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HomeMy WebLinkAbout07/01/1997, 5 - APPROVAL OF CONTRACT(S) AND IMPLEMENTATION OF THE PUBLIC SAFETY CAD-RMS COMPUTER SYSTEMS PROJECT council July 1 1997 j acEnaa uEpont CITY OF SAN LUIS O B I S P O FROM: James M.Gardiner,Chief of olice/�)t14 Prepared By: Barton$Topham,Cap SUBJECT: APPROVAL OF CONTRACT(S)AND IMPLEMENTATION OF TBE PUBLIC SAFETY CAD-RMS COMPUTER SYSTEMS PROJECT CAO RECOADd ENDATION Approve and authorize the Mayor to execute contracts with Spillman Data Systems, The Warner Group, Simplex Time Recorder, and attendant implementation costs as listed, and authorize the City Administrative Officer to approve necessary contract amendments, as needed, up to the approved project budget. DISCUSSION Background In December 1995, Council approved the development of a new Public Safety Computer-Aided Dispatch, Records Management System (CAD-RMS). The Request for Proposals was finalized in February 1996. After detailed review and follow-up, finalists were selected in June 1996 from the five bidders. Bids ranged from $717,341 (Spillman Data Systems) to $1,543,118 (Tiburon Systems). After further review of the two finalists (HTE - $765,732 and Spillman Data Systems - $717,341 the project management team and the City's consultant,The Warner Group,recommended the selection of Spillman Data Systems contingent upon successful negotiations. Based on expected refinements to the proposal from Spillman Data Systems, the estimated system acquisition cost was$600,000. This exceeded the system acquisition budget of$280,000 by$320,000. In order to proceed with the project, in August of 1996, Council approved deferring Finance,Records Management and Public Access improvements, and transferring the funding for these projects ($173,000) to the Public Safety System The Council also approved using the one-time "COPS" funding from the State ($97,000) for this project. Recognizing that additional funding beyond this might be required, the Council authorized staff to proceed with fact-finding and contract negotiations with Spillman Data Systems. As discussed more fully under Fscal Impact, the recommended project is within the existing budget resources. Contract Negotiations Proposed contract negotiations have now been completed and staff recommends Council approve the attached contract with Spillman Data Systems and the attendant third party vendors, integral to completion and implementation. These include project implementation assistance from The Warner S-/ Council Agenda Report-Public Safety CAD-RMS Project Page 2 Group, who has assisted with the design, RFP and negotiation phases, at a cost of time and materials not to exceed $31,100. This figure is based on an hourly rate and minimum per diem to provide services including design review analysis and technical expertise as needed. This amount is a reduced recommendation from the$48,720 proposed in The Warner Group report/proposal of July 29, 1996. One aspect of implementation requires that various pieces of equipment be linked with the server and dispatch console in such a way as to insure that each uses and reflects the same time for data input. This takes on added importance for risk management issues as it relates to calls-for-service. This process is called time synchronization. Spillman Data Systems bid $23,500 for this phase using a third party vendor. The project management team contacted other vendors and found that Simplex Time Recorder could provide these services for $13,000. Both the City and Spillman Data Systems were able to find only two companies in California able to provide this expertise. Staff recommends that the proposal from Simplex Time Recorder for$13,000 be approved as part of the implementation phase. A final aspect of the project includes document imaging/management at a cost of$43,000. However, while staff is including this in the total project cost, it is recommended that the expenditure not be made at this time. In the 1997-99 Financial Plan, the Council approved developing a City-wide records managemerrt/document imaging system. Staff recommends that the funds be set aside at this time to be used as the Public Safety portion of this City-wide project. GLS The City uses information that consists of GIS maps and data in an ArcJInfo format. This data comprises the core for a number of the City's databases and GIS computer programs for the Fire Department, the Community Development Department, and the Utilities Department. The Police Department will also use this information to build and maintain the Spillman System's Geobase files. FISCAL EM PACT As reflected by the following summary,the project is within budget. Cost Summary Spillman Data Systems: Hardware /HP 9000 104,800 Software 133,200 Installation and Project ement 101,300 Training 44,800 Sales Tax 17,300 Warner GroupProject Implementation Assistance 31 100 Dispatch Work Stations 15,000 Interface with State Information Network C.L.E.T.S. 171000 Data Conversion Costs 6,0 Time Synchronization Costs 13,000 Contin en /Future Imaging Costs 79,000 Total 562,500 15-4 Council Agenda Report-Public Safety CAD-RMS Project Page 3 Project Funding Summary Project Budget 614 100 Funds Committed to Date 51,600 Balance Remaining 562,500 Implementation Schedule Milestones • Contract execution July 1997 • Hardware installation/configuration Aug-Sept 1997 • Data entry standards/conversion Aug-Sept 1997 • Software installation/programming Sept-Oct 1997 • Taming Oct-Nov 1997 • Acceptance testing Dec 1997 • Startup Jan 1998 ATTACHMENTS • Spillman Data Systems contract • The Warner Group agreement • Simplex Time Recorder agreement ON FU E IN THE COUNCIL OFFICE • Spillman Data Systems detail contract including Exhibits A-J • CAD-RMS proposal evaluation s'-3 L L INFORMATIONSYSTEMAND SOFTWARE LICENSE CONTRACT BETWEEN THE CITY OF SAN LUIS OBISPO L AND SPILLMAN DATA SYSTEMS,INC. LThis INFORMATION SYSTEM AND SOFTWARE LICENSE CONTRACT, (hereinafter r referred to as the "Agreement's is made and entered into as of the Effective Date (as stated L in Section 3, Term of the Agreement) by and between the CITY OF SAN LUIS OBISPO, a public entity organized under the laws of the State of California (hereinafter referred to as the "CITY"), located at 990 Palm Street, San Luis Obispo, California 93401 and Spillman Data Systems, Inc., a corporation organized under the laws of the State of Utah (hereinafter referred to as the"CONTRACTOR") located at 810 South 100 West, Logan,Utah 84321. In consideration of the promises and of the mutual covenants and agreements hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the CITY agrees to purchase, and the CONTRACTOR agrees to license and/or sell and furnish, the following described goods and services (hereinafter collectively referred to as the"SYSTEM"). Composition of Agreement This Agreement is composed of the general terms and conditions contained in the following sections,together with the listed Exhibits. General Contract Provisions Sections 1-18 ' System Delivery Sections 19-24 Acceptance Sections 25-29 Exhibit A Software License Provisions Exhibit B Scope of Work Exhibit C Hardware, Software and Services Exhibit D Pricing Summary Exhibit E Payment Schedule Exhibit F Computer Hardware Maintenance Agreement and Manufacturer Pass- Through Provisions Exhibit G Computer Software Support Agreement(including Appendix A) Exhibit H Project Schedule and Personnel Exhibit I Preliminary and Final Acceptance Tests Exhibit J Correspondence SLU-�%VM S� TERMS AND CONDITIONS GENERAL CONTRACT PROVISIONS I. Definitions. As used in this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below: 1.1 CONTRACTOR APPLICATION SOFTWARE or CONTRACTOR'S SOFTWARE APPLICATION shall mean all or any portion of the CONTRACTOR'S computer software programs as listed in Exhibit B, whether m machine readable or printed form including any corrections or updates thereto and all associated documentation. 1.2 CONTRACTOR APPLICATION SOFTWARE MODULE shall be a subset of the CONTRACTOR'S APPLICATION SOFTWARE program(s) that performs as a logical functional unit of the application(s). 1.3 CONTRACTOR CUSTOM SOFTWARE or CONTRACTOR CUSTOM APPLICATION SOFTWARE refers to any of the CONTRACTOR'S written code, modules or applications that are customized, modified or developed specifically for the CITY under the terms of this Agreement. 1.4 SOURCE CODE refers to the original code from which the final object (machine language or final) code of the computer software programs, as listed in Exhibit B, is derived. 1.5 THIRD PARTY APPLICATION SOFTWARE or THIRD PARTY SOFTWARE APPLICATIONS refers to any software product that is purchased or licensed from any source external to the CONTRACTOR(i.e., distributor, re- seller, personal computer software supplier or system software supplier) and re- sold or licensed to the CITY under the terms of this Agreement. 1.6 OEM HARDWARE and/or MANUFACTURER SUPPLIED SOFTWARE refers to hardware or software products that are purchased or licensed from the original hardware and/or software manufacturer(s) by the CONTRACTOR and re-sold or licensed to the CITY under the terms of this Agreement. 1.7 NON-OEM HARDWARE refers to hardware products obtained by the CONTRACTOR from any third party hardware supplier, re-seller, dealer or distributor and re-sold to the CITY under the terms of this Agreement. 1.8 SYSTEM refers to the collective whole of all computer hardware and software installed under the terms of this Agreement and as defined in Sections 1.1-1.7 above. s.0 0"A_WM J 1.9 FINAL ACCEPTANCE shall be defined as that date in which 1) all hardware, software and system components purchased under the terms of this Agreement " have been successfully installed, tested and accepted by the CITY; 2) all software modifications have been successfully completed, tested, and accepted _ by the CITY; 3) all user documentation provided to the CITY is verified to be complete and current with the systems installed; 4) all user and systems management training has been completed; 5) all tasks, sub-tasks, or components thereof that relate either directly or indirectly to this Agreement have been completed by the CONTRACTOR; and, 6) that date upon which the CITY executes a FINAL ACCEPTANCE document which states that all terms and conditions of this Agreement have been successfully completed by the CONTRACTOR. For purposes of this Section, the terms "tested and accepted" shall mean tested and accepted in accordance with the testing and acceptance criteria as described in this Agreement and in ars(± Exhibit I of this Agreement. 2. Headings. All headings used throughout this Agreement are for reference purposes _ only and shall not be considered a substantive part of the agreement between the parties. _ 3. Term of Agreement. The Effective Date of this Agreement shall be , 19____, and shall continue through completion and final acceptance by the CITY of the entire scope of the contract, or the completion of the software warranty period (13 months from date of Spillman application Software installation), whichever comes last. 4. Services of CONTRACTOR 4.1 Scope of Work, Pricing and Schedule of Performance. CONTRACTOR shall provide the services described in this Agreement and as summarized in Exhibit A ("Scope of Work'). The Scope of Work includes by reference and by addendum 1) the CITY'S Request for Proposal document dated March 1996; 2) the CONTRACTOR's response to the CITY's Request for Proposal (dated April 25, 1996); 3) the Contractor's formal response document to .the questions prepared and submitted to the Contractor for clarification as identified in Exhibit -1- 4) all terms and conditions as outlined in this Agreement; and 5) the Functional Specifications Document as described in Exhibit B, 2.0. In the event any discrepancy exists between one or more of the afore-mentioned documents, the Order of Precedence shall be used to determine the resolution of the discrepancy unless both parties mutually agree in writing to an alternative decision. The Order of Precedence for these documents shall be as follows: s.0 oaatiarnn -3- 1) This Agreement and the detail design document when completed and mutually agreed to by both parties and added as an addendum to this Agreement. 2) Correspondence as identified in Exhibitf. 3) Contractor's RFP Response Document dated April 25, 1996. - 4) Request for Proposal dated March 1996. CONTRACTOR shall be compensated in accordance with the terms of Exhibit C hereto (Pricing). CONTRACTOR shall commence and complete the services described in the Scope of Work within the time period shown on Exhibit H hereto (Project Schedule). Additional provisions may be added to the Scope of Work by Addendum to this Agreement by mutual agreement. Time is of the essence in the performance of the Agreement. It is expressly understood that the experience, knowledge, capability, and reputation of the - CONTRACTOR'S principal(s) were a substantial inducement for the CITY to enter into the Agreement Therefore, the CONTRACTOR shall not subcontract or assign this Agreement or any portion thereof without the prior written consent of the CITY. CONTRACTOR warrants that all services shall be performed in a competent and satisfactory manner in accordance with Professional Standards prevalent in the industry, and all materials shall be of good quality, fit for the purpose intended. CITY shall have the right to order extra work or alter or deduct from said work No such change shall be effective unless the CONTRACTOR receives a written order approved by the CITY that adjusts the pricing and/or time to perform this Agreement. Said adjustments are subject to the written approval of the CONTRACTOR. 4.2 License, Permits, Fees, and Assessments. CONTRACTOR shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law to perform the services hereunder. CONTRACTOR shall have the sole obligation to pay, and shall indemnify, defend and hold harmless the CITY against 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. 4.3 CONTRACTOR Representation. CONTRACTOR warrants it 1) fully understands the facilities, difficulties, and restrictions attending performance of the services; and 2) has investigated the site and is fully acquainted with the conditions there existing, prior to commencement of services hereunder. a.u-ow&WM ,5'-7 L L.. L CONTRACTOR shall immediately inform the CITY of any conditions materially affecting performance of the work and shall not proceed except at CONTRACTOR'S risk until written instructions are received from the CITY. L4.4 Performance. CONTRACTOR agrees to perform all work as defined in this L Agreement within the time specified. If CONTRACTOR fails to perform as required, the CITY has the right to take appropriate action, including but not limited to: 1) meeting with the CONTRACTOR to review the quality of the work and resolve matters of concern; 2) requiring the CONTRACTOR to repeat Lthe work at no additional fee until it is satisfactory; 3) suspending the delivery of work to CONTRACTOR for an indefinite time; 4) withholding payment; and 5) r terminating the Agreement as hereinafter set forth. Notwithstanding the provisions contained in this Section 4.4, the cure period as described in Section 17.1 shall apply. f L 4.5 Independent CONTRACTOR CONTRACTOR is and shall remain at all times as to the CITY a wholly independent CONTRACTOR. CONTRACTOR shall not at any time or in any manner represent that it, or any of its agents or employees, are agents or employees of the CITY. 5. Legality and Severability. This Agreement and the parties' actions under this Agreement shall comply with all applicable federal, state and local laws, rules, regulations, court orders, and governmental agency orders. The terms of this Agreement shall not be construed for or against either party by reason of the authorship of the Agreement. If a provision of this Agreement is terminated or held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall be in no way be affected or impaired thereby. 6. 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. 7. Taxes. The purchase price for the SYSTEM under this Agreement is inclusive of all local, state and federal sales taxes. 8. Payment Terms. Upon completion of each deliverable as identified in the Project _ Schedule set forth in Exhibit H, the CONTRACTOR will notify the CITY of the completion of that deliverable with a request for payment as set forth in Exhibit E, Payment Schedule. Upon receipt of the CONTRACTOR's notification and request for payment, the CITY will review the deliverable provided by the CONTRACTOR. If sw_04&1,.WFD -S- said deliverable is determined by the CITY to be acceptable under the terms and conditions of this Agreement, the CITY shall, within 30 days of that date, execute payment according to the Payment Schedule, Exhibit E. In the event the CITY determines the deliverable to be NOT acceptable, the provisions of Section 17 shall apply. 9. Liquidated Damages. CONTRACTOR shall pay to the CITY liquidated damages in the amount of $250.00 per day for,each day late on the delivery of any significant tasks or milestones, solely under the control of the CONTRACTOR, as identified in the Project Schedule. The Project Schedule shall be finalized no later than ninety (90) days after the execution of this Agreement. 10. Nondiscrimination. Unless exempt under the rules and regulations of the Secretary of Labor or other proper authority, this Agreement is subject to all applicable ' executive, federal, state and municipal regulations, laws, orders, or ordinances relating to equal opportunity and nondiscrimination in employment. CONTRACTOR expressly agrees not to discriminate in its employment practices against any person by reason of race,religion, color, age, sex or national origin and agrees to comply with the provisions of such laws and orders, as well as laws and orders relating to the ._ employment of the handicapped, the employment of veterans, or the employment of women and minority business enterprises. 11. Liability; Insurance. The CONTRACTOR will indemnify, defend and hold the CITY harmless from claims, liabilities, and causes of action asserted against CITY for bodily injury to or death of any persons employed by CITY, or for damage to or destruction of CITY'S property arising out of and solely attributable to negligent acts or negligent omissions of the Contractor which caused such injury, damage or death. The CONTRACTOR agrees to procure and thereafter maintain during the course of the agreement, at the CONTRACTOR'S expense, a comprehensive general liability and auto policy from a responsible company, written on an occurrence basis and naming CITY, its officers, agents,and employees as additional insureds. Limits of the policy shall not be less than $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the CITY, its officers, agents and employees; or the contractor shall provide a financial guarantee satisfactory to the CITY guaranteeing payment of losses and related investigations, claims administration a.0 o4w.weo -6- and defense expenses. The insurance purchase shall cover all risks rising directly or indirectly out of the CONTRACTOR's performance of the Work, subject to normal policy terms and conditions, and shall protect the CITY, its officers, agents, and employees against any such claims of any kind or nature whatsoever. CONTRACTOR shall provide a certificate of coverage and amendatory endorsements for the above insurance requirements. All certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, including _. endorsements effecting coverage required by these specifications at any time. The CONTRACTOR shall hold the CITY, its officers, agents, and employees harmless from any and all liability for damages arising out of use of any patented material, equipment, device or process incorporated into or made a part of or required by the manufacturer's specifications to be used on or in connection with the system purchased by the CONTRACTOR pursuant to this Contract, and the CONTRACTOR agrees to defend the CITY, its officers, agents, and employees, at the CONTRACTOR's sole expense, in any action or suit for damages or injunctive relief on account of any allegedly unauthorized use of any such patented material, equipment, device or process, if the CITY, its officers, agents, or employees are named as a defendant in any such action or suit. 12. Workers' Compensation Coverage. The CONTRACTOR will maintain workers' compensation coverage for all subject workers employed by the Contractor as required by law. The CONTRACTOR will provide the CITY with a Certificate of Workers' Compensation coverage or other reasonably suitable evidence of coverage. 13. Assignment. The CONTRACTOR SHALL NOT assign, sublet, or transfer any interest in this Agreement or the Software Support and Maintenance Agreement (Exhibit G) without the prior written consent of the CITY, which consent shall be at the sole discretion of the CITY. 14. Warranties. 14.1 Warranty of Title. CONTRACTOR warrants that it holds title and/or copyright to all CONTRACTOR APPLICATION SOFTWARE and its associated MODULES licensed and delivered pursuant to this Agreement. 14.2 CONTRACTOR APPLICATION SOFTWARE Warranty. CONTRACTOR warrants that each CONTRACTOR APPLICATION SOFTWARE MODULE and all CONTRACTOR APPLICATION SOFTWARE products provided under this Agreement will perform free of software defects. This Warranty shall commence upon the installation of any CONTRACTOR APPLICATION SOFTWARE MODULE and shall continue for a period of 13 months. oob�wen —7 In the event of a defect that is covered by the foregoing warranty and which occurs during the applicable period stated above, the CONTRACTOR, at its option will either repair or replace the item of Software that contains the defect. 14.3 OEM HARDWARE and MANUFACTURER-SUPPLIED SOFTWARE, NON-OEM HARDWARE and THIRD PARTY SOFTWARE Warranty. CONTRACTOR warrants at the time of SYSTEM Acceptance that all individual components of the SYSTEM and the SYSTEM as an integrated unit, (with the exception of any wiring or equipment provided directly by the CITY) will function as proposed by the CONTRACTOR free of defects and with uninterrupted compatibility. This includes, but is not limited to, all OEM _ HARDWARE, MANUFACTURER-SUPPLIED SOFTWARE, NON-OEM HARDWARE and THIRD PARTY SOFTWARE provided as part of this ' Agreement. CONTRACTOR shall pass through to the CITY all warranties provided to CONTRACTOR by all suppliers providing components for this Computer SYSTEM. - 15. Patent and Copyright Indemnity. CONTRACTOR agrees to defend, at its expense, any suits against the CITY based upon a claim that any item of Software famished under this Agreement directly infringes a patent or copyright and to pay any and all costs and damages (including attorney's fees) finally awarded in any such suit. 16. Delivery, Title and Risk of Loss. Title to Products (other than software) will pass to the CITY upon delivery of equipment. CONTRACTOR shall bear the responsibility for all risks of physical loss or damage to the Product until such Product is delivered to the "Ship to" address, except to the extent such damage is caused by the CITY. To retain the benefit of this clause, the CITY shall promptly notify CONTRACTOR of any loss or damage upon receipt of any or all items of Product and cooperate in the processing of any claims made by CONTRACTOR. 17. Termination. 17.1 Cure Period. In the event any provisions of this Agreement are violated by either party,the grieved party shall serve written notice upon the violating party identifying the violation. Upon receipt of notice,the violating party shall have a period not to exceed 30 calendar days to cure the violation. In the event the violating party has not remedied the violation at the end of the thirty (30) day cure period, the grieved party may either 1) request a written plan from the violating party which defines a specific course of action for correction of the violation, or 2) serve written notice upon the violating party of intent to terminate, and seek legal remedies for breach of Agreement as allowed hereunder. The grieved party reserves the sole and exclusive right to determine which course of action is selected. SLG 0"&WM L r L L17.2 Failed Correction of Breach. In the event the violating party has been notified of breach of contract and fails to correct said breach under the terms and Lconditions of Section 17.1, the grieved party reserves the right to terminate this Agreement without notice and pursue any and all legal remedies including the costs of enforcing the terms of this agreement. L 17.3 Applicable Laws and Jurisdiction. The provisions of this Contract shall be construed in accordance with the laws of California and any provision of this Contract in conflict therewith is void. The parties agree to submit to the jurisdiction of the courts of San Luis Obispo County, California, for enforcement of this Contract. 17.4 Retention of Funds. CONTRACTOR hereby authorizes CITY, after adequate - written notification to the CONTRACTOR, to deduct from any amount payable to the CONTRACTOR (arising out of this Agreement) any amounts the _ payment of which may be in dispute hereunder or which are necessary to compensate the CITY for any claims, losses, costs, liabilities, or damages — suffered by the CITY, and all amounts for which the CITY may be liable to _. third parties, by reason of CONTRACTOR'S acts or omissions in performing or failing to perform CONTRACTOR'S obligations under the Agreement. The failure of the CITY to exercise such right to deduct or withhold shall not affect the obligations of the CONTRACTOR to insure and indemnify the CITY as elsewhere provided herein, or act as a waiver of the CONTRACTOR'S — obligation to pay the CITY any sums the CONTRACTOR owes the CITY, or to otherwise perform under this agreement. 17.5 Termination by CITY. The CITY reserves the right to terminate this - Agreement at any time, with or without cause, upon written notice to CONTRACTOR. Upon receipt of any notice of termination, the CONTRACTOR shall immediately cease all services hereunder. If terminated by the CITY without cause CONTRACTOR shall be entitled to compensation for all services rendered prior to receipt of the CITY's notice of termination and for any services authorized in writing by the CITY thereafter. 17.6 Attorney's Fees. If either party to this Agreement is required to initiate or _ defend, or is made a party to, any action or proceeding in any way connected with this Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted shall be entitled to reasonable attorney's fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, and all other necessary costs the court allows which are incurred in such litigation uU-O"A-VMD -9- 18. Miscellaneous Provisions. 18.1 Records and Reports. Upon request by the CITY, the CONTRACTOR shall prepare and submit to the CITY any reasonable reports concerning - CONTRACTOR'S performance of the services rendered under this Agreement. 18.2 Non-liability of CITY Officers and Employees. No officer, official, employee, agent, representative, or volunteer of the CITY shall be personally liable to the CONTRACTOR, or any successor in interest, in the event of any default or breach by the CITY, or for any amount which may become due to the CONTRACTOR or its successor, or for breach of any obligation of the terms of _ the Agreement. 18.3 Force Majeure. The time period specified in this Agreement for performance of services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the CITY or 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 delaying party shall within ten (10) working days of the commencement of such delay notify the other party in writing of the causes of the delay. In no event shall the CONTRACTOR be entitled to recover damages against the CITY for any delay in the performance of this Agreement,however caused. 18.4 Corporate Authority. The person(s) executing this Agreement on behalf of the parties hereto warrant that 1)they are duly authorized to execute and deliver this Agreement on behalf of said party, 2) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and 3) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. SYSTEM DELIVERY 19. CONTRACTOR Responsibilities. CONTRACTOR will be responsible for a variety of products and services as defined in the Scope of Work document (Exhibit A) including, but not limited to: project management services, ordering of hardware and software, testing and verification of the wiring installed by the CITY; installation services, training and support services. Further, the responsibilities of the CONTRACTOR in this area shall include,but are not limited to: 19.1 Appoint Project Manager. CONTRACTOR will appoint a Project Manager that will have the authority to make significant decisions relevant to the project 4.0 046AWPD -10- r L L fand have direct access to CONTRACTOR'S management for resolving L problems beyond the Project Manager's immediate authority. At all times during the Agreement, the Project Manager shall be reasonably accessible to the CITY. 19.2 Conduct Detailed System Review. Upon execution of this Agreement by both . parties, the CONTRACTOR will schedule (at a mutually convenient time) a Pre-Implementation Meeting with the appropriate CITY and CONTRACTOR - personnel, to include the CITY's Project Manager, Applications Managers, and any appropriate individuals from the CITY departments or agencies, in order to review the scope of the project and identify any outstanding issues that must be completed prior to project initiation. During the Pre-Implementation Meeting and other project review meeting(s), CITY and CONTRACTOR representatives will work together to develop a detailed Functional Specification Document (FSD) for each custom software module, based on the CONTRACTOR's original design specifications for providing contract estimate figures. CONTRACTOR will document the FSD and submit to the CITY for review and response. 19.3 Execution of Changes. When both parties have mutually agreed upon the scope of changes and details for the CONTRACTOR'S custom software, performance of the work as noted in this Agreement and the subsequent documentation will commence. 19.4 Ordering of hardware components and schedule installation as appropriate. Hardware will not be ordered until after the Pre-Implementation Meeting unless the CITY agrees in writing to order the equipment (pursuant to the payment terms listed in Exhibit D) at the time of execution of this Agreement. Any price increases experienced by the CONTRACTOR from hardware suppliers and third p:rty resellers, shall be the responsibility of the CONTRACTOR. Any price decreases shall be passed on to the CITY. The hardware shall be installed pursuant to the terms and conditions of this Agreement and in accordance with the timelines and scope as outlined in the Scope of Work document(Exhibit B). - CONTRACTOR understands that the CITY has relied upon the expertise of CONTRACTOR in the determination of the hardware configuration and components to effectively address the terms and conditions of this Agreement. As such, CONTRACTOR assumes full responsibility to insure that all required components are included in the proposed configuration which has been accepted by the CITY. Any components that are 1) deemed mutually missing from the configuration and are required to effectively operate CONTRACTOR'S APPLICATION SOFTWARE , or 2) deemed incompatible or otherwise unsuited for use by the CITY for the purposes stated herein, shall be replaced by SLU_0"&V1 D -II- r ' the CONTRACTOR at no additional charge to the CITY within 10 days of receipt of written notice. 19.5 Test and certify CITY installed wiring. CONTRACTOR shall be responsible — for the testing and certification of the wiring installed by the CITY. _. CONTRACTOR shall certify that the wiring has been installed properly and functions as required. In the event future problems are determined to be caused — by the wiring or equipment installed by the CITY, repair shall the CITY'S responsibility. 19.6 Install and test APPLICATION SOFTWARE. APPLICATION SOFTWARE will be installed pursuant to the terms and conditions of this Agreement and in accordance with the timelines and scope as outlined in the Scope of Work document(Exhibit B). 19.7 Training and Support Services. CONTRACTOR will provide training and support services pursuant to the terms and conditions of this Agreement and in accordance with the timelines and scope as outlined in the Scope of Work - document(Exhibit B). 20. CITY'S Responsibilities. The CITY shall provide access to facilities for installation - of the SYSTEM, and agrees to appoint a Project Manager who shall be responsible for review, analysis and acceptance of CONTRACTOR'S performance and the coordination of the CITY personnel, equipment, vehicles and facilities. The CITY'S - Project Manager shall be empowered to make decisions with the authority to bind the CITY with respect to the work being performed under this Agreement. The Project _ Manager shall also have direct access to the CITY'S top management at all times for purposes of problem resolution. In addition to the above-mentioned Project Manager, the CITY shall assign one Applications Manager for each major CONTRACTOR APPLICATION SOFTWARE MODULE provided under this Agreement Responsibilities of the CITY shall include: 20.1 Wire Installation. Install all necessary wiring as required by the CONTRACTOR for the installation of the equipment provided under the terms of this Agreement 20.2 Manage the Installation. Have responsibility for managing the installation of the SYSTEM on behalf of the CITY, learning and using the SYSTEM. 20.3 Provide Review Services. Review and provide input into the development of detailed functional documentation and Scope of Work Document and respond to each document within 15 working days of receipt; sou oa6A.wen -I2- V /Soo� L L 20.4 Provide Project-Related Information as Required by the CONTRACTOR Provide day-to-day information and data concerning the CITY'S operations and activities. If the CITY'S response is inadequate or the request is major in scope, then CONTRACTOR shall make a written request specifying the desired response time, and the CITY'S Project Manager shall provide written response within that time, if reasonable, or specify when such response shall be forthcoming; -. 20.5 Manage the Change Order Process. Advise CONTRACTOR of any changes in the CITY's requirements and initiate change orders as specified in Section 26, titled Change Orders; 20.6 Coordinate Resources as Required. Provide personnel for file editing, table building, obtaining source documents and other necessary tasks in a timely manner, and for maintaining the CITY-owned equipment; 20.7 Provide Computer Time and Supplies. Provide and make available all necessary computer time and supplies required for SYSTEM operation and maintenance; 20.8 Perform Backups as Required. Perform backup functions on an ongoing basis as specified in SYSTEM Documentation; 20.9 Provide communication line(s) for external sources. Provide all communication line(s) required for use with the CONTRACTOR'S software interfaces and support modem. 21. Documentation. CONTRACTOR shall provide one hard copy printout of all application software documentation (copyrighted) and provide the files in Acrobat Reader Format. The CITY shall have the non-exclusive, non-retractable right to copy the documentation for internal purposes only. 22. Delivery. The SYSTEM required under this Agreement shall be delivered and installed according to the Project Schedule (Exhibit H) which may be modified by Addendum to this Agreement. 23. Data Conversion. A data conversion plan shall be presented to the CITY, as scheduled in Exhibit H, Project Schedule and shall be pre-approved by the CITY before conversion efforts begin. CONTRACTOR shall not be responsible for conversion of"bad" data (data incorrectly entered by operators into incorrect fields, misspelled words, etc.). CONTRACTOR shall complete all data conversion as scheduled in Exhibit H and with minimal interruption of services for the San Luis Obispo Police and Fire Departments. SLU 046AWPD -13- 60Vb 24. Change Orders. CITY shall have authority to require change orders in accordance - with local government regulations. If additions or changes to the terms, products or services supplied under this Agreement are required, the price for such additional products or services shall be the fair value of the products or services involved. All such changes shall be mutually agreed upon by the parties and shall be incorporated as a written Amendment to this Agreement, and duly executed by authorized representatives of both parties. All such Amendments shall be bound by the terms of this Agreement,except where specifically modified by the Amendment. ACCEPTANCE 25. Acceptance.Testing 25.1 Hardware - Preliminary Acceptance Testing. CITY will authorize all hardware configurations prior to the CONTRACTOR placing orders with vendors. CONTRACTOR will demonstrate proper hardware operation to the CITY for all equipment provided by the CONTRACTOR. HP's successful installation of the UNIX server will serve as demonstration of the server's proper operation. A Preliminary Acceptance Approval Form will be signed by the CITY when the equipment is accepted as operational. CONTRACTOR shall hot stage all hardware components provided by CONTRACTOR. The CITY shall test and install all personal computers and workstations in the department other than those which are to be provided by CONTRACTOR. Upon installation of all workstations and system components, CONTRACTOR shall conduct testing to verify all hardware components provided by the CONTRACTOR are functioning properly and in accordance with the manufacturer's system documentation. On the date CONTRACTOR has determined that said hardware is functioning properly and without error or malfunction, CONTRACTOR shall notify the CITY in writing that the hardware, network and all components installed by the CONTRACTOR have been successfully installed. Within 10 days of receipt of notice, the CITY will conduct a thirty day Preliminary Acceptance test, according to the Preliminary Acceptance Test procedures prepared mutually by the CONTRACTOR and the CITY. In the event the hardware (or components thereof) fail the preliminary acceptance test, the CITY shall immediately notify the CONTRACTOR in writing, explaining the reason for test failure. The thirty day preliminary acceptance test period will be suspended until the problem is resolved. Upon correction of the problem, the thirty day preliminary acceptance test period will resume until the test period has concluded. Upon successful completion of the Preliminary Acceptance Test, the CITY will execute a Preliminary Acceptance Approval Form indicating that the hardware has been accepted pending FINAL ACCEPTANCE as defined in Section 1.9. Upon execution of the Preliminary Acceptance Approval Form,the APPLICATION SOFTWARE MODULES may be scheduled for installation. SLU 046A.WPD -14- Sa L L L 25.2 APPLICATION SOFTWARE MODULES - Preliminary Acceptance Testing. After installing each APPLICATION SOFTWARE MODULE or upon completion of user testing, and at a time mutually agreed upon by the parties, the CITY will conduct a thirty day preliminary acceptance test, Laccording to the preliminary acceptance test procedures prepared mutually by the CONTRACTOR and the CITY. In the event the SOFTWARE r APPLICATION (or MODULE) fails the preliminary acceptance test, the CITY L shall immediately notify the CONTRACTOR in writing, explaining the reason for test failure. The thirty day preliminary acceptance test period will be L suspended until the problem is resolved. Upon correction of the problem, the thirty day preliminary acceptance test period will resume until the test period has concluded. Upon execution of the Preliminary Acceptance Approval Form ( for the last APPLICATION SOFTWARE MODULE, the system may be L prepared and scheduled for System-wide FINAL ACCEPTANCE testing. 25.3 System-wide FINAL ACCEPTANCE Testing. Upon completion of all user and system manager training, and at a time mutually agreed upon by the parties, the CITY will conduct a sixty day FINAL ACCEPTANCE test, according to the FINAL ACCEPTANCE test procedures prepared mutually by CONTRACTOR and the CITY. In the event any component of the SYSTEM fails the FINAL ACCEPTANCE test, the CITY shall immediately notify the CONTRACTOR in writing, explaining the reason for test failure. The sixty day FINAL ACCEPTANCE test period will be suspended until the problem has been corrected. Upon correction, the sixty day FINAL ACCEPTANCE test period will resume. Upon successful completion of the FINAL ACCEPTANCE test period in which the system operates in conformance with the Warranties and Provisions as contained herein, the CITY shall execute a FINAL ACCEPTANCE form representiag the SYSTEM has been successfully installed and accepted by the CITY. Final Acceptance will not be unreasonably withheld. 26. Covenant Against Contingent Fees. CONTRACTOR warrants that no person or ... selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, brokerage, or contingent fee, excepting as bona fide employees or bona fide established commercial or selling _ . agencies maintained by CONTRACTOR for the purpose of securing business. For breach of violation of this warranty, the CITY shall have the right to terminate this Agreement in accordance with the termination clause, and at its sole discretion, to deduct from the agreement price or consideration, or otherwise recover the full amount for such commission,percentage or contingent fee. 27. Notices. All notices required to be delivered under the Agreement or under applicable law shall be personally delivered, or delivered by United States mail, certified, or by 5"'-°6""'° - �f/0 L L reputable document delivery service such as Federal Express. Notices personally L delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second calendar day following dispatch. Notices to be delivered to the CITY shall be directed to: — City of San Luis Obispo Police Department 1042 Walnut Street Box 1328 San Luis Obispo, California 93406-1328 _. Attention: Captain Bart Topham. Notices to be delivered to the CONTRACTOR shall be sent to the address provided for CONTRACTOR listed below CONTRACTOR'S signature on this Agreement. _ Changes in the address to be used for receipt of notices shall be effected in accordance with this paragraph. 28. Integration; Amendment. This Agreement supersedes and cancels any and all previous negotiation, arrangements, and understanding, if any, whether oral or written, 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. 29. Miscellaneous. Any additional or supplementary provisions to this Agreement, or modifications or alterations of this Agreement, shall be attached by Addendum and duly executed by authorized representatives of both parties. In the event of any discrepancy or disagreement between the terms provided in the Addendum and the other terms of this Agreement,the terms provided in the Addendum shall prevail. IN WITNESS WHEREOF, the CITY and CONTRACTOR have caused this Agreement to be executed by their duly authorized officers as of the date set forth below. CITY OF SAN LUIS OBISPO CONTRACTOR By. By: (Authorized Signature) (Auth(/ize Si ature) Name: Name: Title: Title: P Date: Date: s/Z7/9f7 By: SLU-°46"WP° -16- S i L L L (Authorized Signature) Name: L. Title: LDate: L By: (Authorized Signature) LName: Title: LDate: L By. (Authorized Signature) Name: Title: Date: By: (Authorized Signature) Name: Title: Date: SLI 066A.WPD -17- ,r-o20 AGREEMENT THIS AGRIEAdENT is made and entered into in the City of San Luis Obispo on this day of . 1997, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation,hereinafter referred to as City,and THE WARNER GROUP,hereinafter referred to as Consultant WITNESSETH: WHEREAS,on June 17, 1997,the City Council approved project implementation,Phase III,of the Public Safety CAD-RMS Computer System Project,and WHEREAS,pursuant to said project, Consultant submitted a proposal dated July 29, 1996,for each phase of the project,and WHEREAS,Consultant has advised on Phases I and II of said project,and WHEREAS,City has modified said proposal for implementation services, NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained,the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date of this Agreement is made and entered, as first written above,until acceptance or completion of said services or the"not to exceed"amount is reached 2. CONSULTANT'S OBLIGATIONS. For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Consultant agrees with City to attend monthly project status meetings as needed, provide technical expertise and objective analysis as needed,and to review vendor reports monthly as requested. 3. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay and Consultant shall receive therefore compensation on a time and materials basis not to exceed $31,100.00. 4. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the City Administrative Officer. 5. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference,shall constitute the complete agreement between the parties hereto. J o� Agreement-The Warner Group Page 2 No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shalt be of any force or effect, nor shall any such oral agreement,undemanding or representation be binding upon the parties hereto. 6. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo,CA 93401 Consultant The Warner Group 5950 Canoga Avenue,Suite 600 Woodland Hills,CA 91367 7. AUTHORITY TO EXECUTE AGREEMENT. Both City and Consultant do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF,the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation Bonnie Gawfy City Clerk By. Allen K Settle,Mayor APPROVED AS TO FORM. CONSULTANT By. ty Jeff ens The Warner Group AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day Of 1997, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and SIMPLEX TIME RECORDER CO., hereinafter referred to as Contractor. WITNESSETH: WHEREAS,on April 30, 1997,City invited bids for a Time Synchronization System per City guidelines. WHEREAS, pursuant to said request, Contractor submitted a bid which was accepted by City for said project NOW.THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained,the parties hereto agree as follows: 1. TERM The term of this Agreement shall be from the date of this Agreement is made and entered, as first written above,until acceptance or completion of said project 2. INCORPORATION BY REFERENCE. Contractor's bid dated May 30, 1997, is hereby incorporated in and made a part of this Agreement 3. CITY'S OBLIGATIONS. For providing project as specified in this Agreement, City will pay and Contractor shall receive therefor compensation in a total sum not to exceed$13,000.00. 4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to do everything required by this Agreement and the said bid. 5. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Administrative Officer of the City. 6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference,shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement,understanding, or representation be binding upon the parties hereto. �-�23 Agreement-Simple=Time Recorder Co. Page 2 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor Simplex Time Recorder Co. 1555 Doolittle Drive,Suite 140 San Leandro,CA 94577 9. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF,the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation By: City Clerk Bonnie Gawf Mayor Allen K. Settle APPROVED AS TO FORM: CONTRACTOR N By: ty ori} J Jo assn Simpler Timc Recorder Co.