HomeMy WebLinkAbout2001-11-06; City Council; Resolution 2001-3291
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RESOLUTION NO. 2o01-329
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND APPROPRIATION OF FUNDS.
WHEREAS, the City of Carlsbad requires a Request for Services System to improve
the current handling of citizen requests for service, and;
WHEREAS, proper bidding procedures have resulted in the receipt of proposals from
qualified vendors;
NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council of the City of
Carlsbad as follows:
1)
2)
The proposal of JPHI America Inc. is hereby accepted.
The Mayor of the City of Carlsbad is hereby authorized and directed to execute a
contract for purchase and installation of the system, a copy of which is attached
hereto, for and on behalf of the City of Carlsbad.
3)
4)
Funds are available for purchase and installation of the Request for Services System
in the Information Technology Software account and are hereby appropriated.
The Purchasing Officer is hereby authorized and directed to issue a purchase order
for the Request for Services System.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of
the City of Carlsbad, California, held on the 6th day of NOVEMBER , 2001, by the following
vote, to wit:
AYES: Council Members Lewis, Kulchin, Finnila, Nygaard,al
NOES: None
ABSENT: None
ATTEST:
KAREN R. KUNDTZ, Assistant City Clerk
AGREEMENT
THIS AGREEMENT is made and entered into as of the day of 14 TQ
-/wdmGmF , 2001, by and between City OF CARLSBAD, a municipal
corporation, “City”, and JPHI America Inc., “Contractor.”
RECITALS
Whereas City desires to procure a Citizen Relationship Management system to
automate the City’s current manual Request for Action process;
Whereas JPHI America Inc. is qualified and desires to provide the system and
perform the ancillary professional services necessary to install, implement and maintain
the system; \
NOW, THEREFORE, in consideration of these recitals and the mutual promises
contained herein, City and Contractor agree as follows:
1. CONTRACTOR’S OBLIGATIONS
A. Contractor will provide the Suite Response Enterprise version 5.3 system,
hereafter referred to as “software”. The software includes the following modules: Issue
Tracking, Issue Types and Citizen Web Self-Service modules.
B. As described in the attached “Exhibit A”, entitled “SCOPE OF SERVICES”,
which is incorporated herein by reference, Contractor will provide all design,
development, installation, consulting, project management, training, technical and other
services necessary for the delivery and implementation of the SuiteResponse System
that it is in productive use at the City and Final System Acceptance by the City has
occurred on or before 270 days from the date of the Agreement signing.
C. Without limiting any of the above, Contractor will perform the tasks and meet
the requirements set forth in the Scope of Services (Exhibit A). However, Contractor
will not be responsible for tasks specifically assigned to the City in this Agreement or in
the Scope of Services.
D. Contractor will also provide software maintenance services as described in
the attached “Exhibit C”, entitled “SOFTWARE MAINTENANCE AGREEMENT” which is
incorporated herein by reference and which shall survive the expiration of this
Agreement.
2. CITY OBLIGATIONS
City shall be responsible for such information, services, and support described in
the attached “Exhibit B”, entitled “CITY’S RESPONSIBILITIES”, which is incorporated
herein by reference. ’
3. PROGRESS AND COMPLETION
The parties acknowledge that time is of the essence in having Contractor comply
with the completion dates set forth in this Agreement.
The work under this Agreement will begin within ten (10) calendar days after
Agreement signing and Final System Acceptance made by the City within two hundred
seventy 270 calendar days of that date.
“Final System Acceptance” means that date in which A) all hardware, software
and system components purchased under the terms of this Agreement have been
successfully installed, tested and accepted by the City; B) all software modifications
have been successfully completed, tested, and accepted by the City; C) all user
documentation provided to the City is verified to be complete, accurate and current with
the system installed; D) all user and system’s management training has been
successfully completed to the satisfaction of the City in general accordance with the
Project Plan mutually developed by the Contractor and the City; E) all tasks, sub-tasks,
or components thereof that relate either directly or indirectly to this Agreement have
been successfully completed; and F) that date upon which the City executes a Final
Acceptance Document which states that all terms and conditions of this Agreement
have been successfully completed by Contractor to the satisfaction of the City.
The Information Technology Director may grant extensions of time if requested
by Contractor and agreed to in writing by both parties. The City will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a
lack of foresight on the part of Contractor, or delays caused by City inaction or other
agencies’ lack of timely action.
When work is completed as identified in Exhibit A, Contractor shall submit to City
a written notification listing the tasks completed. After receiving said notification, City
shall have ten (10) working days to review the deliverable to ensure that it is working
properly in accordance to “Exhibit A” and without failures. If City accepts the Software,
a written letter confirming City’s acceptance will be sent to Contractor, and City will
entirely reduce the Letter of Credit described in Section 28.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the hardware, software and services to be performed
shall not exceed $80,396 (including sales tax).
After completion of each deliverable or milestone, as detailed in Exhibit “A”,
Contractor will invoice the City for the fees then owing. The City will pay all undisputed
invoices according to the payment plan set out in Exhibit “A”., or within thirty (30 ) days
of receipt, depending which term takes precedent.
No other compensation for services will be allowed except those items covered
by supplemental agreements per Paragraph 8, “Changes in Work.”
City may increase the number of user licenses as agreed upon in this
Agreement. An increase in the number of user licenses will be reflected by written
amendment to this Agreement, pursuant to Paragraph 8 below. As the SuiteResponse
Service license purchased is an Enterprise license, the only additional user licensing
that may be required is for third party technology.
5. TRAINING
Contractor will provide training services in accordance with the Training
component of the Project Plan, which will be developed during Phase 1 of the Project as
defined in the Scope of Services. The City will have sole and exclusive right to add to or
deduct from the total amount of training time provided under this Agreement by giving
Contractor written notice no later than twenty-one (21) days prior to the scheduled date
for which training is to be provided to the City.
Only experienced, qualified Contractor employees will perform the training for
this Project. All training must be conducted in a professional manner and must be
completed to the satisfaction of the City or Contractor will provide additional follow-up
and / or retraining (as determined by the City) will be provided at no additional cost to
the City.
6. DURATION OF CONTRACT
This Agreement shall extend for a period of one year from date thereof. The
Agreement may be extended by City Manager for two additional one (1) year periods or
parts thereof. Extensions will be based upon a review of satisfactory performance and
City’s needs. The parties shall prepare extensions in writing indicating effective date and
length of the extended Agreement.
7. PAYMENT OF FEES
Payment of approved items on the invoice shall be made in accordance with the
terms set out in Exhibit “A” and will be mailed to Contractor when due or within 30 days
of receipt of the invoice, depending on which payment terms take precedent.
6. CHANGES IN WORK
If, in the course of the Agreement, changes seem merited by Contractor or City,
and informal consultations with the other party indicate that a change in the conditions
of the Agreement is warranted, Contractor or City may request a change in Agreement.
Such changes shall be processed by City in the following manner: A letter outlining the
required changes shall be forwarded to City by Contractor to inform them of the
proposed changes along with a statement of estimated changes in charges or time
schedule. A Standard Amendment to Agreement shall be prepared by City and
approved by City according to the procedures described in Carlsbad Municipal Code
Section 3.28.172. Such Amendment to Agreement shall not render ineffective or
invalidate unaffected portions of the Agreement.
9. WARRANTIES
The warranties enumerated in this Paragraph 9 shall commence upon City’s
acceptance of the software and remain in effect for one year after acceptance or the
term of any maintenance agreement signed by the parties, whichever is longer. A
breach of any of these warranties by Contractor shall constitute a Material Breach under
this Agreement. This Paragraph 9 shall survive the expiration of the Agreement.
Warranties:
A. Contractor, warrants that: (1) it is a corporation duly incorporated, validly
existing, and in good standing under the laws of the state of Delaware and is qualified to
do business is the state of California; (2) it has the requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement; (3) the
execution, delivery, and performance of this Agreement have been duly authorized by
JPHI America Inc.
B. Contractor warrants that it owns or otherwise has the right to license the
Software to the City and that it possesses all rights and interests in the Software
necessary to enter into this Agreement.
C. The Software will be free of known viruses, worms and Trojan horses, and
any code designed to disable the Software because of the passage of time, alleged
failure to make payments due, or otherwise (except for documented security measures
such as password expiration functions);
D. During the Warranty Period, the Software will perform in conformity with
the Specifications and Requirements. “Specifications and Requirements” shall mean:
All written or electronic materials relating to the use or function of the software are
provided by Contractor to City or generally made available by Contractor, including but
not limited to reference, user, installation, systems administration and technical guides
and manuals, and functional and technical specifications. Contractor will, at its
expense, correct any errors in the software attributable solely to Contractor or their
assigned or sub-contracted parties.
E. All Documentation is in all material respects complete and accurate and released
in a manner consistent with software industry practices, and will enable information
technology professionals and other City employees with ordinary skills and experience
to utilize the Software for all purposes for which it is being acquired by City. The
Documentation will be updated to reflect all releases of the Software and any and all
other modifications, enhancements, updates, error corrections, improvements and the
like provided by Contractor, and all such updates will be of equal or greater quality to
the initial Documentation provided to City and will be delivered to City within thirty (30)
days after the release, modifications, enhancements, updates, error corrections or
improvements to which the Documentation update applies has been delivered to City.
F. The Software shall be general release versions that have been fully tested at
Contractor’s site in accordance with industry standards, and are not beta or pre-release
versions.
G. All work performed by Contractor and/or its subcontractors pursuant to this
Agreement shall meet industry accepted standards of excellence, and shall be
performed in a professional and workmanlike manner by staff with the necessary skills,
experience and knowledge.
H. Contractor warrants that, for the Warranty Period and for as long as there is a
Maintenance Agreement between the parties, the system will comply with all local, state
and federal laws and regulations, If the Software required updating due to a change in a
law or regulation affecting the City, Contractor will give its highest priority to
implementing changes.
I. During the Warranty Period and for as long as there is a Maintenance Agreement
between parties, Contractor warrants that it will remedy any failure, malfunction, defect
or nonconformity in the System, as follows;
(1) Critical Failures: Contractor agrees that it will provide a response time by as
many qualified and knowledgeable representatives as necessary within two (2) hours
after notification by the City, to remedy a Critical failure, providing the City has paid a
Premium Support Standby charge as detailed in Exhibit “A”. The representatives will
furnish uninterrupted, continuous efforts to remedy the Critical Failure on a highest
priority basis. For purposes of this Agreement, a “Critical Failure” will have occurred if
the City has essentially no effective use of a material subsystem or component of the
System.
(2) Non-Critical failures: Contractor agrees to respond to any request for service
due to a malfunction, defect or nonconformity other than a Critical Failure (a “Non-
Critical Failure”) as soon as reasonable possible, but no later than four (4) hours after
receipt of notification and request by the City within normal Contractor working hours.
Contractor agrees that it will provide a response by qualified and knowledgeable
representative(s) and either repair the non-critical failure within seventy-two (72) hours
or provide a written plan acceptable to the City, which clearly identifies the time in which
the non-critical failure will be repaired.
10. ADDITIONAL SERVICES
City may require additional services on a project by project basis to assist with
operation and/or desired functionality of the SuiteResponse System. When additional
services are requested, Contractor will provide City with a written proposal for each
requested project, which may be accepted or rejected by City. If accepted by City,
a Standard Amendment shall be prepared pursuant to Paragraph 8 of this Agreement.
11. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that their firm has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City shall have the right to
annul this Agreement without liability, or, in its discretion, to deduct from the Agreement
price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fees, gift, or contingent fee.
12. COMPLIANCE WITH LAWS AND ORDINANCES
Contractor agrees to make itself aware of and comply with all local, state and
federal ordinances, statutes, laws, rules and regulations applicable to the performance
of its obligations under this Agreement, including but not limited to all applicable federal,
state and/or local laws regarding employment practices and discrimination.
13. DISPUTES
If a dispute should arise regarding the performance of work under this
Agreement, the following procedure shall be used to resolve any questions of fact or
interpretation not otherwise settled by agreement between parties. Parties shall reduce
the dispute to writing a letter and forwarding it the other party along with recommended
methods of resolution, which would be of benefit to both parties. The party receiving the
letter shall reply to the letter along with a recommended method of resolution within ten
(10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved
party, a letter outlining the disputes shall be forwarded to City Council through the Office
of the City Manager. The City Council may then opt to consider the directed solution to
the problem. In such cases, the action of the City Council shall be
parties involved, although nothing in this procedure shall prohibit
seeking remedies available to them at law.
binding upon the
the patties from
14. TERMINATION OF CONTRACT
Along with the other remedies available City in this Agreement, in the event of
Contractor’s failure to complete, deliver, or perform the work as provided for in this
Agreement, the City Manager may notii the Contractor of the City’s intent to terminate
the contract due to failure of the Contractor to deliver certain outstanding project
components and all attempts to remedy the deficiencies according to the terms set out
in section 32 hereto, have been unsuccessful. The Contractor shall be notified by
certified mail of the termination of the Agreement. Contractor, thereupon, has five (5)
working days to deliver all computer programs, files, documentation, data, media related
material, any other materials and equipment owned by City and all work in progress to
the Information Technology Director. The Information Technology Director will make a
determination of fact based upon the materials delivered to City of the percentage of
work, which Contractor has performed which is usable and of worth to City in having the
Agreement completed. Based upon that finding as reported to the City Manager, the
City Manager shall determine the final payment of the Agreement.
This Agreement may be terminated by either party upon tendering thirty (30)
days written notice to the other party. In the event of such suspension or termination,
upon request of City, Contractor shall assemble the work product and put same in order
for proper filing and closing and deliver said product to City. In the event of termination,
Contractor shall be paid for work performed to the termination date; however, the total
shall not exceed the lump sum fee payable under Paragraph 4 of this Agreement. The
City Manager shall make the final determination as to the portions of tasks completed
and the compensation to be made.
15. SUSPENSION OF SERVICES
Notwithstanding anything to the contrary in this Agreement, in the event that City
disputes in good faith an allegation of default by Contractor, Contractor agrees that it
will not terminate this Agreement or suspend or limit any of its performance obligations
or warranties or repossess, disable or render unusable the software, unless 1) the
parties agree in writing, or 2) an order of a court of competent jurisdiction determines
otherwise.
16. ASSIGNMENT
Contractor shall not assign this Agreement or any part thereof or any monies due
there under without the prior written consent of City. Any assignment attempted without
the written consent of the other party shall be void. For purposes of this Agreement, the
term “assignment” shall include any transfer of rights or obligations under this
Agreement to a successor by merger or consolidation or to any person or entity that
acquires all or substantially all of Contractor’s capital stock or assets, and shall include
Contractor’s assignment of this Agreement to any person or entity to which Contractor
transfers any of its rights in the Software.
17. CLAIMS AND LAWSUITS
Contractor agrees that any contract claim submitted to City must be asserted as
part of the contract process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650
et seq., the False Claims Act, 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 infonnation. If City seeks to recover penalties pursuant to the False Claims Act,
it is entitled to recover its litigation costs, including attorney’s fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative
debarment proceeding wherein Contractor may be prevented to act as a Contractor on
any public work or improvement for a period of up to five years. Contractor
acknowledges debarment by another jurisdiction is gr u ds for City to disqualify
Contractor from the selection process -&(lnitial) )I ( (Initial)
The provisions of Carlsbad Municipal Code sections 3.3 . 25, 3.32.026, 3.32.027 and
to false claims are incorporated herein by reference.
18. JURISDICTiON
Contractor agrees and hereby stipulates that the proper venue and jurisdiction for
resolution of any disputes between the parties arising out of this Agreement is San
Diego County, California.
19. STATUS OF CONTRACTOR
Contractor shall perform the services provided for herein in Contractor’s own way
as an independent contractor and in pursuit of Contractor’s independent calling, and not
as an employee of City. Contractor shall be under control of City only as to the result to
be accomplished, but shall consult with City as provided for in the request for proposal.
The persons used by Contractor to provide services under this Agreement shall not be
considered employees of City for any purposes whatsoever.
Contractor is an independent contractor of City. The payment made to
Contractor pursuant to the Agreement shall be the full and complete compensation to
which Contractor is entitled. City shall not make any federal or state tax withholdings on
behalf of Contractor or its employees or subcontractors. City shall not be required to pay
any workers’ compensation insurance or unemployment contributions on behalf of
Contractor or its employees or subcontractors. Contractor agrees to indemnify City
within 30 days for any tax, retirement contribution, social security, overtime payment,
unemployment payment or workers’ compensation payment which City may be required
to make on behalf of Contractor or any employee or subcontractor of Contractor for
work done under this Agreement or such indemnification amount may be deducted by
City from any balance owing to Contractor.
Contractor shall be aware of the requirements of the Immigration Reform and
Control Act of 1986 and shall comply with those requirements, including, but not limited
to, verifying the eligibility for employment of all agents, employees, subcontractors and
Consultants that are included in this Agreement.
20. INDEMNIFICATION
To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City and City’s officers, agents and employees from and against any and
all loss, damages, obligations, liabilities and expenses (including reasonable attorneys’
fees) that arise directly or indirectly from:
A. any infringement of any United States or Canadian copyright, trademark or
patent, or misappropriation of the trade secrets of any third party, in connection with the
Licensed Product (or any allegation of any of the foregoing) (“Infringement Claims”).
Indemnity for Infringement Claims shall be contingent upon City: 1) giving prompt
notice to Contractor of any such Infringement Claim(s) which Contractor is otherwise
unaware of; 2) Contractor having control over the defense of such action, provided City
shall have input as to all matters affecting City; and 3) City reasonably cooperating in
the defense of such action; or
B. any act(s) of negligence or willful misconduct by Contractor or any of its
agents, employees or subcontractors (or any allegations of any of the foregoing),
including but not limited to any liability caused by an accident or other occurrence
resulting in bodily injury, death, sickness or disease to any person(s) or damage or
destruction to any property, real or personal; or
C. City’s refusal to produce any document or information described in
Paragraph C of “Exhibit 6” pursuant to a request to review public city records, after
receiving a request for such item and after being instructed by Contractor not to produce
it; or
D. any claims by any persons or entities supplying labor or material to
Contractor in connection with the performance of Contractor’s obligations under this
Agreement (“Labor and Material Claims”).
If an Infringement Claim occurs, Contractor shall within thirty (30) days
after receipt of the City’s written notice of such claim, or the date on which Contractor
first becomes aware of such claim, whichever is sooner, either: 1) procure for City the
right to continue using the affected product, service or component and deliver or provide
such product, service or component to City; or 2) repair or replace the infringing project,
service or component so that it becomes noninfringing, provided that the performance of
the Software or any component thereof shall not be adversely affected by such
replacement or modification. In the event Contractor is unable to comply with either
subsection 1) or 2) of this paragraph within the thirty (30) day time period described
above, City shall have the right to terminate this Agreement for default. In the event of
such termination, in addition to any other remedies available to City at law, under this
Agreement or otherwise, Contractor shall pay to City within ten days of City’s notice of
termination a pro rata portion of all License Fees paid as of the date of termination.
This Paragraph 20 shall survive termination or expiration of this Agreement.
21. SUBCONTRACTING
If Contractor shall subcontract any of the work to be performed under this
Agreement by Contractor, Contractor shall be fully responsible to City for the acts and
omissions of Contractor’s subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons
directly employed by Contractor. Nothing contained in this Agreement shall create any
contractual relationship between any subcontractor of Contractor and City. Contractor
shall bind every subcontractor and every subcontractor of a subcontractor by the terms
of this Agreement applicable to Contractor’s work unless specifically noted to the
contrary in the subcontract in question approved in writing by City.
22. PROHIBITED INTEREST
No official of City who is authorized in such capacity on behalf of City to
negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or
approving of this Agreement, shall become directly or indirectly interested personally in
this Agreement or in any part thereof. No officer or employee of City who is authorized
in such capacity and on behalf of City to exercise any executive, supervisory, or similar
functions in connection with the performance of this Agreement shall become directly or
indirectly interested personally in this Agreement or any part thereof.
23. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of City,
either before, during or after the execution of this Agreement, shall affect or modify any
of the terms or obligations herein contained nor entitle Contractor to any additional
payment whatsoever under the terms of this Agreement.
Conversely, no verbal agreement or conversation with any officer, agent, or
employee of the Contractor, either before, during or after the execution of this
Agreement, shall affect or modify any of the terms or obligations herein contained nor
entitle the City to any additional services, product features or other deliverable of the
Contractor whatsoever under the terms of this Agreement. Any such requests will be
acted upon providing a signed change order or Amendment is in place as per the terms
of Section 8 hereto.
24. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 20 “Indemnification,” all terms, conditions,
and provisions hereof shall inure to and shall bind each of the parties hereto, and each
of their respective heirs, executors, administrators, successors, and assigns.
25. LIQUIDATION OF CONTRACTOR
In the event that Contractor (or a surviving company in the event of merger or
sale of JPHI America Inc.) is liquidated, dissolved, or ceases to carry on business on a
regular basis, City will have a perpetual, irrevocable, nonexclusive, license, title and
right of ownership to the Software (inclusive of source code and all other
documentation) subject to City agreement that it will not, at any time, market the
Software.
26. EFFECTIVE DATE
This Agreement shall be effective on and from the day and year first written
above.
27. CONFLICT OF INTEREST
City has determined, using the guidelines of the Political Reform Act and City’s
conflict of interest code, that Contractor will not be required to file a conflict of interest
statement as a requirement of this Agreement. However, Contractor hereby
acknowledges that Contractor has the legal responsibility for complying with the Political
Reform Act and nothing in this Agreement releases Contractor from this responsibility.
2%. LETTER OF CREDIT
As security for vendor performance under this Agreement, in lieu of furnishing a
performance bond, Contractor will post an Irrevocable Standby Letter of Credit to the
benefit of the City, on terms acceptable to the City, for the full amount of the software
component of this Agreement which is ($38,021). The form of letter of credit shall be
similar to the sample attached hereto as “Exhibit E”, at a financial institution acceptable
to the City. In addition to posting the Letter of Credit, to ensure that Contractor performs
to the satisfaction of the City, Contractor will allow the City to defer payment of all
services and travel and living expenses of Phases I, II and Ill of this project, as detailed
in Exhibit “A” until 30 days after System Acceptance which is expected to be March 1,
2002.
29. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any
and all amendments, insurance against claims for injuries to persons or damage to
property which may arise out of or in connection with performance of the services by
Contractor or Contractor’s agents, representatives, employees or subcontractors. The
insurance will be obtained from an insurance carrier admitted and authorized to do
business in the State of California. The insurance carrier is required to have a current
Best’s Key Rating of not less than “A-Y.
A. Coverages and Limits
Contractor shall maintain the types of coverages and minimum limits indicated herein,
unless a lower amount is approved by the City Attorney or City Manager:
1. Comprehensive General Liability Insurance. $1 ,OOO,OOO combined single-
limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits shall apply
separately to the work under this Agreement or the general aggregate shall be twice the
required per occurrence limit.
2. Automobile Liability. If the use of an automobile is involved for
Contractor’s work for City). $1 ,OOO,OOO combined single-limit per accident for bodily
injury and property damage.
3. Workers’ Compensation and Employer’s Liability. Workers’ Compensation
limits as required by the Labor Code of the State of California and Employer’s Liability
limits of $1 ,OOO,OOO per accident for bodily injury.
4. Professional Liability. Errors and omissions liability appropriate to
Contractor’s profession with limits of not less than $500,000 per claim. Coverage shall
be maintained for a period of five years following the date of completion of the work.
B. Additional Provisions
Contractor shall ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions.
1. City shall be named as an additional insured on all policies excluding
Workers’ Compensation and Professional Liability.
2. Contractor shall furnish certificates of insurance to City before
commencement of work.
3. Contractor shall obtain occurrence coverage, excluding Professional
Liability which shall be written as claims-made coverage.
4. This insurance shall be in force during the life of the Agreement and any
extension thereof and shall not be canceled without 30 days prior written notice to City
sent by certified mail.
5. If Contractor fails to maintain any of the insurance coverages required
herein, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order
that the required coverages may be maintained. Contractor is responsible for any
payments made by City to obtain or maintain such insurance and City may collect the
same from Contractor or deduct the amount paid from any sums due Contractor under
this Agreement.
30. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of City and on behalf of Contractor in connection with the
foregoing are as follows:
For City: Title
Name
Address
For Contractor: Title v. P. O~~.qix+;* ns \
Name
Address 5% G!Bksdem\/s,sdk~f33
31. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the
duration of the Agreement.
32. LIQUIDATED DAMAGES
A. If Contractor fails to deliver the software and services according to the
Implementation Schedule set forth in “Exhibit A” or as modified by mutual agreement
according to Paragraph 8 of this Agreement; or is found to be in material breach of this
Agreement, City will provide written notification of such failure or material breach to
Contractor. Contractor will then have thirty (30) business days to cure such failure or
Material Breach to City’s satisfaction or appeal the notification to City Council pursuant
to Paragraph 13 of this Agreement. In the event that Contractor does not correct said
failure or material breach within the applicable cure period, liquidated damages in the
amount of TWO HUNDRED FIFTY dollars ($250.00) per day may be imposed upon
Contractor and subtracted from any amounts then due and payable or, if no amounts
are due and payable then, paid by Contractor to City within sixty (60) business days.
Under no circumstances will the liquidated damages paid by the Contractor to the City
exceed 1.5 times the amount paid to the Contractor by the City as of that date, pursuant
to the terms of this agreement. Any failures by Contractor that are due to the City’s
delay in the completion of tasks for implementation of the System will not be considered
a material breach of this Agreement, and the Contractor will not be imposed of
liquidated damages.
B. The parties acknowledge that it would be impractical or extremely difficult to
fix actual damages in the case of Contractor’s default, and that the amount of damages
specified in this Paragraph 32 is a reasonable and complete estimate of City’s damages.
Contractor recognizes that Contractor’s prompt response to notices of default and
continued commitment to its obligations under this Agreement for which penalties can be
imposed, is of critical importance to City. In initialing below, both parties agree that the
amount of liquidated damages set forth in this Paragraph 32 is the best reasonable
estimate of the cost t iolation or breach of this Agreement.
(Initials) (Initials
f
33. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to, attached
or contemplated herein, along with the purchase order for this Agreement and its
provisions, embody the entire agreement and understanding between the parties
relating to the subject matter hereof. In case of conflict, the terms of the Agreement
supersede the purchase order. Neither this Agreement nor any provision hereof may be
amended, modified, waived or discharged except by an instrument in writing executed
by the party against which enforcement of such amendment, waiver or discharge is
sought. e Executed by Contractor this ‘3 day of OKC97hJC 2001.
CONTRACTOR:
.$?4%\ f+w-icu h5
By:
- -7 .J
/Idprig me/title) “, : &vi
L0RRAlm M. WOOD -“city Clerk
i ($rint name/title)
APPROVED AS TO FORM:
J
Dep;p C&ym,ey
(Proper notarial acknowledgment of execution by Contractor must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant
treasurer must sign for corporations. 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.)
EXHIBIT A
SCOPE OF SERVICES
Phase 0 - Contract Signing
Task/Responsibility Days of Service Fees
Expected
Completion Date
Sign Contract
- Post Letter of Credit -JPHI
- Pay Software License Fees -
Carlsbad I 38,021 1 November 6”
Software Exclusive of GIS Component
Totals - 38,021
I
Phase I - Project Definition and Acceptance Criteria
Pilot project for City Manager’s
Office (3 employees) JPHI and
Carlsbad
Develop Acceptance Plan
Review City’s network architecture.-
JPHI
Review City’s server configuration.-
JPHI and Carlsbad
Determine integration required with
other systems.-JPHI and Carlsbad
Determine whether, and how much, of the application is to be available
on the web.-JPHI and Carlsbad
Review FOI and tickler
requirements. JPHI and Carlsbad
Determine acceptance criteria for
application.-JPHI and Carlsbad
Develop acceptance test scripts.-
JPHI
Totals I 3 4500
j
Phase II - Implementation
l Install Lotus Notes Domino on
designated server.-JPHI
l Install Lotus Notes client on
designated workstation.-JPHI
l Install SuiteResponse Service
Software
l Review departments to be involved
in the implementation. Business
Process Review of existing
procedures for handling customer
issues/complaints etc. Review
existing documents (spreadsheets, word processing files, web sites etc)
used in support of customers.
l Establish who has the authority at
the city to sign off and accept new
procedures and re-implementation
of existing procedures-JPHI and
Determine Issues to be tracked via
Service. Review information needed in support of each issue e.g.
Policies, procedures, ordinance
information etc. that may need to be
provided to the customer.-JPHI and
Carlsbad
Review priority and impact on issues
handling -JPHI and Carlsbad
Review confidentiality types of
issues.-JPHI and Carlsbad
Determine organization performance
goals (response and resolution) for
all issues.-Carlsbad
Determine default, primary,
secondary and tertiary contacts
within The City of Carlsbad for each
department/service combination.-
Carlsbad
l Review any special instructions,
knowledge items that are to be
associated with a department
service combination. Identify
current electronic and paper sources
of this information. All content will
need to be verified.-Carlsbad
l No import of knowledge from
electronic sources is required
2 2800 December 7”
2
5
December 21 st
7500 January 11”
1 1500 January 25’h
l Determine escalation procedure.-
JPHI and Carlsbad
l Develop an internal policy manual
for use of Service at The City of
Carlsbad (if required).-Carlsbad Carlsbad
Totals 13 19.300
Phase III - Final Training and Go Live
l User training in groups of up to 8-
JPHI and Carlsbad 3.5 5250 Februarv 15*
ACCEPTANCE
l The SuiteResponse CRM
implementation is expected to meet
all of the acceptance criteria
March I*’
Next Fiscal Year - GIS Integration
l Technology integration requirements
GIS Interface -JPHI GIS Integration 3 4,500 Next Fiscal
Next Fiscal Year - Web Integration
Citizen Service on the Web
2 3000 Next Fiscal
Year
Phase VI - Support & Maintenance Mode
- Block of Time Support
l Maintenance Fee
l Exclusive of GIS Maintenance Fee 8325 June 1”
Estimated Travel and Accommodations 1
l Air Fare (2 staff x 3 trips = 6 flights)
l Meals and Accommodations (20
days @$200/day (2 staff))
l Travel Time (6 days @ 50% rate) Capped at a
maximum of
Note: will invoice actual expenses $5,000 5,000
November 6,200l 2. Phase I, II & III Services February 15,2002”
3. Estimated Travel & Living Expenses for Phase I, $5,000 February 15, 2002**
II & III
ACCEPTANCE March 1,2002
6. Maintenance Phase ;8,325 June 1,2002”*
Notes:
* - The City of Carlsbad agrees to pay 100% of the software licenses contract signing in
exchange for JPHI America Inc. furnishing a Standby Irrevocable Letter of Credit (“LC”) in
favour of the City of Carlsbad for 100% of the cost of the software licenses. The City Agrees to
entirely reduce the requirement by June 1, 2002 providing that the software implementation meets the acceptance criteria mutually agreed upon as a result of Phase I. June 1, 2002
signifies the end of the initial 90 day warranty period and the beginning of the maintenance
phase.
** - The City of Carlsbad agrees to receive professional services and travel and living expense
reimbursement invoices as the services are rendered and expenses incurred. However for all
invoices related to Phases I, II & Ill, JPHI America Inc. agrees to grant the City of Carlsbad
deferred payment terms that become due 30 days after acceptance. The above provision
overrides Section 7. ‘Payment of Fees” until the implementation reverts to maintenance mode
after which point Section 7. Shall be the prevailing term.
*** - Maintenance Phase marks the end of the initial 90 day warranty period after which point the
12 month maintenance agreement becomes effective (15% of license fees plus block of time support services)
If the acceptance criteria are not met by the established milestones setout in this agreement,
then the milestones can be reset through the use of change order or contract amendment as
specified herein.
EXHIBIT B
CITY’S RESPONSIBILITIES
A.
B.
C.
D.
The City agrees to use the Software licensed under this Contract solely for its
own use on the City’s computer system(s), provided that any Software delivered
by the Contractor in machine readable form may be copied (text only) in whole or
in part, in printed or machine readable form, solely for the City’s own use for
back-up and archival purposes. Accompanying documentation and user guides
may be reproduced for internal use, distribution and training purposes only.
The City acknowledges that no title to or ownership of the Software or any of its
parts is transferred to the City and the City’s right to use the Software shall at all
times be subject to the restriction set forth in this Agreement.
The City acknowledges that the Software, including modifications made by the
Contractor, constiiutes valuable property and a trade secret of the Contractor and
that all marketing rights to the system and all modifications made by the
Contractor remain the Contractor’s property, whether or not any portion is or may
be validly copywritten. City, within its control and capacity, agrees to hold all of
the Software and related documentation in strictest confidence, agrees not to use
them except in the performance of this Contract, and agrees to release them only
to employees requiring the Software and related documentation and not to
release or disclose them to any other party, unless required to do so by a court of
law or pursuant to applicable public records statutes.
The City agrees to commit, if feasible, the City personnel necessary to facilitate
the implementation of the Suite Response Enterprise System; however, any
delay in the City’s completion of tasks shall not be a considered a breach of this
Contract.
E. The City agrees to be bound by the terms of Contractor’s Shrink Wrap Software
Agreement. Where terms of the Shrink Wrap Agreement differ from and/or
contradict the terms of this Agreement, including but not limited to confidentiality,
warrants, liability and governing laws, this Agreement and its terms shall prevail.
SOFTWARE MAINTENANCE AGREEMENT
CITIZEN RELATIONSHIP MANAGEMENT SYSTEM
THIS SOFTWARE MAINTENANCE AGREEMENT is made and entered into as
of the 1 -r-k- day of /IJ~(/EM A/kqc ,2001, by and between the
CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and
JPHI America Inc., a corporation, hereinafter referred to as “Contractor.”
RECITALS
A. On ,2001, City and Contractor executed an Agreement /vb V. 13
for the purchase and implementation of a Citizen Relationship Management system.
B. Pursuant to Paragraph 1 of the Agreement, Contractor has agreed to
provide maintenance and support services to City for the Suite Response Enterprise
System.
C. City and Contractor desire to memorialize the terms by which Contractor shall
provide the maintenance and support.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
I. STANDARD MAINTENANCE
After the 90 day warranty period included with the software license which
commences upon Acceptance as defined in Exhibit “A” to the Agreement, other than
third party products, Contractor agrees to provide City with a one (1) year Warranty for
the Software described in and licensed by the Agreement, commencing with
Contractor’s certification to City of the readiness of the Software. Said Warranty is
provided to the City at a fee as set out below in Section II - Charges hereto.
Upon the first annual renewal date after final acceptance of the Software, City
shall have the option of purchasing Contractor’s maintenance coverage for additional
periods of one (1) year and renewable annually unless terminated by City, pursuant to
the terms set forth herein.
As long as City is paying for maintenance with respect to the Software under the
terms set forth herein, Contractor shall provide to City at no additional cost the following
goods and services:
A. All program updates and additions for use with the Software, which are
developed by Contractor, provided, however, that no such program update or addition
shall materially impair the functionality or performance characteristics of the Software.
B. Phone-in consultation services in which City may request and receive
verbal information regarding the use of the Software. These services are billed on a
Block of Time basis with a minimum annual purchase of 15 hours.
C. All program changes deemed necessary by City (including any program
updates and additions) to make the Software perform as described in the user guides,
provided, however, that no user guide update shall be effective to delete or reduce a
functional specification without City’s consent.
D. Maintenance services shall be provided with sufficient promptness in an
effort to avoid down-time. Any modifications not made by Contractor, and the results
caused thereby to the Software shall be the sole responsibility of City.
E. For the term of this Software Maintenance Agreement, Contractor shall
provide City, on a timely basis, with updates necessary for the Citizen Relationship
Management system to continue to accomplish its principal computing functions and
with updates reflecting improvements made to the Software by Contractor. If City
notifies Contractor that it suspects an error in the software operation, Contractor shall,
as part of such support, use its best efforts to confirm the existence of the error and
correct it.
F. Contractor shall provide City with such modifications to the Software as
City may reasonably require to maintain the compatibility of the Software with new
releases or updates of the Novell GroupWise Email System. Said modifications shall be
provided by Contractor at no additional cost.
G. City will have the option, at the end of the first year Warranty under this
Agreement, to extend such maintenance from year to year. Should City not exercise
the option to extend maintenance beyond the first year of maintenance under this
Agreement, City retains the right to purchase at cost from Contractor any future
releases and/or enhancements to the Software, including modifications to the Software
to maintain its compatibility with new releases of the operating system.
II CHARGES
The charges for City’s maintenance coverage shall be based on a rate of fifteen
percent (15%) of the undiscounted price of the Software as set forth in “Exhibit D”. The
first block of time is charged at the rate of $2,700 for 15 hours. All maintenance charges
are subject to annual increases provided that such increases cannot be accessed
during the term of such extended coverage. Annual increases in maintenance coverage
are limited to the increase in the previous year’s CPI for Urban Wage Earners (all items)
-Western Region or 2%, which ever is less. This annual increase provision shall
remain in effect until the end of four (4) years of the date of the signing of this
agreement.
///
///
///
///
Executed by Contractor this a* day of obw ,20 a.
CONTRACTOR:
3iw Pv-vw?aL t NL
(name of Contractor) (print name/title)
By:
&Aj&wlt ti. ck4x.-, w &w&+Tod\J - I \
(sign here) (print name/title) ? C~-7&~A/ By: ! ! gkuJ\ -j+xlfl4+-& Q-i-&id&Q- Go I’ - (print name/title)
CITY OF CARLSBAD. a municipal
corporation of the State of California ATTEST:
By:
(Proper notarial acknowledgment of execution by Contractor must be attached.)
Chairman, president or vice-president and secretary, assistant secretary, CFO or
assistant treasurer must sign for corporations. 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
BJ3=-4.~
DqMy/~t;At~y - c
EXHIBIT D
ADDITIONAL CONTRACTOR COMMITMENTS
A. The Contractor agrees to convert the Domino data store from its native Domino
data store to an Oracle data store by December 31st, 2002. Failure to do so will
result in the Contractor providing the City with an additional year of Software
Maintenance as defined in Exhibit C, Section I.A, at no additional charge. The
Contractor agrees to provide its portion of the software modifications to
accomplish this conversion at no additional charge. Data conversion may result
in some additional professional services work which will be billed to the City at
the normal Contractor rates. The City will be responsible for the procurement of
all third party software as required (i.e. Oracle licenses). The contractor further
agrees to assist the City’s Information Technology department with the set-up
and maintenance of the Domino infrastructure. This Domino infrastructure
assistance will be billed on a time and materials basis at the Contractor’s
published rates.
B. The Contractor will make available the Customer Service Portal module that is
currently in the Beta Test phase of its release cycle. The Contractor agrees to
make this module available when it is in its General Release phase which is
expected to be in January 2002. The City acknowledges that this module is
outside of the scope of this agreement. It may be purchased through the Change
Order process providing a signed change order is in place as per the terms of
Section 8 hereto. The retail cost of the Customer Service Portal is expected to be
$25,000. The Contractor will provide this module to the City at a 60% discount
($10,000) if the City elects to purchase the application before July 31Sf, 2002.
Installation and Maintenance will be billed at the Contractor’s published rates.
C. The Contractor agrees to work with the City to create a dynamic interface
between the SuiteResponse CRM application and the Customer Service module
of Hansen’s CMMS application. Timing for this project will be governed by the
City’s procurement and installation of the Hansen application. The Contractor
agrees to provide a “scope of work engagement” that will further define the exact
requirements of this interface. This engagement will not exceed 5 days, billed at
the normal Contractor rates. During this engagement, a definition of the roles and
responsibilities for the City, the Contractor and Hansen will defined, a project
plan will be created, and a cost estimate will be presented to the City for its
acceptance.
D. The Contractor agrees to maintain all unit prices listed in Appendix B of the RFP
response dated February 5, 2001, until July 31s’, 2002.
Ill
///
~
Executed by Contractor this 26* day of @@beti ,20 01.
CONTRACTOR: CITY OF CARLSBAD, a municipal
corporation of the State of California
%tir #%ii[‘c’A (vx.
(name of Contractor)
(sign here) k -Mayor
w
(print name/title)
(Proper notarial acknowledgment of execution by Contractor must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO or
assistant treasurer must sign for corporations. 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:
:rE;E;L
//- Ti-a-@-L
NOTARY PUBLIC CERTIFICATE
I, Thomas Dwyer Beynon, a Notary Public in and for the Province of Ontario, Canada,
hereby declare that on the 26th day of October, 2001 Edward M. Senez, Vice-president of
Operations, and J. Paul Haynes, President and CEO respectively of JPHI America Inc.
executed before me the agreement between JPHI America Inc. and the City of Carlsbad, a
municipal corporation of the State of California.
DATED this 26fh day of October, 2001.
The City
EXHIBIT E
SAMPLE LETTER OF CREDIT FORM
SAMPLE BANK
Re: Our Irrevocable Standby Letter of Credit No.
We hereby authorize you to draw on the Sample Bank, Sample Bank Address account of JPH America Inc., Suite B7,550 Parkside Drive, Waterloo, Ontario N2L 5V4 up to an aggregate amount of USD $amount (USD %‘s)
available on demand.
Pursuant to the request of our customer: JPH Americal Inc., we the Sample Bank Bank Address hereby establish and give to you an Irrevocable Standby Letter of Credit No. in your favour in the total amount of USD $amount
which may be drawn on by you at any time and from time to time, upon written demand for payment made upon us
by you, which demand we shall honour without inquiring whether you have a right as between yourself and our said
customer to make such demand, and without recognizing any claim of our said customer.
Provided, however, that you are to &liver to us at such time as a written demand for payment is made upon us, a
certificate signed by you agreeing/confiig that monies drawn pursuant to this Standby Letter of Credit are to be and/or have been expended to obligations incurred or to be incurred by you in connection with an Agreement
between JPH America Inc. and City Contract Number __
The amount of this Standby Letter of Credit shall be reduced from time to time as advised by notice in writing given to LIS from time to time by you.
This Standby Letter of Credit will continue upto Date and will expire on that date and you may call for payment of
the full amount outstanding under this Standby Letter of Credit at any time up to the close of business on that date.
It is a condition of this Standby Letter of Credit that it &all be deemed to be automatically extended without amendment from year to year from the present or any fkture expiration date hereof, unless at least thirty (30) days
prior to any such future expiration date. We will notify you in w-riting by registered mail that we elect not to consider this Standby Letter of Credit to be renewable for any additional period.
Partial drawings are permitted.
We hereby agree that drawings under this Credit will be duly honoured upon presentation and shall state that they are drawn under the Sample Bank, Bank Address Standby Letter of Credit No. dated Date - Except as otherwise stated therein, this Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision) International Chamber of Commerce Publication 500.
AUTHORJZED SIGNATURE (s)
1635 FARADAY AVENUE CAR& -0, CA 92008 (760) 602-2495
CITY OF CARLSBAD
APPLICATION FOR BUSINESS LICENSE
PLEASE CHECK THIS BOX IF
HOME BASED BUSINESS I.3
FEE SCHEDUQ
ON REVERSE SIDE
BUSMESS NAME: __rp H 1 BUSINESS PHONE: (5 \ 9 ) -f L( f - q 3 73
BuSlHESS ADDRESS: 7 (NO. P.0 Boxes) (Street) C’N (Suite No.)
c G;w (W) nmAlLlNG ADDRESS: (State) (Zip Code)
(if diierent) (Number) (Street) (Suite No.)
(City)
EMERGENCY CONTACT: Kc\ .-Se n-v-z
(St&e) (Zp Code)
EMERGENCY PHONE: &t& ?/7- 9.39 3
TYPE OF ORGANIZATION: (CheckOne) DATE BUSINESS STARTED IN CARLSBAD: / SOLE PROPRIETORSHIP PARTNERSHIP /-
CORPORATION I/ --
APPLICANT NAME/ADDRESS: (OWNER OR IF PARTNERSHIP/CORP, GIVE NAMES OF PARTNERS OR CORP. OFFICERS)
(TITLE) (TITLE) 1 VI-W
(NAME) (NAME)
(ADDRESS) (ADDRESS)
(CITY/STATE) (ZIP) (CITY/STATE) (ZIP)
(PHONE) (PHONE)
(NAME)
(ADDRESS)
(CITY/STATE) (ZIP)
(PHONE)
type OF BUSINESS: ( ‘cd”‘/‘~ Z&f’ -&m re d& &r?&&/~/ilq.
(PLEASE BE SPECIFIC)
PROVIDE THE FOLLOWING WHERE APPLICABLE: E-MAIL ADDRESS:
STATE SALES TAX NUMBER FEDERAL TAX I.D. NUMBER CA DRIVERS LICENSE
STATE CONTRACTOR CLASS STATE EMPLOYER SOCIAL SECURITY NUMBER LICENSE NUMBER IDENTIFICATION NUMBER
GROSS RECEIPTS
DIVIDE BY 1000
SUB TOTAL ADDITIONAL TRUCKS Q 3/5 EA MULTIPLY BY TAX RATE
SUBTOTAL
ADD BASE FEE LATE PENALTY (25% to 50%)
SUBTOTAL
LATE PENALTY (25% to 50%) 58, #
TOTAL
WINlMUM LICENSE FEE I $30.00-
MAKE CHECKS PAYABLE TO: C/N OF CARLSBAD AND REl-l.lRN WITH Ai’PLlCAnON -
EXECUTED THIS 26. DAY OF OC &J&T , i&X?/ . I, ~JLuad m-J7a-~
(Day) (Month) C/ear) (Print full name)
E
w
PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT.
UiiE
0. p. 0-&?%&/?~.~
TITLE
OFFICE USE ONLY
License # Date Exp. # SIC Charge Code Bus. Location
Page 1 of 1 California Secretary of State - California Business Search - Corporation Search Results
1 Business Portal h
rl Business Search b
Corporations
Status Wioithm
St&us Printouts
The information displayed here is current as of “10/20/2001” and is
updated weekly. It is not a complete or certified record of the
Corporation.
Corporation
JPHI AMERICA INC.
Number: C2262931 Date Filed: g/25/2000 71
Jurisdiction: DELAWARE
Mailing Address
401 SECOND AVE SOUTH STE 454
MINEAPOLIS, MN 55401
Agent for Service of Process
C T CORPORATION SYSTEM
818 WEST SEVENTH ST ,
LOS ANGELES, CA 90017 I
New Search
l For information about certification of corporate records or for additional
corporate information, please refer to Corporate Recd.
l Blank fields indicate the information is not contained in the computer
file.
l If the status of the corporation is “Surrender”, the agent for service of
process is automatically revoked. Please refer to California
Corporations Code Section 2114 for information relating to service
upon corporations that have surrendered.
Copyright ‘c’2001 California Secretary of State. Privacy Statement.
http:/lkepler.ss.ca.gov/corpdata/ShowAllList?Que~Co~N~be~C226293 1 10/29/2001
OCt-26-2001 DB:O7itm F rom-LMS PROL INK LTD +4166951649 T-278 P. 002/002 F-271
CSlO CERTIFICATE OF INSURANCE pa= (Wfmtmf
01/10/26 lRoI(EP This certifk.ate is issued as a matter of information only and confere ~PROLTWKLTD no rights upon ths wtiffcate holder. This o#tHkste does not amend,
extend or alter the cevengs affolded by the policies beiow. 500-480 University Avenue PORONTO, ON M5G IV2 COMPANIEB AFFORDING COkERAGE
COMPANY A st, Paul Fire && Matine -I. NSUREO COMPAW JPH Intmmational B ever America carp.
550 Parkside Drive, Unit 7 HATERLOO, ON N2L 5V4
I COVERAGE3
COMPANY c
COMPANY b
This Is ta certify tha! the poiiciea of insursnca listed below have been issued to the insured named abovs for the policy period indicatwi, notwithstanding any requirement, &fm or wxlitbn of any COntrsct or other document with respect to wtkh this certifioeta may be issued M may pemin, the inbunnce afforded by the polici~ described herein is Mject to all tit@ ternw, exclusions anti conditions of such policies. LINNTS SHOWN MAY HAVE BEEN RtWlJCED BY PAID CLAIMS. -
POLlcY nthwm FOUCYW8CWS FOLWUWRATlON oATE(wfNhul30~ 0Al-B (WnwuRlD~ UMTs
GENERAL LlA6lUTy
A ‘3ENMW.r Lb?slLlTy 1 ONCPC0030126
B&M OCCURRENCE Js 2OO0090
I 00/10/31 01/10/31 GENSRALAG~RLGATE jr 6000000
~000000 FROWCYS -COt+OPAGG S 6
P&Rs~IptJ~‘I s 2OCiQVOO
X TENAWM LtGAL LIABlLIlY TENANTS LEGAL LWUW -- S ~00000
x NON-OWNEO MEDExP(Aovwpvmn) ‘S -10000
HIRED NON-OY&ED s 2000000 8OOll.Y INJLRY (L s AUTOYOStLE UABILfW
IXSCRISEO AUWMOSILES
ALL OWNED AUTCS
LEASED AuYOMOBI~ES
1
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UMSRCLL14 FORM
OTliEA W’.N UMBRELLA FCfW OTHER
R EMPLOXWS LIABXLI,TY WCPCOO30126
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EnChOCCUtWEUCE s
AGGRSGATE s
5
00/10/31 Ol/lcl/31 10000011
00/10/31 m/10/31 cLAIMsm.DE 2000000
I PROPERTY DAhWGE I I
t
AOPI?‘tOt4AL INSURsb
:ERTiFiCATE HOLDER CANCELLATiON
ZN!Y OF CMLSsAb
icERRY A. J-EZISEK 1635 FARADAY Am _ ZARLSBAP CA 92008,
:siO CERT t6194j c
i
DESCRlWlON CM= OPERAtlON&LOCATlONSMllTOMO6lLESlSPS@JhL IYEYS The City of Carlabad, its offiaials,, cmployeer, volunteers are added 88 &cutivnal insureds but on1 with respect to lisbilkw arising out of tK . e mruracis crperationo
Should any of the above described poilcies be canceikf before the
expiration dabe thereof, thn issuing compety will endeavor to Mall
30 days w%itt~n notice to the certificate holder n&ted to the left,
bvtiure to mall such notice shall imme no obiigation or liability
of any kind upon the company, its agents or repres~tative6.
AU-lHORlZJ% REl’RESENTAllVS
GBET Exhibit 2
For Immediate Release
Town of Tillsonburg Wins Distinction
Award for Innovative Public Sector
Service Delivery
JPH In terna tional’s SuiteResponse
CRM and eGenda Solutions at the
Core of Town’s e-Government
Transformation
Ottawa, ON - October 16th, 2001 - At the
gala Distinction Awards ceremony at the Museum
of Civilization in Hull, Quebec, the Town of
Tillsonburg received a Gold Medal for Innovative
Service Delivery in Municipalities. The ceremony
is part of the 9th annual Technology in
Government Week and Government Technology
Exhibition and Conference. The Town received
the award in recognition of its efforts and
successes in transforming the Town’s operations
over the past two years. On hand to receive the
award was Mr. Robert Musty, IT Consultant and
Director of Information Systems for the Town.
“As you can imagine, we are absolutely thrilled to
receive this award “, said David Morris,
GAO/Clerk for the Town. “Our staff has worked
very hard over the past couple of years to change
our operations and business processes to be
more customer focussed. It has been a
tremendous challenge that has yielded many
gratifying results. We have had visitors from
across North America and Europe to our
Customer Service Centre in the past year to see
what we have accomplished. I am very proud of
Town staff and this award is a recognition of their
collective efforts. The other key message with
this award is that municipalities of any size can
benefit from e-Government and citizen service
intiaitives”.
The Distinction Award was based on a submission
which highlighted how the Town has restructured
its customer services operations. The Town
sought to achieve a number of key goals with its
customer service initiative which included :
implementation of corporate service response
goals, staff empowerment and consistency of
information through knowledge management,
and reduced costs of service delivery. Since the
opening of the Customer Service Center and
streamlining of its operations, the Town has
accomplished these broad goals. As it moves
Past R&earss l..“.
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http://www.jphint.com/JPHWebsite.nsfPublic/GBET 10/18/2001 !I
GBET Page 2 of 3
forward, the Town of Tillsonburg plans to expand
and enhance the range of customer services
available to its customers.
This Distinction Award represents the third award
in the past 12 months in which JPHI’s
SuiteResponse CRM has been showcased. The
City of Lynchburg, Virigina, won the Presidents
Medal for Entrepreneurial Government at the
Virginia Municipal League conference late last
year and SuiteResponse CRM won the Best
Industry Solution - Public Sector award at this
year’s Lotusphere conference.
” We congratulate the Town on this tremendous
achievement ‘I1 said Graeme Somerville, VP of
Marketing for JPHI. “We have worked closely with
Tillsonburg to implement our SuiteResponse CRM
solution and recognize the dedication of their
staff to achieve the Town’s customer service
goals and objectives. The theme of this year’s
conference is ‘Enabling e-government : Stepping
up to the Challenge’. The Town has indeed
stepped up to the challenge of integrating
innovative customer service capabilities into their
operations. ”
About JPH International
JPHI provides Citizen Relationship Management
“CRM”, and Content Management solutions to
public sector and utility organizations around the
world. JPHI is the North American arm of EVER
TEAM SA, a leading global supplier of document,
records, and knowledge management solutions.
With 250 dedicated staff servicing over 2,000
customers worldwide, EVER TEAM SA services its
customers directly and through business alliances
with firms such as Lotus, IBM, and Microsoft
along with a network of Value Added Resellers.
For more information on JPH International or its
SuiteResponse products, visit www.iohint.com or
more information on EVER TEAM SA, visit
www.ever.fr/eng.
For More Information:
Graeme Somerville
EVER America Corp.
[1519.?47.9393 x132
http://www.jphint.comDPHWebsite.nsf/Public/GBET 10/18/2001 4
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