HomeMy WebLinkAbout5/7/2003 - STAFF REPORTS (25) DOCUMENT TRACKING
Page: 5
Report: Expired Documents Summary August 3, 2007
Condition: Oldest Date= 1 !, ALL Groups,ALL Services,ALL XREFs
Document# Description Approval Date Expiration Date Closed Date
A4672 Geotechnical Exploration 03/21/2003 07/01/2004
Company Name: Professional Service Industries, Inc.
Address: 1901 S. Meyers Road, Suite 400. Cal brook Terrace, IL 60181
Service: ]n File
xRef: ENGINEERING
Ins. Status: A policy has Expired.
A4697� Software Windows Web-enabled � 05/07/2003 05I0112004
Company Name: Periscope Holding, Inc. uW'\
Address: 319 Congress Ave, #200. Austin, TX 78701 `I Q�
Service: In File l�
xRef: PROCUREMENT V— • t?�
Ins. Status: A policy has Expired.
A4743 Subdivision Agreement Final Map 27680 75�West�VV�la Chino 07I30l2003 D7l01I2005
Company Name: Las Palmas Heights
Address:
Service: In File
xRef: ENGINEERING
Ins. Status: INACTIVE
A4750 Subdivision Improvement Agreement 08/13/2003 08/01/2005
Company Name: Acanto Partners, L L C
Address: ,
Service: In File
xRef: ENGINEERING
Ins. Status: INACTIVE
Periscope Holdings
Software Maintenance
AGREEMENT #4697
M07292, 5-7-03
CITY OF PALM SPRINGS
CONTRACT SERVICE AGREEMENT
FOR SOFTWARE AND SOFTWARE MAINTENANCE
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered
into thisiiL day o ,�rl 2003, by and between the CITY OF PALM SPRINGS,
a municibal corporation, (herei "City") and Periscope Holdings, Inc., (herein "Contractor"). The
term Contractor includes professionals performing in a consulting capacity. The parties hereto
agree as follows:
1,0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
first class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience,Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be of good quality, fit for the purpose intended. For purposes of this
Agreement, the phrase "highest professional standards" shall mean those standards of practice
recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 Contractor's Proposal. The Scope of Service shall indude the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the
terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions,statutes, rules and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits._Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractorshall have the sole obligation
to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be
imposed by law and arise from or are necessary for the Contractor's performance of the services
required by this Agreement, and shall indemnify, defend and hold harmless City against any such
fees,assessments,taxes,penalties or interest levied,assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor(a) has thoroughly Investigated and considered the scope of services to be performed,
(b) has carefully considered how the services should be performed and (c)fully understands the
facilities,difficulties and restrictions attending performance of the services under this Agreement.
If the services involve work upon any site, Contractor warrants that Contractor has, or will,
investigate the site and is or will be fully acquainted with the conditions there emsting, prior to
commencement of services hereunder. Should the Contractor discover any latent or unknown
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conditions,which will materially affect the performance of the services hereunder, Contractor shall
immediately inform the City of such fact and shall not proceed except at Contractor's risk until
written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the
life of the Agreement to furnish continuous protection to the work, and the equipment, materials,
papers,documents,plans,studies and/or other components thereof to prevent losses or damages,
and shall be responsible for all such damages,to persons or property, until acceptance of the work
by City, except such losses or damages as maybe caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable
care and diligence to perform their respective obligations underthisAgreement. Both parties agree
to act in goad faith to execute all instruments, prepare all documents and take all actions as may
be reasonably necessaryto carry out the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Contractor, incorporating therein any adjustment in (i)the Contract Sum, and/or (ii)
the time to perform this Agreement, which said adjustments are subject to the written approval of
the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or
$25,000; whichever is less,or in the time to perform of up to one hundred eighty(180) days may
be approved by the Contract Officer. Any greater increases, taken either separately or
cumulatively must be approved by the City Council. It is expressly understood by Contractor that
the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the
risk that the services to be provided pursuant to the Scope of Services may be more costly ortime
consuming than Contractor anticipates and that Contractor shall not be entitled to additional
compensation therefore.
1.9 Special Requirements Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto
as Exhibit"B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit"B" and any other provisions of this Agreement, the provisions in Exhibit"B"
shall govern.
2.0 SOFTWARE USE
2.1 Software Licensing. The rights acquired by City hereunder are expressly
subject to a non-transferable, non-exclusive, limited license to use the licensed software as
specified in this Agreement. This limited license includes the right to use and modify certain files
for the City's own design purposes, for its use in accordance with the provisions herein.
The City acknowledges that it has no title to or ownership of the licensed software,
and that the software remains the proprietary property of the Contractor or others from whom
Contractor has attained distribution rights, and is protected by federal copyright law. City
covenantsto reasonably respect the confidential and trade secret nature of that licensed software.
City promises not to reverse engineer or otherwise recreate the form of expression or underlying
ideas contained in any portion of the licensed software.
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The City may not give away, rent, lease, or otherwise sell, sub-license, distribute or
transfer the licensed software or any modification thereto without the prior written consent of
Contractor.
2.2 Cooyright/Right to Grant License. Contractor warrants and represents that the
licensed software is protected by copyright and trademark laws and international treaties. The
ownership rights and intellectual property rights in the licensed software remain in Contractor
and/or its suppliers. Use of the licensed software and associated documentation is subject to the
applicable copyright laws and the express rights and restrictions of this Agreement. Contractor
hereby warrants that at the time of delivery of the licensed software, it has the right to grant the
license(s)hereunder.
2.3 Patent/Copyright Infringement Indemnity. If notified in writing of any actions (and
all prior claims relating to such action) which maybe brought against City based on a claim that
City's use of the licensed software infringes a United States patent or copyright, Contractor shall
defend such action at its expense.
2.4 Ownership of City's Data. All records entered into the database of City or supplied
to provider by City are and shall remain the sole properly of City. Contractor shall not, without
City's written consent, copy or use such records except to carry out contracted work and will not
transfer such records to anyother party not involved in the performance of this Agreement, and will
return submitted records to City upon completion of the work hereunder. City shall have the right,
without the consent of Contractor to extract such data in industry-standard formats, and at no cost
to City. City acknowledges that the storage compilation, format and layout constitute proprietary
and trade secretinformationof Contractorwhich are protected by federal copyright law. Contractor
agrees to assist City, if requested, in making such extracts, subject to reasonable compensation
therefor.
3.0 COMPENSATION
3.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Contractor shall be compensated in accordance with the "Schedule of Compensation"attached
hereto as Exhibit"C"and incorporated herein by this reference, but not exceeding the maximum
contract amount of eighty five thousand five hundred fiftythree dollars and fifty cents($85,553.50)
(herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may
include(i)a lump sum payment upon completion, (ii) payment in accordancewith the percentage
of completion of the services, (iii)payment for time and materials based upon the Contractor's rates
as specified in the Schedule of Compensation, but not exceeding the Contract Sum, or (iv) such
other methods as may be specified in the Schedule of Compensation. Compensation may include
reimbursement for actual and necessary expenditures for reproduction costs,telephone expenses,
transportation expenses approved by the Contract Officer in advance, and no otherexpenses and
only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance
of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall
not be entitled to any additional compensation for attending said meetings.
3.2 Method of Payment. Unless some other method of payment is specified in
the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no
later than the first (15`)working day of such month, Contractor shall submit to the City in the form
approved by the City's Director of Finance, an invoice for services rendered priorto the date of the
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invoice. Except as provided in Section 9.3, City shall pay Contractor for all expenses stated
thereon which are approved by City pursuantto this Agreement no later than the last working day
of the month.
4.0 SOFTWARE MAINTENANCE
4.1 Maintenance Services. As provided in the Scope of Services, Exhibit "A"
herein, Contractor shall provide maintenance gervicesfor the initial term of the Agreement and as
subsequently agreed to by the parties in writing.
4.2 Software Problem Reporting. If problem developswith installed Contractor
software or update releases, it may be reported by calling the Contractor's support center or by
submitting a software problem report. Software problem reports may be written by City or by a
support representative on behalf of City and forwarded tothe Contractor's customer support center.
Contractor shall acknowledge receipt and inform City of the disposition of the software problem
report. Upon City's report of a critical software problem, Contractor may, at its discretion, provide
City with a workaround or object code modification (patch), if available. Contractor retains the right
to determine the final disposition of all reported problems. In the case of the implementation of a
program correction occasioned by a software problem report, Contractor shall provide to City,
within thirty(30)calendar days after such implementation,such revisions and/or upgrades to user
manuals, operator manuals and software documentation that have been supplied by Contractor
to City, as may be required by City to effectively utilize such implementation.
4.3 Response Times to Software Problems. A Contractor software maintenance
representative shall respond within four(4) business hours of notification by City of any software
problem. "Respond"shall mean to ascertain by appropriate means the nature of the problem and
to report by telephone or terminal to City's authorized representative the corrective actions to be
taken.
4A Software Problem Loq. Provider shall maintain a log of all Software Problem
Reports from City. Said log shall indicate the time the report was first received at Contractor's
designated point of contact, the time that a Contractor software maintenance person responded
to the report, a description of the actions taken in response to the report,the time of the action and
the time the system was restored to good operating condition. The log shall be available for
inspection by City at any time.
4.5 On Site Assistance. In the event that telephone or on-line assistance is not
sufficient,it is the responsibility of the City's Project Manager to request on-site assistance. Once
on site, the Contractor support representative shall work to completion of the task or so long as
reasonable progress is being made. The on-site effort may be suspended to obtain additional
resources, but shall be resumed when they become available.
5.0 PERFORMANCE SCHEDULE
5.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
5.2 Schedule of Performance. Contractor shall commence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s)established in the"Schedule of Performance" attached hereto as Exhibit"D", if
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any, and incorporated herein by this reference. When requested by the Contractor, extensions to
the time period(s) specified in the Schedule of Performance may be approved in writing by the
Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
5.3 Force Maieure. The time period(s)specifiedin the Scheduleof Performance
for performance of the services rendered pursuant to this Agreement shall be extended because
of any delays due to unforeseeable causes beyond the control and without the fault or negligence
of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually
severe weather,fires,earthquakes,floods,epidemics,quarantine restrictions,riots,strikes,freight
embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the
Contractor shall, within ten (10) days of the commencement of such delay, notify the Contract
Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the
extent of delay and extendthe time for performing the services forthe period of the enforced delay
when and if, in the judgment of the Contract Officer, such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Contractor be entitled to recover damages against the City for any delay in the performance of this
Agreement,however caused,Contractor's sole remedy being extension of the Agreement pursuant
to this Section.
5.4 Term. Unless earlier terminated in accordance with Section 9.8 of this
Agreement,this Agreement shall continue in full force and effect until completion of the services,
but not exceeding one(1)year from the date hereof,except as otherwise provided in the Schedule
of Performance (Exhibit'D").
6.0 COORDINATION OF WORK
6.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in
its behalf with respect to the work specified herein and make all decisions in connection therewith,
Brent McNeill
It is expressly understood that the experience, knowledge,capability and reputation of the
foregoing principals were asubstantial inducementfor City toenter into this Agreement. Therefore,
the foregoing principals shall be responsible during the term of this Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the services hereunder.
For purposes of this Agreement, the foregoing principals may not be replaced nor may their
responsibilities be substantially reduced by Contractor without the express written approval of City.
62 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Managerof City. It shall be the Contractor's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the
City required hereunder to carry out the terms of this Agreement.
6.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge,capability and reputation of Contractor,its principals and employeeswere a substantial
inducement for the Cityto enter intothis Agreement. Therefore, Contractor shall not contract with
any other entity to perform in whole or in part the services required hereunder without the express
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written approval of the City. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting
in concert of more than twenty five percent (25%) of the present ownership and/or control of
Contractor, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder
without the express Consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with
offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are
available, to persons or entities with offices located in the Coachella Valley ("Local
Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to
Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In
requesting for the City to consent to a subcontract with a person or entity that is not a Local
Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have
been made or that no Local Subcontractors are qualified to perform the work. Said good faith
efforts may be evidenced by placing advertisements inviting proposals or by sending requests for
proposals to selected Local Subcontractors. The City may consider Contractor's efforts in
determining whether it will consent to a particular subcontractor. Contractor shall keep evidence
of such good faith efforts and copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2
6A Independent Contractor. Neither the City nor any of its employees shall have
any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein,except as otherwise set forth herein. City shall have no voice
in the selection, discharge, supervision or control of Contractor's employees, servants,
representatives or agents, or in fixing their number, compensation or hours of service. Contractor
shall perform all services required herein as an independent contractor of City and shall remain at
all times as to City a wholly independent contractor with only such obligations as are consistent Wth
that role. Contractor shall not at anytime or in any manner represent that it or any of its agents or
employees are agents or employees of City. City shall not in anyway or for any purpose become
or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a
member of anyjoint enterprise with Contractor.
7.0 INSURANCE, INDEMNIFICATION AND BONDS
7.1 Insurance. The Contractorshall procure and maintain,at its sole costand
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Commercial General Liability Insurance. A policy of commercial general
liability insurance written on a per occurrence basis with a combined single limit of at least
$1,000,000 bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broad form property damage, products and
completed operations.The Commercial General Liability Policyshall namethe Cityof Palm
Springs as additional insured in accordance with standard ISO additional insured
endorsementform CG2010(1185) or equivalent language.
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(b)Worker's Compensation Insurance. A policy of worker's compensation
insurance in an amountwhich fully complies with the statutory requirements of the State of
California and which includes $1,000,000 employers liability.
(c) Business Automobile Insurance. A policy of business automobile liability
insurance written on a per occurrence basis with a single limit liability in the amount of
$1,000,000 bodily and property damage. Said policy shall include coverage for owned, non-
owned, leased and hired cars.
(d)Additional Insurance. Additional limits and coverages, which may include
professional liability insurance, will be specified In Exhibit "B".
All of the above policies of insurance shall be primary insurance and issued by companies
whose rating satisfies the requirements in Section 7.4 of this agreement. The insurer shall waive all
rights of subrogation and contribution it may have against the City, its officers, employees and
agents, and their respective insurers. In the event any of said policies of insurance are canceled,
the Contractor shall, priortothe cancellation date,submit new evidence of insurance in conformance
with this Section 7.1 to the Contract Officer. No work or services under this Agreement shall
commence until the Contractor has provided the City with Certificates of Insurance, endorsements
or appropriate insurance binders evidencing the above insurance coverages and said Certificates
of Insurance, endorsements, or binders are approved by the City.
The contractor agrees that the provisions of this Section 7.1 shall not be construed as limiting
in any way the extent to which the Contractor may be held responsible for the payment of damages
to any persons or property resulting from the Contractor's activities or the activities of any person or
person for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with this
Agreement the contract between the Contractor and such subcontractor shall require the
subcontractor to maintain the same polices of insurance that the Contractor is required to maintain
pursuant to this Section.
72 Indemnification. Contractor agrees to indemnify the City, its officers, agents
and employees against, and will hold and save them, and each of them, harmless from any and all
actions, suits, claims, damages to persons or property,losses, costs, penalties, obligations, errors,
omissions or liabilities, (herein"claims or liabilities")that may be asserted or claimed by any person,
firm or entity arising out of or in connection with the negligent performance of the work, operations
or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or
arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement,whether or not there is concurrent passive or active negligence on the part of the City,
its officers, agents or employees but excluding such claims or liabilities arising from the sale
negligence or willful misconduct of the City, its officers, agents or employees, who are directly
responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys'fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City,
its officers, agents or employees for any such claims or liabilities arising out of or in
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connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its
officers, agents, and employees harmless therefrom;
(e) In the event the City,its officers, agents or employees are made a
party to any action or proceeding filed or prosecuted against Contractor for such damages
or other claims arising out of or in connection with the negligent performance of or failure to
perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay
to the City, its officers, agents oremployees,any and all costs and expenses incurred by the
City, its officers, agents or employees in such action or proceeding, including but not limited
to, legal costs and attorneys' fees.
7.3 Performance Bond. Concurrently with execution of this Agreement,Contractor
shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form
provided by the City, which secures the faithful performance of this Agreement, unless such
requirement is waived by the Contract Officer. The bond shall contain the original, notarized
signature of an authorized officer of the surety and affixed thereto shall be a Certified and current
Copy of his power of attorney. The bond shall be unconditional and remain in force during the entire
term of the Agreement and shall be null and void only if the Contractor promptly and faithfully
performs all terms and conditions of this Agreement.
7.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this
Agreement shall be satisfactory ordy if issued by companies qualified to do business in California,
rated "A"or better in the most recentedition of Best's Key Rating Guide or in the Federal Register,
unless such requirements are waived by the City Manager or designee of the City Manager due to
unique circumstances. In the event the City Manager determines that the work or services to be
performed under this Agreement create an increased or decreased risk of loss to the City, the
Contractor agrees that the minimum limits of the insurance policies and the performance bond
required by this Section 7 may be changed accordingly upon receipt of written notice from the City
Manager or designee; provided that the Contractor shall have the right to appeal a determination of
increased coverage bythe City Manager to the City Council of City within ten (10)days of receipt of
notice from the City Manager.
8.0 REPORTS AND RECORDS
8.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned
about the cost of work and services to be performed pursuant to this Agreement. For this reason,
Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or
events that may orwill materially increase or decreasethe cost of the work or services contemplated
herein or, if Contractor is providing design services, the cost of the project being designed,
Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event
and the estimated increased ordecreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
8.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall
have full and free access to such books and records at all times during normal business hours of
City, including the right to inspect, copy,audit and make records and transcripts from such records.
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Such records shall be maintained for a period of three(3)years following completion of the services
hereunder, and the City shall have access to such records in the event any audit is required.
8.3 Ownership of Documents. All drawings, spec cations, reports, records,
documents and other materials prepared by Contractor,its employees, subcontractors and agents
in the performance of this Agreement shall be the property of City and shall be deliveredto City upon
request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no
claim for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership of the documents and materials hereunder. Any use of such completed
documents for other projects and/or use of uncompleted documents without specific written
authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and
the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain
copies of such documents for its own use. Contractor shall have an unrestricted right to use the
concepts embodied therein. All subcontractors shall provide for assignment to City any documents
or materials prepared by them, and in the event Contractor fails to secure such assignment,
Contractor shall indemnify City for all damages resulting therefrom.
8.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
9.0 ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county. Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
9.2 Disputes, In the event of any dispute arising under this Agreement,the injured
party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor. The
injured party shall continue performing its obligations hereunder so long as the injuring party
commences to cure such default within ten (10) days of service of such notice and completes the
cure of such default within forty-five (45) days after service of the notice, or such longer period as
may be permitted by the injured party; provided that if the default is an immediate danger to the
health,safety and general welfare, such immediate action may be necessary. Compliance with the
provisions of this Section shall be a condition precedentto termination of this Agreement for cause
and to any legal action,and such compliance shall not be a waiver of any party's right to take legal
action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the
Contractor's right to terminate this Agreement without cause pursuant to Section 9.8.
9.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
amount payable to Contractor (whether or not arising out of this Agreement) (1) any amounts the
payment of which may be in dispute hereunder or which are necessary to compensate City for any
losses,costs, liabilities, or damages suffered by City, and (ii)all amountsfor which City may be liable
to third parties, by reason of Contractor's acts or omissions in performing or failing to perform
Contractor's obligation under this Agreement. In the event that any claim is made by a third party,
the amount or validity of which is disputed by Contractor, or any indebtedness shall existwhich shall
appear to be the basis for a claim of lien, City may withhold from any payment due, without liability
for interest because of such withholding, an amount sufficient to cover such claim. The failure of City
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to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Contractor to insure, indemnify, and protect City as elsewhere provided herein.
9.4 Waiver. No delay or omission in the exercise of any right or remedy by a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver. A
party's consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either parry of any default must be in writing and shall not be a waiver
of any other default concerning the same or any other provision of this Agreement-
9-5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement,the rights and remediesofthe parties
are cumulative and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
9.6 LecialAction- In addition to any otherrightsor remedies,ether party maytake
legal action, in law or in equity,to cure, correct or remedy any default, to recover damages for any
default,to compel specific performance of this Agreement, to obtain declaratory or injunctive relief,
or to obtain any other remedy consistent with the purposes of this Agreement.
9.7 Liquidated Damages. Since the determination of actual damagesforany delay
in performance of this Agreement would be extremely difficult or impractical to determine in the event
of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the
City the sum of ($ --Not Applicable-- ) as liquidated damages for each working day of delay in
the performance of any service required hereunder, as specified in the Schedule of Performance
(Exhibit"D"). The City may withhold from any monies payable on account of services performed by
the Contractor any accrued liquidated damages.
9.8 Termination Prior to Expiration Of Tenn. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for termination
for cause. The City reserves the right to terminate this Agreement at any time,with or without cause,
upon thirty (30)days written notice to Contractor, except that where termination is due to the fault
of the Contractor, the period of notice may be such shorter time as may be determined by the
Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any
time,with or without cause, upon sixty(60)days written notice to City,except that where termination
is due to the fault of the City, the period of notice may be such shorter time as the Contractor may
determine. Upon receipt of any notice of termination,Contractor shall immediately cease all services
hereunder except as may be specifically approved by the Contract Officer. Except where the
Contractor has initiated termination,the Contractor shall be entitled to compensation for all services
rendered prior to the effective date of the notice of termination and for any services authorized bythe
Contract Officer thereafter in accordance with the Schedule of Compensation or as may be approved
by the Contract Officer, except as provided in Section 9.3. In the event the Contractor has initiated
termination, the Contractor shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to this
Section,the terminating party need not provide the non-terminating party with the opportunity to cure
pursuant to Section 9.2.
9.9 Termination for Default of Contractor. If termination is due to the failure of the
Contractor to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 9.2, take over the work and prosecute the same to completion by contract or
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-10-
otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated(provided that the City shall
use reasonable efforts to mitigate such damages), and City may withhold any payments to the
Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously
stated.
9.10 Attorneys' Fees; If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall
include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be
entitled to all other reasonable costs for investigating such action, taking depositions and discovery
and all other necessary costs the court allowswhich are incurred in such litigation. All such fees shall
be deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
10.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-liabilit of City Officers and Employees. No officer or employee of the City
shall be personally liable to the Contractor, or any successor in interest, in the event of any default
or breach bythe City or for any amount which may become due to the Contractor or to its successor,
or for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. No officer or employee of the City shall have any financial
interest,director indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which effects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in violation of
any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
10.3 CovenantAgainst Discrimination. Contractor covena nts that,by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them,that there shall be no
discrimination against or segregation of, any person or group of persons on account of race, color,
creed,religion,sex, marital status, national origin, or ancestryin the performanoe of this Agreement.
Contractor shall take affirmative action to insure that applicants are employed and that employees
are treated during employment without regard to their race, color, creed,religion,sex, marital status,
national origin, or ancestry.
11.0 MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City,
to the City Managerand to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box
2743, Palm Springs, California 92263. In the case of the Contractor, it should be addressed to the
person at the address designated on the execution page of this Agreement Either party may change
its address by notifying the other party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing
if mailed as provided in this Section.
11.2 Interpretation. The terms of this Agreement shall be construed in accordance
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-11-
with the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of this Agreement or any other rule of construction which might otherwise
apply.
11.3 Integration; Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. This Agreement may be amended
at any time by the mutual consent of the parties by an instrument in writing.
11 A Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or
sections of this Agreement which are hereby declared as severable and shag be interpreted to carry
out the intent of the parties hereunder unless the invalid provision is so material that its invalidity
deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
11.5 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that(1)such party is duly organized and existing, (ii)they are duly authorized
to execute and deliver this Agreement on behalf of said party, (ifi) by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) the entering into this
Agreement does not violate any provision of any other Agreement to which said party is bound.
(Signatures on next page)
H:\USERS\WPPUBL10\03rfp\PeriscopeHoldingsAgreeement-Final.wpd
-12-
IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date
first written above-
CITY OF PALM SPRINGS
ATTEST: a municipal corporation
City Clerk .�� /,� �� City Manager
wit Agreement over/u+i4er $25,000
APPROVED AS TO FORM: PClriewed and approved by
Procurement & Contracting /
By. Initia➢s, Date
City Adorn, P.O. Number
CONTRACTOR: Check one:_Individual_Partnership Corporation
Corporations requlre two notanzed signatures: One signature must be from the Chairman of Board, President,or any Vlce President.
The second signature must be from the Secretary,
Assistant Secretary,Treasurer Istan1 -
t�fTrela/Also/rer,or Chief Financial Officer).
By: �� By: V ` VV
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Notarized Signature of Chairman of Board, NotarizeI Signature Secretary, Asst Secretary,
President or any Vice President Treasurer,Asst treasureror Chief Financial Officer
j ulal�ert
Name=�j],I^I����9� ;P{� Name: q-• y (
Title:_IYfLSi(-e{,-vI• �[� Title: �ec�>Ikykg Pfe,�t,4-VJ•l,',co"4n �X'^
State of l(qy Stateof IC'kG5
County of If-adi9 Iss Cc County of `Tr dx�`Iss
On lbeforeme,_ 5eF7a�0u\C��OiS On ��J��3 before me, �e.hQrnn CeGID�S
personallyappeared l7rlUR lA���.y _ personally appeared John I u�al tS
personally known to me (or proved to ma chi the basis of personally known to me (or proved to me on the basis of
satisfactory evidence)to be the person(s)whose names)is/are satisfactory evidence)to be the persons)whose name(s)is/are
subscribed to the within instrument an acknowledged to me subscribed to the wlthln instrument and acknowledged to me
thal�F he/they executed the same i I fher/their authorized tha el he/they executed the ame i his ferltheir authorized
capaeity(ies), and that by QMerltheir slgnatum(s) on the capacity(ies), and that by his entheir slgnatum(s) on the
instrument the person(s),or the entity upon behalf of which the Instrument the persorr(s),or the entity upon behalf of which the
persons)acted,executed the instrument. person(s)acted,executed the instrument.
W ITNF55 my hand and official se�al�., (C?}``���� �,vyn�, WITNESS my hand and official seal. //�J �(�p'�/�
Notary Signature. ✓`��"�� &J UI.CI Notary Signature. "` j ' �"" '
Notary Seal: _7e Notary Sgal; .
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EXHIBIT"A"
SCOPE OF SERVICES
Contractor shall provide materials and services necessary to upgrade the City's existing DOS-based
automated purchasing system to the new client/server based BuySpeed suite of procurement
software. Contractor shall furnish,deliver and install the software on City-owned computer hardware,
convert all non-customized data from the existing DOS database, make all provided software
operational and train City staff in its use.
The software products and services included in this upgrade consist of BuySpeed Basic and Open
Market Purchasing, Contracts Module,BuySpeed Online(Agency), BuySpeed Online(Vendor)and
Annual Offsite Support and Maintenance.
Software Features and Functionality: The suite of software products provided shall function to
provide the Citywith features and functionality that support the City's basic procurement operations.
Features and functionality supported by the software shall include:
electronic requisitioning by user departments via the internet;
electronic requisition approvals;
manipulation of requisition by procurement staff in order to prepare bids and quotes;
online bid and quotes and posting of notice of same to City website;
tabulation and processing of bid and quote responses;
creation of purchase orders;
status driven flow of documents/procedures;
electronic vendor self-registration and commodity code profiling;
administration features necessary to support the above operations.
Electronic requisitioning by userdepartments via the internet:Departmental users shall
be able to create web-based electronic open market and term contract requisitions. The
requisitioning feature shall include drag-and-drop capabilities to enable copying of repetitive
information, combining of documents and creation of new documents from a variety of
sources. The software shall provide for the ability for departmental users to access
BuySpeed bids, purchase orders, catalogs and contracts.
Electronic requisition approvals: The software shall allow a minimum of six levels of
approval. Upon logging into the system reviewing officials must ba able to see which
documents require their attention. Reviewing officials shall be able to revieweach requisition
(or other document) and either approve, disapprove or hold it for further consideration.
Manipulation of requisition by procurement: The software shall allow procurement staff
to originate and/or process received requisitions. Using either drag-and-drop capability or
direct entry, staff shall be able to flow information, including header and/or line item
information, attachments and terms and condition, in order to create direct purchase orders
or bid and quotes.
Online bids and quotes: Procurement staff shall beable to select potential bidders from the
BuySpeed vendor database, simultaneously send the bid to selected vendors via the method
each vendor selected in vendor self-profiling process (email,fax or mail), and post the bid to
the City's website.
-14-
Tabulation and processing of bid and quote responses: Staff shall be able to manually
enter vendor quotes that were not received electronically, and BuySpeed will automatically
build a simple, intuitive color coded tabulation matrix sheet, highlighting law bids,
nonconforming bids, no bids, etc,for all responses received.
Creation of purchase orders: From responses received and tabulated, City staff shall be
able to selecta single or multiple successful bidders,and the system will produce appropriate
purchase orders for mail or electronic delivery.
Status driven flow of documents: The software shall provide a status driven flow of
documents through the system,so that required actions and/orapprovals must be completed
before the document can be moved to the next step of the procurement process.
Electronic vendor self-registration and commodity code profiling:The BuySpeed Online
-Vendor software shall function as an eMail portal and link to the City's vendors, and shall
appear as a page on the City's website. Vendors shall be able to use it to register their
general information, multiple addresses,commodity and service codes, references, regions,
notes, and more. Vendors shall be able to manage their own data, eliminating this time
consuming task from the City.Vendors,whether registered in the database or not, may view
the City's posted bid opportunities. The system will automatically capture information about
who picked up a bid and when, allowing for easy distribution of amendments. Bid and quote
tabulations may be posted for public viewing on BuySpeed Online -Vendor.
Administration Features:The software shall provide administrative control of all BuySpeed
processes, including user security and access, document types and flows, approval paths,
vendor management, accounting information management, addresses, attachment/ terms
and conditions libraries, commodity code maintenance, and many otherfunctions, enabling
the purchasing staff to customize the BuySpeed system to operate efficientlyin accordance
with the City's ordinances, policies and procedures.
Data Conversion: Data conversion services will be limited to data in the APS-DOS database that
has not been customized by the City.
System Acceptance:Contractors request for system acceptance will be presented to the City after
a review of the system's performance and completion of a 30-day period of performance.
The system performance review will utilize the checklist entitled "Palm Springs Verification
Checklist", attached hereto and incorporated herein as Exhibit "A1", that verifies the features and
functionally of the software products purchased, any interfaces and/or customizations made or
required. The Citywill sign off all operating features and functions and present Contractor with a list
of any outstanding concerns required for full operation of the software. The Contractor's project
manager will review any outstanding concerns and prepare and execute a plan of action to resolve
them. Upon satisfactory resolution of these concerns, the 30-day period of performance will
commence.
Upon completion of the 30-day period of performance, the City shall accept the software products
and make final payment to the Contractor. In the event that the software products fail at anytime
during this 30-day period, the period shall be extended another 30 days, until such time that the
software has performed withoutfail for 30 consecutive days. For the purposes of this performance
period"fail"shall mean an error resulting in the failure of the complete software system or of specific
functionality which causes a critical business impact and forwhich there is nosupported workaround.
-15-
EXHIBIT"Al"
PALM SPRINGS VERIFICATION CHECKLIST
Accomplishing the following checklist verifies that the BuySpeed Software Suite is functioning as
specified in the BuySpeed User Manuals Documentation.
I. BuySpeed Agency Administration
a) Agency Administrator controls system utilities including security, user access, information
registries, and multiple databases
b) Agency Administrator performs maintenance on agency information, addresses, user and
vendor databases, approval paths, attachment/terms and conditions libraries.
II. BuySpeed Online Agency Administration
a) Agency Administrator migrates Agency User from BuySpeed to BuySpeed Online.
b) Agency Administrator adds news item to Website
III. Vendor Entry and Maintenance
a) Using BuySpeed Online,new vendor creates a new Vendor record and associatesclass/class
item and demographics to the record.
b) Using BuySpeed, administrator accesses new vendor information and modifies the record.
IV. Document Entry
a) Scenario 1 -- Informal Purchase
i) Using BuySpeed Online, Agency User creates one requisition for several line items, and
one narrative item from a stored template, and attaches a specification sheet.
ii) Using BuySpeed Online, Agency User sends requisition to Purchasing via departmental
approval path.
iii) Approver sends (returns) the requisition back to the Requestor/Originator. The user
revises/modifies the requisition and sends back to Purchasing via departmental approval
path.
iv) After approval, using BuySpeed, the Buyer processes and awards to purchase order,
Print display of purchase order showing bitmap signature.
b) Scenario 2— Formal Purchase
i) Using BuySpeed, the Buyer creates a new bid document from an existing processed
requisition.
ii) Associates multiple Bidders by specific criteria
iii) Publishes bid (Bidder notification).
rv) Using BuySpeed Online, the Vendor logs in and submits online bid response (Quote).
v) Using BuySpeed, Buyer enters multiple vendor responses(Quotes).
vi) Using BuySpeed,the Buyer awards bid to multiple purchase orders using Bid Tabulation
page.
c) Scenario 3—Change Order (PO Addendum)
i) Using BuySpeed, create a change order(PO Addendum)for an existing purchase order
by adding money to an existing line item. Print change order.
d) Scenario 4— PO Cancellation
i) Using BuySpeed, change the status of a purchase order from PO Sent (3PS) to PO
Cancelled(SPCA) and create a change order. Print change order.
-16-
EXHIBIT"Al"
V. Reporting
a) Document Tracking
i) Document Status History
b) Requisition Documents
i) Reporting/Reports— REQ STATUS/Requisition Tracking/Status Report
c) Purchase Order
i) Reporting/Reports— PO—SUM/Purchase Order Summaries (Header and Item Level)
ii) Reporting/Reports— PURCH_HIST/Purchase History
ii!) Reporting/Reports— PO—WORK—S/Workload summary-Purchase Order by Purchaser
with Graphs
VI. Contract Management
a) Document Reminders
i) Tickler Tab
ii) Document Calendar Tab
b) Reports
i) Reporting/Contracts-BLANKLIST/Contract and Blanket Listing with Detail Drill Down
ii) Reporting/Contracts-BLANKETLOGAL/Blanket Log Report (All Blankets)
-17-
EXHIBIT"B"
SPECIAL REQUIREMENTS
2.1 If City makes modifications, interfaces and/or other changes to the Licensed Software
Product and/or documentation, City shall inform Contractor in writing and provide such
information as is necessary to properly maintain the Licensed Software Product and
Documentation. If more than 35% of the programs of the Licensed Software Product are
modified, the maintenance period for that Licensed Software Product shall expire.
3.1 Except for a project kick-off meeting coinciding with onsite software installation and training,
contractor's participation in project meetings may be via conference call.
4.4 Contractor's software defect log, which logs every software support request identified to be
software defect from all supported clients, shall serve to satisfy the City's problem log
requirement. This log shall be available for inspection by City at any time.
4.5 After the successful 30-day period of performance and system acceptance by the City,
software assistance will be provided via telephone.
7.2 Contractor's liability shall not in the aggregate exceed the fees and expenses paid bythe City
to Contractor hereunder.
7,3 The requirements of Section 7.3 for a Performance Bond are hereby waived.
-18-
EXHIBIT "C"
SCHEDULE OF COMPENSATION
The cost of the software products and services necessary to implement these products isas follows:
1. Software Licenses:
1.1 BuySpeed basic and OM Purchasing $12,500
1.2 Contracts Module $ 7,500
1.3 BuySpeed Online-Agency $10,000
1.4 BuySpeed Online-Vendor $20,000
2. APS-DOS to BuySpeed Upgrade $ 0
3. Professional Services
3.1 Two (2) days on-site installation $ 3,000
32 Three (3) days Basic and OM training $ 4,500
3.3 Two (2) days onsite Contracts training $ 3,000
3.4 One (1) day BuySpeed Online Agency training $ 1,500
3.5 One (1) day BuySpeed Online Vendor training $ 1,500
3.6 One (1) day System Administrator's training $ 1,500
Products and Services Subtotal: $65,000
4. Annual Off-Site Support and Maintenance $14,400
5. Allowance for Applicable CA Sales/Use Tax: $ 6,153.50
Total Not-to-Exceed Amount: $85,553.50
Payment Schedule: Partial payments will be made in accordance with the following payment
schedule:
For Products and Services:
Start of Contract/Receipt of Purchase Order 60% $39,000 plus applicable CA
sales/use tax
Completion of on-site installation, training
and verification of system functionality 30% $19,500 plus applicable CA
sales/use tax
Following successful 30-day period of
production and system acceptance 10% $6,500 plus applicable CA
sales/use tax
Invoices: Invoices shall be payable on receipt. Any invoice remaining unpaid for more than 30 days
shall accrue interest from the date of receipt until paid, at a rate equal to the lesser of one and one-
half percent (1.5%) per month or the highest rate allowed by law.
-19-
EXHIBIT"C"
SCHEDULE OF COMPENSATION
For Annual Off-Site Maintenance:
One year of off-site maintenance and support for the software products purchased hereunder is
included in the schedule of compensation for this agreement.
In order to conform the maintenance period to the City's budgeting cycle the commencement date
of the annual maintenance covered by this agreement shall be July 1, 2003. For the off-site
maintenance, the Contractor will invoice the City thirty days prior to the commencement of the
Service Agreement.
If the City elects off-site maintenance and support coverage in future years it shall be provided at the
following rates:
2n' Year $14,400
3ftl Year S14,400
4"1 Year $14,400
5" Year $14,400
-20-
EXHIBIT "Y
SCHEDULE OF PERFORMANCE
Delivery and installation of all software, conversion of data from APS-DOS and training shall
be completed within eight(8)weeks of receipt of Notice to Proceed and Contractor's receipt
of the initial partial payment of software license fees as specified in Exhibit "C".
The City shall make available adequate City resources, including hardware, software,
network availability, connectivity and technical staff time, to Contractor's staff in order to
meet the Schedule of Performance.
All work to be performed hereunder must be coordinated with the City's Contract Officer.
_2t_
MAY-12-2003 MON 10:49 AM WILLIAM GAMMON INS FAX NO, 5124690443 F. 01/01
ACDRD,, CERTIFICATE OF LIABILITY INSURANCE OP ID DAIEIM °DY YY,
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1615 Guadalupe ALTER THE COVERAGE AFFORDED 13Y THE POLICIES BELOW
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DESCRIPTION OF OPCRAI]ONS I LOCATIONS I VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
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CERTIFICATE HOLDER CANCELLATION
CZ1,L'x•PAX, SHOULD ANY OF TILE ABOVE DESCRIBED POLICIES BE CANCELLED CNI'ORC TALE EXPIRATION
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3200 East Tahquitz Canyon Way
,al= Springs CA 92262 REPRESENTATIVES
AU rHORIXED RCPRESBN ATIVC
gCORD 25(2001/0S) (y7 ACORO CORPOR 18108