exercise any right or remedy will operai
a waiver thereof.
XIX. DISPUTES
If a dispute should arise regarding the performance of work under this Con1
the following procedure shall be used to resolve any question of fact or interpret,
not otherwise settled by agreement between parties. Such questions, if they bec
identified as a part of a dispute among persons operating under the provisions oi
contract, shall be reduced to writing by the principal of the Contractor or either o
City Project Directors. A copy of such documented dispute shall be forwarded to
parties involved along with recommended methods of resolution which would k
benefit to both parties. Either of the City Project Directors or principal receivin:
letter shall reply to the letter along with a recommended method of resolution withii
04/04/96
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(IO) business days. If the resolution thus obtained is unsatisfactory to the aggrie
party, a letter outlining the dispute shall be forwarded to the City Council fo
resolution through the Office of the City Manager. The City Council may then oy
consider the directed solution to the problem. In such cases, the action of the
Council shall be binding upon the parties involved, although nothing in this procec
shall prohibit the parties seeking remedies available to them at law.
XX. CLAIMS AND LAWSUITS
The Contractor shall agree that any contract claim submitted to the City mu:
asserted as part of the contract process as set forth in this Contract and nc
anticipation of litigation or in conjunction with litigation. The Contractor acknowlec
that if a false claim is submitted to the City, it may be considered fraud and
Contractor may be subject to criminal prosecution. The Contractor acknowledges
California Government Code sections 12650 et sea., the False Claims Act, provide
civil penalties where a person knowingly submits a false claim to a public entity. Tt
provisions include false claims made with deliberate ignorance of the false inform:
or in reckless disregard of the truth or falsity of information. If the City of Carlsbad sc
to recover penalties pursuant to the False Claims Act, it is entitled to recove
litigation costs, including attorney's fees.
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by referei
- (Initial)
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XXI. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein in Contractor's
way as an independent contractor and in pursuit of Contractor's independent cal
and not as an employee of the City. Contractor shall be under control of the City
as to the result to be accomplished, but shall consult with the City as provided for ir
request for proposal. The persons used by the Contractor to provide services under
Contract shall not be considered employees of the City for any purposes whatsoeve
The Contractor is an independent Contractor of the City. The payment mac
the Contractor pursuant to the contract shall be the full and complete compensatic
which the Contractor is entitled. The City shall not make any federal or state
withholdings on behalf of the Contractor or hidher employees or sub-contractors.
City shall not be required to pay any workers' compensation insurance
unemployment contributions on behalf of the Contractor or hidher employees or
contractors. The Contractor agrees to indemnify the City within thirty (30) busii
days for any tax, retirement contribution, social security, overtime payrr
unemployment payment or workers' compensation payment which the City ma!
required to make on behalf of the Contractor or any employee or sub-contractor o
Contractor for work done under this Contract or such indemnification amount ma
deducted by the City from any balance owing to the Contractor.
The Contractor shall be aware of the requirements of the Immigration Re
and Control Act of 1986 and shall comply with those requirements, including, bu
limited to, verifying the eligibility for employment of all agents, employees,
contractors and consultants that are included in this Contract.
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XXII. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the City of Carlsbad anc
officers, officials, employees and volunteers from and against all claims, dama!
losses and expenses including attorney fees arising out of the performance of the VI
described herein caused in whole or in part by any willful misconduct, or negligent
or omission of the contractor, any subcontractor, anyone directly or indirectly emplo
by any of them or anyone for whose acts any of them may be liable, except wt-
caused by the active negligence, sole negligence, or willful misconduct of the Cit
Carlsbad.
Contractor shall at his own expense, upon written request by the City, de
any such suit or action brought against the City, its officers, officials, employees
volunteers arising out of the performance of this Contract. Contractor's indemnific;
of City shall not be limited by any prior or subsequent declaration by the contractor.
Furthermore, the Contractor agrees to indemnify and hold the City harmless 1
all demands, claims, liability or damages to third parties and all expenses incurrec
the City due to any such claims and demands including reasonable attorney's f
whether or not legal action is filed, based on any alleged infringement or unauthor
uses of any third party patent, trade secret, copyright or other proprietary right
result of the use of the Software under the terms and conditions of this Coni
provided the Contractor is promptly notified in writing of any such claim against the
and further provided that the City permits the Contractor to defend each such clai
to procure license, without additional charge to the City, to use the Software. Ir
event that the City's use of the Software is likely to be enjoined as a result of SL
claim of infringement or unauthorized use, the Contractor shall, at its option: (i) m
04/04/96
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0 *
the Software to render it non-infringing without adversely affecting its functionality
provide the City the rights necessary to continue use of the Software; or (iii) refund
City the Software amount paid by the City and any and all associated costs.
XXIII. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any mol
due thereunder without the prior written consent of the City.
XXIV. SUBCONTRACTING
The Contractor shall not subcontract any of the work to be performed under
contract by the Contractor without prior written consent of the City. If the Contr;
should subcontract any of the work with prior written consent, the Contractor sha
fully responsible to the City for the acts and omissions of Contractor's sub-contr;
and of the persons either directly or indirectly employed by the sub-contractor
Contractor is for the acts and omissions of persons directly employed by Contrac
Nothing contained in this contract shall create any contractual relationship between
sub-contractor of Contractor and the City. The Contractor shall bind every
contractor and every sub-contractor of a sub-contractor by the terms of this con
applicable to Contractor's work unless specifically noted to the contrary in
subcontract in question approved in writing by the City.
XXV. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the C
negotiate] make, accept, or approve, or take part in negotiating, making, acceptin
approving of this Contract] shall become directly or indirectly interested persona
this contract or in any part thereof. No officer or employee of the City who is autho
in such capacity and on behalf of the City to exercise any executive, supervisor
04/03/!
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similar functions in connection with the performance of this contract shall becc
directly or indirectly interested personally in this contract or any part thereof.
XXVI. VERBAL AGREEMENT OR CONVERSATION
Both the City and Contractor agree that this Contract constitutes the el
contract by and between them. Any oral or written documents between the pa
which are inconsistent with the terms of this Contract or are in addition to the tern-
this Contract are superseded by this document and are of no further validity or forc
effect. Amendments to this Contract may only be made in writing and by a docur
specifically indicating that it is intended to be an amendment to this Contract.
XXVII. SUCCESSORS OR ASSIGNS
Subject to the provisions of Section XXII, "Hold Harmless Agreement," all te
conditions, and provisions hereof shall inure to and shall bind each of the pa
hereto, and each of their respective heirs, executors, administrators, successors,
assigns.
XXVIII. LIQUIDATION OF CONTRACTOR
In the event that the Consultant (or a surviving company in the event of me
or sale of Bi-Tech) is liquidated, dissolved, or ceases to carry on business on a re!
basis, the City will have a perpetual, irrevocable, nonexclusive, license, title and rig
ownership to the Software (inclusive of source code and all other documenta
subject to the City agreement that it will not, at any time, market the Software.
XXIX. EFFECTIVE DATE
This Contract shall be effective on and from the day and year first written ab(
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XXX. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform Act and
City's conflict of interest code, that the Contractor will not be required to file a conflic
interest statement as a requirement of this Contract. However, Contractor her
acknowledges that Contractor has the legal responsibility for complying with
Political Reform Act and nothing in this Contract releases Contractor from
responsibility.
XXXl. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract and
and all amendments insurance against claims for injuries to persons or damag
property which may arise out of or in connection with performance of the \
hereunder by the Contractor, his agents, representatives, employees or
contractors. Said insurance shall be obtained from an insurance carrier admitted
authorized to do business in the State of California. The insurance carrier is require
have a current Best's Key Rating of not less than "A-:VI and shall meet the City's p'
for insurance as stated in Resolution No. 91-403.
A. Coverage and Limits.
Contractor shall maintain the types of coverage and minimum I
indicated herein, unless a lower amount is approved by the City Attorney or
Manager:
1. Comprehensive General Liability Insurance. $1,000,000 comt
single-limit per occurrence for bodily injury, personal injury and property damage. I
submitted policies contain aggregate limits, general aggregate limits shall i
separately to the work under this contract or the general aggregate shall be twict
04/04/96
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e 0
required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved
Contractor's work for the City). $1,000,000 combined single-limit per accident for bc
injury and property damage.
3. Workers' Compensation and Employer's Liability. Work
Compensation limits as required by the Labor Code of the State of California
Employer's Liability limits of $1,000,000 per accident for bodily injury.
4. Professional Liability. Errors and omissions liability appropriate to
Contractor's profession, with limits of not less than $1,000,000 per claim. Cove!
shall be maintained for a period of five years following the date of completion of
work.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under
Contract contain, or are endorsed to contain, the following provisions.
I. The City shall be named as an additional insured on all poll
excluding Workers' Compensation and Professional Liability.
2. The Contractor shall furnish certificates of insurance to the City be
commencement of work and endorsements for additional insured and cancell
provisions.
3. The Contractor shall obtain occurrence coverage, excli
Professional Liability which shall be written as claims-made coverage.
4. This insurance shall be in force during the life of the Contract anc
extension thereof and shall not be canceled without (thirty) 30 days prior written n
to the City sent by certified mail.
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5. If the Contractor fails to maintain any of the insurance cover,
required herein, then the City shall provide ten (IO) business days written notice 8
which the City will have the option to declare the Contractor in breach, or may purch
replacement insurance or pay the premiums that are due on existing policies in 01
that the required coverage may be maintained. The Contractor is responsible for
payments made by the City to obtain or maintain such insurance, and the City r
collect the same from the Contractor or deduct the amount paid from any sums due
Contractor under this Contract.
XXXl I. RES PON S I B LE PARTIES
The name of the persons who are authorized to give written notices or to rec
written notice on behalf of the City and on behalf of the Contractor in connection
the foregoing are as follows:
For City: Title Proiect Directors
Name
Address 1200 Carlsbad Villaqe Drive
Lee Rautenkranz or Lisa Hildabranc
Carlsbad, CA 92008
For Contractor: Title \1I,LC ?zanw 6(L GIuWG
Name -iszUCE 6. hdG%rnd
Address (O-+Z mtzom 37-
cf-hq C& 4933
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XXXIII. BUSINESS LICENSE
Contractor shall obtain and maintain a Crty of Carlsbad Business License for
duration of the contract.
Executed by Contractor this /4 '' day of /?AT, / ,193
CONTRACTOR: CITY:
BI-TECH SOFTWARE, INC.
ATTEST: .Ou4;yh
BRUCE E. LA GSTON
Secretary KAREN R. KUNDTZ, Assistant C:
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or Vice-President and Secretary or Assistant Secretary must sign for corporations. If only
officer signs. the corporation must attach a resolution certified by the Secretary or Assistant Sew€
under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
BY
Deputy City Attorney
04/03/96
26
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT - OPTIONAL
CAPACITY CLAIM
Though statute does not
fill in the data below, d
invaluable to persons relyi
[7 CORPORATE OF
,
TITLE
personally appeared
of satisfactory evidence
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by hislheritheir
PARTNER(S) c
0 ATToRNEY-’N-F’
[7 TRUSTEEW
0 GUARD~AN/CON
OTHER
to be the person(s) whose name(s) is/are C
cuted the instrument.
SIGNER IS REPRE
NAME OF PERSON(S) OR El
0 PTI 0 N AL S ECTlO N
THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
SIGNER(S) OTHER THAN NAMED ABOVE
b THE DOCUMENT DESCRIBED AT RIGHT $ $9 DATE OF DOCUMENT
01993 NATIONAL NOTARY ASSOCIATION - 8236 Remmet Ave , P 0 Box 7184 - Car
CAPACITY CLAIM1
Though statute does not
fill in the data below, d
invaluable to persons rely!
0 CORPORATE OF
TITLE
personally appeared
to be the person(s) whose name(s) is/are
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
0 TRUSTEEP)
0 GU~~~~AN~CO~: 0 OTHER.
SIGNER IS REPRE
NAME OF PERSON(S) OR El
NTV QF 0UTTE
OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO
THE DOCUMENT DESCRIBED AT RIGHT: TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES DATE OF DOCUMENT
01993 NATIONAL NOTARY ASSOCIATION * 8236 Rernrnet Ave , P 0 Box 7184 - Can
0 0
ATTACHMENT A
SOFTWARE MAINTENANCE AGREEMENT
1. STANDARD MAINTENANCE
Other than third party products, the Contractor agrees to provide the City wi
one (1) year Warranty for the Software described in and licensed by this Contr
commencing with Contractor's certification to the City of the readiness of the So&
for Installation Acceptance Testing as set forth in Section IX of this Contract. :
Warranty is provided to the City at no charge.
Upon the first annual renewal date after final acceptance of the software, the
shall have the option of purchasing the Contractor's maintenance coverage for a PE
of one (I) year and renewable annually unless terminated by the City, pursuant tc
terms set forth herein.
As long as the City is paying for maintenance with respect to the Software UI
the terms set forth herein, the Contractor shall provide to the City at no additional
(and, to the extent applicable, install or give adequate instructions for the installatic
magnetic image program updates and additions) the following goods and services:
A. All user guide updates created by the Contractor which relate to the Software
B. All program updates and additions for use with the Software which
developed by the Contractor, provided, however, that no such program updal
addition shall materially impair the functionality or performance characteristics o
Software. Documentation updates which relate to particular program updates
additions will be included in magnetic image with the Software mailing; hard
documentation will normally follow immediately after delivery of the Software upc
and additions.
04/04/96
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C. Phone-in consultation services in which the City may request and receive ve
information regarding the use of the Software. Normal response to client-initi:
requests for information will be within four (4) hours. These services shall be avail;
during the hours of 5:OO a.m. to 500 p.m., Pacific Standard Time, on standard busir
days. The City agrees to attempt to locate information in provided user documenta
prior to use of phone-in consultation service.
D. Phone-in consultation services will also be available on a 24-hour basis
needed. Fees for such services delivered during times other than those stated at
shall be at a rate negotiated by the parties and will be in addition to the costs state
Section II below.
1. As the Contractor provides updates to its Software, remote support ma
required via telecommunications. The City agrees to install and maintain, for
duration of this Contract, a 14.4 (minimum) BPS modem.
2. All program changes deemed necessary by the City (including any pros
updates and additions) to make the software perform as described in the user gui
provided, however, that no user guide update shall be effective to delete or redu
functional specification without the City's consent.
Maintenance services shall be provided with sufficient promptness in an effc
avoid down-time. Any modifications not made by the Contractor, and the results ca
thereby to the Software shall be the sole responsibility of the City.
For the term of this Software Maintenance Agreement, the Contractor shall prc
the City, on a timely basis, with updates necessary for the System to contini
accomplish its principal computing functions and with updates reflecting improven
made to the Software by the Contractor. If the City notifies the Contractor tt
04/04/96
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suspects an error in the program logic or documentation of the Software, the Contra
shall, as part of such support, use its best efforts to confirm the existence of the E
and correct it.
The Contractor shall provide the City with such modifications to the Softwan
the City may reasonably require to maintain the compatibility of the Software with I
releases or updates of the HP Unix operating system. Said modifications shall
provided as part of the Software Maintenance Agreement at no additional cost.
The City will have the option, at the end of the first year Warranty under
Contract, to extend such maintenance from year to year. Should the City not exet
the option to extend maintenance beyond the first year of maintenance under
Contract, the City retains the right to purchase at cost from the Contractor any fL
releases and/or enhancements to the Software, including modifications to the Sofh
to maintain its compatibility with new releases of the operating system.
The City accepts responsibility to remain current with maintenance on all thi
products that are required for use with IFAS.
II. HASSLE FREE SUPPORT
As long as City is paying for Standard Maintenance under the terms and cc
stated in Section I and Ill of this Attachment A, City shall have the option to F
Hassle Free Support (HFS) as further defined herein. Under HFS, Contractor shal
to the City the following goods and services:
A. Automatic updates for identified software corrections and general IFAS
enhancements on a routine and regular basis.
B. Updates, including all documentation, shall be transmitted via
telecommunications transmission under the terms and conditions set forth in the :
04/04/96
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Maintenance Agreement.
C. A locally accessible log of all Bi-Tech activity performed to effect the
update shall be available immediately upon completion of the HFS process.
Licensee agrees to provide direct access of the licensed IFAS system to Bi-1
purposes of performing all update activities via remote telecommunications transmis
modem with a minimum speed of 14,400 BPS must be provided by the licensee for
updates. Access to the system by Bi-Tech shall conform to the procedures as iden.
the City. The licensee shall inform Bi-Tech in writing no less than thirty (30) busine
prior to any changes in the HFS log-on procedures or as mutually agreed upon. If
is instructed to provide HFS Maintenance to any directory/account other than the
‘Production’ directory/account, it shall be the responsibility of the client to upc
’Production’ directory/account prior to the next scheduled HFS update.
The licensee shall have the option, at the end of the first year of HFS Main
under this Agreement, to extend such maintenance on a year to year basis.
Should the Licensee not exercise the option to extend HFS Maintenance be)
first year of maintenance under this Agreement and continue standard maintenanc
the Software Maintenance Agreement, the Licensee retains the right to obtain any :
corrections, future releases, and/or enhancements, including modifications to the :
to maintain its compatibility with new releases of the operating system through
standard method of update supported by Bi-Tech.
111. CHARGES
The charges for the City’s maintenance coverage shall be based on a rate of 12
undiscounted price of the Software as set forth in Attachment B. In addition, the 1
opt to purchase “Hassle Free Support” as further described above for an addition;
04/04/96
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fee of $1,550 per year.
All maintenance charges are subject to annual increases provided that such in1
cannot be accessed during the term of such extended coverage. Annual incre
maintenance coverage are limited to the increase in the previous year’s CPI foi
Wage Earners (all items) - Western Region or 2%, whichever is less.
IV. PAYMENT SCHEDULE
Payment of maintenance charges, plus applicable taxes, may be pro-rated the fi
to a date as specified by the City, and will be paid annually thereafter.
04/04/96
31
COST SUMMARY
List
Item Price Discount
SOFTWARE & IMPLEMENTATION
Bi Tech Application Modules
General Ledger 28,050 0%
NUCLEUS 8,250 0%
Accounts Payable/Encumberance 16,500 0%
Accounts Receivable/Cash Receipts 16,500 0%
Check Management 8,250 0%
Person/Entity Database 4,950 0%
AD HOC Reporting/Budget Models Incl. 0%
Click, Drag & Drill Incl. 0%
Job/Project Ledger 19,800 15%
Budget Item Detail 9,900 15%
Purchasing 15,675 15%
Payroll 26,400 15%
Human Resources 26,400 15%
Position Control 7,425 15%
Fixed Assets 9,900 15%
198,000 Sub-Total Bi Tech Application Modules
Bi Tech Modications
Benefits based on seniority 2,800 0%
Active employee no accrual 1,400 0%
Sierra Permit Interface N/C
Sub-total Bi Tech Modifications 4,200
lnformix Software
Online Dvlp. 7,500 15%
Online RT 48,375 15%
ESQUC, Dvlp 375 15%
ESQUC, RT 8,930 15%
C-ISAM, RT 3,600 15%
14GL, Dvlp 2,700 15%
14GL, RT 13,500 15%
Sub-total lnformix Software 84,980
MicroFocus Software
MF Cobol, Dvlp 1,250 20%
MF Cobol, RT-first user 250 20%
MF Cobol, RT-added users 2,300 20%
Sub-total MicroFocus Software 3,800
PI
COST SUMMARY
Item
Additional Software
TRIAD Module
GUI (5@$1 OO/station)
ODBC & I-Net Products (48@$200/station)
Sub-total Additional Software
Training and Implementation Services
Standard Training Assistance (53@$625/day)
additional imp. assistance, data conversion.
Consulting (34@$700/day) - Includes consulting,
Additional Consulting Days (Triad, GUI & ODBC) (6@$700/day)
Sub-total Training and Implementation Services
Bi Tech System Integrator Role (Phase I Only)
GRAND TOTAL -SOFTWARE & IMPLEMENTATION
Bi Tech Application Modules - Price Protection*
Stores Inventory
Business & Animal Licenses
* Price protected until 12/31/98.
HARDWARE
Hewlett Packard Hardware & Services
Hardware - HP/9000
Software
System Support
Single Event Support
Sub-total Hewlett Packard Hardware & Services
GRAND TOTAL -SOFTWARE, IMP. & HARDWARE
List PI
Price Discount
4,125 10%
500 10%
9,600 10%
14,225
33,125 50%
23,800 20%
4,200 100%
61,125
7,000 0%
373,330
19,800 0 Yo
9,900 0%
62,894
14,742
5,132
7,920
90,688
464,018
e 0
ATTACHMENT C
CITY OF CARLSBAD REQUEST FOR PROPOSAL
FOR FINANCIAL INFORMATION SYSTEMS
SOFTWARE LICENSE AND SUPPORT
ON FILE IN THE CITY OF CARLSBAD CITY CLERK’S OFFlC
NOTE :
AGENDA BILL #13,607
(DATED 4/16/96)
ATTACH.I~C~~ IS FILED I
0 0
ATTACHMENT D
BI-TECH SOFTWARE, INC.
PROPOSAL TO
THE CITY OF CARLSBAD
ON FILE IN THE CITY OF CARLSBAD CITY CLERK’S OFFlC
-.e Number: 111
-WARE PRODUCT DESCRIPTION Quote Oat e : MAF Last Revised: 03-
PAGE
e ATTACHMENT E e-4 of Carlsbad ILI~ PALKARU
Quotation
Customer: City of Carlsbad 1200 Carlasbad Village Drive Carlsbad, CA 92008 flttn: Purchasing Department Ref: FIS RFP - 61-TECH
HP Contact: Mal Oleson Hewlett-Packard Company 1421 South Manhattan Avenue Fullerton, CR 92631
Items contained in Purchase Agreement AlM95 are subject to terms and
conditions described therein. Any items
not contained in the Purchase Agreement are subject to HP terms and conditions
of E16 930601
Net 60 days, subject to credit approval All list prices are for U.S.A end use only. All list prices are firm for 90 days.
(714) 758-5653
Terms :
FOB : Destination
Please Submit Purchase Order to:
Hewlett-Packard Company Customer Service Center 8000 Foothills Boulevard
Roseville, CR 95747
Fax No: 1-800-386-1118
(800) 386-1 117
Authorizing Signature:
Mal Oleson Sales Representative
'e Number: 11' d Acd of Carlsbad Quote Date: MAF Last Revised: 03-
SUMMARY PAGE
0 wrA PACKARD
\ Quotation
Net Price Monthly Charge Annu
Hardware: $62,894.52
Software : $1 4,742.00
System Support: $5,132.40
Single Event Support: $7,920.00
$90,688.92 $0.00
R ,e Number: 111
Quote Date: MAL Last Revised: 03-
PAGE
t.g of Carlsbad 0 KyA PACKARD
Quotation
Product Suffix Unit Item QtY Description Price
- --
Please include your END USER CONTACT NAME and PHONE NUMBER for the support
of your product(s> on your purchase order. The end user contact is the
individual HP will be contacting for
product support information.
The following structured solution, items
0100 and subiterns, is offered for sale with a defined configuration menu and solution adjustment. Changing the configuration may affect the offer.
0100 1 A32820 Delivery:8 weeks 43,250.00 Discount 22.00% -9,515.00
Net Price 33,735.00 HP9000 K210 Server w/128 MB ECC memory
4 HP-PB slots, 1 High Speed System Connect HP-HSC slot, 802.3 LAN, UPS port
SCSI F/W, 2 user HP-UX license w/TCP/IP, RRPA & NFS services, 1 year warranty.
Purchase Agreement No: AIM95 Exp: 12/31/99
1 Option OS3 3,120.00
Discount I 22.00% -686.40 Net Price 2,433.60 TEL; SameDay HW Coverage; SysSupp-lst Yr Software phone-in assist, License to use updates, HP SupportLine. Upgrades hardware warranty to Same Day, On-Site repair (outside US).
1 Option OSZ 1,039.00
Discount 22.00% -228.58
810.42 Net Price
Provides installation, configuration,
and verification of networks.
0101 1 A2995A Delivery:8 weeks 12,000.00 Discount 22.00% -2,640.00
Net Price 9,360.00
Exp: 12/31/99
120 MHz PA-RISC 7200 CPU
Purchase Agreement No: AIM95
‘,e Number: 111 a “y of Carlsbad
Quote Date: MAR Last Revised: 03-
PAGE
0 KfA PAC;KARD
Quotation
Product Suffix Unit It ern QtY Description Price - --
1 Option OD1 Delivery:8 weeks 0.00 Factory integrated
1 Option OS3 300.00
Discount 22.00% -66.00 Net Price 234.00 First Year of System Support. Hardware: Upgrades warranty to 4-hour
on-site response.
01 02 1 A3027A Delivery:4 weeks 9,600.00
Net Price 7,488.00 128 MB ECC High Density Memory Module Exp: 12/31/99 Purchase agreement No: F11M95
Factory integrated
First Year of System Support. Hardware: Upgrades warranty to 4-hour
on-site response.
4 GB FWD SCSI-2 Disk Drive
Purchase Agreement No: AlM95 Exp: 12/31/99
4 Option OD1 Delivery:4 weeks 2 , 300 .OO Discount 22 * 00% -506.00 Net Price 1,794.00
D i s count 22.00% -2 , 112.00
1 Option OD1 De1ivery:Q weeks 0.00
1 Option OS3 0.00
0103 4 A3353A Delivery:4 weeks 0.00
Factory integrated
TEL; SameDay HW Coverage; SysSupp-1st Yr Software phone-in assist, License to use
updates, HP SupportLine. Upgrades hardware warranty to Same Day, On-Site
repair (outside US).
4 Option OS3 0.00
0104 1 A3416Q Delivery:4 weeks 0.00 Quad Speed 600MB CD-ROM Drive
Purchase Agreement No: AlM95 Exp: 12/31/99
1 Option ODS Delivery:4 weeks 0.00
Complimentary CD ROM Drive
'.e Number: 111 Bh -4 of Carlsbad Quote Date: MAR Last Revised: 03-
PAGE
0 KyA PACKARD
Quotation
Product Suffix Unit Item QtY Description Price
- --
1 Option OS3 0.00 First Year of System Support.
Hardware: Upgrades warranty to 4-hour on-site response.
4GB DDS DAT Drive with data compression
to be installed inside the SPU Purchase Agreement No: AIM95 Exp: 12/31/99
1 Option ODZ Delivery:6 weeks 2,695 .OO Di s count 22.00% -592.90
01 05 1 A3183A Delivery:4 weeks 0.00
Net Price 2,102.10
1 Option OS3 0.00
Factory integration unit
TEL; SameDay HW Coverage; SysSupp-lst Yr Software phone-in assist, License to use
updates, HP SupportLine. Upgrades hardware warranty to Same Day, On-Site
repair (outside US).
0108 1 C1064GX De1ivery:TBA 539.00
-1 18.58 Discount 22.00% Net Price 420.42 System Console - Green Screen Purchase Pgreement No: AIM95 Exp: 12/31/99
U.S. - English localization
Contains United States keyboard. English
user's manual and United States power cord.
I Option ABA Delivery:b weeks 0.00
I Option OS3 0.00 First Year of System Support. Hardware: Upgrades warranty to k-hour on-site response.
01 09 1 A3187A Delivery:6 weeks 850.00
Discount 22.00% -187.00 Net Price 663.00 Rackmount kit for HP 3000/9000 K Class
Purchase Agreement No: AIM95 Exp: 12/31/99
te NumDer: -111 0 -y of Carlsbad Quote Date: MAR Last Revised: 03-
PAGE
0 wrA PACKARD
I Quoatation
Product Suffix Unit It em QtY Description Price
-- -
0110 1 A24400 Delivery:3 weeks 0.00 HP-UX 2 user license and manuals Purchase Agreement No: AIM95 Exp: 12/31 /99
HP-UX revision 10.0
1 Option APS Delivery:3 weeks 0.00
1 Option RBA Delivery:3 weeks 0.00 U.S. - English localization
1 Option OD1 Delivery:3 weeks 195.00
Discount 22.00% -42.90 Net Price 152.10
Factory integrated Software instant ignition
HP9000 Server HP-UX Licenses and Media
Media for all user levels. Licenses for 8/16/32/64 or unlimited users.
Purchase Agreement No: AIM95 Exp: 12/31/99
1 Option AGP Delivery:3 weeks 9,500.00
22.00% -2,090.00
7,410.00
0111 1 B3897A Delivery:3 weeks 0.00
Discount Net Price
64 user media specification
1 Option AJG Delivery:3 weeks 520.00
Discount 22.00% -114.40
Net Price 405.60
CD-ROM media and certificate
1 Option OSG 996.00 Discount 22.00% -219.12 Net Price 776.88
Software: phone-in assistance, license
to use updates, media 6, documentation updates, HP SupportLine access.
0112 1 B3701AA Delivery:3 weeks 0.00
Glanced+Pak Media/mnl for HP9000 Servers
MUST order license product B3700AR with every order for this media/manual
product. Purchase Agreement No: AIM95 Exp: 12/31/99
-e Number: 111; im- -3 of Carlsbad
Quote Date: MAR Last Revised: 03-1
PAGE
0 KrA PACKARD
Quotation
Product Suffix Unit
Item QtY Description Price - --
1 Option AAU Delivery:3 weeks 100.00 D is count 22.00% -22.00 Net Price 78.00 CD-ROM certificate for HP Glance+ Pak software for HP 9000, S/800. Provides a keyword to access software via CD media, and a manual. MUST order license product
B3700AA with this.
1 Option OD1 Delivery:3 weeks 0.00 Factory Integration opt. for Glance+Pak software on HP 9000 Servers. Provides
factory installation of software. MUST order license product B3700AA.
Version of Glanceplus Pak for HP 9000
Servers compatible with HP-UX 10.0. Order this for version of Glanceplus Pak
compatible with HP-UX release 10.0.
1 Option APS Delivery:3 weeks 0.00
1 Option OS3 130.00 Discount 22.00% -28.60 Net Price 101.40 First Year of System Support. Software: phone-in' assistance, license to use updates, media & documentation
updates, HP Supportline access.
MirrorDisk/UX license-to-use
provides LVM mirroring for SCSI and HP-FL disks.
Purchase Agreement No: AIM95
0113 1 B2491A Delivery:3 weeks 0.00
Exp: 12/31/99
1 Option AH0 Delivery:3 weeks 1,575.00
Net Price 1,228.50
D i s count 22.00% -346.50
System license for HP 9000 tier 1 SPUs
HP 9000 model E-, F-, G-class, KlOO and K200 Servers, as well as 807, 808,
817, 815, 822, 827, and 837
1 Option APS Delivery:3 weeks 0.00 HP-UX revsion 10.0
te Number: 111 ...y of Carlsbad
Last Revised: 03-
PAGE
0 I) Quote Date: MAR WX,A PACKARD
I Quotation
Product Suffix Unit
Item Qty Description Price - --
1 Option AAH Delivery:3 weeks 305.00 Discount 22.00% -67.10 Net Price 237.90 DDS cartridge
or HP-IB disks. software on DAT tape.
Factory integrated mirroring of SCSI and HP-FL disks. Factory IntegratedIInstant Ignition of the MirrorDisk/UX software.
Provides disk mirroring
1 Option OD1 Delivery:3 weeks 0.00
1 Option OS3 225.00 Discount 22.00% -49.50 Net Price 175.50 First Year of System Support. Software: Phone-in assistance, license to use updates, media & documentation updates, HP SupportLine access.
0200 1 F11897A Delivery:3 weeks 2,450.00 Di s count 22.00% -539.00 Net Price 1,911 .oo 1.6 meter standard 19" EIA rack
for rackmounting servers 6 peripherals.
Purchase Agreement No: AIM95 Exp: 12/31/99
U. S. - English localization
200-24OV power distribution unit PDU
comes with IEC 320 receptacles.
First Year System Support. Software phone-in assist, license to use updates, media & documentation updates,
HP SupportLine. site repair coverage.
HP-UX 10.01 Server Documentation
Purchase Agreement No: AlM95 Exp: 12/31/99
1 Option ABA Delivery:3 weeks 0.00
1 Option OS3 0.00
Same day hardware on
0300 1 B3921AA De1ivery:b weeks 0.00
'-e Number: 111
Quote Date: MAR Last Revised: 03-
PAGE
Pa PiiGid 0, my of Carlsbad
Quotation l
Product Suffix Unit Item QtY Description Price -- -
1 Option OBC De1ivery:b weeks 695.00
Discount 22.00% -1 52.90 Net Price 542.10 Manuals on CD-ROM i
1 Option OBD De1ivery:Lc weeks 75.00 D is count 22.00% -16.50 Net Price 58.50 General usage manuals
1 Option OBE De1ivery:Lc weeks 690.00
Discount 22.00% -151.80 Net Price 538.20
Systems admin manuals
1 Option OS3 105.00 Discount 22.00% -23.10 Net Price 81.90 Doc Updates.
Glance+Pak License for HP9000 Servers Glanceplus Pak bundles GlancePlus & Measureware Server Agent software. Need
to order B3701AQ for media and manual. Purchase Agreement' No: AIM95 Exp: 12/31/99
1 Option AH0 Delivery:3 weeks 2,500.00 Discount 22.00% -550.00
Net Price 1,950.00
Delivery:3 weeks 0.00 0400 1 B3700AA
License to use GlancePlusPak on a Tier 1
HP 9000 Server computer system.
1 Option OS3 200.00
Discount 22.00% -44.00 Net Price 156.00
( If ordered before FIPR 1, 1996, extended price will be $85.80 1 First Year of System Support. Software: phone-in assistance, license
to use updates, media & documentation updates, HP SupportLine access.OS2/3/6 qty must match product license qty.
e Number: Ill2 PM Pi8TiRO 0, rn J of Carlsbad Quote Date: MAR Last Revised: 03-C
PAGE Quotation
Product Suffix Unit Description Price Item QtY -- -
0500 1 A3196A Delivery:6 weeks 50.00 Di s count 22.00% -1 1.00
Net Price 39.00
5 meter AC power cord
Purchase Agreement No: AIM95 Exp : 12/31 /99
0600 1 B1901AA Delivery:4 weeks 2,000.00 Discount 22.00% -440.00 Net Price 1,560.00 Openspool Print Manager License to Use for one print manager, supporting
a maximum of 10 printers or plotters. HP HP OpenView Openspool is a flexible and powerful print management solution.
Purchase Agreement No: AlM95 Exp: 12/31/99
1 Option OS3 270.00
Discount 22 * 00% -59.40
Net Price 210.60 First Year of System Support. Software: phone-in assistance, license
to use updates, media and documentation updates. HP SupportLine access.
OS213 qty must match product license qty
0700 1 B1902RA Delivery:4 weeks 300.00 Discount 22.00% -66.00
Net Price 234.00
HP OV Openspool Node License to Use
HP Openspool LTU for one node; one
license supports a workstation or business server, configured for any HP Openspool functions, incl. management
Purchase Agreement No: AIM95 Exp: 12/31/99
1 Option OS3 35.00
Discount 22.00% -7.70
Net Price 27.30 First Year of System Support.
Software: phone-in assistance, license to use updates, media and documentation updates. HP SupportLine access.
OS2/3 qty must match product license qty
,e Number: 111:
Quote Date: MAR Last Revised: 03-1
PAGE
W"pi Pi&(AjiD 0, @Y of Carlsbad
Quotation
Product Suffix Unit Description Price Item QtY -- -
0800 1 B1905AA Delivery:4 weeks 295.00 Discount 22.00% -64.90
Net Price 230.10 Openspool Media for Series 800 (DAT/DDS)
Used as central administration system; includes also SW for HP9000 series 300/
400/700, SUN SPARCstation, IBM RS600, and local language files. Purchase Agreement No: AIM95 Exp: 12/31/99
1 Option OS3 60.00
Discount 22.00% -13.20 Net Price 46.80
First Year of System Support.
Software: phone-in assistance, license to use updates, media & documentation
updates, HP SupportLine access.
0900 1 B1906AA De1ivery:Q weeks 150.00 Discount 22.00% -33.00 Net Price 117.00
HP OpenView Openspool manual in English. English.
Purchase Agreement No: AIM95 Exp: 12/31/99
Discount 22.00% -22.00 Net Price 78.00
1 Option OS3 100.00
First Year of System Support.
Software: phone-in assistance, license to use updates, media & documentation updates, HP Supportline access.
1000 1 51434s 1,675.00
Fundamentals of UNIX System Course at HP
5 day course for system administrators, programmers at HP education center.
Introduction to HP-UX operating system and fundamentals of shell programming.
1100 1 51482s 1,995.00 HP-UX Sys Admin Series 800 Course at HP
5 day course at HP education center. Learn how to perform system administration duties on an HP9000 S800
system operating HP-UX 9.0 OS.
te Number: 111 %).Y of Carlsbad 0 Quote Date: MAR Last Revised: 03-
PAGE
&!yA PACi<iRD
Quoit at ion
Product Suffix Unit Description Price Item QtY - --
1200 17 51415A 250.00 Hourly Consulting - Specialist Rate Time and materials charge.
*+* GROSS AMOUNT: . t HE* LESS DISCOUNT:
+++ GRAND TOTAL:
( If ordered before APR 1, 1996,
For your planning purposes, the estimated (budgetary) cost for support after *warranty period (year 2) is
Year Support Cost
2 $ 10,345.00
3 $ 10,862.00 4 $ 11,405.00 5 $ 11,975.00
grand total will be $90,618.72 1
*Warranty period is one year
from date of installation. It does not represent a firm offer and is not sales discountable.
The discounts offered are available to all departments, agencies, municipali- ties and political subdivisions of the
State of California. Public education institutions are specifically excluded.
Terms and Conditions of Purchase Agree- ment Number AIM95 are the sole terms
applicable to the items quoted herein. In order to receive the price quoted,
a certification of eligibility may be required when submitting a purchase order. Please reference the Purchase
Agreement Number AlM95 and the quotation
number on your purchase order.
;e Number: 1112 &!Ea PiKiIii 0 Ell y of Carlsbad Quote Date: MFlR Last Revised: 03-(
PFlGE
\ Quotation
Product Suffix Unit Item QtY Description Price -- -
Prices quoted include prepaid HP standard transportation. Taxes, if applicable, are not included. Payment on partial shipments will be considered acceptable unless otherwise noted on
your purchase order. Please note on your order your requested delivery date. This quotation is subject to the Terms and Conditions of Hewlett-Packard's Exh.
E16 or buyer's purchase agreement.
Please reference Hewlett-Packard's quote
number, purchase agreement (if applic- able) and item sequence on any resulting purchase order. Please contact your HP Sales Representative for technical questions.
This quotation is provided to expedite
customer ordering. Please reference the
quotation number when placing an order.
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PAYMENT SCHEDULE ..
Bi Tech Hewlett-P:
% of Cumulative % of Cumulativ
Milestone/Payment Item Total $ YO $ Total YO
1. Contract Signing
Bi Tech Application Modules 20 20 36,135
Additional Software 20 20 2,561
HP Hardware
Informix and Microfocus Software 20 20 15,055
Bi 'Tech Training and Implementation Services 20 20 7,121
Bi 'Tech System Integrator Role - Phase I 20 20 1,400
Su b-total 62,271
2. Upon Acceptance of the HP Hardware, lnformix
and Bi Tech Initial Installation(1)
Bi Tech Application Modules 30 50 54,203
Additional Software 30 50 3,841
HP Hardware 0 0 0 100 IC
Informix and Microfocus Software (2) 80 100 60,218
Bi Tech Training and Implementation Services 80 100 28,482
Bi Tech System Integrator Role - Phase I 80 100 5,600
Su b-total 152,344
3. Upon Acceptance of Phase I Modules* (or 120
days from completion of Milestone #2)
Bi Tech Application Modules 30 80 54,203
Additional Software 30 80 3,841
Su b-total 58,043
4. Upon Acceptance of Phase II Modules* (or 210
days from the completion of Milestone #2)
Bi Tech Application Modules 10 90 18,068
Additional Software 10 90 1,280
Sub -total 19,348
5. Upon Satisfactory Completion of Phase II
Stress Tests
Bi Tech Application Modules 10 100 18,068
Additional Software 10 100 1,280
Sub-total 19,348
TOTAL!; 31 1,354
Modifications 4,200
(1) For definition of Acceptances, see Acceptance Testing
(2) Proof of payment made by Bi-Tech for lnformix and
Microfocus products required prior to this payment.
section within the Contract document.
b 0 0
ATTACHMENT H
FAITHFUL PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENT,
lhat (“Contractor”) and
- (“Surety”) are held and firm11
blound unto the CITY OF CARLSBAD, as Obligee, hereinafter called Owner, in the si
of Dollars, for the
p’ayment of which sum well and truly to be made, we bind ourselves, our heirs,
executors, administrators, successors, and assigns, jointly and severally, firmly by
these presents.
WHEREAS, the Contractor has been awarded and is about to enter into a contract v1
Owner to perform all work required under the Bid Schedule(s) of the Owner’s
specifications entitled,
WHEREAS, the provisions of the Contract are incorporated by reference into this
Faithful Performance bond and shall be part of Surety’s obligation hereunder.
NOW THEREFORE, if Contractor shall perform all the requirements of said contract
required to be performed on his part, at the times and in the manner specified hereir
then this obligation shall be null and void, otherwise, it shall remain in full force and
effect.
PROVIDED, that
(1) any alternations in the work to be done or the materials to be furnished, whicl
may be made pursuant to the terms of the Contract, shall not in any way relet
Contractor or Surety hereunder,
any extensions of time granted under the provisions of Contract shall not rele
either Contractor or Surety from their respective obligations to Owner,
notice of any such alterations or extensions of the Contract is hereby waived
Surety,
any payments (including progress payments) made on behalf of Owner to
Contractor after the scheduled completion of the work to be performed pursu
to the Contract shall not release either Contractor or Surety from any obligati
under the Contract or this Faithful Performance Bond, or both, including any
obligation to pay liquidated damages to Owner.
(2)
(3)
(4)
c * e CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State Of CALIFORNIA
County of BUTTE
On APRIL 9, 1996 before me, MARJDIE T, STEPHENS IlN()T ~.- -ppy puRLIc 11
DATE NAME TITLE OF OFFICER E G JANE DOE, NOTARY PUBLIC"
personally appeared GARY SITTON
NAME(S) OF SIGNER(S)
personally known to me - OR - @proved to me on the basis of satisfactory evid
to be the person(s) whose name(s) i:
subscribed to the within instrument an(
knowledged to me that he/she/they exec
the same in his/her/their author
capacity(ies), and that by his/her/
signature(s) on the instrument the persc
or the entity upon behalf of whict-
person(s) acted, executed the instrur
WITNESS my hand and official seal.
Though the data below is not required by law, it may prove valuable to persons relying on the document and coulc
fraudulent reattachment of this form.
CAPACITY CLAl MED BY SIGNER DESCRIPTION OF ATTACHED DOCUI
TITLE OR TYPE OF DOCUMENT TITLE(S)
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)
SIGNER(S) OTHER THAN NAMED AB
01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave , P 0 Box 7184 Canoga P: