HomeMy WebLinkAbout1991-176
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RESOLUTION NO. 91-176
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AN
1 AGREEMENT WITH CREATIVE COMPUTER SOLUTIONS, INC. FOR THE
PURCHASE, INSTALLATION AND SUPPORT OF A NETWORKED COMPUTER
2 SYSTEM RELATED TO THE UPGRADE OF THE CITY'S BUSINESS APPLICATION
SYSTEM.
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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
an agreement with Creative Computer Solutions, Inc. for the
purchase, installation and support of a networked computer
system related to the upgrade of the City's Business Application
System.
SECTION 2.
The authorization to execute the above
referenced agreement is
rescinded if the parties to the
agreement fail to execute it within sixty (60) days of the
passage of this resolution.
15 I HEREBY CERTIFY that the foregoing resolution was duly
16 adopted by the Mayor and Common Council of the city of San
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Bernardino at a reqular meeting thereof, held on the
6th day of Mav 1991, by the
following vote, to wit:
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RESOLUTION AUTHORI"ZING'AGREEMENT WITH CREATIVE CONPUTER
SOLUTIONS, INC. FOR PURCHASE, INS~ALLATION AND SUPPORT OF
CITY'S BUSINESS APPLICATIONS SYSTEM.
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MILLER
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14 day of
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The foregoing resolution is hereby approved this 9th
May
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W. R. HQtCOMB,(MAYOR'
city of San Bernardino
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Approved as to form and
legal content:
20 JAMES F. PENMAN
::ty~
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Res. 91-176
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AGREEMENT
FOR LICENSE OF
SOFTWARE/HARDWARE SERVICES
Agreement is made as of the 14th day of
4 May , 1991, between CREATIVE COMPUTER SOLUTIONS,
INC., (the "Licensor"), having its principal place of business
5 in Fremont, California, and City of San Bernardino (the
"Licensee") located at 300 North "D" Street, San Bernardino,
6 California 92418.
7 Licensee agrees to license from Licensor, and by its
acceptance of this Agreement, Licensor agrees to furnish to
8 Licensee, on the terms and conditions contained herein, the
application software programs and services identified below.
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13 2.
APPLICATIONS/SERVICES DESCRIPTION
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INVESTMENT
Unidata operating system would be used
and purchased through CCS. The City of
San Bernardino will be required to sign
a Unidata License Agreement.
$82,700
DEC 5500 rise based system or CCS
approved system would be used.
CCS and an assigned representative from $10,000
the City would take appropriate software
to Unidata in Denver, Colorado for
approximately one week during which time,
with unidata's assistance, the software
would be converted to run on DEC. All
CCS supplied software will be converted.
Approximately one additional week of $ 5,000
testing and debugging would most likely
be required by CCS.
CCS would be responsible for conversion $ 5,000
and testing of CCSLIB software, and the
city would be responsible for completion
of conversion and testing of the balance
of the application software.
Travel expenses for above listed services
will be charged to the City and will not
exceed $5,000.
TOTAL LICENSE PRICE
$102.700
HARDWARE
Licensee agrees to purchase from Licensor the hardware listed in
Exhibit A at a fixed price of $293,169.10 plus applicable sales
tax. It is understood that delivery charges and transit
insurance will be paid by Digital Equipment Corporation.
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The work tQ be performed under this contract consists of the
design and installation of a Turnkey System. The system shall
consist of office automation subsystem and a city administrative
subsystem as described in Digital's proposals dated 1/30/91, and
1/31/91.
Applicable Taxes Not Shown
STANDARD TERMS AND CONDITIONS
5 1. TITLE, PAYMENT TERMS AND TAXES
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1.1 License: Licensor grants to Licensee a
nonexclusive, nonassignable license to use the
application software identified below solely for
Licensee's own use for its internal data processing
operations and solely on one serialized central
processing unit. The application software which is
licensed hereunder constitutes Licensor's
proprietary information and embodies trade secrets
of Licensor. Title and full ownership, including
any modifications or revisions thereto, shall at
all times remain with Licensor.
1.2 Payment
Licensee agrees
each software
identified in
accordance with
to pay a license fee for
application and services
this Agreement and in
the following schedule:
1.2.1
1.2.2
Licensee agrees to pay
percent (20%) at the
this Agreement; and
a deposit of twenty
time of execution of
1.2.3
Licensee agrees to pay seventy percent
(70%) upon initial installation and within
thirty (30) calendar days of the date of
invoice.
1.2.4
Ten percent (10%) upon final acceptance.
1.3 Creative Computer Solutions acknowledges that the
City of San Bernardino agrees to pay for the
equipment from Digital Equipment Corporation within
thirty (30) calendar days after installation and
acceptance of the system as defined in Digital's
agreement with the City.
1.4 The Licensee agrees to pay CCS any tax on this
Agreement on or measured by the prices herein
however designated or levied whenever CCS must,
itself, pay and/or collect such tax from Licensee
according to the applicable statutes or ordinances
as interpreted by the departmental authorities of
the taxing unit. Where Licensee is exempt from
taxes of any kind, Licensee shall provide Licensor
a Certificate of Exemption within thirty (30) days
of execution of this Agreement.
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2. MATTERS TO BE PERFORMED BY LICENSOR
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2.1
2.2
2.3
Licensor agrees to enter into
train and support the
identified herein.
Agreement to install,
application software
Licensor agrees to make its staff available for
phone consultation regarding warranted software
modules during normal business hours for the thirty
(30) day software warranty period.
SOFTWARE ACCEPTANCE TESTING. All
furnished by Licensor shall
Acceptance Testing as follows:
software products
be subject to
A.
Following delivery and installation of the
software on any system at city's site,
Licensor shall certify in writing to City
that the software is ready for Acceptance
Testing. with Licensor's assistance, city
shall, within thirty (30) calendar days of
receipt of such certification, operate the
software on such system to determine
whether:
(1)
The software is capable of
DEC 5500 computer system
operating system revision;
running on the
and the latest
(2)
The software is
repetitive basis
actual data; and
capable of running on a
on a variety of city's
(3)
The documentation for
is in accordance
proposal.
the Unidata software
with the Licensor's
B.
During the Performance Period of Acceptance
Testing, sixty (60) calendar days of
operational use time with productive or
simulated work will be considered as a
basis for computation of the effectiveness
level.
1.
On the date the software meets these
Acceptance Tests, City shall so notify
Licensor in writing within fifteen (15)
calendar days and the software shall be
deemed to be accepted, and the "term" of
the applicable software warranty shall be
deemed to commence upon such notification.
2.
If the software fails to meet any or all of
the above-specified Acceptance Tests, city
shall forthwith notify Licensor of such
failure in writing and Licensor shall have
fifteen (15) calendar days after receipt of
such notice in which to correct, modify, or
improve the software to cause it to meet
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each such Acceptance Test. Thereafter,
City shall have fifteen (15) additional
calendar days in which to reconduct all of
the Acceptance Tests specified above. This
process shall be repeated as may be
necessary until the software is deemed to
be accepted hereunder; provided however,
that if the software is not accepted
hereunder within ninety (90) days after
Licensor's initial written certification to
City that the software is ready for
Acceptance Testing, City may declare
Licensor in default and give written notice
to that effect.
2.4
Licensor agrees to make its staff and other
resources needed to fulfill the duties
outlined in this agreement available to
begin work within thirty (30) calendar days
of the final acceptance of the hardware by
the city or sooner if an earlier date is
mutually agreed to.
11 3. MATTERS TO BE PERFORMED BY LICENSEE
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3.1
3.2
3.3
3.4
22 4 . WARRANTY
Licensee agrees that its cooperation and assistance
in the implementation of the software is necessary
to maintain the schedule for implementation of the
software and for the successful performance of the
software.
Licensee shall make
reasonable basis,
consultation purposes.
available to Licensor,
appropriate staff
on a
for
Licensee shall make available to Licensor, on a
reasonable basis, data necessary for the successful
operation of the software including all currently
existing master files.
Licensee
individual
individual
Licensor.
identify and assign
the "KEY CONTACT".
act as the liaison
agrees to
to become
will then
an
This
with
4.1 Software
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4.1.1
Licensor warrants that all software is
either owned by Licensor or licensed to
Licensor with the right to sublicense.
4.1. 2
Licensor warrants that the application
software conversion will be free from
defects in material and workmanship and
shall substantially meet Licensor's then
existing documentation for a period of
thirty (30) calendar days from the date
that each application has been installed.
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4.1.3
This warranty will only be valid when the
software is used by Licensee in an
appropriate and reasonable manner
consistent with normal usage and management
of such software. Licensor shall be
required to correct, repair, adjust or
modify the software if such defect in
material or workmanship occurs and is
reported by Licensee in writing within the
appropriate warranty period. Licensor
shall not be responsible or liable for
damage to the software caused by Licensee,
acts of God, the tampering with or
modification of the software by anyone
other than Licensor's employees, or damage
to the software occurring by virtue of
electrical malfunctions.
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4.2 Services: Licensor warrants that all services
provided pursuant to this Agreement will be
performed in a workmanlike manner in accordance
with reasonable commercial standards. This
warranty shall extend for thirty (30) days
following completion of the particular service and
Licensor shall correct all services not so
performed if brought to Licensor's attention in
writing within the warranty period.
4.3 Limitation: The warranties provided in this
section are in lieu of all other warranties express
or implied. There are no warranties which extend
beyond the face hereof, including, but not limited
to, warranties of merchantability and fitness for a
particular purpose.
5. NONDISCLOSURE
5.1 Licensee shall take all reasonable steps to ensure
that all application software, utilities and all
portions and components thereof, in whatever form
and all documentation relating to such software,
are held in confidence by Licensee, its employees
and consultants and are not disclosed or made
available to any third party not licensed by
Licensor without the prior written consent of the
Licensor. Licensee shall instruct in writing all
parties having access to the software of their
obligations under this Article. Licensee agrees
that no copies or duplicates of the software or of
any portion or components thereof, will be made by
Licensee for any purpose whatsoever without the
prior written consent of the Licensor, except for
copies of software as may be necessary for backup
and security storage. Licensee shall not allow
others to remove, disassemble, modify, or in anyway
tamper with the software documentation. In the
event of Licensee's breach of this Article as
determined by Licensor, Licensor shall have the
right to enjoin Licensee from further breach and
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obtain such relief as "may be determined by a court
of competent jurisdiction.
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5.2 Both parties acknowledge that information made
available pursuant to this Agreement is
confidential and proprietary to the other party and
both parties agree to restrict the disclosure of
such confidential and proprietary information to
only those individuals who require the information
to perform pursuant to the terms of this Agreement.
6. EXCUSABLE DELAY
6.1 Neither party shall be liable when delays arise out
of a cause beyond the control and without the fault
or negligence of either party. Such causes may
include, but are not restricted to, acts of God or
the public enemy, government action or failure to
act, fires, floods, earthquakes, epidemics,
quarantine restrictions, strikes, freight
embargoes, wars, civil disturbances, work stoppage,
power failures, laws, regulations, ordinances, acts
or unusually severe weather.
6.2 Licensor's delays caused by the delays of
subcontractors of Licensor shall be deemed
excusable if the subcontractor's delay is beyond
the control and without the fault or negligence of
the subcontractor as described in this Article.
6.3 The party who has been affected by an excusable
delay shall immediately give notice to the other
party of such circumstances.
7. LIMITATION OF LIABILITY
Licensor shall not be liable to Licensee or any other
person for any claim or damages arlslng directly or
indirectly from the furnishing of equipment, software or
services provided hereunder or from any other cause,
except for claims arising from the negligence of
Licensor, Licensor's employees, agents or
subcontractors. This liability of Licensor for
negligence shall in no event exceed the total price of
the item of equipment, software module, or particular
service which is the subject of the claim. In no event
shall Licensor be liable for indirect, incidental,
special or consequential damages of any kind arising out
of the existence, furnishing, functioning, or the use of
the equipment, software or services provided hereunder
even if Licensor has been advised of the possibility of
such damages.
8. DOCUMENTATION
Licensor shall provide Licensee documentation to support
the operations of the equipment and software. Licensor
grants Licensee the right to duplicate such
documentation for its internal use only.
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9. GENERAL.
9.1 site Location: The equipment and software will be
located at the address listed below:
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9.2
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300 North "0" street
San Bernardino, California 92418
Licensor maintains insurance during the
Licensor's performance under this
follows:
Insurance:
period of
Agreement as
9.2.1
All coverage required by
regulation, including, but not
Worker's Compensation.
statute or
limited to,
9.2.2
General Liability in the
$1,000,000, including property
the amount of $500,000.
amount of
damage in
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If requested by Licensee, Licensor shall
provide a certificate of Insurance
evidencing the above coverage.
Assignment: The rights under this Agreement shall
not be assigned by one party without the written
consent of the other party.
Choice of Law: This Agreement shall comply with
applicable federal and state law and shall be
governed by the laws of the State of California.
Complete Agreement: This Agreement constitutes the
entire agreement between the parties and can only
be modified by an instrument in writing and signed
by a duly authorized representative of each party.
Severability: If any provision of this Agreement
shall be held to be invalid, illegal or
unenforceable, the validity, legality and
enforceability of the remaining provisions shall
not in anyway be affected or impaired.
9.7 Waivers: Any waivers by either party of a breach
of any provision to this Agreement shall not
operate as, or be construed to be, a waiver of any
other provision of this Agreement. The failure of
a party to insist upon strict adherence to any term
of this Agreement on one or more occasions shall
not be considered a waiver or deprive that party of
the right thereafter to insist upon strict
adherence to that term or any other term of this
Agreement.
9.8
Licensee
software
computer
telephone
2400 baud.
agrees to provide Licensor,
installation, access to
system during normal business
modem with a baud rate of no
prior to
Licensor's
hours via
less than
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AGREEME~T WITH CREATIVE COMPUTER SOLUTIONS FOR LICENSE OF
SOFTWARE/HARDW~RE SERVICES.
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Headings: The paragraph heading used herein
convenience of references only and shall in
be deemed to define, limit or add to any
provisions hereof.
is for
no way
of the
9.9
caused this
authorized
IN WITNESS WHEREOF the
Agreement to be executed
representatives this
1991.
parties hereunto have
by their ~Wl~~"
day of
7 Accepted by:
Accepted by:
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INC.
CITY OF SAN BERNAR
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N ante-;///~/ /" /- <'
CREATIVE ~ PUTERtS9fUTIONS,
Name: /~C< c( C&1lA....-
A~~'71 D", .c--r
.5' /13/q I
,
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Title:Mayor of the' City of San
.P.~rnardino
Date: MA, 14 1991
Title:
Date:
13 ATTEST:
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Q---uu.-i- r;"0~
Racbel Krasney, city Clerk
CONSULTANllT'
~H
By:tt. '-"-
CREAT
INC.
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Approved as to form
and legal content:
JAMES
CITY
F. PENMAN
TTORNEY
(t,.~,? ? ,;l,1.-'"--><-,,,
BY:
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1,~'l!i'''T'' " '
I. "~~NT ~Y:CC5 I"C
4-16-91 7:33AM;
415791~711~714 381 3242'
a
:1:* 2
~~; " Res. 91-176
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April 15, ltn
CREATlVECOMpuTER
SDLUTID_.
M.~ Shauna Edwin.
Ci~y Admini.~rator
City of SUe IH'nardino
300 North "DIt- Stn.t:
Su I.rnardift~, CA 12411-0001
R.I DiC'lit:al. Hardware., Sy.tea Sottw.n , S.rvice.
Dear Ma. Bdwin.1
ccs'propo... to provi4e t:h. Di9i~.1 hardwne platfona to
.ddr....th. Bu.in...,applic.tiona. Thi. propo.a1 h.. bean
review.4 with. Divital lquipllent CorporaUon an4 b a
complem.ntary off.r to t:heb ottar ~o provi4a t:h. ei~y vit:h
an additionel- 1UI8 " CAD .Y.~" aZl4. fUler optic natwork
intra.tructura, Which l1hb t:hat .y.ta with ecs' propo.ad
n.w Bu.ln...,Sy.t....
ees will work clo..1y with Di9ital ~o coordinat.. the c~u~.r
equipment. and n.twork in.tallation aftort. Which will b.
provided to you direct.ly by D191tal..
ees p1'Opo.a. to provide the hardvara and .arvic.. dalin.at.d
above tor t:he pric.. anuaerat.d below.
Th. hardw.ra anUllarateeS in t:hie lett.r (Which cauie. a
Divit.l Equipment. Corporation li.t price of $418,813) vill
..11 for. tl~ fixed price of $2'3,161.10 p1u. applicabl.
.al..tax, d.livar,y cbarv.. an4 traneit inauranc..
In.t.llation will be ~i4ed by Di9it.a1 within the .eope of
i1:8 coaplaantary pZ'Opo.al to t:he City.
ITIII
HT.lMBq HODIL NOMUR m
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