HomeMy WebLinkAbout1997-07-22; City Council; 14279; APPROVAL OF CONTRACT BETWEEN THE CITY OF CARLSBAD AND SIERRA COMPUTER SYSTEMS, INC.APPROVAL OF CONTRACT BETWEEN
MTG. 7/22/97 THE CITY OF CARLSBAD AND
RECOMMENDED ACTION:
Adopt Resolution No. 4 7 -5Y3 authorizing the Mayor to execute a contract between the Ci
Carlsbad and Sierra Computer Systems to purchase PERMITS Plus System.
ITEM EXPLANATION:
On April 8, 1997, the Carlsbad City Council approved the purchase of the Sierra Permits Plus
Software and appropriated funds to the Financial Information System project for this purpose.
Implementation of a new permits system is included as part of Phase 6 of the overall Financi:
Information Systems project, as outlined below:
Phase Task Status
Analyze needs and develop 3 to 5 year plan Complete
Issue RFP to vendors for hardware and software Complete Evaluate the proposals, select vendors Complete
Upgrade microcomputer hardware and software, train Complete
employees Implement core Financial system Complete
Implement HR, Payroll, Permits and Fixed Assets Compete Jar
Select and implement other system needs not met by Bi-Tech Complete Ju
The attached contract (Exhibit 2) is for purchase of the software in the amount of $20,000 ani
additional implementation services in the amount of $20,400. These services include databas
network and connectivity assistance.
FISCAL IMPACT:
implementation assistance.
1. Resolution No. 9 3 - 549 approving a contract between the City of Carlsbad and Sierri
Computer Systems Inc., for purchase of Sierra PERMITS Plus Software system and for F
of implementation assistance.
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EXHIBI' a 0
RESOLUTION NO. 97-547
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR
TO EXECUTE A CONTRACT BETWEEN THE CITY OF CARLSBAD
AND SIERRA COMPUTER SYSTEMS, INC.,
TO PURCHASE PERMITS PLUS SYSTEM
WHEREAS, in April 1997, the City Council approved purchase of the Sic
Permits Plus Software system; and
WHEREAS, staff negotiated a contract with Sierra Computer Systems, I
include purchase of the software and provision of implementation assistance; i
WHEREAS, purchase of a new permits system is included as part of Ph
the overall Financial Information System Project; and
WHEREAS, funds are currently available in the Financial Information Sy
Project budget.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City (
Carlsbad, California, as follows:
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2. I
That the above recitations are true and correct.
That the Mayor of the City of Carlsbad is authorized to sign the c(
between the City of Carlsbad and Sierra Computer Systems, Inc.
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EXHlBll 0 0
3. That staff is authorized to proceed with the purchase and implemt
of the Sierra PERMITS Plus System.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City
on the 22nd day of July , 1997, by the following vote, to wit:
AYES:
NOES: None
ABSENT: None
Council Members Lewis, Finnila, Nygaard, Kulchin, and H
ATTEST:
AwyRiTE?!Rerk
(Seal)
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1 9 n m
‘PERMITS’Plus -A VERSION
AGREEMENT BETWEEN
Sierra Computer Systems, Inc., hereinafter referred to as SCSI, and City of Carlsbad, CA hereinafter referred to as User.
Executed this2dday ofJ.Lf 1997. User must execute this agreement and return to SCSl by July 31, 1997 to be valid.
RECITALS
1
ScSl provides the ‘PERMITS’P~UC ‘TU System, hereinafter referred to as “Software”.
ScSl provides this “SOFTWARE and licenses kS Use.
Customer : City of Carlsbad
Address : 1200 Carlsbad Village Dr.
CitylStateZip : Carlsbad, CA 92008
Product Name : ‘PERMITS’Plus -A
SCSl Reference : WIN97
Release No. : 01 or Higher
No. ofLicenses : 32
Fee : $20,000.00 (Includes Client Server lnformix version)
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN SCSl AND USER
GENERAL CONDITIONS OF ‘PERWTS’Plus -A LICENSE
A1 .OO. HEADINGS. Headings are for convenience only and shall not be deemed to be part of this Agreement.
A2.00. MODIFICATION. No modification or variation of this Agreement shall be valid unless in writing signed by both parties.
A3.00. SEVERABILITY. If any provision of this Agreement shall be construed to be illegal or invalid, the legality or validity of any otl
hereof shall not be affected thereby. Any illegal or invalid provisions of this Agreement shall be construed by a court of competent jurisdb
the broadest scope permissible under the law of said jurisdiction, and if no validating construction is possible, shall be severable,
provisions hereof shall remain in full force and effect.
A4.00. DELAYS.
.01. Neither party shall be liable, in damages or otherwise, for any delay in the installation and implementation of the “Sof
component thereof or any .senrice to be rendered by it hereunder, or for failure to give notice of any delay, when such delay is due to 1
acts of nature, acts of civil or military authonties, acts of the other party which are not provided for in this Agreement and which cause I
delays in this Agreement by the other party, any delay in transportation or delay in delivery by its vendors beyond its reasonable or act! any other causes beyond the reasonable or actual control of the party, Each party’s schedule of performance shall be extended by a I
equal to the time lost because of any such delay, provided written notice has been given to the other party of such delay and its estirni
within five (5) days of the time the party has actual knowledge of such delay.
.02. Notwithstanding the foregoing, in every case, the delay or failure to perform must be beyond the control, and witho
negligence of, the party claiming excusable delay.
A5.00. PAYMENT.
.Dl. The sum of $20,000.00 for the “Software” services shall be paid in two installments, the first $lO,OOO.W within 45 days
miqration programs. The balance $10,000.00 within 12 months of the execution of this agreement or within 45 days after going live wit
w.
.02. User agrees to pay any tax for which it is responsible hereunder, or which is assessed against User, exclusive howel
taxes based on the income of SCSI. If any such tax is paid by SCSI, to reimburse SCSl therefore upon receipt by User of pro
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.03. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties he
preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreements or implied covenant SI
to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both User and SCS
.04. This License fee indudes Installation Services as specified in Exhibit A,.
A6.00. PATENT AND COPYRIGHT INDEMNITY.
.Ol. SCSl agrees to defend, hold harmless and indemnify User from and against any claim, action, liability, cost or ( infringement of any Patent, copyright or similar Property right (including, but not limited to, misappropriation of trade secrets) based on a
or any other materials furnished hereunder by SCSI. SCSl shall have the sole right to conduct the defense of any such claim or ac negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the parties hereto.
A7.00. RELATIONSHIP OF PARTIES.
.01. At all times during the term of this Agreement, SCSl shall be an independent contractor and shall not be an offia
employee of User. User shall have the right to control SCSl only insofar as the result of SCSl services rendered pursuant to this Agreerr
.02. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture. Neither party shall incur i
make commitments for the other party.
A8.00. "SOFTWARE SECURITY AND ACCESS.
.01. Each party acknowledges that all information concerning the other party is "Confidential and Proprietary Information".
agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other
employees and agents who must have such information for the performance of obligations under this Agreement), unless authorized in 1
other party, as allowed by statute.
.02. All financial, statistical, personnel, technical, and other information or data relating to the User, which is designated confic
User but made available to SCSl in order to carry out this Agreement, will be protected by SCSl from unauthorized use and disclosure
also observe the same or equivalent requirements as are applicable to the User with regard to protecting confidentiality. SCSl w
personnel to keep such information confidential. SCSl shall not be required to keep confidential any data or information which is
publicly available, is already rightfully in SCSl's possession, is independently developed by SCSl outside the scope of this Agreement, 1
obtained from third parties.
A9.00. USERS INSTRUCTION.
.01. SCSl shall be responsible for ensuring that its employees, servants, and agents will, whenever on Useh premb
reasonable instructions and directions issued by User.
.02. Unless otherwise agreed to by the parties, SCSl personnel, while working on User's premises, shall observe the h
working rules and holiday schedules of User applicable to such User premises. User agrees to provide reasonable working space, r
materials which are necessary for the performance of services under this Agreement, provided, however, that such working space, res1
materials are agreed upon by User for such services and the use of any such working space, resources andlor materials is arrar minimize any disruption to User's normal business operations.
.03. User shall be responsible for the input of all data into the computer memory and for reconciliation and accuracy of tha
taking such administrative steps necessary to input that data. SCSl shall SUPPIY prwrams and services as desicribed in Exhibit A.
.04. Any (i) modification, change, addition or substitution to the "Software" made by User, (ii) any interfacing of the "Soh
other program or programs, or (iii) any change in the operating environment of the "Software" may degrade the performance of the "Sc
acknowledges that any such modification, interfacing or change shall be made at the sole quest and expense of User and that SCSl responsibility for any consequences thereof.
A1O.OO. SCSl INSTRUCTIONS
.01. SCSI shall be responsible for delivery of the most current verson Licensed Sohare source Code to SCSl's esc
Licensed Sohare Source code will be made available from the escrow agent to User if:
a) The most current version of the "Software" is not supported by SCSI.
In such case, copies of the Software written by SCSl and documentation will be provided to the User under the terms of this agree
Code (most current version) will be made available for a fee equal to the License Fee f The License Fees for 32 users is $12,495
unrestricted access to all software it has accepted from SCSI, but may not transfer source code or documentation to any other agenc
or private business under any conditions.
A1 1 .OO. APPLICABLE LAW.
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! .01. This Agreement shall be governed and construed under the laws of the State of California. Any action to enforce the prc this Agreement shall be filed in a court located in the State of California.
~12.00. SOFTWARE LICENSE.
.01. SCSl grants and User accepts upon the terms and conditions contained herein, nonexclusive, non-transferable, perpetual
unlimited use of "Software" Solely for USeh own Purposes. The license granted under this Agreement authorizes User to use the "Sc
machine readable form by 32 concurrent users. The "Software" shall include in its meaning, documentation and technical information p
User in written form for use in connection with the software.
.02. SCSl Warrants that it has good title to such "Software" and that User will have undisturbed use of the "Software" in accorc
the terms of this Agreement.
.03. User expressly agrees that it will not sell, lease, assign or in any way transfer, such "Software" or any rights herein to ai
partnership, corporation or other entity.
.04. User shall include and shall not alter, remove or conceal, any copyright, trade secret or other proprietary notices on the "So?
.05. Title and ownership to the "Software" and Intellectual Property Rights is not hereby nor in any other way transferred to 1
acknowledges that SCSl retains the exclusive right to sell. lease, license, assign, or otherwise transfer the "Sofhvare" (and any module tt that SCSl may enter into similar or identical conveyances of similar or identical rights with other SCSl clients.
.06. Intentionally lefl blank.
.07. The User acknowledges that the "Software" contains valuable proprietary information and trade secrets and that ur dissemination of the "Software" Programs (including, without limitation, disassembly, decompiling or reverse engineering) could cause harm to SCSI.
.08. The User shall not make copies of the "Software" except that reserve copies of a magnetically recorded "Software" that i
.09. The User may copy documentation for its own use provided that copyright and other proprietary notices on any copies a
.lo. Other Agencies in your County, as defined by SCSI, may purchase a three user concurrent license for a fee of $5,495.C
applicable sales or use tax. This license can be used on User system or on the new agencies own system. Any increases to the number
will be charged at the then prevailing rate. The new agency will be required to maintain a separate Maintenance Agreement with
implementation services required of SCSl will be charged at SCSls then prevailing rate. This option is available through July of l!
extended in writing by SCSI.
A13.00. WARRANTIES.
on tape or magnetic disk media may be made to protect against "Software" destruction for back-up procedures.
accordance with SCSl or its supplieh instructions.
.01. SCSl warrants and represents that it has full authonty to enter into this Agreement and to consummate the transaction cc
hereby and that this Agreement is not in conflict with any other Agreement to which SCSl is a party or by which it may be bound.
.02. SCSl warrants that the "Software" will meet all advertised specifications in our manuals.
.03. The software provided by SCSl under this Agreement is warranted to be free from reproducible defects through June 30 (
material and labor to repair any such defects will be provided free of charge for the full warranty period.
This warranty is void if:
(a) The "Software" is used in other than its normal customary manner;
(b) The "Sofhvare" has been subjeded to misuse; (c) The "Software" has been subjected to modifications initiated by the customer without the express prior consent and written approval 01
.I
.04. The HP 3000 version of 'PERMITSTy is also covered under maintenance through June 30, 1998.
A14.00. WAIVER.
.01. It is expressly understood and agreed that no waiver granted by User for any violation of any covenant. term or cond
Agreement shall be construed to constitute a waiver of the same or any further violation without the prior written approval of the User.
A15.00. RESOLUTION OF DISPUTES.
.01. It is anticipated that disputes between SCSl and the User will be resolved between the parties. Disputes or questions of i
may be referred to a committee composed of representatives from SCSl and the User. The parties agree that in attempting to resolve d will act promptly, reasonable and in good faith.
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~16.00. NOTICE. All notices, requests demands and other communication shall be in writing and sent by registered mail, certified m;
delivery, addressed to the Pam's Principal Place of business herein written. Either party may by notice in wnting, direct that fuhre requests, or demands be Sent to a different address. Notices given by mail shall be deemed given upon deposit in the United States mz given by hand delivery shall be deemed given at the time of actual delivery.
scsi Sierra Computer Systems, inc.
1731 West Walnut Avenue
Visalia, California 93277
USER City of Carisbad
IS. Director
1200 Carlsbad Village Dr.
Carlsbad. CA 92008
User hereby acknowledges that User has read this Agreement, understands it and agrees to be bound by its terms and conditions. U
agrees that it is the complete and exclusive Agreement between User and SCSI relating to the subject matter of this License. User ack receipt from&
SCSI
By:
Typed: Robert Aushennan, Presideht
Sierra Computer Systems, lnc.
1731 West Walnut Avenue
USER
By:
Typed:
1200 Carlsbad Village Dr.
Carlsbad, CA 92008
.I
Carlsb-l 4 @d us SCSI
(0 re r.
1 Exhibit A
SOFTWARE LICENSE AGREEMENT - INSTALLATION SERVICES FOR INFORMIX VERSlON
A. sCSl shall provide the following Programs and services (Basic Migration Services) relating to the “Software”:
Migration programs supplied to user for relocating activity types to the ‘PERMITS’Plusn” platform.
Migration programs to relocate ‘PERMITS’ TM history data to ‘PERMITS’ Plusm. This includes old permits, parcel data, contractor data and data tables.
Programs to replace periodic update programs for Contractor‘s and Assessor‘s data, when these programs exist and were originally supplied by Sierra.
User Trainingmechnical classes for four (4) days at the SCSl site for 2 members of the agency’s staff.
‘PERMITS’PIus m software and shipping.
1.
2.
3.
4.
5.
SUBTOTAL A s
B. Additional services, not included as part of the Basic Migration Services described in Paragraph A above, may be
contracted for on a time and materials basis at the hourly rates listed in paragraph “D” below. The expenses and
travel time include 4 onsite visits. These costs reflect normal and customary charges. Additional site visits if
required will be charged a maximum of 6 hours for travel time per visit and normal and customary charges.
Hours Budgeted Rate Dollars Budgeted
1. Travel to and from Agency Site 20 $ 87.00 $1,740.00
2. DesignlReview Assistance 0 $ 87.00 0
3. Activity Development Assistance 60 $ 87.00 $5,220.00 4. Project Management 0 $ 87.00 0
5. Additional Training (per day) 3 days $1,100.00 $3,300.00 6. Workflow Assistance 0 $ 87.00 0
7. DBMS Assistance 50 $ 140.00 $7,000.00
8. ODBCDrivers NIA N/A 0
9. Document Assistance 0 $ 87.00 0
1O.Scripts Assistance 0 $ 87.00 0
11 .Reports Assistance 0 $ 87.00 0
12.System Modifications 0 $ 87.00 0
13.Estimates 0 $ 87.00 0
14.Travel Expenses NlA N/A $1,300.00
15.0ther 20 $ 87.00 $1,740.00
SUBTOTAL B
C. Peripheral Technologies, when added to the ‘PERMITS’Plusn” system are priced independently.
cost Included Assistance Hours Dollars Budgeted
‘PERMZTS’POS TH $5,000.00 No 0 0
‘PERMITS’ TrueGIS TU $5,000.00 No 0 0
‘PERMITS’Imc2gingT“ $5,000.00 No 0 0
‘PERUITS’Netm $9,500.00 No 0 0
‘PERMITS’ Scm-h TH $2,000.00 No 0 0
‘PERMITS’ Voice TH ’ -c $5,000.00 No 0 0
‘PERMITS’ PDA * $2,000.00 No 0 0
Metro Scan Interface $2,000.00 No 0 0
‘PERMITS’D& TY $2,000.00 No 0 0
SUBTOTAL C
D. Sierra’s published hourly rates, effective January 1,1997
1. Data BaselNetworWConnectivrty Assistance 2. Project Managemenfflmplementation Assistance $87.00/Hour or $696.00 Per Day 3. Programming Services/Enhancements/ModificationsCTravel $80.00/Hour or $640.00 Per Day 4. DocumentationlResearch $64.00/Hour or $512.00 Per Day 5. Clerical Support Services $32.00/Hour or $256.00 Per Day 6. Additional Onsite Training (No Expenses Included) $1,100.00 Per Day
These costs do not include Drivers, Emulators, Report Generators,
hardwarelsoftware. Other consulting and onsite assistance is available at our prevailing rates.
$140.00 Per Hour or $1,120.00 Per Day
Database Engines (except for Access), Computer (
Carlsb-1 5 &csd
* e
July 21,1997
TO: RAY PATCHETT, CITY MANAGER
FROM: Lee Rautenkranz, Information Systems Director
SOFTWARE LICENSE AGREEMENT - Agenda Item #11.
The Agreement which is attached to Agenda Item #11 on the Council Agenda for the July
2 1, 1997 Council meeting is the incorrect one. Two agreements were being negotiated at
the same time. The first agreement is the License Agreement, and the second was the
Maintenance Agreement. The License Agreement needs Council approval and the
Maintenance Agreement does not.
Unfortunately, the wrong agreement was attached as the exhibit to the agenda bill.
Therefore, the attached copy of the License Agreement is the correct agreement and
should replace Exhibit 2 to the Agenda Bill #14,279.
I apologize for the error, and would be happy to answer any questions you may have.
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4 LE 4- RAUTE L y,
Information Systems Director
Ir .;5
Attachment (1) -T x+,./ 14. .;.k
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