HomeMy WebLinkAbout1982-01-19; City Council; 6864; Award of Contract for Software ServicesCl
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· 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.
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Memo to Finance Director, dated November 25, 1981 -Regarding Software Search
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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 !;"
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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
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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
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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
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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
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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
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RESPONSIVE DESIGN. Training will includ~ ·c·wo days of in-service
consultation by Sam Adams, Data Processing Manager, Tulare County
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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
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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: .•
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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
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such claim, in CITY'S name, but at RESPONS~YE DESIGN expense and shall
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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,
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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
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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
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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.
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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
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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.
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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,
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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
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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
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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
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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,
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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
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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,
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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.
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ARTICLE 32
SEVERAB ..... ITY
32.1 The invalidity or unenforceability of any particular I'
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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
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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
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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~
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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
~..,;
. ,.
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DA'l'E
Jar:--Feb
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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
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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
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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.