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HomeMy WebLinkAboutS04-City Administrator - - - CITY OF SAN BERtORDINO - REQUEST OR COUNCIL ACTION -,. Fllflm: Fred Wilson Asst. City Administrator Su~~t: Authorization. for agreement with Creative Computer Solutions, Inc. upgrade of City's business applications system. Dept: Date: May 1, 1991 Synopsis of Previous Council action: 7./22/91 -- Council MIS Ad Hoc Committee recommended Mayor and Council approval of purchase of Dual Host VAX 4000 and DEC 5500 computer system. 3/11/91 -- Mayor and Common Council approval to negotiate for purchase of a Digital Equipment Corporation Dual Host VAX 4000, Model:300 computer system and DEC system 5500 to replace existing Police Records Management, Computer Aided Dispatch and McDonnell Douglas business/financial applications computer systems. R~ommended motion: Adopt resolution. jMJt;",," Contact person: Fred Wilson Phone: 5124 Supporting data attached: yes Ward: $312,225 Amount: $419,925* 107,700. Source: (Acct. No.1 679-103-55486 FUNDING REQUIREMENTS: (hardware) (software) (Acct. Description) Finance: (~ J:)r---- Council Notes: 75-0262 Agenda Item No c I "..I - .. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ~ - o RESOLUTION NO. 0 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING 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. 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 The authorization to execute the above referenced agreement is rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage of this resolution. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the day of , 1991, by the following vote, to wit: / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / 15 16 17 18 19 20 21 22 23 24 25 26 27 28 JIl1 RESOLUTIO~THORIZING AGREEMENT WITH~ATIVE SOLUTIONS,~C. FOR PURCHASE, INSTAL~ON AND CITY'S BUSINESS APPLICATIONS SYSTEM. 1 2 Council Members: AYES NAYS 3 4 5 6 7 8 9 10 11 12 13 ESTRADA REILLY FLORES MAUDSLEY MINOR POPE-LUDLAM MILLER - COMPUTER SUPPORT OF ABSTAIN City Clerk The foregoing resolution is hereby approved this 14 day of , 1991. w. R. HOLCOMB, MAYOR city of San Bernardino Approved as to form and legal content: JAMES F. PENMAN ::ty~ / -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 4!\. .- o o AGRBBMBIl'r POR LICB.SB OF SOF~/RARDWARB SBRVICBS Agreement is made as of the day of , 1991, between CREATIVE COMPUTER SOLUTIONS, INC., (the "Licensor"), having its principal place of business in Fremont, California, and city of San Bernardino (the "Licensee") located at 300 North "D" Street, San Bernardino, California 92418. Licensee agrees to license from Licensor, and by its acceptance of this Agreement, Licensor agrees to furnish to Licensee, on the terms and conditions contained herein, the application software programs and services identified below. APPLICATIONS/SERVICES DESCRIPTION INVESTMENT 1. Unidata operating system would be used $82,700 and purchased through CCS. The City of San Bernardino will be required to sign a Unidata License Agreement. 2. DEC 5500 risc based system or CCS approved system would be used. 3. 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. 4. 5. CCS would be responsible for conversion and testing of CCSLIB software, and the City would be responsible for completion of conversion and testing of the balance of the application software. $ 5,000 6. Travel expenses for above listed services will be charged to the City and will not exceed $5,000. TOTAL LICENSE PRICE Sl02.700 HARDWARE Licensee agrees to purchase from Licensor the hardware listed in 28 Exhibit A at a fixed price of $293,169.10 plus applicable sales tax. It is understood that delivery charges and tranp' insurance will be paid by Digital Equipment Corporation. . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o The work to 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 TBRMS AND COllDITIO)lS 1. TITLE, PAYMENT TERMS AND TAXES 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 1.2.1 Licensee agrees each software identified in accordance with to pay a license fee for application and services this Agreement and in the following schedule: 1.2.2 Licensee agrees to pay a deposit of twenty percent (20%) at the time of execution of this Agreement; and 1.2.3 Licensee agrees to pay seventy (70%) upon initial installation and thirty (30) calendar days of the invoice. percent within date of 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. -2- . . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 ~ 21 ~ ~ 24 ~ 26 27 ~ ~ o o 2. MATTERS TO BE PERFORMED BY LICENSOR 2.1 Licensor agrees to enter into Agreement to train and support the application identified herein. install, software 2.2 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. 2.3 SOFTWARE ACCEPTANCE TESTING. All furnished by Licensor shall Acceptance Testing as follows: 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: software products be subject to (1) The software is capable of running on the DEC 5500 computer system and the latest operating system revision; (2) The software is repetitive basis actual data; and capable of running on a on a variety of City's The documentation for the is in accordance with proposal. 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. (3) Unidata software the Licensor's 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 -3- , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o 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. 3. MATTERS TO BE PERFORMED BY LICENSEE 3.1 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. 3.2 Licensee shall make available to Licensor, on a reasonable basis, appropriate staff for consultation purposes. 3.3 Licensee shall make available to reasonable basis, data necessary for operation of the software including existing master files. Licensor, on a the successful all currently 3.4 Licensee individual individual Licensor. agrees to to become will then identify and assign an the "KEY CONTACT" . This act as the liaison with 4 . WARRANTY 4.1 Software 4.1.1 Licensor either Licensor warrants that all software is owned by Licensor or licensed to 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. -4- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 ~ ~ 24 ~ 26 27 28 .~ o o 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. 4.2 Services: Licensor warrants that all services provided ~ursuant to this Agreem~nt will be performed ~n a workmanlike manner ~n 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 -5- . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 J1 .. ~ OObtain such of competent relief as ma~e determined jurisdiction. by a court 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 arising 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. -6- . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 . J - o o 9. GENERAL 9.1 site Location: The equipment and software will be located at the address listed below: 300 North "0" street San Bernardino, California 92418 9.2 Insurance: Licensor maintains insurance during the period of Licensor's performance under this Agreement as follows: 9.2.1 All coverage required regulation, including, Worker's Compensation. General Liability in the amount of $1,000,000, including property damage in the amount of $500,000. by statute or but not limited to, 9.2.2 9.2.3 If requested by Licensee, Licensor shall provide a Certificate of Insurance evidencing the above coverage. 9.3 Assignment: The rights under this Agreement shall not be assigned by one party without the written consent of the other party. 9.4 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. 9.5 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. 9.6 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 agrees to provide Licensor, software installation, access to computer system during normal business telephone modem with a baud rate of no 2400 baud. prior to Licensor's hours via less than -7- - AGREEMENT PURCHASE, SYSTEM TO ~H CREATIVE COMPUTER SOLUT~NS, INC. FOR THE INSTALLATION AND SUPPORT OF A NETWORKED COMPUTER UPGRADE THE CITY'S BUSINESS APPLICATION SYSTEM. 1 2 3 4 5 6 7 8 9 10 9.9 Headings: The paragraph heading used herein is for convenience of references only and shall in no way be deemed to define, limit or add to any of the provisions hereof. parties hereunto have by their duly day of IN WITNESS WHEREOF the Agreement to be executed representatives this 1991. caused this authorized , Accepted by: CREATIVE COMPUTER SOLUTIONS, INC. Accepted by: CITY OF SAN BERNARDINO Name: Name: Title: Title: 11 Date: Date: 12 13 ATTEST: 14 15 CITY OF SAN BERNARDINO, a Municipal Corporation of the State of California By: W.R. Holcomb, Mayor Rachel Krasney, city Clerk 16 17 18 19 20 21 CONSULTANT: By: CREATIVE COMPUTER SOLUTIONS, INC. Approved as to form and legal content: JAMES F. PENMAN 22 ~~TY~::~~nf" , 23/~ 24 25 26 27 28 -8- SENT ...BY:CCS ,il'."" - o ; 4-16-91 7:33AM; i** 2 --- 4157~11~714 381 3242 . April 15, UI1 ~IJVuE~E~ Me. ShaUJIa Edwin. Ci~y Adaini.~r&tor City ot I&ft "~rdino 300 No~ "I)" 8tnet 8Aft hrnardino, ClA taul-OOOl ael J)idtal Hardware, 8y.t.. 'oftwan , suvS&!! Deal' He. Edwin.: CCI propo... to provide the Di9i~a1 hardwan p1atto~ to a44r... the Bu.ine.. application.. Thi. propoeal ha. been revi."ed with Di9ita1 lquipunt Corporation aDd 18 a OOllpl".fttary ott.r to th.iI' otter to provide the City with aft addiUona1 lUI8. ClAD .y.t.. and a tiber optio network intra.tructur., which l1ftb that .r-t.. with CCS' propeaed new Bu.ine.. syat... CCS will work 010.e1y with Di9ital to ooordinat. the o~ter equipaant aftd network in.tallation eftort. which will b. provided to you d1nctlY by Di9ita1. CCI propeae. to provide the hardware and .uvic.. d.lin.ated above tor the pdo.. AftWlU'ated below. Th. ha1'dwan Aftuae&'.ted in tht. letter (which ourie. a D19i1:a1 lquipaent Co~ration 1i.t prioe ot f411,1131 vi1l ae11 tor a tir. fix-S price ot f2.3,111.10 plua app1 Cab1. .a1.. tax, deUvery chuve. ell tran.it aRrUo.. 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