HomeMy WebLinkAboutCC Resolution 6782 Computer Management Information System)RESOLUTION NO. 6782
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
COMPUTER MANGEMENT SERVICES, INC. TO PROVIDE A COMPUTER
MANAGEMENT INFORMATION SYSTEM. (Five -Year Agreement)
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 2nd day of Anr;l
19 84, by the following vote, to wit:
AYES: COUNCILA,IEMBERS: Frugoli, Nave, Russom & Mayor Mulryan
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Breiner
N
LL �jj C- --
J3 NNE M. LEONCINI, City Clerk
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AGREEMENT
Agreement dated April 2, 1959: between CITY OF SAN
RAFAEL, a municipal corporation, of the State of California, herein-
after "City", and COMPUTER MANAGEMENT SERVICES, INC., an Oregon corpor-
ation, hereinafter "CMSI".
CMSI engages in the business of furnishing complete Information
Management Services to local government agencies, whereas City desires
not to attempt to provide its own service internally, therefore City
desires to retain CMSI upon the following terms and conditions:
IT IS AGREED THAT:
SECTION 1. SCOPE.
1.1 Scope of Work. CMSI, by its acceptance, agrees to
furnish City, in accordance with the terms and conditions of this
Agreement:
(a) Information Management Services, as generally described
in Section 1.2 of this Agreement and as specifically described in
attached and incorporated Exhibit A.
(b) Programs, documentation, or information furnished by
CMSI in machine readable form and any or all other items commonly termed
software and software development hereinafter "software" as described in
attached and incorporated Exhibit B.
Exhibit C.
(c) Equipment, if any, listed in attached and incorporated
1.2 Information Management Services. CMSI is capable of
providing, during normal business hours, professionally trained and
qualified personnel to: consult, manage and/or staff data processing
activities of City, 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 systems tuning. Specific
services to be provided pursuant to this Agreement are described in the
attached Exhibits and may or may not include all of those services
recited above. CMSI and City may expand services provided by amended or
supplemental exhibit(s). Any such additions shall be subject to the
terms of this Agreement.
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1.3 Scale of Operations. If during the term of this Agree-
ment the scale of operations of City determined by population, gross
revenues, and number of employees should increase to the point that CMSI
is required to increase its level of service and/or redesign or recon-
figuration any of CMSI's hardware or software tools in order to comply
with the terms and conditions of this Agreement, it is agreed by both
parties hereto that CMSI is entitled to renegotiation of the total
monthly payment provided in Section 2 of this Agreement. Conversely,
should the scale of operations decrease to a point where CMSI is obliged
to decrease its level of service, City is also entitled to a renegotiation.
Both City and CMSI will work together in good faith to achieve a mutually
agreeable adjustment to the total monthly payment.
1.4 Additional Services. CMSI may provide, at City'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, additions shall be in accordance with all terms and conditions
of this Agreement.
SECTION 2. PRICE AND PAYMENT.
2.1 Price
(a) INITIAL PAYMENT in addition to $18,000.00
monthly payments.
(b) TOTAL MONTHLY PAYMENT. The monthly $ 6,000.00
fee may vary provided for in
Section 1.3, Scale of Operations,
or Section 2.4, Annual Adjustment
of Monthly Fee, or as additional
services are added from the schedule
in Exhibit B.
2.2 Payment.
a) The initial payment indicated above is due and
payable upon execution of this Agreement. Monthly payments shall be due
and payable in advance of the first day of each month. Fractional
months will be prorated.
b) Payment for additional services shall be due thirty
(30) days from the date the invoice is received by the City. The balance
of payment(s) for any equipment, software, or additional services is due
a-nd payable within thirty days after acceptance by the City as defined
in Section 2.3 and 7.1(f) below.
2.3 Acceptance. Acceptance for all purposes of this Agree-
ment, including, without limitation, equipment and software, shall mean
first use in normal operation as defined in paragraph 7.1(f) herein.
2.4 Annual Adjustment of Monthly Fee. The City recognizes
CSMI's costs are subject to inflation. CMSI, therefore, 45 days before
the anniversary date of this Agreement, is entitled to a renegotiation
of the total monthly payment consistent with CMSI's costs but not to
exceed the Bay Area Urban Wage Earners CPI (Feb. -Feb.) or ten percent
(10%) per year, whichever is less. Both City and CMSI will, in good
faith, work together to achieve a mutually agreeable adjustment to the
total monthly payment.
2.5 Interest on Past Due Payments. Past due amounts shall
bear interest at the highest lawful rate until paid, not to exceed
twelve (12%) percent per annum.
SECTION 3. TERM
3.1 Initial Term. The initial term of this Agreement shall
be five years, commencing March 31,1984 and continuing through March 31,
1989. The parties hereto do hereby acknowledge and agree that the rates
set forth in Section 2, Paragraph 2.1 Price, are in consideration of the
five year term and are reduced from rates charged by CMSI for performance
of similar services under Agreements having a shorter term; and in the
event this Agreement shall be cancelled or terminated by City for
reasons other than breach by CMSI prior to the normal expiration of the
terms hereof, the reduced rates set forth in Paragraph 2.1 hereof shall
be revoked Ab Initio and City shall pay to CMSI within thirty (30) days
upon invoice the difference between the reduced rates paid to CMSI
during the term to date of termination and the rates set forth in
Exhibit D attached hereto and by this reference made a part hereof for
all purposes which Exhibit D sets forth the rates CMSI charges under
Agreements for similar services having a short term. At no time however,
will the City be responsible for retroactive payments according to
Exhibit D for a period greater than two (2) years.
SECTION 4. PERSONNEL.
4.1 Project Manager. CMSI and City shall each designate a
manager who shall be the primary point of contact for each contracting
darty.
4.2 Employee Qualifications CMSI agrees that any CMSI staff
assigned as resident on City premises to provide the services described
herein will be covered by a fidelity bond for $100,000 through an
appropriate bonding agency with proof of such bonding presented at the
time of assignment to City. Additionally, CMSI agrees that its resident
staff shall be subject to a background check the same as that to which
all non -sworn public safety City employees are subject.
4.3 Personnel Assignment. CMSI shall honor City'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 its own employees.
4.4 Work for Others. CMSI personnel may perform services
from time to time at other clients' sites or for others using the com-
puter equipment located on City's premises so long as the performance
of CMSI under this Agreement shall not be adversely affected.
4.5 Hire of CMSI Employees. During the term of this Agree-
ment and for a period of one (1) year after termination, City shall
not, without the prior written consent of CMSI, offer to hire, or in
any way employ or compensate any employee of, or persons who have
been employed, during the term of this Agreement, by CMSI.
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. City recognizes that the software supplied by CMSI to City
is subject to the proprietary rights of CMSI. City agrees with CMSI
that the software supplied by CMSI are trade secrets of CMSI, are
protected by civil and criminal law and by the law of copyright, and are
very valuable to CMSI and that their use and disclosure must be carefully
and continuously controlled. City 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 City, during the term of this
Agreement, a non-exclusive, non -transferable license to use CMSI's
proprietary software listed in attached and incorporated Exhibit B.
Provided, however, the license shall be revoked during any period of
non-performance or breach by City of any term of this Agreement, provided
CMSI has notified City in writing of the breach condition and City has
not remedied same under the conditions of Paragraph 10.1(c) herein.
(b) City shall not utilize or knowingly permit others to
utilize any equipment or software covered by this Agreement to provide
services to others without the prior written consent of CMSI.
(c) CMSI reserves all rights to use, market, license, or
sell to others the software specified in Exhibit B, or software pro-
vided to CMSI by others together with all ideas, concepts, techniques,
and materials associated therewith.
5.2 Competitive Uses. City agrees that while this license
is in effect or while it has custody or possession of any property of
CMSI, it will not directly or indirectly lease, license, sell, or offer;
or negotiate the lease, license or sell; or otherwise negotiate or
contract for any software designed for or performing similar applications
to those supplied under this license, but this clause shall not be
construed to prohibit CMSI from acquiring for its own use software from
third parties, nor to prohibit City from participating in County, Regional,
State or Federal network programs.
5.3 Copies. City agrees that while this license is in
effect, or while it has custody or possession of any property of CMSI,
and while enforcing its responsibilities under Sec. 7, Para. 7.1, sub-
paragraph (d), it shall not a) copy or duplicate, or knowingly permit
anyone else to copy or duplicate, any physical or magnetic version; b)
create or attempt to create, or knowingly permit others to create or
attempt to create, by reverse engineering or otherwise, the source
programs or any part thereof from the object program or from other
information made available under this Agreement or otherwise (whether
oral, written, tangible, or intangible). City may copy for its own use
and its own expense, operators manuals, training materials, and other
terminal -user -oriented materials, but shall advise CMSI of the number of
copies made and their distribution.
5.4 Unauthorized Acts. City agrees to notify CMSI immedi-
ately of the unauthorized possession, use, or knowledge of any item
supplied under this license and of other information made available to
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City under this Agreement, by any person or organization not authorized
by this Agreement to have such possession, use or knowledge. City shall
promptly furnish full details of such possession, use, or knowledge to
CMSI, shall assist in preventing the recurrence of such possession, use,
or knowledge, and shall cooperate with CMSI in any litigation against
third parties deemed necessary by CMSI to protect its proprietary rights.
City's compliance with this Section shall not be construed in any way as
a waiver of CMSI's right to recover damages or obtain other relief
against City for its intentional harm to CMSI's proprietary rights.
5.5 Copyright and Other Proprietary Legends. As a condition
to CMSI's rights under this Agreement, City 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. As a
further condition of this Agreement, City agrees to place all -such
notices, legends, and markings on any media 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:
"Copyright (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 media is prohibited. Use of copyright notice
is precautionary and does not imply publication."
Unless CMSI otherwise instructs, the year "1984" 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. City shall inform CMSI in writing of
any modifications to any software made by or through City. CMSI shall
not be responsible for maintaining City modified portions of the soft-
ware. Corrections for difficulties or defects traceable to City errors or
system changes shall be billed at the standard CMSI rates.
SECTION 6. EQUIPMENT
6.1 Installation. Installation of extension cables for ter-
minal devices and of communication lines is the responsibility of City.
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 City. City represents, promises and
warrants that it shall, at its own premises, and at its own expense:
(a) Designate a manager who shall have complete decision-
making and contractual authority with regard to all aspects of this
Agreement subject to Council approval.
(b) Provide exclusive space, office furniture and other
facilities, subject to prior agreement of both parties including, tele-
phone, secretarial service, and a telephone dial-up link to the computer,
reasonably necessary for CMSI personnel for performance of its service
to the City. CMSI agrees to utilize the least expensive communication
network reasonably available including CMSI's own telephone network when
available and appropriate. CMSI further agrees to reimburse City for any
supplies used by CMSI for service not related to CMSI's service to City.
(c) Comply with equipment manufacturers' requirements for
space, installation, environmental conditions, and electric power neces-
sary for operation of equipment and storage of supplies.
(d) Be responsible for the security of equipment, software,
supplies and City's data. City shall inform CMSI in writing of the
users authorized to access any terminals, those users' account numbers,
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 unless caused
by CMSI. CMSI shall have exclusive operational control of all data
processing equipment, software, and maintenance.
fim
(e) Provide in a timely manner all data processing supplies
necessary to provide service hereunder, including but not limited to
printer ribbons, magnetic disk and diskette cartridges, magnetic tapes,
preprinted continuous forms and stock continuous forms used by City and
CMSI. Should City fail to purchase such data processing supplies, CMSI
may purchase reasonably necessary supplies and shall be reimbursed by
City.
(f) Submit as part of the mutually agreed to design speci-
fications test data, materials, and documentation of expected results to
enable CMSI to test any aspect of any service sold 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. City shall
designate individuals capable of being trained to operate user terminals
and shall permit adequate time for training of designated individuals by
CMSI.
(h) Be responsible for the cost of monthly maintenance of all
equipment in compliance with the manufacturer's reommendations. City may
choose to pay manufacturer direct or reimburse CMSI. Should the City
choose to reimburse CMSI, CMSI will add a five percent (5%) administration
charge to the maintenance charge and invoice City. In either event CMSI
will coordinate all maintenance activity.
(i) Pay all communications service charges related to services
to the City.
7.2 Warranties of CMSI. CMSI represents, promises and
warrants that it shall:
(a) Provide to City requirements and specifications for all
facilities, equipment, and supplies.
(b) Exercise business practices in accordance with accepted
industry standards and State and Federal laws to keep confidential
clearly designated City financial, statistical, personnel, and technical
data. Provided, however, the foregoing shall not apply to 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
develol)ed jointly by CMSI and City. CMFT 's warranties under this
Section shall survive the termination of this Agreement.
(c) Assign to City, where appropriate, all of CMSI's assign-
able rights under warranties issued by manufacturers of equipment pur-
chased for performance of this Agreement.
(d) THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER
WARRANTIES EXPRESS OR IMPLIED. THERE ARE NO WARRANTIES EXPRESS 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, EXPRESS OR IMPLIED, SHALL BE ATTACHED
THERETO. CMSI warrants that software of its own design or development
which has not been modified shall perform as specified in Exhibit B and
will be maintained by CMSI during normal use and service for the term
of this Agreement. This warranty is not applicable to equipment which
has been subject to unusual physical or electrical stresses, failure of
air conditioning or humidity control, or upon which the original identifi-
cation marks have been removed or altered. This warranty is conditioned
upon City giving CMSI immediate written notice upon discovery of any
error(s). CMSI shall not be held responsible for work done by others.
CMSI does not warrant any of the equipment or software provided hereunder
to meet or comply with the requirements of any safety code, regulation,
or law of any government entity, municipal corporation, administrative
agency, or other jurisdiction except as covered under section 7.1(f).
CMSI shall not be liable for special, indirect, incidental, or consequen-
tial damages to City or third parties as a result of CMSI's activities
unless caused by gross negligence.
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.
8.2 Risk of Loss. Risk of loss for all equipment and all
software shall pass to City upon delivery to City's premises.
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 for personal injuries to one
person and $5,000,000 for personal injuries to more than one person and
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$500,000 property damage. CMSI shall also proviL.,; proof of statutory
Workers' Compensation Insurance coverage for its employees. The endorse-
ment on the proof of insurance document shall name the City of San
Rafael, its officers, agents and employees as additional insureds with
respect to liability rising out of CMSI's performance under this contract.
It shall also provide that the policy will not be cancelled or its limits
reduced during the term of the contract without giving the City at least
30 days advance written notice.
9.2 Professional Liability Insurance. CMSI shall maintain an
errors and omission insurance coverage and shall provide proof of coverage
to the City prior to execution of this Agreement.
SECTION 10. TERMINATION.
10.1 Events of Termination. This Agreement may be
terminated:
(a) By CMSI, to the extent permitted under applicable law,
if City ceases to function as a going concern, becomes insolvent, makes
an assignment for the benefit of creditors, files a petition in bank-
ruptcy, 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 City, to the extent permitted under applicable law,
if CMSI ceases to function as a going concern, becomes insolvent, makes
an assignment for the benefit of creditors, files a petition in bank-
ruptcy, 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. In the
event City terminates under the terms of this paragraph, CMSI acknowledges
that City has a security interest in the equipment and software provided
under this contract and City may purchase CMSI's hardware tools at the
then prevailing market value and City shall have the right to a non-exclu-
sive, non -transferable, perpetual license, subject to the terms and
conditions herein, under section 5.3 Copies, to those proprietary software
tools provided and licensed by CMSI hereunder.
(c) By CMSI for non-payment of any monthly fee or charge
which remains unpaid thirty (30) days from the payment due date;
(d) By either party in event of a material breach or non-per-
formance by the other of any provision of this Agreement, provided
however, that written notice of 1 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.
(e) By either CMSI or City on 180 days written notice to
the other party for any reason.
10.2 Personnel. In the event of an expiration or non -
breach termination of this Agreement, City, after notice and preceding the
termination date, may elect to assign a reasonable number of City'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 City 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, all office furniture, equipment, documents, records,
books, tapes, disks and files provided by City (and which have not been
disposed of with City's permission) shall be returned to City in substan-
tially the same condition as received, ordinary wear and tear excepted.
SECTION 11. GENERAL.
11.1 Notices. Any notice required or permitted by this
Agreement shall be accomplished by registered or certified mail. Such
notices shall be deemed to have been delivered five days after they have
been mailed.
If to CMSI: Computer Management Services, Inc.
0234 Southwest Bancroft
Portland, Oregon 97201
If to City: City Manager
City of San Rafael
1400 Fifth Avenue
P. 0. Box 60
San Rafael, CA 94915-0060
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
obligations of the parties under this Agreement shall be assignable by
operation of law or otherwise, without the prior written consent of both
parties .
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11.4 Indemnity. City will indemnify and hold harmless CMSI
from any claims, demands, or lawsuits by third parties based upon any
negligence of City or any of its officers or employees. CMSI will
defend, indemnify and hold harmless City from any claims, demands, or
lawsuits from third parties based upon the negligence of CMSI or any of
its officers or employees.
11.5 Remedies. If City 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 City hereby acknowledging 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 City hereby agree
to submit to arbitration all other questions, disputes, and/or contro-
versies 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 San Francisco, California, under the laws of the State of
California. Each party hereto shall select one arbitrator and the two
so selected shall then select a third arbitrator. In rendering their
award, the arbitrators shall apply applicable statutes and case auth-
ority. Each party hereto accepts jurisdiction of the courts of the
State of California for the purpose of commencing, conducting 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
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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 one party or in every case where one party
has, before the arbitration, offered settlement which is held by the
arbitrators to be sufficient, but which other party refuses to accept,
all costs and fees, including without limitation attorneys' fees, incurred
during or necessitated by the arbitration proceedings shall be paid by
other party.
(a) Should City and CMSI encounter a dispute and/or controversy
which cannot be resolved by the parties and is consequently submitted for
resolution by arbitration under the terms and conditions of Paragraph
11.6 herein, CMSI and City agree to continue service under all the terms
and conditions of this Agreement through the duration of the arbitration.
In the event it is determined that the terms and conditions of this
Agreement cannot be adhered to during the term of arbitration, CMSI shall
allow City access to its hardware and software tools as described in
incorporated Exhibit B and Exhibit C for said term and City will pay to
CMSI, prior to the first of each month of said term, an amount equal to
seventy-five percent (75%) of the most recent monthly fee as determined
by the last full month of service prior to commencement of arbitration.
11.7 Governing Law. Except as otherwise prohibited, this
Agreement shall be interpreted by the laws of the State of California.
11.8 Attorney's Fees. In the event suit, action, or other
proceedings 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.
11.9 Time to Sue. All suits, actions, demands for arbitra-
tion, 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 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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11.10 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.
CITY OF SAN RAFAEL
Attest:
I
ty Clerk
Mayor
Approved as to Form:
36.1 B/21
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EXHIBIT A
Information Management Services
1. Personnel
a) Provide reasonable on-site staff including an account manager and off-site
management support during normal business hours.
b) Ongoing training and education.
c) Supervision of the data processing operation.
d) Account management including but not limited to:
1) Consultation
2) Planning and needs assessment
3) Analysis
4) Implementation scheduling
5) Organization and status reporting
6) Hardware maintenance coordination
7) System evaluation, performance analysis and system training
8) Data base management
2. Operations
a) Security of the computer room.
b) Scheduling of personnel, input, output, systems backup and maintenance of the
computer system.
c) Computer room - maintenance, cleanliness, preventative maintenance.
d) Upgrades - hardware, software, application programs.
e) Operating logs from system console.
f) File retention and storage.
g) System backup.
h) Contingency plans and backup.
i) Data base file reorganization.
j) Forms design guidance.
k) Computer related supplier inventory control.
3. Programming/Documentation Services including but not limited to:
a) Analysis and design.
b) Programming.
c) System integration testing.
d) Training and documentation.
e) Modifications and enhancement.
4. Documentation
a) Complete user oriented documentation.
b) Ongoing upgrades and enhancements.
5. User Interface
a) Computer literacy training.
b) Specific departmental training on applications.
6. Data Control
a) Data integrity.
b) Report balancing.
c) Report handling and distribution.
7. Management Reporting
a) Periodic status reporting.
b) Periodic management review.
c) Invoicing
36.1 A/25
EXHIBIT B
Software and Software Development
CMSI agrees to furnish City the following items commonly termed software or software
development with accompanying fees as described below:
PHASE I
- Parking Citations
- Personnel Management
- Financial Management System
° General Ledger
° Journal Entry
° Budget Preparation
° Accounts Payable/Expenditure Processing
° Payroll (Integrated to General Ledger)
° Business Licenses
- Recreation Registration
° Facility Scheduling
° Activity Program Registration
° Attendance Records
° Payment Processing
- Service Request System
° Resident Request/Alert Tracking
- Word Processing, capability for up to
ten locations
SUB TOTAL PHASE I
PHASE II
- Public Safety
Police Safety
1. Master Name Index (Alpha File)
2. Location Index (Street Address and Building)
3. Develop the Mechanism to Interface with
Related Law Enforcement Systems
a) County Criminal History
b) Bay Area Wants and Warrants
c) State System Including DMV
d) National Network for Wants and Warrants
4. Monthly Crime Reporting (BCS Reports)
5. Traffic Analysis (Patrol Management)
6. Management Operations Analysis
7. Case Management/Tracking
a) Monitor Case Load Distribution
b) Monitor Case Progress
c) Case Aging
d) Query for Offender MO's
e) Statistical Detective Recaps
f) Comprehensive Crime Analysis
8. Ad Hoc Reporting (Prime Information INFORM)
- I -
Monthly One -Time
Fee Charges
$ 6,000 $18,000
2,000 6,000
1,000 3,000
1,500 4,500
$10,500 $ 31,500
6,000 18,000
Monthly One -Time
Fee Charges
Fire Safety
1. Master Location Index
a) Hazardous Materials
b) Unit Run Card Information
c) Mapping Index
d) Invalid and Medical Information (Alerts to
housed invalids or persons requiring
special medical support)
e) Business Responsible Files
2. Fire Incident Reporting
3. Inspection Files
SUB TOTAL PHASE II $ 6,000 $18,000
PHASE III*
- Public Works 2,500 7,500
Planning 1,500 4,500
Child Care Information System 2,000 6,000
SUB TOTAL PHASE III $ 6,000 $18,000
TOTAL ALL PHASES $22,500 $67,500
* Phase III capabilities require additional definition and the costs noted herein
are estimates based upon CMSI's experience in these software areas.
36.1 A/27
-2- ,
FXHTRTT C.
CMSI will provide under this Agreement necessary hardware tools to perform its respon-
sibilities under attached Exhibit A as follows:
- 1 Mini Computer System with sufficient memory and central processing capabilities
to support the applications specified in Exhibit B as each application is added.
- Five CRT terminals.
- 1 300 line per minute printer.
- Necessary hardware to support up to ten (10) Word Processing stations as this
option is elected.
- Any additional CRT's or printers required by City will be at City's expense.
36.1 A/28
EXHIBIT D
Software, Software Development and Information Management Services
for Short Term Agreements
PHASE I
- Parking Citations
- Personnel Management
- Financial Management System
° General Ledger
° Journal Entry
° Budget Preparation
° Accounts Payable/Expenditure Processing
° Payroll (Integrated to General Ledger)
° Business Licenses
- Recreation Registration
° Facility Scheduling
° Activity Program Registration
° Attendance Records
° Payment Processing
- Service Request System
° Resident Request/Alert Tracking
- Word Processing, capability for up to
ten locations
SUB TOTAL PHASE I
(Rates charged if Agreement is terminated in advance
by the City)
DNACF TT
- Public Safety
Police Safety
1. Master Name Index (Alpha File)
2. Location Index (Street Address and building)
3. Develop the mechanism to interface with
Related Law Enforcement Systems
a) County Criminal History
b) Bay Area Wants and Warrants
c) State System including DMV
d) National Network for Wants and Warrants
4. Monthly Crime Reporting (BCS Reports)
5. Traffic Analysis (Patrol Management)
6. Management Operations Analysis
7. Case Management/Tracking
a) Monitor Case Load Distribution
b) Monitor Case Progress
c) Case Aging
d) Query for Offender MO's
e) Statistical Detective Recaps
f) Comprehensive Crime Analysis
8. Ad Hoc Reporting (Prime Information INFORM)
-1-
Monthly
Pon
$ 9,600
One -Time
Charges
$28,000
3,200 9,600
1,600 4,800
2,400
$16,800
•11
7,200
$50,400
Monthly One -Time
Fee Charges
Fire Safes_
1. Master Location Index
a) Hazardous Materials
b) Unit Run Card Information
c) Mapping Index
d) Invalid and Medical Information (Alerts to
housed invalids or persons requiring
special medical support)
e) Business Responsible Files
2. Fire Incident Reporting
3. Inspection Files
SUB TOTAL PHASE II $ 9,600 $28,800
PHASE III*
- Public Works 4,000 12,000
- Planning 2,400 7,200
- Child Care Information System 3,200 9,600
SUB TOTAL PHASE III $ 9,600 $28,800
TOTAL ALL PHASES $36,000 $108,000
* Phase III capabilities require additional definition and the costs noted herein
are estimates based upon CMSI's experience in these software areas.
36.1 A/29
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