HomeMy WebLinkAbout1998-05-05; City Council; 14656; Amend Financial Information Systems Contractf2 > 52 oi, as
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CITY OF CARLSBAD - AGEbA BILL
AB# h’$$ !% TITLE:
MTG. +<-$8 Amendment of Financial
Information Systems Contract
DEPT. Info Svs
RECOMMENDED ACTION:
CITY MGR
Adopt Resolution No.= approving Amendment No. 1 to the Financial Information Systems
Software, License and Support contract with B&Tech Software, Inc. allowing for additional City-requested
training, software modifications and programming services.
ITEM EXPLANATION:
In April of 1996, Council authorized the upgrade to the City’s financial information system. The upgrade
included the acquisition of open systems hardware and a fund accounting software package. The software
package selected is a product of Bi-Tech Software, Inc. Bi-Tech’s Interactive Fund Accounting System
known as IFAS was successfully implemented and installed. While the system is in place, the scope of the work to be performed by Bi-Tech, Inc. as stated in the initial agreement of April 1996, needs to be altered to
incorporate additional City-requested training, software modifications and programming services.
As is typical in a major system upgrade, user needs and system requirements not readily identified during
implementation arise and must be addressed. In this vein, several projects outside the scope of the initial
agreement with Bi-Tech Software, Inc. have been initiated. These projects have been outlined in Exhibit “A”
of Amendment No. 1 to the Agreement. To ensure completion of these and future sub-projects, ratification via
Amendment No. 1 to the original agreement is needed.
Approval of Amendment No. 1 provides, in addition to the ratification of the supplemental work and fees, that the City may require additional services on a project by project basis to assist with operation and / or desired
function of the software. When services are requested, Bi-Tech will provide the City with a written proposal
for each requested project, which may be accepted or rejected by the City. Projects will be accepted by the
City in writing, and upon completion of the project, Bi-Tech shall submit an invoice to the City for approval. The total cost of all projects covered by this amendment shall not exceed $50,000.00.
All other provisions of the original agreement entered into with Bi-Tech Software, Inc. on April 30, 1996,
shall remain in full force and effect.
FISCAL IMPACT:
The additional cost will not exceed $50,000.00 Funds necessary to cover these expenses have been budgeted and will come from the Financial Information Systems budget.
EXHIBITS:
1. Resolution No. 9 8 / J x8’ , ratifying Amendment No. 1 to the agreement dated April 30,1996, between the City of Carlsbad and Bi-Tech Software, Inc.
2. Amendment No. 1 to the Agreement.
3. Contract between the City of Carlsbad and Bi-Tech Software, Inc., to provide Financial Information Systems Software, License and Support.
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RESOLUTION NO. 98-128
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING AMENDMENT NO. 1 TO THE AGREEMENT
WITH BI-TECH SOFTWARE INC. FOR THE PROVISION OF FINANCIAL
INFORMATION SYSTEMS SOFTWARE. LICENSE AND SUPPORT.
WHEREAS, the initial agreement, dated April 30,1996, identified a scope of work which
included provision of professional services for the design, configuration, delivery and installation of
the Software; and
WHEREAS, the parties to this agreement desire to alter the scope of work to incorporate
additional City-requested training, software modifications and programming services; and
WHEREAS, supplemental work and fees have been negotiated, agreed to, and completed as
shown in Exhibit “A”, Scope of Services and Fees, prior to execution of this amendment; and
WHEREAS, sufficient funds have been budgeted by Financial Information Systems for the
purpose of supplemental project work related to the Integrated Fund Accounting System; and
WHEREAS, additional training, software modifications and programming services may be
required.
NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California as follows:
1. That the above recitations are true and correct.
2. Amendment No. 1 to the agreement between the City of Carlsbad and Bi-Tech Software,
Inc., (on file in the City Clerks Office) for financial information systems software, license
and support is hereby approved.
3. That the Mayor of the City of Carlsbad is authorized to execute Amendment No.1.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on
the 5 day of May , 1998, by the following vote, to wit:
AYES:Council Members Nygaard, Hall & Finnila
NOES: None
ABSENT: Lewis & Kulchin
C&DE A LEWIS, Mayor
RAMONA FINNILA, Mayor Pro Tern
ATTEST:
City Clerk
(SEAL)
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AMENDMENT NO. I TO AGREEMENT
This Amendment is entered into the (qtA day of &Ix; I , 1998,
but effective as of the 30* day of June, 1997, ratifying the amendment of the agreement dated
Aoril 30. 1996 by and between the City of Carlsbad, a municipal corporation, hereinafter
referred to as “City”, and Bi-Tech Software, Inc. , hereinafter referred to as, “Contractor” to
provide Financial Information Systems Software, License and Support.
RECITALS
WHEREAS, the initial agreement, dated April 30. 1996 identified a scope of
work which included the provision of professional services for the design, configuration, delivery
and installation of the Software; and
WHEREAS, the parties to this aforementioned agreement desire to alter the
scope of work to incorporate additional City-requested training, software modifications and
programming services; and
WHEREAS, supplemental work and fees have been negotiated, agreed to, and
completed as shown on Exhibit “A” Scope of Services and Fee prior to the execution of this
amendment; and
WHEREAS, additional training, software modifications and programming
services may be required.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor hereby agree as follows:
1. The supplemental work and fees therefore which Contractor has provided as
outlined on the attached Exhibit “A” are hereby ratified.
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2. City is authorized to pay Contractor for all work associated with Paragraph 1
above which has been completed to the satisfaction of City.
3. The initial agreement is further amended to allow City to require additional
services on a project by project basis to assist with operation and/or desired functionality of the
software. When services are requested, Contractor will provide City with a written proposal for
each requested project which may be accepted or rejected by City. If accepted by City in
writing, and upon completion of the project, Contractor shall submit an invoice to City for
approval. The total cost of all projects covered by this amendment shall not exceed
$50,000.00.
4. Contractor shall complete all projects requested by the agreed upon dates,
or by the expiration of the agreement amended hereby.
5. All other provisions of the aforementioned agreement entered into on April
30, 1996, by and between City and Contractor shall remain in full force and effect.
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March 27,1998
Ms. Jennifer Bennett
Bi-Tech Software
890 Fortress Street
Chico, CA 95973
AMENDMENT ,TO AGREEMENT
Per our telephone conversation today, I have enclosed an Amendment No. 1 to
Agreement. This will ratify the projects we asked for and payments we made which were
outside of the scope of our initial agreement. It will also give us some room to ask for
additional projects.
Please have it signed by the appropriate officers and have their signatures notarized.
Then mail the agreement back to me and I will send it to our Council for approval. Once
it is approved and fully executed by the City, I’ll forward a copy to you for your files.
If you have any questions at all about this, please don’t hesitate to contact me.
Information Systems Director ’
Enc.
1200 Carlsbad Village Drive - Carlsbad, California 92008-1989 - (760) 434-2808 @
EXHIBIT 3
CONTRACT BETWEEN THE CITY OF CARLSBAD
AND BI-TECH SOFTWARE, INC.,
TO PROVIDE FINANCIAL INFORMATION SYSTEMS
SOFTWARE, LICENSE AND SUPPORT
TABLE OF CONTENTS
I. Definitions ..I . . . . . . . . . . T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
II. Contractor’s Obligations.. .................................................................................. 2
III. Liquidated Damages ........................................................................................ .4
IV. City Obligations ................................................................................................. 5
V. Progress and Completion .................................................................................. 6
VI. Fees to be Paid to Contractor.. ......................................................................... 6
VII. Payment Schedule ........................................................................................... 7
VIII. Duration of Contract.. ...................................................................................... 7
IX. Acceptance Testing Standards ......................................................................... 7
X. Time and Place of Delivery; Installation and Training ..................................... 13
Xl. Performance Bond .......................................................................................... 13
XII. Warranty and Limitation of Liability ................................................................ 13
XIII. Other Documents.. ........................................................................................ 14
XIV. Governing Law.. ............................................................................................ 15
XV. Changes in Work.. ......................................................................................... 15
XVI. Covenants Against Contingency Fees.. ........................................................ 15
XVII. Nondiscrimination Clause ............................................................................ 16
XVI I I. Termination of Contract .............................................................................. 16
XIX. Disputes ........................................................................................................ -I7
XX. Claims and Lawsuits ...................................................................................... 18
XXI. Status of the Contractor.. .............................................................................. 19
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XXII. Hold Harmless Agreement.. ......................................................................... 20
XXIII. Assignment of Contract ............................................................................. .21
XXIV. Subcontracting ........................................................................................... 21
XXV. Prohibited Interest ....................................................................................... 21
XXVI. Verbal Agreement or Conversation ............................................................ 22
XXVII. Successor or Assigns.. .............................................................................. 22
XXVIII. Liquidation of Contractor.. ........................................................................ 22
XXIX. Effective Date.. ........................................................................................... 22
XXX. Conflict of Interest ....................................................................................... 23
XXXI. Insurance .................................................................................................... 23
XXXII. Responsible Parties .................................................................................. 25
XXXIII. Business License ..................................................................................... 26
Attachment A - Software Maintenance Agreement
Attachment B - Cost Summary
Attachment C - City of Carlsbad Request for Proposal for Financial Information Systems
Software License and Support
Attachment D - Bi-Tech Software, Inc., Proposal to the City of Carlsbad
Attachment E - Hardware Product Description
Attachment F - Implementation Schedule
Attachment G - Payment Schedule
Attachment H - Faithful Performance Warranty Bond
CONTRACT BETWEEN THE CITY OF CARLSBAD
AND BI-TECH SOFTWARE, INC., TO PROVIDE .- FINANCIAL INFORMATION SYSTEMS SOFTWARE
LICENSE AND SUPPORT
THIS CONTRACT, made and entered into as of th&zday of w ,
19&, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter
referred to as “City”, and BI-TECH SOFTWARE, INC., hereinafter referred to as
“Contractor.”
RECITALS
The City desires to replace and improve its financial information system by
acquiring open systems hardware with the necessary associated software and a fund
accounting software package. Through a competitive proposal process the City has
selected Bi-Tech Software, Inc., as the Contractor with the software package that best
fits the needs of the City, and the Contractor represents and warrants that they have
the ability and expertise to furnish, install, implement, maintain and service such
software package.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
I. DEFINITIONS
A. Documents refers to the following:
1. IFAS (Interactive Fund Accounting System)JSoftware User Guides
for the modules as listed in Attachment B of this Contract.
2. Software and module Product Descriptions for the modules as
listed in Attachment B of this Contract.
3. Request for Proposals issued by the City in March 1995
(Attachment C)
4. I Bi-Tech’s Proposal for a Financial Information System dated May
19, 1995 (Attachment D)
B. Software refers to the following:
1. Bi-Tech Software- includes application modules including
modifications and additional software as outlined in Attachment B
2. Relational Database Software- lnformix products as specified in
Attachment B
3. Microfocus Software- Microfocus products as specified in
Attachment B
C. Hardware refers to all Hewlett-Packard Company (HP) hardware and
software products as specified in Attachment E.
II. CONTRACTOR’S OBLIGATIONS
The Contractor grants to the City a nonexclusive, nontransferable, perpetual
license to unlimited use of the proprietary financial information systems software, as
listed in Attachment B, and as more fully described in its corresponding documentation.
All application Software will be provided in both source and executable forms. The
Contractor also will provide one (I) copy of all user and technical documentation
relating to the Software, which may be reproduced by the City for internal use,
distribution and training purposes only.
The City is hereby granted the right to use the Software according to the terms
r and conditions of this Contract.
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Contractor also agrees as follows:
/? A. To provide professional services as further described herein in accordance
with the Implementation Schedule set forth in Attachment F for the design,
configuration, delivery and installation of the Software. Contractor represents and
warrants that the Software will be designed, configured, and installed in such a manner
as to provide bookkeeping and financial information capabilities as specified in this
Contract.
B. At the times and places mutually agreed upon by the parties, the Contractor
shall provide training and consulting services to City personnel and shall furnish all
training materials necessary to accomplish the training of City personnel in the use of
the Software.
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C. Contractor agrees to provide Systems Integration Support for the installation
and implementation of the Software through Phase I as defined in Attachment F. The
software and hardware covered under this task include all products being purchased by
the City from Bi-Tech as set forth in Attachment B and from Hewlett-Packard as set
forth in Attachment E. Contractor shall assume this task from the effective date of this
Contract until the successful completion of the performance/stress tests for the Phase I
modules as defined in Attachment F. The responsibilities assumed by Contractor
include:
1. Contractor will be solely responsible for coordinating the installation of
hardware and software on City’s site, and will ensure the availability of hardware and
software personnel required to complete the installation within the projected time frame
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as specified in this Contract.
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The City shall be responsible for the payment to the Contractor of any Federal,
r State, local, municipal and/or provincial sales and use taxes or excise taxes that are or
may be imposed on the transactions provided for in this license Contract.
The City will reimburse Contractor for air fares (coach or economy). Automobile
rental (midsize or smaller), lodging (single occupancy accommodations), meals, and
other reasonable living expenses incurred by the Contractor personnel during
implementation, accounting and training assistance will be reimbursed up to a
maximum of $160 per person per day (excluding airfare). If the Contractor’s own
vehicles are used, the City will reimburse $0.30 per mile. Total reimbursements for
travel and living expenses during Phases I and II shall not exceed $25,000, including
airfare.
VII. PAYMENT SCHEDULE
The fees as referenced in the prior section are to be paid as outlined in the
Payment Schedule (Attachment G).
VIII. DURATION OF CONTRACT
This Contract shall commence upon issuance of the Notice to Proceed by the City.
The Contract shall terminate on December 31, 1998, unless terminated as provided
herein. In accordance with Section II of this Contract, the Contract is renewable
annually by mutual agreement, to be documented in writing.
IX. ACCEPTANCE TESTING STANDARDS
The following are various acceptance tests that will be performed during the system
implementation. The timing of these tests is outlined in the Implementation Schedule
7 (Attachment F).
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A. Installation Acceptance Testinq
1. Following delivery and installation of the Hardware and Software on the
applicable system at City’s site, Contractor shall certify in writing to City that these
systems are ready for Installation Acceptance Testing. The City agrees to begin
acceptance testing no later than ten (IO) business days from certification. With
Contractor’s assistance, at the rates set forth in Section X of this Contract, City shall,
within sixty (60) business days after receipt of such certification, operate these systems
and complete testing to determine whether:
a. The Hardware and relational database software meet the specifications
and perform the functions set forth in the RFP Responses or as may be modified by
agreement in writing between the parties.
b. The Hardware can be successfully accessed from various workstations
through a local LAN connection and that all associated hardware components (i.e., tape
backup unit, console monitor, etc.) are in proper working order.
C. The relational database is capable of running on a repetitive basis on a
variety of City’s test and actual data, without fail.
d. All Bi-Tech application software modules can be successfully accessed
and work properly in conjunction with the relational database software and hardware
operating system. This acceptance testing of the application software is strictly for the
initial installation and not for the functionality of the software modules in accordance
with the Contractor’s response to the City’s Request For Proposal.
e. The documentation for the Hardware, relational database software and
- Bi-Tech software applications meet the requirements of the Contract.
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2. If the Hardware and Software successfully meet these Acceptance Tests,
City shall so notify the Contractor in writing within ten (10) business days after
completion of the tests that the initial installation of the Hardware and Software is
accepted. If the City does not notify the Contractor in. writing within the time frame
provided above, the initial test shall be deemed accepted.
3. If the Hardware and Software fail to meet any or all of the above-specified
Acceptance Tests, City shall notify Contractor of such failure in writing within ten (10)
business days and Contractor shall have ten (10) business days after receipt of such
notice in which to correct, modify, or improve these systems to cause them to meet
each such Acceptance Test. Thereafter, City shall have thirty (30) additional business
days in which to re-conduct all of the Acceptance Tests specified above. This process
may be repeated until these systems are deemed to be accepted. However, if after -
three (3) iterations of this process by the Contractor, the Contractor has not corrected
the failure, City shall have the right and option to declare Contractor to be in default.
Such declaration of default shall be provided to the Contractor in writing.
B. Bi-Tech Software ACCeDtanCe Testinq
1. The City shall conduct acceptance testing of each software module as
referenced in the Implementation Schedule (Attachment F). The City shall test mutually
agreed upon criteria and determine in its sole opinion whether:
a. Bi-Tech Software meets the specifications and performs the functions
as set forth in Documents listed in Section I of this Contract or as modified by
agreement in writing between parties.
- b. Bi-Tech Software is capable of running on a repetitive basis on a
variety of City’s actual converted and entered data, without fail; and
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c. The documentation for EG-Tech Software meets the requirements of
,- the Contract.
2. If Bi-Tech Software successfully meets the Acceptance Tests, City shall so
notify Contractor in writing within ten (10) business days of completion of the
acceptance tests that Bi-Tech Software is accepted. If the City does not notify the
Contractor in writing within the time frame provided above, the initial test shall be
deemed accepted.
3. If Bi-Tech Software fails to meet any or all of the above-specified
Acceptance Tests, City shall notify Contractor of such failure in writing and Contractor
shall have ten (10) business days after receipt of such notice in which to correct,
modify, or improve Bi-Tech Software to cause it to meet each such Acceptance Test.
Thereafter, City shall have thirty (30) additional business days in which to re-conduct all /c
of the Acceptance Tests specified above. This process may be repeated until Bi-Tech
Software is deemed to be accepted. However, if after three (3) iterations of this
process by the Contractor, the Contractor has not corrected the failure, City shall have
the right and option to declare Contractor to be in default. Such declaration of default
shall be in writing to the Contractor.
C. Bi-Tech SoWare Modifications Acceptance Testing
1. Final acceptance of any modifications which are to be made to the Bi-Tech
Software shall be when the City has approved of all data entry screen formats and
when the City has approved of all printed and terminal output formats and when the
City has approved of all functional Software modifications and when the Contractor has
- demonstrated to the City’s own satisfaction that the software modifications successfully
conform to the functional specifications.
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2. If the modification(s) successfully meets the Acceptance Test, City shall so
notify Contractor in writing within ten (10) business days of completion of the
acceptance test that the modification(s) is accepted. If the City does not notify the
Contractor in writing within the time frame provided above, the initial test shall be
deemed accepted.
3. If the modification(s) fail to meet any or all of the above-specified
Acceptance Tests, City shall notify Contractor of such failure in writing and Contractor
shall have ten (10) business days after receipt of such notice in which to correct or
improve the modification(s) to cause it to meet each such Acceptance Test. Thereafter,
City shall have thirty (30) additional business days in which to re-conduct all of the
Acceptance Tests specified above. This process may be repeated until the
modification(s) is deemed to be accepted. However, if after three (3) iterations of this /h
process by the Contractor, the Contractor has not corrected the failure, City shall have
the right and option to declare Contractor to be in default. Such declaration of default
shall be provided to the Contractor in writing.
D. System Performance/Stress Acceptance Testing
1. City shall provide and Contractor will assist City in arriving at a mutually
agreeable Stress Test Plan for the System prior to completion of the Software
Acceptance Testing for the Phase I modules as further described in Section IX. B. of
this Contract. The Stress Test Plan will test the Software and Hardware configuration
but will not cross the City’s network and will represent a typical mix of City’s
transactions.
- 2. Within forty-five (45) business days of the successful completion of each of
the Software Acceptance Tests for the Phase I and Phase II modules, the Contractor
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will assist the City in performing such performance/stress tests on the system as may
be necessary to satisfy the Stress Test Plan.
3. The City, will pay Contractor on an hourly basis for its participation in the
performance/stress tests as defined in the Stress Test Plan at the contracted rates as
specified in Section X of this Contract. Contractor shall be responsible for diagnosing
and implementing remedies to correct any performance deficiencies noted in the
performance stress test. Software deficiencies shall be remedied at Contractor’s
expense. Hardware deficiencies will be remedied by the Vendor at either HP’s expense
if covered by the warranty or the City’s expense if not covered by the warranty.
4. If deficiencies are noted in the initial performance/stress tests, Contractor will
assist the City in all subsequent re-testing after deficiencies have been corrected. All
assistance provided by the Contractor in all subsequent re-testing of the system shall F
be at the Contractor’s expense, including travel and living expenses.
E. Final Svstem Acceptance
Within forty-five (45) business days of acceptance of all software,
performance/stress and modification tests for all Phase I and Phase II modules, the City
will complete a final review of Contractor’s compliance with the terms and conditions of
this Contract. City shall provide Contractor written notice of completion or rejection
following the review. In the event that the Contractor is not in compliance, Contractor
will have twenty (20) business days following Contractor’s receipt of notice to cure the
deficiency. If the Contractor fails to comply within twenty (20) business days, the City
may terminate this Contract and be entitled to a full refund of any portion of the
- Purchase Price previously paid by the City.
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X. TIME AND PLACE OF DELIVERY; INSTALLATION AND TRAINING
rc‘ The Contractor shall deliver the Software, and the City shall accept such
delivery, at the City$ address set forth below on mutually agreed upon delivery dates.
The Contractor will provide installation of the Software and training of the City’s
personnel. The City will pay a total of $35,603 for these services which may be utilized
at the following rates:
Resource Rate per Dav
Accountant/Programmer/Analyst $560.00
Trainer $312.50
These days may be used at any time, with no time limit.
If the City desires additional Accountant, Trainer and/or Programmer days
beyond those listed above, the charge will be based on a rate mutually agreed upon by
both parties.
Xl. PERFORMANCE BOND
As security for vendor performance under this Contract, the Contractor will
furnish a surety bond (Attachment H) executed on the form bound herein by a surety
company duly authorized to do business in California in an amount at least equal to one
hundred percent (100%) of the contract price for Bi-Tech Software and related services
totaling $315,553.
The Bond will be furnished to the City within twenty (20) business days from the
date of award of the contract by the City Council.
XII. WARRANTY AND LIMITATION OF LIABILITY
The Contractor warrants that the Software will be free from any known errors and
will operate as described in its accompanying reference manuals and documentation.
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The Warranty Period is defined as 365 days after the initial installation of the Software.
The Contractor will, at its expense, correct any errors in the Software attributable solely
to the Contractor or their assigned or subcontracted parties. The Contractor shall be
relieved of any and all obligations with respect to this warranty for those parts of the
Software that are revised, changed, modified, or maintained by anyone other than the
Contractor. The City may modify the licensed Software, but the Contractor shall not be
responsible for compatibility of such modified Software with equipment, other programs,
future program releases or test and verification routines. Upon notification to the
Contractor by the City of any City modifications to Software, the Contractor will use its
Client Update Tape Interface Process (CUTIP) system to keep track of all City modified
modules.
The Contractor warrants that the Software will meet all functional and technical
specifications as set forth in the Documents.
XIII. OTHER DOCUMENTS
The following documents and the Contracts of the City and the Contractor and
representations and warranties of the Contractor contained therein are hereby
incorporated into this Contract by reference and/or attachment:
1. Software Maintenance Agreement (Attachment A).
2. IFAS/Software User Guides for the modules as listed in Attachment B of this
Contract.
3. Software and module Product Descriptions for the modules as listed in
Attachment B of this Contract.
4. Request for Proposals issued by the City in March, 1995 (Attachment C).
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5. Bi-Tech’s Proposal for a Financial Information System dated May 19, 1995
F (Attachment D).
6. Hardware Product Description (Attachment E).
7. Implementation Schedule (Attachment F).
8. Payment Schedule (Attachment G).
9. Faithful Performance Bond (Attachment H).
XIV. GOVERNING LAW
This Contract will be governed by and construed in accordance with the laws of
the State of California.
xv. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or the
,- City, and informal consultations with the other party indicate that a change in the
conditions of the contract is warranted, the Contractor or the City may request a change
in contract. Such changes shall be processed by the City in the following manner: A
letter outlining the required changes shall be forwarded to the City by Contractor to
inform them of the proposed changes along with a statement of estimated changes in
charges or time schedule. A Standard Amendment to Contract shall be prepared by
the City and approved by the City according to the procedures described in Carlsbad
Municipal Code Section 3.28.172. Such Amendment to Contract shall not render
ineffective or invalidate unaffected portions of the Contract.
XVI. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained any
- company or person, other than a bona fide employee working for the Contractor, to
solicit or secure this Contract, and that Contractor has not paid or agreed to pay any
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company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting
from, the award or making of this Contract. For breach or violation of this Warranty, the
City shall have the right to annul this Contract without liability, or, in its discretion, to
deduct from the Contract price or consideration, or otherwise recover, the full amount of
such fee, commission, percentage, brokerage fees, gift, or contingent fee.
XVII. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the state and federal laws regarding
nondiscrimination.
XVIII. TERMINATION OF CONTRACT
In the event of the Contractor’s failure to prosecute, deliver, or perform the work
as provided for in this contract, the City may terminate this contract for nonperformance
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by notifying the Contractor by certified mail of the termination of the Contractor and the
reasons for such termination. Within twenty (20) business days of such notification, the
Contractor agrees to refund to the City the amount of the license fees for all software
and modifications, prepaid maintenance fees, training and consulting fees, and other
related charges as listed in Attachment B, and any travel and living expenses paid by
the City. The City agrees to return to the Contractor all unacceptable licensed software
programs, related documentation, and copies of such programs and documentation in
the forms provided by the Contractor or as modified by the Contractor and to make no
further use thereof. City agrees to execute Contractor documents certifying that the City
does not possess any work product of the Contractor.
If the City determines, within 180 days after the City issues the Notification to
Proceed, in its sole discretion that the working relationship with Bi-Tech, or the
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Software, is unsatisfactory for any reason, this Contract may be terminated by the City
P upon tendering sixty (60) business days written notice to the Contractor. In the event of
such termination, upon request of the City, the Contractor shall assemble the work
product and put same in order for proper filing and closing and deliver said product to
City. In the event of termination, the Contractor shall be paid for work performed to the
termination date, including payment for: (i) all reasonable travel and living expenses
incurred prior to notice of termination; (ii) agreed upon applicable rates per person day
for Contractor staff time at the City’s location prior to notice of termination; and (iii) the
cost of all modifications completed and accepted prior to notice of termination. In the
event of termination, the City shall return all software for those modules not
implemented. The City shall make the final determination as to the portions of tasks
completed and the compensation to be made.
No delay or failure of either party to exercise any right or remedy will operate as
a waiver thereof.
XIX. DISPUTES
If a dispute should arise regarding the performance of work under this Contract,
the following procedure shall be used to resolve any question of fact or interpretation
not otherwise settled by agreement between parties. Such questions, if they become
identified as a part of a dispute among persons operating under the provisions of this
contract, shall be reduced to writing by the principal of the Contractor or either of the
City Project Directors. A copy of such documented dispute shall be forwarded to both
parties involved along with recommended methods of resolution which would be of
- benefit to both parties. Either of the City Project Directors or principal receiving the
letter shall reply to the letter along with a recommended method of resolution within ten
04104196
17
-
(10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved
- party, a letter outlining the dispute shall be forwarded to the City Council for its
resolution through the Office of the City Manager. The City Council may then opt to
consider the directed solution to the problem. In such cases, the action of the City
Council shall be binding upon the parties involved, although nothing in this procedure
shall prohibit the parties seeking remedies available to them at law.
xx. CLAIMS AND LAWSUITS
The Contractor shall agree that any contract claim submitted to the City must be
asserted as part of the contract process as set forth in this Contract and not in
anticipation of litigation or in conjunction with litigation. The Contractor acknowledges
that if a false claim is submitted to the City, it may be considered fraud and the
Contractor may be subject to criminal prosecution. The Contractor acknowledges that
P
California Government Code sections 12650 et sea., the False Claims Act, provides for
civil penalties where a person knowingly submits a false claim to a public entity. These
provisions include false claims made with deliberate ignorance of the false information
or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks
to recover penalties pursuant to the False Claims Act, it is entitled to recover its
litigation costs, including attorney’s fees.
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026,
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference.
- (initial)
18
04/04/96
XXI. STATUS OF THE CONTRACTOR
- The Contractor shall perform the services provided for herein in Contractor’s own
way as an independent contractor and in pursuit of Contractor’s independent calling,
and not as an employee of the City. Contractor shall be under control of the City only
as to the result to be accomplished, but shall consult with the City as provided for in the
request for proposal. The persons used by the Contractor to provide sewices under this
Contract shall not be considered employees of the City for any purposes whatsoever.
The Contractor is an independent Contractor of the City. The payment made to
the Contractor pursuant to the contract shall be the full and complete compensation to
which the Contractor is entitled. The City shall not make any federal or state tax
withholdings on behalf of the Contractor or his/her employees or sub-contractors. The
City shall not be required to pay any workers’ compensation insurance or
c
unemployment contributions on behalf of the Contractor or his/her employees or sub-
contractors. The Contractor agrees to indemnify the City within thirty (30) business
days for any tax, retirement contribution, social security, overtime payment,
unemployment payment or workers’ compensation payment which the City may be
required to make on behalf of the Contractor or any employee or sub-contractor of the
Contractor for work done under this Contract or such indemnification amount may be
deducted by the City from any balance owing to the Contractor.
The Contractor shall be aware of the requirements of the Immigration Reform
and Control Act of 1986 and shall comply with those requirements, including, but not
limited to, verifying the eligibility for employment of all agents, employees, sub-
P contractors and consultants that are included in this Contract.
19
04/04/96
XXII. HOLD HARMLESS AGREEMENT
- Contractor agrees to indemnify and hold harmless the City of Carlsbad and its
officers, officials, employees and volunteers from and against all claims, damages,
losses and expenses including attorney fees arising out of the performance of the work
described herein caused in whole or in part by any willful misconduct, or negligent act
or omission of the contractor, any subcontractor, anyone directly or indirectly employed
by any of them or anyone for whose acts any of them may be liable, except where
caused by the active negligence, sole negligence, or willful misconduct of the City of
Carlsbad.
Contractor shall at his own expense, upon written request by the City, defend
any such suit or action brought against the City, its officers, officials, employees and
volunteers arising out of the performance of this Contract. Contractor’s indemnification
of City shall not be limited by any prior or subsequent declaration by the contractor.
Furthermore, the Contractor agrees to indemnify and hold the City harmless from
all demands, claims, liability or damages to third parties and all expenses incurred by
the City due to any such claims and demands including reasonable attorney’s fees,
whether or not legal action is filed, based on any alleged infringement or unauthorized
uses of any third party patent, trade secret, copyright or other proprietary right as a
result of the use of the Software under the terms and conditions of this Contract;
provided the Contractor is promptly notified in writing of any such claim against the City
and further provided that-the City permits the Contractor to defend each such claim or
to procure license, without additional charge to the City, to use the Software. In the
event that the City’s use of the Software is likely to be enjoined as a result of such a
claim of infringement or unauthorized use, the Contractor shall, at its option: (i) modify
04/04/96
20
- -
.
the Software to render it non-infringing without adversely affecting its functionality; (ii)
provide the City the rights necessary to continue use of the Software; or (iii) refund the
City the Software amount paid by the City and any and all associated costs.
XXIII. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any monies
due thereunder without the prior written consent of the City.
XXIV. SUBCONTRACTING
The Contractor shall not subcontract any of the work to be performed under this
contract by the Contractor without prior written consent of the City. If the Contractor
should subcontract any of the work with prior written consent, the Contractor shall be
fully responsible to the City for the acts and omissions of Contractor’s sub-contractor
and of the persons either directly or indirectly employed by the sub-contractor, as
Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this contract shall create any contractual relationship between any
sub-contractor of Contractor and the City. The Contractor shall bind every sub-
contractor and every sub-contractor of a sub-contractor by the terms of this contract
applicable to Contractor’s work unless specifically noted to the contrary in the
subcontract in question approved in writing by the City.
XXV. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the City to
negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or
approving of this Contract, shall become directly or indirectly interested personally in
this contract or in any part thereof. No officer or employee of the City who is authorized
in such capacity and on behalf of the City to exercise any executive, supervisory, or
04/03/96
21
similar functions in connection with the performance of this contract shall become
directly or indirectly interested personally in this contract or any part thereof.
XXVI. VERBAL AGREEMENT OR CONVERSATION
Both the City and Contractor agree that this Contract constitutes the entire
contract by and between them. Any oral or written documents between the parties
which are inconsistent with the terms of this Contract or are in addition to the terms of
this Contract are superseded by this document and are of no further validity or force or
effect. Amendments to this Contract may only be made in writing and by a document
specifically indicating that it is intended to be an amendment to this Contract.
XXVII. SUCCESSORS OR ASSIGNS
Subject to the provisions of Section XXII, “Hold Harmless Agreement,” all terms,
conditions, and provisions hereof shall inure to and shall bind each of the parties
hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
XXVIII. LIQUIDATION OF CONTRACTOR
In the event that the Consultant (or a surviving company in the event of merger
or sale of Bi-Tech) is liquidated, dissolved, or ceases to carry on business on a regular
basis, the City will have a perpetual, irrevocable, nonexclusive, license, title and right of
ownership to the Software (inclusive of source code and all other documentation)
subject to the City agreement that it will not, at any time, market the Software.
XXIX. EFFECTIVE DATE
This Contract shall be effective on and from the day and year first written above.
04104196
22
m
XXX. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform Act and the
City’s conflict of interest code, that the Contractor will not be required to file a conflict of
interest statement as a requirement of this Contract. However, Contractor hereby
acknowledges that Contractor has the legal responsibility for complying with the
Political Reform Act and nothing in this Contract releases Contractor from this
responsibility.
XXXI. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract and any
and all amendments insurance against claims for injuries to persons or damage to
property which may arise out of or in connection with performance of the work
hereunder by the Contractor, his agents, representatives, employees or sub-
contractors. Said insurance shall be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to
have a current Bests Key Rating of not less than “A-Y and shall meet the City’s policy
for insurance as stated in Resolution No. 91-403.
A. Coveraae and Limits.
Contractor shall maintain the types of coverage and minimum limits
indicated herein, unless a lower amount is approved by the City Attorney or City
Manager:
1. Comprehensive General Liability Insurance. $1 ,OOO,OOO combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits shall apply
separately to the work under this contract or the general aggregate shall be twice the
04/04/96
23
required per occurrence limit.
/“- 2. Automobile Liability (if the use of an automobile is involved for
Contractor’s work for the City). $1 ,OOO,OOO combined single-limit per accident for bodily
injury and property damage.
3. Workers’ Compensation and Employer’s Liability. Workers’
Compensation limits as required by the Labor Code of the State of California and
Employer’s Liability limits of $1 ,OOO,OOO per accident for bodily injury.
4. Professional Liability. Errors and omissions liability appropriate to the
Contractor’s profession, with limits of not less than $1,000,000 per claim. Coverage
shall be maintained for a period of five years following the date of completion of the
work.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under this
Contract contain, or are endorsed to contain, the following provisions. .
1. The City shall be named as an additional insured on all policies
excluding Workers’ Compensation and Professional Liability.
2. The Contractor shall furnish certificates of insurance to the City before
commencement of work and endorsements for additional insured and cancellation
provisions.
3. The Contractor shall obtain occurrence coverage, excluding
Professional Liability which shall be written as claims-made coverage.
4. This insurance shall be in force during the life of the Contract and any
- extension thereof and shall not be canceled without (thirty) 30 days prior written notice
to the City sent by certified mail.
04/04/96
24
- -
5. If the Contractor fails to maintain any of the insurance coverage
required herein, then the City shall provide ten (10) business days written notice after
which the City will have the option to declare the Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order
that the required coverage may be maintained. The Contractor is responsible for any
payments made by the City to obtain or maintain such insurance, and the City may
collect the same from the Contractor or deduct the amount paid from any sums due the
Contractor under this Contract.
XXXII. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of the City and on behalf of the Contractor in connection with
the foregoing are as follows:
r
For City: Title
Name
Address
For Contractor: Title
Name
Address
Proiect Directors
Lee Rautenkranz or Lisa Hildabrand
1200 Carlsbad Villaoe Drive
Carlsbad. CA 92008
VILE ?)ze3mx el(L Gwdcc
SelJce E. L447&5~
(032 bvlvl~ s-i-
c-, CL4 9-33
04/04/96
25
.-- ‘7
- -
I
s XXXIII. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the
duration of the contract.
Executed by Contractor this /g ” day of , 193 /3or/ /
CONTRACTOR: CITY:
BI-TECH SOFTWARE, INC. CIlY OF CJRLSBAD, a municipal
mia
L/ Executive Vice President Mayor
ATTEST:
r Secretary City Clerk KAREN R. KUNDTZ, Assistant City Clerk
(Proper notirial acknowledgment of execution by Contractor must be attached.)
(President or Vic&President and Secretaty or Assistant Secretary must sign for corporations. If only one
officer signs, the corporation must attach a resolution certified by the Secretary or Assistant Secretary
under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
Deputy City Attorney
.
26 04~03M
State df kpfi &- 7, &Q
County of Q&LeYY
P-- </fz/ CT& before me, _ g&i(-&- ‘~?/:.-~/~/;L.k ( ,
AAME, TITLE OF GFFICER E.G.. ‘JANE 6OE. NOTARY PUBLIC
personally appeared
a personally known to me - OR - a proved to me on the basis oysatisfactory evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
ullWUUUmUIIUlIIWUJ1lllll~llilulll~ or the entity upon behalf of which the
OCflCIAC SEAL E person(s) acted, executed the instrument.
1QlBwb
STELLA M. STRlCK‘ER~ woruv WELIC - CAcIfoaNIA m WITNESS my hand and official seal.
COUNTV Of DUml 0 _Y
$y Commhslon Explm Janu8ry 1% tDOI i
ii,“rlurmmm,nllul~~l”“l,l,l,ulUllll~~u~ill~ / SIGNATURE OF NOTARY
- OPTIONAL SECTION -
CAPACITY CLAIMEO BY SIGNER
Though statute does not require the Notary to fill in the data below. doing so may prove Invaluable to persons relyng on the document.
0 INDIVIOUAL
q CORPORATE OFFICER(S)
TITLE(S)
0: PARTNER(S) q LIMITED
l-l GENERAL
ZALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT - NO 5193
0 ATTORNEY-IN-&kT
0 TRUSTEE(S)
0 GUARDIAN/CONSERVATOR
cl OTHER:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(W)
OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT
THE DOCUMENT DESCRIBED AT RIGHT: NUMBER OF PAGES DATE OF DOCUMENT
Though the data requested here IS not reqwrad by law,
mt could prevent fraudulent reattachment ot this form. SIGNER(S) OTHER THAN NAMED ABOVE
“C 01993 NATIONAL NOTARY ASSOCIATION * 8236 Aemmet Ave.. P.O. Box 7184 l Cancga Park, CA 91309.7184
l
.
-NAME. TITLE OF OFFICER. E.G., *JAN DOE. NOTARY PUBLIC q INDlVlDUAL
7 0 CORPORATE OFFICER(S) personally appeared L i, ,~i‘L I .I J J TITLE(S)
0 personally known to me - OR - q proved to me on the basis of satisfactory evidence 0 PARTNER(S) 0 LIMITED
to be the person(s) whose name(s) is/are l-l GENERAL
subscribed to the within instrument and ac- 0 ATTORNEY-IN-FACT
knowledged to me that he/she/they executed 0 TRUSTEE(S)
the same in his/her/their authorized
capacity(ies), and that by his/her/their q GUARDIAN/CONSERVATOR
signature(s) on the instrument the person(s), q OTHER:
~luIIIIIRUUIlIlIUlUl~~~ll~fu~~llllllll~~~~lll~ or the entity upon behalf of which the
i Off;~;MS~-’ ; person(s) acted, executed the instrument.
‘J) STELLA M. STR~CKLERP SIGNER IS REPRESENTING:
%
NOTAll* l UOLIC - cALlfOnNm u) NAME OF PERSON(S) OR ENTITY(IES)
COUNW Of @uwg 0 WITNESS my hand and official seal.
piMr ~~mrnioo~on Bsp(m JanU-Y 1% la” 3 ~~~~;~~~~un~i~~~l~ullUu~~~~~~~~n~
1’ r SIGNATURE OF NOTARY
OPTIONAL SECTION
- OPTIONAL SECTION -
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so may prove invaluabk to persons relying on the document.
4
CALIFORNIA ALLPURPOSE ACKNOWLEDGMENT NO. 5193
THIS CERTIFICATE MUST BE AlTACHED TO TITLE OR TYPE OF DOCUMENT
THE DOCUMENT DESCRIBED AT RIGHT: NUMBER OF PAGES DATE OF DOCUMENT
Though the data requested here is not required by law. tt could prevent fraudulent reattachment of this form. SIGNER(S) OTHER THAN NAMED ABOVE
$3 P1993 NATIONAL NOTARY ASSOCIATION - 8236 Ftemmet Ave., P.O. Box 7184 l Canoga Park, CA 91309-7184
c
* ’ .
F
ATTACHMENT A
SOFTWARE MAINTENANCE AGREEMENT
I. STANDARD MAINTENANCE
Other than third party products, the Contractor agrees to provide the City with a
one (1) year Warranty for the Software described in and licensed by this Contract,
commencing with Contractor’s certification to the City of the readiness of the Software
for Installation Acceptance Testing as set forth in Section IX of this Contract. Said
Warranty is provided to the City at no charge.
Upon the first annual renewal date after final acceptance of the software, the City
shall have the option of purchasing the Contractor’s maintenance coverage for a period
of one (1) year and renewable annually unless terminated by the City, pursuant to the
terms set forth herein.
As long as the City is paying for maintenance with respect to the Software under
the terms set forth herein, the Contractor shall provide to the City at no additional cost
(and, to the extent applicable, install or give adequate instructions for the installation of
magnetic image program updates and additions) the following goods and services:
A. All user guide updates created by the Contractor which relate to the Software.
B. All program updates and additions for use with the Software which are
developed by the Contractor, provided, however, that no such program update or
addition shall materially impair the functionality or performance characteristics of the
Software. Documentation updates which relate to particular program updates and
additions will be included in magnetic image with the Software mailing; hard copy
.-c- documentation will normally follow immediately after delivery of the Software updates
and additions.
04/04/96
27
C. Phone-in consultation services in which the City may request and receive verbal
- information regarding the use of the Software. Normal response to client-initiated
requests for information will be within four (4) hours. These services shall be available
during the hours of 500 a.m. to 500 p.m., Pacific Standard Time, on standard business
days. The City agrees to attempt to locate information in provided user documentation
prior to use of phone-in consultation service.
D. Phone-in consultation services will also be available on a 24-hour basis as
needed. Fees for such services delivered during times other than those stated above
shall be at a rate negotiated by the parties and will be in addition to the costs stated in
Section II below.
1. As the Contractor provides updates to its Software, remote support may be
required via telecommunications. The City agrees to install and maintain, for the
duration of this Contract, a 14.4 (minimum) BPS modem.
2. All program changes deemed necessary by the City (including any program
updates and additions) to make the software perform as described in the user guides,
provided, however, that no user guide update shall be effective to delete or reduce a
functional specification without the City’s consent.
Maintenance services shall be provided with sufficient promptness in an effort to
avoid down-time. Any modifications not made by the Contractor, and the results caused
thereby to the Software shall be the sole responsibility of the City.
For the term of this Software Maintenance Agreement, the Contractor shall provide
the City, on a timely basis, with updates necessary for the System to continue to
- accomplish its principal computing functions and with updates reflecting improvements
made to the Software by the Contractor. If the City notifies the Contractor that it
04104196
28
h
. ’
suspects an error in the program logic or documentation of the Software, the Contractor
shall, as part of such support, use its best efforts to confirm the existence of the error
and correct it. ;
The Contractor shall provide the City with such modifications to the Software as
the City may reasonably require to maintain the compatibility of the Software with new
releases or updates of the HP Unix operating system. Said modifications shall be
provided as part of the Software Maintenance Agreement at no additional cost.
The City will have the option, at the end of the first year Warranty under this
Contract, to extend such maintenance from year to year. Should the City not exercise
the option to extend maintenance beyond the first year of maintenance under this
Contract, the City retains the right to purchase at cost from the Contractor any future
releases and/or enhancements to the Software, including modifications to the Software
r‘
to maintain its compatibility with new releases of the operating system.
The City accepts responsibility to remain current with maintenance on all third party
products that are required for use with IFAS.
II. HASSLE FREE SUPPORT
As long as City is paying for Standard Maintenance under the terms and conditions
stated in Section I and Ill of this Attachment A, City shall have the option to purchase
Hassle Free Support (HFS) as further defined herein. Under HFS, Contractor shall provide
to the City the following goods and services:
A. Automatic updates for identified software corrections and general IFAS system
enhancements on a routine and regular basis.
9. Updates, including all documentation, shall be transmitted via remote
telecommunications transmission under the terms and conditions set forth in the Software
04/04/96
29
Maintenance Agreement.
- C. A locally accessible log of all Bi-Tech activity performed to effect the remote
update shall be available immediately upon completion of the HFS process.
Licensee agrees to provide direct access of the licensed IFAS system to Bi-Tech for
purposes of performing all update activities via remote telecommunications transmission. A
modem with a minimum speed of 14,400 BPS must be provided by the licensee for all HFS
updates. Access to the system by Bi-Tech shall conform to the procedures as identified by
the City. The licensee shall inform Bi-Tech in writing no less than thirty (30) business days
prior to any changes in the HFS log-on procedures or as mutually agreed upon. If Bi-Tech
is instructed to provide HFS Maintenance to any directory/account other than the client’s
‘Production’ directory/account, it shall be the responsibility of the client to update the
‘Production’ directory/account prior to the next scheduled HFS update.
/p
The licensee shall have the option, at the end of the first year of HFS Maintenance
under this Agreement, to extend such maintenance on a year to year basis.
Should the Licensee not exercise the option to extend HFS Maintenance beyond the
first year of maintenance under this Agreement and continue standard maintenance under
the Software Maintenance Agreement, the Licensee retains the right to obtain any software
corrections, future releases, and/or enhancements, including modifications to the Software
to maintain its compatibility with new releases of the operating system through the then
standard method of update supported by Bi-Tech.
III. CHARGES
The charges for the City’s maintenance coverage shall be based on a rate of 12% of the
undiscounted price of the Software as set forth in Attachment 9. In addition, the City may
opt to purchase “Hassle Free Support” as further described above for an additional annual
04/04/96
30
,
fee of $1,550 per year.
All maintenance charges are subject to annual increases provided that such increases
cannot be accessed during the term of such extended coverage. Annual increases in
maintenance coverage are limited to the increase in the previous year’s CPI for Urban
Wage Earners (all items) - Western Region or 2%, whichever is less.
IV. PAYMENT SCHEDULE
Payment of maintenance charges, plus applicable taxes, may be pro-rated the first year
to a date as specified by the City, and will be paid annually thereafter.
04/04/96
- ?
ATTACHMENT B
COST SUMMARY
r
Item
List Purchase
Price Discount Price
iOFTWARE 8 IMPLEMENTATION
3i Tech Application Modules
General Ledger
NUCLEUS
Accounts PayablelEncumberance
Accounts Receivable/Cash Receipts
Check Management
Person/Entity Database
AD HOC Reporting/Budget Models
Click, Drag & Drill
Job/Project Ledger
Budget Item Detail
Purchasing
Payroll
Human Resources
Position Control
Fixed Assets
28,050 0% 28,050
8,250 0% 8,250
16,500 0% 16,500
16,500 0% 18,500
8,250 0% 8,250
4,950 0% 4,950
Incl. 0% 0
Incl. 0% 0
19,800 15% 16,830
9,900 15% 8,415
15,675 15% 13,324
28,400 15% 22,440
26,400 15% 22,440
7,425 15% 6,311
9,900 15% 8,415
iub-Total Bi Tech Application Modules
li Tech Medications
Benefits based on seniority
Active employee no accrual
Sierra Permit Interface
iub-total Bi Tech Modifications
nformix Software
Online Dvlp.
Online RT
ESQUC, Dvlp
ESQUC, RT _
C-ISAM, RT
l4GL, Dvlp
l4GL, RT
iub-total lnformix Software
BicroFocus Software
MF Cobol, Dvlp
MF Cobol, RT-first user
MF Cobol, RT-added users
iub-total MicroFocus Software
198,000 180,875
2,800 0% 2,800
1,400 0% 1,400
N/C N/C
4,200 4,200
7,500 15% 6,375
48,375 15% 41,119
375 15% 319
8,930 15% 7,591
3,600 15% 3,060
2,700 15% 2,295
13,500 15% 11,475
84,980 72,233
1,250 20% 1,000
250 20% 2oc
2,300 20% 1,84C
3,800 3,040
r--
-
. ’ ATTACHMENT B
COST SUMMARY
Item
Additional Software
TRIAD Module
GUI (5@$1 OO/station)
ODBC 8 I-Net Products (48@$200/station)
iub-total Additional Software
rraining and Implementation Services
Standard Training Assistance (53@$625/day)
Consulting (34@$700/day) - Includes consulting,
additional imp. assistance, data conversion.
Additional Consulting Days (Triad, GUI 8 ODBC) (6@$700/day)
iub-total Training and Implementation Services
3i Tech System Integrator Role (Phase I Only)
;RAND TOTAL - SOFTWARE 8, IMPLEMENTATION
3i Tech Application Modules - Price Protection*
Stores Inventory
Business & Animal Licenses
l Price protected until 12/31/98.
iARDWARE
iewlett Packard Hardware & Services
Hardware - HP/9000
Software
System Support .
Single Event Support
sub-total Hewlett Packard Hardware & Senrices 90,888
;RAND TOTAL -SOFTWARE, IMP. & HARDWARE 484,O-l a
-
List
Price
4,125
500
9,600
14,225
10%
10%
10%
50%
20%
100%
0%
3,713
450
8,640
12,803
33,125
23,800
4,200
81 ,125
7,000
373,330
16,563
19,040
0
35,603
7,000
315,553
19,800 09 19,8OC
9,900 09 9,9oc
62,894
14,742
5,132
7,920
C
C
62,894
14,742
5,132
7,92c
90,681
(
(
406,241
Discount
Purchase
Price
I ’ . .
ATTACHMENT C
CITY OF CARLSBAD REQUEST FOR PROPOSAL
FOR FINANCIAL INFORMATION SYSTEMS
SOFTWARE LICENSE AND SUPPORT
ON FILE IN THE CITY OF CARLSBAD CITY CLERK’S OFFICE
ATTACHMENT D
BI-TECH SOFTWARE, INC.
PROPOSAL TO
THE CITY OF CARLSBAD
ON FILE IN THE CITY OF CARLSBAD CITY CLERK’S OFFICE
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- A
c ATTACHMENT G
PAYMENT SCHEDULE l
-I
Milestone/Payment Item
% of Zumulatin
Total 8 % s
% of
Total
lewlett-Pz
:umulativ~
%
I. Contract Signing
Bi Tech Application Modules
Additional Software
HP Hardware
20 20 36,135
20 20 2,561
lnformix and Microfocus Software
Bi Tech Training and Implementation Services
Bi Tech System Integrator Role - Phase I
Sub-total
20
20
20
20
20
20
15,055
7,121
1,400
62,271
!. Upon Acceptance of the HP Hardware, informix
and Bi Tech initial Installation(l)
Bi Tech Application Modules
Additional Software
HP Hardware
lnformix and Microfocus Software (2)
Bi Tech Training and Implementation Services
Bi Tech System Integrator Role - Phase I
Sub-total
30 50
30 50
0 0
80 100
80 100
80 100
54,203
3,841
0
60,218
28,482
5,600
152,344
lot 101 90,681
90,681
1. Upon Acceptance of Phase I Modules* (or 120
days from completion of Milestone #2)
Bi Tech Application Modules
Additional Software
Sub-total
30
30
10
IO
10
10
80
80
54,203
3,841
58,043
1. Upon Acceptance of Phase Ii Modules* (or 210
days from the completion of Milestone X2)
Bi Tech Application Modules
Additional Software
Sub-total
90
90
100
100
18,068
1,280
19,349
i. Upon Satisfactory Completion of Phase ii
Stress Tests
Bi Tech Application Modules
Additional Software
Sub-total
18,068
1,280
19,346
rOTALS 311,354 90,68
Ulodifications 4,200
1) For definition of Acceptances, see Acceptance Testing
section within the Contract document.
‘! Proof of payment made by Bi-Tech for lnformix and
trvlicrofocus products required prior to this payment.
Bi Tech l- 3rd
, L
F ATTACHMENT H
FAITHFUL PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENT,
That (“Contractor”) and
(“Surety”) are held and firmly bound unto the CITY OF CARLSBAD, as Obligee, hereinafter called Owner, in the sum
of Dollars, for the
payment of which sum well and truly to be made, we bind ourselves, our heirs,
executors, administrators, successors, and assigns, jointly and severally, firmly by
these presents.
WHEREAS, the Contractor has been awarded and is about to enter into a contract with
Owner to perform all work required under the Bid Schedule(s) of the Owner’s
specifications entitled,
WHEREAS, the provisions of the Contract are incorporated by reference into this
Faithful Performance bond and shall be part of Surety’s obligation hereunder.
NOW THEREFORE, if Contractor shall perform all the requirements of said contract
required to be performed on his part, at the times and in the manner specified herein,
then this obligation shall be null and void, otherwise, it shall remain in full force and
effect.
PROVIDED, that
(1)
(2)
(3)
(4)
,-
any alternations in the work to be done or the materials to be furnished, which
may be made pursuant to the terms of the Contract, shall not in any way release
Contractor or Surety hereunder,
any extensions of time granted under the provisions of Contract shall not release
either Contractor or Surety from their respective obligations to Owner,
notice of any such alterations or extensions of the Contract is hereby waived by
Surety,
any payments (including progress payments) made on behalf of Owner to
Contractor after the scheduled completion of the work to be performed pursuant
to the Contract shall not release either Contractor or Surety from any obligations
under the Contract or this Faithful Performance Bond, or both, including any
obligation to pay liquidated damages to Owner.
CAkIF~RNlA ALL=l’“RPO?r ACKNOWLEDGMENT
A
No. 5907
state Of CALIFORNIA
County of BUTTE
On APRIL 9, 1996 before me, MARJORLE T. STEPuy PlTgZTr 55 55 , DATE NAME. TITLE OF OFFICER -E.G., “JANE DOE. NOTARY PUSLlC
personally appeared GARY SITTON ,
NAME(S) OF SIGNER(S)
0 personally known to me - OR - Bproved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
~((~~~~~i~~~~::~l~il~~~l~i:lli~“5~1~~ffl~~u5~~~1~ #,,~F:<;‘AL SLAL signature(s) on the instrument the person(s), ?i i3J57 *$
PpGw~;~ f; ~~=y~~~g or the entity upon behalf of which the
c ~*?JMr, OF surrt 0 person(s) acted, executed the instrument.
m;on Erpcrru Janwry 1% lQa@ g
WITNESS my hand and official seal.
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF AllACHED DOCUMENT
0 INDIVIDUAL
0 CORPORATE OFFICER
TITLE(S) TITLE OR TYPE OF DOCUMENT
0 PARTNER(S) 0 LIMITED
0 GENERAL
0 ATTORNEY-IN-FACT NUMBER OF PAGES
0 TRUSTEE(S)
8 ~U;;IAN/CONSERVATOR
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTlTY(IES)
SIGNER(S) OTHER THAN NAMED ABOVE
01993 NATIONAL NOTARY ASSOCIATION l 8236 Remmet Ave., P.O. Box 7184 l Canoga Park, CA 91309-7’184
-
c -
-
A-*- B&Tech Terminology ILL!!
rc-
AP - Accounts Payable
AR - Accounts Receivable
CDD - Click, Drag & Drill
A Windows-based report writer with “point and click” report definitions. CDD supports
linked “drill d own” reports, with optional pop-up selection criteria prompts that appear
prior to drilling down.
CK - Check Management
GUI - Graphical User Interface
What allows us to view the Bi-Tech software in a Windows-type environment.
EN - Encumbrances
GL - General Ledger
HR - Human Resources
IFAS - Interactive Fund Accounting System
What Bi-Tech calls its software package, which includes the various finance and accounting
modules.
NUCLEUS
Bi-Tech’s general purpose software system that provides security safeguards, centralizes
system information, provides a tool to create user/job interface dialogue, automatically
interfaces systems to users by conducting menu-driven job request dialogue, launches batch
jobs and created a standard structure for interfacing user given parameters to applications
programs.
PC - Position Control
A system designed to create and model budgets based on job and position assignments.
Position Control information can, at any time, be used to automatically create line item
budgets in the General and/or job Project Ledgers. Position Control information is fully
integrated with the Human Resource Information System, General Ledger, and Payroll.
PE - Person/Entity
This system maintains person and entity name and address information in a central
database. This database can then be used by all application software needing to access such
information, providing data consistency, accuracy and enhanced control.
PO - Purchasing
PY - Payroll
RJE - Recurrent Journal Entry
Creates automatic transactions.
TRIAD - Truly Relational Integrated Application Developer
A development platform that can be used to create specialized modules which need to be
fully integrated into other modules comprising Bi-Tech’s IFAS.
May 12,1998
Bi-Tech Software
Attn: Jennifer Bennett, Client Excellence
890 Fortress Street
Chico, CA 95973
RE: AMENDMENT NO. 1 TO ORIGINAL SOFTWARE LICENSING AGREEMENT
Enclosed for your records is a copy of the Agenda Bill and Resolution adopted by the
Carlsbad City Council on May 5, 1998, which approved the amendment to the original
Financial Information Systems Software, License and Support contract with Bi-Tech
Software. Also approved was additional City requested training, software modifications
and programming services. I have also enclosed a copy of Amendment No. 1 to the
original agreement.
If you have any questions regarding these documents you may call Gordon Peterson,
Info. Sys. Manager, at (760) 434-2915.
4a-=)+ KATHLEEN D. SHOUP
Sr. Office Specialist
1200 Carlsbad Village Drive * Carlsbad, California 92008-l 989 - (760) 434-2808 @