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HomeMy WebLinkAbout1993-12-14; City Council; 12510; COMPUTER AIDED DISPATCH SYSTEM AND NETWORK UPGRADE, , \ -> Q 9 2 2 2 2 a d g 3 0 0 I- o ( AB # 12; si o TITLE: COMPUTER AIDED DISPATCH SYSTEM DEPT MTG. 12-IY4’3 AND NETWORK UPGRADE CITY CITY DEPT. RECOMMENDED ACTION: 6 9- CI~OF CARLSBAD - AGE* BILL FIR/POL Adopt Resolution No. 53-33’6 authorizing the Mayor to execute an agreement with PRC Public Management Services Incorporated for the purchase of computer hardware and software to upgrade the Police and Fire Departments’ computer aided dispatch (CAD) system and to approve the purchase of computer network replacement computers. ITEM EXPLANATION: The Police and Fire Department’s CAD system was installed in 1986 and serves Police, Fire and emergency medical operations. The system is seven years old and is operating on the original single computer. The system is reaching obsolescence and aging to the point that increased service, maintenance and failures will begin to impact the department’s ability to keep the system running at acceptable levels. The Police Department is recommending upgrading the system to: 1. Provide the needed redundancy the system has been lacking by replacin$ the current single computer with new dual computers and peripheral equipment. 2. Allow system maintenance without having to take the CAD system out of service; there is only one computer. 3. Increase the system speed with newer, faster computers. 4. Enable the department to enhance the system in the future without having to add additional main computing power. Future requirements such as a new ARJIS interface or adding records management sohare, etc. will require a dual computer configuration.The CAD upgrade is a sole source procurement. The CAD system is a proprietary system and only the hardware is being upgraded. The current dispatch software and operating system will remain the same. This request includes the upgrade of the existing noninterruptable power supply (UPS) system to accommodate the CAD upgrade. The UPS is an integral part of keeping the system in operation during power outages and power surges and in conditioning the electrical supply to sensitive compute equipment. The Fire Department is requesting to upgrade their CAD data lines and equipment to fire stations to take advantage of the improved performance and free Pacific Bell Telephone line installation. The Police Department is requesting the replacement of the existing voice logging recorder which is beginning to require more frequent maintenance and has had increased failure rates. The recorder is an essential part of the dispatch 9-1-1 emergency system. The recorder is a sole source procurement since the system call directors which the recorder connects to are not being replaced. w I. a e , - PAGE 2 OF AB# 12,510 The Police Department is requesting the replacement of the existing voice logging recorder which is beginning to require more frequent maintenance and has had in( failure rates. The recorder is an essential part of the dispatch 9-1-1 emergency sys The recorder is a sole source procurement since the system call directors which thc recorder connects to are not being replaced. The Police Department currently has several network desktop computers that are need of upgrading. The purchase of CPUs, keyboards and software for these units improve the network access for these units. In addition, funds are requested to pu software to standardize all existing desktop computers and for network modems to dial in access. FISCAL IMPACT: CAD system . $ 307,000 Computer network upgrade: 58,700 Contingency Fund 30,000 UPS System 27,000 Fire Department data line upgrade 27,000 TOTAL $ 484,700 Logging Recorder 35,000 The city currently has an unappropriated fund balance of $1,559,951 in the Police 1 Forfeiture fund and $70,000 in the Information Systems Data Processing fund balax Staff recommends the appropriation of $414,700 from Asset Forfeiture and $70,00( the depreciation account to fund these purchases. All Fire Department equipmen replaced as part of the CAD upgrade would be funded from the depreciation accoi funds in order to comply with Asset Forfeiture requirements. The contingency fun1 for the purpose of accounting for any price increases and/or any change orders to 1 project. EXHIBITS: 1. Resolution No. 93-336 . 2. PRC Agreement & Deliverables. 3. Equipment List. c I‘ .. k- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 e e RESOLUTION NO. 93-336 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE UPGRADE OF THE SAFETY CENTER’S COMPUTER AIDED DISPATCH AND COMPUTER NETWORK WHEREAS, the Computer Aided Dispatch system at the Safety Center is years old and is becoming obsolete and is requiring increased service and mainte WHEREAS, the failure of the system would impact the Police an Departments’ service levels. WHEREAS, it is necessary to upgrade the CAD system. WHEREAS, it is necessary to install additional hardware and software to availability of the data. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ca California, as follows: 1. 2. That the agreement between the City of Carlsbad and PRC Management Services (PRC) is approved and the Mayor is authoi sign and execute the agreement. That pursuant to City Ordinance 3.28.090(4), the procurement is source purchase. That the purchase of all related equipment and installation is approved. That the above recitations are true and correct. 3. 4. I/ d .I ” 1 2 3 4 5 6 7 8 9 10 11 l2 13 l4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 a 1) 5. That appropriations of $419,700 from the Police Asset Forfeiture balance and $70,000 from the Data Processing Fund balance is hc authorized. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbac Council held on the 14th day of DE- , 1993, by the following vc wit: AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Finnila NOES: None ABSENT: None APPROVED AS TO FORM AND LEGALITY: -- RONBALL / y 7/7 3. City Attorney Mayor ATTEST: J/&&tiL$. &, ALETHA L. RAUTENKRANZ City Clerk (SEAL) PRC Public Sector Inc. 946 Town and Country Road Orange, CA 92668 Fax 714-543-9765 71 4-543-341 4 0 PRC November 17, 1993 City of Carlsbad CAD M-1683 ORQ4723 Captain George Suttle City of Carlsbad Police Department 2560 Orion Way Carlsbad, CA 92008-7280 Subject: Dear Capt. Suttle: PRC is pleased to provide you with the attached update to our previous proposal to upgrade the City’s CAD hardware platform. This quotation letter carries a different number thar the previous letter dated November 3, 1993, and should be considered a replacement for it At your request, PRC has added the following hardware items to the original list ol deliverables : Submittal of Updated CAD Upgrade Proposal Qty Description 6 LA310 dot matrix printers 6 LA3lX desktop printer stands 6 6 BC16E printer cables H8575 MMJ to DB25 cable adapters PRC also took the opportunity to adjust upward the required number of VMS licenses you will need on the proposed CAD platform. This change corrected an oversight in the previous quotation. At the same time, PRC increased your trade-in allowance and reduced the cost of PRC integration services slightly. A new system diagram has also been provided in the attached revision of Exhibit A. Exhibii B has been reworked to reflect the change in the hardware costs. All other exhibits from the previous quotation remain unchanged. As a final note, PRC is still attempting to gather information regarding AVL pricing. We will provide it as soon as possible. 0 0 x. Capt. George Suttle Page 2 City of Carlsbad Police Department November 17, 1992 Please contact me at the number above if I can provide any additional information. Sincerely, gLlddl&/jI L 6- pw(L Laurence J. Tenison Director Southwestern Operations cc: Gene Karnes Lee Lance Galen Workman Phil Sewald Quotation File Attachment: Revised Exhibits A and B for Providing CAD Upgrade Services to the City of Carlsbad L 0 e L AGREEMENT BY AND BETWEEN CITY OF CARLSBAD AND PRC PUBLIC SECTOR INC. (A DELAWARE CORPORATION) * FOR CAD SYSTEM UPGRADES December 15, 1993 0 e AGREEMENT THIS AGREEMENT is made and entered into as of the date executed by Custome between PRC PUBLIC SECTOR, INC., a Delaware corporation with a place of busine: at 1500 PRC Drive, Mail Stop #6S1, McLean, Virginia 22102, hereinafter referred to a "PRC', and the City of Carlsbad, hereinafter referred to as the "Customer". NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF AGREEMENT. This Agreement specifies the contractual terms an conditions by which Customer will procure services from PRC, including, but not limited to procuring the computers and associated equipment, providing technical resources to preparc custom programs and technical services in implementing the CAD system upgrade. Sucl services shall conform to PRC's letter dated November 17, 1993 (ORQ4723). PRC shal prepare and furnish Customer with an Implementation Plan (P). The Implementation Plai shall contain the Acceptance Plan. Customer shall approve the IP document withii thirty (30) days of receipt, or respond with reasonable specificity to any aspects of the Il with which it disagrees. Upon approval of the IP by Customer, it shall supersede all othe documents for technical implementation of the work. 2. ORDER OF PRECEDENCE. In the event of a conflict in interpretatioi between any of the applicable Agreement documents specified below, all incorporated b, reference, any such conflict shall be resolved by giving precedence in the following orde most recently dated document first: (a) the Implementation Plan upon approval by Customer; (b) this Agreement and any Exhibits, Attachments or Amendments; (c) PRC's quotation letter dated November 17, 1993. 3. TERM OF AGREEMENT. The term of this Agreement shall begin upor receipt of the executed Agreement by PRC and shall continue through the implementatior of Customer's System and warranty period unless sooner terminated or extended a: hereinafter provided. Page 2 December 15,1992 * 0 0 b 4. CHANGES. Customer may require changes in the scope of work, servicc and/or equipment to be performed or provided by PRC hereunder. All such changes, whic are mutually agreed upon by and between the parties, shall be incorporated in writte amendments to this Agreement. All such amendments shall state any increase or decrea: in the amount of the compensation due PRC for the change in scope and/or schedule, any. 5. CLARIFICATION PROCEDURES. Customer shall have a maximum of fiftea (15) calendar days from the receipt of written correspondence from PRC in which t respond, in writing, to the clarification, proposed solution or any other situation requirin a written response from Customer. If Customer believes the contents of suc correspondence does not conform to the requirements of this Agreement, or otherwis disagrees with such correspondence, it shall so notify PRC in writing within the above-state fifteen (15) days, defining in detail such non-acceptance. In the event Customer finds th content of the correspondence conforming to the requirements of this Agreement, it shal within the above stated (15) days, notify PRC, in writing, of this fact, and such notificatio shall constitute final acceptance of the content of the correspondence delivered. Shod Customer fail to respond within fifteen (15) days, the content of the correspondence sha be deemed accepted. 6. STANDARD OF PERFORMANCE. PRC shall certify, in writing, to Custom€ when said System hardware and software supplied by PRC hereunder is installed and read for use. The system shall be ready for use when the functional testing, as defined in thc Implementation Plan has been completed. The reliability period, a period of thirty (30 calendar days, shall commence within five (5) days of date of certification at which tim operational control becomes the responsibility of Customer. It is not required that on1 thirty (30) day period expire in order for another reliability period to begin. If said System operates on-line at a level of effectiveness of ninety-five percent (95% for a period of thirty (30) consecutive days from the commencement of the reliability period it shall be deemed to have met Customer’s standard of performance for the system. Thl level of effectiveness is a percentage figure determined by dividing the total systen operational time (time the system was available in a production status to on-line users) b the number of hours in the performance period [(30) days x 24 hours per day = 720 hours: Downtime caused by equipment not supplied by PRC shall be included in the number o hours in the production status. 7. ACCEPTANCE. Upon successful completion of the reliability test, the systerr shall be deemed accepted and the warranty period begins. Page 3 December 15,199: 0 0 - 8. FACILITIES. During the course of this Agreement, Customer shall provid PRC's personnel with adequate work space and such other related facilities as may b required by PRC to carry out its obligations enumerated herein. 9. LICENSE. PRC grants to Customer a non-assignable, non-transferrable an non-exclusive license to use the proprietary computer programs and documentation provide under this Agreement. Customer understands and acknowledges that the software ant documentation is and shall remain proprietary in nature and constitutes confidential tradc secrets. Customer agrees that it shall not knowingly, without the prior written consent o PRC, directly or indirectly disclose, proliferate, provide or otherwise make available, o permit, any disclosure, proliferation, provision of or making available of, the software o documentation in any form, in whole or in part, to any other person, firm, corporation government agency, association or other entity. Further, Customer agrees that it shall no1 without the prior written consent of PRC, copy or reproduce (except as necessary fo archive, diagnostic, back-up, emergency restart purposes or any other uses required sole1 by Customer), the software or documentation, in whole or in part. Neither the licens granted to Customer by PRC nor the software or documentation may be, in whole or i part, assigned, sub-licensed or otherwise transferred by Customer without the prior writtei consent of PRC nor may Customer knowingly, directly or indirectly, permit any use of tht software or documentation, in whole or in part, by any other person, firm, corporation government agency, association or other entity, without the prior written consent of PRC 10. SOURCE CODE. Source code unencrypted and in machine readable form an( related program documentation for all the PRC application software modules installed wil be provided to Customer, and is included at no additional charge to Customer. Source cod6 and program documentation will reside on disk. Such source code shall be subject to tht licensing provisions as set forth in Section 9 hereof. 11. WARRANTY; REMEDIES. Warranties. a. For a period commencing on the date of successful completion of the reliability test and one year thereafter, PRC warrants that (i) the software provided by it under this Agreement shall perform in accordance with the Implementation Plan; and (ii) the services performed by it under this Agreement shall be performed in accordance with the ordinary skill and care which would be executed by those who are knowledgeable, trained and experienced in rendering these types of services at the time such services are performed. The warranty for Digital Equipment Corporation equipment provided by PRC under this Agreement shall be in effect for one (1) year from date of installation. Preventative maintenance for Digital Equipment Corporation equipment is included in this warranty. The warranty and maintenance for MDT equipment and other non-Digital equipment shall be in accordance with the provisions received from the supplier. THESE Page 4 December 15,1993 e 0 WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHE INCLUDING, BUT NOT LIMITED TO, AMY WARRANTY 0 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AN ANY WARRANTYWHICH MAY ARISE BY REASON OF USAGE OR TRAD OR CUSTOM OR COURSE OF DEALINGS. b. Remedies. (1) If, during the warranty period specified in Section i above, Customer (a) discovers that the equipment provided by PRC under th Agreement is not in accordance with the express warranty set forth in Sectic a., and (b) notifies PRC in writing, of such, then PRC shall, without charge i Customer and on behalf of Customer, be responsible for the enforcement c or will perform without charge, the applicable obligations which the supplic of such equipment may have with respect to repairing or replacing su( equipment to the extent necessary to correct such defects. WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLlEl (2) If, during the warranty period specified in Section a., above, Custom( (a) discovers defects in the software provided by PRC under this Agreemer such that the software will not perform in accordance with the express warran set forth in Section a., and (b) notifies PRC, in writing, of such defects, the PRC shall, without charge to Customer, correct such defects. (3) If, during the warranty period specified in Section a., Custom( (a) discovers that the services performed by PRC under this Agreement had nc been performed in accordance with the express warranty set forth in Section i and (b) notifies PRC in writing of such faulty services, then PRC shall, withoi charge to Customer, reperform such services to the extent necessary to corre the fault therein. (4) Every claim that PRC's goods or services are faulty shall be deem waived unless such claim is made in writing during the warranty peric specified in a. above. (5) THE REMEDIES SET FORTH IN THIS SECTION B. ARE IN LIE OF AND EXCLUDE ALL OTHER REMEDIES AVAILABLE TO THE CI'I RELATING TO WARRANTIES FOR PRODUCTS AND SERVICE PROVIDED UNDER THIS AGREEMENT. 12. MAINTENANCE. All maintenance of DEC equipment and PRC applicatioi software will be addressed in the existing Master Maintenance Agreement between PRC ar the Customer. Page 5 December 15,19 e 0 13. CONTRACTOR PERSONNEL. PRC shall assign only competent personnel 1 perform services pursuant to this Agreement. Customer retains the right to reque removing PRC personnel from the project by giving written notice to PRC. 14, CONTRACT AMOUNT AND PAYMENT SCHEDULE. Customer shall pay PRC, for equipment provided and services performed by PRC hereunder (Exhibit "A' progress payments in the amounts set forth on the Payment Schedule (Exhibit "B"), attache hereto and hereby incorporated herein and made a part hereof by reference. This is a fixr price lump sum contract. 15. SALES AND USE TAXES. Customer shall be liable for all federal, state a~ local sales, use and excise taxes which become due as a consequence of this Agreemer Customer shall be liable for any increase in tax rates or change in the scope of tz assessments whether due to changes in any statutes or interpretation by any taxing authorit Customer shall not be liable for the payment of such taxes, provided it sha furnish to PRC an exemption certificate sufficient to exempt PRC from the payment of a such sales, use and/or excise taxes. Should any such certification furnished not be sufficiei to exempt PRC from the payment of such taxes Customer shall indemnify PRC for th payment of all such taxes assessed. 16. DISPUTES. Except as otherwise provided in this Agreement, any dispul concerning a claim or controversy arising under this Agreement, which is not otherwis disposed of by the parties, shall be settled by either of the following methods of arbitratioi (a) Formal. Dispute will be settled by arbitration in accordance with the rulc of the American Arbitration Association, and judgment upon the award rendered by tl- arbitrator(s) may be entered into a court having jurisdiction thereof. (b) Informal. Disputes will be settled by an arbitration board consisting c three members selected as follows; 0 0 0 One member selected by Customer One member selected by PRC One member selected jointly by both Customer and PRC. Page 6 December l5,19S L 0 0 17. FORCEMGTE URE. In the event that, due to causes beyond the control of ar without the fault or negligence of PRC, PRC fails to meet any of its obligations under th Agreement, such failure shall not constitute a default in performance, and Customer shz grant to PRC such extensions of time and make other arrangements, additions, or revise payment as shall be reasonable under the circumstances. 18. TERMINATION AND DEFAULT. (a) Termination for Cause. If PRC should be adjudged bankrupt or shou make a general assignment for the benefit of its creditors, or if a receiver should t appointed on account of its insolvency, Customer may terminate this Agreement. If PR should persistently or repeatedly refuse or should fail, except in cases for which extensic of time is provided, to provide enough properly skilled workers or proper materials, ( persistently disregard laws and ordinances, or not proceed with work or otherwise be guil of, a substantial violation of any provision of this Agreement, Customer shall give PR thirty (30) calendar days written notice. Upon receipt of such termination notice, PRC sha be allowed thirty (30) calendar days to cure such deficiencies. (b) Termination for Convenience. The work may be terminated, in whole ( in part, by Customer at its sole discretion upon written notice to PRC, whenever, for x reason, Customer shall determine that such termination is in its best interests. Such notic to be effective must be in writing and tendered to PRC at least fourteen (14) days prior 1 the therein specified effective date of termination, during which period PRC will endeavc to minimize appropriate costs prior to termination. Upon receipt of such written notice ( termination, PRC shall within ninety (90) days after the date of termination, file an invoic for all work performed and all charges incurred by PRC (including a reasonable profi under the Agreement'to date of the effective date of termination. Customer shall pay su( invoice within thirty (30) days of receipt. (c) Funding Out. Customer may terminate this Agreement in the event r funds are appropriated by Customer in any fiscal year provided Customer gives PRC at lea ninety (90) days advance written notice of such non-appropriation. Customer sha nonetheless reimburse PRC for all costs incurred or committed to PRC (including reasonable profit) prior to the date of termination. In any event, PRC may retain a payments received from Customer through the effective date of this Agreement. 19. ASSIGNMENT. Neither this Agreement, nor any portion thereof, may k assigned, by either party, without the written consent of the other party being first obtainec Any attempt to assign any performance of this Agreement without the written consent ( the other party shall be null and void and shall constitute a breach of this Agreement. Page 7 December l5,19! 0 e 20. PATENTS. PRC shall indemnify, defend, and hold free and harmless Custome its officers and employees from all liabilities, claims, damages, costs, or expenses, includin but not limited to attorney's fees, imposed upon them or any of them, for any allegc infringement of patent rights or copyrights of any person or persons in consequence of tl use by Customer, its officers, employees, agents, and other duly authorized representativc of articles or processes supplied to Customer by PRC under this Agreement. If a final injunction is obtained in such action against Customer's use of the producr or if in PRC's opinion the products are likely to become the subject of a claim ( infringement, PRC will, at its option and entirely at its expense, either: (a) procure fc Customer the right to continue using the products; (b) replace or modify the same (provide that such modifications do not adversely affect Customer's intended use of the products) s that the products become non-infringing; or (c) if none of the foregoing alternatives reasonably available to PRC, refund in full all monies paid by Customer in respect to suc infringing products only and accept return of same. 21. SECURITY AND PRIVACY. PRC agrees that none of its officers or employe( shall use or reveal any research or statistical information furnished by any person an1 identifiable to any specific private person for any purpose other than the purpose for whic it was obtained. Copies of such information shall not, without the consent of the persoi furnishing such information, be admitted as evidence or used for any purpose in any actior suit, or other judicial or administrative proceedings, unless ordered by a court of competen jurisdiction. Customer shall be notified immediately upon receipt of any such order c court, pertaining to production of such information. 22. COVENANT AGAINST CONTINGENT FEES. PRC warrants that no sellin agency has been employed or retained to solicit or secure this Agreement upon a agreement or understanding for a commission, percentage, brokerage, or contingent fee excepting bona fide employees or bona fide established commercial or selling agenciei maintained by PRC for the purpose of securing business. For breach or violation of thi! warranty, Customer shall have the right to terminate this Agreement in accordance with the termination clause, and to deduct from the Agreement price or consideration, or othenvist recover, the full amount of such commission, percentage, brokerage, or contingent fee. 23. INDEMNITY. PRC shall indemnify, defend and hold harmless Customer fron and against any and all claims, demands, suits, actions, proceedings, judgments, losses damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities, of, by or with respect to third parties, which arise solely from PRC's negligent performance of services under this Agreement. PRC shall not be responsible for, and Customer shall indemnify, defend and hold harmless PRC from and against, any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities, of, by or with respect to third parties, which arise solely from Customer's negligence. With respect to any and all claims, demands, suits, Page 8 December U, 199: 0 * actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expensc (including attorneys’ fees) and liabilities, of, by or with respect to third parties, which aril from the joint or concurrent neghgence of PRC and Customer, each party shall assun responsibility in proportion to the degree of its respective fault. 24. LIMITATION OF LIABILITY. In no event shall PRC be liable for speck indirect or consequential damages of any nature. 25. CONTRACT REPRESENTATIVES. Any changes in the method or nature c work to be performed under this Agreement must be processed by Customer through PRC Contracts Manager. Upon execution of this Agreement, Customer will name ii representative who will represent Customer under this Agreement, Page 9 December 15, 199: 0 0 26. NOTICES. Any notice required to be given by the terms of this Agreeme shall be deemed to have been given when the same is sent by certified mail, posta; prepaid, or courier service addressed to the respective parties as follows: "CUSTOMER City of Carlsbad 2560 Orion Way Carlsbad, CA 92008-7280 Attn: Capt. George Suttle Police Department "CONTRACTOR PRC PUBLIC SECTOR, INC. 1500 PRC Drive Mail Stop 6S1 McLean, VA 22102 Attn: Linda Rauner Vice President, Contracts 27. VALIDITY. The invalidity, in whole or in part, of any provision of th Agreement shall not void or affect the validity of any other provision of this Agreement 28. GOVERNING LAW. This Agreement shall be governed according to the la\ of the State of California. 29. INSURANCE. Without limiting PRC's indemnification of Customer, PRC sh: provide and maintain, at its own expense, during the term of this Agreement, the followii programs of insurance covering its operations hereunder. Such insurance shall be providt by insurer(s) licensed to do business in the state and evidence of such programs shall k delivered to Customer within thirty (30) days of the effective date of this Agreement. Suc evidence shall specifically identify this Agreement. A. Liability and ProDerty Such insurance shall be primary to and not contributing with any othe insurance maintained by Customer, shall name Customer as an addition: insured and shall include: Comprehensive General Liability insurance endorsed for Independer Contractor Coverage, Premises-Operations Coverage, Products/Complete Operations Coverage, Contractual Liability, Broad Form Property Damage, an Page 10 December 15, 19 c 0 0 Personal Injury with a combined single limit of not less than One MiE Dollars ($l,OOO,OOO) per claim; and, Comprehensive Auto Liability endorsed all owned and non-owned vehicles with a combined single limit of at least F Hundred Thousand Dollars ($500,000). B. Workers’ Compensation A program of workers’ compensation insurance in an amount and form to me all applicable requirements of the Labor Code of the State of California and which specifically covers all persons providing services on behalf of PI; and all risks to such persons under this Agreement. 30. TITLE AND RISK OF LOSS. Title to all equipment provided hereunder sh; pass to Customer upon payment of all amounts due PRC under this Agreement. Risk loss shall be borne by PRC until such time Customer begins using the equipment in a lt environment. Customer shall pay any personal property taxes which may be assessed on tl equipment after delivery to Customer’s site. 31. ENTIRE AGREEMENT. This Agreement, including all Exhibits and specific documents listed, represents the entire and integrated agreement between the parties here and supersedes all prior and contemporaneous negotiations, representations, understandhi and agreements, whether written or oral, with respect to the subject matter hereof. Th Agreement may be amended only by written instrument signed by the parties hereto. Page 11 December 15,199 0 0 IN WITNESS WHEREOF, the parties hereto have set their hands by their du authorized agents on the respective dates set forth opposite their signatures. PRC PUBLIC SECTOR, INC. 13 /L*7(<z &3Cbl\ v December 16 3 19% City of Carlsbad c December 22 ?- 19 93 By: Claude A. Lewis Title: dvor Page 12 December 15,199 e 0 EXHIBIT A Deliverables and Pricing L=o WQ :3 5E 03 acoa a- m c3 a- +- a a- T- z 0 I- n z L - G 0 cn W 0 73 0 =I a,- nS -a 3 0 C + - - E C 0 -2 E a4 a, 5 LW Em g.oeW c g.oSv,l- f: - a, + - a, v) a, u) h u) a, s LWGm a,Jn-mo am a a,--'sl- am< I-O a, m ? 0 a 0 c\I --IC, n6 01, Wlu: t- t- A < LW Q z$ iu' 3 3% z 0 z - 8 k 0 (I) W n E =u, € s GZ 2 sg a, os I-I m0 3 z .% €2 62 cw .o g a, z 22 2 w .> Qo -b ZL" :3 <2,-s 22 .- Go' 2- uo =-q-E!L- $ a,$) mE m 2 m 0 v v C QL m n 0 b \ T- L +A cn whl O v) CrJ n w-2 Y t % S%o-; g 2% d at- 3 c\l -la, zsa Q P *mx 'E w UQ k0 aq - 00 5g T-m L0-N Y # r', hl (0 (0 Or04 Y hl 0.- z + 0 0 I- 2 - 0 u) w P =., $0 0 Q' cn--+J+ *a, cmm om $O.moo 0 E E 4-nzz XL(IJ y-Pl a, a, 0-d 2 Yo q 00 yo $2 L wi 2-I %€ r" m- -t E-!! 4 a, IIc 0 $L a-z z Esoa, 4 x- m EZ a- z &W II 0 + 222 :? 5%; X-bE -a 0-0 E w -I m a n NN YY aw P gluq QW a cJl $? Yy 00 'E -E .- II sm % LA ~9 6 z 0 t- Q i2 0 m [3 - 5 L + (D a, .- gE c-2 ng n bS%2 Lrzs WV, no != - .E- ga$nf 21 p 2 'i Q v)c $E @ - &?Q 62 -wn "4 ?-a, aLm- bX0, S=IK 2 Ju) mu cc) 0, b -I g \ hlN F nu am E& 'E! T-7 2 .- .+- mm$?V m 4242 0 E &ha<< .E <a 0 I c3wcl)wN .,r z 0 ii? 0 c/) LIJ - 9 k C/) a, a))% -&$3 C/)g 0 > $a00 COO 5 %n t] - 5 -2 C/) L 3 C/) s .O n a .= C/)C/)$"0-0 0 0 4 z-Jt-+Y :: ::2z& 0 0 2 -e-o zsyy g an%z0nan a,~z hhnazc a a,C/)C/)C/)-g 't9 00 ag u~227C/)C/)C/) QQ000 L 13, -I 0 m w n $2 $ 0 ?@&W23&y - Z 0 I- a ii? 0 - G v, W 0 b a 0- y ".f 6 0 ma+- m, EL2 P -cJ-UJ <I-a 1II-d)J JrnUJI L, ST? rm a3 Izm a,- a, ozam CnSY a a.'= $u o coo E 5E Ot-ZQiri z T- $3& El- a ann a,x L & bzam elm Y --to g -€ .Ez a, s > 0-J cz p m n e b T a t 0 0 l- tz yo % m UJt-(-p @ w s: 5:'sjE E Eg= a, or: 0 .- m g<g P .- 02m 0gr.cr z 0 I- [1 - 5 CY 0 - I/) w .+-I sg xa gu) a0 E? €2 2 g g 4% c -- zsgaa UL s5 ZXZ$$%) a am Eo mr 44 cdcdCr30 5 t;olooom u Z.S@W(q) 5 n c3 2 v ? - w--l -- 02 0 I- n z 0 ul lLl n I- - 5 23 a, ma v) v) az 8 t-, -0 .- 422 - 5 5 my F 0 3 0 a, c m a, 0 - c a, 0 - - i/j zit0 w c- rn 2 r 0 3-J 00 wv) .4 2 -ILL wo nv) ZE >* e 0 r $” EXHIBIT B Contract Amount and Payment Scheduie -$ 4 r 0 @ '% *. EXHIBIT B Contract Amount and Payment Schedule I. Payment Schedule a. Hardware - the line item equipment, installation or shippin/insurance pricr listed and applicable sales tax on Exhibit "A" shall be due as follows: 100% plus applicable taxes upon delivery to customer site or storage area. HARDWARE TOTAL (100%) $ 275,064 less Trade-in AlIowance $ (4,000) b. Software and Services - The milestone payments are as follows: Approval of Implementation Plan (40%) $ 14,175 Implementation of Test CAD System (40%) $ 14,175 Implementation of Live CAD System (10%) $ 3,544 Live CAD Reliability Test Completion/Start of Warranty (10%) $ 3,543 11. 111. Payments are net thirty (30) days from date of invoice. The total contract amount is $306,501 (three hundred six thousand, one dollar including sales tax of $ 19,072 computed at 7.75% on $ 246,096. This is fixed pric lump sum contract. Page 1 December 15, 1s