HomeMy WebLinkAbout2002-01-08; City Council; 16506; Approval Phase 3 Document Management System Thirdwave CorporationE B a
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CITY OF CARLSBAD - AGENDA BILL I
AB # h’+& TITLE:
MTG. l/8/02 APPROVAL OF IMPLEMENTATION OF PHASE 3 OF
CITYWIDE DOCUMENT MANAGEMENT SYSTEM
DEPT. Records AND AGREEMENT WITH THIRDWAVE CORPORATION CITY MGR.=
RECOMMENDED ACTION:
Adopt Resolution No. ao&r-01 $ approving the expenditure of funds for the
purchase and implementation of Phase 3 of the Citywide electronic Document
Management System (DMS), approving an agreement with ThirdWave Corporation for
the project; and
To receive an update on the status of the Document Management System.
ITEM EXPLANATION:
Project Background:
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. The RFP was issued on May 24, 1999, with responses
received and evaluated thereafter. On February 15, 2000, the City Council approved
an Agreement with ThirdWave Corporation for the purchase and implementation of
Phases 1 and 2 of the Citywide electronic Document Management System.
Phase 1 was begun in March, 2000, and included software, hardware, systems
integration, training and document conversion. Phase 1 consisted of two concurrent
pilot projects: (1) Installation of the DMS for 21 users in the City Clerk/Records
Department, Public Works/Engineering, and Information Technology Department; and
(2) Conversion of critical text documents, as well as maps and drawings. The
following most frequently referenced documents were converted: Deeds, Council
Minutes, Council Resolutions, Council Ordinances, Council Agenda Bills (1988 to
present), Agreements/Contracts (1988 to present), CMWD Minutes and Resolutions,
Housing & Redevelopment Commission Minutes and Resolutions, Planning
Commission Resolutions, and Engineering and Planning maps and drawings.
Phase 2 was begun in July, 2000, and included software, system integration, training,
and the addition of approximately 85 users who had the need to access those
documents in the system. The users included staff in the Council Office, the City
Manager’s Office, the City Attorney’s Office, and selected users in Building, Code
Enforcement, Purchasing, Planning, and P/W Engineering.
In addition to increasing the number of system users in Phase 2, additional scan
stations were added and designated staff in the City Attorney’s Department, P/W
Engineering, Building/Code Enforcement, and Planning Department were trained and
are adding selected documents from their departments into the DMS. In addition,
scanning of day forward documents in the City Clerk/Records Management
Department has occurred, and day forward scanning of maps and drawings has been
accomplished at Faraday, by designated records management staff.
PAGE 2, AGENDA BILL NO. 1615%
Phase 3 Recommendations:
Phase 3 will improve access to, and management of, City documents through
continued implementation and expansion of the DMS to meet the needs of system
users. It includes expansion of the system to include approximately 160 additional
users from Administrative Services, Finance, Fire, Human Resources, Housing &
Redevelopment, Police, Public Works, Purchasing, and Recreation. Overall, the
project will more than double the number of system users and will provide DMS
access to approximately 50% of the city work force.
In addition, one scan station will be added in the Purchasing Department where
designated staff will be trained and will be able to add selected documents to the DMS
utilizing an automated process. The DMS Goal Team reviewed the need for a scan
station in Purchasing and supported their request to automate their documents and
processes.
The Phase 3 project was also reviewed and approved by the Information Technology
Governance Committee, which analyzed the project background, scope, criteria and
benefits, versus citywide business goals. The ITGC also evaluated the project for
consistency with city information technology standards.
Public Access to DMS:
The additional software licenses required for Phase 3 will provide not only for the
additional system use by staff, but also for three public access terminals (one at City
Hall, two at Faraday), and public access at both libraries. Security measures required
for public access to DMS are currently being addressed with the installation and
testing of a firewall and creation of a bypass log-in for public use. The three public
access terminals have been purchased, with installation and testing planned for the
first quarter of calendar year 2002. Access to the DMS from public work stations at
both city libraries will follow successful implementation of the public access terminals.
Phase 3 also provides for an evaluation of public access via the internet.
FISCAL IMPACT:
The estimated costs for the Document Management System for Phase 3 is $107,233,
which includes the following: software costs of $34,353; hardware costs of $11,050;
and system integration and installation costs of $61,830. Phase 3 was previously
reviewed by the Leadership Team during the goal process, and funds were included in
the fiscal year 2001-02 Records Management budget. No additional appropriations
are requested.
PAGE 3, AGENDA BILL NO. ) b/ 50 (0
EXHIBITS:
1. Resolution No. 200 a-o/( , approving the expenditure of funds for the
purchase and implementation of Phase 3 of the citywide electronic Document
Management-System- (DMS)-, ,and approving an agreement with ThirdWave
Corporation for the project.
2. Agreement with ThirdWave Corporation for the Document Management System,
Phase 3.
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RESOLUTION NO. 2002-015
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING THE PURCHASE AND IMPLEMENTATION
OF PHASE 3 OF THE CITYWIDE DMS AND APPROVING AN :i
AGREEMENT WITH THIRDWAVE CORPORATION.
WHEREAS, the City has implemented an electronic Document Management
System (DMS) in order to organize and automate various types of city records, maps,
and drawings and to improve employees’ ability to share and retrieve information quickly
and effectively; and
WHEREAS, on February 15, 2000, the City Council approved an agreement with
ThirdWave Corporation for the purchase and implementation of Phases 1 and 2 of the
citywide electronic Document Management System; and
WHEREAS, Phases 1 and 2 of the Document Management System, which
included software, hardware, systems integration and installation, document conversion,
and training have been successfully completed; and
WHEREAS, the City desires to continue implementation of the Document
Management System project, with the approval of Phase 3, and
WHEREAS, a contract for Phase 3 of the Document Management System has
been negotiated with the vendor, ThirdWave Corporation, by the City’s project team,
and
WHEREAS, the DMS Phase 3 project and associated goal has been reviewed
and approved by both the Leadership Team, and the Information Technology
Governance Committee; and
WHEREAS, the total costs for implementation of Phase 3 of the Document
Management System is estimated at $ 107,233, which includes software, hardware,
maintenance, depreciation, system design, integration and installation costs.
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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Carlsbad, California, as follows:
I. That the above recitations are true and correct.
2. That the expenditure of $107,233 for the implementation of Phase 3 of the
citywide Document Management System is hereby approved.
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3. That the proposal of ThirdWave Corporation for Phase 3 of the citywide
Document Management System is accepted, and a contract in the amount of $96,183,
is hereby awarded to ThirdWave Corporation, for software, maintenance, system
design, configuration, integration and installation costs.
4. That the funds for this project have been included in the fiscal year 2001-
2002 Records Management budget.
5. 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 8th day of JANUARY , 2002, by the following vote, to wit:
AYES: Council Members Lewis, Kulchin, Finnila, Nygaard, Hall
NOES: None
ATTEST:
28 (SEAL
Page 2 of Resolution No. 2002~015
AGREEMENT FOR SYSTEMS INTEGRATION SERVICES
DMS PHASE 3
(THIRDWAVE CORPORATION)
THIS AGREEMENT is made and entered into as of the 11th day of
JANUARY 2002, by and between the CITY OF CARLSBAD, a,municipal
corporation, (“City”), and ThirdWave Corporation, a California Corporation, ’
(“Contractor”).
RECITALS
A. City requires the professional services of a Systems Integration Contractor
that is experienced in the provision of software, hardware, design and systems
integration services.
B. Contractor has the necessary experience in providing professional
services and advice related to the design and implementation of Phase 3 of the city’s
Document Management System (DMS).
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
“Services”) that are defined in attached Exhibit “A” (Scope of Work) and Exhibit “B”
(Project Schedule), which are incorporated by this reference in accordance with this
Agreement’s terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor’s profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of six (6) months from the date
first above written. The City Manager may amend the Agreement to extend it for one (1)
additional six (6) month period or parts thereof in an amount not to exceed twenty four
thousand dollars ($24,000). Extensions will be based upon a satisfactory review of
Contractor’s performance, City needs, and appropriation of funds by the City Council.
The parties will prepare a written amendment indicating the effective date and length of
the extended Agreement.
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4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be ninety six thousand one hundred eighty three dollars ($ 96,183 ). No other
compensation.for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. The City reserves the right to withhold a ten percent
(10%) retention until City has accepted the work and/or Services specified in Exhibit “A”.
Incremental payments, if applicable, should be made as outlined in attached Exhibit “A”.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor’s own way as an independent
contractor and in pursuit of Contractor’s independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers’ compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers’
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City’s election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to 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 Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor’s work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
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6. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Except as to the sole negligence or willful misconduct of City, Contractor will defend,
indemnify and hold City, its officers, agents and employees, harmless from any and all
loss, damage, claims, demands, liability, expense or cost, including attorney’s fees,
‘, which arises out of, or is in any way connected with the performance of, the Services by
Contractor or any of Contractor’s employees, agents or subcontractors, notwithstanding ‘I
that City may have benefited from their services.
The parties expressly agree that any payment, attorney’s fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City’s self-
administered workers’ compensation is included as a loss, expense or cost for the
purposes of this, section, and that this section will survive the expiration or early
termination of the Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement 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 services by Contractor
or Contractor’s agents, representatives, employees or subcontractors. The insurance
will 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-Y.
10.1 Coveraoes and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor’s
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor’s sole expense.
10.1.1 Commercial General Liabilitv 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 will apply
separately to the work under this Agreement or the genera! aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor’s work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
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10.1.3 Workers’ Compensation and Emolover’s Liabilitv. Workers’
Compensation limits as required by the California Labor Code and Employer’s Liability
limits of $1,000,000 per accident for bodily injury. Workers’ Compensation and
Employer’s Liability insurance will not be required if Contractor has no employees and
provides, to City’s satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor’sprofession with limits of not less than $1 ,OOO,OOO per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1
Liability.
The City will be named as an additional insured on General
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City’s execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 ‘Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
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12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
.final payment under this Agreement. ,. .I
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13. OWNERSHIPOF DOCUMENTS .I .e
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor’s records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For Citv: For Contractor:
Title: Records Manaoer
Department: Records Management
City of Carlsbad
Address: 1200 Carlsbad Villaae Drive
Carlsbad, CA 92008
Phone No.: (760) 434-2970
Name: Rev Hernandez
Title: President/CEO
Address: 11400 West Olvmpic Blvd.,
Suite 650
Los Anoeles, CA 90064
Phone No.: (310) 914-1481
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor’s duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City’s Conflict of Interest Code is required
of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor’s affected employees,
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agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor’s agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor’s agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully- informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor’s services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
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20. TERMINATION
In the event of the Contractor’s failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor ,will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for 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, City will 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 the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act applies to
this Agreement and, 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 City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
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acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all’provisions of law providing for a change of veriue in these proceedings to any ‘s I.
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR:
(sign here)
536!2+@ t+aw-a- &iwk?L Yfl
(print name/title)
ATTEST:
City Attorney Approved Version #05.22.01
If required by City, proper notarial acknowledgment of execution by contractor
must be attached. If a Corporation, Agreement must be signed by .one corporate
officer from each of the following two groups.
*Group A. **Group B.
Chairman, Secretary,
President, or Assistant Secretary, ,, I Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a 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
By:
Deputy City Attorney
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CALIFBWNIA ALL-PURPOSE ACKNOWLEDGMENT
State of Qdik--%i9
County of kS &QekS
On bed &+UO*f before me, Dved R&S N*m ? k& cc , Date Name and Tdle of Olker (e.g., =lene Doe: Notary Public”)
personally appeared Eu~ !io ko ‘I Hsrtv\~&~ a~! sti+‘n Ika~aA,d8rl~ Name(S) cd Sir(S)
Cl personally. known to me - OR - lj&oved to me on the basis of satisfactory evidence to be the person(s)
whose name(s)j&/are subscribed to the within instrument
and acknowledged,to me that h&be/they executed the
same in hisAef/their authorized capacity(ies), and that by
M/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted,
executed the instrument.
,
WITNESS my hand and official seal.
OPTIONAL
Though the information below is not required by law, it may prove yaluable to persons retyihg on the document and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: &or~~+- ks bSYHe.u& ;V+Q.qrskk+b SW
Document Date: IzhihBal Number of Pages: la
Signer(s) Other Than Named Above: -
Capacity(ies) Claimed by Signer(s)
Signer’s Name: Signer’s Name:
Cl Individual
&Corporate Officer
Title(s):
Wartner - Cl Limited Cl General
Cl Attorney-in-Fact
.
0 Trustee
Cl Guardian or Conservator
Cl Other:
Signer Is Representing:
I I
Cl Individual
EFCorporate Officer
Title(s):
0 Partner - Cl Limited 0 General
Cl Attorney-in-Fact
q Trustee
Cl Guardian or Conservator
0 Other:
Signer Is Representing:
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0 1994 National Notary Association * 8236 Remmet Ave., P.O. Box 7184 l Canoga Park. CA 91309-7134 Pmd. No. 5907 Reorder: Call Toll-Free 1400-876-6827
EXHIBIT “A”
SCOPE OF SERVICES
See: Attached Option 4, dated December 18,200l.
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EXHIBIT "A"
Quote and Scope of Work for Purchasing EDMS and Additional FileNET Concurrent User Licenses / Upgrades
City of Carisbad December 18,200l
Subject: Option 4 - Cost Proposal without Adobe Cluster Hub and Upgrading Five (5) Existing Kofax I Adobe Scan Stations
- I . ._ .
Review ScoLw/ City of Cartsbad /TWC Responsibilities, SOW, Deliverables, Schedule, Project Management
Methodology. Review the following documents: Project Plan I Schedule
Critical path and critical resources
The Clty aames to do this meeting via conference call D 1.1 Review Project Management Documents
Project status meetings
Review project progress and resolution of issues
Project Coordination
Revise project schedule
D 1.2 Ongohg Project Management / Coordhation
my 2.1 sita Preparation City agreed to provide adequate spacing and prepare the physical site environment for the
Purchasing Scan Station, e.Q., power, space etc.
NIA
Cify D 2.1: Site Premwatlon
Hold one on one working session with Purchasing Department to define additional zoning &forms recognition
ctty 2.2
D 2.2: Zoning & Forms Recognition Review Session
Wixk Procuss dntl lndexihg R(rvlew &ssiQn City agreed to hold one on one worktnp session with the Purchasing Deparlment
to define the indexing and workflow of the current processes.
City agreed to provide to TWC a detailed document of the indexing / worldlow process.
NE6
City D 2.2: Workflow Process & Indexing Document
---a .. m, -.I
Incorporate the detailed indexiing I woddlow process documents provide by City.
Document zoniw &forms recognition requirements.
Identify areas where the application does not clearly fit the
defined needs. Provide recommendations for resolving these
shortcomings.
1. Purchasing Dept
.
D 2.3: User Requkemen,nts Documenl
Define properties Define primary document types Define default and controlled values
Define zoning 8 forms recognition
D 3.1: Da&base design speciflcalion
, . - .*-,
Define the final physical architecture for the Purchasing Department:
1. Indexing strategy and schemes
2. Workflow patterns
3. Document set strategy and schemes
4. Security and access strategy and schemes
5. Data archiving methodology
6. User interfaces
ThirdWave Confidential 12/l %I01 3:30 PM Page 1
Quote and Scope of Work for Purchasing EDMS and Additional FileNET Concurrent User Licenses I Upgrades
City of Carlsbad December 18,200l
Subject: Option 4 - Cost Proposal without Adobe Cluster Hub and Upgrading Five (5) Existing Kofax I Adobe Scan Stations
7. Data interfaces
8. Define users, groups, security, storage
9. Define zoning 81 forms recognition
D 3.2: EDMS archltecW’e desiQn specification
D 3.3: lmaaing architecture design spacification
D 3.4: Draft Systems Design Document
City FttkvMv #i CdihebptLail f&&tin This document will be reviewed by City staff for
comments and suggested revisions.
Deliverable Cify 3.4: Cify Review de Comment
D 3.5: Systems Design Document Revisions
~ * . ~ I I- .
Install and Confkud new Purchasing EDMS Kifax Scan Staiioi and
Sewer. Customize properties in the DMS.
Scanning Workstation w/monitor (City will use existing WStation) l-f/W
Kofax Ascent Capture V5.x
Kofax Adrenaline board
Kofax VRS module
Fujitsu M4097DVRS Scanner w/ 1 year onsite Basic Service
D 4. I: installed and Configured Kofax Scan Station /Adobe Cluster
D 4.2 Upgrade FileNET IDM Wck Client (1)
ti& 4.2 Um& FiieNEVtbM fhick Client on Kotar Scan Stafiorir Cii agreed to upgrade the FileNR IDh4 Thick Client for the additional 5 existing
Kofax Scan Stations.
NIA
Ciiy D 4.2 Upgrade FileNET iDM Tnick Clients (5)
. 1 * . . . I . , : * -.- :I
Test installation and high-level system components in a
controlled environment at City of Carlsbad and
correct errors.
0 Modify database and user screens according to City of Carlsbad’s requirements
D 4.3: Tested EDMS System at City of Carlsbad
Prbt& full system’c&xJmen&~n updites including but not limited to:
Directory structures, Table relationships, database schema,
backup procedures, installation procedures, security and access
schemas, hardware configurations, document set and indexing,
client and server software configuration, worldlow configuration,
scanner configuration and process, maintenance procedures
System Admin Guide (1 hard copy & 1 electronic copy will be provided to the City)
Cost of production not included.
ThirdWave Confidential 12/19/01 3:30 PM Page 2
_I ,. ._ 1
I qt. . ..i.
Quote and Scope of Work for Purchasing EDMS and Additional FileNET Concurrent User Licenses / Upgrades
City of Carlsbad December l&2001
Subject: Option 4 - Cost Proposal without Adobe Cluster Huband Upgrading Five (5) Existing Kofax I Adobe Scan Stations
‘Note: per th8 City, this task 4.1 of optlon 3 and It’s assoc&t8d hours
has b88n tn3 incorpor8Wd in to phase 3 (option 4) Provide full system documentation updates including but not limited to:
new scan station installation procedures related to Kofax & Adobe Cluster Hub, security and access schemas, hardware/software configurations, document set
and -new’ indexing if applicabte.
D 5.1 Updaf8d Systems Admktlstmtion GuMe
User information relating to the customization, user operation.
Develop training materials for the Purchasing Scan Station Training.
(1 hard copy & 1 electronic copy will be provided to the City)
0 6.1: Custom Tailored Trainha hfat8rials
T 6.2.1 Custom Tailored Administrative Training Custom Systems Admin Training:
Informal administration training provtded to Cartsbad Systems Administrator.
This will mainly be done as OTJ (On The Job) training while installation proceeds.
4760
D 6.2.1: Custom Tailored Syst8m Admin Training
T 6.2.2 Custom Training on importing Provide training on importing hard copy documents using the new
Purchasing Scan Station. Train up to 5 end users
1 Class: 4hrs
1,440
D 5.2.2: Custom Trahlng on Importing
Proj8ct Expenses
This shall include direct project expenses, such as the following: o Hotel, Meals, Mileage, 32 cents per mile, and parking. o Electronic media used lo develop I transmit deliverables.
0 Shipping Charges, long distance telephone charges. o Photocopy and reproductions charges.
TOTAL PROJECT DEVELOPMENT COSTS tsla30 $61,830
T 8.1.1 Scanning Workstation w/ monitor (City will use Existing Scan Station)
T 8.1.2 Fujitsu M4097D-VRS Scanner w/ 1 year onsite Basic Service (City will pUrCh8S8)
1 WA N/A
1 N/A N/A
T 8.1.3 T 8.1.4 Kofax Adrenalin8 board - partll EH-850-1000 (City will purchase) Kofax Cable part# SC-1027-0000 for Adrenaline Board (City will purchase)
0 8.1.1: EDMS H8rdw8m & hlaint8nanC8
1 N/A N/A
1 N/A N/A
T 8.2.1
T 8.2.2 T 8.2.3
T 8.2.4
20 Content Services Shared User Lit 3.x, Concurrent Users Lit, English 20 1,404 28,060
FileNET Annual Silver Maintenance Shared User Lit 3.x Kofax ASC8nt Capture Version Upgrades; 1 Pack Upgrade to AC5 25K (AC 3-5) 1 648 648
1 Pack Upgrade to AC5 25K (AC 3-5) Annual Maintenance 1 32 32
ThirdWave Confidential 12/l 001 3:30 PM Page 3
Quote and Scope of Work for Purchasing EDMS and Additional FileNET Concurrent User Licenses / Upgrades
City of Carlsbad December l&2001
Subject: Option 4 - Cost Proposal without Adobe Cluster Hub and Upgrading Five (5) Existing Kofax/ Adobe Scan Stations
T 8.2.5 Kofax VRS scanning module - Model # SVlOOO-1000 1 578 578
0 8.0: EDMS MvxM~~~ and SoRwsre, Licenses & Maintensnce TOTAL HARDWARE AND SOFiWARE COSTS eh353 334,353
TOTAL PROJECT COST FOR OPTION 4 (Phss8 3) _ $93,183
s. Term8 8nd Condittonq
Prices ar8 good for 30 days.
Payment Terms am Net 30.
The costs herein are a fim?-fixed price with the exception of direct costs which is at cost.
invoices shall be submitted on a tasW.subtask basis, as each is completed and the deliverable pr%ded. ’
Hardware & software shalf be invoiced at such time as it has been ordered and arrives at TWC and/ or Cartsbad for configuration
and installation. Carl&ad wilt install all clients except for th8 8 existing Kofax Scan Stations. ThirdWave will provide the Scan Station Specification to City (see below).
City will perform thin client installs for 150 general users.
City will perform general user and scan training. All City Scan Stations must be able to connect I communicate with the Adobe Cluster Hub I Server on the network via TCPIlP Protocol. Project Schedule previously provided is subject to change pending project start date, change in Sow, antior conflicting scheduling.
FileNET Annual Silver Maintenance will be direct with FileNET; and the 1st year will be prorated so that it is aligned with the existing Silver Matntenance
Agreement (Item 8.2.2 may require separate PO directly with FileNET).
Fi8commended hardware specifications for Purchasing Kofax Scan Station
1. Kofax Scan Station for Purchasing DeparM8nt:
Windows NT4.0 workstation or Win 2000 Professional workstation platform. Plit I 1.5GMz processor or higher CPU. Minimum 512MB HAM
Minimum of 4MjB HDD. SCSI or ATI is fine.
lO/lOOMB Ethernet network card.
COIDVD ROM, floppy etc.
Monitor, keyboard and mouse.
ThirdWave COnfid8ntial 12/l 8101 3130 PM
EXHIBIT “B”
PROJECT SCHEDULE
See: Attached Project Schedule, dated December 21, 2001.
11
City Attorney Approved Version #05.22.01
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-
ACORD, CERTIFfCAT~ OF LfABltflY HWJRANCE 1
PRODUCT <310)326-6333 FAX C3A
Ni ckerson Insurance Services
Lit 10491589
p-0. 60~ 3579
.Torrance, CA 90510
INSURED ThIrdwave Corporation
11400 W. Olympic -Blvd, Ste.650
Los Angeles, CA 90064
THIS CERTWCATE B L IED AS A MAl-iER OF INFORMiTlO-N ONLY AND CONFERS No RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW.
INSURERS AFFORDING COVEfUGE
INSURER A: Hartford Insurance Conpny
INSURER B: Mercurv CiGual ty Insurance
INSURER C2
INSURER 0:
@ISURER E: I I COVERAGES :,
THE WLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NM&ED ABOVE FOR THE PCUCY PERIOD INDtCATED. NOTWlTliSTANDlNG ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCLMENT WITH RESPECT TO WHICH TI-HS CERTIFICATE MAY BE ISSUED QR MAY PERTAIN. THE M.SURANCE AFFORDED BY THE POLlClES DESCRIBED HEREIN tS SUBJECT TO ALL THE TERMS; EXCLUSIDNS AND CObJDlTlONS OF SUCH
POLICIES. AGGREGATE LMTS SHOWN MAY HAVE BEEN REDUCED BY PA4D CLAIMS
ER TYPE OF WSURARCE 1 WLlCYNUMBER ..
GENERAL LIABlUTY jS7SBAF57210 “;E:m: 10/13/2001
N
I
L
LlMlTS
EACH OCCURRENCE 15 1,000,00 10,'13/2002
COMMERCIAL GENERAL LlABILtTY
l- GEM AGGREGATE LlMlT A!?LIES PER:
POLICY LOC
AUTCMOBfLE LUBlLflY c11035030 - 03/05/2001
FzTuMr /: L,ooa,aat
03/05/2aO2 H ANYAUTO
ML OWNED AlJTDS
SCHEDULED AUTOS
HIRED AUTOS
NON-OWNED AUTOS
1
GAR4GE LlABlLkTY
ANY AUTO
BODlLY INJURY (F’er scident) I s
EACH OCCURRENCE Is
Ri3ENTiW S
WORKERS COMPENSATKIN AND
EMPLOYERS LlASlLlTY
AGGREGAlE s
f
S
‘AC STATU TORY LlMlTii 0ll-l ER-
E.L EACH ACMDENT 5
EL. DMZASE I EA EMPLOYE S
EL. lJlsEASE - PaIcY LIMIT f
fi,ooo,oao PER PERSON AND
$ 1 , 000 , 000 AGGREGATE
OTH ro essional Errors & F B kissions Liability TPL00002001 10/13/2001 10/13/2002
1 I J
ESCRIPTlDN OF OPUUTUINYLOCA’CIONSN~~C~E~~~U~S ADDED BY EwGORSEfSENTlSPEt3.AL PROWS ERTIFICATE HOLDER IS HEREBY NAMED AS ADDITIONAL INSURED WITH
IFTWARE DEVELOPMENT AS COVERED BY THIS POLICY
ESPECTS TO INSUREDS OPERATING DOING
I
CERI-FICA-I-E HOLDER 1 I ADMTIQNAL iNSlJRED; lNSURER LETTER: CANCELLATION - 1 SHDULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXllRATlON DATE THEREOF. THE ISSUING COMPANY WlLLENDEAVOR TO f@AlL
z DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAiLURETO WUL SUCH NOTiCE SHALL IMPOSE NO OBLIGATION OR LIABILITY
$OF ANY KfND UPON THE COWANY, ITS AGENTS DR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
Sarah Kell y/BAM -4-s ACORD 25-S (7197) FAX : <760)720-6917 OACORO CORPORATION 1988
FAX :COVl$R SHEET
Date: January 9,2002
To: :, Ms. Kahn Kutidtz - .‘;
City of~~Cail&ad ’ ,. ‘.
FAX Phone:760.720.6917 Voice: 760.
From: Serglo: Hernandex by Olga Dlaz i -.....*-.a.
TOTAL NUMBER OF PAGES, INCLUDING COVER SHEET: 2
PLEASE CALL IF YOU FAIL TO RECEIVE THlSiENTlRE FAX.
FAX Letter:
SubJect: Reference: Worker’s Compensation Insurance Your request
Dear Ms. Kundtz:
Attached, per your request, Is dur Stat6 &mpensatldn Insurance Fund Certificate of lnsu-
You should be f9CeiVinQ an original In the mall no later than tomorrow.
We apaloglzs for any Inconvenience this may cause. If you have any questlons or r-
add&tonal Informatlon, please do not hesitate to aontact us.
Regards,
Olga Diaz
Adminlstratlve Asslstant
ThIrdWave Cerporerlon 11400 W, Olympic 9oulevarq, Sulk 660 Coe Angelea CA 310 014 1480 FAX 310 01
,
:: I 80" 8 !-
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p: KN a- 8g
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$9
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City of Carlsbad
Records Management Department
January 14,2002
Roy Hernandez, President
ThirdWave Corporation
11400 West Olympic Blvd., Suite 650
Los Angeles, CA 90064
RE: AGREEMENTS FOR DMS PHASE 31 KOFAX/ADOBE UPGRADE/ AND
AMENDMENT TO AGREEMENT FOR 5.2 UPGRADE
Enclosed are copies of the fully executed agreements for the Kofax/Adobe Upgrade, and
the Amendment/Extension of the Agreement for the 5.2 Upgrade, which have been
administratively approved by the City.
Also enclosed for your records is a fully executed copy of the Agreement for Phase 3 of
the Document Management System, which was approved by the City Council at the
meeting of January 8,2002.
Thank you for furnishing the required Certificates of Insurance for general liability,
automobile liability, professional errors and omissions, and proof of workers
compensation as requested. Please let me know as soon as your City business license is
renewed, as I will need a copy for our files.
We are processing the necessary purchase orders for these agreements, When that
process is completed, you will receive notification from our Purchasing Department.
Please don’t hesitate to contact me with any questions.
, CMC
Enclosures (3)
1200 Carlsbad Village Drive - Carlsbad, CA 92008-l 989 - (760) 434-2808 @