HomeMy WebLinkAboutCC Resolution 8047 (Computer Mgmt Information System)RESOLUTION NO. 8047
A RESOLUTION AUTHORIZING THE SIGNING OF A
CONTRACT, LEASE OR AGREEMENT
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:
The MAYOR and CITY CLERK are authorized to execute, on behalf of
the City of San Rafael, a contract, lease or agreement with
RENEWAL OF CONTRACT WITH COMPUTER MANAGEMENT SERVICES, INC. TO PRO-
VIDE A COMPUTER MANAGEMENT INFORMATION SYSTEM (FIVE YEAR EXTENSION)
(7/1/89 THROUGH 6/30/94)
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 intro-
duced and adopted at a REGULAR meeting of the City Council of said
City held on MONDAY, the 18TH day of SEPTEMBER
1989 by the following vote, to wit:
AYES: COUNCILMEMBERS:Boro, Breiner, Frugoli, Thayer and Mayor
NOES: COUATCILMEA1BERS:None Mulryan
ABSENT: COUNCILMEMBERS :None
JEA E M. LEONCINI, City Clerk
O�IGIN�L von,
AGREEMENT
Agreement dated July 1, 1989, between City of San Rafael of the
State of California, hereinafter "Client" and Computer
Management Services, Incorporated,'' an Oregon corporation,
hereinafter "CMSI."
Witnesseth, whereas CMSI engages in the business of furnishing
information management services and has been performing such
services to Client under a contract with Client dated March,
1984; and
Whereas Client and CMSI desire to terminate the services
contracted for in the contract dated March, 1989, as of June 30,
1989, for the services herein described.
Now therefore it is agreed:
(a) that the referenced contract between the parties
dated March, 1984, is hereby terminated as of June 30, 1989, and
no further or additional charges shall be made to Client for
services thereunder.
(b) that this Agreement dated July 1, 1989, between
Client and CMSI is as follows and it is agreed that:
SECTION 1. SCOPE
1.1 SCOPE OF WORK. CMSI by its acceptance, agrees to
furnish Client, in accordance with the terms and conditions of
this Agreement:
(a) Information Management Services, as generally
described in Section 1.2 of the Agreement and as specifically
described in attached and incorporated Exhibit A and Exhibit B
to provide Information Management Services to the City of San
Rafael.
(b) Programs, documentation or information furnished
by CMSI in machine readable form and any or all items commonly
termed software and software development hereinafter "software"
as described in attached and incorporated Exhibit A.
(c) Equipment, if any, listed in attached and
incorporated Exhibit C.
1.2 INFORMATION MANAGEMENT SERVICES. CMSI is capable
of providing, during normal business hours of the City of San
Rafael, professionally trained and qualified personnel to:
consult, manage, and/or staff data processing activities of
09/12/1989
client, including without limitation, planning and needs
assessment, analysis, design, programming, testing, systems,
integration, documentation, training, installation,
implementation scheduling, organization, operation, data entry,
micrographic services, status reporting, maintenance, data base
management, modifications, enhancements, systems evaluation,
performance analysis and system tuning. Specific services to be
provided pursuant to this Agreement are described in the
attached Exhibit A, Exhibit B and Exhibit C and may or may not
include all of those services recited above. CMSI and Client
may expand services provided by amended or supplemental
exhibit. Any such additions shall be subject to the terms of
the Agreement.
1.3 LEVEL OF SERVICE. The Level of Service, as
described in Exhibit B, is the basis for the monthly fees
provided in Section 2. Before the end of each January the
Client and CMSI shall review and update the Level of Service.
If, during the term of this Agreement, or any renewals, the
Level of Service to the Client shall change, the total monthly
fee shall change as described in Exhibit B. Such monthly fee
change shall be effective beginning with the first month of the
Clients next fiscal year (Client fiscal year is July 1 through
June 30). The first Level of Service calculation will be
performed in January 1990, and shall be used as the initial
Level of Service starting point for future calculations.
1.4 ADDITIONAL SERVICES. CMSI may provide at
Client's request, information management services, software
and/or equipment in- addition to that listed in this Agreement,
or at other than normal business hours, at CMSI's then current
rates. Except for such additional charges, any additional
services shall be provided in accordance with all of the terms
and conditions of this agreement.
SECTION 2. PRICE AND PAYMENT
2.1 PRICE. The monthly fee may vary as provided for
in Section 1.3 Level of Service, or Section 2.4, Annual
Adjustment of Monthly Fee. The total monthly payments are
described in Exhibit D.
2.2 PAYMENT. The initial payment indicated above is
due and payable within thirty (30) days of execution of the
Agreement. Monthly payments shall be due and payable in advance
of the first day of each month. Fractional months shall be
prorated. Fractional months shall mean the number of calendar
days in the month divided into the number Information Management
Service days provided, multiplied by the Monthly Fee. Payment
for additional services shall be due ten (10) days from the date
of invoice. The balance of payment(s) for any equipment,
software or additional services is due and payable upon
acceptance as defined in Section 2.3 below.
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2.3 ACCEPTANCE. Acceptance for all purposes of this
Agreement, including, without limitation, equipment and software
as described herein, shall mean first use in normal operation.
2.4 ANNUAL ADJUSTMENT OF MONTHLY FEE. The revised
Employment Cost Index for Civilian Service Workers Compensation,
which employs the 1981 tax base of 100, published by the Bureau
of Labor Statistics on the date of execution of this Agreement,
is 148.5. If, annually during the anniversary month of the
execution of this Agreement, the then latest Employment Cost
Index has increased or decreased over the most recent annual
price index, the monthly fee shall be prospectively increased or
decreased by a corresponding percentage, up to a maximum of ten
(10) percent.
2.5 INTEREST
shall bear interest
to exceed eighteen (18)
SECTION 3. TERM
3.1 INITIAL
shall be five years,
through June 30, 1994.
ON PAST DUE PAYMENTS. Past due amounts
at the highest lawful rate until paid, not
percent per annum.
TERM. The initial term of this Agreement
commencing July 1, 1989, and continuing
3.2 RENEWAL TERM. It is agreed by both parties
hereto that negotiation of any extension of the initial term
shall commence during the period of one hundred eight (180) days
prior to the termination date specified in Section 3.1 herein.
Upon expiration of the initial term and provided negotiation is
underway and not yet complete, this Agreement shall be extended
on a month-to-month basis without the action of either party in
order to maintain the continuity of service provided hereunder
pending execution of an extension of the Agreement unless one of
the parties shall have given notice in writing to the other not
less than one hundred eighty (180) days prior to the expiration
of the initial term or of any extended or renewed terms,
containing an., election upon the part of the party giving such
notice not to extend or renew the term of the Agreement.
SECTION 4 PERSONNEL
4.1 ACCOUNT MANAGER. CMSI and Client shall each
designate a manager who shall be the primary point of contact
for each contracting party. Client hereby designates the City
Manager as its primary contact person.
4.2 PERSONNEL ASSIGNMENT. CMSI shall honor Client's
specific requests, consistent with sound business practices, for
assignment of CMSI employees. CMSI reserves the right to
finally determine the assignment of its own employees, provided
however, that CMSI shall not assign or shall reassign any CMSI
employee for the same cause that would prompt City to dismiss
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its own employees. Additionally, CMSI agrees that its resident
staff shall be subject to a background check (excluding
polygraph) the same as that to which all non -sworn Public Safety
City employees are subject.
4.3 WORK FOR OTHERS. CMSI personnel may perform
services from time to time at other Client's sites or for others
using the computer equipment located on Client's premises so
long as the performance of CMSI under this Agreement shall not
be adversely affected nor shall Client be affected in either
operational capability or cost of operation.
4.4 HIRE OF EMPLOYEES. During the term of this
Agreement and for a period of one (1) year thereafter, neither
party shall offer to hire, hire or in anyway employ or
compensate any employee of, or persons who have been employed
during any term of this Agreement by, the other party without
prior written consent of the other party.
SECTION 5. SOFTWARE
5.1 OWNERSHIP AND USE.
(a) CMSI shall own all rights and title to all
software provided by CMSI or used by CMSI in the delivery of the
herein agreed to services. Client recognizes that the software
supplied by CMSI to client is subject to the proprietary rights
of CMSI. Client agrees with CMSI that the software supplied by
CMSI is trade secrets of CMSI, is protected by civil and
criminal law and by the law of copyright, and is very valuable
to CMSI and that their use and disclosure must be carefully and
continuously controlled. Client further understands that
operator manuals, training aids, and other written materials are
subject to the Copyright Act of the United States. Subject to
the terms and conditions contained in this Agreement, CMSI
grants Client during the term of this Agreement a non-exclusive,
non -transferable license to use CMSI'S proprietary software.
However, the license shall be revoked during any period of
non-performance or breach by client of any term of this
Agreement, after Client has received written notice of
revocation.
(b) Client shall not utilize or permit others to
utilize any equipment or software covered by this Agreement to
provide services to others without the prior written consent of
CMSI. However, CMSI shall allow Client to interface data to
County, State, and Federal Law Enforcement Systems as
appropriate.
(c) CMSI reserves all rights to use, market, license
or sell to others the software together with all ideas,
concepts, techniques and materials associated therewith.
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(d) In the event CMSI should develop totally new
software for client, pursuant to Client requirements, designed
to Client specification and developed at Client site, CMSI
acknowledges Client's contribution to the development of such an
application and the possibility of further demand in the local
government arena. Accordingly, CMSI is willing to negotiate a
royalty for Client should a new computer program application be
developed under the conditions in this Section 5.1(d).
5.2 COMPETITIVE USES. Client agrees that while this
license is in effect or while it has custody or possession of
any property of CMSI, it shall not directly or indirectly lease,
license, sell or offer of: negotiate the lease, license or sale:
or otherwise negotiate or contract for the use of any software
that is similar to that supplied under this license. This
clause shall not be construed to prohibit CMSI from acquiring
for its own use software from third parties.
5.3 COPIES. Client agrees that while this license is
in effect, or while it has custody or possession of any property
of CMSI, it shall not, a) copy or duplicate, or permit anyone
else to copy or duplicate, any physical or magnetic version; b)
create or attempt to create, or permit others to create or
attempt to create, by reverse engineering or otherwise, the
source programs or any part thereof from the the object program
or from other information made available under this Agreement or
otherwise (whether oral, written, tangible or intangible).
Client may copy for its own use and at its own expense operator
manuals, training materials and other terminal-user-oriented
materials.
5.4 UNAUTHORIZED ACTS. Each party hereto agrees to
notify the other immediately of the unauthorized possession, use
or knowledge of any item supplied under this license and of
other information made available to either party, under this
Agreement, by any person or organization not authorized by this
Agreement to have such possession, use or knowledge. Said party
shall promptly furnish full details of such possession, use or
knowledge to .,the other party, shall assist in preventing the
recurrence of such possession, use or knowledge and each party
shall cooperate with the other in any litigation against third
parties deemed necessary by either party to protect its
proprietary rights. Either party's compliance with this Section
shall not be construed in any way as a waiver of said party's
right to recover damages or obtain other relief against the
other for its negligent or intentional harm to that party's
property rights or for breach of contractional right.
5.5 COPYRIGHT AND OTHER PROPRIETARY LEGENDS. Client
agrees not to remove or destroy any copyright notice, trade
secret legend, or other proprietary or confidential legends or
markings placed upon or contained within any media containing
CMSI's software or other proprietary information. Client agrees
to place all such notices, legends, and markings on any media
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containing CMSI's software and proprietary information in
conformance with CMSI's instructions. The placement of
copyright notice on any media shall not be construed to mean
that the contents thereof have been published, nor to derogate
from any claims that the contents are a trade secret of CMSI.
An acceptable notice would be as follows.
"CMSI (C) 1983 Computer Management Services,
Incorporated. All rights reserved. This media
contains confidential information and trade secrets of
Computer Management Services, Incorporated. Reverse
engineering of any object code contained on such medial
is prohibited. Use of copyright notice is
precautionary and does not imply publication."
Unless CMSI otherwise instructs, the year 111989" is the year
during which the release of the information contained on the
media is made by CMSI. If the year is not indicated in
information provided by CMSI, CMSI shall supply it upon request.
5.6 NOTIFICATION. Client shall inform CMSI in
writing of any modifications to any software made by or through
Client. CMSI shall not be responsible for maintaining Client
modified portions of the software.
SECTION 6. EQUIPMENT
6.1 INSTALLATION. Installation of extension cables
for terminal devices and of communication lines is the
responsibility of Client.
6.2 EQUIPMENT MODIFICATIONS. Any additions to,
deletions from, or changes in the configuration of the computer
hardware, including without limitation terminal devices,
utilized or to be utilized in performance of this Agreement by
CMSI, shall be subject to prior written approval of CMSI.
SECTION 7. WARRANTIES
7.1 WARRANTIES OF CLIENT. Client represents,
promises and warrants that it shall, at its own premises, and at
its own expense:
(a) Designate a manager who shall have administrative
responsibility with regard to all aspects of this Agreement.
(b) Provide space, office furniture and other
facilities, including, but not limited to, telephone, and a
telephone dial up link to the computer, reasonably necessary for
CMSI personnel.
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(c) Comply with equipment manufacturers' requirements
for space, installation, environmental conditions and electric
power necessary for operation of equipment and storage of
supplies.
(d) Be solely responsible for the security of
equipment, software, supplies and Client's data. Client shall
inform CMSI in writing of the users authorized to access any
terminals and the access security codes. CMSI shall not be
responsible for any program malfunction or breach of security
caused in whole or in part through unauthorized access to the
data processing system. CMSI shall have operational control of
all data processing equipment, software and maintenance.
(e) Provide, as required, in a timely manner all data
processing supplies including, but not limited to, printer
ribbons, magnetic disk and diskette cartridges, magnetic tapes,
preprinted continuous forms and stock continuous forms used by
Client and CMSI.
(f) Submit as part of the mutually agreed to design
specifications test data, materials and documentation of
expected results to enable CMSI to test any aspect of any
service provided under this Agreement. Any submitted test data
or documentation of expected results shall be conclusive in
determining first use in normal operation.
(g) Provide, unless otherwise specified in Exhibit A,
qualified staff required for operation of user terminals.
Client shall designate individuals capable of being trained to
operate user terminals and shall permit adequate time for
training of designated individuals by CMSI.
(h) Pay all communications services charges.
7.2 WARRANTIES OF CMSI. CMSI represents, promises
and warrants that it shall:
(a) Provide to Client requirements and specifications
for all facilities, equipment and supplies.
(b) Use its best efforts to keep confidential clearly
designated Client financial, statistical, personnel and
technical data. Provided, however, the foregoing shall not
apply to any data, ideas, concepts, expertise or techniques
which are or become publicly available, are already in CMSI's
possession, are independently developed by CMSI, are lawfully
obtained by third parties, or are in whole or in part developed
jointly by CMSI and Client. CMSI's warranties under this
Section shall survive the termination of this Agreement.
(c) Assign to Client, where appropriate, all of
CMSI's assignable rights under warranties issued by
manufacturers of purchased equipment for performance of this
Agreement.
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(d) THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL
OTHER WARRANTIES EXPRESSED OR IMPLIED. THERE ARE NO WARRANTIES
EXPRESSED OR IMPLIED OF MERCHANTABILITY OR FITNESS FOR ANY
PURPOSE ITEMS MADE BY OTHERS CARRY THE WARRANTIES OF THE
MANUFACTURERS THEREOF, IF ANY, AND NO ADDITIONAL WARRANTY OF
CMSI, EXPRESSED OR IMPLIED, SHALL BE ATTACHED THERETO. This
warranty is conditioned upon Client giving CMSI immediate
written notice upon discovery of any error(s). Any written
notice from Client of any error(s) shall describe with
specificity the nature of the error(s), how the error(s) have
been discovered and what documents illustrate or reflect the
error(s). CMSI shall not be held responsible for work done by
others. CMSI shall not be liable for special, indirect,
incidental or consequential damages to Client or third parties
as a result of CMSI's activities.
(e) Should any part of Section 7.2(d) be found not to
be applicable, Client agrees that the maximum damages Client can
collect shall be limited to amounts paid to CMSI by the Client
pursuant to this Agreement during the twelve (12) months
preceding Client's claim.
SECTION 8. LIMITATION OF LIABILITY
8.1 DAMAGES. CMSI shall not be liable for special,
indirect or consequential damages for delay beyond the
reasonable control of CMSI, including but not limited to, delays
in transportation and delays in delivery by CMSI's vendors.
SECTION 9. INSURANCE AND TAXES
9.1 INSURANCE. CMSI shall, at the time of execution
of this agreement, provide the City with proof of liability
insurance in the following amounts: Not less than $1,000,000
public liability, and not less than $1,000,000 errors and
omission insurance coverage. CMSI shall provide proof of
statutory workers compensation insurance coverage for its
employees. CMSI's workers compensation policy shall include a
waiver of subrogation endorsement in favor of the Client. CMSI
shall provide proof of a fidelity Bond for $100,000 for any CMSI
staff assigned as resident on City premises.
9.2 TAXES AND LICENSES. Taxes, other than income
taxes, imposed by any taxing authority and based upon any
equipment, software or services furnished under this Agreement
shall be the responsibility of Client and shall be payable in
addition to other fees or charges.
SECTION 10. TERMINATION
10.1 EVENTS OF TERMINATION.
terminated:
This Agreement may be
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(a) By CMSI, to the extent permitted under applicable
law, if Client ceases to function as a going concern, becomes
insolvent, makes an assignment for the benefit of creditors,
files a petition in bankruptcy, permits a petition in bankruptcy
to be filed against it, or admits in writing its inability to
pay its debts as they mature; or if a receiver is appointed over
a substantial part of its assets.
(b) By CMSI for non-payment of any monthly fee or
charge which remains unpaid thirty (30) days from the payment
due date, after providing Client with written notice.
(c) By either party in event of a material breach or
nonperformance by the other of any provision of the Agreement
provided however, that written notice of the alleged breach
shall have been given to the allegedly breaching party who shall
not have remedied or cured, or actively commenced efforts to
remedy or cure, the alleged breach within thirty (30) days after
delivery of such notice.
(d) By either CMSI or City on 180 days written notice
to the other party.
10.2 PERSONNEL. In the event of an expiration or
nonbreach termination of this Agreement or any extension or
renewal thereof, Client, after notice and preceding the
termination date, may elect to assign a reasonable number of
Client's employees to participate with the employees of CMSI in
the performance of their remaining services. CMSI shall cause
its employees to acquaint and instruct the employees of Client
with the work and to facilitate a smooth transition and
continuously operating data processing function.
10.3 EQUIPMENT AND SOFTWARE. Upon expiration or
termination of this Agreement, or any extension or renewals
thereof, all office furniture, equipment, documents, records,
books, tapes, disks and files provided by client (and which has
not been disposed of with Client's permission) shall be returned
to client in substantially the same condition as received,
ordinary wear and tear expected.
10.4 LIQUIDATED DAMAGES. It is agreed by both parties
to this Agreement that upon termination by Client for any reason
other than breach by CMSI, damage shall be sustained by CMSI and
that it is and shall be impractical and difficult to determine
the actual damage which CMSI shall sustain by reason for such
termination. It is, therefore, agreed that Client shall pay
CMSI, as liquidated damages and not as a penalty, an amount not
to exceed $5,000 for each remaining month of this Agreement
term.
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10.5 LICENSE AND EQUIPMENT
(a) In the event CMSI should cease to exist as a
going concern, and as such is unable to provide the services
described herein, Client is hereby granted a non-exclusive,
non-transferrable, permanent license to use CMSI's proprietary
software tools as described in Exhibit'A for use in Client's own
operation.
(b) In the event of termination of this Agreement for
any reason, CMSI shall grant Client a permanent non-exclusive,
non -transferable license to use CMSI's proprietary software
tools for Client's own use at CMSI's then current fee.
(c) In the event of termination by either party prior
to the Agreement termination date, CMSI shall offer Client the
opportunity to purchase all hardware and associated operating
system software at a reasonable price determined by negotiation
between parties. In the event of an agreed price not being
arrived at by negotiation, the price shall be the higher of
either CMSI's remaining costs or the current market value at the
termination of the Agreement.
SECTION 11. GENERAL
11.1 NOTICES. Any notices required or permitted by
this Agreement shall be accomplished by registered or certified
mail. Such notices shall be deemed to have been delivered five
(5) days after they have been mailed.
If to CMSI: Computer Management Services, Inc.
0234 Southwest Bancroft
Portland, Oregon 97201
If to Client: City of San Rafael
Pam J. Nicolai
PO Box 60
1400 Fifth Avenue
San Rafael, California 94915
11.2 WAIVER. Waiver of strict performance of any
provision of this Agreement shall not be deemed a waiver nor
shall it prejudice the waiving party's right to require strict
performance of the same provision or any other provision in the
future unless such waiver has rendered future performance
commercially impossible.
11.3 ASSIGNMENT. Neither this Agreement nor any of
the Client's obligations under this Agreement shall be
assignable by operation of law or otherwise, without the prior
written consent of both parties. However, CMSI may assign this
Agreement to any CMSI subsidiary without Client's consent,
provided however, that notice shall have first been given to
Client pursuant to Section 11.1 herein.
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11.4 INDEMNITY. Client agrees to hold harmless,
indemnify, including attorneys fees and defend CMSI, its agents,
officers and employees from and against any and all claims
arising from Clients', its officers', agents' or employees'
negligent or intentional acts or omissions arising from their
obligations under this agreement. CMSI agrees to hold harmless,
imdemnify and defend Client, its officers, agents and employees
from and against any and all claims arising from CMSI, its
officers', agents' and employees' negligent or intentional acts
or omissions arising from their work performed under this
agreement.
11.5 REMEDIES. If Client attempts to use, copy,
license or convey the items supplied by CMSI hereunder, in a
manner contrary to the terms of this Agreement or in competition
with CMSI or in derogation of CMSI's proprietary rights, whether
these rights are explicitly herein stated, determined by law or
otherwise, CMSI shall have, in addition to any other remedies
available to it, the right to injunctive relief enjoining such
action, the Client hereby acknowledges that other remedies are
inadequate.
11.6 ARBITRATION. CMSI shall have the right and
option to file a civil action to enforce any provision relating
to proprietary restrictions including Section 11.5 or payment in
full in cash of the total price specified in this Agreement, but
CMSI and Client hereby agree to submit to arbitration all other
questions, disputes, and/or controversies that may arise out of
or in connection with this Agreement or which might be pleaded
or urged in a counterclaim or set-off to an action at law to
enforce payment of the total price herein. Such disputes and/or
controversies which cannot be resolved by the parties shall be
exclusively settled by arbitration, in accordance with the
Commercial Arbitration rules of the American Arbitration
Association, conducted in California, under the laws of the
State of California. Each party hereto accepts jurisdiction of
the courts of the State of California for the purposes of
commencing, documenting and enforcing such arbitration
proceedings and agrees to accept notice in writing by registered
letter addressed to said party of intention to proceed with
arbitration and of any other step in connection therewith or for
enforcement thereof, with the same effect as though personally
served in the State of California. The decision of the
arbitrators shall be final and binding upon both parties, who
hereby agree to comply therewith. In every case where the
arbitrators decide this Agreement has been properly fulfilled by
CMSI or in every case where CMSI has, before the arbitration,
offered settlement which is held by the arbitrators to be
sufficient, but which Client refuses to accept, all costs and
fees, including without limitation attorneys' fees, incurred
during or necessitated by the arbitration proceedings shall be
paid by Client. In every case where arbitrators decide this
Agreement has been properly fulfilled by Client or in which
every case where Client has before the arbitration, offered
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settlement which is held by the arbitrators to be sufficient,
but which CMSI refuses to accept, all costs and fees, including
without limitation attorneys's fees, incurred during or
necessitated by the arbitration proceedings shall be paid by
CMSI.
11.7 ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH
EXHIBIT A, B, AND C ATTACHED HERETO, SIGNED BY BOTH PARTIES AND
SO INITIALED BY BOTH PARTIES IN THE MARGIN OPPOSITE THIS
SECTION CONSTITUTES A FINAL WRITTEN EXPRESSION OF ALL OF THE
TERMS OF THIS AGREEMENT AND IS A COMPLETE AND EXCLUSIVE
STATEMENT OF THOSE TERMS. CLIENT WAS NOT INDUCED TO ENTER INTO
THIS AGREEMENT BY ANY STATEMENTS OR REPRESENTATIONS NOT
CONTAINED IN THIS AGREEMENT. ANY AND ALL REPRESENTATIONS,
PROMISES, WARRANTIES OR STATEMENTS BY CMSI OR CMSI'S AGENTS
THAT DIFFER IN ANY WAY FROM THE TERMS OF THIS WRITTEN AGREEMENT
CMSI SHALL BE GIVEN NO FORCE OR EFFECT. THIS AGREEMENT SHALL
BE CHANGED, AMENDED OR MODIFIED ONLY BY WRITTEN INSTRUMENT
SIGNED BY BOTH CLIENT AND CMSI. This Agreement shall not be
modified or altered by any course of performance by either
party, or usage of the trade:
11.8 GOVERNING LAW. Except as otherwise prohibited,
this Agreement shall be interpreted by the laws of the State of
California.
11.9 ATTORNEYS' FEES. In the event suit, action or
other proceeding are instituted to enforce any right granted
herein, the prevailing party shall be entitled to recover its
costs and disbursements incurred together with reasonable
attorneys' fees to be fixed by the court at trial or on appeal.
11.10 TIME TO SUE. All suits, actions demands for
arbitration or other proceedings brought by either party
arising out of or relating to this Agreement based on acts or
omissions of either party in connection with this Agreement
shall be commenced or made within the time provided by law, but
in no event later than six (6) months after the party has
knowledge of the claim or within the time provided by law, but
in no event later than six (6) months of termination or
expiration of this Agreement, whichever first occurs. No
action or demand may be brought by either party more than two
(2) years after the cause of action has arisen.
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Client
6114L)
CMSI
11.11 SEVERABILITY. If any part of this Agreement is
found to be invalid by court of competent jurisdiction, all
other provisions shall remain in full force and effect.
COMPUTER MANAGEMENT SERVICES, INC.
By:
Title:
Dated:,
CLIENT -CITY OF SAN RAFAEL
By:
Mayor
By:
City manacfer
Dated: September 18, 1989
APPROVED AS TO FORM:
By: v 7�_
City Attorney
ATTEST:
By p .x.
C' Clerk
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Contents and terms outlined in Exhibit A, B, C, D and E
are part of and considered as a whole of the Agreement
between Computer Management Services, Inc. and the Public
Safety Agencies of the City of San Rafael for Information
Management Services dated September 12, 1989.
Exhibit A
EXHIBIT A
Information Management Services
1.0 Computer Svstem Manaaed and Onerated
CMSI agrees to be responsible for the full operational
control, staffing and management of the computer Hardware,
for each of the computer hardware configurations which are
identified as "Systems" below:
a. Svstem A - Prime Minicomputer - Finance System
Ouantitv Description
1 2655 Processor
2 315 MB Disk
1 300 MB Disk
1 Tape 1600/3200
1 300 LM Printer
64 Terminal Ports
b. Svstem B - Prime Minicomputer - Public Safety System.
This configuration will be specified at a future date
upon selection of specific hardware. The number of
terminal ports shall not exceed sixty four (64).
1.1 Svstem Software and Utilitv Proaram Products Manaaed
For each hardware "System" defined above, CMSI agrees to
be responsible for the full operational control, staffing
and management of the Client's operating system software
and utility program products identified below by
"Systems":
a. Svstem A - Finance System
PRIMOS Operating System
PRIMENET Network Control
INFORMATION Program Control
PRIMELINK PC Control
b. Svstem B - Public Safetv Svstem
PRIMOS Operating System
PRIMENET Network Control
INFORMATION Program Control
A-1 09/12/89
EXHIBIT A
2.0 Specific Information Manaaement Services
CMSI agrees to provide the management and staff necessary
to accomplish the following information management service
functions.
2.1 Management of CMSI Data Processing Personnel
a. Recruiting, acquisition and relocation.
b. Ongoing training and education.
c. Supervision.
d. Job and career advancement and guidance.
2.2 Data Processing Operation
a. Security of Computer room.
b. Scheduling of Personnel, input, output, system
backup and vendor preventive maintenance.
C. Computer room maintenance and cleanliness.
d. Planning for upgrade of hardware, software, and
application programs.
e. Efficiency of computer operations.
f. Operating logs.
g. File retention and storage.
h. System backup and off-site storage of critical
files.
i. Disaster recovery contingency plans.
2.3 Applications Programming
a. Existing Application Systems.
1. Program Maintenance.
2. Vendor Coordination.
b. Application enhancements as specified in EXHIBIT
A.Paragraph 3.0.
C. Installation of new application systems as
specified in EXHIBIT A Paragraph 3.0.
2.4 Data base Administration
a. Monitor data bases.
b. Coordinate data base reorganization.
C. Maintain performance statistics.
2.5 Data Control
a. Scheduling and logging of data input and output.
b. Data integrity checking.
C. Report and batch balancing.
d. Report handling and distribution.
A-2 09/12/89
EXHIBIT A
2.6 User Support
a. User terminal support and trouble shooting.
b. Scheduling of input and output processes and
terminal availability.
C. Operational support for training functions.
2.7 Documentation and Software Support Services
a. Documentation for vendor upgrades, enhancements
and new releases.
b. Standardization of operation application and
systems documentation.
C. Maintenance of Software Library.
d. General administrative support.
2.8 Forms and Supplies Management
a. Inventory control.
b. Ordering and requisitioning.
C. Storage and security.
d. Maintenance of storage area.
2.9 Provide Environmental Specifications
a. Computer hardware power and air conditioning
requirements.
b. Communication line and device requirements.
C. Computer facility layout and environmental
requirements.
d. Supply storage environmental requirements.
2.10 Hardware Vendor Interface Corrective and Preventive
Maintenance and Software Vendor Interface for
Packaged Systems
a. Vendor coordination.
b. Vendor contact.
2.11 Periodic Management Reporting
a. Incident reporting.
b. Periodic Status reporting.
C. Periodic management review.
d. Periodic reporting of CMSI Progress of projects
and active plans.
e. Invoicing for services.
A-3 09/12/89
EXHIBIT A
2.12 Technical Services and System Administration
a. Implementation and maintenance of all operating
system software and appropriate new releases.
b. Management of data communications designed to
support application software.
2.13 Application and Operating System Upgrading and
Testing
a. Provide clear procedures for application program
and system operating system new release
upgrading.
b. Test all upgrades thoroughly before
implementation.
c. Inform Client personnel of new or changed system
features.
d. Coordinate scheduling of upgrade testing,
implementation and training with affected Client
departments.
e. Update all affected operational procedures,
system and program documentation and user
procedures to reflect upgrades.
f. Report planned and completed upgrade to Client as
a part of the regular monthly status reports.
2.14 For each hardware "System" identified above, CMSI
agrees to be responsible for the full operational
control, staffing and management of the Client's
major applications software systems as noted below:
a. Svstem A - Finance System
Budget
Payroll
Personnel
Journal Entry
General Ledger
Misc. Receipts
Accounts Receivable
Accounts Payable
Business License
Parking Citation
Recreation
Prime Wordprocessing
Requisitions
Purchase Orders
Claims
b. Svstem B - Public Safety System
Fire
Police
Dispatch
Office Automation
A-4 09/12/89
EXHIBIT A
3.0 Defined Proiects and Additional Support Services
CMSI agrees to provide the management and staff necessary
to accomplish the following Client Information Management
Projects and Support Service subject to the terms and
conditions listed in Section 3.1 below.
a. Lona Ranae Strateaic Plannina Support
The long range planning effort will focus on the
information service needs of the Client's total
operation. Topic included:
- Management overview.
- Goals and objectives.
- Problems and Issues.
- Discription of existing system and conditions.
- Information System design requirements.
- Framework for future Information Systems
development.
- Organization and management issues.
- Planning, cost and benefit considerations.
- Plan of action.
b. Pavroll Svstem Revision Upgrade
The most current release of the Payroll System
Software will be implemented on System A.
C. Personnel Svstem Revision Upgrade
The most current release of the Personnel System
Software will be implemented on System A.
d. Rectuisitions. Purchase orders, and Claims Svstem
Implementation
CMSI will implement the Purchasing System on System
A for City -Wide use.
e. Public Safetv Hardware and Software Svstem Selection
and Installation
CMSI will perform all necessary steps to procure and
install the appropriate equipment to establish:
- A Public Safety Computer System "System B".
- The actual hardware and software to be installed
shall be determined at a later date due to
equipment market changes. Equipment will be
purchased used and certified for Prime
maintenance.
A-5 09/12/89
EXHIBIT A
- The Client shall provide computer room facility
for "System B" with "appropriate specified
environment within 150 feet of current computer
room facility.
- The computer will be capable of handling 64 ports.
- The cost of the hardware including shipping,
installation and tax shall not exceed $40,000.00,
unless mutually agreed to by CMSI and Client. In
the event that the total purchase exceeds
$40,000.00, CMSI will increase its monthly service
fees accordingly.
- The cost of the maintenance agreement for hardware
and software is estimated at $1,800.00 per month.
If at any time during the term of the contract,
the actual monthly maintenance cost increases or
decreases, CMSI shall increase or decrease its
monthly service fee accordingly.
f. Police Svstem Implementation
CMSI will implement the Police Information System on
System B. CMSI shall provide a detail training and
implementation schedule and make specified changes
to the baseline Police Information System as
appropriate.
g. Dispatch Svstem Implementation
CMSI will implement the Dispatch System on System B
for use by the Police and Fire Department.
h. Citv Hall Data Network Design
CMSI. will provide a complete Data Communications
design for the second and third floors of the City
Hall building using the City's existing Twisted Pair
Technology. CMSI shall provide the following
services through the use of outside Vendors.
- Detail Design Manual.
- Initial Design Implementation.
- Hardware for initial Design implementation.
- Training for City Building Maintenance Personnel.
- Tools and Supplies for future connections.
3.1 Terms and Conditions
3.1.1 All work effort on projects shall be approved and
prioritized by Client management prior to expending
effort on project.
A-6 09/12/89
EXHIBIT A
3.1.2 Detailed workplans will be developed for all
projects within 60 days of contract start date, and
included as Exhibit E.
3.1.3 The actual Project start and completion dates shall
be mutually agreed to by Client and CMSI.
3.1.4 Proaram Maintenance
Program maintenance means: (1) Implementing changes
to an existing program and/or set of programs which
corrects errors, omissions, deficiencies and/or
operational problems which causes the program to
fail to produce the results specified or implied in
the already existing documentation for the program
or set of programs that forms an integral part of a
particular system; 2) Implementing program changes
in factors and/or rates used in computations which
are integral design specifications in the already
existing documentation for the program and/or set of
programs; 3) Implementing program changes that are
required by law or outside Government Agencies, such
as, Payroll tax tables, 1099 and W2 format, and Law
Enforcement and Fire code format changes.
Program maintenance
service level.
3.1.5 Program Enhancement
is included in the basic
Program enhancement means: Implementing changes to
an existing program and/or set of programs which
provides additional functionality, logic, reporting,
data elements, and/or computations not specified or
implied by the already existing design
specifications for the program and/or the particular
system of which the program forms an integral part.
Program enhancement
service level.
3.1.6 Svstem Development
is not included in the basic
System Development means: Utilization of structured
methodologies to design or change the basic
organization of hardware, software and/or personnel
within an existing function or functions and thereby
increases the value of the system to the users.
System Development is not included in the basic
service level.
1.-7 09/12/89
EXHIBIT B
EXHIBIT B
LEVEL OF SERVICE
1.0 Normal Hours of Operation
The normal hours of operation and the schedules backup
procedures for the computer hardware identified as
"Systems" in Exhibit A, Section 1.0, are given in the table
below.
Table 1.1A
Hours Scheduled Days Backup
Svstem Descrintion Per Dav Hours Per Week Processinq
A Finance
9
SAM -
5PM
5
Daily
B Public Safety
24
SAM
- 5PM
7*
Daily
Batch Processing and production of major reports is
accomplished nightly for System A, and B.
* Computer systems will be available to the Public Safety
Departments seven (7) days per week with emergency on-call
staff support (maximum of 4 hours response time) on
Holidays, Saturdays, Sundays, and evenings. CMSI shall also
provide immediate call back response to the Client by
providing Client with a pager telephone number.
2.0 Level of Service
The details of the level of service (Table 2.OA) will be
mutually agreed upon by the parties and appended to this
Agreement by the end of January 1990.
The level of service required by the client is influenced
by the extent to which computerization and information
systems are utilized by the Client management and in the
operation of the various departments. The current systems
are integral parts of the Client operation and perform many
functions which would be difficult if not impossible to
duplicate through purely manual methods. Consequently, the
value to the Client of the data processing function, while
recognized as considerable, is in fact very difficult to
calculate since the old organization prior to automation
and the new organization cannot be readily compared and the
value measures themselves are mostly subjective.
B-1 09/12/89
Table 2. OA
EXHIBIT B
WEIGHTED LEVEL OF SERVICE BY FUNCTION TABLE
Hardware Confiaurations
Central Processing Unit
Peripherals (Disc, Tape)
CRT's
Remote Printers
Total Weight
Technical Services
Operating System
Data Base Admin.
Application Level 1
Application Level 2
Total Weight
User Support Services
Applications
Data Entry/Control
Report Distribution
Departments Supported
Users Supported
Data Bases
Programs
Total Weight
Manaaement Services
Grand Total
Unit of Weight
Measure/Factor
40
Unit/20
Unit/10
Unit/10
-------
System
-------
A
B
C
TOTAL
U/W
UJ—W—
U W
U—W
90
Appl/20
Batch/ 10
Report/ 1
40
80
30
90
Appl/20
Batch/ 10
Report/ 1
Depts/20
User/10
DB/10
Prog/ 1
60
B-2
09/12/89
EXHIBIT B
The Weighted Level of Service by Function, Table 2.OA shows
the amount of service required by the Client to produce the
current level of value to the 'City. It is designed to
calculate value in terms of a unit of measure. Annually,
as the level of service required by the Client changes
during the term of this Agreement or any extension of
renewal terms, the units of measure will be recalculated
and used by the parties to adjust the Total Monthly Fees
for Service. Level of Service increases or decreases shall
occur if the unit of measure calculated value increases or
decreases by more than ten (10) percent. The Total Monthly
Fees for Service shall be adjusted by the percentage amount
over the ten (10) percent increase or decrease.
2.1 Function Descriptions
Hardware Confiaurations
- CPU - The Central Processing Unit (CPU) typically
determines the relative size, complexity, number of users,
operator involvement, and vendor interface requirements of
the data processing environment for that computer system.
- Peripherals - On line data storage or retrieval services,
such as disk drives or tape drives. Important because of
operator monitoring and backup requirements.
- CRT's - The terminals or microcomputer accessing the
computer systems. The number of terminals influences the
user support, number of batch and print jobs, system
response time, and data security and control.
Technical Services
- Operating Systems - The programs required by the computer
systems to allow them to function and process application
programs. Operating systems typically control functions
such as user access and security, sharing resources between
users, file access and handling data retrieval, and
processing of application programs.
- Data Base Administration - Consists of planning for
backup and recovery, disaster recovery, standards for
changes, maintaining efficiency for access, storage and
retrieval, and development of standards for integrity of
data.
- Applications - The technical services required by
applications include functions such as research to respond
to user requests for services, maintenance of tables used
B-3
09/12/89
EXHIBIT B
by the applications, program maintenance, implementation
and testing of software upgrades and revisions, level of
batch operator involved intervention, and operator
training.
Level 1 - Applications in which users and/or vendors
maintain significant involvement in the above functions.
Data processing support consists mainly of controlling the
hardware environment, coordination with vendors, and system
backups.
Level 2 - Applications of a very complex, critical nature
to the organization, under development or having high
levels of activity for planning, testing, training, etc.
User Support Services
- Applications - The number of applications installed on a
computer system.
- Data Entry/Control - The number of batches for which data
processing has responsibility for entry, balancing and
control.
- Report Distribution - The activities required to handle
production, handling and distribution to users of reports.
- Departments Supported - The departments that rely on and
use an application.
- Users Supported - The number of users that use the
computer applications.
- Data Bases - The discreet sets of data or data
organizations on each computer system supporting the
application program.
- Programs - The individual programs making up each
application.
Manaaement Services
The level of management required to plan, coordinate, and
report activities to assure compliance with management
expectations.
B-4 09/12/89
EXHIBIT C
EXHIBIT C
HARDWARE
1.0 Hardware Provided
A. Prime 2655 Finance System
System configured as follows:
1. 2655 Central Processor with 4MB of internal memory.
2. 2 315 MB Disk Drives.
3. 1 300 MB Disk Drive.
4. 1 Tape Drive 1600/3200.
5. 1 300 Line a minute Printer.
6. 64 Terminal Ports.
B. Prime Public Safety System
The actual system specification will be determined and
mutually agreed to by Client and CMSI within 180 days
from the initiations of this agreement.
The System will be capable of processing the Public
Safety application Software as previously defined and
allow up to 64 terminal connections.
C-1 09/12/89
EXHIBIT D
EXHIBIT D
1.0 Fees for Services
1.1 Monthly Fees
a. Base Services $21,856
b. Maintenance Public Safety $ 1,800
Computer (Terms, Exhibit A,
Section 3.0)
1.2 One -Time Fees
a. Strategic Plan $20,000
b. Dispatch System $15,000
C. Public.Safety Computer $40,000
(Terms, Exhibit A, Section 3.0)
d. Data Network Design $ 5,000
1.3 Financing of One -Time Fees
In the event that the client elects not to pay all
or a portion of the One -Time Fees outright, as
described in Exhibit D Section 1.2, CMSI will
increase the Monthly Fees for Services by the
Principle Amount financed, plus Interest (current
Prime Interest Rate plus one percent) prorated over
the remaining term of the contract.
D-1 09/12/1989
EXHIBIT E