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HomeMy WebLinkAbout1982-01-19; City Council; 6864; Award of Contract for Software ServicesCl UJ > 0 AB# IPflC, '/ · MTG. 1-1-9-82 DEPT. FINANCE CITY OF CARLSBAD --AGEND~.-SILL IITLE: AWARD OF CONTRACT FOR SOFTWARE SERVICES RECOMMENDED ACTION: Adopt Resolution No. fD ;'~3 awarding the ccntract for software services to Responsive Design Inc., to modify public domain software for accounting, general ledger and payroll functions and to install proprietary software for utility billing in the amount of $16,500. ITEM EXPLANATION: In November 1981, it became necessary to terminate the contract with the Public Agencies Data System (PADS) for the installation of software on the Hewlett-Packard computer due to PADS I i nabi.l i ty to provide the dgreed upon software and support. The staff immediately sought proposals for substitute software designed to run on the HP system. Proposa]s were received from four companies ranging in cost from $30,000 to $21,500 (Responsive Design is the low bid). The staff has evaluated the software proposed by Responsive Oesign and finds it to be satisfactory. The Finance staff has taken the time to install the Responsive Design software for online testing prior to making this recbnmendation. FISCAL IMPACT: The contract with PADS called. for a total system cost of $126,295~ The settlement with PADS paying only for computer hardware cost the city $102,709, leaving .$23,586 fo'l'• software development. The proposal from Respol)sive Design totals $21,000. The city has already authorized expenditure of $4,500 for initial installation and testing of the software. In order to complete installation of the software, the cost will be $16,500. The fiscal impact is a net savings of $2,586 when compared to the original PADS' contract. EXHIBITS: Resolution No. (, ?,3 awarding the contract for software services to Responsive Design, Inc. . o::: Memo to City Manager, dated December 1, 1981: Recommended Action on Computer a. a_ Software Package. <C z 0 ~ ..I c3 z ::, 0 0 Memo to Finance Director, dated November 25, 1981 -Regarding Software Search I l 2 3 4 5 RESOLUTION NO. 6763 ----- A RESOLUTION OF THE CITY COUNCIL OF TH:C CI'!'Y OF CARLSBAD, CALIFORNIA AWAnDING THE CONTRACT FOR THE INSTALLATION OF VARIOUS SOFTWARE APPLICATIONS TO RESPONSIVE DESIGN, INC. WHEREAS, the City of Carlsbad c;:urrently. owns a Hewlett:,-Packa:td-· 6 computer system; and !;" I 7 WHEREAS, the City desires to install certain applications on 8 this existing system; and 9 WHEREAS, the City has requested proposals from various firms 10 capable of providing such applications; and 11 WHEREAS, the City has evaluated these proposals and has found 12 the proposal submitted by Responsive Design , I~c. to most closely 13 meet the City's needs. 14 NOW, THEREFORE, BE IT RESOLVED by the City Council of the 15 City of Carlsbad,. California that the proposal of Responsive 161 Designs, Inc. is hereby accepted and tI:e Mayor 5.:=-'hereby ·author~zed 17 · to enter into th0 attached contract for said •services. 18 PASSED, APPROVED AND ADOPTED at a regular meeting of the City 19 Council on the 19th day of January , 1982 by the following 20 I vcte.; ·to wit: 21 AYES: Council Menbers Packard, Casler I Anear I Lewis and Kulch:in 22 23 24 NOES: None ABSENT: None CONTR~CT BE~WEE~ CITY OF CARLSBAD AND RE!PONS~~: DESIGN, INC, FOR PURCHASE OF APPLICATION SOFTWARE THIS AGREEMENT is made and entered into this .,,2D2,,J,L day ,of _ \L-'M/'-"'~v' , 1982, by and between RESPONSIVE DESIGN, INC, --'-"'---~.;;;..;,:=-;;,'"--- hereinafter referred to as "RESPONSIVE DESIGN", and the CITY OF CARLSBAD,· a California municipal corporlltion, hereinafter referred to as ''CITY". RECITALS 1. CITY has determined that it has an immediate need to acquire various software applications. 2. In resp~nse to a request for proposal RESPONSIVE DESIGN submitted its proposal which was deemed by CITY to be in the best interest of CITY. 3. RESPONSIVE DESIGN is able to provide th~ necessary software systems from public domain and proprietary sources to CITY pursuant to this agreement. NOW, THEREFOR&, CITY and RESPONSIVE DRSIGN, in consideration of the ~erms contained herein, mutually agree as follows: ARTICLE t DEFINI'rIOt-1S 1.1 The following terms, used herein nnd in the Exhibits hereto, ~halt h~ve the following meanings: A. "App lie at ion So ft ware II means such so ft ware or programs, documentation, and other tangible or intangible information, designed, developed or provide~ by RESPONSIVE DESIGN described in 3 J Exhibit "A", attached hereto and incorporated herein by reference. '.B. 11 Application Software Support" is primarily a consu 1 tat ion service p·rovided by RESPONSIVE DESIGN. C. "Delivery Date" means the date at which all of the el~ments of application software, as described in Exhibit "A" are installed at the CITY ~nd are proven to be~n operating condition. D. "Hardware" means the existing Hewle-tt Packard 3000-30 ~omputer system in existance on the CITY'S site as of the date of this contract. E. 11 Product 11 means the entire software system being developed atid utilized by and between RESPONSIVE DESIGN arid CITY. F. "System Software" means software designed, developed and provided b~ the manufacturer of the hardware for utilization with said hardware. ARTICLE 2 PURPOSE 2.1 The purpose of this Agreeme~~ is to provide for the purchase by CITY of appl'ication software, installation and user training by RESPONSIVE DESIGN. In cons.iderat ion of payment to be made by CITY as provided in Ex~ibit A, RESPONSIVE DESIGN agrees to design, procure, install and maintain the ap~lication a?ftware. ARTICLE 3 CONTRACT DOCUMENTS 3.1 1he Contract Documents consist of this Agreement and all Exhibits attached hereto. All righte and obligations of CITY and RESPONSIVE DESIGN are fully set forth and described in said Contract Documents. Each of the above~mentioned document3 is intended to complement the other in that any software 6r service called for in one document and not mentioned in the others or vice versa, is to be provided the same as if mentioned in all of said documents. In the case of conflict among the documents regarding specifications or requirements, this Agreement and all Exhibits attached hereto~shall supersede all prior understandings or documents. No representation or promise hereafter made by a party, nor any modification or amendment of the Agreement, ·shall be binding upon either party unless in writing and signed on behalf of each by ~uly authorized representatives. ARTICLE 4 TERM OF AGREEMEN~ 4.1 This Agreement shall commence on the date first abo~e· written anj shall continue in full force and effect thereafter a~ long as there is a license for use of the Products furnished hereunder in effect. 4.2 In the event of any material breach of thij Agreement by either party hereto, tbe party may (reserving cumulatively all othet re~edi~s and rights under this Agreement and in law) terminate this Agreement in whole or in part by giving thirty (30) days prior written notice hereto; provided, hpwever,· that this Agreement shall not terminate at the end of said thirty (30) days. ' 4.3 Either party may terminate this Agreement without cause . by giving Pinety (90) days advance written notice to the other party. ARTICLE 5 PAYMENTS 5.1 CITY agrees to pay RESPONSIVB nESIGN upon submission -3- ' ,, i l of appropriate invoices therefore, for pe~formance by RRSPONSIVE DESIGN of ~ts oblige~ions set forth i-0 this Agreement. Payment of application 3oftware costs, together with such other charges as may be incurred or payable from time to time by CITY under the terms provided for herein shall be made by CITY at th~ times and in the amounts set . fort•h in Exhibit "A". CITY agrees r:o pay -:,11 license fees, registration fees, assessments, taxes or other charges, however designated, levied, based or imposed by a municipal, state or federal body or authority, u~on the total sjstem cost or any part thereof, or upon this Agreement or any ter.m or provision ,thereof. However, the quoted price shown in Exhibit "A" is inclusive a£ any and all applicable California sales taxes. 5.2 The charges contained herein in Exhibit :rA" . .and Article 8 are the total of all charges to be made under this contract and unless specifically to the contrary provided elsewhere h~rein, no .~dditional charges shall be claimed by ~ESPONSIVE DESIGN for the pro~uct, or any element thereof, including executable (object) code, source code, documentation, training, copies of materials~ assistance in installation, ~rror correction, minor upgrades, maintenance, or expenses Eot any ot~er material or ser~ice to be performed hereunder. ARTICLE 6 PRODUCTS AND SERVICES TO BE PROVIDED BY RESPONSIVE DESIGNS 6.1 RESPONSIVE DESIGN will provide CITY all the components of the application software described in Exhibit "An. 6.2. A~plication software installation is defined as the installation of RESPONSIVE DESIGN application software on CITY'S equipment and execution of all modules, of each application systems with RESPONSIVE DESIGN test ~ata and ftdditional test data prepared jointly by CITY and RESPONSIVE DESIGN to test specific CITY requirements. 6.3 Comprehensive user training in each of the financial, payroll, and utility systems applications ~111 be provided by ,., RESPONSIVE DESIGN. Training will includ~ ·c·wo days of in-service consultation by Sam Adams, Data Processing Manager, Tulare County . Department of Education: The obli~dtion of RESPONSIVE DESIGN is to train a designated city employee in each of the finaricial, payroll, and utili~y systems applications in such a manner that will allow the designated city empolyees tu operate the specified systems applications in a competent manner producing accurate system 6utput. ARTICLE 7 APPLICATION SOFTWARE LICENSE 7.1 RESPONSIVE DESIGN hereby acknowledges that it has prop~ie~ary interest in and is posssssor of the application software referred to herein or has obtained pubLic domain software in the name of "CITY" for all application software described in ~xhibit "A" hereto. RESPONSIVE DESIGN hereby grants to CITY a non- exclusive, royalty free, perpetual license, for its own use, for all proprietary application software described in Exhibit 11 A 11 • 7.2 RESPONSIVE DESIGN warrants that it is the sole owner of the proprietary systems and ha.s full power and authority to grant the rights herein described without the consent of any other person and ,(ill indemnif_y and hold CITY harmless from and again.st any loss, cost, liability and expense (including reasonable counsel fees) arising out of any bteac~ or claimed breach of this warranty presented by a third party. 7. 3. RESPONSIVE OESIGN warrants that the software hereby cran~d:efred <foes riot i:rd:ringc upon er vI,;,sl-ate any patent.: c.op.y.rLght: .• . rrade secret or any other proprietary right of any third party; in the event qf any claim by any third party against CITY, C-ITY shall promptly noti~y RESPONSIVE DESIGN and RESPONSIVE DESIGN shall defend . . such claim, in CITY'S name, but at RESPONS~YE DESIGN expense and shall I indemnify CITY against any loss, cost, expense or liability arising out of such claim, whether or not such claim. is successful. 7.4 Except as otherwise provided herein, city expressly agrees that it will not sell, lease, as3ign or in any way transfer such propr.ietary application software system or any rigbts herei~ to any person, partnership) corporation or other entitf. ARTICLE 8 APPLICATION SOFTWARE. SUPPORT 8.1 RESPONSIVE DESIGN will provide maintenance programming to the CITY for a period of up to twelve (12) mouths or a basis agreeable to both parties. The hourly rate for this service shall not exceed the average hourly rate charged to all other RESPONSIVE DESIGN, customers for said service. ARTICLE 9 COPYRIGHT LICENSE 9.1 R8SPONSIVE DESIGN h~reby grants to CITY a non- exclusive, -royalty free, perpetual license t·o make copies, for its own use, of any documentation or user manuals delivered hereunder by ' ,RESPONSIVE DESIGN to CITY, , ' ARTICLE JO CONFORMANCE WITH SPECIFICATIONS iO.l Each software component supplied hereunder will conform to the software specification respecting such co~ponent, attached as Exhibit ''A" in all respects, inc.luding b·ut not limited to, operating performance, documentation quality, compati~ility, modularity and the l'ike. ln · this regard, RESPONSIVE DESIGN warrants that the software packages are designed ~o and will meet the functional and performance specifications described in Exhibit "A 11 • ARTICLE 11 DEFINITION ~OF DOCUHENTATION 11.1 RESPONSIVE DESIGN will furnish CITY with all available documentation as part of the software packages to be delivered hereunder. 11.2 If the documentation is revised at any time or if additional documentat.ion is developed by RESPONSIVE DESIGN with ~espect to any package, during the term of comprebensLve software support, RESPONSIVt DESIGN, shall, forthwith upon publication, deliver to CITY such revised or additional documentation. ·ARTICLE 12 SYSTE~ ~ODIFICATIONS AND LICENSE. TO USE SUCH MODIFICATIONS 12.1 Modifications of the syste~s covered under this A~reement, subsequent to the installation of any system, or subsequent to its availability for installation, i.e., modifications that are over and above the specifications for said systems set forth in Exhibit 11 A11 and the User's Manuals referenced in Article 2, will be covered under a separate agreement executed'hetween CITY and -7-: RESPONSIVE DESIGN and a~e, therefore, not part of this Agreement. 1.2 •. 2 RESE-ONSIVE D~SIGN hereby gr_ants t.o CITY ~ pe.rpetua.l non-exclusive license to use any modifications developed by RESPONSIVE DESIGN under. an agreement referenced in Section 12.1 herein above. ARTICLE 13- ·JATA PROCESSING REPRESENXATIVE 13.1 CITY will designate one or more of its employees as its Date Processing Representative(s), who, during the term hereof and any extensions ox renewals hereof, shall formulate priority guidelines for data processing operations and systems development, coordinate the implementation, and mo~i.it:or ·the progress in the improvement lff CITY'S data processing system. CITY shall make avdilable to RESPONSIVE DESiGN, upon req?est, existing CITY personnel .to assist RE~PONSIVE DESIGN in defining existing procedures and in identi~yi~g projected needs of the data processing system and shall make such other management decisions as are reasonably required by the C~TY in the performance of this Agreement, ARTICLE 14 ON-LINE TERMINAL OPERATION 14.1 CITY is responsible for designating persons capable of successfully complating the terminal and compute~ orientation ~nd training to efficiently and effectively use the application systems installed by RESPONSIVE DESIGN. All production data entry using the on-line terminals will be the responsibility of CITY. RESPONSIVE DESIGN shall· not be penalized by withholding payment for excessive CITY employee turnover or pro~lems in scheduling its ~mpl~yees for ,raining or production input. -8- ARTICLE 15 SYSTEM SECURITY AND ACCESS 15.1 CITY shall be entirely responsible for the security of data and programs accessible through on-line terminals, Utilization of access security codes and control of authorized user lists shall be monitored by CITY'S Data Processing Resl(resentative(s). ARTICLE 16 INSTALLATION AND OPERATION SCHEDULE 16.1 Applicat·ion software shown in Exhitiit "A" shall 'be completed in accordance with the Schedule outlined in ·Exhibit "B", attached hereto and incorporated herein by this reference. 16,2 CITY, at RESPONSIVE DESIGN request, will submit such test data and materials as may be specified and requested,by RESPONSIVE DESIGN which is necessary in o~~er to enable RESPONSIVE DESIGN to test all aspects of any applications, improvements, or systemj to be developed hereunder prior to the utiliza~ion of such i~provements or new systems by city. 16.3 System installation in this Agrement is defined as the installation of the systems on CITY'S equipment and ex~cution of all portions of the systems with RESPONSIVE DESIGN test data supplred by CITY co RZS?O~SIVE DESIGN to the mutual sntisfaction of CIJY and RESPONSIVE DESIGN, A!?.TICLE 17 QUIET ENJOYMENT 17.1 CITY shall be entitled during th~ term of this perpetual license to use the software packages without disturbance. RESPONSIVR DESIGN represents thnt this Agreement is not subject or -9-· subordinate to any right of RESPONSIVE DESIGN creditors, or if such subordination exists, that the Agreement or instrument creatin~ the same provides for non-disturbance of the us~r so long as it shall not be in defau~t hereunder. ARTICLE 18 CONFIDENTIALITY OF INFORMATION 18.1 RESPONSIVE DESIGN will maintain as confidential all CITY data and will adopt such measures as those adopted by the CITY for its own employees to insure that such inform~tion remains confidential. However, RESPONSIVE DESIGN shall not be required-to regard as confidential any information which has ceased to be co,nfidential by some action of CITY, or which is or comes into the public domain by operation of law. Neither shall RESPo'NS,IVE DESIGN' be required to maintain the confidentiality of any ideas, doncepts 1 or techriiques r~lating to data processin* submitted to RESPONSIVE DESIGN or developed by RESPONSIVE DESIGN personnel or jointly by RESPONSIVE DESIGN and CITY personnel during the term of this Agreement. 18.2 It is agreed that the services ~o be performed by RESPOMSIVE '!)ESIGN hereunder at"e for the sole use and benefit ,of CITY, CITY sh3ll apply reasonable means to ensure that the Product programs, or any portion thereof; on magnetic tape or disk or in· @ny other form, and related documentation are not reprod~ced, copied, ,printed, disclosed or made available by CITY or by any of its employees to any other person, firm or corporation. -10- l 18.3 CITY warrants that all CITY employees having access to for non-disclosure~£ inside information relative to the proprietary portions of the RESPONSIVE DESIGN systems. ARTICLE-19 SOURCE CODE. 19.l CITY shall be provided source code for all application software, both public domain and proprietary, at no additional charge. ARTICLE 20 RIGHTS UPON TERMINATION 20.l In the event of terminat~on by either party, CITY shall retain the right to the continued use, on~ non-exclusive basis of the application software in possession of CITY as of the date of termination provided, however, that in the event of cancellation of this Agreement by CITY, RESPONSIVE DESIGN shall have no obli~ation to sell, give or -otherwise transfer to CITY any rights or interest in future application software or source code of the software systems. 21.2 In the event that RESPONSIVE DESIGN shall, for any reason, cease to conduct business during the term of this Agreement, the non- exclusive and cont~nuing right to use the applicntion software delivered to CITY at the time of entering the Agreement shall automatically and without notice pass to CITY free of any additional costs, CITY shali, subsequent to such business termination, have the right to maintain and to modif) as it sees fit, all software but not the right to se(l, transfer or use for othe~s not included in this contract proprietary software applications, -11- ARTICI,E 21 DELIVERY 21.l Each software package, all documentation, and the necessary installation assistance shall be delivered nt the times and in the ord~r described in Exhibit "B". The delivery date shall be deemed to have been .. ~~c upon ~onstructive use by CITY. Constr~ctive use includes but is not limited to utilization by CITY of primary outputs such as paycheck•, uinancist reports, warrants, water bills, business tax certificates, and budgets in lieu -of its current practices. 21,2 If a delivery date as defined in Article 16 is delayed for more than th~rty (30) days after the scheduled delivery date as set forth in Exhibit 11 B", by reason of RESPONSIVE DESIGN failu.re to delive~ and excluding any periqd of time by which th~ CITY shall have the right to cancel the undelivered portion of that package. Upon such cancellation, CITY shall be immediately reimbursed all monies p.e.id by CITY for said package ,or otherwise credited as agreed upon by CITY in writing. AR!ICLE 22 TITLE TO PRODUCTS .... 22.l 1it1c and full ownership rights to the Proprietary prdducts licensed under this Agreement remain with RESPONSIVE DESIGN. The Products once developed und~r chis Agre~ment nnd Jicensed under this Agreement are . agreed to be RESPONSIVE DESIGN proprietary information nnd trnde secrets whether or not nny portion thereof is or may be validly copyrighted or patented. 22,2 CITY'S rights in nnd to the Products,·as'a result of this license, may not be assigned, licensed or otherwise transferred -12- I'{ voluntarily by operation of law or otherwise without RESPONSIVE DESIGN'S prior written consent, ARTICLE 23 RISK OF LOSS, DAMAGE OR DESTRUCTION 23.1 After the date of installation of each Product furni~hed . hereunder, CITY shall be respon~ible for p~Qtecting said Product from risk . I 0£ loss, damage or destruction. In the event of such loss, damage or destruction to any such Products or to additional Products furnished hereunder, the Products lost, damaged or destroyed shall be replaced by ·RESPONSIVE DESIGN, from the moet current available backup copy upon written request by CITY, and CITY shall pay therefore at RESPONSIVE DESIGN'S then current billing rate for such replacement J~rrlces. 23.2 Notwithstanding the provisions of ~ection'23,1, CITY ihall not be required to pay RESPONSIVE DESIGN for replacement services if the loss, damage or destruction occasioning such replacement services is caused by the fault or negligerice of RESPONSIVE DESIGN. ARTICLE 24 LIMITATION OF LIABILITY 24.1 RESPONSIVE DESIGN shall be liable for and shall indemnify and hold CITY harmless ag~inst any loss or damage arising from th~ fault or negligence of R!SPO~S!V! DESIGN , ic~ officirs, employeesJ agents and representatives. In no event shall RESPONSIVE Dr.SIGN'S liability under the provisions of this Section 24,l exceed the total prices paid or payable by CITY under the terms of this Agreement, except as ·provided hereinbelow • . 24.2 CITY shall be liable for and shall indemnify and hold ·RESPONSIVE DESIGN harmless against any loss or damage arising fTom the fault or negligence of CITY. its officers, employees, a~ent:s and -13- . , l ~ ~ • ., • , -. "' . ' .. : . . --. '. -"'\ . .. . ·. . ... -r-• \ representatives. In no event shall CITY'S liability under the provisions of this. Section 2l~.2 .excee.d ·i:he total proces paid or payable by CI'!Y under the termR of this Agreement, except as provided hereinhelow. 24.3 NotwithP~anding any limitation of liability set forth elsewhere in this Agreement, RESPONSIV~ DESIGN agrees to indemnify and hold CITY Harmless from and against any an~ all lia'bilities, losse·s, ~ dama~es, costs and expenses (including reasonable attorneys' fees) associated with anf claim or action against CITY, for infringement of any patent, copyright or similar property right, arising from the use by CITY of Products furnished hereunder, whether unmodified or modified, or any other materials furnished to CITY hereunder; and RESPONSI·,VE DESIGN further agrees to defend CITY with counset selected by RESPONSIVE DESIGN and approved by CITY against any such claim or action at RESPONSIVE DESIGN'i expense. CITY will use its best efforts to notify RESPONSIVg DESIGN in writing within thirty (30) days after receipt of ~otification of any such claim or action. RESPONSIVE DESIGN will use itj best efforts to give CITY prompt written nDtice of any such claim or action against RESPONSIVE DESIGN or any other user of Products hereunder or any other materials furnished by'~ITY: provided RESPOhSIVE DESIGN knows of such· claim or act-iou. 24.4 ~eithe~ party shall be liable to the other for any consequential damages. ARTICLE 25 FORCE NAJEURE 25.1 Neither party shall be responsible for delays or failures in performance resulting from acts beyond the control and without the fault of suuh party. Such acts shall include but not be limited to acts of God, strikes, lockouts, riotss acts of.war, epidemics, government regulations superimpcised after the fact, fire, communication line failures, earthquakes or oth9r disasters. ARTICLE 26 SURVIVAL BEYON~ COMPLETION 26.1 The terms, provisions, repr~senta_tions and warranties contained in this contract shall survive the delivery of the softwa~e and the payment of the purchase price, ARTICLE 27 BREACH -REMEDIES 27.1 RESPONSIVE DESIGN shall be in breach of the Agreement, and the Agreement may be rescinded by CITY upon written notice, and all ~onies paid shall immediately be returned to CITY by RESPONSIVE DESIGN upon the breach by RESPONSIVE DESIGN of any of the representations or. ~arranties contained herein. In addition to the right of recission, CITY shall have all other r~ghts and remedies provided by the Agreement or by applicable law. ARTICLE 28 COMPLIANCE WITH ALL LAWS 28.1 Each party agrees that it will perform its obligatiqns heraunder irr accordance with all applicable laws, rules, and regulation~· now or hereafter in effect. ARTICLE 29 PROHIBITED INTERESTS 29 .1 No official of the CITY who is authorized in such capacity \ and on behalf 0£ the CITY to negotiate, make, accept or approve or to take part in negotiat~ng, making, acceptin~ or approving any architectural, -15- 17 , .. ,. engineering, inspection, construction, or material supply contract or any subcontract in connection with the implementation of this system, shall btH:ome directly or indirectly i,ltel.'e:n.ed pe-rso1lal:ty in Uris A:greeme1it:. or in any part thereof, No officer, employee, architect, attorney, engineer or inspector of or for the CITY ~ho is authorized in such capacity and on behalf of the .CITY to exercise any executi'f.e, supervisory or other similar functions in connection with the performance of this Agreement shall become directly or indirectly interested perso~ally in this Agreemertt or any part thereof. ARTICLE 30 -WAIVER 30,1 No tetm or provision hereo~ shall be dejmed waiv~d and -00 breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived of ~onsented. Any consent by and party to, or waiver of, a breach by the other, whether express or implied, shall not cons"titute a consent to, waiver of, or excuse for any other ~i~ferent or subsequent breach. ARTICLE' 31 ASSIGNMENT AND BINDING EFFECT 31.1 Except as otherwise provided herein, this Agreement inures to the benefit of and is binding upon the parties hereto and their respective successors and permitted assigns. No assignment ~f this Agreement by either party shall be effective without the written consent df the other party. -16- ARTICLE 32 SEVERAB ..... ITY 32.1 The invalidity or unenforceability of any particular I' l I provisions of this Agreement shall not affect the other provisions hereof, and this Agreement shsll be construed in all respects as if such.invalid . t . or unenforceable provisions have been omitied. ARTICLE 33 ENTIRE AGREEMENT 33,1 This Agreement, together will all Exhibits hereto, constitutes the entire Agreement and understanding betµeen RESPONSIVE DESrGN and tITY concerning the subject matter herein, and· cancels, tef~inates and supets~des all prior understandings, representations, jromii~s~ proposals, or agreements, whether written or oral, ot an1 parties representing any and all subject matter contained herein. No -represent'ation or promis'e hereafter made by either pa.rty no.r any modification or amendment of this Agreement shall be b~nding upol,1 eii:h.er p~rty unless in writing and signed on behalf of ~ach by duly authorized ~epresentatives. ARTICLE 34 A~END~ENT, MODIFICATION OR WAIVER OF AGREEMENT 34.1 No amendments, modifications or waiver of this Agreement or any of its pr6visions shall be binding upori the parties hereto unless made A failure of either party to in writing and duly signed by both parties. this Agreement to enforce at any time any of tho provi~ions of this Agreement, or to exercise any option which ij he~ein provided, or to require at any time performance by either party to this Agreement of any -17- l L . of the provisions hereof, shall in nq way be construed to be a waiver of such !)rovisions of this Agreement. Any waiver by either par!:y h.ere.t.o o.f any provision hereof shall be deemed to be a specified, limited waiver, and shatl not be deemed to he a continuing waiver of any other provision hereof. ARTICLE 35 - 'NOTICES 35.1 All notices under this Agreement shall be deemed to be duly given upon 9elivery, if delivered by hand (against receipt); or ~hree days after posting if sent by registered mail, return receipt reques~ed; to each party hereto at the addresses herein below set fdrth as follows: · TO qITY: With copy to: TO RESPONSI1E DESIGN~ Cit y o f C a"r 1 s bad 1200 Elm Avenue Carlsbad, CA 9200! Attn: Frank Aleshire, City Manager Vincent F. Biondo, City Attorney 1200 Eim Avenue Carlsbad, CA 92008 Design, Inc., Avenue 9262'1 Responsive 122 Viking Brea, CA Attn: Walter Ohlig -18- IN WITNESS WllEREOF, the parties hereto have executed this Agreeme~nt i,n ~up.l.icat.e effe_ctive the day and year first above written. CITY ·OF CARLSBAD, a municipal cor1?? / ...... ~· By~~dJ .Mayor .. ~ RESPONSIVE DESIGN, +NC. a California co~poration By~o~ Pr'esident ~. •, -19·- l r f EXHIBIT A AesPONSIVE CesmrJ, tNc. : · Q U O T A T I O N ~ESEAi:l~H & CeveLOPMeNT i~lViKii~U',,\~;:Nu:: t :.:n!!A.CA!.!FO$=!Nf-\92~?1 _ --__ -71•1~804_•1904 •• n r ___._,, t1.•s•sr111MAI sa 11/111:iM ►...,.,-►&t -m.:wwa nmn ■rm_,_, - November 9,1981 CONTRACT PROGRAtlb~ING AND CONSULTATION: 1. Implementation o: the Tulare County Department of Education Payroll'/' Personnel and Financial System (PPFS). Consultation with and 1 training of staff during test, para1lel' and initial production runs; including two days of in-service by Sam Adams, Tulare County Department of Education. ?. Modification of the Payroll/Personnel System to meet Carlsbad's requirements for Salary Administration, Benefit Portfolios and Educational Surveys. $1,500 •' 3. -Modification of Financial System to include. vendor history, one-time vendors and other customization. $1,500 4. Revi s'ion of financial reports to provide better selection capabilities and multiple levels of totals. $ 1,500' 5. Maintenance of current account balances for on-line inquiry, reporting and automatic checking of unencumbered ba1ances by the Accounts Ptyab 1 e subsystem. $ 1,500 6. Implementation and conversion of the Fixed Asset system and programming · . of depreciation calculations. $-1,500 Yours very truly, RESPONSIVE DESIGN, INC. J/ &~~ [Ju',_, Walter Ohlig President TOTAL: . EXHIBIT A Aes1=20NSt\i'e OeslGN, 1Nc. : AeseA~c~·1's c;~~~·OPMENT Q U O T A T I o N 122 VIKING AVl:IJI_IE • OREA, CAllFCJRNIA 02621 ........ rm l CR -••◄ s; H¥9W'AlaJ • 714,034,1004 ....., t November 9, 1981 . Utility Billing and Accounts Receivable System, proprietary package including source code fu],ly integrated with the Payroll/Personi1el and 'Financial System (PPFS). . Installation and Training Deliver~: 30 days from receipt of purchase order. Yours very truly, RESPO:'lSIVF. DE5IGN, INC. ;JahL~~~ ( J Walter Ohlig President $5,000. $ 1,.000. DATE· ·- .. 1-31-82 2-28-82 3-·31-82 4-30-82 EXHI,BIT .. A PROPOSED APPLICATION SOFTWARE PAYMENT.SCHEDULE AMOUNT $2,625 2,625 2,000 2,625 2,000 2,625 2,000 $16,500 TASK COMPLETED 25% financial system 25% financial system 33% utility system 25% financial system 33% utility system 25% financial system 33% ut~lity system PROPOSED SOE'TWARE INSTALLATION SCHEDULE APPLICATION 1. Financial system ' 'J'l\SK Tmplementation Tulare syst~m Conversion of data ent~y screens and report headings Initial Customization - Vendor and budget subsystems Change check formats to Carlsbad requirements Phase II customization of financial reports, .budgeting and accounts payable subsystems Data convers_ion, co·ns~ltation, · training, and parallel producti9n runs • · ... DATE Dec Jan--Feb March. -.-~: _____ ...;;.;;;,;;.:;... _ _;~:._-...:.::.:.::-:.l-1~ l. :, 4,)• • ==::i ~ t:j a H ttl H 8 t::, I : ........ --.. 1-• __ _. ___ • _! /.J ii' APPLICATION 2. Payroll - Personnel system I '!'ASK Implementation Tulare system Conversion of data entry screens and reports Conversion of payrql1 system to bi-weekly, postive time reportin~ system customization to specific City requirements -pay.roll deduction history, retirement system; DE-3 reports Change check formats to Carlsbad requirements Phase iI Payroll custo~ization including personnel reports, salary administration, and benefit portfolio Data conver-sion con~ml ta tion, training, parallel product~on runs ~..,; . ,. ·'•i~-i Dec DA'l'E Jar:--Feb ~; -~,: .. , ,. ,.. . ·~ ... ... -... > •• :~~·~~-~~·.-~·: .. _. ,;. > • March;....,._ ... ' # t:J X :::: H to H t-3 tlJ ,,, ·1·----- ,;. ...... :, l.__i ---~ (1 APPLICATION TASIC 3. Utility Billing-Review and documentation-of Accounts Receivable -system requirements system -Development of report formats anrl screens -Customization to specific City requirements -integrate with financial system . "'~ Phase II customization, reports and data base subsystems Data conversion, consultationr training, parallel production ,runs DEC' DATE Jl\.N--FEB MAR(~H ::=======:i -,,* . ~:1 ~ ~?-;--; ··, ... ,# ".. • t""'►i-.. ~, ... _ .. ·-_....,,_a_,,_..,,,."".,,.!/,<:C,rM:',·;,S~,..--,· -__ :,::~·-;;>"~ ,.._ _.-.".~-;..,., " .. ,., ......... ~-.. ~----· ,: n ,,, tTj =:'.: ... H t::l H 1-3 ::::, ,~ <:1:{ APPLICATION 4~ Fixed Assets- Sour~~.Invento~y 'l'l\SK Review and documentation of system requirements Develop report screens and .forma~s -. Customizat±on to specific City ~equirernents -·uata conversion, training, parallel production run ;1~ ,~t ,,j. , ...... ~ ~ * DEC. \ DATE JAN :FEB ~ ... '}i,-• ,, . ~.,. MAR(;H e :::::::> -c:=· ==== , ) trj X .... -H 0, H 1-3 U1 .:_:, DATE TO FROM December 1, 1981 City Manager Finance Director SUBJECT: Recommended action on computer software package Recommendation: Based on our research of computer software (programs) avatlable to run on the Hewlett-Packard computer system, I recommend that the City accept the proposal of Responsive Design, Inc. to modify and install public doma.in software for both accounting and payroll systems. I also recommend that the City accept the Responsive Design proposai for proprietary utility billing software. Discussion: As you are well aware, fhe City has experienced substantial diffi- culty in ~nstalling the computer software originally purchased from the Public Agencies Data Systems (PADS). After many months of non-performance, PADS has agreed to withdraw from this engagement with no compensation for software. The City has agreed to pay PADS for the Hewlett-Packard hardware plus sales tax. The Finance staff has been researching the possibility of replacing the PADS software ever since it became evident that PADS would not perform as promised. We have contacted ten cities, several water district~, school districts and private software suppliers,. We have reviewed the most suitable software from these sources and have selected the best alternative from the available field. The recommended software system is a combination of "free" public domain software from the Tulare County Department of Education, and vendor provided customized software. The whole package can be installed for slightly less than the original system price as proposed by PADS. Proposals for computer software have been received from the following sources: -1 - Vendor/Source George Tamas & Associates Victor Valley Computer Systems McCormack & Dodge Responsive Design Inc. Packages Included Proprietary Finance, Payroll, Fixed Asset and Utility Billing systems Proprietary Finance, General Ledger, Payroll, Accounts Payable, Fixed Assets and Utility Billing systems ~roprietary General Ledger, Finance and Accounting systems Modification of Public Domain system for Finance, Payroll, Contract Management and ~ixed Assets systems Proprietary Utility Billing system Responsive ·Design Total Price $30,000 (l) 20,000<2 > 29,500 15,000 6,000 21,000 ( l) The Tamas proposal also included a $2,000 to $2, s·oo per-month software maintenance contract of up to two years. <2 > Victor Valley computer estimate -not including monthly software maintenance of $500 per.-month. George Tamas a~d Associates presently provides computer software support to about 17 Orange County cities. His proposal includes· software packages not presently installed on any system and requires the conversion of software from General Automation Eq~ipment. His proposal would have cost the City about $78,000 over two years. The Victor Valley Computer Systems proposal was comprised of soft- ware presently used by the City of Victorville and several commercial clients in the Victorville area. This proposal offers a fairly complete municipal accounting package at a reasonable price. Review of the accounting package indicates some weaknesses and modification requirements. Carlsbad represents the first city other than Victor- ville that this vendor is attempting to support. Technical support is qestionable due to logistics, staffing and vendor committment. -2 - McCormack and Dodge offers a comprehensive General Ledger account- ing system designed primarily for private corporate application. This alternative is unacceptable due to price ($29,500 for G.L. application alone), lengthy program conversion effort, and lack of technical expertise readily available on site. The Responsive Design proposal is based on the use of Public Domain software available to any government free of charge fro~ the Tulare County Department of Education. This system, called the Payrqll Personnel and Financial system (PPFS) was developed through the use of public funds by the Department of Education. The $15,000 cost quoted by Responsive Design is based on various modifications the City has required in the basic operation of the system. Each modification has been separately priced by the vendor. This system is presently in use at over 50 school district offices in Tulare County and the City of Atascadero and Santa Cru?• The Utility package is based on the modification of proprietary software. The rate structure utilized by Carlsbad ln -Utility Billing does not lend itself to the use of "canned" billing packages. The Finance staff has already acquired and installed the Tulare County Department of Education software i~ order to prove its usability. Responsive Designs has been asked to complete $4,500 worth of work on modification of input and output portions of their system. If approved by Council on December ~5, 1981, the remaining portion of the $15,000 package T$10,500) will be ordered along with the Utility system. ·rhe target date for operation of all systems will be March 31, 1982. -3 - DATE: NOVEMBER 2 5, 1981 TO: JIM ELLIOTT ~ FROM: Frank Rowlen SUBJECT: HEWLETT -PACKARD SOFTWARE SEARCH Prior to the failure of the Public Agendes Data Systems soft- ware installation at Carlsbad, the Finance staff coITu.~enced an investigation of alternative software sources compatible with our HP3000 computer that would also serve our municipal software application needs. Initially, our search centered upon public domain software offered by the Tulare County Department of Education, with implementation and customization to be provided by Responsive Design, Research and Development, a municipal software support contract programming firm. Prior to the iailure of Pa6s, our initial effort wa~ to explore an .alternative ·soft- ware source in order to have a .:allback position readily av,;1.ilable to us should thP. constructive use of the Pads system not materialize. Upon the termination of our contract relacionship with Pads, our effort immediately turned towards an extensive software search of Hewl~tt -Packard compatible municip~l software applications. In order to insure that our software selection was the most reasonable in the marketplace, inquiries were made to cities utilizing HP3000 hardware to determine software application capabilities, software source vendors, and if the software was 11 liftable 11 to fulfill Carlsbad's application software needs. The results of our survey are as follows: Application Vendor or City Software In House Liftable Satisf;irti011 . --· ---~-·-- Beverly Acct.,G.L. In House & No-pro-acceptable· - Hills Purchasing, Aires-Pobos prietary still mod.i'.fying Utilities Aires Do\vney Utilities, G.L. In House+ no-con-conversion from Acct.,Payroll Vendor version Honeywell-not customized ·satisfied-patched 1UE system Gardena G.L. ,Acct. In House •· No -cus-11ortr ari-wor king Budget, Fortran tomi.zed well-some time on Purchasing, conversion conversion, good Payrol.l documentation Mountain G.L. ,Acct., Vendor-Aires No -pro-Acct. developed i View Payroll, Pobos·-prietary ' 7 6 , converted Purchasing Prepa~'; school system,pro gram editing n required -utilit y from Pads {) November 25, 1961 Page 2 Subject: Hewlett -Packard Soft.wal'.'e Search Application Vendo:r.: or J. .v Software In House Liftable Santa NSF Payroll IBM System 3 Public Cruz Utility,G.L. Utility-In Domain Acct., Payroll House,Police Posse,Cass, INSF Rept. Manpower all public domai Santa FMS,G.L.Acct. Vendor-Aires No -pro- Monica Payroll, Lie. Pobos + In prietary, Fire,Police, House,Pay-some in Library roll,Util. house Vallejo FMS,G.L. In House Possibly- Payroll, customized Water Acct. conversion Budget Monterey G.L. ,Acct., Vendor-Tamas No -pro- Park Payroll, Package prietar.y Utilities, Purchasing Fullerton G.L. ,Acct. Vendor -No -pro..: Payroll Tamas prietary Budget Package Utilities Purchasinq Satisfaction Planned Atascadero 7-1-82 target Acct. system conversion Acct.Pay postponed- large amt. public domain software Software same as Beverly Hills, school syster<1, works well Pleased with Acct. & Payroll,oper- ational 7-76. Ref. Santa Cruz tech. help dif£iculties Rea·sonable, based upon vendor service Reasonable based upon vendor service Results of this survey indicated that three cities, Beverly Hills, Mountain View, and Santa Monica utilize municipal software marketed by Aires. Two cities utilize software of Tamas and Associates. Downey, Gardena, and Vallejo have developed their software in house. Santa Cruz has a large public domain software base. Software is proprietary or customized -developed in house. Cities are reasonably pleased with their software, yet modifying it to meet current needs. In order to expand our software search, we contracted our Hewlett Packard representative to obtain a list of private sector vendors supplying municipal application software. Victor Valley Computer offers a complete municipal accounting package at a reasonable price. Review of their software shows some weaknesses and vendor support is questionable. McCormick and Dodge offers an accounting package, yet the price is excessive, and conversion lengthy. George Tamas and Associates offers a municipal information management system utilized by a number of cities. Software maintenance costs defeat this alternative, while user satisfaction is marginal. November 25, 1981 Pa~e 3 Subject: Hewlett -Packard Software Search After evaluating software alternatives, we believe that the public domain software from the Tulare County Department of Education, marketed by Responsive Design, Research and Develop- ment, offers Carlsbad the best software for our system. our considerations for making this selection are as follows: 1. The software, including source code, is public domain software available to Carlsbad for a very minimum of cost. 2. The software meets or exceeds our application software needs. We have installed the software on our system and have run test data to verify software capabilities. 3. Responsive Design has the technical capabilities to modify the application software packages to meet the customized needs of Carlsbad. 4. Responsive Design will he working on site during software installation and data conversion. This factor is very crucial to a successful installation. On site expertise will allow Responsive Design to train our staff effectively in the system operation. Implementation, training, data conversion assistance, and the availability of technical resources on site all will be provided by Responsive Design. 5. Further delays in bringing the Hewlett -Packard system ~P to operational status will result in real costs to Carlsbad. The cost of a 3 month extensive software search is as follows: Singer System maintenonce 700/mo x 3 mo. staff time 45 hrs. mo. x 15.00 x 3 mo. Additional payroll conversion costs by not meeting 1-1-82 target Total Recommendations = 2,100 = 2,000 = 1,000 $5,100 To accept the proposal of Responsive Design, Research and Develop- ment,to install the Tulare County Department of Education public domain software on the Carlsbad HP3000-30 computer. Installation will be done in the following phases: 1. Bring up the financial and payroll applications byl-21-82. Provide staff training, build data bases. 2. customize financial and payroll systams to Carlsbad's specific needs. Continue building data bases and staff training. November. 25-: l9Rl Page 4 Subject: Hewlett Packard Software Search 3. Install utility billing application software. Build data base and train staff. We anticipate that total system conversion will be accomplished by 3-31-82. Please refer to a copy of the Responsive Design proposa·l included for your review. FRANK ROWLEN Assistant Finance Director FR:ldg Att.