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5/7/2003 - STAFF REPORTS (11)
DATE: May 7, 20033 TO: City Council FROM: Director of Procurement & Contracting APPROVE CONTRACT BROUGHT BACK FOR FINAL APPROVAL TO UPGRADE DOS BASED PROCUREMENT SOFTWARE TO WINDOWS© RECOMMENDATION: It is recommended that the City Council approve a final contract for upgrading the existing DOS-based procurement software to the current Windows© web-enabled interactive version with Periscope Holdings, Inc. of Austin, TX in the amount of $85,553.50. SUMMARY: On February 19, City Council approved the upgrade of existing procurement software to a new Windows©-based, web-enabled version. At that time, staff indicated that a final contract, in a form approved by the City Attorney,would be brought back to City Council for final approval. A result of considerable work of both staff and the City Attorney's Office,the final contract is attached. BACKGROUND: The City's existing procurement software was supplied by Advanced Procurement Systems (APS). The software was developed at the request of, and with direction and support from, the National Institute of Governmental Purchasing. Periscope Holdings, Inc. is the successor firm to APS. Periscope is the only firm that can upgrade the existing software. The cost of the software, installation and training for new users would total $190,000. Other systems that provide the same features as the upgraded APS software are either cost prohibitive (upwards of$230,000) or require cost-sharing with vendors which has not proven viable for the City and the City's vendor base. The proposed system upgrade will greatly enhance the functionality of the procurement software. Key benefits of the upgraded software include: • online requisitioning for all using departments via a web interface; • the ability to move companion documents electronically; • online status inquiries for submitted requisitions; • direct vendor access to their stored vendor profile, allowing vendor to control changes and to input new or changed data; • online bidding for informal bids • online notification of bidders for formal and construction bids Implementation of this software upgrade, moving from a DOS based unsupported operating system to a Windows© and web-based system capable of interacting with other departments, will add online (internet)functionality to distribute and receive bid documents and will enable management of contractor profiling as mandated by federal and state grant funding programs as well as the State Uniform Cost Accounting Act. Staff strongly recommends approval of the final contract at this time. Approval will assure the software will be implemented in time for the bidding of the Phase II expansion of the Convention Center. As previously approved by City Council, funds are available in the following accounts: $25,000 from account number 1280-54034, Recycling, Procurement Software; $18,000 from airport funds; $42,553.50 in account number 1395-54034, Procurement Software. HAROLD E. GOOD, CPPO NGE Director of Procurement & Contracting �/i= of Information Technology AA/��v — OH RAY D zfor of Community & Economic Development APPROVED: City Manager Attachment: 1 Contract Services Agreement 1 Minute Order REVIEWED BY DEn OF FINANCE CITY OF PALM'SPRINGS CONTRACT SERVICE AGREEMENT FOR SOFTWARE AND SOFTWARE MAINTENANCE THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this - day of , 2003, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "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 include 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 maybe 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 existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown H:\USERS\WPPUBLIC\03rfp\Periscop4ioldingsAgreeement-Final.wpd 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 may be 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 under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to 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. H:\USERS\WPPUBLIC\03rfp\PeriscopeHoldingsAgreeement-Final.wpd qfN -2- 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 Copyright/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 property 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 Contractor which are protected byfede ral 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 reimbursementfor 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 (I ')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 H:\USERS\WPPUBLIC\03rfp\PeriscopeHoldingsAgreeement-Final.wpd I AS invoice. Except as provided in Section 9.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to 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 services for the initial term of the Agreement and as subsequently agreed to by the parties in writing. 4.2 Software Problem Reporting. If problem develops with 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 reportof 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. 4.4 Software Problem Log. 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 H:\USERS\WPPUBLIC\03rfp\PeriscopeHoldingsAgreeement-Final.wpd 191161 any, and incorporated herein by this reference. When requested bythe 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 ForceMaieure. The time period(s)specified in the Schedule of 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 severeweather,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 extend the 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 a substantial inducementfor City to enter 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. 6.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of 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 Aqainst Subcontracting or Assignment. The experience, knowledge,capability and reputation of Contractor,its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express H:\USERS\WPPUBLIC\03rfp\PeriscopeHoldingsAgreeernent-Final.wpd ?/17 -5 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 anyliability 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. 6.4 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 contractorwith only such obligations as are consistent with 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 any joint 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 endorsement form CG2010(1185) or equivalent language. H:\USERS\W PPUBLIC\03rfp\PeriscopeHoldingsAgreeement-Final.wpd 6- (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 employer's 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 orthe 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. 7.2 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 daims or liabilities arising from the sole 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 Wth 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 H:\USERS\WPPUBLIC\03rrp\PeriscopeHoldingsAgreeement-Final.wpd q�q -7- 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; (c) 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 only if issued by companies qualified to do business in California, rated"A" or better in the most recent edition 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 or will 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. H:\USERS\W PPUBLIC\03rfp\PeriscopeHoldingsAgreeement-Final.wpd ) ` 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, specifications, 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 precedent to 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) (i) 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 Gty 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 exist which shall appear to be the basis for a claim of lien, City may Wthhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City H:\USERS\WPPUBLIC\03rfp\PeriscopdHoldingsAgreeement-Final.wpd qft - 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 party 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 thisAgreement,the rights and remediesof the 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 Legal Action. In addition m any otherrightsor remedies, either 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 damages for any 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 Term. 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 anytime,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 H AUSERSMPPU BLIC\03rfp1PeriscopeHoldingsAgreeement-Final.wpd I A ` 11 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-IiabilityofCity 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 em ployee of the City sh all have any financial interest,direct or indirect, in this Agreement nor shall any such officer oremployee 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 Covenant Against Discrimination. Contractorcoven ants 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 performance 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 tothe 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 H:\USERS\WPPUBLIC\03rfp\PeriscopeHoldingsAgreeement-Final.wpd 4?,4-13 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. 11.4 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 shall 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 Authoritv. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) 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) WUSERSOPPU BLIC\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 By: By: City Clerk City Manager APPROVED AS TO FORM: CitCity y wlwd__ CONTRACTOR: Check one:_Individual_Partnership t/Corporation Corporations require two notarized signatures: One signature must be from the Chairman of Board,President,or any Vice President. The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assis nt Treasurer,or Chief Financial Officer). By: `� By: G Notarized Signature of Chairman of Board, Notarized fiignature Secretary, Asst Secretary, President or any Vice`President Treasurer,Asst treasureror Chief Financial Officer Name: pntci� ��)� lZ t - Name:��c YVY �n W`pa�IT�Yf Title: d/E3IOlt", ( ('T �,1 Title: [)CQGI/�iVR ViLQ t'f9S�o�rTG / S2C(0ya.r{I r�_CN�/Y � IJ State of Tk AS 1 State of TPkaS County of Tco:JIS I a s �^ [ County of IPa O6 Iss On"f%q before me, SQhOL1`0 �Ch©�5 On LA/141nz beforeme, 54!2fan GCrlatS personallyappeared personally appeared SDhv� lA/LLI �5 personally known to me (or proved to me m he basis of personally known to me (or proved to me on the basis of satisfactory evldence)to be the person(s)whose name(s)is/are satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the capacity(ies), and that by his/her/their signatue(s) on the instrument the person(s),or theentity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instiument. person(s)acted,executed the instrument. WITNESS my hand and official seal. n7 '• ,,�n WITNESS my hand and official seal. //!� �,0� �j���j� Notary Signature: O. Joaio 1/� a, t-O.VIA Notary Signature:_ �'t -�^�" u� Notary Seal: Notary Seal: ^ �^" "0hr SCHA42O[J A.ECHOES �� ��`/"F``�;n* SGHAFiON A.ECHOES * * Notary Public,State of Texas f/T J No;zry Pu6lie,State of Tmot !N , ItyCetmLE>tPiresus-OS-2t1t13 t`t�rrti�;',�'.yw`�:., M`Camn.6�ires0608�2003 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 be able 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. q),V& -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 low 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,sothat requiredactions 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 other functions, enabling the purchasing staff to customize the BuySpeed system to operate efficiently in 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:Contractor's 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 functionality 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 any time during this 30-day period, the period shall be extended another 30 days, until such time that the software has performed without fail 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 no supported workaround. 9A17 -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 associates class/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 Usercreates 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). iv) 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. hie -16- EXHIBIT "Al" V. Reporting a) Document Tracking 1) Document Status History b) Requisition Documents i) Reporting/Reports — REQ_STATUS/Requisition Tracking/Status Report c) Purchase Order 1) Reporting/Reports—PO_SUM/Purchase Order Summaries (Header and Item Level) ii) Reporting/Reports— PURCH HIST/Purchase History iii) 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 Exceptfora project kick-off meeting coincidingwith 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 wig 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. qAao -18- EXHIBIT "C" SCHEDULE OF COMPENSATION The cost of the software products and services necessary to implement these products is as 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 3.2 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 Wll 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: 2ntl Year $14,400 3rtl Year $14,400 4" Year $14,400 51" Year $14,400 -20- EXHIBIT "D" 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. 6?110\3 -21- MINUTE ORDER NO. APPROVING FINAL CONTRACT FOR UPGRADING THE EXISTING DOS BASED PROCUREMENT SOFTWARE TO THE CURRENT WINDOWS WEB ENABLED INTERACTIVE VERSION FROM PERISCOPE HOLDINGS, INC. OF AUSTIN, TX IN THE AMOUNT OF $85,553.50. I HEREBY CERTIFY that this Minute Order approving final contract for upgrading of the existing Dos based procurement software to the current Windows web enabled interactive version from Periscope Holdings, Inc. of Austin, TX in the amount of $85,553.50, was adopted by the City Council of the City of Palm Springs, California in a meeting thereof held on the 71h of May, 2003. PATRICIA A. SANDERS City Clerk