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HomeMy WebLinkAbout1987-05-19; City Council; Resolution 90741 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AR UT RESOLUTION NO. 9074 3N OF THE CITY COUNCIL OF THE CITY F CARLSBAD, APPROVING AN AGREEMENT WITH SIERRA COMPUTER SYSTEMS, INC. FOR THE PURCHASE AND INSTALLATION OF THE "PERMITS" SOFTWARE PACUGE WHEREAS, the City of Carlsbad desires to purchase software designed to ?rovide permit tracking and land use information to run on the City's Hewlett- Packard 3000 computer system; and WHEREAS, City staff conducted a diligent search and analysis of available Land use information software packages; and WHEREAS, City staff recommended, and Council approved, the purchase of the "Permits" software package from Sierra Computer Systems, Inc.; and WHEREAS, Council authorized staff to negotiate an agreement for purchase and installation of the ''Permits" software package; and WHEREAS, funds in the amount of $62,262 were transferred to the Data Processing budget to fund the purchase and implementation of the "Permits" software. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlsbad, as follows: 1. That the above recitations are true and correct. 2. That the attached agreement with Sierra Computer Systems, Inc. for the purchase and installation of "Permits" software is hereby approved. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, held on the 19th day of May , 1987, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and Larson NOES: None ABSENT: None ATTEST : AGREEMENT BETWEEN Sierra Computer Systems, Inc., hereinafter referred to as SCSI, and City of Carlsbad, California, hereinafter referred to as City. Executed this day of , 1987. RECITALS SCSI provides this "SOFTWARE" and licenses its use. Customer Name City of Carlsbad, California Address 1200 Elm Avenue City J Stat e /Zip Carlsbad, California 92008-1989 Product Name PERMITS SCSI Reference No. 870005P Release No. 02 Fee . $48,261.80 . -1 - TERMS AND CO?JDITIOHS OF AGREEMENT BETWEEN SCSI AND CITY GENERAL CONDITIONS OF 'PERNITS" LICENSE A1.OO. HEADINGS. deemed to be part of this Agreement. Headings are for convenience only and shall not be A2.00. MODIFICATION. No modification or variation of this Aqreement shall be valid unless in writing signed by both parties. A3.00. SEVERABILITY. If any provision of this Agreement shall be construed to be illegal or invalid, the legality or validity of any other provision hereof shall not be affected thereby. Any illegal or invalid provisions of this Agreement shall be construed by a court of competent jurisdiction to have the broadest scope permissible under the law of said jurisdiction, and if no validating construction is possible, shall be severable, and all other provisions hereof shall remain in full force and effect. A4.00. DELAYS . .01. Neither party shall be liable, in damages or otherwise, for any delay in the installation and implementation of the Licensed System or any component thereof or any service to be rendered by it hereunder, or for failure to give notice of any delay, when such delay is due to the elements, acts of nature, acts of civil or military authorities, acts of other party which are not provided for in this Agreement and which cause unreasonable delay in this Agreement by the other party, any delay in transportation or delay in delivery by its vendors beyond it reasonable or actual control, or any other causes beyond the reasonable and actual control of the party. performances shall be extended by a period of time equal to the time lost because of any such delay, provided written notice has been qiven to the other party of such delay and its estimated duration, within five (5) days of the time Each party's schedule of the party has actual knowledge of 02. Notwithstanding failure to perform must be beyond negligence of, the party claiming A5-00. PAYMENT. such delay. the foregoing, in every case, the delay or the control, and without the fault or excusable delay. -01. The sum of $24,130.90 shall be paid within 30 days upon delivery of the Licensed Software. installed and documentation is delivered. shall be paid 60 days after delivery and acceptance of the Licensed Software/ Delivery shall be the date the Software is The additional sum of $24,130.90 If, at the end of the training period, said software operates with no loss of operational capability due to software errors, for a period of thirty (30) days from the commencement of deemed to have met the City's acceptance. the performance period, it shall be -2- .02. City agrees to pay any tax for which it is responsible hereunder, or which is assessed against City directly, exclusive however, of taxes based on the income of SCSI. reimburse SCSI therefore upon receipt by City of proof of payment acceptable to City. If any such tax is paid by SCSI, to .03. This License fee does not include installation services. These services are specified in Exhibit 'A', Installation Services. .04. This License fee does include three (3) days user training at City site and two (2) days technical training at City site. A6.00. PATENT AND COPYRIGHT INDEMNITY. .01. SCSI agrees to defend, hold harmless and indemnify City from and against any claim, action, liability, cost or damage for infrinaement of any patent, copyright or similar property right (including, but not .limited to, misappropriation of trade secrets) based on any software or any other materials furnished hereunder by SCSI. SCSI shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the parties her et 0. A7.00. IMPROVEMENT AND OTHER MODIFICATIONS. Any (i) modification, change, addition or substitution to the Licensed System made by City, (ii) any interfacing of the Licensed System with any other program or programs by City, or (iii) any change in the operating environment of the Licensed System may degrade the performance of the Licensed System. City acknowledges that if any such modification, interfacing or change is made it shall be at the sole request and expense of City and that SCSI shall have no responsibility for any consequences thereof, except as provided herein. A8.00. RELATIONSHIP TO PARTIES. .01. At all times during the term of this Agreement, SCSI shall be an independent contractor and shall not be an officer, agent, or employee of City. City shall have the right to control SCSI only insofar as the result of SCSI services rendered pursuant to this Aqreement . .02. a partnership or joint venture. commitments for the other party. Nothing contained in this Agreement shall he deemed to create Neither party shall incur any debts or make A9.00. SYSTEM SECURITY AND ACCESS. .01. Each acknowledges that all information regarding the installation and implementation of a licensed system is "Confidential and Proprietary Information". Each party agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than its own employee who must have such information for the performance of obligations under this Agreement), unless authorized in writing by the other party or required by law. -3- .02. All financial, statistical, personnel, technical and other information or data relating to the City, which is designated in writing as confidential by the City but made available to SCSI in order to carry out this Agreement, will not be disclosed. equivalent requirements as are applicable to the City with regard to protecting confidentiality. SCSI will instruct its personnel to keep such information confidential. information which is or becomes publicly available, is already rightfully in SCSI's possession, is independently developed by SCSI outside the scope of this Agreement, or is rightfully obtained from third parties. SCSI shall also observe the same or SCSI shall not be required to keep confidential any data or A1O.OO. CITY'S INSTRUCTION. .01. SCSI shall be responsible for ensuring that its employees, servants, and agents will, whenever on City's premises, obey all reasonable instructions and directions issued by City. .02. Unless otherwise agreed by the parties, SCSI personnel, while working in City's premises, shall observe the workina hours, working rules and holiday schedules of City applicable to such City premises. City agrees to provide reasonable working space, resources and materials which are necessary for the performance of services under this Agreement, provided, however, that .such working space, resources and/or materials are agreed upon by City for such services and the use of any such working space, resources and/or materials is arranged so as to minimize any disruption to City's normal business operations. SCSI agrees to comply with all laws, A1l.OO. COMPLIANCE WITH LAWS. regulations, rules and guidelines of the Federal, State and Local jurisdictions and any agency thereof governing SCSI and its operations, including the Immigration and Control Act of 1986. A12.00. APPLICABLE LAW. -01. This Agreement shall be governed and construed under the laws of the State of California. Agreement shall be filed in a court located in the North County Judicial District for the County of San Diego. Any action to enforce the provisipns of this -02. There shall be no discrimination on the basis of race, sex, religion, or national origin against any person employed by SCSI for the performances of services herein described. A13.00. SOFTWARE LICENSE. .01. SCSI grants and City accepts upon the terms and conditions contained herein, non-exclusive, non-transferable, perpetual license to unlimited use of "Licensed System'' solely for City's own purposes. The license granted under this Agreement authorizes City to use the Licensed System in machine readable form on one CPU (object code for MENU-GEN, source and object code for PERMITS). The Licensed System shall include in its meaninq, documentation and technical information provided to City in written form for use in connection with the software. -4- .02. SCSI warrants that it has good title to such system and that City will have undisturbed use of the system in accordance with the terms of this Agreement. SCSI shall keep and maintain in full force and effect during the term of this agreement a policy of general liability insurance. The minimum limits of liability insuarnce shall not be less than $1 million. certificate of insurance will be sent to the City. A copy of the .03. City expressely agrees that it will not sell, lease, assign or in any way transfer, such Licensed System or any rights herein to any person, partnership, corporation or other entity. .04. City shall not alter, remove or conceal, any copyright, trade secret or other proprietary notice on the Licensed System. .OS. Title and ownership to the Licensed System and Intellectual Property Rights is not hereby nor in any other way transferred to City. City acknowledges that SCSI retains the exclusive right to sell, lease, license, assign, or otherwise transfer the Licensed System (and any module thereof) and that SCSI may enter into similar or indentical conveyances of similar or identical riuhts with other SCSI clients. .06. City may not cause or permit disclosure of, or access to, the License Software in whole, in part or in any form to any person, firm, corporation or other entity who or which are not salaried employees of the City without the expressed prior written consent of SCSI, or as required by law. A14.00. WARRANTIES. .01. SCSI warrants and represents that it has full authority to enter into this Agreement and to consummate the transact ion contemplated hereby and that this Agreement is not in conflict with any other agreement to which SCSI is a party or by which it may be bound. AI 5.00. WAIVER. .01. It is expressly understood and agreed that no waiver granted by the City for any violation of any covenant, term or condition of this Agreement shall be construed to constitute a waiver of the same of any further violation without the prior written approval of the City. A16.00. RESOLUTION OF DISPUTES. .01. It is anticipated that disputes between SCSI and the City will be resolved between the parties. may be referred to a committee composed of representatives from SCSI and the City. The parties agree that in attempting to resolve disputes they will act promptly, reasonably, and in aood faith. Disputes or questions of interpretation -5- A17.00. NOTICE. All notices, requests, demands and other communication shall be in writing and sent by reaistered mail, certified mail or hand delivery, addressed to the party's principal place of business herein written. Either party may by notice in writing, direct that future notices, requests, or demands be sent to a different address. shall be deemed given at the time of actual delivery. Notices given by personal delivery SCSI - Sierra Computer Systems, Inc. 2378 W. Whitendale Avenue Visalia, CA 93277 CITY - Information Systems Director City of Carlsbad, California 1200 Elm Avenue Carlsbad, CA 92008-1989 City hereby acknowledges that City has read this Agreement, understands it and agrees to be bound by its terms and conditions. City further agrees that it is the complete and exclusive Agreement between City and SCSI relating to the subject matter of this Agreement. copy of this Agreement. City acknowledges receipt from SCSI of a true SCSI By : Typed: CITY By : Typed: ROBERT AUSHERMAN, PRESIDENT Sierra Computer Systems, Inc. 2378 W. Phitendale Avenue Visalia, CA 93277 City of Carlsbad, California 1200 Elm Avenue Carlsbad, CA 92008-1989 APPROVED AS TO FORM: * *f By : Typed: Vincent Biondo, Jr., Citf Attorney -. City of Carlsbad, Califohia 1200 Elm Avenue Carlsbad, CA 92008-1989 -6- I. EXHIBIT A TO SOFTWARE LICENSE AGREEMENT INSTALLATION SERVICES A. Software: SCSI shall provide the following installation services relatinq to the 1. Assistance in conversion of existing CITY computer files and County Assessor's Data Base to a format compatible with the Software. 2. Assistance in the installation of permit formats and inspections/fee schedules. 3. Assist in creation of a table-driven geo-data base. Assist in creation of a Master Street Guide and Street Name Tables used in the qeo-data base. 4. Assist in creation of multiple structure and site data bases. €3. SCSI shall be paid for installation services at a prevailing rate plus reasonable expenses, in addition to the purchase price for the Software. 1. Installation services are estimated at 300 hours for a total of $12,500.00 dollars. The estimated expenses are $1,500.00 dollars. The total estimated amount is $14,000.00 and shall not be exceeded except upon prior written consent of City. C. SCSI shall submit monthly invoices to City detailing the installation services provided and the time and expense incurred. invoices within thirty (30) days. City shall pay such