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HomeMy WebLinkAbout2000-02-15; City Council; 15627; Acceptance Thirdwave Electronic Document Management System* . . -w 2b-.- f!! 13w ‘A4r”; L fT) i? -. I‘ , s P . . g 2 d Y $ ‘3 UTY OF CARLSBAD - AGENh BILL -ek w I MTG. 2/15/2000 ACCEPTANCE OF AGREEMENT WITH THIRDWAVE CORPORATION FOR ELECTRONIC DOCUMENT MANAGEMENT SYSTEM RECOMMENDED ACTION: Adopt Resolution No. abdO-d$, approving an agreement with ThirdWave Corporation, for the purchase and implementation of Phases l and 2 of a citywide electronic Document Management System. ITEM EXPLANATION: On May 4, 1999, the City Council appropriated funds and authorized staff to proceed with issuance of a Request for Proposals (RFP) for an electronic Document Management System (DMS). On May 24, 1999, the RFP was mailed to thirty (30) interested companies. Seven (7) responses were received and those responses were reviewed and evaluated by the City’s consultant The Mattox Group/@doc. From this evaluation two vendors, whose proposed systems best met the City’s requirements, were requested to demonstrate their systems. After the demonstrations were held, the Consultant and the Records Management Project Committee determined that the FileNET System proposed by ThirdWave best met the City’s requirements. City staff and the Consultant performed site visits to evaluate the proposed software in use, and conducted reference checks of other ThirdWave customers. The selection of ThirdWave Corporation is based on the functionality of the Document Management System (FileNET) proposed, their experience in deploying Document Management Systems, their ability to provide full service Systems Integration, and strong customer recommendations. The Agreement covers both Phase 1 and Phase 2 of the DMS project, and includes software, hardware, systems integration, training, and document conversion. Phase 1 consists of two concurrent pilot projects: (1) installation of the DMS for approximately 20 users comprised of staff in the City Clerk’s/Records Department, Information Systems and Autocad Specialists in Public Works; and (2) the conversion of critical documents, plans, drawings and maps. The following most frequently referenced documents will be converted: l All deeds l All Council Minutes l Council Agenda Bills from 1988 to present l Agreements/Contracts from 1988 to present l Council Resolutions from 1988 to present l Council Ordinances from 1988 to present l All CMWD Minutes l CMWD Resolutions from 1988 to present l All Housing & Redevelopment Commission Minutes l Housing & Redevelopment Commission Resolutions from 1988 to present l Planning Commission Resolutions from 1988 to present l Public Works - All Plans and Drawings - - >* 1 * I I PAGE 2 OF AGENDA dlLL NO. /l& 7 Included in the Phase 1 conversion are a total of 350,000 documents and 110,000 plans and drawings. Phase 2 will expand the DMS system to include approximately 40 additional users who have the need to access frequently referenced documents. Those users will include staff in the Council Office, the City Manager’s Office, the City Attorney’s Office, and selected users associated with the development process. In addition to increasing the number of system users during Phase 2, also planned is the input of current documents in the City Clerk’s/Records Department such as Council Minutes, Agenda Bills, Agreements, and Deeds, into the Document Management System. In addition, Phase 2 provides for construction of an intranet structure to support the users, creation of workflow for internal use, creation of a “shopping cart” for cashiering, and implementation of electronic submissions of plans and drawings. FISCAL IMPACT: The total cost payable to ThirdWave Corporation is $729,351 for Phase I, and $227,282 for Phase 2, for a total of $956,633.00, which includes software, hardware, systems integration, training, and conversion costs. Funds necessary to cover the costs contained in the agreement have been previously appropriated and are available in the Records Department operating budget. EXHIBITS: 1. Resolution No. J&m -& approving an agreement with ThirdWave Corporation, for purchase and implementation of Phases 1 and 2 of a citywide electronic Document Management System. 2. Agreement with ThirdWave Corporation for the Document Management System, Phases 1 and 2. a) Attachment A - City of Carlsbad Request for Proposal, dated May 24, 1999. (On file in the City Clerk’s Office.) b) Attachment B - ThirdWave Corporation’s Proposal for a Document Management System, dated July 9, 1999. (On file in the City Clerk’s Office.) c) Attachment C - Addendum to Contract, dated January 17, 2000, with agreed to Additions/Modifications to the Scope of Work. (On file in the City Clerk’s Office.) d) Attachment D - DMS Project Costs Unit Price List, dated January 31, 2000. (On file in the City Clerk’s Office.) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 20 RESOLUTION NO. 2000-64 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A CONTRACT FOR THE PURCHASE OF A I CITYWIDE DOCUMENT MANAGEMENT SYSTEM WHEREAS, the need to replace the existing legislative history indexing program used by the City Clerk’s Department was identified as part of Phase VII of the Financial Information Systems Project; and WHEREAS, as part of that process, it was determined that there is also a great need to organize and automate other types of city records, forms and maps, and to improve employees’ ability to share and retrieve information quickly and effectively; and WHEREAS, the City desires to implement a Document Management System (DMS); and WHEREAS, in May, 1999, the City Council authorized staff to distribute a Request for Proposal (RFP) for a Document Management System, and appropriated funds for the project; and WHEREAS, seven responses were received in response to the City’s Request for Proposal for the Document Management System; and WHEREAS, the responses have been reviewed by the City’s consultant and the Project Committee; and WHEREAS, the response from ThirdWave Corporation (TWC) has been selected as that best able to meet the City’s needs; and WHEREAS, the total cost to implement Phases 1 and 2 of the system is estimated at $956,633, which includes the purchase of hardware, software and conversion costs. . 1 2 3 4 5 6 7 0 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 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. That the response of ThirdWave Corporation for provision of a Document Management System, Phases 1 and 2, is accepted, and a contract in the amount of $956,633, is hereby awarded to ThirdWave Corporation, for the purchase of hardware, software, and document conversion costs. 3. That funds are available in Records Management Department budget to fund this project. 4. That the Mayor is hereby authorized to execute the Contract between the City of Carlsbad and ThirdWave Corporation. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on the 15th day of February , 2000, by the following vote, to wit: AYES: Council Members Lewis, Hall, Finnila, Nygaard and Kulchin NOES: None ABSENT: None ATTEST: LORRAINE M. WOOD, City Clerk (SEAL) AGREEMENT THIS AGREEMENT is made and entered into as of the &rA day of h- 2000, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and Third Wave Corporation, a California Corporation, hereinafter referred to as “Contractor”, or ‘TWC”. RECITALS City desires to purchase a Document Management System. Through a competitive proposal process the City has selected Third Wave Corporation as the Contractor with the proposed solution that best fits the needs of the City to provide the necessary the necessary software, hardware, systems integration and conversion services for Phases 1 and 2 of the Document Management System; and Contractor possesses the necessary skills and qualifications to provide the services required by the City to furnish, install, implement and maintain the system; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. CONTRACTOR’S OBLIGATIONS The Contractor agrees to provide system analysis, design, staging and configuration, implementation, testing, document, training, document conversion, project management, DMS hardware and software, and support, as contained in: the City’s Request for Proposals, dated May 24, 1999 (Attachment A); Thirdwave rev. 12/28/99 -1 - Corporation’s Proposal for the Document Management System, dated July 9, 1999 (Attachment B); and as modified by the agreed to Additions/Modifications to the scope of work in the Addendum to the Contract, dated January 17,200O (Attachment C); and DMS Project Costs unit price list dated January 31, 2000 (Attachment D). In addition, the Contractor grants to the City a nonexclusive, nontransferable, perpetual license for the use of the Document Management System software, as listed in Attachment B, and as more fully described in Attachments C and D. The City is hereby granted the rights to use the Software according to the terms and conditions of this contract. Contractor also agrees to provide professional services in accordance with the Implementation Schedule set forth in Attachments A, B , C and D for the design, configuration, delivery and installation of the software, and warrants that the software will be and will perform as specified in the Contract. The Contractor agrees to provide training and training materials to City personnel in the use of the software as required by the Contract, and agrees to provide systems integration support for the installation and implementation of the hardware and software purchased from Third Wave as specified in the Contract and Attachments A, B, C, and D. Contractor shall assume this task from the effective date of this Contract until successful completion of the performance/acceptance tests for each deliverable, more particularly, the Contractor agrees to provide the following: Phase 1: A. Project Initiation as listed as Task T 1 .O in Attachments A-D to this Contract. B. Analysis and Requirements Definition as listed as Task T 2.0 in Attachments A-D to this Contract. rev. 12/28/99 -2 - C. System Design as listed as Task T 3.0 in Attachments A-D to this Contact. D. System Staging and Configuration as listed as Task T 3.0 in Attachments A-D to this Contact. E. System Implementation as listed as Task T 5.0 in Attachments A-D to this Contract. F. Comprehensive Testing as listed as Task T 6.0 in Attachments A-D to this Contract. G. Documentation Testing as listed as Task T 7.0 in Attachments A-D to this Contract. H. Training as listed as Task T 8.0 in Attachments A-D to this Contract. I. Conversion as listed as Task T 9.0 in Attachments A-D to this Contract. J. Project Management as listed as Task T1O.O in Attachments A-D to this Contract. K. Document Management System (Hardware and Software) as listed as Task T 11 .O in Attachments A-D to this Contract. Phase 2: A. Phase 2 Project Initiation Meeting as listed as Task T 1 .O in Attachments A-D to this Contract. B. Analysis and Requirements Definition as listed as Task T 2.0 in Attachments A-D to this Contract. C. System Design for Phase 2 as listed Task T 3.0 in Attachments A-D to this Contract. rev. 12128199 -3 - D. E. System Implementation for Phase 2 as listed as Task T 5.0 in Attachments A- F. G. H. I. J. K. System Staging/Configuration as listed as Task T 4.0 in Attachments A-D to this Contract. D to this Contract. Comprehensive Testing as listed as Task T 6.0 in Attachments A-D to this Contract. Documentation as listed as Task 7.0 in Attachments A-D to this Contract. System Training as listed as Task 8.0 in Attachments A-D to this Contract. Project Management as listed as Task 9.0 in Attachments A-D to this Contract. Document Management System (DMS) Hardware and Software as listed as Task T 10.0 in Attachments A-D to this Contract. System Support as listed as Task T 11.0 in Attachments A-D to this Contract. The Contractor will be solely responsible for: coordinating the installation of the hardware and software at the City’s site, and will ensure the availability of personnel required to complete the installation within the projected time frame within this contract; ensuring that the software performs according to the specifications in Attachments A, B, C, and D; being the sole source of contact for all Hardware and Software installation and operation issues through Phases 1 and 2 of this Contract as specified in Attachments A, B, C, and D to this Contract; troubleshooting any deficiencies, problems or other conflicts in the operation of Hardware or Software to identify the source and take whatever actions necessary to rectify the deficiency, problem or conflict. -4- rev. 12/28/99 - 2. CITY OBLIGATIONS The City shall have the responsibilities as set forth below: A. The City agrees to use the Software licensed under this Contract for its own use on the City’s computer system, with the exception that public access to the information contained within the system may be provided in later phases either via the intemet or at onsite facilities. Accompanying documentation and user guides may be reproduced for internal use, distribution and training purposes. B. The City acknowledges that the City’s right to use the Software shall at all times be subject to the restrictions set forth in this Contract. C. The City acknowledges that the Software, including modifications made by the Contractor, constitutes a valuable property, and the City agrees, within its control and capacity, to hold all of the Software and related documentation in strictest confidence, agrees not to use them except in the performance of this Agreement, and agrees to release them only to employees requiring the Software and related documentation. The obligation contained in this paragraph (2C) shall exclude any matters already in the public domain or later made public through no fault of either the contractor or the City, and shall also exclude anything which is required to be disclosed by court order, statute, regulation, or decree, including any applicable public open records laws. -5 - rev. 12128199 D. The City agrees to assign a Project Manager and a backup Project Manager who will serve as Contractor’s primary contact. Contractor will submit all deliverables to the Project Manager in accordance with Section 2.6 of Attachment C, the Addendum to the Contract. However, the city agrees that any delay in the City’s completion of tasks shall not be considered a breach of this Contract or a basis for added cost for the Contractor. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) days after receipt of Notification to Proceed by the City and be completed according to the Implementation Schedule in Attachments A, B, C, and D. Extensions of time may be granted if requested by the Contractor and agreed to in writing by the Records Manager. The Records Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Contractor, or delays caused by City inaction or other agencies’ lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall be as identified in Attachment D, Phase I : $729,351, and Phase 2: $227,282, for a total of $956,633. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, “Changes in Work.” The City reserves the right to withhold a ten percent (10%) retention until the project has been accepted by the City. rev. 12/28/99 -6 - Incremental payments, if applicable, should be made as outlined in attached Attachments A, B, C, and D. The City will also reimburse Contractor for reasonable expenses during this Contract, as contained in Attachment D, in amounts not to exceed $7,520 for Ph ase 1 and $5,885 for Phase 2. 5. DURATION OF CONTRACT This Contract shall commence upon issuance of the Notice to Proceed by the City, and shall extend through the Implementation period as outlined in Attachments B, C, and D, unless terminated as provided herein. The contract may be extended by the City Manager for one additional one (1) year period or parts thereof, based upon a review of satisfactory performance and the City’s needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of fees for approved deliverable items on the invoice shall be made in accordance with Section 2.16 of the Addendum to the Contract, Attachment C, following and within 30 days of City testing and acceptance of each deliverable. 7. FINAL SUBMISSIONS Within 15 days of completion and approval of the tasks and deliverables for Phases 1 and 2, outlined in Section I of this Contract, and further outlined in Attachments A, B, C, and D of this Contract, the Contractor shall deliver such deliverables to the to the City for testing and acceptance as deemed necessary by the City. rev. 12128199 -7 - a. 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 Agreement shall be prepared by the City and approved by the City according to the procedures described in Carfsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. 9. 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 agreement, and that Contractor has not paid or agreed to pay any 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 agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. -8 - rev. 12/28/99 10. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. 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 Manager may terminate this contract for nonperformance by notifying the Contractor by certified mail of the termination of the Contractor. The Contractor, thereupon, has five (5) working days to deliver said documents owned by the City and all work in progress to the Records Manager. The Records Manager shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Contractor has performed which is usable and of worth to the City in having the contract completed. Based upon that finding as reported to the City Manager, the Manager shall determine the final payment of the contract. This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or 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; however, the total shall not exceed the lump sum fee payable under paragraph 4. The City Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. rev. 12/28/99 -9 - 12. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement 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 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 Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of Carisbad to disquali or from the selection process. The provisions of Carlsbad Municipal Code sections 3.32.02 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. rev. 12/28/99 -10 - 13. JURISDICTION The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. 14. 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 services under this agreement 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 its employees or subcontractors. The City shall not be required to pay any workers’ compensation insurance or unemployment contributions on behalf of the Contractor or its employees or subcontractors. The Contractor agrees to indemnify the City within 30 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 subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by the City from any balance owing to the Contractor. rev. 12/28/99 -11 - 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, Subcontractors and Consultants that are included in this agreement. 15. CONFORMITY TO LEGAL REQUIREMENTS The Contractor shall cause all documentation and specifications to conform to all applicable requirements of law: federal, state and local. Contractor shall provide all necessary supporting documents to the City. 16. OWNERSHIP OF DOCUMENTS All plans, studies, documentation, reports, and specifications as herein required are the property of the City; whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, reports, and studies shall be delivered forthwith to the City. 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. 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 attorneys fees arising out of the performance of the -12 - rev. 12128199 work described herein caused 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. 19. 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. 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor’s subcontractor and of the persons either directly or indirectly employed by the subcontractor, 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 subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor 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. 21. 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 agreement, 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 -13- rev. 12/28/99 similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, “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. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 25. 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 agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. rev. 12/28/99 -14 - 26. 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 subcontractors. 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 Best’s Key Rating of not less than “A-:V” and shall meet the City’s policy for insurance as stated in Resolution No. 91-403. A. Coveraaes and Limits. Contractor shall maintain the types of coverages 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 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. -15- rev. 12128199 -. I’ ( * 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 ,OOO,OOO 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 agreement 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. 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 agreement and any extension thereof and shall not be canceled without 30 days prior written notice to the City sent by certified mail. 5. If the Contractor fails to maintain any of the insurance coverages required herein, then tf~~ 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 coverages may be maintained. The Contractor is rev. 12/28/99 -16 - - 27. PERFORMANCE BOND As surety for vendor performance under this Contract, the Contractor will furnish a surety bond executed 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. The bond will be required within twenty (20) days from the date of award of the contract. 28. 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: For City: Title Name Address For Contractor: Title Name Address Records Mananer. Citv of Carlsbad Lorraine M. Wood 1200 Carlsbad Village Drive Car&bad. CA 92008-l 989 President/CEO. Third Wave Corooration Rev R. Hemandez 11400 West Olvmoic Boulevard, Suite 650 Los Angeles. CA 90064 29. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. rev. 12128199 -17 - 29. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. 30. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, along with the purchase order for this contract and its provisions, embody the entire agreement and understanding between the parties relating to the subject matter hereof. In case of conflict, the terms of the agreement supersede the purchase order. Neither this agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. * Executed by Contractor this v+ CONTRACTOR: T+lrroMlfNe- LoGrQ, (name of Contractor) By:: day of f%%to f@y ,200o. - (sign here) c/VCCMJ~E WLEWfS, mayor ATTEST: (Proper notarial acknowledgment of execution by Contractor must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Othentvise, the corporation must attach a rev. 12128199 -18 - Resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) APPROVED AS TO FORM: RONALD R\BALL, City Attorney r\- l BY: t&ii - Deputy tity Attorney rev. 12/28/99 -19 -