HomeMy WebLinkAboutCORE Business Technologies; 2004-08-18;SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
cfr-, THIS AGREEMENT is made and entered into as of the 1% day of
, 2004, by and between the CITY OF CARLSBAD, a municipal n c/
corporation, hereinafter referred to as "City", and CORE Business Technologies, Inc., a
State of Rhode Island private based C corporation, hereinafter referred to as
"Contractor."
RECITALS
City requires the product and services of a Payment Processing Contractor to
provide the necessary software product and services for a centralized payment
processing system; and Contractor possesses the necessary skills and qualifications to
provide the product and services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. GRANT OF LICENSE.
A. Contractor grants the City a non-exclusive license to use the specified
number of copies of the One-Step Payment Processing System. Each licensed copy of
a program may be used with a single central processing unit of the City's designation.
This includes a production, test and development environment for each license. The
license also allows for installation on replacement workstations or servers as necessary
for hardware upgrades.
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B. It is specifically understood and agreed between the parties that all right,
title, and interest in and to any and all goods, with the exception of the City’s data and
any training documentation developed for the City, which are delivered to the City under
this agreement shall remain in the name of Contractor and shall not pass, transfer, or
otherwise inure to the benefit of the City until Contractor has received in hand good and
sufficient consideration and is otherwise paid in full under the terms of this agreement.
C. Except as specifically provided in this agreement, there are no other
warranties, express or implied, including, but not limited to any implied warranties of
merchantability or fitness for a particular purpose. In no event shall Contractor be liable
to the City for loss of profit, indirect, special, or consequential damages arising out of
any breach of this agreement or of obligations under this agreement. Contractor shall
not be liable for any damages caused by delay in delivery, installation, or furnishing of
the software or other program products or services under this agreement.
D. In the event the City makes use of any software programming in
connection with the equipment and software supplied by Contractor which is not
provided by or approved in writing by Contractor, the City acknowledges that Contractor
has made no representation or warranties with respect to any product not supplied by
Contractor concerning its performance on the equipment or service supplied by
Contractor. Contractor shall incur no liability to the City arising out of the use of such
software or devices or the furnishing of such services. The City acknowledges that no
software is being furnished to the City by Contractor except pursuant to this agreement
or separate license agreements between the City and Contractor.
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E. The City is granted the perpetual right to renew the Software License.
The annual Software License fee calculation rate for Contractor's One-Step Payment
Processing System will be held at not more than 15% of the licensed software cost for a
three-year period (36 months) beginning with the acceptance of the system in a
production environment, which means that the system is being used to process
transactions and provide receipts to the public. The annual Software License fee
calculation rate for Contractor's iPayment System will be held at not more than 15% of
the licensed software cost for a three-year period (36 months) beginning with the
acceptance of the system in a production environment. The calculation rate may not be
increased by more than 5% for any three-year renewal period thereafter (price fixed
within each 3-year renewal period). Upon payment of the annual license fee the City
shall be entitled to the maintenance and support as defined herein.
F. Contractor agrees to invoice the City 90 days in advance of the expiration
date of the annual License Fee. If at any time the City shall not timely pay the annual
license fee, the City's right and entitlement to utilize software provided by Contractor
shall terminate and therefore, so as to protect Contractor's rights with respect to said
software, the software includes a component which will cause it to no longer function if
the annual license fee is not paid within thirty (30) days after the due date. Please be
advised that although the program will cease to function, City will of course be able to
retrieve its data from said program. Failure to pay said annual license fee would also
result in City not being entitled to any of the other benefits of this Software License
Agreement, until said annual license fee is paid.
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G. The City acknowledges the valuable and confidential nature of software
and that trade secrets are embodied in the programs, and shall use its best efforts to
maintain the confidentiality thereof. Pursuant to its obligations of confidence
hereunder, the City shall not disclose, provide, or otherwise make available to third
parties, for any purpose, any software provided from Contractor in any form without the
prior written consent of Contractor. The foregoing restrictions on disclosure shall
survive termination of this agreement.
H. The City's acceptance of any software from Contractor shall be conclusive
evidence of City's agreement that the use of such software is governed by this
agreement and/or the license agreement of the original manufacturer when applicable.
I. Contractor, or its supplier, shall retain title and all rights to all programs,
documentation, and promotional material related to the software, with the exception of
specific training documentation developed for the City. No City may market, lease, sell,
transfer, assign, or grant any interest in the license or programs to any third party.
Contractor may cancel, at its sole discretion, any license for violation of the terms of the
license or this agreement. In addition, Contractor may seek any legal or equitable
remedy available against the City for any violation of the terms of this license.
J. The City shall not print or copy in any form, in whole or in part, any
software provided by Contractor except for its own use. Any copies of the software
made by the City in any form as may be permitted hereunder shall be the sole and
exclusive property of Contractor and shall become subject to all terms and conditions of
this agreement. All copies of programs permitted hereunder shall remain in the
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possession, custody, and control of the City, or in the offsite storage facility used by the
City for disaster recovery purposes.
2. TERM OF AGREEMENT
This agreement shall begin after the warranty period and extend for a period of
one year from date of annual renewal of license in perpetuity, as long as the City
continues to pay the annual software license fee.
3. WARRANTIES.
The following warranties shall commence upon City's acceptance of the software
and remain in effect for one year after final acceptance:
A. The Software will be free of known viruses, worms and Trojan horses, and
any unknown code designed to disable the Software because of the passage of time,
alleged failure to make payments due, or otherwise (except for documented security
measures such as password expiration functions);
B. During the Warranty Period, the Software will perform in conformity with
the Specifications and Requirements. Specifications and requirements shall mean: All
written or electronic materials relating to the use or function of the software are provided
by the Contractor to the City or generally made available by the Contractor, including
but not limited to reference, user, installation, systems administration and technical
guides and manuals, and functional and technical specifications.
C. The software will:
(1) report and display all dates with a four-digit date so that the century is
unambiguously identified; and
(2) handle all leap years correctly.
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D. All Documentation is in all material respects complete and accurate, and
will enable information technology professionals and other City employees with ordinary
skills and experience to utilize the Software for all purposes for which it is being
acquired by the City. The Documentation will be updated to reflect all releases of the
Software and any and all other modifications, enhancements, updates, error
corrections, improvements and the like provided by the Contractor, and all such
updates will be of equal or greater quality to the initial Documentation provided to the
City and will be delivered to the City within thirty (30) days after the release,
modifications, enhancements, updates, error corrections or improvements to which the
Documentation update applies has been delivered to the City;
E. The Software products are and will be general release versions that have
been fully tested at the Contractor's site in accordance with industry standards, and are
not beta or pre-release versions; and
F. All work performed by Contractor and/or its subcontractors pursuant to
this Agreement shall meet industry accepted standards of excellence, and shall be
performed in a professional and workmanlike manner by staff with the necessary skills,
experience and knowledge.
4. MAINTENANCE AND SUPPORT
A. Diagnosis of Problems
Contractor shall maintain technical personnel stationed at its facilities for
purposes of providing a telephone customer service to report problems and discuss
questions about operations. For diagnosis of problems, Contractor technical personnel
shall be able to access the City's system via CITRIX.
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B. Hours
Service hours are Monday through Friday from 500 AM to 6:OO PM Pacific time,
excluding the following holidays recognized by Contractor. An annual list of recognized
holidays would be provided by Contractor prior to the start of each calendar year.
Contractor or the City may designate other holidays each year (e.g. when
Christmas falls on a Saturday, Friday would be designated as a holiday).
C. Maintenance Responsibilities
(1 ) Maintenance on Licensed Software
(a) Products covered are the following:
Contractor‘s One-Step Payment Processing System
(b) Contractor will provide the City with any improvements,
modifications, updates or upgrades to the software that are announced by
Contractor to be generally available without charge to all users of the
software, including all related on-line documentation. City agrees to install
or load on a test server and production servers the enhancements, with
the remote assistance of Contractor at the City’s discretion if appropriate,
and as scheduled by the City
(c) During the term of agreement, Contractor will correct any
programming error which is attributed to Contractor and that is at variance
with contract documents or documentation. Such correction, replacement
and service will be promptly accomplished after the City has notified
Contractor of any such error in accordance with Contractor’s reporting
procedures, as follows:
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I. Notification to Contractor shall be in writing in an agreed to
format.
2. Notification shall include sufficient detail to allow for the
recreation of the subject programming error including proper reference to
the variance if requested by Contractor.
The City agrees to provide Contractor with audit trails and other
data, and with sufficient support and test time on the City’s computer
system to duplicate the problem and try to verify that the error has been
fixed.
(d) Contractor shall have no obligation to provide assistance in
correcting errors or problems arising in connection with any modifications
or alterations of the Licensed Software that may have been made by or on
behalf of the City without Contractor‘s express written consent.
(e) The City agrees to reimburse Contractor for any out-of-
pocket expenses incurred by Contractor in connection with duties
performed at the City’s request beyond those covered by this Agreement,
including travel to and from the City’s site, lodging, meals, telephone and
shipping.
(f) Enhancements as may be provided under this Agreement
shall remain the proprietary property of Contractor.
(9) Charges for maintenance on each software module are
included within the Annual Software License Fee.
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(h) The City’s exclusive remedy for any defect in the software
for which Contractor is responsible shall be to repair or replace the
software listed in item (1) above. Contractor will attempt to remedy
promptly any programming error that significantly affects performance of
the software. Contractor cannot guarantee to remedy all minor errors.
Furthermore, Contractor is not obligated to correct, cure or otherwise
remedy any defect in the software if the software has not been properly
installed by non-Contractor personnel, is not operated and maintained
under normal conditions by qualified personnel, or is misused or modified
without Contractor’s consent, or damaged, or the City has not notified
Contractor promptly upon discovery of a defect. Contractor will provide
remote assistance to City personnel for the installation of upgrades
provided by Contractor. Contractor shall not in any event be liable for any
loss of profits, incidental, special, exemplary or consequential damages to
the City, or claims or demands against the City by any other party.
(i) In the event that a change in Contractor‘s One-Step
Payment Processing software not performed at the request of the City
results in a need to alter any of the third party interfaces that have been
identified in the Professional Services Agreement, all changes will be
covered under the terms of this maintenance agreement. Changes to the
interfaces resulting from any of the third party vendors’ software upgrades
will be billed to the City on a time and materials basis.
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D. Obliaations of the Citv
(1) The City shall be responsible for maintaining a sufficient staff to
handle normal day-to-day operation and support for the System, including but
not limited to such tasks as back-ups and report handling. It is acknowledged
and understood that the maintenance and support service to be provided by
Contractor hereunder is not intended to supplant City day-to-day operation and
support for the System.
(2) The City shall provide Contractor sufficient access to allow
Contractor to provide maintenance service on the Software.
(3) The City shall not perform, nor attempt to perform, or cause to be
performed, maintenance or repair to Licensed Software covered hereunder
during the term of this Maintenance Agreement except with the prior written or
oral approval of Contractor.
E. Charaes and Pavments
(I) Maintenance charges for the first one-year maintenance are
included within the Annual Software License Fee.
(2) Charges for on-site remedial maintenance that are not included in
the Maintenance Agreement are due and payable thirty (30) days from the date
of receipt of invoice.
(3) There shall be no additional maintenance charge for: Time spent
by maintenance personnel after arrival at the site awaiting the arrival of
additional maintenance personnel and/or delivery of parts, tools, or other
required material after a service call has commenced.
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5. Software Failure/Downtime Response Services
Software failure or downtime response services are contained within Contractor’s
standard support services.
A. Coverage
A telephone number and an emergency priority procedure will be provided to the
City. The Emergency priority procedure must be followed to contact the on-call
specialist when a Software Failure or Downtime call is placed after hours.
After hours, Contractor shall make its best efforts to acknowledge such Software
Failure or Downtime calls within one (1) hour from the time that the call was placed to
the telephone number. Contractor’s on-call specialist shall assist in the determination of
the problem and offer technical guidance until the problem is resolved.
B. Hours
After Service Hours for Software Failure or Downtime calls are Monday through
Friday from 6:OO p.m. to 500 a.m. Pacific Time. The City will use Contractor’s
Emergency Priority Procedure for any off-hour support.
6. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained any
Contractor or person, other than a bona fide employee working for the Contractor, to
solicit or secure this agreement, and that Contractor has not paid or agreed to pay any
Contractor or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting
from, the award or making of this agreement. For breach or violation of this warranty,
the City shall have the right to annul this agreement without liability, or, in its discretion,
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to deduct from the agreement price or consideration, or otherwise recover, the full
amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee.
7. COMPLIANCE WITH LAWS AND ORDINANCES.
The Contractor agrees to make itself aware of and comply with all local, state
and federal ordinances, statutes, laws, rules and regulations applicable to the
performance of its obligations under this Agreement, including but not limited to all
applicable federal, state and/or local laws regarding employment practices and
discrimination.
8. STATUS OF THE CONTRACTOR.
The Contractor shall perform the services provided for herein in Contractor's own
way as an independent Contractor and in pursuit of Contractor's independent calling,
and not as an employee of the City. Contractor shall be under control of the City only as
to the result to be accomplished, but shall consult with the City as provided for in the
request for proposal. The persons used by the Contractor to provide services under this
agreement shall not be considered employees of the City for any purposes whatsoever.
9. ASSIGNMENT.
The Contractor shall not assign this contract or any part thereof or any monies
due there under without the prior written consent of the City. Any assignment attempted
without the written consent of the other party shall be void. For purposes of this
Agreement, the term "assignment" shall include any transfer of rights or obligations
under this Agreement to a successor by merger or consolidation or to any person or
entity that acquires all or substantially all of the Contractor's capital stock or assets, and
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shall include the Contractor's assignment of this Agreement to any person or entity to
which the Contractor transfers any of its rights in the Software.
IO. SUBCONTRACTING.
No subcontracting shall be permitted without the prior written consent of the City.
If the Contractor shall subcontract any of the work to be performed under this contract
by the Contractor, Contractor shall be fully responsible to the City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons
directly employed by Contractor. Nothing contained in this contract shall create any
contractual relationship between any subcontractor of Contractor and the City. The
Contractor shall bind every subcontractor and every subcontractor of a subcontractor by
the terms of this contract applicable to Contractor's work unless specifically noted to the
contrary in the subcontract in question approved in writing by the City.
1 I. CLAIMS AND LAWSUITS.
The Contractor agrees that any contract claim submitted to the City must be
asserted as part of the contract process as set forth in this agreement and not in
anticipation of litigation or in conjunction with litigation. The Contractor acknowledges
that if a false claim is submitted to the City, it may be considered fraud and the
Contractor may be subject to criminal prosecution. The Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act, provides for
civil penalties where a person knowingly submits a false claim to a public entity. These
provisions include false claims made with deliberate ignorance of the false information
or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks
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to recover penalties pursuant to the False Claims Act, it is entitled to recover its
litigation costs, including attorney's fees. The Contractor acknowledges that the filing of
a false claim may subject the Contractor to an administrative debarment proceeding
wherein the Contractor may be prevented to act as a Contractor on any public work or
improvement for a period of up to five years. The Contractor acknowledges debarment
by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor
from the selection process.
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026,
3.32.027 and 3.32.028 pertaining to false claims are incorporated here-in by reference.
If any claim or dispute exists under this contract, Contractor shall be required to
comply with the claim presentation requirements set forth in the government claims act,
Part 3 of Division 3.6, Government Code section 900 et seq.
12. JURISDICTION.
The Contractor agrees and hereby stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this
agreement is San Diego County, California.
13. LIMITATIONS ON LIABILITY.
To the extent permitted by law, neither party shall be liable to the other party for
consequential, indirect, special damages, lost profits or attorneys' fees in connection
with any matters relating to this Agreement (except as provided in the indemnity
provisions herein).
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14. TERMINATION OF CONTRACT.
This agreement may be terminated by either party upon tendering thirty (30)
days' written notice to the other party.
15. SUSPENSION OF SERVICES
Notwithstanding anything to the contrary in this Agreement, in the event that the
City disputes in good faith an allegation of default by the Contractor, the Contractor
agrees that it will not terminate this Agreement or suspend or limit any of its
performance obligations or warranties or repossess, disable or render unusable the
software, unless 1) the parties agree in writing, or 2) an order of a court of competent
jurisdiction determines otherwise.
16. TRANSITION SERVICES.
Upon the termination or expiration of this Agreement, the City may request the
Contractor to perform and, if so requested the Contractor shall perform, certain
transition services necessary to migrate in an orderly and efficient manner from the
Software and services of the Contractor to another Software or service provider as may
be selected by the City (the "Transition Services"). "Transition Services" may include
working with the City to jointly develop a mutually agreed upon Transition Services plan,
notifying all affected vendors and subcontractors of the Contractor, freezing all non-
critical changes to the Software, perform the Transition Service plan activities,
answering questions regarding the Services or the Software on an as-needed basis,
and providing such other reasonable services needed to effectuate an orderly transition
to a new system.
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If the performance of the Transition Services requires the Contractor to incur
expenses beyond what the Contractor would othenvise have incurred in the
performance of this Agreement, then: 1) the Contractor shall notify the City of any
additional expenses associated with the performance of the Transition Services
pursuant to Section 8 of this Agreement prior to performing such Transition Services;
and 2) upon the City's written authorization, the Contractor shall perform the Transition
Services and invoice the City for such Transition Services; and 3) the City shall pay the
Contractor for such additional expenses incurred to provide the Transition Services
within thirty (30) business days of the date of the invoice. If required based on the
preceding sentence, the City shall pay the Contractor for Transition Services in an
amount which shall not exceed: 1) hourly rates for Other Services calculated at the
current daily rate, plus 2) "Allowed Out of Pocket Costs".
17. FORCE MAJEURE
A. Neither party shall be liable for any failure or delay in the performance of
its obligations pursuant to this Agreement (and such failure or delay shall not be
deemed a default of this Agreement or grounds for termination hereunder) if all of the
following conditions are satisfied: 1) if such failure or delay (a) could not have been
prevented by reasonable precaution, and (b) cannot reasonably be circumvented by the
non-performing party through the use of alternate sources, work-around plans, or other
means; and 2) if and to the extent such failure or delay is caused, directly or indirectly,
by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war,
terrorism, riots, civil disorders, rebellions or revolutions, court order, or other
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circumstances beyond the non-performing party's control (excluding acts or omissions
of the non-performing party's vendors or subcontractors).
B. Upon the occurrence of an event which satisfies all of the conditions set
forth above (a "Force Majeure Event") the non-performing party shall be excused from
any further performance of those of its obligations pursuant to this Agreement affected
by the Force Majeure Event for as long as (a) such Force Majeure Event continues and
(b) the non-performing party continues to use commercially reasonable efforts to
recommence performance whenever and to whatever extent possible without delay.
C. Upon the occurrence of a Force Majeure Event, the non-performing party
shall immediately notify the other party by telephone (to be confirmed by written notice
within two (2) days of the inception of the failure or delay) of the occurrence of a Force
Majeure Event and shall describe in reasonable detail the nature of the Force Majeure
Event. If any Force Majeure Event prevents the Contractor from performing its
obligations for more than thirty (30) days, the City may terminate this Agreement.
D. Labor shortages, strikes, slow-downs, walkouts, lockouts, and industrial
disputes shall not constitute "Force Majeure Events" and are not excused under this
provision.
E. Year 2000-related failures in the Contractor's products or information
systems (or those of its subcontractors or suppliers) shall not constitute "Force Majeure
Events" and are not excused under this provision.
18. INDEMNIFICATION.
To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless the City and the City's officers, agents and employees from and against
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any and all loss, damages, obligations, liabilities and expenses (including reasonable
attorneys' fees) for which the indemnified party shall be found liable arise directly or
indirectly from:
A. any infringement of any United States or Canadian copyright, trademark
or patent, or misappropriation of the trade secrets of any third party, in connection with
the Licensed Product (or any allegation of any of the foregoing) ("Infringement Claims");
or
B. any act(s) of negligence or willful misconduct by Contractor or any of its
agents or employees including but not limited to any liability caused by an accident or
other occurrence resulting in bodily injury, death, sickness or disease to any person(s)
or damage or destruction to any property, real or personal; or
C. the City's refusal to produce any item of "Confidential Information" (as
defined in a Confidentiality Agreement) of the Contractor pursuant to a request to
review public city records, after receiving a request for such item and after being
instructed by the Contractor not to produce it; or
D. any claims by any persons or entities supplying labor or material to the
Contractor in connection with the performance of the Contractor's obligations under this
Agreement ("Labor and Material Claims").
Indemnity for Infringement Claims shall be contingent upon the City: 1) giving
prompt notice to Contractor of any such Infringement Claim(s) which Contractor is
otherwise unaware of; 2) the Contractor having control over the defense of such action,
provided the City shall have input as to all matters affecting the City; and 3) the City
reasonably cooperating in the defense of such action.
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If an Infringement Claim occurs, the Contractor shall within thirty (30) days after
receipt of the City's written notice of such claim or the date on which the Contractor first
becomes aware of such claim, whichever is sooner, either: 1) procure for the City the
right to continue using the affected product, service or component and deliver or
provide such product, service or component to the City; or 2) repair or replace the
infringing project, service or component so that it becomes noninfringing, provided that
the performance of the Software or any component thereof shatl not be adversely
affected by such replacement or modification. In the event the Contractor is unable to
comply with either subsection 1) or 2) of this paragraph within the thirty (30) day time
period described above, the City shall have the right to terminate this Agreement for
default. In the event of such termination, in addition to any other remedies available to
the City at law, under this Agreement or otherwise, the Contractor shall pay to the City
within ten days of the City's notice of termination a pro rata portion of all License Fees
paid as of the date of termination.
In no event shall Contractor be liable to the City for loss of profit, indirect, special,
or consequential damages arising out of any breach of this Agreement or of obligations
under this Agreement or the license granted or for any claim made against the City by
any other party, even if Contractor has been advised of the possibility of such a claim.
Contractor shall not be liable for any damages caused by delay in delivery, installation
or furnishing of the software or other program products or services under this
Agreement.
It is specifically agreed that the City maintains the responsibility for the auditing
of transaction data. The action or lack of action taken by the City as a result of
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transaction processing is the sole responsibility of the City. Contractor is not liable for
any losses or consequential damage.
19. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of the City and on behalf of the Contractor in connection with
the foregoing are as follows:
For City: Title
Name
Address
For Contractor: Title
Name
Address 3 &A k?
& &oV,Aefif-&: PQr OJ9fq
Arch itectlLicense N um ber:
ArchiteWLicense N um ber:
20. SUCCESSORS OR ASSIGNS.
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all
terms, conditions, and provisions hereof shall inure to and shall bind each of the parties
hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
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21. SURVIVAL OF PROVISIONS.
The Sections of this Agreement which pertain to license, representations and
warranties, obligations upon termination, transition services, remedies, and
indemnification, shall survive the termination of this Agreement.
22. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform Act and the
City's conflict of interest code, that the Contractor will not be required to file a conflict of
interest statement as a requirement of this agreement. However, Contractor hereby
acknowledges that Contractor has the legal responsibility for complying with the Political
Reform Act and nothing in this agreement releases Contractor from this responsibility.
23. ENTIRE AGREEMENT.
This agreement, together with any other written document referred to or
contemplated herein, and the Purchase Order for this contract embody the entire
agreement and understanding between the parties relating to the subject matter hereof.
Neither this agreement nor any provision hereof may be amended, modified, waived or
discharged except by an instrument in writing executed by the party against which
enforcement of such amendment, waiver or discharge is sought.
... ...
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24. EFFECTIVE DATE.
This agreement shall be effective on and from the day and year first written above.
Executed by Contractor this day of 920
CONTRACTOR: CITY OF CARLSBAD, a municipal
(name of Contractor)
(sign here) n (print nameltitle) ATTEST//
City Clerk By:
(sign here)
(print namehitle)
(e-mail address)
(Proper notarial acknowledgment of execution by Contractor must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO or
assistant treasurer must sign for corporations. Otherwise, the corporation must attach a
resolution certified by the secretary or assistant secretary under corporate seal
empowering the officer(s) signing to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
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