HomeMy WebLinkAboutCC Resolution 10828 (Purchase Financial Cash Receipt Hardware)RESOLUTION NO. 10828
A RESOLUTION AUTHORIZING PURCHASE OF FINANCIAL
CASH RECEIPT HARDWARE, SOFTWARE AND SERVICES
FROM QUADRANT SYSTEMS INCORPORATED (QSI)
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:
The CITY MANAGER and CITY CLERK are authorized to execute, on behalf of
the City of San Rafael, an agreement with
Quadrant Svstems Incorporated for cash receipt hardware, software and services
a copy of which is hereby attached and by this reference made a part hereof.
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the
foregoing resolution was duly and regularly introduced and adopted at a reaular meeting
of the City Council of said City held on Mondav the 7th day of May, 20 01, by the following
vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Miller, Phillips and Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Heller
JEANNE M. LEONCINI, City Clerk
WAManagement services- WorkFile\Finance- WorkFile\Council Material\Resolutiom2001\quadrant reso.doc
AGREEMENT
FOR: COMPUTER SYSTEM SOFTWARE LICENSE AND USE AGREEMENT
This Agreement is made and entered into this 7th of May, 2001, by and between the
CITY OF SAN RAFAEL (hereinafter "CITY"), and Quadrant Systems, Incorporated hereinafter
"CONTRACTOR").
1. PROJECT COORDINATION
A. CITY. The City Manager shall be the representative of the CITY for all
purposes under this Agreement. The Assistant City Manager, Ken Nordhoff, is hereby
designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall
supervise all aspects of the progress and execution of this Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and execution of this Agreement for
CONTRACTOR. Candace Neff is hereby designated as the PROJECT DIRECTOR for
CONTRACTOR. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall
notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR
CONTRACTOR shall perform the duties and/or provide services as described in
Exhibits " QSI-A " and "QSI-B" and attached and incorporated herein.
3. DUTIES OF CITY
CITY shall cooperate with CONTRACTOR in his performance under this
agreement and shall compensate CONTRACTOR as provided herein.
4. COMPENSATION
For the full performance of the services described herein by CONTRACTOR, CITY
shall pay CONTRACTOR an amount NOT to exceed $18,000, including the cost of local
business license taxes as described in Section 20. CONTRACTOR shall invoice the CITY
following the completion of initial hardware and software installation and training services to be
provided by CONTRACTOR under this agreement. CITY agrees to pay for invoices within 30
days, subject to software and hardware functioning properly in CITY's environment. Invoices for
continuing annual support services (as identified in Exhibit QSI-B) will be submitted by the
CONTRACTOR approximately 30 days prior to the expiration of the existing support services
term and will be paid within 30 days of receipt.
5. TERM OF AGREEMENT
The term of this Agreement is identified in Exhibit "QSI-A".
6. TERMINATION
A. Discretionary. Either party may terminate this Agreement without cause
upon thirty (30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon ten (10)
days written notice mailed or personally delivered to the other party, and the notified party's
failure to cure or correct the cause of the termination notice, to the reasonable satisfaction of the
party giving such notice, within thirty (30) days of the receipt of said notice.
C. Effect of Termination. Upon receipt of notice of termination, neither party
shall incur additional obligations under any provision of this Agreement without the prior written
consent of the other.
D. Return of Documents. Upon termination, any and all CITY documents or
materials provided to CONTRACTOR and any and all of CONTRACTOR's documents
described in paragraph 7 below, shall be delivered to CITY as soon as possible, but not later
than thirty (30) days after termination.
7. OWNERSHIP OF DOCUMENTS
The written documents and materials prepared by the CONTRACTOR in
connection with the performance of its duties under this Agreement, shall be the sole property of
CITY. CITY may use said property for any purpose, including projects not contemplated by this
Agreement.
8. INSPECTION AND AUDIT
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its
agent, for inspection and audit, all documents directly related to CONTRACTOR'S performance
of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in
any such audit or inspection.
9. ASSIGNABILITY
The parties agree that they shall not assign or transfer any interest in this
Agreement nor the performance of any of their respective obligations hereunder, without the
prior written consent of the other party, and any attempt to so assign this Agreement or any
rights, duties or obligations arising hereunder shall be void and of no effect.
10. INSURANCE
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A. During the term of this Agreement, CONTRACTOR shall maintain, at no
expense to CITY, the following insurance policies:
1. A comprehensive general liability insurance policy in the minimum
amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal
injury, or property damage;
2. An automobile liability (owned, non -owned, and hired vehicles)
insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence.
B. The insurance coverage required of the CONTRACTOR by section 11. A.,
shall also meet the following requirements:
1. The insurance shall be primary with respect to any insurance or
coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any
contribution;
2. Except for professional liability insurance, the insurance policies shall
be endorsed for contractual liability and personal injury;
3. CONTRACTOR shall provide to PROJECT MANAGER, (a)
Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific
endorsements naming CITY, and other entities in the Franchisors' Group, their officers, agents,
employees and volunteers as additional insureds under the policies;
4. The insurance policies shall provide that the insurance carrier shall
not cancel, terminate or otherwise modify the terms and conditions of said insurance policies
except upon thirty (30) days written notice to CITY's PROJECT MANAGER;
5. If the insurance is written on a Claims Made Form, then, following
termination of this Agreement, said insurance coverage shall survive for a period of not less than
five years;
6. The insurance policies shall provide for a retroactive date of
placement coinciding with the effective date of this Agreement;
7. PROJECT MANAGER and the City Attorney shall approve the
insurance as to form and sufficiency.
C. If it employs any person, CONTRACTOR shall maintain worker's
compensation and employer's liability insurance, as required by the State Labor Code and other
applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY
against all liability for injuries to CONTRACTOR's officers and employees.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance
policies must be declared to and approved by the PROJECT MANAGER and the City Attorney.
3
At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced
or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing
payment of losses and related investigations, claims administration, attorney's fees and defense
expenses.
11. INDEMNIFICATION
CONTRACTOR shall indemnify, release, defend and hold harmless CITY, their
officers, agents, employees and volunteers, against any claim, demand, suit, judgment, loss,
liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in
whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or
CONTRACTOR's officers, agents and employees in the performance of their duties and
obligations under this Agreement.
12. NONDISCRIMINATION
CONTRACTOR shall not discriminate, in any way, against any person on the basis
of age, sex, race, color, religion, ancestry, national origin or disability in connection with or
related to the performance of its duties and obligations under this Agreement.
13. COMPLIANCE WITH ALL LAWS
CONTRACTOR shall observe and comply with all applicable federal, state and
local laws, ordinances, codes and regulations, in the performance of its duties and obligations
under this Agreement. CONTRACTOR shall perform all services under this Agreement in
accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release,
defend, indemnify and hold harmless CITY, agents and employees from any and all damages,
liabilities, penalties, fines and all other consequences from any noncompliance or violation of any
laws, ordinances, codes or regulations.
14. NO THIRD PARTY BENEFICIARIES
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to
create in any third party, any benefit or right owed by one party, under the terms and conditions
of this Agreement, to the other party.
15. NOTICES
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by personal
delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the
parties intended to be notified. Notice shall be deemed given as of the date of personal delivery,
or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be
given as follows:
N
TO CITY: Mr. Ken Nordhoff, Assistant City Manager
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael CA 94915-1560
E-mail - ken.nordhoff@ci.san-rafael.ca.us
TO CONTRACTOR: Ms. Candace Neff, Vice President
Quadrant Systems Incorporated (QSI)
21214 143' Ave SE
Kent, WA 98042
E-mail - candance@quadrant-systems.com
16. INDEPENDENT CONTRACTOR,
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its
officers, agents and employees shall act in the capacity of an Independent Contractor, and not
as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status
of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and
not that of an employee of CITY.
17. ENTIRE AGREEMENT — AMENDMENTS
A. The terms and conditions of this Agreement, all exhibits attached, and all
documents expressly incorporated by reference, represent the entire Agreement of the parties
with respect to the subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral
or written, regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the
subject matter of this Agreement, shall be valid or binding, except by way of a written
amendment to this Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified
except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement,
and the terms and conditions of the attached exhibits or the documents expressly incorporated
by reference, the terms and conditions of this Agreement shall control.
18. WAIVERS
The waiver by either party of any breach or violation of any term, covenant or
condition of this Agreement, or of any ordinance law or regulation, shall not be deemed to be a
5
waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent
breach or violation of the same or other term, covenant, condition, ordinance, law or regulation.
The subsequent acceptance by either party of any fee, performance, or other consideration
which may become due or owing under this Agreement, shall not be deemed to be a waiver of
any preceding breach or violation by the other party of any term, condition, covenant of this
Agreement or any applicable law, ordinance or regulation.
19. COSTS AND ATTORNEY'S FEES
The prevailing party in any action brought to enforce the terms and conditions of
this Agreement, or arising out of the performance of this Agreement, may recover its reasonable
costs (including claims administration) and attorney's fees expended in connection with such
action.
20. CITY BUSINESS LICENSE/OTHER TAXES
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a
CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay
any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer
identification number is 91-13371371 and CONTRACTOR certifies under penalty of perjury that
said taxpayer identification number is correct.
21. APPLICABLE LAW
The laws of the State of California shall govern this Agreement.
0
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
City Manager
ATTEST:
C JClerk
APPROVED AS TO FORM:
CONTRACTOR
By:�
Arr—
Name: jei�
TitleA/j /' ,-- /&--5 f j0euT
City Attorney
WAManagement services- WorkFile\Finance- WorkFileWgreement and Contracts\Professional Contracts\2001\quadrant
agreement.doc
EXHIBIT QSI-A
Software License Agreement for the
Quadrant Systems Receipt Accounting System
The Quadrant Systems Receipt Accounting System software and associated documentation, (the
SYSTEM), is provided to Citv of San Rafael (the CUSTOMER), by Quadrant Systems
Incorporated (QSI), under the terms of this license agreement (AGREEMENT).
This license covers only the SYSTEM and expressly does not include hardware that is used in
conjunction with the SYSTEM nor does it cover any other services which QSI may provide in
conjunction with installation of said SYSTEM at the CUSTOMER's offices or facilities. Such
hardware includes the computer(s) upon which the SYSTEM operates, the disk operating system
software and its associated utilities (generally referred to as "DOS"), cash drawers, printers,
cables, and such other hardware components as are required to properly utilize the SYSTEM.
In consideration for payment of a license fee QSI grants, and CUSTOMER hereby accepts, as
evidenced by the CUSTOMER's installation and utilization of the SYSTEM, a nonexclusive
license to use the SYSTEM and associated documentation, or any part thereof, subject to the
following conditions:
1. LICENSE
a. The license granted to CUSTOMER authorizes CUSTOMER to use the SYSTEM
on 1 computer system(s), located at the Management Services Department.
Finance Division and such other locations as may be under the legitimate
administrative or operational control of the CUSTOMER.
b. Payment of a license fee is required for each computer on which CUSTOMER
uses the SYSTEM. Said fees are identified in Exhibit QSI-C, which is made a
part of this Software License Agreement.
C. Payment of the license fee does not include a license for the CUSTOMER for the
source code for the SYSTEM, which is maintained by QSI in its own offices.
2. TERM
a. The AGREEMENT is effective from the earlier of either the date the
CUSTOMER signs this AGREEMENT or the date the SYSTEM is installed on
the CUSTOMERS computer system and shall remain in force until terminated.
b. CUSTOMER may terminate the AGREEMENT at any time by destroying (or
returning to QSI) the SYSTEM, including its documentation, together with all
copies of the SYSTEM made or received by CUSTOMER. Any copies of the
SYSTEM installed on the CUSTOMER's computer hardware shall be
permanently deleted or removed from said hardware.
C. The CUSTOMER's right to use the SYSTEM will terminate if CUSTOMER fails
to comply with any of the terms or conditions of the AGREEMENT.
d. Termination of the AGREEMENT, for whatever reason, does not entitle the
CUSTOMER to a refund of any fees paid to QSI except as mutually agreed to
prior to such termination.
SOFTWARE LICENSE AGREEMENT PAGE 1
[RECEIPT ACCOUNTING SYSTEM]
3. RESTRICTIONS AGAINST TRANSFER
a. This SYSTEM may not be assigned, sublicensed, or otherwise transferred by
CUSTOMER to another party without the express written permission of QSI. QSI
agrees not to withhold such permission on the condition that the new licensee
agrees to be bound by all the terms and conditions of this AGREEMENT, or such
new agreement as may be mutually agreed to between QSI and the new licensee.
b. Upon such transfer, the CUSTOMER agrees to destroy (or return to QSI) any
copies of the SYSTEM, in any form, whether machine-readable or not, which are
not transferred to the new licensee.
4. RESTRICTIONS AGAINST COPYING THE SYSTEM
a. The SYSTEM is entitled to protection under the Copyright Laws. The SYSTEM
is copyrighted and may not be further copied, without the prior written approval of
QSI, except as allowed under the terms of this agreement.
The CUSTOMER may make copies of the SYSTEM for backup purposes.
Ownership of all copies of the SYSTEM is retained by QSI.
1. A complete copyright notice must be affixed to the backup copies. Pre-
printed labels will be provided to CUSTOMER by QSI for this purpose.
2. Adequate procedural steps must be taken to insure that backup copies of
the SYSTEM are prevented from being used on a computer other than the
primary computer[s] for which the SYSTEM is licensed under this
AGREEMENT, as defined above.
3. Adequate steps must be taken to insure that any backup copies of the
SYSTEM are not transferred to another party in violation of the
restrictions identified in section 3, above.
b. Unauthorized copying or use of the SYSTEM violates this AGREEMENT and
constitutes a violation of US Copyright Law for which CUSTOMER could be
liable in a civil or criminal suit. CUSTOMER may not use, transfer, modify, copy
or otherwise reproduce the SYSTEM, or any part of the SYSTEM, including its
documentation, except as expressly permitted in this AGREEMENT.
5. LIMITED WARRANTY
a. QSI warrants the SYSTEM to be free of defects in materials and workmanship
under normal use for 90 days following delivery of the system to the
CUSTOMER. If the SYSTEM is found to be defective QSI will repair or replace
such defective SYSTEM, or portion thereof, free of charge during the warranty
period.
b. QSI shall have no obligation to replace the SYSTEM based on claims of defects
in the nature of or operation of the SYSTEM.
C. The SYSTEM is warranted to perform in substantial compliance with the
documentation provided by QSI, except that, from time to time, QSI may make
changes or improvements in the operation of the SYSTEM which may cause
deviation in the actual operation of the SYSTEM from said documentation.
SOFTWARE LICENSE AGREEMENT PAGE 2
[RECEIPT ACCOUNTING SYSTEM]
EXHIBIT QSI-A
If the CUSTOMER has arranged for maintenance services for the SYSTEM, QSI
will provide updated versions of the SYSTEM and/or its documentation reflecting
such changes.
d. QSI does not warrant that the SYSTEM will meet all of the CUSTOMER's
requirements nor that operation of the program will be uninterrupted or error free.
QSI shall not be liable for any direct, indirect, incidental, special or consequential
damages, whether arising out of the use or inability to use the SYSTEM.
e. No QSI sales personnel or other representative of any party involved in marketing
or distribution of the SYSTEM is authorized to make any warranties or claims
with respect to the SYSTEM beyond those contained in this AGREEMENT.
6. GENERAL
a. If any provision in this AGREEMENT is determined to be invalid under any
applicable statute or rule of law, it shall be deemed omitted and the remaining
provisions shall continue in full force and effect.
7. HOLD HARMLESS AND INDEMNIFICATION -SOFTWARE
In the event of a claim that the System constitutes an infringement of a copyright or patent,
QSI shall hold harmless and indemnify CUSTOMER and its officers, employees and agents
from every claim or demand resulting therefrom. QSI shall, at its own cost, risk and
expenses, defend any claim on behalf of CUSTOMER and its officers, employees and
agents and satisfy any judgment rendered against any of them, provided Customer promptly
notifies Vendor of such claim and Vendor may then be responsible for and conduct its' own
defense against said claim.
8. Annual Maintenance Fee
Payment of annual maintenance fee, defined in Exhibit QSI-B, provides for the following
services:
800 number telephone support
Software update service
User manual update service
Annual maintenance is perpetual as long as annual invoice is paid in full in a timely manner.
QSI is the sole supplier of RAS support and will determine the support fee based upon their
costs, profit margins and experience factors.
9. The QSI invoice will be the City's contract for software support services until such
time as QSI policy changes.
SOFTWARE LICENSE AGREEMENT PAGE 3
[RECEIPT ACCOUNTING SYSTEM]
The parties to this AGREEMENT signify by affixing their authorized signatures hereto that they
have read and agree to the terms and conditions of this agreement.
For: Quadrant Systems
Candace L. Neff
Vice President
Signature for the City
Printed Name
Date:
\\sr_fsl\WorkFile\Management Services- WorkFile\Finance- WorkFile\Computer
Systems\BRC\brc finance replacement\third party software\Quadrant Agr.doc
SOFTWARE LICENSE AGREEMENT PAGE 4
[RECEIPT ACCOUNTING SYSTEM]
Exhibit QSI-13
1. Support Services to be Provided
a. Support Hours: QSI's normal office hours are Monday — Friday, 8 am to
5pm, PST.
(Note: During 2001, QSI plans to move its office to Tucson, AZ. At that time,
office hours will be 8 am to 5pm MST).
b. QSI observes most standard US Government holiday periods (e.g.,
Thanksgiving, Christmas, Memorial Day, etc).
c. Contact Methods:
Toll Free Phone: 800-933-3214
Fax: 253-639-3883
Email: supporta,auadrant-systems.com
During 2001 QSI plans to move its offices to Tucson, AZ. If any of the
contact information is modified, QSI will promptly notify the CUSTOMER of
such changes.
d. Access to QSI world wide web site for software update downloads and other
related support information.
e. Remote support, via QSI dial in access to the CUSTOMER's computer
systems, assuming the CUSTOMER has installed the required software,
hardware, and telephone lines to permit such access.
f. The CUSTOMER may notify QSI of operational problems using QSI's toll
free 800 number, fax, or via E-mail.
g. The CUSTOMER agrees to provide detailed information regarding reported
problems so that QSI can fully understand the problem and duplicate the setup
and operational conditions leading to the problem.
h. QSI will attempt to duplicate all reported problems on operational RAS
workstation software in its offices and promptly provide instructions or
program revisions to correct reproducible program errors.
Software Support Agreement
Page 1 of 1
i. The CUSTOMER shall designate a primary and secondary user contact. To
the maximum extent feasible, it is expected that support requests to QSI will
be made by either the primary or secondary contact.
Primary Contact Name:
Primary Contact Phone:
Primary Contact Fax #
Primary Contact Email:
Secondary Contact Name:
Secondary Contact Phone:
Secondary Contact Fax #
Secondary Contact Email:
2. Support Services Not Provided as part of this AGREEMENT
a. QSI's support services do not include setup or support of CUSTOMER
computer hardware, network operating systems, workstation operating
systems (e.g., Windows), etc.
b. QSI's software support services do not include extensive training of
CUSTOMER personnel related to operating of the RAS software. If training
or re-training is required, due to changes in personnel (for example), QSI will
provide a written estimate of the cost of such services prior to providing them.
c. Annual Support Fees do not include provision of program modifications
intended to modify the operational characteristics or program outputs that may
be requested by the CUSTOMER.
d. Annual Support Fees do not include travel and living expenses that QSI may
incur at the request of the CUSTOMER, or hourly or daily fees associated
with any services not covered by this AGREEMENT as may be requested by
the CUSTOMER.
e. In the event that any costs are anticipated that are not covered by the support
agreement, QSI will provide a written estimate of such charges and expenses
in advance of incurring any such expenses and will require written approval or
a purchase order for such expenses prior to provision of any program
modification or on-site support services. Such expenses will be based on
actual travel/living expenses and QSI's then current hourly/daily support
services rates.
Software Support Agreement
Page 2 of 2
3. General Information
a. QSI is the sole supplier of RAS software support and maintenance services.
b. Annual Support Fees are subject to review and adjustment based on such
factors as:
1. The level of support required by the CUSTOMER, based on the prior
year's operating experience.
2. The number of operational systems installed at CUSTOMER
locations. Installation of additional systems will result in additional
annual support fees in proportion to the current support cost per
workstation.
4. Term
a. This AGREEMENT is effective following completion of the Initial Support
period associated with the initial installation of the SYSTEM on the
CUSTOMER's computer systems under the terms of the SOFTWARE
LICENSE AGREEMENT, dated
b. This AGREEMENT will expire one calendar year following the effective date
of this AGREEMENT.
c. Either party may terminate this agreement at any time without cause upon
thirty (30) days written notice to the other.
d. Termination of the AGREEMENT, for whatever reason, does not entitle the
CUSTOMER to a refund of any fees paid to QSI except as mutually agreed, in
writing, to prior to such termination.
5. Severability
a. If any provision in this AGREEMENT is determined to be invalid under any
applicable statute or rule of law, it shall be deemed omitted and the remaining
provisions shall continue in full force and effect.
The parties to this AGREEMENT signify by affixing their authorized signatures hereto
that they have read and agree to the terms and conditions of this agreement.
Software Support Agreement
Page 3 of 3
For: Quadrant Systems
Candace L. Neff
Vice President
Date:
For the Customer:
Printed Name:
Title:
Date:
MManagement Services- WorkFile\Finance- WorkFile\Computer Systems\BRC\brc finance
replacement\third party software\q uad rant support agr.doc
Software Support Agreement
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