HomeMy WebLinkAboutN Harris Computer Systems; 2008-12-31;AGREEMENT FOR CUSTOM PROGRAMMING AND CONFIGURATION/SETUPSERVICES
N. HARRIS COMPUTER SYSTEMS
THIS AGREEMENT is made and entered into as of the <^O\ _ day of
2Qfft> by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and N. Harris Computer Systems, a Canadian Corporation ("Contractor"),
with its principal place of business located at 1 Antares Drive, Suite 400, Ottawa, Ontario,
Canada.
RECITALS
City requires the professional services of a company to provide custom programming,
configuration, and setup assistance that is experienced in the City's Utility Billing System.
Contractor has the necessary experience in providing these professional services, has
submitted a proposal to City and has affirmed its willngness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render,
those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this
reference in accordance with the terms and conditions set forth in this Agreement.
General: Contractor agrees to deliver Northstar Utility Billing System software as set
forth in Exhibrt-A; to install and make such software operational on the City's existing system,
including configuring the software to interface with the existing data of suitable quality and
format; to train City staff; and to provide certain professional services as defined in ExhibitA to
this Agreement,
Licensed Software. Contractor agrees to deliver the software configured as described
in Exhibit A and consisting of the Northstar Utility Billing System software ("Licensed Software").
Upon payment for Services, City will have a perpetual, non-exclusive, worldwide, paid-up,
royalty-free license to use the Licensed Software and other deliverables provided as part of the
Services specified in Exhibit A ("Work product") that is created or licensed by Contractor. In the
event this Agreement is terminated, all Work Product produced by Contractor or its agents,
employees and subcontractors, and paid for by City, pursuant to this Agreement will.be delivered
at once to City. City shall retain ownership in all pre-existing data provided by City. City's data
shall be used solely to provide the Services specified herein. Contractor shall retain all
intellectual property ownership rights in the Licensed Software.
Development Services. As described in Exhibit A, Contractor will render such services
as appropriate to configure Contractor's License Software (the "Services"). Contractor shall
integrate and implement the Licensed Software, shall assist City in installing and making the
Licensed Software operational, and shall provide to City all deliverables and Services per
Exhibit-A.
Interface to Existing System. City has or will provide a description of the City's existing
computer environment and interface requirements. Licensed Software must send and retrieve
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data from the existing system and perform in the manner contemplated by this Agreement.
Contractor shall perform those tasks in Exhibit A for the configuration, installation, and making
operational interfaces between the Licensed Software and the existing data (the "Interfaces").
Quality Assurance Testing. As part of the Services listed in Exhibit A, Contractor shall
develop/perform a test and acceptance plan for the Licensed Software and the Interfaces
specifically developed/configured and delivered by Contractor for City, conduct such test and
remedy any defects identified by such test prior to delivering such Work Product to City.
Training. Contractor shall provide training to City's system administrators/operators so
they may learn how to operate the Licensed Software. Contractor shall perform such training as
is specified in Exhibit A.
Maintenance and Support. Maintenance and support for the Licensed Software will be
provided per Exhibit A or any subsequent agreement entered into between the parties for the
maintenance and support of the Licensed Software.
Professional Services. Contractor shall provide such consulting and professional
services as defined in Exhibit A to assist City's efforts to operate the Licensed Software.
Contractor may provide additional consulting and professional services in accordance with this
Agreement, as amended from time to time, on mutually agreed terms.
2. Term. This Agreement will be effective for a period of one(1) year from the date first
written above.
3. Compensation. The total fee payable for the Services to be performed shall not exceed
three thousand seven hundred fifty dollars ($3,750), payable in United States Dollars. No other
compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention
until City has accepted the work and/or the Services specified in Exhibit "A."
The United Nations Convention on Contracts for the International Sale of Goods shall not
apply to this Agreement.
4. Status of Contractor. Contractor will perform the Services in Contractor's own way as an
independent contractor and in pursuit of Contractor's independent calling, and not as an
employee of City. Contractor will be under control of City only as to the result to be
accomplished, but will consult with City as necessary. The persons used by Contractor to
provide Services under this Agreement will not be considered employees of City for any
purposes. The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement.
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5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its
officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
6. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers' compensation,
employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of California which has a current
rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of
California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless
otherwise authorized and approved by the City Attorney or the City Manager. Contractor will
obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be
named as an additional insured on General liability. Contractor will furnish certificates of
insurance to the Contract Department, with endorsements to City prior to City's execution of this
Agreement.
7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code
is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it
be determined that disclosure is required, Contractor or Contractor's employees, agents, or
subcontractors will complete and file with the City Clerk those schedules specified by City and
contained in the Statement of Economic Interests Form 700.
8. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carlsbad Business License for the term of this Agreement.
9. Termination. City or Contractor may terminate this Agreement at any time after a
discussion, and written notice to the other party. City will pay Contractor's costs for services
delivered up to the time of termination, if the services have been delivered in accordance with
the Agreement.
10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et
seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
City of Carlsbad to terminate this Agreement.
11. Venue and Jurisdiction. Any action at law or in equity brought by either of the parties for
the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties waive all
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provisions of law providing for a change of venue in these proceedings to any other county or
country. The substantive laws of the State of California shall govern this Agreement excluding its
rules relating to conflicts of laws.
12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any
monies due or to become due under it, without the prior written consent of City.
13. Amendments. This Agreement may be amended by mutual consent of City and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
14. Notices
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For Contractor:
Name Name
Title Title
Department Address \_
City of Carlsbad °TT^^QA / ^^TAR.O \<zcgc.*t-
Phone No.
Address
Phone No.
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
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15. Authority. The individuals executing this Agreement and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
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CITY OF CARLSBAD a mi
corporation ontfexSt^re pf GaUfomjl
By: ^
ATTEST:
1
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"By:.
&S*(e-cnail address)
(sign here)
UNE M. WOOD
City Clerk
(print name/title)\)\ct
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
Corporation. Agreement must be signed by one corporate officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice -President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) sgning to bind the corporation.
APPROVED AS TO FORM:
RONALD
By:
City Attorney
~XDfeputy~CTty Attorney
City Attorney Approved Version #05.06.08
EXHIBIT "A"
SCOPE OF SERVICES
1. (Tracker T14358) In order for the City to utilize the data encryption features hat are built-in to the City's Harris
Northstar utility billing system, N. Harris Computer Systems shall encrypt data as follows:
a. Encrypt existing data in the City of Carlsbad PUBS (Water/Utility Billing) database:
• Social Security Number/Government Identification
• Driver's License
• Bank Routing Number
• Bank Account Number
• Credit Card Number
b. This data shall be encrypted in the customer's account records, audit trail data, and customer service
order (CARe) records.
Acceptance Criteria
The encryption features shall function as documented in the Harris Northstar manual, in particular:
a. The data shall be encrypted on the user-interface screens, except for authorized users who may view,
add, edit, or delete this data.
b. The bank account information shall be unencryptedin the "Pre-Authorized Payment" (PAP) file (the
file sent to the City's banking institution to automatically withdraw funds from customers' bank
accounts to pay their utility bill.)
c. The data shall be unencrypted on the "Customer Master Listing" report forauthorized users. Certain
processes, e.g. collections, require SSN/Government IDs.
A one-time payment for item 1 shall not exceed $2,250
Payment Terms:
• 100% on acceptance of each service outlined above.
2. (Tracker: T14358) N. Harris Computer Systems shall implement the Northstar "credit card pre-authorization
payment (PAP)" module as follows:
a. Provide, install, and setup the credit card PAP module on the City of Carlsbad's TEST system.
b. Provide custom credit card PAP module to interface with the City of Carlsbad's banking institution,
Wells Fargo Bank/PayPal.
c. Provide support during the setup, testing, and go-live phases on the City of Carlsbad's LIVE system.
d. Provide end-user remote training and documentation on how to use the credit card PAP module.
Acceptance Criteria
The PAP credit card module shall function as documented in the Harris Northstar manual, including:
a. The credit card information shall be encrypted in the database but unencrypted in the "Pre-Authorized
credit card Payment" (PAP) file (the file sent to the City's banking institution to automatically charge
the customers' bank credit card to pay their utility bill.)
b. Credit cards shall be successfully processed by the City of Carlsbad's banking institution.
A one-time payment for item 2 shall not exceed $1,500
Payment Terms:
• 100% on acceptance of each service outlined above.
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