HomeMy WebLinkAbout1995-015
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RESOLUTION NO. 95- 15
RESOLUTION OF THE CITY OF SAN BERNARDINO
AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH SIERRA
COMPUTER SYSTEM, INC. FOR THE MAINTENANCE of "PERMITS"
SOFTWARE
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION
1.
The Mayor of the City of San
Bernardino is hereby authorized and directed to execute
on behalf of said City the agreement with Sierra Computer
Services, Inc. for the Maintenance of "Permits" Software,
a copy of which is attached hereto marked Attachment "A"
and incorporated herein by reference as fully as though
set forth at length.
SECTION 2 .
The authorization to execute the
above referenced amendment is rescinded if the parties to
the amendment fail to execute it within sixty (60) days
of the passage of this resolution.
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95-15
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RESOLUTION ...AUTHORIZING THE EXECUTION OF AN
AGREEMENT WITH SIERRA COMPUTER SYSTEM, INC. FOR THE
MAINTENANCE OF "PERMITS" SOFTWARE.
I HEREBY CERTIFY that the foregoing resolution was
duly adopted by the Mayor and Common Council of the city
of San Bernardino at an reQular meeting thereof, held on
the 9th day of Januarv, ig~, by the following vote to
wit:
Council Members
AYS
NAYS
ABSTAIN
ABSENT
NEGRETE
CURLIN
HERNANDEZ
x
-X--
OBERHELMAN
DEVLIN
POPE-LUDLAM
MILLER
-1L-
x
-1L-
x
x
The foregoing resolution is hereby
approved this 11th day of Januarv, 1995.
--r-ij(1 ~
, C;?l .//14.-
Tom M~nor, Mayor
City of San Bernardino
j
Approved as to
form and legal content:
JAMES F. PENMAN
City ttorney
g~~
By:
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95- 15
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r':
'PERMITS' 1M UNIX VERSION
AGREEMENT BETWEEN
Sierra Computer Systems, Inc., hereinafter referred to as SCSI, and City of San Bernardino hereinafter referred to as User.
Executed this.LL day of.JLU0995.
User must execute this agreement and return to SCSI by January 20, 1995 to be valid.
RECITALS
Customer
City oC San Ikmardlno
SCSI provides this "SOFIWARE" and licenses its use.
'PERMITS'
Address
MIS
300 North D Street
City/State/Zip
San Ikmardino, CA 91418
Product Name
SCSI Reference
UNIX940IS
Release No.
3.0
No. of Licenses
16
Fee for License
$20.467.11
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN SCSI AND USER
GENERAL CONDITIONS OF 'PERMITS' LICENSE
A1.00. HEADINGS. Headings are for convenience only and
shall not be deemed to be part of this Agreement.
A2.00. MODIFICATION. No modification or variation of
this Agreement shall be valid unless in writing signed by both
parties.
A3.00. SEVERABILITY. If any provision of this Agreement
shall be construed to be illegal or invalid, the legality or validity of
any other provision hereof shall not be affected thereby. Any
illegal or invalid provisions of this Agreement shall be construed
by a court of competent jurisdiction to have the broadest scope
permissible under the law of said jurisdiction, and if no validating
construction is possible, shall be severable, and all other provisions
hereof shall remain in full force and effect.
A4.00. DELAYS.
.01. Neither party shall be liable, in damages or otherwise,
for any delay in the installation and implementation of the
Licensed System or any component thereof or any service to be
rendered by it hereunder, or for failure to give notice of any delay,
when such delay is due to the elements, acts of nature, acts of civil
or military authorities, acts of the other party which are not
provided for in this Agreement and which cause unreasonable
delays in this Agreement by the other party, any delay in
transportation or delay in delivery by its vendors beyond its
reasonable or actual control, or any other causes beyond the
reasonable or actual control of the party. Each party's schedule
of performance shall be extended by a period of time equal to the
time lost because of any such delay, provided written notice has
been given to the other party of such delay and its estimated
duration, within five (5) days of the time the party has actual
knowledge of such delay.
.02. Notwithstanding the foregoing, in every case, the
delay or failure to perform must be beyond the control, and
without the fault or negligence of, the party claiming excusable
delay.
M.OO. PAYMENT.
.01. The payments to SCSI shall be paid in the following
manner:
1. $25,000.00 Upon execution of this Agreement
2. $15,000.00 Upon SCSI successfully loading of the Licensed
System 'PERMITS' and INFORMIX Software.
3. $30,000.00 August I, 1995
4. $10,000.00 October 1, 1995
5. $ 9,048.49 Upon final acceptance by User, which shall not
unduly be withheld or by December 31, 1995. The
final payment for this Agreement shall not exceed
this amount.
.02. User agrees to pay any tax for which it is responsible
hereunder, or which is assessed against User directly, exclusive
however, of taxes based on the income of SCSI. If any such tax is
paid by SCSI, to reimburse SCSI therefore upon receipt by User
of proof of payment acceptable to User.
.03. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the
parties hereto and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal
agreements or implied covenant shan be held to vary the
provisions hereof. Any modification of this Agreement will be
effective only by written execution signed by both User and SCSI.
.04. This License fee does not include installation
services. These services are specified in Exhibit 'A', Installation
SelVices.
A6.00. PATENT AND COPYRIGHT INDEMNITY.
1
USER_SCSl~
ORIGINAL
ATTACHMENT A
.'
,
.01. SCSI agrees to defend, hold harmless and indemnify
User from and against any claim, action,liability, cost or damage
for infringement of any patent, copyright or similar property right
(including, but not limited to, misappropriation of trade secrets)
based on any software or any other materials furnished hereunder
by SCSI. SCSI shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or
compromise, unless otherwise mutually agreed to in writing by the
parties hereto.
A7.00. RElATIONSHIP OF PARTIES.
.01. At all times during the term of this Agreement, SCSI
shall be an independent contractor and shall not be an officer,
agent, or employee of User. User shall have the right to control
SCSI only insofar as the result of SCSI services rendered pursuant
to this Agreement.
.02. Nothing contained in this Agreement shaU be deemed
to create a partnership or joint venture. Neither party shall incur
any debts or make commitments for the other party.
AB.OO. SYSlEM SECURITY AND ACCESS.
.01. Each party acknowledges that all information
concerning the other party is "Confidential and Proprietary
Information". Each party agrees that it will not permit the
duplication, use or disclosure of any such Confidential and
Proprietary Information to any person (other than its own
employee who must have such information for the performance of
obligations under this Agreement), unless authorized in writing by
the other party.
.02 All financial, statistical, personnel, technical, and other
information or data relating to the User, which is designated
confidential by the User but made available to SCSI in order to
cany out this Agreement, will be protected by SCSI from
unauthorized use and disclosure. SCSI shall also observe the same
or equivalent requirements as are applicable to the User with
regard to protecting confidentiality. SCSI will instruct its
personnel to keep such information confidential. SCSI shall not
be required to keep confidential any data or information which is
or becomes publicly available, is already rightfully in SCSI's
possession, is independently developed by SCSI outside the scope
of this Agreement, or is rightfully obtained from third parties.
A9.00. USERS INSTRUCTION.
.01. SCSI shall be responsible for ensuring that its
employees, servants, and agents win, whenever on User's premises,
obey all reasonable instructions and directions issued by User.
.02. Unless otherwise agreed to by the parties, SCSI
personnel, while working on User's premises, shall observe the
working hours, working rules and holiday schedules of User
applicable to such User premises. User agrees to provide
reasonable working space, resources and materials which are
necessary for the peIformance of services under this Agreement,
provided, however, that such working space, resources and/or
materials are agreed upon by User for such services and the use
of any such working space, resources and/or materials is arranged
so as to minimize any disruption to User's normal business
operations.
.03. User shall be responsible for the input of all data into
the computer memol)' and for reconciliation and accuracy of that
1') - IS-
data and for taking such administrative steps necessary to input
that data.
.04. Any (i) modification, change, addition or substitution
to the Licensed System made by User, (ii) any interfacing of the
Licensed System with any other program or programs, or (iii) any
change in the operating environment of the Licensed System may
degrade the peIformance of the Licensed System. User
acknowledges that any such modification, interfacing or change
shall be made at the sole request and expense of User and that
SCSI shall have no responsibility for any consequences thereof.
AIO.OO. SCSI INSTRUCTIONS
.01. SCSI shall be responsible for delivery of the
Licensed Software Source Code to SCSI's escrow account. Source
code for those modules will be made available from the escrow
agent to User if:
a) SCSI ceases to do business or;
b) SCSI becomes insolvent.
In such case, copies of the Software and documentation will be
provided to the User under the terms of this agreement. Source
Code will be made available for a fee equal to the License Fee.
User has unrestricted access to all software it has accepted from
SCSI, but may not transfer source code or documentation to any
other agency, commercial or private business under any
conditions.
AII.OO. APPLICABLE lAW.
.01. This Agreement shall be governed and construed
under the laws of the State of California. Any action to enforce
the provisions of this Agreement shall be filed in a court located
in the County of Tulare, California.
A12.00. SOFIWARE LICENSE.
.01. SCSI grants and User accepts upon the terms and
conditions contained herein, non-exclusive, non-transferable,
perpetual license to unlimited use of "Licensed System" solely for
User's own purposes. The license granted under this Agreement
authorizes User to use the Licensed System in machine readable
form by 16 concurrent users. The Licensed System shall include
in its meaning, documentation and technical information provided
to User in written form for use in connection with the software.
.02. SCSI warrants that it has good title to such system and
that User will have undisturbed use of the system in accordance
with the terms of this Agreement.
.03. User expressly agrees that it will not sell, lease, assign
or in any way transfer, such Licensed System or any rights herein
to any person, partnership, corporation or other entity.
.04. User shaH include and shall not alter, remove or
conceal, any copyright, trade secret or other proprietary notices on
the Licensed System.
.05. Title and ownership to the Licensed System and
Intellectual Property Rights is not hereby nor in any other way
transferred to User. User acknowledges that SCSI retains the
exclusive right to sell, lease, license, assign, or otherwise transfer
the Licensed System (and any module thereof) and that SCSI may
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USER_ SCS(l!:fJ-
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enter into similar or identical conveyances of similar or identical
rights with other SCSI clients.
,06. User may not cause or permit disclosure of, or access
to, the Ucense Software in whole, in part or in any form to any
person, finn, corporation or other entity who or which are not
salaried employees of the User without the expressed prior written
consent of SCSI.
.07. The User acknowledges that the Ucensed System
contains valuable proprietary information and trade secrets and
that unauthorized dissemination of the Product Programs
(including, without limitation, disassembly, decompiling or reverse
engineering) could cause irreparable harm to SCSI.
.08. The User shall not make copies of the Program except
that reserve copies of a magnetically recorded Program that is
delivered on tape or magnetic disk media may be made to protect
against Program destruction for back-up procedures.
.09. The User may copy documentation for its own use
provided that copyright and other proprietary notices on any
copies are made in accordance with SCSI or its supplier's
instructions.
A13.00. WARRANTIES.
.01. SCSI warrants and represents that it has full authority
to enter into this Agreement and to consummate the transaction
contemplated hereby and that this Agreement is not in conflict
with any other Agreement to which SCSI is a party or by which it
may be bound.
.02. SCSI believes the software product to be accurate and
reliable. Much care has been taken in its preparation; however, the
software is provided "as is", without warranty of any kind, either
expressed or implied. In no event, will SCSI be liable to User or
any other party for damages, including lost profits, lost savings or
other incidental or consequential damages arising out of the use
or inability to use the software.
.03. The software provided by SCSI under this Agreement
is warranted to be free from reproducible defects for a period of
ninety (90) days from acceptance. All material and labor to repair
any such defects will be provided free of charge for the full
warranty period.
This warranty is void if:
(a) the program is used in other than its normal customary
manner;
(b) a program has been subjected to misuse;
(c) a program has been subjected to modifications initiated by the
customer without the express prior consent and written approval
01 SCSI.
A14.00. WAIVER.
.01. It is expressly understood and agreed that no waiver
granted by User for any violation of any covenant, term or
condition of this Agreement shall be construed to constitute a
waiver of the same or any further violation without the prior
written approval of the User.
Attest: ~ ~~ ~
City Clerk
95- 15
A15.00. RESOLUTION OF DISPUTES.
.01. It is anticipated that disputes between SCSI and the
User will be resolved between the parties. Disputes or questions
of interpretation may be referred to a committee composed of
representatives from SCSI and the User. The parties agree that
in attempting to resolve disputes they will act promptly, reasonable
and in good faith.
A16.00. NOTICE. All notices, requests demands and other
communication shall be in writing and sent by registered mail,
certified mail or hand delivery, addressed to the party's principal
place of business herein written. Either party may by notice in
writing, direct that future notices or requests, or demands be sent
to a different address. Notices given by mail shall be deemed given
upon deposit in the United States mail. Notices given by hand
delivery shall be deemed given at the time of actual delivery.
SCSI Sierra Computer Systems, Inc.
1731 West Walnut Avenue
Visalia, California 93277
USER City of San Bernardino
MIS
300 North D Street
San Bernardino, CA 92418
User hereby acknowledges that User has read this Agreement,
understands it and agrees to be bound by its terms and conditions.
User further agrees that it is the complete and exclusive
Agreement between User and SCSI relating to the subject matter
of this Ucense. User acknowledges receipt from SCSI of a true
~"'~:? L
,
Typed: Robert Ausherman, President
Sierra Computer Systems, Inc.
1731 West Walnut Avenue
Visalia, California 93277
USER~Qa
By:. / ~ .Ui-~
~: Tom Minor, Mayor
City of San Bernardino
300 North D Street
San Bernardino, CA 92418
Approved as to form and legal content:
JAMES F. PENMAN
City kney
By: ~ t.
(/
{i~
3
USER_SCSlb
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SOFIWARE LICENSE AGREEMENT - INSTALLATION SERVICES
EXHIBIT A
A. SCSI shall provide the following installation services relating
to the Software, up to 310 hours for.
1. Three (3) onsile visits:
a. Install and design review.
b. Training
c. Put 'PERMITS' into production
Travel time 30 hours
Design Review/Assistance 50 hours
2. Development of Permit/Activity Types:
a. Up to 15 activities
b. Additional activities
100 hours
4-6 hours each
3. Conversion Programming:
a. Valid Street Data Base 4 hours
b. Assessor's Data Base 40 hours
One (1) File Fixed Format Input
c. Contractor Data Base 10 hours
d. Permit Histol)' 0 hours
e. Geo.Districts 0 hours
4. Project Management:
a. Telephone/Management
Support
b. Miscellaneous Hours
12houI'S
40 hours
5. Terminal Emulator Support
24 hours
SCSI reserves the right to adjust these hours as needed between
sections 1 through 4.
B. SCSI shall be paid for Installation Services at the prevailing
rate plus reasonable ex:penses, in addition to the Purchase
Price for the Software.
1. Installation Services are estimated at 310 hours for a total
of $21.100.00.
C. SCSI shall be paid for User and Technical Training at User
site.
1. User Training classes shall be for fIVe (5) days at a total
of $5,000.00, held at the users site.
The total estimated expenses are $2,000.00 and shall not
be exceeded except upon prior written consent of User.
Travel Time will be billed portal to portal, at our then
current prevailing rate.
D. SCSI will purchase for User one. Purchase of Scantron Unit
Model 8200, (Installation by Scantron), Onsite Maintenance,
Art Work (one form), 10,000 forms, Shipping, Tax and Sierra
setup of one form not to exceed $8,800.00.
E. Any services required by the User which are not included as
part of the Installation Services described in Paragraphs A
9S-/~-'
through E above, will be provided by SCSI at the following
rates, plus expenses:
Senior Technical/Systems
Manager
$10S.00/Hour or
$840.00 per Day
TechnicallSystems Manager $82.00/Hour or
$656.00 Per Day
Programmer/Analyst
$68.00/Hour or
$544.00 Per Day
Technical Writer
$6O.00/Hour or
$480.00 Per Day
Clerical Support
$30.00/Hour or
$240.00 Per Day
Additional Onsite Training $1000.00 Per Day
F. Purchase of INFORMIX software as described in Exhbit B
below will be $24,948.88.
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USER_SCSIg
95-15
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January 4, 1995
COSTSUNUdARYSHEET
CITY OF SAN BERNADINO, CALIFORNIA
These costs are valid for fourty (40) days
Purchase License for 'PERMITS' '1M
(Quote based on UNIX)
(Sixteen (16) On-line Simultaneous User License)
Plus Applicable Sales Tax and Licenses (7.75%)
INSTALLATION SERVICES AND EXPENSES
310 Hours of Assistance at $68.00 Per Hour
Consulting/Design Review and other services including onsite assistance.
Assistance for creating permit types, fees, inspections, scheduled events,
departmental approvals, etc. Also includes assistance in creation of Detail Site
Data, Valid Street Names, ete. Does include one time automated conversion of
the Assessor's Data Base. This includes building up to 15 Activities on
'PERMITS'. These Activities are for Building, Planning and Code Enforcement.
Training Five (5) Days at User Site
(Up to 8 Attendees)
Estimated Expenses for Assistance and Training
Scantron Unit, Setup, Forms, Maintenance
INFORMIX 'F Class (16 User)
16 User I-ON-LINE (Required)
Basic Support (Required)
16 User I-ESQUC (Required)
Basic Support (Required)
16 User I-SQL (Reportwriter)
Basic Support
Runtime Aloha 2100
$18,502.00'
$2,222.00
$ 1,650.00'
$ 198.00
$ 3.190.00'
$ 396.00
$2,816.00
$23.342.00
($ 2.801.04)
$20,540.96
$ 1.591.92
$22,132.88
(Less 12% Discount)
Plus Applicable Sales Tax and Licenses (7.75%)
Total INFORMIX
SUBTOTAL
Software Maintenance - Per Year
(Starts ninety (90) days after implementation) Prorated First Year.
GRAND TOTAL
NOTES:
'Sierra can offer a 10% discount on the INFORMIX license.
Please validate Terminal Emulators with Sierra
INFORM IX training not included
1731 WEST WALNUT AVENUE, VISALIA, CALIFORNIA 93277
(209) 627-1959 FAX: (209) 627-4906
$18,995.00
$1,472.11
$21,100.00
$5,000.00
$ 2,000.00
$ 8,800.00
$24.948.88
$82,315.99
$ 6.732.50
$89.048.49