HomeMy WebLinkAbout2002-10-01; City Council; 16915; Hansen Information Technologies Agreements./ /
CITY OF CARLSBAD -AGENDA BILL
I /- a# 16,915
ATG. 10/01/02
- TITLE:
AND AUTHORIZATION TO TRANSFER FUNDS FROM CIP )EPT. PW
APPROVAL OF AGREEMENTS WITH HANSEN INFORMATION
MAINTENANCE MANAGEMENT SYSTEM FOR PUBLIC WORKS
BUDGET TO OPERATING BUDGET
TECHNOLOGIES TO PROVIDE A COMPUTERIZED CITY ATTY.
RECOMMENDED ACTION:
Adopt Resolution No. 2002-292 approving a Professional Services Agreement, a Software
License Agreement, and a Maintenance and Support Agreement with Hansen Information
Technologies for the purchase, implementation and maintenance of Phase 1 of a Public Works
Computerized Maintenance Management System (CMMS) and authorization to transfer funds from
CIP Project No. 3634 to the Public Works Operating Budget.
ITEM EXPLANATION:
Many divisions in Public Works perform maintenance work that is scheduled using work orders.
Currently, Streets, Parks and Utility Operations do not have an automated work order system, which presents difficulties in tracking work that has been done, as well as in reporting on maintenance
activities. Public Works is proposing to implement work order systems in our maintenance divisions
over the next three years in order to control our costs and manage resources more efficiently. The
goal is to have an integrated work order system for the maintenance divisions that is linked with the
infrastructure inventory information stored in the City’s Geographic Information System (GIs). To
accomplish this, staff recommends the implementation of a work order and asset management
system from Hansen Information Technologies.
When fully deployed, the proposed CMMS will contain all asset maintenance related information,
including asset characteristics (i.e. water pipe material; age; sewer pump valve part number; street
assets (employee hours by task; materials used and cost; etc.). The CMMS will be linked to the
light install date; street striping type; etc.), as well as information on resources used to maintain the
City’s GIS database in order to provide additional asset data as well as to give the CMMS user the
for Action (RFA) system in order to facilitate the creation of work orders from citizen requests.
power of GIS visualization and analysis tools. The CMMS may also be linked to the City’s Request
Business processes to be automated with this system include 1) work order generation and entry of
results; 2) asset status query 3) multilevel reporting, 4) inventory control.
At the operational level, work order generation and the various activities of maintenance
and storage, in a single database. At the management level, performance metric?., asset inventory
management in all departments will be carried out using a common system of data entry, processing
control and financial reporting will be available using common indices of measurement, thereby
improving the timeliness, accuracy and usefulness of system data. The business impact of the
proposed CMMS will address four of the Council’s Strategic Goals - Top Quality Services, Water,
Environmental Management, and Communication. The largest impact on Council Goals will be in
Top Quality Services, due to the efficiencies realized by combining different automated and manual
work order systems into one common automated system.
Also included in the first phase will be the Engineering Transportation Division because at times
The first division within Public Works to be brought online will be the Streets Maintenance Division.
they initiate work orders for Streets Maintenance. The Streets Maintenance Division was chosen
over the other Public Works maintenance divisions because they currently lack any form of
facilities, critical to the proper hnctioning of a CMMS, was previously inventoried and added to the automated work order system and because the infrastructure database for streets and drainage
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PAGE 2 OF AGENDA BILL 16,915
City’s GIs. In addition, the Streets Division has a growing need for reporting requirements to comply
with the federal storm water permitting requirements which are currently compiled manually by
Streets Division staff.
Specific benefits that Streets Maintenance will realize include:
Improved work order processing.
Improved tracking of the costs of performing maintenance activities.
Improved analyzing and reporting using maintenance historydata.
Improved preventive maintenance scheduling.
Automatic updating of GIS database with asset changes that occur during maintenance.
Public Works recognized the need to implement a CMMS for its maintenance divisions, and in FY
00-01 established a multi-year goal to accomplish this. A CMMS committee was created that consisted of staff from IT, Finance, GIs, and the various divisions of Public Works. Under the
guidance of the Purchasing Department, an RFP was sent out. Eight proposals were received and
evaluated by the CMMS committee, and three vendors were chosen to give presentations and
software demonstrations. At the conclusion of the presentations and demonstrations, the CMMS committee determined that Hansen’s software would best meet the needs of Public Works.
FISCAL IMPACT:
The total cost to implement the first phase of the Hansen contract is $248,100. This includes
$224,300 for the Hansen contract ($153,600 for the Professional Services Agreement, $60,000 for
the Software License Agreement, $1 0,700 for the first year’s Maintenance and Support Agreement)
plus $23,800 in miscellaneous hardware and software improvements needed to accommodate the
new Hansen software. City Council previously appropriated $390,000 in the Capital Improvement
Program (CIP) for the CMMS and PW Inventory Data Collection Program. $275,763 of the CIP
inventories leaving $1 14,237 available for implementation of the Hansen contract. The remaining
budget for this program was previously spent to assemble the streets and drainage facilities
$133,863 for the Hansen contract and other project implementation costs will be funded out of the
current Public Works Operating Budget. To simplify project accounting, staff is recommending that
Council authorize the transfer of the existing $1 14,237 from CIP Project No. 36341 into the Public
Works operating budget for the purpose offunding the Hansen contract.
the CMMS are $108,650 for Phase 2 (Parks, Warehouse, Pavement Management) and $94,410 for
Estimates for professional services, software licenses and support costs for subsequent phases of
Phase 3 (water and sewer).
EXHIBITS:
1. Resolution No. 2002-292 approving a Professional Services Agreement, a Software
License Agreement and a Maintenance and Support Agreement with Hansen Information
Technologies for the purchase, implementation and maintenance of Phase 1 of a Public Works
Computerized Maintenance Management System (CMMS) and authorization to transfer funds
from CIP Project No. 3634 to the Public Wrks Operating Budget.
2. Professional Services Agreement
3. Software License Agreement
4. Maintenance and Support Agreement
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RESOLUTION NO. 2002-292
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING A PROFESSIONAL
AND A MAINTENANCE ANS SUPPORT AGREEMENT WITH
SERVICES AGREEMENT, A SOFTWARE LICENSE AGREEMENT
HANSEN INFORMATION TECHNOLOGIES FOR THE
PURCHASE, IMPLEMENTATION AND MAINTENANCE OF
PHASE 1 OF A PUBLIC WORKS COMPUTERIZED
MAINTENANCE MANAGEMENT SYSTEM (CMMS) AND
AUTHORIZATION TO TRANSFER FUNDS FROM CIP PROJECT
NO. 3634 TO THE PUBLIC WORKS OPERATING BUDGET
WHEREAS, Public Works has identified the need for a Computerized Maintenance
Management System (CMMS) to automate the work order and asset management functions in the
maintenance divisions; and
WHEREAS, a Project Committee was formed to identify requirements, and to evaluate
proposals and interview vendors; and
WHEREAS, eight responses were received in response to the Request for Proposal for
the CMMS; and
WHEREAS, the Project Committee reviewed the proposals and interviewed vendors; and
WHEREAS, the Project Committee determined that Hansen Information Technologies is
the vendor whose proposal best meets the needs of Public Works and recommends selection of
this vendor to provide the CMMS; and
WHEREAS, the cost to implement Phase 1 is $248,100 which includes $23,800 for the
hardware and software and, $224,300 for the agreements with Hansen; and,
1) WHEREAS, adequate funds are available within the City's existing Capital Improvement
Program (CIP) and Operating Budgets.
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 Professional Services Agreement, the Software License Agreement, and
the Maintenance and Support Agreement with Hansen Information Technologies,
totaling $224,300, to provide Phase 1 of a Computerized Maintenance
Management System for Public Works are hereby approved and the Purchasing
Officer is hereby authorized to execute a purchase order for this project.
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3. That the funds are available in the CIP and the Public Works operating budgets for
this project.
4. That the Finance Director is authorized to transfer $1 14,237 from CIP Project No.
3634 to the Public Works operating budget for the purpose of funding this project.
5. That the Mayor is hereby authorized to execute the agreements for and on behalf
of the City of Carlsbad with Hansen Information Technologies.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council
ield on the 1 st day of OCTOBER , 2002 by the following vote, to wit:
AYES: Council Members Lewis, Kulchin, Nygaard, Hall
NOES: fine /7
4TTEST: ,
?age 2 of Resolution No. 2002-292
PROFESSIONAL SERVICES AGREEMENT
Between
City of Carlsbad, California
And
Hansen Information Technologies Inc.
This Professional Services Agreement ("Agreement") is hereby entered into as of the 7 rct day of 6CB 73~72 ,2002, between Hansen Information
Technologies ("Hansen") and City of Carlsbad, CA ("Carlsbad") on the following terms and
conditions:
WHEREAS, Carlsbad desires to license certain computer software from Hansen pursuant
to a separate Agreement;
WHEREAS, Hansen is willing to provide Services to Carlsbad in accordance with the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, and other good and valuable
consideration received and to be received, Hansen and Carlsbad agree as follows:
1.0
2.0
3.0
DEFINITIONS.
1.1 License Apreement: Shall mean the separate agreement entered into or being
negotiated between the parties concerning the licensed use of the Software.
1.2 Other Definitions: The definitions found in the Limited License Agreement are
incorporated into this Agreement by this reference.
SERVICES. Carlsbad hereby retains Hansen and Hansen hereby agrees to perfonn
certain professional Services as set forth herein. The project will consist of the delivery
of the Software, installation, implementation, and training. While performing the
Services, Hansen will exercise the reasonable professional care and skill customarily
exercised by reputable members of Hansen's profession practicing in the Metropolitan
Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
m. The term of this Agreement will be effective for a period of one (I) year from
the date first above written. The City Manager, with Hansen's agreement, may amend the
Agreement to extend it for three (3) additional one year periods or parts thereof in an
amount not to exceed one hundred and fifty three thousand and six hundred dollars
($153,600) per Agreement year. Extensions will be based upon a satisfactory review of
Hansen's performance, Carlsbads 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.
4.0
5.0
6.0
7.0
8.0
9.0
Termination shall have no effect on Carlsbad’s obligation to pay the applicable labor rate
(or an equitable portion of any fixed fee) with respect to Services rendered prior to the
effective date of termination.
TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of
this Agreement.
FEES. Professional Service fees are provided in Exhibit “A”. Professional Services and
out-of-pocket costs (see Paragraph 15.0 below) for the initial term of this Agreement will
be invoiced monthly for services as incurred on a time and material basis in an amount
not to exceed one hundred and fifty three thousand and six hundred dollars ($153,600).1f
days for Professional Services in excess of that stated in Exhibit “A” are needed due to
changes in the project, Hansen will provide Carlsbad with a written proposal for each
requested change which may be accepted or rejected by Carlsbad. If accepted by
Carlsbad, a written amendment to this Agreement will be processed, after which Hansen
shall proceed with the change. Any Professional Services provided in excess of the days
stated in Exhibit “A” will be charged at the unit price stated in Exhibit “A”, but not
exceed an additional $25,000.
Carlsbad reserves the right to withhold a ten percent (10%) retention until Carlsbad has
accepted the work and/or Services specified in Exhibit “A.
SUBCONTRACTING. Hansen will not subcontract any portion of the Services without
prior written approval of Carlsbad. If Hansen subcontracts any of the Services, Hansen
will be fully responsible to Carlsbad for the acts and omissions of Hansen’s
subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Hansen is for the acts and omissions of persons directly employed by
Hansen. Nothing contained in this Agreement will create any contractual relationship
behveen any subcontractor of Hansen and Carlsbad. Hansen will be responsible for
payment to subcontractors. Hansen will bind every subcontractor and every
subcontractor of a subcontractor by the terms of this Agreement applicable to Hansen’s
work unless specifically noted to the contrary in the subcontract and approved in writing
by Carlsbad.
BUSINESS LICENSE. Hansen will obtain and maintain a City of Carlsbad Business
License for the term of the Agreement, as may be amended from time-to-time.
ACCOUNTING RECORDS. Hansen will maintain complete and accurate records with
respect to costs incurred under this Agreement. All records will be clearly identifiable.
Hansen will allow a representative of Carlsbad during normal business hours to examine,
audit, and make transcripts or copies of records and any other documents created
pursuant to this Agreement. Hansen 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.
CONFLICT OF INTEREST. Carlsbad will evaluate Hansen’s duties pursuant to this
Agreement to determine whether disclosure under the Political Reform Act and
Carlsbad’s Conflict of Interest Code is required of Hansen or any of Hansen’s
employees, agents, or subcontractors. Should it be determined that disclosure is
required, Hansen or Hansen’s affected employees, agents, or subcontractor’s will
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complete and file with the Carlsbad City Clerk those schedules specified by Carlsbad and
contained in the Statement of Economic Interests Form 700.
Hansen, for Hansen and on behalf of Hansen’s agents, employees, subcontractor’s and
consultants warrants that by execution of this Agreement, that they have no interest,
present or contemplated, in the projects affected by this Agreement. Hansen further
warrants that neither Hansen, nor Hansen’s agents, employees, subcontractor’s and
consultants have any ancillav real property, business interests or income that will be
affected by this Agreement or, alternatively, that Hansen will file with Carlsbad an
affidavit disclosing this interest.
10.0 GENERAL COMPLIANCE WITH LAWS. Hansen will keep fully informed of
federal, state and local laws and ordinances and regulations which in any manner affect
those employed by Hansen, or in any way affect the performance of the Services by
Hansen. Hansen will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Hansen’s services with all
applicable laws, ordinances and regulations.
Hansen 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, subcontractor’s and consultants
that the services required by this Agreement.
11.0 DISCRIMINATION AND HARASSMENT PROHIBITED. Hansen will comply
with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
12.0 COVENANTS AGAINST CONTINGENT FEES. Hansen warrants that Hansen has
not employed or retained any company or person, other than a bona fide employee
working for Hansen, to solicit or secure this Agreement, and that Hansen 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, Carlsbad 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.
13.0 CLAIMS AND LAWSUITS. By signing this Agreement, Hansen agrees that any
Agreement claim submitted to Carlsbad 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. Hansen acknowledges that if a false claim is submitted to
Carlsbad, it may be considered fraud and Hansen may be subject to criminal prosecution.
Hansen acknowledges that California Government Code sections 12650 etseq., 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 Carlsbad seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees.
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Hansen acknowledges that the filing of a false claim may subject Hansen to an
administrative debarment proceeding as the result of which Hansen may be prevented to
act as a Hansen on any public work or improvement for a period of up to five (5) years.
Hansen acknowledges debarment by another jurisdiction is grounds for Carlsbad to
terminate this Agreement.
14.0 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 venue in
these proceedings to any other county.
15.0 OUT-OF-POCKET COSTS. Except as otherwise set forth in this Agreement, fees
quoted for Services do not include and Carlsbad shall reimburse Hansen for its
reasonable cost of travel (air & cab fare, lodging, auto rental or local mileage, standard
telephone and the like, which shall be invoiced at cost. Hansen will abide by Carlsbad's per diem, etc.) and out-of-pocket costs for photocopying, overnight courier, long-distance
travel policy in regard to meals, alcohol and per diem. For the purpose of this
engagement, out-of-pocket expenses will not exceed $20,000 unless a written change
order is executed. Hansen will not proceed if it means incurring unreimbursed costs.
16.0 INVOICES, PAYMENT AND LATE CHARGES. Payment shall be made within
thirty (30) days of invoice. The cancellation of any professional service with two weeks
notice or less prior to the date scheduled for the services is subject to a $250 fee, plus all
non-refundable travel expenses.
17.0 PROPRIETARY RIGHTS TO WORK PRODUCT. "Work Product" shall mean any
resulting software (including all functional and technical designs, programs, modules,
code, interfaces, algorithms, flowcharts, diagrams, documentation and the like) or any
modifications or changes to the Sobare created by Hansen after the effective date of
this agreement and in furtherance of the Statement of Work. Hansen shall own all right,
title and interest to the Work Product. The parties acknowledge that the Work Product is
a "work made for hire" under the Federal Copyright Law. The parties agree that the
Work Product shall be deemed to be and become a part of the Software for all purposes
under the License Agreement.
18.0 CONFIDENTIAL INFORMATION.
18.1 Acknowledmnent of Confidcntialitv. Each party hereby acknowledges that it
may be exposed to confidential and proprietary information of the other party
other than the Work Product and Software such as business information (sales
and marketing research, materials, plans, accounting and financial information,
personnel records and the like) and other information designated as confidential
expressly or by the circumstances in which it is provided ("Confidential
Information"). Confidential Information does not include (i) information already
known or independently developed by the recipient; (ii) information in the public
domain through no wronghl act of the recipient, (iii) information received by
the recipient from a third party who was free to disclose it; or (iv) Work Product
or the Software which are protected under the License Agreement.
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18.2 Public Records Act Requests. In the event Carlsbad receives a request under
the California Public Records Act for Hansen’s Confidential Information,
Carlsbad will promptly notify Hansen. Within five (5) days after receiving the
notice, Hansen will inform Carlsbad whether Hansen objects to disclosure of the
requested information. If Hansen does not object to disclosure or if Hansen fails
to respond to Carlsbad within five (5) calendar days Carlsbad will be relieved of
its confidentiality obligation with respect to the requested information and may
release the requested information.
If Hansen does object to disclosure, then Carlsbad will decline to produce the
requested information provided Hansen agrees to indemnify, defend, and hold
Carlsbad harmless from and against all claims, damages, judgments, awards,
costs of litigation and attorney fees arising out of the declination.
19.0 WARRANTIES.
19.1
19.2
19.3
19.4
Limited Warranty. Hansen agrees to perform all Services in a professional,
workmanlike manner. Hansen also agrees and warrants that: (a) it shall comply
with all applicable laws and regulations; (b) in rendering the Services, it and its
employees have all necessary rights, authorizations, or licenses to provide the
Services hereunder and to provide all related materials and services required
under this Agreement; (c) each of its employees assigned to perform services
hereunder shall have the proper skill, training and background so as to be able to
perform in a competent and professional manner and that all work will be
performed in accordance with the applicable Statement of Work; and (d) Hansen
shall obtain for Carlsbad the unrestricted right to use each deliverable provided
to Carlsbad by Hansen hereunder in accordance with the terms and conditions
found in the Limited License Agreement.
Interface Warranty. Hansen warrants that the Interfaces provided herein shall
function per the specifications for a period of one hundred-tweny (120) days
from the date of delivery. Problems associated with an interface that are brought
about by a Hansen caused defect, will be remedied by Hansen at no additional
cost during the warranty period.
Conversion Warranty. Hansen warrants that the data conversion provided
herein shall function per the specifications for period of one hundred-twenty
(120) days from the date of delivery. Problems associated with data conversion
that are brought about by a Hansen caused defect, will be remedied by Hansen at
no additional cost during the warranty period.
No other Warranties. EXCEPT FOR THE EXPRESS LIMITED
WARRANTY SET FORTH IN SECTION 19.1, 19.2 AND 19.3, HANSEN
MAKES NO WARRANTY, EXPRESS OR IMPLED, INCLUDING BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE CONCERNING THE WORK PRODUCT
(WHICH IS WARRANTED UNDER THE LICENSE AGREEMENT), ITS
SERVICES OR ANY OTHER DELIVERABLES PROVIDED HEREUNDER.
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20.0 LIMITATION ON LIABILITY. EXCEPT AS OTHERWISE SPECIFIED IN
PARAGRAPH 27 BELOW, THE AGGREGATE LIABILITY OF HANSEN ARISING
FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF
ACTION OR CLAIM - E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE,
AND/OR OTHERWISE), IS LIMITED THE TOTAL FEES PAID HEREIN. HANSEN
SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HANSEN IS NOT
RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE
SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE
COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THERE IS NO LIMIT
ON ACTIONS OR CLAIMS FROM PERSONAL INJURY OR PROPERTY DAMAGE
DUE TO HANSEN’S NEGLIGENCE.
21.0 NOTICES. All notices and demands required or permitted under this Agreement shall
be in writing and may be delivered personally to one of the persons set forth below, sent
by registered or certified mail, postage prepaid, or by an overnight express service, e.g.
Federal Express, Airborne Express, etc., to one of the persons and addresses set forth
below. Any notice or demand mailed as aforesaid shall be deemed to have been
delivered on the date of delivery or refusal, as the case may be, set forth on the return.
Said notices shall be delivered, or addressed as follows:
Kent Johnson Gordon Peterson, IT Manager
Hansen Information Technologies City of Carlsbad
1745 Markston Road 1635 Faraday Avenue
Sacramento, CA 95825 Carlsbad, CA 92008
or to such other address and to the attention of such other person as either party may
designate to the other in writing.
22.0 TERMINATION. Either party may terminate this Agreement if the other party
breaches any material provision hereof and fails within ten (IO) business days after
reasonably acceptable to the other party and proceed with due diligence to completion.
receipt of notice of breach to correct such default or to commence corrective action
Either party may terminate this Agreement if the other party becomes insolvent, makes
an assignment for the benefit of its creditors, a receiver is appointed or a petition in
Bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days.
Carlsbad shall have the right to terminate this Agreement upon thirty (30) days written
notice to Hansen. Carlsbad will reimburse Hansen for actual labor and material costs
incurred prior to notice of cancellation.
23.0 INDEPENDENT CONTRACTOR STATUS. Each party and its employees are
independent contractors in relation to the other party with respect to all matters arising
under this Agreement. Nothing herein shall be deemed to establish a partnership, joint
venture, association or employment relationship between the parties. Each party shall
remain responsible, and shall indemnify and hold harmless the other party from the
withholding and payment of all Federal, state and local personal income, wage, earnings,
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occupation, social security, unemployment, sickness and disability insurance taxes,
payroll levies or employee benefit requirements (under ERISA, state law or otherwise)
now existing or hereafter enacted for its respective employees.
24.0 SECURITY, NO CONFLICTS. Each party agrees to inform the other of any
information made available to the other that is classified or restricted data, agrees to
comply with the security requirements imposed by any state or local government, or by
the United States Government, and shall return all such material upon request. Each
party warrants that its participation in this Agreement does not create any conflict of
interest prohibited by the United States government or any other domestic or foreign
government and shall promptly notify the other party if any such conflict arises during
the Term.
25.0 INSURANCE. Hansen 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
Hansen or Hansen’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-:V”.
25.1 Coveraees and Limits. Hansen will maintain the types of coverages and
minimum limits indicated below, unless Carlsbad Attorney or City Manager approves a
or cap on Hansen’s indemnification obligations under this Agreement. Carlsbad, its
lower amount. These minimum amounts of coverage will not constitute any limitations
offlcers, agents and employees make no representation that the limits of the insurance
specified to be carried by Hansen pursuant to this Agreement are adequate to protect
Hansen. If Hansen believes that any required insurance coverage is inadequate, Hansen
will obtain such additional insurance coverage, as Hansen deems adequate, at Hansen’s
sole expense.
25.2 Commercial General Liability Insurance. $1,000,000 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 general aggregate will be twice the
required per occurrence limit.
25.1.2 Automobile Liability. (if the use of an automobile is involved for Hansen’s
work for Carlsbad) $1,000,000 combined single-limit per accident for bodily injury and
property damage.
25.1.3 Workers’ Conmensation and Emoloyer’s Liability. 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 Hansen has no employees and
provides, to Carlsbad’s satisfaction, a declaration stating this.
25.1.4 Professional Liability. Errors and omissions liability appropriate to
Hansen’s profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the work.
25.2. Additional Provisions. Hansen will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
25.2.1 Carlsbad will be named as an additional insured on General Liability.
25.2.2 Hansen will obtain occurrence coverage, excluding Professional Liability,
which will be written as claims-made coverage.
25.2.3 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
Carlsbad sent by certified mail pursuant to the Notice provisions of this Agreement.
25.3 Providine Certificates of Insurance and Endorsements. Prior to
Carlsbad’s execution of this Agreement, Hansen will furnish certificates of insurance
and endorsements to Carlsbad.
25.4 Failure to Maintain Coverape. If Hansen fails to maintain any of these
insurance coverages, then Carlsbad will have the option to declare Hansen in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Hansen is responsible for any
payments made by Carlsbad to obtain or maintain insurance and Carlsbad may collect
these payments from Hansen or deduct the amount paid from any sums due Hansen
under this Agreement.
25.5 Submission of Insurance Policies. Carlsbad reserves the right to require, at
anytime, complete and certified copies of any or all required insurance policies and
endorsements.
26.0 FORCE MAJEURE.
26.1 Neither party shall be liable for any costs or damages due to nonperformance
under this Agreement arising out of any cause or event not within the reasonable
control of such Party and without its fault or negligence.
26.2 Each of the parties hereto agrees to give notice forthwith to the other upon
becoming aware of an Event of Force Majeure such notice to contain details of
the circumstances giving rise to the Event of Force Majeure.
26.3 If a default due to an Event of Force Majeure shall continue for more than three
(3) months then the party not in default shall be entitled to terminate this
Agreement as a result of an Event of Force Majeure.
27.0 INDEMNIFICATION. Hansen agrees to indemnify, defend and hold harmless
Carlsbad and its directors, officers, employees, agents, subsidiaries and affiliates, against
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28.0
29.0
30.0
any and all losses, liabilities, judgments, awards and costs (including reasonable
attorneys’ fees) arising out of or related to any claim: (i) for personal injury or damage to
property arising out of the furnishing, performance or use of the Services or any
deliverable provided hereunder; (ii) for payment of compensation, salary or benefits
asserted by an employee of Hansen; and (iii) any claim arising out of Hansen’s failure to
comply with any applicable law or regulation. The indemnities set forth in this Section
shall not be subject to any limitation of liability set forth herein.
MISCELLANEOUS PROVISIONS
28.1
28.2
28.3
28.4
Severability. If any provision of this Agreement or the application of such
provision to any person, entity or circumstance shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons,
entities or circumstances, other than those as to which it is held invalid, shall not
be affected.
Parties Bound. This Agreement shall be binding upon the parties hereto, their
successors, heirs, devisees, assigns, legal representatives, executors and
administrators.
Carlsbad General Oblieations. As required, Carlsbad agrees to provide
Hansen with appropriate access to their facilities, personnel, data systems, and
other resources. Carlsbad acknowledges that the implementation is a
cooperative effort and that Carlsbad must complete its designated tasks in a
timely manner in order for Hansen to proceed with and complete the Services.
Final Aereement. This Agreement constitutes the complete, final and
exclusive expression of the parties’ agreement regarding Professional Services,
and it supersedes all proposals and other communications made between the
parties concerning the subject matter hereof. This Agreement cannot be
modified except by written agreement signed by all the parties hereto.
AUTHORITY. The individuals executing this Agreement and the instruments
referenced in it on behalf of Hansen each represent and warrant that they have the legal
power, right and actual authority to bind Hansen to the terms and conditions of this
Agreement.
DISPUTE RESOLUTION. If a dispute should arise regarding the performance of the
Services under this Agreement, the following procedure will be used to resolve any
questions of fact or interpretation. First, the parties will each reduce the dispute and
their respective views to writing. Each party will then forward a copy of its writing to
the other along with a proposed resolution of benefit to both parties. Within ten (10)
business days, each party will reply to the other, commenting on the proposed
resolutions and offering additional suggestions for resolution, if appropriate and
applicable. If this process does not result in a mutually agreeable resolution, the writings
and replies will be forwarded to the City Manager for the City’s final position.. The City
Manager will consider the facts and resolutions proposed by each party and may then opt
9
to direct a solution to the problem. In such cases, the action of the City Manager will be
the City's final position on the matter. The City Manager's position will be provided to
the parties within fifteen (15) business days of submission. Nothing in this procedure
prohibits the parties from seeking remedies available to them at law.
HANSEN
ATTEST:
(print namekitle)
*Group A.
Chairman,
President, or
Vice-president
**Group B.
Secretary,
Assistant Secretary,
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
10
EXHIBIT “A”
STATEMENT OF WORK
Hansen shall provide the Implementation Services in conjunction with the installation and
implementation of the Software as described in the License Agreement. These Services shall
include:
Project Management (implementation)
Installation and Set-up of Software
End user training
Data conversion analysis
Interface analysis and development
Product Description Unit Price # of Days cost
PS-PM
PS-ITC
PS-01
PS-03
PS-04
PS-04A
PS-DCDev
PS-DCDev
PS-DCDev
PS-DCDev
PS-ID
PS-ID
PS-ID
PS-ID
PS-CONS
EXP
SERVICES
Project Manager 1,500 24 36,000
Software Installation and Set-up 2,500
Onsite Training (Per Training Day, 12
students max per class) 1,500 12 18,000
Onsite GIS Training 1,500 2 3,000
Onsite Crystal Report Training 1,500 2 3,000
Crystal Report Devleopment 1,500 8 12,000
DATA CONVERSION
AddresdParcel 2,400 2,400
Asset Data from GIS system 15,600 15,600
Employee 1,800 1,800
Equipment Inventory 1,800 1,800
INTERFACES
Addressparcel interface 3,600 3,600
Employee 1,200 1,200
Equipment Inventory 1,200 1,200
RFA 24,000 24,000
POST IMPLEMENTATION & OUT OF POCKET COSTS
Post implementation Assessment 1,500 5 7,500
Out of Pocket Expenses, Estimate incurred
PROFESSIONAL SERVICES TOTAL $133,600
Actuals to be billed as
11
State of California } ss.
County of "7Q r rn mn&c
Capersonally known lo me
0 proved to me on the basis of satisfactofy
evidence
to be the person@) whose name@) idare
subscribed to the within instrument and
acknowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by hislhedtheir
signature(s) on the instrument the person@). or
the entity upon behalf of which the person(s)
acted. executed the instrument.
SS my hand and official seal
OPTIONAL
Though the information below is not required by law. il may prove valuable to perrons retying on the document and muldprevenl
fraudulent removal and realtachmen! of this form lo anofher document
Description of Attached Document
Title orType of Document:?~.oCe5i\b~a~ ?%\)'\ C ?i\ &I4ref'rnor\t
Document Date: Number of Pages: 3. \\ qL
Signer@) Other Than Named Above: & CP..r\\b$3"i
Capacity(ies) Claimed by Signer
Signer's Name:
0 Individual
0 Corporate Officer - litle(s):
0 Partner - 0 Limited 0 General
0 Attorney-in-Fact
0 Trustee
0 Guardian or Conservator
0 Other:
Signer Is Representing:
LIMITED SOFTWARE LICENSE AGREEMENT
Between
City of Carlsbad, California
And
Hansen Information Technologies lnc.
This Limited Software License Agreement (“Agreement”) is made and entered into as of the 7 77/
day of fiC”l) a ,2002 by the City of Carlsbad, CA (“Carlsbad”) located at,
1635 Faraday Avenue, Carlsbad, CA 92008, and Hansen Information Technologies Inc. (“Hansen”) located at
2330 Glendale Lane, Sacramento, California 95825, on the following terms and conditions:
Hansen owns the rights and possesses the mtellectual property to certain computer Software products and related
services from which Hansen derives substantial independent economic value; and Hansen desires to supply
Carlsbad with Software licensing and related services under the terms and conditions set forth, and;
Carlshad desires to obtain licensing for the use of the defined computer Software products and access to related
rights;
services covered under the Hansen-owned copyrights, trademarks, trade names, patents and intellectual property
Therefore, in consideration of mutual promises set forth, the parties agree as follows:
1. License Granted. Hansen grants to Carlsbad and Carlsbad agrees to accept on the following terms and
conditions a non-exclusive and non-transferable license to use the Software and other associated written
materials and documentation (referred to separately and collectively as “the Software”). Said Software, and
the costs therefore, is described on the attached Exhibit “A” incorporated in and made a part of this
Agreement and such other Software, documentation or materials as Hansen provides to Carlsbad.
2. Carlsbad recognizes that Hansen is and shall continue to be the owner of the Software and that the Software is
not rented, loaned, or sold to Carlsbad. All rights not specifically granted in this Agreement are reserved to
Hansen.
3. The license granted under this Agreement authorizes Carlshad to use the Software subject to the terms and
restrictions set forth in this Agreement. Neither this license Agreement, the license provided for herein, nor
the Software may be assigned, sublicensed, or otherwise transferred to any person or entity by Carlsbad.
4. Definitions.
a) Ameement means this Agreement, together with all appendices, exhibits, schedules, attachments, and
addenda as the same may be amended, modified or supplemented.
b) Software means the computer programs, in object or executable form, which Hansen offers for license to
its customers, and related user documentation and source materials. Products covered by this Agreement
include Hansen’s product library of Microsof? Windows-based clientherver asset management, billing,
tax and permit systems including; hut not limited to, the software described in Exhibit “A’, attached
hereto and made a part hereof, and other associated products and related services as may be included in
this Agreement or as part of any future addenda. For the purposes of this Agreement, the term “products”
products provided by Hansen.
includes any improvements, enhancements, changes, alterations, modifications, or amendments to the
c) Obiect Code means a collection of statements making up a Software program, whether in written form or
in magnetic or other machine-readable form, and characterized by the fact that, in written form, it consists
solely of numbers or other symbols and is not intelligible without deciphering or translation.
d) Source Code means a collection of statements making up a Software program, whether in written form or
in magnetic or other machine-readable form, and characterized by the fact that it is intelligible in written
form.
e) Source Materials means a computer program’s source code; printed copies (listings) of the source code;
all related written materials, comments, and documentation; database schemas, and any and all other
materials used by Hansen in the development, maintenance, and support of the products.
f) Price Ouote means the listing of Hansen products and associated prices to be provided under this
Agreement, attached to this Agreement as Exhibit “A”.
g) Software Tools means a set of auxiliary programs supplied by Hansen to service, maintain or otherwise
modify the Software.
h) AcceDtance means the Software and customizations substantially conform to the specifications in the
Software documentation or to any other Software specifications in the Agreement and meet the
Performance standards set forth in the documentation and Agreement.
5. Term. The license granted by this Agreement is for perpetuity, unless violated by the licensee or otherwise
canceled by Carlsbad. If Carlsbad fails to comply with a material provision of this Agreement related to
Hansen’s intellectual property, this Agreement will terminate two weeks following notice of the violation,
unless the violation is cured prior to the expiration of the two week period. Carlsbad shall return to Hansen all
of the Software, updates, and any whole or partial copies, codes, modifications, and merged portions in any
form excepting data upon termination or cancellation of this Agreement. The parties hereby agree that all
provisions which operate to protect the intellectual property rights of Hansen shall remain in force should
breach occur, and shall survive the expiration or termination of this Agreement.
6. Payment. Payment shall be made by Carlsbad to Hansen in the amount and for the Software stated on
Exhibit “A”. Payments shall be made as follows:
Software
75 percent of software costs upon delivery of software at Carlsbad.
15 percent of software costs upon the software being placed into production
thirty (30) days following the software being placed into production, whichever occurs first. Carlsbad’s
10 percent of software costs thirty days following the satisfactory completion of all acceptance testing or
Information Technology Director or designee will send Hansen a notice when the first of these events
The first of these events will be considered “acceptance” of the software. The first of these events will
occur. When the first of these events occur, Hansen may invoice Carlsbad for the final software payment.
also trigger the commencement of the warranty period. If neither of “these events” occurs within one
hundred and fifty (150) days of the delivery of the software at Carlsbad due to the actions or inactions of
Carlsbad, and not due to Hansen’s failure to place the project in a position to be tested or put into
production, the final software acceptance will be deemed and the final payment may be invoiced.
City may cancel any item listed in Exhibit “A”, without charge or obligation to Hansen, up to thirty (30)
days in advance of the item’s delivery and installation.
Hardware (If any)
Upon delivery and installation.
Professional Services and other items excluding Service and Maintenance
Billed monthly as accrued
L
Service and Maintenance
Thirty days following the satisfactory completion of all testing of any module or upon any module being
placed into production, whichever occurs first.
Invoices
Hansen will separately invoice for Software, Professional Services, Service and Maintenance, and
Hardware. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
7. Rights Upon Termination. Upon termination of this Agreement, for any reason, Carlsbad shall return to
Hansen the original of the Software, related user documentation, Source Materials and Software Tools, and
destroy all copies, except those provided for below, in any form made there from whether in whole or in part,
Carlsbad shall certify to Hansen that, through its best efforts and to the best of its knowledge, it has complied
including partial copies or modifications. Within thirty (30) days after receipt of Hansen's request to do so,
with the requirements of this paragraph.
8. w. Carlsbad shall not copy the Software except as expressly authorized herein; provided that Carlsbad
trademark, copyright and proprietary rights notices must be faithfully reproduced by Carlsbad and included on
may make no more than reasonably necessary for Carlsbad's internal archival and back-up purposes. All
training, management, and process control purposes. Hansen shall not unreasonably deny permission for
such authorized copies. Carlsbad, with Hansen's permission, may copy limited documentation for its internal
limited copying.
9. Derivative Works and Trade Secrets, Carlsbad shall not create or allow any other person or entity to
create any derivative work or product based on or derived from the Software, data model or documentation or
modify any Software, data model, or documentation without the prior written consent of Hansen. In the event
product based on the Software or documentation is hereby deemed assigned to Hansen. Carlsbad
of a breach of this provision (and without limiting Hansen's remedies) said modification, derivative work or
acknowledges that the Software and related output (including procedures, printed output, screen displays,
required by law or with Hansen's permission, Carlsbad agrees not to: (i) use any of the Software and related
formats, menus, graphics, audio output, etc.) are trade secrets of, and proprietary to, Hansen. Except as
output except in accordance with the terms of this Agreement, (ii) disclose any of the Software and related
output to any other person, except as required by law or court order, or (iii) allow any other person to inspect,
use or copy any of the Software and related output, except as required by law or court order. This section
shall also protect and be applicable to these trade secrets even if they are modified or changed by Carlsbad.
10. Source Code and Reverse Engineering, This Agreement does not entitle Carlsbad to any source code,
Escrow Agreement is available through DSI if Carlsbad so desires for as long as Carlsbad has an active
source materials or other confidential information that Hansen elects to withhold. A standard Source Code
Service and Maintenance Agreement. The cost of the Source Code Escrow will be paid by Carlsbad and is
presently $200 per year. Carlsbad will not decompile, disassemble or reverse engineer the Software or create
any derivative work based on or derived from the Software, data model, or documentation.
11. Iniunctive Relief. Carlsbad acknowledges that any breach by Carlsbad of any of the covenants or provisions
contained in this Agreement will give rise to irreparable injury to Hansen, inadequately compensable in
damages alone. Accordingly, Hansen may seek and obtain preliminary and permanent injunctive relief
against the breach or threatened breach of said covenants or provisions. Such relief shall be in addition to any
other legal or equitable remedies that may be available to Hansen.
12. Trademarks, Trade Secrets and Intellectual ProDerty.
a) Carlsbad acknowledges and recognizes that the Software; including, but not limited to Object and Source
Codes, and Source Materials, and all associated intellectual property rights are the property of Hansen and
that Hansen holds the copyright interests therein, the Programs and Documentation being treated as
unpublished works. Carlsbad also recognizes and acknowledges the trademarks, trade names, copyrights,
3
patents, intellectual property and trade secrets of any proprietary software utilized within or in connection
with the Software (e.g. Oracle). Carlsbad and its employees agree to cooperate in good faith to secure and
preserve Hansen’s right and title to the trademarks, trade names, copyrights, patents, intellectual property
and trade secrets, Carlsbad and its employees understand: (I) that Hansen’s trademarks, trade names,
copyrights, patents, trade secrets and intellectual property have independent economic value, (2) that the
the public nor known to Hansen’s competitors or others in the public works Software field, (3) that this
independent economic value derives from the fact that Hansen’s information is not generally known to
Agreement to maintain Hansen information secrecy is reasonable, and (4) that they owe a duty to Hansen
to take reasonable steps to maintain and protect secrecy.
b) Except when otherwise required by law or with Hansen’s permission, Carlsbad and its employees
expressly agree to retain in confidence all information, formula, compilations, programs, methods,
techniques, processes, ideas and concepts imparted by Hansen regarding the trade secrets of Hansen,
including but not limited to, Hansen’s data element dictionary, data definition language, data model,
technical and instructional manuals, documentation, descriptions, computer screens, reports, table codes,
forms, schema, flow diagrams, instructions and any other information provided by Hansen to Carlsbad.
c) Carlsbad agrees to limit its use of any knowledge obtained from Hansen to those activities covered under
the terms of this Agreement. Specifically, Carlsbad and its employees are explicitly prohibited from the
design, development, or reverse engineering of any product. Carlsbad also is explicitly prohibited from
modifying, changing, customizing, improving, or enhancing Hansen’s products. Furthermore, Carlsbad
understands that any individual characteristic or component supplied by Hansen, each of which, by itself,
may be in the public domain, but is contained in the unified Hansen process, design and operation of its
products, represents a unique combination and affords a competitive advantage and is a protectable secret.
d) Hansen’s products are copyrighted by Hansen. Except as provided for herein, Carlsbad agrees not to
products or Software tools without Hansen’s prior written consent. Except as provided for herein, neither
remove any copyright notices or confidential or proprietary legends from the Software, incorporated
Hansen nor Carlsbad shall use the other’s trademarks or trade names on products or other materials
without the prior written consent of the other.
e) Carlsbad shall require that the Hansen Software and associated materials be maintained in a manner so as
to reasonably preclude unauthorized persons from having access thereto. Carlsbad shall use reasonable
efforts to assist Hansen in identifying any unauthorized use, copying, or disclosure of any portion of the
Hansen Software by any present or former staff member, upon being provided reasonable evidence that
such unauthorized disclosure, use, or copying may have occurred.
13. Confidentiality. Hansen and Carlsbad will regard and preserve as confidential all information related to each
other’s business and their clients that is obtained from any source as a result of this Agreement. Neither
Hansen nor Carlsbad will, without first obtaining the other’s written consent, disclose to any person, firm or
enterprise any such information, that is not related to the normal business activities involved herein.
14. Public Records Act Reauests. In the event Carlsbad receives a request under the California Public Records
Act for Hansen’s confidential information, Carlsbad will promptly notify Hansen. Within five (5) days after
receiving the notice, Hansen will inform Carlsbad whether Hansen objects to disclosure of the requested
information. If Hansen does not object to disclosure or if Hansen fails to respond to Carlsbad within five (5)
calendar days Carlsbad will be relieved of its confidentiality obligation with respect to the requested
information and may release the requested information.
If Hansen does object to disclosure, then Carlsbad will decline to produce the requested information and
Hansen will indemnify, defend, and hold Carlsbad harmless from and against all claims, damages, judgments,
awards, costs of litigation and attorney fees arising out of the declination.
15. Support Services. Carlsbad agrees to pay Hansen for annual service and maintenance, if so contracted, in
4
the amount and in the manner stated in the separate Service and Maintenance Agreement. Service and
Maintenance is required for the first year of licensed use.
16. Other Professional Services and Fees. Hansen maintains a list of standard professional services and fees to
more than one price change per year. Any cancellation of professional services by Carlsbad with two weeks
facilitate the support and administration of Carlsbad's work. Prices quoted will be subject to change, with no
notice or less prior to the date scheduled for the services will be subject to a $250 fee plus any non-refundable
travel expense.
17. Indemnification. Hansen agrees to and does hereby indemnify, defend and hold harmless from liability
Carlsbad against any and all claims that the Software infringes any rights of third parties in patent, copyright
or trade secrets in the United States and any and all actions arising out of such claims. In the event of any such
claim or action, Hansen shall have the option to either; 1) modify the Software so as to render it non-
Carlsbad the right to continue using the Software. Any such indemnification under this Section shall be
infringing so long as it continues to conform to the specifications and warranties herein; or 2) procure for
contingent upon Carlsbad's 1) promptly notifying Hansen in writing of any claim or action of which
indemnification is sought; 2) immediately ceasing use of the Software upon notice of any such claim or
action; and 3) affording to Hansen sole control of the defense or settlement of any such claim or action.
18. Performance Standards. Provided Carlsbad's network and hardware are appropriate and properly
transactions in an average of three seconds or less. "Completion time" shall be measured from the moment functioning for the application, the System shall (i) complete 80% of all on-line single SQL database
when the user requests an action to the moment when the System's complete response to that action has been
displayed; and the System shall (ii) complete 99% of all on-line single SQL database transactions in an
average of six seconds or less. "Completion time" shall be measured from the moment when the user requests
an action to the moment when the System's complete response to that action has been displayed. Transactions
for the purposes of this section shall be measured based on mutually agreed upon scripts.
19. Limited Warrantv - Software. Hansen warrants that if Software fails to substantially conform to the
the nonconformity is reported in writing by Carlsbad to Hansen within one hundred twenty (120) days after
specifications in the Software documentation or to any other Software specifications in the documentation and
the warranty period commences then Hansen shall, at its option, either correct the nonconformity or offer to
terminate this Agreement and refund the licensing fees previously paid by Carlsbad upon return of all copies
of the Software and documentation to Hansen. In the event of such a refund, the license conveyed by this
Agreement shall terminate. This Limited Warranty is solely for the benefit of Carlsbad. The Warranty period
acceptance testing will he deemed to have occurred thirty (30) days after the software is placed into
shall commence upon satisfactory completion of all acceptance testing. The satisfactory completion of all
production. . Hansen warrants that the professional services will be performed using generally accepted
industry standards and practices.
20. Disclaimer of Warranties. HANSEN MAKES NO WARRANTY, REPRESENTATION OR PROMISE
EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. HANSEN DISCLAIMS AND
EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A
PARTICULAR PURPOSE. HANSEN DOES NOT WARRANT THAT THE SOFTWARE OR
DOCUMENTAnON WILL SATISFY CARLSBAD'S REQUIREMENTS OR THAT THE SOFTWARE
OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
2 1. Limitation on Liabiliiy. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
AGGREGATE LIABILITY OF HANSEN ARISING FROM OR RELATING TO THIS AGREEMENT,
THE SOFTWARE, THE DOCUMENTATION, OR PROFESSIONAL SERVICES (REGARDLESS OF
THE FORM OF ACTION OR CLAIM - E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE,
AND/OR OTHERWISE) IS LIMITED TO THE TOTAL FEES PAID BY CARLSBAD UNDER THIS
AGREEMENT. HANSEN SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL,
5
R\ICIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HANSEN IS NOT RESPONSIBLE FOR
CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THIS
PROVISION DOES NOT APPLY TO INDEMNIFICATION CLAIMS SUBJECT TO PARAGRAPH 17.
THERE IS NO LIMIT ON ACTIONS OR CLAIMS FROM PERSONAL INJURY OR PROPERTY
DAMAGE DUE TO HANSEN’S NEGLIGENCE.
LOST PROFITS OR REVENUE, LOSS OF USE OF TKE SOFTWARE, LOSS OF DATA, COSTS OF RE-
22. Sole Remedy and Allocation of Risk. CARLSBAD’S SOLE AND EXCLUSIVE REMEDY AND
HANSEN’S SOLE AND EXCLUSIVE LIABILITY IS SET FORTH IN THIS AGREEMENT. THIS
AGREEMENT DEFINES A MUTUALLY AGREED-UPON ALLOCATION OF RISKS AND THE
AMOUNT PAYABLE TO HANSEN BY CARLSBAD REFLECTS SUCH ALLOCATION OF RISK.
23. Force Maieure.
a) Neither party shall be liable for any costs or damages due to nonperformance under this Agreement arising
out of any cause or event not within the reasonable control of such Party and without its fault or
negligence.
b) Each of the Parties hereto agrees to give notice forthwith to the other upon becoming aware of an event of
Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force
Majeure.
c) If a default due to an Event of Force Majeure shall continue for more than three (3) months then the party
not in default shall be entitled to terminate this Agreement as a result of an Event of Force Majeure.
24. Modification, Amendment. Supplement or Waiver. No modification, amendment, supplement to or
waiver of this Agreement or any of its provisions shall be binding upon the parties unless made in writing and
duly signed by authorized representatives of both parties. A failure or delay of either party to this Agreement
to enforce any of the provisions of this Agreement, or to exercise any option herein provided, or to require
performance of any of the provisions hereof, shall not be construed as a waiver of such provision of this
Agreement.
25. Severability. In the event any one or more of the provisions of this Agreement is for any reason held to be
invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the
closest to the intention of the parties underlying the illegal, invalid or unenforceable provision.
invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision which comes
26. Relationships of the Parties. Hansen and Carlsbad are independent of each other. This Agreement does not
principal-agent relationship. Neither party is authorized to enter into Agreements for or on behalf of the
and is not intended to create in any way or manner or for any purpose an employee-employer relationship or a
other, to create any obligation or responsibility, express or implied, for or on behalf of the other, to accept
payment of any obligations due or owed the other, or to accept service of process for the other. Under no
circumstance or interpretation will this Agreement be construed as a work for hire.
27. Conflict of Interest. Hansen certifies and warrants that neither Hansen, nor any of its agents, representatives
or employees which will participate in any way in the performance of Hansen’s obligations hereunder has or
will have any conflict of interest, direct or indirect, with Carlsbad.
28. Entire@ of Apreement. The terms and conditions of any and all appendices, exhibits, schedules, and
attachments to this Agreement are incorporated herein by this reference and shall constitute part of this
Agreement as if fully set forth herein. Article and paragraph headings used herein are for reference purposes
only and shall not be deemed a part of this Agreement. This Agreement, together will all appendices,
exhibits, schedules and attachments hereto, the Professional Services Agreement, and the Service and
Maintenance Agreement, constitute the entire Agreement between the parties and supersedes all previous
6
Agreements including promises and representations, whether written or oral, between the parties with respect
to the subject matter hereof.
29. Counteraarts/Facsimiles. This Agreement may be executed in one or more counterparts, each of which
when executed and delivered shall be deemed to be an original, and all of which shall together constitute one
and the same instrument. The parties agree that transmission to the other party of this Agreement with
facsimile signatures shall suffice to bind the party transmitting same in the same manner as if this Agreement
with such party’s original signature had been delivered. Without limiting the foregoing, each party who
transmits this Agreement with its facsimile signature covenants to deliver the original thereof to the party as
soon as possible thereafter.
30. Effect of Conflicting Documents. In the event any conflict between this Agreement and any term or
condition found within any other document; including, but not limited to a purchase order, a service and
this Agreement, the terms and conditions of this Agreement shall control.
maintenance agreement, or a similar document pursuant to which Carlsbad acquired the license granted by
(Remainder of Page Intentionally Left Blank)
7
3 1. Jurisdiction 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 venue in these proceedings to any other county.
The parties, each acting under due and proper authority, have executed this Agreement as of the day, month and
year first above written.
HANSEN
(print name/titIe)”
I corporation of
ATTEST
City Cle
If required by City, proper notarial acknowledgment of execution by contractor must be attached. Ifa
Coruoration, Agreement must be signed by one corporate officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-president
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation mu~t attach a resolution certified by the secretary or assistant secretary under corporate
seal empowering the offtcer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By: -P
Deputy City Attorney
8
EXHLBIT "A"
SOFTWARE
Number of
Product # Software Module Description Unit Price Seats cost
"01 Hansen's Version 7.5 for Street 4,000 4 16,000
cs-01 Hansen's Version 7.5 for Customer Service 1,000 4 4,000
AT-01 Hansen's Version 7.5 for Storm 4,000 4 16,000
NAG Hansen's Nag System 10,000 1 10,000
GIs-AV Hansen's Version 7.5 GIS Interface 2,500 1 2,500
TAB Hansen's Custom Tab Editor 10,000
CRY-01 Report Writer (Crystal Reports) per PC 1,500 1 1,500
Software Total $60,000
9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of SCACTCL- en+ o
Wpersonally known to me
0 proved to me on the basis of satisfactory
evidence
to be the parson@) whose name(s) islare
subscribed to the within instrument and
acknowledged lo me that helshelthey executed
the same in hislherltheir authorized
capacity(ies), and that by hislherltheir
signature@) on the instrument the person(s), or
the entity upon behalf of which the person@)
acted, executed the instrument.
OPTIONAL
Though the information below is not required by lac it may prove valuable to persons relying on the document and could prevent
frauduient removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: LL-A,+ e A s,Q-+ w~k; Q b #&;e Cqreeme,
Document Date: Numberof Pages: 9
Signer@) Other Than Named Above: c Ch- o$ Ch "1
Capacity(ies) Claimed by Signer
@'Corporate Officer - Title@):
0 Partner - 0 Limited 0 General 0 Attorney-in-Fact
0 Guardian or Conservator
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SERVICE AND MAINTENANCE AGREEMENT
Between
City of Carlsbad, California
And
Hansen Information Technologies Inc.
Subject to all terms of this Service and Maintenance Agreement (“Agreement”), Hansen Information
Technologies (hereinafter referred to as “Hansen” and City of Carlsbad, California (hereinafter referred
to as “Carlsbad”) agree as follows:
1.
2.
3.
4.
5.
6.
PRODUCT - This Agreement applies to the product(s) and module(s) licensed to the Carlsbad by
Hansen as agreed to in a separate Software License Agreement (including additional software
purchases under that Agreement):
Products: V7.X
PRICE - Carlsbad agrees to pay to Hansen in advance, an annual fee of ten thousand seven
hundred dollars ($10,700) for services and maintenance provided in accordance with this
Agreement.
TERM - This Agreement will commence thirty (30) days following Carlsbad going live with any
component of the Hansen Software or successful completion of all acceptance testing, whichever
occurs fust, and will continue for one year.
RENEWAL - After the initial term, Carlsbad shall have the option to renew this Agreement for
up to three (3) additional one (1) year terms. The annual fee shall increase five percent (5%)
each renewal term. If Carlsbad licenses new software or additional sets of software, an
additional Service and Maintenance Fee based on the value of the new Software will be added to
the fee. To be effective, renewals and/or the addition of licenses must be in writing and will be
processed as amendments to this Agreement. .
SERVICES - Hansen will provide services to the Carlsbad at no additional cost during this
Agreement:
a) Carlsbad will receive, when available, updates applicable to the Carlsbad’s specific
version of Hansen application software within the same operating environment.
b) Carlsbad will be able to utilize Toll-Free Technical phone support through the Help Desk
for technical issues relating to the installation and use of the licensed software (Hansen
Version 7). The telephone support will be available Monday through Friday between the
hours of 6 a.m. - 5 p.m. Pacific Time by dialing (800) 8HANSEN.
c) Distribution of updates to Carlsbad’s Hansen application software to resolve any
malfunctions or logic problems that have been identified and corrected in the application
software.
SERVICES NOT COVERED - Hansen will not provide any additional services to the Carlsbad
during the term of this Agreement; including but not limited to:
a) Hansen will not support application software that is running on outdated operating
systems. Distribution of updates and enhancements, telephone support and functional
corrections will only be made available for current operating systems. Hansen will
inform Carlsbad of the minimum opeFating system requirements for any updates and
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enhancements prior to or at the time of their distribution. Carlsbad is responsible for
maintaining compliance with the "industry standard" version of the relevant operating
system. Carlsbad should determine that an upgraded version of a component part of the
Hansen product (Oracle for example) has been certified prior to installation.
b) Hansen is not responsible for loss of data due to lack of suffkient backup files. Carlsbad
is responsible for following standard backup procedures to insure data integrity.
c) Custom programming or the development of specialized routines not associated with
5(a), 5(b) and 5(c) are not covered under this Agreement.
d) Data conversions and problems associated with data conversions are not covered under
this Agreement, unless a Hansen upgrade corrupts data, in which case Hansen would
assist in the correction of the data. Hansen will assist Carlsbad through the Help Desk
The Help Desk will not install or upgrade server software or database client software on
for workstation installation only if other workstations are already installed and working.
a "fust" machine.
e) Any service not covered in paragraph 5 above.
7. HANSEN SYSTEM DEFECT CLASSIFICATIONS -It is recognized that despite the
precautions associated with software, defects may be encountered. These defects are defined in
criticality categories:
a) Category I - System failure. Software does not work, data cannot be input, reviewed, or revised. The system is inoperable. This failure is due to Hansen's software failure, not
related to database or system difficulties.
b) Category II - Key Hansen component failure. One or more Hansen modules or functions
do not work. In this case core functionality remains, however the system is not fully
operable. It might not print, for example.
c) Category In - Minor Hansen failure or defect. A calculation does not properly function, printing might not be available for one feature, indexing might not have full
functionality. These generally center on a configuration issue or error. The system works
and work-arounds may be used.
d) Category IV -Defect. A feature or change in Hansen functionality desired by the
Carlsbad is not available or needs redesign. Or, a misspelling or incorrect link in
encountered. Full functionality remains available.
8. RESPONSE GOALS AND ESCALATION -
Response goals are based upon the Category and Criticality of the problem,
a) Response goals for Category I will be within two hours of initial reporting (during
Carlsbad service hours). Hansen will provide standard technical telephone support to
resolve the problem.
b) Response goals for Category I1 will be within four hours of initial reporting (during
Carlsbad service hours). Hansen will provide standard technical telephone support to
resolve the problem.
c) Response goals for Category 111 issues will be within four working hours of initial
reporting. Normally, defects of this nature are resolved through installation of new
software or "bug fixes," or changes in the customized system configuration.
2
d) Responses for Category IV issues will be addressed as enhancement requests and minor
corrections. These will be distributed in standard software releases and upgrades.
Service Escalation
In cases where a solution cannot be provided to restore major functionality within six working
hours after receipt of the initial call (Categories I and 11), Hansen will assign its technical and
programming team to resolve the difficulty. If the difficulty cannot be resolved in a timely
fashion after the initial call, Hansen technical personnel may be dispatched to the site at
Hansen’s discretion and at no additional cost. Carlsbad will provide on-site technical staff
support, access and expertise to assist Hansen, regardless of the time of day or standard work
schedule. In all occurrences of Category I and II issues, Hansen will endeavor to restore system
functionality as soon as possible.
Hansen will use electronic delivery of files and software patches where possible, or overnight
delivery if required. In cases of system failures (Categories I and 11) next flight out delivery of
media will be made. Carlsbad will be responsible to take delivery at the closest practical airport.
Category III issues will be resolved as rapidly as practical where they degrade system
additional files may be appropriate. In cases where files are. too large for satisfactory electronic
performance or significantly decrease functionality. Electronic delivery of new software or
delivery, overnight mail will be used.
Category IV issues will be reviewed and resolutions will be distributed through standard upgrade
Hansen Help Desk.
and update distributions. Enhancement suggestions should be made in writing and sent to the
All reports of system problems should be referred to the Hansen Help Desk, 1-800-8HANSEN.
These calls will be logged into the system and dispatched to the appropriate work groups. In the
event the Hansen Help Desk cannot be reached through the toll free number, the Hansen general
number should be used, or e-mail to helpdesk(ii,Hansen.com.
If satisfaction is not received, the complaint should be directed to the Carlsbad Service manager,
then to the Account Manager.
9. ADDITIONAL SERVICES - Services outside the scope of those described in 5(a), 5(b), and 5(c)
above may be provided on a Time and Materials basis, Flat Fee basis, or may require on site
work at a negotiated price. The current established hourly rate is $187.50, with a minimum of
one hour. The hourly rate may change without notice. The additional services may include data
correction, software upgrades and installations.
10. LIMITATION ON LIABlLITY -EXCEPT AS OTHERWISE SPECIFIED IN PARAGRAPH 25
BELOW, THE AGGREGATE LIABILITY OF HANSEN ARISING FROM OR RELATING TO
CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE), IS LIMITED
THE TOTAL FEES PAID HEREIN. HANSEN SHALL NOT IN ANY CASE BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES
EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
HANSEN IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF
THE SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE
COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THERE IS NO LIMIT ON
ACTIONS OR CLAIMS FROM PERSONAL INJURY OR PROPERTY DAMAGE DUE TO
HANSEN’S NEGLIGENCE.
THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM - E.G.
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11.
12.
13.
14.
15.
16.
17.
18.
SOLE REMEDY AND ALLOCATION OF RISK - CARLSBAD’S SOLE AND EXCLUSNE
REMEDY AND HANSEN’S SOLE AND EXCLUSIVE LIABILITY IS SET FORTH IN THIS
AGREEMENT. THIS AGREEMENT DEFMES A MUTUALLY AGREED-UPON
ALLOCATION OF RISKS AND THE AMOUNT PAYABLE TO HANSEN BY CARLSBAD
REFLECTS SUCH ALLOCATION OF RISK.
MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER - No modification,
amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding
upon the parties unless made in writing and duly signed by authorized representatives of both
parties. A failure or delay of either party to this Agreement to enforce any of the provisions of
this Agreement, or to exercise any option herein provided, or to require performance of any of
the provisions hereof, shall not be construed as a waiver of such provision of this Agreement.
SEVERABILITY - In the event any one or more of the provisions of the Agreement is for any
reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement
shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a
mutually acceptable provision which comes closest to the intention of the parties underlying the
illegal, invalid or unenforceable provision
ENTIRETY OF AGREEMENT - The terms and conditions of any and all appendices, exhibits,
schedules, and attachments to this Agreement are incorporated herein by this reference and shall
constitute part of this Agreement as if fully set forth herein. Article and paragraph headings used
herein are for reference purposes only and shall not be deemed a part of this Agreement. This
Agreement, the Professional Services Agreement and the License Agreement constitute the entire
Agreement between the parties and supersedes all previous Agreements including promises and
representations, whether written or oral, between the parties with respect to the subject matter
hereof.
NON-PAYMENT - Carlsbad will be provided notice of the past due obligation, if payment is
not received within forty-five (45) days of its due date, this Agreement may be terminated
without additional notice. If Carlsbad is forty-five days or more delinquent on any obligation to
Hansen, Hansen may suspend services provided by this Agreement until Carlsbad pays it
obligation. No credit or refund wilI be provided during any period of suspension,
SUBCONTRACTING - Hansen will not subcontract any portion of the Services without prior
written approval of Carlsbad. If Hansen subcontracts any of the Services, Hansen will be fully
responsible to Carlsbad for the acts and omissions of Hansen’s subcontractor and of the persons
either directly or indirectly employed by the subcontractor, as Hansen is for the acts and
omissions of persons directly employed by Hansen. Nothing contained in this Agreement will
create any contractual relationship between any subcontractor of Hansen and Carlsbad. Hansen
will be responsible for payment of subcontractor’s. Hansen will bind every subcontractor and
every subcontractor of a subcontractor by the terms of this Agreement applicable to Hansen’s
Carlsbad.
work unless specifically noted to the contrary in the subcontract and approved in writing by
BUSINESS LICENSE - Hansen will obtain and maintain a City of Carlsbad Business License for
the term of the Agreement, as may be amended from time-to-time.
ACCOUNTlNG RECORDS - Hansen will maintain complete and accurate records with respect
to costs incurred under this Agreement. All records will be clearly identifiable. Hansen will
allow a representative of Carlsbad during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this Agreement.
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19.
20.
21.
22.
23.
Hansen 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.
CONFLICT OF INTEREST - Carlsbad will evaluate Hansen’s duties pursuant to this Agreement
to determine whether disclosure under the Political Reform Act and Carlsbad’s Conflict of
Interest Code is required of Hansen or any of Hansen’s employees, agents, or subcontractors.
Should it be determined that disclosure is required, Hansen or Hansen’s affected employees,
agents, or subcontractor’s will complete and file with the Carlsbad City Clerk those schedules
specified by Carlsbad and contained in the Statement of Economic Interests Form 700.
Hansen, for Hansen and on behalf of Hansen’s agents, employees, subcontractor’s and
consultants warrants that by execution of this Agreement, that they have no interest, present or
contemplated, in the projects affected by this Agreement. Hansen further warrants that neither
Hansen, nor Hansen’s agents, employees, subcontractor’s and consultants have any ancillary real
property, business interests or income that will be affected by this Agreement or, alternatively,
that Hansen will file with Carlsbad an affidavit disclosing this interest.
GENERAL. COMPLIANCE WITH LAWS - Hansen will keep fully informed of federal, state
and local laws and ordinances and regulations which in any manner affect those employed by
Hansen, or in any way affect the performance of the Services by Hansen. Hansen will at all
times observe and comply with these laws, ordinances, and regulations and will be responsible
for the compliance of Hansen’s services with all applicable laws, ordinances and regulations.
Hansen 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, subcontractor’s and consultants that the services
required by this Agreement.
DISCRIMINATION AND HARASSMENT PROHIBITED - Hansen will comply with all
applicable local, state and federal laws and regulations prohibiting discrimination and
harassment.
COVENANTS AGAINST CONTINGENT FEES - Hansen warrants that Hansen has not
employed or retained any company or person, other than a bona fide employee working for
Hansen, to solicit or secure this Agreement, and that Hansen has not paid or agreed to pay any
company or person, other than a bona fide employee, any fee, commission, percentage, brokerage
this Agreement. For breach or violation of this warranty, Carlsbad will have the right to annul
fee, gift, or any other consideration contingent upon, or resulting from, the award or making of
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.
CLAIMS AND LAWSUITS - By signing this Agreement, Hansen agrees that any Agreement
claim submitted to Carlsbad 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. Hansen
acknowledges that if a false claim is submitted to Carlsbad, it may be considered fraud and
Hansen may be subject to criminal prosecution. Hansen acknowledges that California
Government Code sections 12650 the False Claims Act applies to this Agreement and,
5
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 Carlsbad seeks to recover penalties
pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's
fees. Hansen acknowledges that the filing of a false claim may subject Hansen to an
administrative debarment proceeding as the result of which Hansen may be prevented to act as a
Hansen on any public work or improvement for a period of up to five (5) years. Hansen
acknowledges debarment by another jurisdiction is grounds for Carlsbad to terminate this
Agreement.
24. 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 venue in these proceedings to any other
county.
25. INDEMNIFICATION - Hansen agrees to indemnify, defend and hold harmless Carlsbad and its
directors, officers, employees, agents, subsidiaries and affiliates, against any and all losses,
related to any claim: (i) for personal injury or damage to property arising out of the furnishing,
liabilities, judgments, awards and costs (including reasonable attorneys' fees) arising out of or
performance or use of the Services or any deliverable provided hereunder; (ii) for payment of
compensation, salary or benefits asserted by an employee of Hansen; and (iii) any claim arising
out of Hansen's failure to comply with any applicable law or regulation. The indemnities set
forth in this Section shall not be subject to any limitation of liability set forth herein.
26. MSURANCE - Hansen 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 Hansen or Hansen'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-:V".
26.1 Coverages and Limits. Hansen will maintain the types of coverages and minimum limits
indicated below, unless Carlsbad Attorney or City Manager approves a lower amount. These
minimum amounts of coverage will not constitute any limitations or cap on Hansen's
indemnification obligations under this Agreement. Carlsbad, its officers, agents and employees
make no representation that the limits of the insurance specified to be carried by Hansen pursuant
to this Agreement are adequate to protect Hansen. If Hansen believes that any required insurance
coverage is inadequate, Hansen will obtain such additional insurance coverage, as Hansen deems
adequate, at Hansen's sole expense.
26.1.1 Commercial General Liability Insurance. $1,000,000 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 general aggregate will be twice the required per occurrence limit.
26.1.2 Automobile Liability. (if the use of an automobile is involved for Hansen's
work for Carlsbad) $1,000,000 combined single-limit per accident for bodily injury and property
damage.
6
26.1.3 Workers’ Compensation and Employer’s Liability. 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 Hansen has no employees and provides, to Carlsbad’s satisfaction, a declaration
stating this.
26.1.4 Professional Liability. Errors and omissions liability appropriate to Hansen’s
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
26.2. Additional Provisions. Hansen will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
26.2.1 Carlsbad will be named as an additional insured on General Liability.
26.2.2 Hansen will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
26.2.3 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 Carlsbad
sent by certified mail pursuant to the Notice provisions of this Agreement.
26.3 Providing Certificates of Insurance and Endorsements. Prior to Carlsbad’s execution of
this Agreement, Hansen will furnish certificates of insurance and endorsements to Carlsbad.
26.4 Failure to Maintain Coverage. If Hansen fails to maintain any of these insurance
coverages, then Carlsbad will have the option to declare Hansen in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Hansen is responsible for any payments made by Carlsbad to obtain or
maintain insurance and Carlsbad may collect these payments from Hansen or deduct the amount
paid from any sums due Hansen under this Agreement.
26.5 Submission of Insurance Policies. Carlsbad reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and endorsements.
27. DISPUTE RESOLUTION - If a dispute should arise regarding the performance of the
Services under this Agreement, the following procedure will be used to resolve any questions of
fact or interpretation. First, the parties will each reduce the dispute and their respective views to
writing. Each party will then forward a copy of its writing to the other along with a proposed
resolution of benefit to both parties. Within ten (IO) business days, each party will reply to the
other, commenting on the proposed resolutions and offering additional suggestions for
resolution, if appropriate and applicable. If this process does not result in a mutually agreeable
resolution, the writings and replies will be forwarded to the City Manager for the City’s final
position. The City Manager will consider the facts and resolutions proposed by each party and
may then opt to direct a solution to the problem. In such cases, the action of the City Manager
position will be provided to the Parties within fifteen (15) business days of submission. Nothing
in this procedure prohibits the parties from seeking remedies available to them at law.
(Remainder of Page Intentionally Left
7
Blank)
28. PARTES BOUND - This Agreement shall be binding upon the parties hereto, their successors,
heirs, devisees, assigns, legal representatives, executors and administrators.
tfW By:
HANSEN INORMATION TECHNOLGIES **-
(print nditle) I / ATTEST: //
.%
(print namehitle)
1. If required by City, proper notarial acknowledgment of execution by contractor must be attached.
Corporation, Agreement must be signed by one corporate officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-president
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation 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
8
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
Date
personally appeared kQ n+ TOG\r\-%/\ NBrn816) d ol Signe,(r] mlYlvd 'z)Rd-
Uersonally known to me 0 proved to me on the basis of satisfactoty
evidence
to be the person@) whose name@) islare
subscribed to the within instrument and
the same in hislherltheir authorized
acknowledged lo me that he/she/they executed
capacity(ies), and that by hidheritheir
signature(s) on the instrument the person@), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
Though the ;"formation below Is not required by law. ;I may pfove valuable to perrons retying on the document and mutd prevent
fraudulent removal and reattachment of this form lo anolher documenl.
Description of Attached Document
Document Date: Numberof Pages: %
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
0 Corporate Officer - Title@): 0 Partner - Limited 0 General
0 Guardian or Conservator
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