HomeMy WebLinkAboutN. Harris Computer Systems; 2007-03-26;AGREEMENT FOR CUSTOM PROGRAMMING SERVICES
N. Harris Computer Systems
THIS AGREEMENT is made and entered into as of the Cs>v _ day of
2007' by and between the CITY OF CARLSBAD, a municipal
corporation, ("City", and N. Harris Computer Systems, an Ontario, Canada corporation,
("Contractor") whose principal place of business is located at 1 Antares, Suite 400, Nepean,
Ontario, Canada K2E 8C4..
RECITALS
City requires the professional services for the installation of the PAP credit card module
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 willingness 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.
2. Term. This Agreement will be effective for a period of one (1 ) year from the date first
above written.
3. Compensation. The total fee payable for the Services to be performed will be three
thousand seven hundred and fifty dollars ($3,750.00). No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement.
4. Status of Contractor. Contractor will perform the Services as an independent contractor
and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor
will be under the control of City only as to the results to be accomplished.
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
City Attorney Approved Version #1 1 .28.06
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-:V in an amount of not less than five hundred
thousand dollars ($500,000) 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
and Automobile 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. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
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. 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.
City Attorney Approved Version #11.28.06
CONTRACTOR
(sign here)
(print name/title)
(e-mail address)
(print name/title)
tt
(e-mai
CITY OF CARLSBAD, a municipal
corporation of the State of California
City Manager or Mayor
ATTEST:
• C »M
(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) signing to bind the corporation.
APPROVED AS TO FORM:
RONAL Attorney
Deputy City Attorney
City Attorney Approved Version #11.28.06
EXHIBIT "A"
SCOPE OF SERVICES
N. Harris Computer systems will:
• Provide, install and setup the credit card preauthorized payment module on the City of
Carlsbad TEST PUBS 5.2.19 environment.
• Configure the credit card preauthorized payment module to interface with the City of
Carlsbad's banking institution, Wells Fargo Bank/PayPal.
• Provide support during the setup and testing and go-live phase with the City of Carlsbad
and Wells Fargo Bank/PayPal.
• Provide, install and setup the credit card preauthorized payment module on the City of
Carlsbad LIVE PUBS 5.2.19 environment.
• Provide end-user remote training and documentation on how to use the credit card
preauthorized payment module.
• Shall encrypt the following existing account data in the City of Carlsbad PUBS database
(in both the LIVE and TEST databases):
> Driver's license
> Government identification/social security number
> Bank routing number
> Bank account number
> Credit card number
• Shall encrypt customer service order (CARe) credit card data in the database.
Payment Terms:
• 100% on delivery of services outlined above.
City Attorney Approved Version #11.28.06
WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by: Kevin Branca - Finance March 19, 2007
(Name and Department) Date
Proposed modification(s) to the General Liability requirement(s) for Agreement for Custom
Professional Programming Services
Liability N. Harris Computer Systems
Workers'
Compensation
(Type of insurance) (Name of contract)
Reduce coverage to the amount of: $ 1,000,000 in
Canadian
Dollars (current
rate is .851933)M Waive coverage __OJ- '
Other: Waive the requirement that the insurance carrier.be an admitted carrier in California and the
requirement that the carriegbe on California's List of Eligible Surplus Line Insurers (LESLI).s£i—
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
[^Significance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and the quality of the work-product, [explain] The City currently
uses N. Harris Computer Systems software to perform all of the City's utility billing functions. This software has
been in place since 1999, and to switch vendors would be very costly and require a system conversion. Several
prior contracts have been approved with the same insurance carrier. In addition, the insurance carrier has an
A++ Best rating. There is also a minimal risk to the City, as this is the purchase of additional utility billing
software, and the City has not experienced previous problems with the vendor.
I [Significance of Contractor: Contractor has unique skills and there are few if any alternatives, [explain:
include number of candidates RFP sent to and number responded if applicable]
^Contract Amount/Term of Contract: $3,750. Work will be completed over a period of One year
[^Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain}.
(e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request): The work being requested is from a
Canadian company. There are no employees who will be working on this contract in the State of California.
Therefore, the requirement for workers' compensation insurance is asked to be waived.
Approved by Risk Manager for this contract only:
, <*((
A -^((
H:\WORD\Insurance\Admin Order #68 waiver modiiy insurance requirements.doc