HomeMy WebLinkAboutAlphacorp, LLC - SIRE - 2006-01-032005 DEC 19 Ali 9: 14
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Council Meeting Date: 1/3/2006
Department ID umber: IS-06-001
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: PENELOPE CULBRETH-GRAFT DPA, CITY ADMINISTRATO
PREPARED BY: JOAN FLYNN, CITY CLERK
ROBERT F. BEARDSLEY, PE, (RECTOR OF PUBLIC WO S
JACK MARSHALL, DIRECTOR OF INFORMATION SERVICES
SUBJECT: Approve Professional Services Agreement between the City of
Huntington Beach and AlphaCorp, LLC for the Acquisition of
SIRE Document Imaging and Records Management Software
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: The City would like to purchase the SIRE document imaging and
records management software from AlphaCorp, LLC, for implementation in the City Clerk's
office and in the Public Works Engineering Division.
Funding Source: The document imaging and records management software is being
purchased for and implemented in the City Clerk's Office and document imaging in the
Engineering Division of the Public Works Department. The software, installation and
training cost for the implementation is $176,087.37 and is budgeted in the current fiscal
year (FY2005/2006).
The City Clerk's portion, $130,192.63, is budgeted in Information Services, Account
10042154.86100. The Public Works Engineering portion, $45,894.74, is budgeted in the
Water Fund, 50685201.86100 and in the Sewer Fund, 51185201.86100.
Recommended Action: Motion to:
1. Approve and authorize the Mayor and City Clerk to execute an agreement with
AlphaCorp, LLC for the purchase and implementation of AlphaCorp's SIRE document
imaging and document management software totaling $176,087.37; and
2. Authorize the City Clerk, Public Works Director and Information Services Director to
execute amendments to the contract with AlphaCorp, LLC as necessary for the completion
of the document imaging software implementation for the City Clerk's Office and Public
Z -a,
REQUEST FOR ACTION
MEETING DATE: 1/3/2006
DEPARTMENT ID NUMBER:IS-06-001
Works Engineering Division, providing such amendments are approved as to form by the
City Attorney's office, are funded in current budget and do not exceed $50,000.
Alternative Action(s): Do not approve the purchase of the document imaging and
document management software.
Analysis: The vault in the City Clerk's Office contains approximately 2.4 million pages of
paper documents, with an additional 1,750 pages generated monthly. Approximately
350,000 pages, or 9,700 documents, have been imaged to date using older, unsupported
imaging software. The images will be converted into the SIRE software as part of the
implementation. The Public Works Engineering Division's document repository currently
contains around 50,000 record drawings of the City's infrastructure, of which 5,000 have
been previously imaged. On average 50 new drawing documents are added weekly.
Several critical business needs relating to the electronic imaging and management of City
documents in both departments have been identified:
• The preservation of vital City records
• Mitigation of damage to paper documents from water, fire and deterioration
• Improved accessibility of City documents both internally (for City employees) and
externally (for the public)
• Increased employee efficiency and productivity by
making documents more centrally available
• Compliance with governing regulations regarding
including adherence to records management policies
the City's "Records Management Manual"
• Adherence to the City's Records Retention Schedule
reducing research time and
management of documents
and procedures as defined in
• Improved management of City records including the elimination of duplicate and/or
unnecessary paper documents and a reduction of filing errors
• Implementation of standardized electronic document management and image
processing
A Request for Proposal for an Electronic Document Management System (EDMS) for the
City Clerk's Office and Public Works Engineering Division was issued on February 4, 2005.
Nine proposals were reviewed by an evaluation committee comprised of two
representatives from the Public Works Department, two representatives from the City
Clerk's Office, two representatives from Information Services and two representatives from
Purchasing. The City also hired an outside consultant with document imaging experience
to assist staff in the evaluation and selection of a vendor.
All proposals were evaluated and scored, and the four vendors with the highest scores
were invited to demonstrate their software to the evaluation committee and other City staff.
In addition, a questionnaire was sent to at least two of each vendor's listed references and
the committee conducted conference calls with those references. Staff also conducted
eight site visits to other public agencies using document imaging software.
G:\2006 RCA\IS 06-001 AlphaCorp Agreement.doc -2- 12/15/2005 4:35 PM
REQUEST FOR ACTION
MEETING DATE: 1/3/2006
DEPARTMENT ID NUMBER:IS-06-001
The evaluation committee selected AlphaCorp's SIRE software as being the best overall
choice for the City of Huntington Beach's document imaging and document management
requirements.
Environmental Status: None
Attachment(s):
1. Software License, Services and Maintenance Contract between the
City of Huntington Beach and AlphaCorp, LLC, including Scope of
Services, Payment Schedule, Software License Agreement,
Maintenance Agreement, Product List, Acceptance Criteria and
Insurance Certificate.
G:\2006 RCA\IS 06-001 AlphaCorp Agreement.doc -3- 12/15/2005 4:35 PM
ATTACHMENT
#1
SOFTWARE LICENSE, SERVICES AND MAINTENANCE CONRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND ALPHACORP FOR
IMPLEMENTATION OF AN ELECTRONIC DOCUMENT MANAGEMENT SYSTEM
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY, and ALPHACORP, a Utah corporation, hereinafter referred to as "LICENSOR."
WHEREAS, CITY desires to engage the services of a software provider to implement an
electronic document management system; and
LICENSOR has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and LICENSOR as follows:
I . DEFINITION OF TERMS. It is the parties understanding that, within the limits of
common usage, a word in a contract means what the contract says it means. For purposes of this
Agreement, the following are defined terms:
A. The term "Licensed Programs" shall mean each LICENSOR -developed or
LICENSOR -owned software product, including machine-readable object code (not source code)
for such product, any user documentation for such product, and any other related materials which
are furnished to CITY by LICENSOR for use in connection with such product, as well as any
subsequent releases and error corrections for Licensed Programs previously licensed to CITY.
B. The term "Licensed Materials" shall mean any materials related to the Licensed
Programs including, without limitations, user's guides, technical guides, training materials,
LICENSOR guidelines and CITY support instructions provided for use in connection with the
Licensed Programs. (It is the CITY'S understanding that the term "Materials" is intended to be
broader in scope than "documentation" which is often employed in computer agreements as the
term "documentation" is deemed to be too limiting in scope).
C. The term "Licensed Programs and Materials" shall mean both the Licensed
Programs and Licensed Materials as defined above.
2. SCOPE OF SERVICES. LICENSOR shall provide all services as described in
the Scope of Services attached hereto as Exhibit "A," which is incorporated into this Agreement
by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT."
LICENSOR hereby designates Bruce Elliot, who shall represent it and be its sole contact
and agent in all consultations with CITY during the performance of this Agreement.
Immediately following approval of this Agreement by CITY, LICENSOR shall meet with
CITY to develop a detailed Implementation Plan that will serve as the day-to-day functional
document for the project. The Implementation Plan will further define the following elements of
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the PROJECT: Overview, Scope, Deliverables, Assumptions and Constraints, Project Team
Structure, Roles and Responsibilities, Communication, Risk and Asset Management, Milestones,
Work Breakdown Structure, Project Schedule, Technology Plan, Testing and Acceptance
Criteria and Closing Process. The Implementation Plan will be reviewed and approved by
CITY'S Executive Team for the PROJECT (identified as the Public Works Director, the City
Clerk and the Information Services Director) prior to the performance of any further work.
3. CITY STAFF ASSISTANCE. CITY shall assign a staff coordinator to work
directly with LICENSOR in the performance of this Agreement.
4. TERM; TIME OF PERFORMANCE. The services of LICENSOR are to
commence as soon as practicable after the execution of this Agreement by CITY (the
"Commencement Date"). All tasks specified in Exhibit "A" shall be completed no later than six
months from the Commencement Date of this Agreement. These times may be extended with
the written permission of CITY. The time for performance of the tasks identified in Exhibit
"A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the
PROJECT if mutually agreed to in writing by CITY and LICENSOR.
5. COMPENSATION. In consideration of the performance of the services described
herein, CITY agrees to pay LICENSOR pursuant to the payment schedule specified in Exhibit
"B," which is attached hereto and incorporated by reference into this Agreement, a fee,
including all costs and expenses, not to exceed One Hundred Seventy-six Thousand Eighty-
seven and 37/100 Dollars ($176,087.37).
6. EXTRA WORK. In the event CITY requires additional services not included in
Exhibit "A" or changes in the scope of services described in Exhibit "A," LICENSOR will
undertake such work only after receiving written authorization from CITY. Additional
compensation for such extra work shall be allowed only if the prior written approval of CITY is
obtained.
7. METHOD OF PAYMENT. LICENSOR shall be paid pursuant to the terms of
Exhibit "B."
8. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS.
LICENSOR agrees that title to all materials prepared hereunder, including, without limitation, all
original drawings, designs, reports, both field and office notices, calculations, maps, memoranda,
letters and other documents, shall belong to CITY, and LICENSOR shall turn these materials
over to CITY upon expiration or termination of this Agreement or upon PROJECT completion,
whichever shall occur first. These materials may be used by CITY as it sees fit. Notwithstanding
the foregoing, all rights in the Licensed Program not expressly granted to CITY are reserved to
LICENSOR. LICENSOR retains title to all copies of the Licensed Program; all training and
procedural materials developed by LICENSOR in conjunction with the Licensed Program; and
any additions and supplements to the Licensed Program which may be developed for CITY
through the reimbursed or unreimbursed efforts of LICENSOR employees or agents.
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9. HOLD HARMLESS AND INDEMNIFICATION -SOFTWARE. In the event of a
claim that the Licensed Programs constitute an infringement of a copyright or patent,
LICENSOR shall hold harmless and indemnify CITY and its officers, employees and agents,
from every claim or demand resulting there from. LICENSOR shall, at its own cost, risk and
expenses, defend any claim on behalf of CITY and its officers, employees and agents and satisfy
any judgment rendered against any of them, provided CITY:
(a) promptly notifies LICENSOR in writing of such claim at which time LICENSOR
may then be responsible for and conduct its own defense against said claim;
(b) gives LICENSOR sole control of the defense and settlement of the claim;
(c) provides LICENSOR, at LICENSOR'S expense, with all available information
and assistance relating to the claim and legal proceeding; and
(d) not compromise or settle such claim.
If such materials are found to infringe, or in the reasonable opinion of LICENSOR are likely to
be the subject of a claim, LICENSOR will, at its option:
(a) obtain for CITY the right to use such materials;
(b) replace or modify the materials so they become non -infringing; or
(c) if neither (a) nor (b) is reasonably achievable, remove such materials and refund
their net book value based on a straight-line basis over a five year period commencing on the
date the allegedly infringing item(s) were first delivered to CITY.
Licensor has no obligation to the extent any claim results from:
(a) modification of the materials other than at the direction of LICENSOR, or
(b) use of an allegedly infringing version of the materials, if the infringement could
have been avoided by the use of a different version made available to CITY.
THIS SECTION STATES LICENSOR'S ENTIRE OBLIGATION TO CITY AND CITY'S
SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT.
10. HOLD HARMLESS. LICENSOR hereby agrees to protect, defend, indemnify
and hold harmless CITY, its officers, elected or appointed officials, employees, agents and
volunteers from and against any and all claims, damages, losses, expenses, judgments, demands
and defense costs (including, without limitation, costs and fees of litigation of every nature or
liability of any kind or nature) arising out of or in connection with LICENSOR's (or
LICENSOR's subcontractors, if any) negligent performance of this Agreement or its failure to
comply with any of its obligations contained in this Agreement by LICENSOR, its officers,
agents or employees except such loss or damage which was caused by the sole negligence or
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willful misconduct of CITY. LICENSOR will conduct all defense at its sole cost and expense.
and CITY shall approve selection of LICENSOR's counsel. This indemnity shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as limitation upon the amount of indemnification to be provided by LICENSOR.
LICENSOR'S TOTAL LIABILITY TO CITY UNDER THIS AGREEMENT,
EXCLUDING LIABILITY FOR PERSONAL INJURY, DAMAGE TO REAL
PROPERTY AND TANGIBLE PERSONAL PROPERTY, AND LIABILITY PURSUANT
TO CLAIMS OF INFRINGEMENT, WILL BE LIMITED TO THE ACTUAL DAMAGES
INCURRED FOR THE PRODUCT OR SERVICE WHICH IS THE SUBJECT MATTER
OF THE CLAIM. IN NO EVENT WILL LICENSOR BE LIABLE TO CITY FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS,
GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT LICENSOR
HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.
11. INSURANCE.
A. Workers' Compensation And Employer's Liability Insurance.
Pursuant to California Labor Code Section 1861, CONSULANT acknowledges
awareness of Section 3700 et seq. of this Code, which requires every employer to be insured
against liability for workers' compensation; LICENSOR covenants that it will comply with such
provisions prior to commencing performance of the work hereunder.
LICENSOR shall obtain and furnish to CITY, workers' compensation and employer's
liability insurance in an amount of not less than the State statutory limits.
LICENSOR shall require all subcontractors to provide such workers' compensation and
employer's liability insurance for all of the subcontractors' employees. LICENSOR shall furnish
to CITY a certificate of waiver of subrogation under the terms of the workers' compensation and
employer's liability insurance and LICENSOR shall similarly require all subcontractors to waive
subrogation.
B. General Liability Insurance.
In addition to the workers' compensation and employer's liability insurance, LICENSOR
shall obtain and furnish to CITY, a policy of general public liability insurance, including motor
vehicle coverage. This policy shall indemnify LICENSOR, its officers, employees and agents
while acting within the scope of their duties, against any and all claims arising out or in
connection with this Agreement, and shall provide coverage in not less than the following
amount: combined single limit bodily injury and property damage, including
products/completed operations liability and blanket contractual liability, of One Million Dollars
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($1,000,000) per occurrence. If coverage is provided under a form which includes a designated
general aggregate limit, the aggregate limit must be no less than One Million Dollars
($1,000,000). This policy shall name CITY, its officers, elected or appointed officials,
employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any
other insurance coverage which may be applicable shall be deemed excess coverage and that
LICENSOR'S insurance shall be primary.
Under no circumstances shall said above -mentioned insurance contain a self -insured
retention, or a "deductible" or any other similar form of limitation on the required coverage.
12. CERTIFICATE OF INSURANCE. Prior to commencing performance of the
work hereunder, LICENSOR shall furnish to CITY a certificate of insurance subject to approval
of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;
the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. promise that such policy shall not be suspended, voided or canceled by either
party, reduced in coverage or in limits except after thirty (30) days' prior written notice;
however, ten (10) days' prior written notice in the event of cancellation for nonpayment of
premium.
LICENSOR shall maintain the foregoing insurance coverage in force until the work
under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate from
LICENSOR's defense, hold harmless and indemnification obligations as set forth in this
Agreement. CITY or its representative shall at all times have the right to demand the original or
a copy of the policy of insurance. LICENSOR shall pay, in a prompt and timely manner, the
premiums on the insurance hereinabove required.
13. INDEPENDENT CONTRACTOR. LICENSOR is, and shall be, acting at all
times in the performance of this Agreement as an independent contractor herein and not as an
employee of CITY. LICENSOR shall secure at its own cost and expense, and be responsible for
any and all payment of all taxes, social security, state disability insurance compensation,
unemployment compensation and other payroll deductions for LICENSOR and its officers,
agents and employees and all business licenses, if any, in connection with the PROJECT and/or
the services to be performed hereunder.
14. TERMINATION OF AGREEMENT. All work required hereunder shall be
performed in a good and workmanlike manner. CITY may terminate LICENSOR's services
hereunder at any time with or without cause, and whether or not the PROJECT is fully complete.
Any termination of this Agreement by CITY shall be made in writing, notice of which shall be
delivered to LICENSOR as provided herein. In the event of termination, all finished and
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unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its
property and shall be promptly delivered to it by LICENSOR.
15. ASSIGNMENT AND DELEGATION. This Agreement is a personal service
contract and the work hereunder shall not be assigned, delegated or subcontracted by
LICENSOR to any other person or entity without the prior express written consent of CITY. If
an assignment, delegation or subcontract is approved, all approved assignees, delegates and sub -
licensors must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove.
16. COPYRIGHTS/PATENTS. It is the CITY'S understanding that under the
Copyright Act of 1978, immediate and automatic copyright protection occurs upon completion
of a work in a tangible form. LICENSOR will mark all copies of the Licensed Programs and
Materials with a copyright notice indicating LICENSOR'S ownership. Placing of such copyright
notice shall not be deemed a publication or placement in the public domain. Any and all
modifications or enhancements made to the Licensed Programs and Materials shall become and
remain the sole property of the LICENSOR. Any such modifications or enhancements made by
LICENSOR shall be incorporated into the PROJECT and shall be supported by LICENSOR in a
manner consistent with support of the rest of the PROJECT.
17. DESIGNATION OF CONFIDENTIALITY. Confidential information shall mean
all matters relating to the CITY'S business, which are disclosed by CITY to LICENSOR
pursuant to the Agreement. All confidential information will be safeguarded and kept
confidential by LICENSOR during the term of the Agreement to the same extent that
LICENSOR safeguards confidential information relating to its own business. LICENSOR will
instruct its employees to use the same care and discretion with respect to the CITY'S confidential
information that they use with respect to the LICENSOR'S confidential information.
CITY acknowledges that the Licensed Programs and Materials contain proprietary and
confidential information. Any legal claims for disclosure of such information will treated by the
CITY pursuant to law, but the LICENSOR will be notified in advance of release of such
information and the LICENSOR, at its own cost, may challenge and defend any disclosure.
Information received by CITY under the Agreement will not be considered confidential if.
(a) The information was in CITY'S possession prior to the execution of the
Agreement and not designated as confidential in the LICENSOR'S Proposal;
(b) The information was legally acquired from third parties and did not originate with
LICENSOR or was in the public domain at the time it was disclosed;
(c) The information was independently developed by CITY;
(d) The information was disclosed to CITY by a third party with LICENSOR'S
approval.
19. CITY'S RIGHTS TO COPY LICENSED PROGRAMS. CITY shall not, without
prior written consent of LICENSOR, copy in whole or in part, the Licensed Programs and
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Materials provided by LICENSOR under the Agreement for other than the CITY'S need for a
copy of the Licensed Programs and Materials for back-up purposes or installation of System
under the provisions of this Agreement.
18. PROPRIETARY RIGHTS. To the extent that LICENSOR may provide CITY
with any Error Corrections or Enhancements or any other software, including any new software
programs or components, or any compilations or derivative works of the Licensed Programs
prepared by LICENSOR, CITY may (1) install copies of the Licensed Programs adequate to
serve the concurrent users specified in this Agreement, in the most current form provided by
LICENSOR, in CITY'S own facility; and (2) use such Licensed Programs in a manner consistent
with the requirements of the Agreement, for purposes of serving CITY'S business needs. CITY
may not use, copy, or modify the Licensed Program, or make any copy, adaptation, transcription,
or merged portion thereof, except as expressly authorized by LICENSOR. Except as otherwise
provided herein, the Licensed Programs are and shall remain the sole property of LICENSOR,
regardless of whether CITY, its employees, or contractors may have contributed to the
conception of such work, joined in the effort of its development, or paid LICENSOR for the use
of the work product. CITY shall from time to time take any further action and execute and
deliver any further instrument, including documents of assignment or acknowledgment that
LICENSOR may reasonably request in order to establish and perfect its exclusive ownership
rights in such works. CITY shall not assert any right, title, or interest in such works, except for
the non-exclusive right of use granted to CITY at the time of its delivery or on -site development.
19. PLATFORM PROTECTION. As long as the CITY maintains continuous
software support with the LICENSOR for the Licensed Programs, CITY shall have the right to
transfer the licenses (defined as the Project System acquired under this Agreement) to any new
hardware/platform environment then currently marketed and supported by the LICENSOR.
Transferring of Licensed Programs and Materials shall be done with no charge for licensing fees
to the CITY by the LICENSOR. CITY agrees to pay for any installation, data conversion and
retraining costs which shall not exceed the lesser of the hours required pursuant to this
Agreement for initial installation, data conversion and training or those charged to similar
CITY'S for similar tasks.
20. CITY EMPLOYEES AND OFFICIALS. LICENSOR shall employ no CITY
official nor any regular CITY employee in the work performed pursuant to this Agreement. No
officer or employee of CITY shall have any financial interest in this Agreement in violation of
the applicable provisions of the California Government Code.
21. NOTICES. Any notices, certificates, or other communications hereunder shall be
given either by personal delivery to LICENSOR's agent (as designated in Section 1 hereinabove)
or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage
prepaid, and depositing the same in the United States Postal Service, to the addresses specified
below. CITY and LICENSOR may designate different addresses to which subsequent notices,
certificates or other communications will be sent by notifying the other party via personal
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delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested:
TO CITY:
City of Huntington Beach
ATTN: Director of Information Services
2000 Main Street
Huntington Beach, CA 92648
TO LICENSOR:
AlphaCorp
3676 W. California Ave., Unit B100
Salt Lake City, UT 84104
ATTN: Jim Painter
22. CONSENT. When a party's consent/approval is required under this Agreement,
its consent/approval for one transaction or event shall not be deemed to be a consent/approval to
any subsequent occurrence of the same or any other transaction or event.
23. MODIFICATION. No waiver or modification of any language in this Agreement
shall be valid unless in writing and duly executed by both parties.
24. SECTION HEADINGS. The titles, captions, section, paragraph and subject
headings, and descriptive phrases at the beginning of the various sections in this Agreement are
merely descriptive and are included solely for convenience of reference only and are not
representative of matters included or excluded from such provisions, and do not interpret, define,
limit or describe, or construe the intent of the parties or affect the construction or interpretation
of any provision of this Agreement.
25. INTERPRETATION OF THIS AGREEMENT. The language of all parts of this
Agreement shall in all cases be construed as a whole, according to its fair meaning, and not
strictly for or against any of the parties. If any provision of this Agreement is held by an
arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such
holding shall not invalidate or affect the remaining covenants and provisions of this Agreement.
No covenant or provision shall be deemed dependent upon any other unless so expressly
provided here. As used in this Agreement, the masculine or neuter gender and singular or plural
number shall be deemed to include the other whenever the context so indicates or requires.
Nothing contained herein shall be construed so as to require the commission of any act contrary
to law, and wherever there is any conflict between any provision contained herein and any
present or future statute, law, ordinance or regulation contrary to which the parties have no right
to contract, then the latter shall prevail, and the provision of this Agreement which is hereby
affected shall be curtailed and limited only to the extent necessary to bring it within the
requirements of the law.
26. DUPLICATE ORIGINAL. The original of this Agreement and one or more
copies hereto have been prepared and signed in counterparts as duplicate originals, each of which
so executed shall, irrespective of the date of its execution and delivery, be deemed an original.
Each duplicate original shall be deemed an original instrument as against any party who has
signed it.
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27. IMMIGRATION. LICENSOR shall be responsible for full compliance with the
immigration and naturalization laws of the United States and shall, in particular, comply with the
provisions of the United States Code regarding employment verification.
28. LEGAL SERVICES SUBCONTRACTING PROHIBITED. LICENSOR and
CITY agree that CITY is not liable for payment of any subcontractor work involving legal
services, and that such legal services are expressly outside the scope of services contemplated
hereunder. LICENSOR understands that pursuant to Huntington Beach City Charter Section
309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for
payment of any legal services expenses incurred by LICENSOR.
29. ATTORNEY' S FEES. In the event suit is brought by either party to construe,
interpret and/or enforce the terms and/or provisions of this Agreement or to secure the
performance hereof, each party shall bear its own attorney's fees, such that the prevailing party
shall not be entitled to recover its attorney's fees from the non -prevailing party.
30. SURVIVAL. Terms and conditions of this Agreement, which by their sense and
context survive the expiration or termination of this Agreement, shall so survive.
31. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of California.
32. INCORPORATION OF EXHIBITS• INCONSISTENT PROVISIONS. This
Agreement includes the following Exhibits, all of which are incorporated herein by reference;
however, should there be any conflict between the terms of this Agreement and any of the
following Exhibits, then this Agreement shall control. If there should be any conflict between the
terms of any of the following Exhibits, they shall control in the following order of precedence:
Exhibit E: Acceptance Criteria
Exhibit A: Scope of Work
Exhibit B: Payment Schedule
Exhibit C: Software Product License Agreement
Exhibit D: Maintenance Agreement
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35. ENTIRETY. The parties acknowledge and agree that they are entering into this
Agreement freely and voluntarily following extensive arm's length negotiation, and that each has
had the opportunity to consult with legal counsel prior to executing this Agreement. The parties
also acknowledge and agree that no representations, inducements, promises, agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that patty's
behalf, which are not embodied in this Agreement, and that that party has not executed this
Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or
circumstance not expressly set forth in this Agreement. This Agreement, and the attached
exhibits, contain the entire agreement between the parties respecting the subject matter of this
Agreement, and supersede all prior understandings and agreements whether oral or in writing
between the parties respecting the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers on January 3, 2006.
ALPHACORP
A Utah corporation
CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California
By. Mayor
name
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President
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By: st�k S� A
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ITS: (circle one ecretary/Chief Financial Officer sst.
Secretary — Treasurer
APPROVED AS TO FORM:
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EXHIBIT A
SCOPE OF SERVICES
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
The following Scope of Services is to be provided to CITY by CONSULTANT for the
implementation of an Electronic Document Management System under this Agreement:
A. EDMS SOFTWARE
CONSULTANT shall perform all necessary work and management to implement a fully
operational EDMS Software Application for the City. The scope of work includes:
1. Contract Signing — Milestone 1
2. Project Kick -Off Meeting
3. Agreed upon Project Plan — Milestone 2
4. Review hardware set-up (Servers, Scanners) with CITY Information Services
5. Review Database installation with CITY Information Services
6. Construct all SIRE database tables
7. Install all required SIRE Software (Servers, Client and Scan Stations)
8. Set up the Test Server environment
9. Conduct SIRE System Administration Training — Milestone 3
City Clerk's Office
10. SIRE Specification Creation, Design and Cabinet Creation for City Clerk's office.
a. Define and configure Indexes
b. Implement Security on Cabinets and annotation layers
11. Conduct SIRE Application Administration Training
12. Conduct SIRE End User Training
13.,Conduct SIRE Capture Training — Milestone 4
14. Conversion of existing database — Milestone 5
Public Works Engineering Office
15. Conduct "Proof of concept" testing with Public Works Engineering (management of
engineering drawings) — Milestone 6
16. SIRE Specification Creation, Design and Cabinet Creation for Public Works
Engineering office.
a. Define and configure Indexes
b. Implementing Security on Cabinets and annotation layers
17. Conduct SIRE End User Training
18. Conduct SIRE Capture Training — Milestone 7
19. Conversion of existing Public Works Engineering database (5,000 TIFF images and
indexes) — Milestone 8
20. Project acceptance and completion — Milestone 9
Page 1
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
B. AGREED SOLUTION
Upon award of the "Notice to Proceed", CONSULTANT will schedule a kick off meeting
with the City. The meeting will be attended by the City's project key personnel and the
CONSULTANT Project Team.
The meeting will have the following objectives:
1. Identify Roles
2. Define Responsibilities
3. Review Milestones
4. Create Schedule
5. Identify Risks
6. Deliver Starter Kits for each department
7. Review Clerk's office Requirements
8. Review Public Works Engineering Requirements
CONSULTANT will prepare and deliver a Project plan that will include a Requirements
Specification Document (RSD) to the City as the deliverable from this session.
C. IMPLEMENTATION SCHEDULE
The project plan will be finalized at the time of the RSD.
Progress Meetings will be held weekly by conference call or on -site as appropriate.
Prior to each meeting, the CONSULTANT project manager will issue a progress report
to the City project manager. The report will cover progress made in the implementation
and on materials ordered, received and delivered.
An escalation path will be followed in case of slippage in the schedule. All schedule
achievement problems will be clearly identified in the progress report and the proposed
solutions discussed and documented in the status meetings.
D. ALLOCATION OF RESOURCES
Based on the agreed schedule, CONSULTANT will allocate personnel to ensure that all
deliverables are available according to the plan. A personnel plan will be part of the
RSD.
E. DELIVERY AND INSTALLATION
1. The City will purchase hardware and software for this implementation with
CONSULTANT's guidance. The City's responsibilities are:
a. Order servers and storage per CONSULTANT's specifications
b. Install server operating system as per CITY standards
c. Connect storage devices to the servers
d. Connect servers and storage to CITY network
e. Install the database software per CONSULTANT's recommendations
f. Include the servers as part of CITY backup routines
Page 2
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
2. SIRE Software installation
a. CONSULTANT will create all database tables necessary to run Filecenter,
Webcenter and Workflow
b. CONSULTANT will install and configure all SIRE services
c. CONSULTANT will test and validate the SIRE installation
3. SIRE capture will be installed and scanners will be configured to scan documents
into the system.
4. CONSULTANT will produce full Installation documentation for all components
installed.
F. DATA CONVERSION
City Clerk's Office:
Existing database in the City Clerk's office will be imported into SIRE.
CONSULTANT will work with CITY personnel to map existing data into SIRE.
CITY will be responsible for data interpretation and for any cleanup of the data. The
guidelines for cleaning up the data will be provided by CONSULTANT.
Public Works Engineering_
There are approximately 5,000 TIFF images that need to be imported and indexed into
SIRE. The indexes for these images are stored in an Access database.
CONSULTANT will work with CITY personnel to map the existing data to SIRE.
CITY will be responsible for data interpretation and for any cleanup of the data. The
guidelines for cleaning up the data will be provided by CONSULTANT.
G. TRAINING
CONSULTANT will provide on -site training. The training is divided into the following
categories:
1. System Administrator Training
a. System administrator
i. Database
1. Data backup / recovery
ii. Workstation installation and configuration
1. Installing FileCenter
2. Configuring Web Center
3. Configuring SIRE Capture
Page 3
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
2. Application Administrator Training
a. Records management
i. Using the records management interface to configure retention schedules
ii. Understanding retention capabilities
b. System configuration
i. Configuring cabinets
ii. Setting up indexes
iii. Setting up users (permissions)
iv. Setting up departmental administrators
1. Configuring annotations
2. Adding additional reports
c. Workflow
i. Workflow Configuration
ii. Workflow Publishing
ii. Workflow reports
d. Forms
i. Forms Creation
ii. Forms Deployment
3. End user training
a. Webcenter
i. Using Webcenter to find documents
ii. Using Webcenter to view documents
iii. Using Webcenter to view/respond to workflow tasks
iv. Using Webcenter to print and download documents
b. FileCenter
i. Using FileCenter to find documents
ii. Using FileCenter to View documents
iii. Using FileCenter to add documents and assign retention to documents
iv. Using FileCenter to view/respond to workflow tasks
v. Using FileCenter to Print and download documents
c. Capture
i. Scan documents
ii. Change scanner settings
iii. Quality check scanned images
iv. Index scanned images
v. Submit documents to SIRE
vi. Deal with potential errors
CONSULTANT will provide materials to facilitate the training of the end -users.
Page 4
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
J. IMPLEMENTATION SUPPORT
1. CONSULTANT will:
a. Provide 30-day production support with 2 days On -site.
b. Provide ongoing support. Telephone support is provided 5 days a week between
the hours of 8:00 a.m. and 5:00 p.m. Pacific Standard Time. Webex is also used
to address problems that cannot be resolved over the phone. Two software
releases are provided every year and installation support is provided using
Webex to help install these new releases. There is a SIRE users conference
held once a year where end users are able to give direction to the product
development team and talk with other end users about how they are using the
product.
2. CITY will:
a. Coordinate remote connectivity to the server(s) for CONSULTANT'S
designated contact. VPN service will normally be off until connectivity is
requested and will be shut off once the activity is completed.
b. Backup the servers on a schedule per CONSULTANT' recommendations.
c. Install OS patches per CONSULTANT's recommendations.
d. Apply database patches per CONSULTANT's recommendations.
e. Install necessary client software given installation documentation from
CONSULTANT.
f. Install necessary scanner hardware and software on client machines given
installation documentation from CONSULTANT.
g. In the event of an Application problem at the workstation, City will determine if
the workstation is operable with City standard software.
h. In the event of an application problem at the workstation, City will coordinate
with CONSULTANT.
K. BACKFILE CONVERSION SERVICES
Backfile conversion services are not included as part of this proposal. CONSULTANT
has provided options as part of the RFP for backfile conversion services as required by
CITY. These options include but are not limited to:
1. Backfile scanning services
2. Indexing of scanned documents
3. Importing of scanned documents into SIRE
Page 5
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
L. MILESTONE SCHEDULE
Milestone 1 - Contract Signing
Duration
Event
Resources Name/Location
1 Day
1. Notice to proceed Contract Signing)
Project Team
Milestone 2 — Design Phase
Duration
Event
Resources Name/Location
1 Day
1. Review Initial Project Plan
Project Team
2. Conduct Project Kick -Off Meeting
3. CONSULTANT Project Team meets with
City to review the project requirements
4. Discussion includes an in-depth review of
the City's requirements, conversion
needs, retention schedule, system
configuration, index specifications,
cabinet structure, integration and
workflow etc.
5. Discuss Hardware specifications and
layout
22 Days
1. Order and receive hardware
CITY — IS Department
5 Days
1. CONSULTANT updates the project plan
CITY - Project Manager
according to the results of the Kick -Off
CONSULTANT
meeting.
Project Manager, Business Analyst
4 Days
1. Requirement Specification Document
Project Team
(RSD) delivered for the City's review.
2. Work with City on any questions or
changes
1 Day
1. CONSULTANT and the City sign the
CONSULTANT
project plan and RSD indicating mutual
CITY
approval.
Milestone 2 deliverable: Project Plan to include RSD
Milestone 3 — Software Delivery and Installation
Duration
Event
Resources Name/Location
5 Days
1. Receive and Configure hardware
CITY — IS Department
1 Day
1. Review the Hardware Set-up (servers and
CITY - IS Department
scanners)
CONSULTANT
Installation Specialist
2 Days
1. Install SIRE Software on Servers
CITY - IS Department
2. Install SIRE Software on Scan Stations
CONSULTANT
3. Install SIRE Software on Clients
Installation Specialist
2 Days
1. Install and Configure Test environment
CITY - IS Department
CONSULTANT
Installation Specialist
1 Day
2. Test and validate the Software Installation
CITY - IS Department
CONSULTANT
Installation Specialist
2 Hours
1. Administrator system training (Tech)
CITY - IS Department
CONSULTANT
Installation Specialist
Milestone 3 deliverable: Software test plan and results
Page 6
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
Milestone 4 — Training and Deployment, City Clerk's Office and Information Services
Duration
Event
Resources Name/Location
2 Days
1. Cabinets are configured and set up for the
CITY — IS Department
according to the RSD
1 Day
1. Functional Test - Test System Installation a
CITY - IS Department
address any issues
CONSULTANT
Installation Specialist
2 Days
1. Administrator application (BA, Super
CITY - IS Department
User)
CONSULTANT
Installation Specialist
2 Days
End user training
CITY - End Users
1. Webcenter
CONSULTANT
2. FileCenter
Training Specialist
1 Day
Scanner Training
CITY - Scanning Personnel
1. SIRE Capture
CONSULTANT - Training Specialist
Milestone 4 deliverable: Training Documentation and Installation documentation
Milestone 5 — Data Conversion — City Clerk's Office
Duration
Event
Resources Name/Location
2 Days
1. CONSULTANT works with CITY to map
CITY - IS Department
existing database to SIRE
CONSULTANT
Installation Specialist
1. Import database fields into SIRE
CITY - IS Department
CONSULTANT
Installation Specialist
1. System Test — Application and conversion
CITY
2. Load testing — the system is tested by
IS Department
logging on with all licenses and retrieving
CONSULTANT
and using the system.
Installation Specialist
Milestone 5 deliverable: Conversion test plan and results
Milestone 6 — Proof of Concept Validation — Public Works Engineering
Duration
Event
Resources Name/Location
2 Days
1. Conduct "Proof of concept" testing with
CITY — IS Department, Public
Public Works Engineering (management
Works Engineering
of engineering drawings)
CONSULTANT
Applications Engineer
Milestone 6 deliverable: Proof of concept acceptance document
Page 7
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
Milestone 7 — Training and Deployment — Public Works Engineering
Duration
Event
Resources Name/Location
1 Days
1. Cabinets are configured and set up for the
CITY — IS Department
according to the RSD
1 Day
1. Functional Test - Test System Installation a
CITY -1S Department
address any issues
CONSULTANT
Installation Specialist
1 Day
End user traininq
CITY - End Users
1. Webcenter
CONSULTANT
2. FileCenter
Training Specialist
1 Day
Scanner Training
CITY - Scanning Personnel
1. SIRE capture
CONSULTANT
Training Specialist
Milestone 7 deliverable: Training Documentation and Installation documentation
Milestone 8 — Data Conversion — Public Works Engineering
Duration
Event
Resources Name/Location
2 Days
1. CONSULTANT works with CITY to map
CITY - IS Department
existing access database to SIRE
CONSULTANT
Installation Specialist
1. Import database fields into SIRE and move
CITY - IS Department
existing images
CONSULTANT
Installation Specialist
1. System Test — Application and conversion
CITY - IS Department
2. Load testing — the system is tested by
CONSULTANT
logging on with all licenses and retrieving
Installation Specialist
and using the system.
Milestone 8 deliverable: Conversion test plan and results
Milestone 9 - Final Acceptance
Duration
Event
Resources Name/Location
10 Days
1. Final System Acceptance occurs 30
calendar days aftergo-live.
Project Team
Milestone 9 deliverable: Final System Acceptance Document
Page 9
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
M. FEE SCHEDULES
Quantity Description F Unit Price I Extended Price
Hardware to be provided by City of Huntington Beach
20
ISIRE Imaging Software Client Licenses
$1343.80
$26,876.00
$4837.68
Document Imaging Management:
2
Ad Hoc Scanning
$2,995.00
$5,990.00
$1,078.20
Batch Scanning
Included
Ad Hoc & Batch large Format
Included
Batch Indexing
Included
Release
Included
Batch Management and Admin
Included
Batch Management/Admin
Included
Document Management
Included
Records Management
Included
Rules -based Workflow
Included
Additional:
1
API/Developer Toolkit
$12,995.00
$2,339.10
Other: (describe in detail)
1
Web Intra or Internet Client or Web Server —100
concurrent users
$26,995.00
$4,859.10
1
Online Forms Management
$4,995.001
$899.10
Sub -Total Software
$77,851.001
$14,013.18
1 4lConvert City Clerk Database and associated images 1 $1,250.001 $5,000.001
1 1 Sub -Total Data Conversion 1 1 $5.000.00
1
Set Up Test Server
$1,250.00
$1,250.00
2
Create Design Analysis and Specification
Document
$1,250.00
$2,500.00
4
SIRE specification & Cabinet creation, Install
$1,250.00
$5,000.00
1.5
Install SIRE Server Module
$1,250.00
$1,875.00
1
Install Scanners
$1,250.00
$1,250.00
Training
3
SIRE Administration Training (3 Days)
$1,250.00
$3,750.00
1.5
SIRE End User Training (1.5 Days)
$1,250.00
$1,875.00
1
SIRE Capture and Scanning Training (1 Day)
$1,250.00
$1,250.00
Project Management
3.5
Site evaluation and project plan definition,
Design documentation
$1,450.00
$5,075.00
Sub -Total Services
23,825.00
One Year Software Maintenance (subsequent to 90-day $14,013.18
warranty provided at installation
Sub -Total Maintenance $14,013.18
Page 9
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
3
Travel: Airfare (Per trip)
$290.00
$870.00
13
Per Diem: Daily expense for lodging, car, meals (Per day)
$200.00
$2,600.00
Sub -Total Expenses
$3,470.00
Description I Unit Price I Extended Price
Hardware to be provided by the City of Huntington Beach
ick Scanning and indexing of 40,000 drawings to be I $38,000.00
ntracted separately
5
ISIRE Imaging Software Client Licenses
$1,343,80
$6,719.00
$1,343.80
Document Imaging Management:
1
Ad Hoc Scanning License
$2,995.00
$539.10
Batch Scanning
Included
Ad Hoc & Batch large Format
Included
Batch Indexing
Included
Release
Included
Batch Management and Admin
Included
Batch Management/Admin
Included
Document Management
Included
Records Management
Included
Rules -based Workflow
Included
Sub -Total Software
1 $9,714.001
$1,882.90
4
,,..
Public Works Application Prototyping
$1,250.00
$5,000.00
4
Database Conversion
$1,250.00
$5,000.00
Sub -Total Conversions and Interfaces
$10,000.00
Page 10
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH (CITY) AND AlphaCorp (Consultant)
EXHIBIT A- SCOPE OF SERVICES
1
y _..
Set Up Test Server
$1,250.00
$1,250.00
2
Design Analysis and Specification Document Creation
$1,250.00
$2,500.00
4
SIRE specification & Cabinet creation, Install
$1,250.00
$5,000.00
1.5
Install SIRE Server Module
$1,250.00
$1,875.00
1
Install Scanners
$1,250.00
$1,250.00
Training
1.5
SIRE End User Training (1.5 Days)
$1,250.00
$1,875.00
1
SIRE Capture and Scanning Training (1 Day)
$1,250.00
$1,250.00
Project Management
3.5
Site evaluation and project plan definition, design
documentation
$1,450.00
$5,075.00
Sub -Total Services
20,075.00
,,.::
�. n.
One Year Software Maintenance (subsequent to 90-day
warranty provided at installation
EMim
$1,748.52
Sub -Total Maintenance
$1,748.52
\
�.
Travel: Airfare (Per trip)
$290.00
g f;
$870.00
3
13
Per Diem: Daily expense for lodging, car, meals (Per day)
$200.00
$2,600.00
Sub -Total Expenses
$3,470.00
M
Software
$9,714.00
7.75% Sales Tax on Software
$752.84
Services
$20,075.00
Data Conversion and Interface Prototype
$10,000.00
Annual Maintenance
$1,882.90
Expenses
$3,470.00
Page 11
EXHIBIT B
PAYMENT SCHEDULE
Professional Services Agreement between the City of Huntington Beach (CITY) and AlphaCorp, LLC (Consultant)
EXHIBIT B - PAYMENT SCHEDULE
Page 12
EXHIBIT C
SOFTWARE PRODUCT LICENSE AGREEMENT
AlphaCorp
Agreement Number.
SOFTWARE PRODUCT LICENSE AGREEMENT
This Agreement, effective as of this, day of ��, between AlphaCorp., (hereinafter referred to as "Licensor") and City of Huntington Beach referred to
as "Licensee").
RECITALS
WHEREAS, Licensor has prepared and will prepare certain computer software programs; and holds proprietary rights in certain computer software programs; and
WHEREAS, Licensee is desirous of using said computer software, programs, subject to the restrictions and limitations set forth herein,
NOW, THEREFORE, in consideration of the covenants and conditions set forth below, the parties hereto agree as follows:
1. GRANT OF LICENSE
a. Licensor, and/or third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Software Product.
b. Licensor grants to Licensee a non-exclusive, non -transferable license to use each Software Product(s), or portions thereof, in Object Code form only, on
the Designated CPU. Nothing in this Agreement is intended to transfer to Licensee any rights in said Software Product, except for the right to use as set
forth herein.
2. CONSIDERATION As consideration for the license of the Software Product granted in Article 2, Licensee shall pay Licensor the License Fee set forth in the sales
agreement.
3. TERM OF AGREEMENT The term of this Agreement shall commence upon the execution of this Agreement and shall terminate upon the Licensor's prior
written notice, or default by licensor or Licensee as may be set forth in other provisions of this Agreement.
Upon termination, Licensee shall immediately return the Software Product and all copies thereof to Licensor, and within five (5) days of termination, Licensee
shall deliver a written certification to Licensor certifying that it no longer has custody of any copies of the Software Product.
In no event shall any action or inaction by Licensor or Licensee constitute a waiver of any rights or remedies provided by law.
4. TITLE The original and any copies of the Software Product, in whole or part, including Licensor -supplies translations, compilations, partial copies, modifications
and updates, are the property of Licensor (or with regard to third party software, the property of the third party).
5. DEFAULT In the event that Licensee or Licensor fails to observe or perform any provisions of this Agreement, and if such default is not cured within thirty (30)
days after Licensee of Licensor gives the other party written notice thereof, the party not in default may terminate this Agreement upon written notification to the
defaulting party. In no event shall an action or inaction by Licensor or Licensee constitute a waiver of any rights or remedies provided by law.
6. COPYING THE SOFTWARE Licensee may make copies of the Software Product in Object Code form only solely for use by Licensee for backup or archival
purposes or for placing the Software Product in a form for execution on the Designated CPU. Licensee agrees to maintain records of each copy of the Software
Product, and upon request, such record will be provided to Licensor. All copies, or portions thereof, must bear any proprietary notice which may appear on the
Software Product copy furnished by Licensor under this Agreement.
7. COPYRIGHTITRADE SECRET PROTECTION Licensee agrees to place a copyright/trade secret notice in a form specified by Licensor on all copies of the
Software Product which have been reproduced by Licensee in accordance with the provisions of Article 6.
8. RIGHT TO BACKUP CPU Licensee may by written notice identify a Backup CPU by manufacturer, model number, serial number and installation site. Licensee
shall have the right to transfer the license granted hereunder to such Backup CPU when the Designated CPU is temporarily inoperable.
9. SECURITY Except as may be provided otherwise in this Agreement, Licensee shall not, without the express written consent of Licensor, provide, disclose, or
otherwise make available the Software Product, or copies thereof, to any third party. Licensee shall take appropriate action by instruction, agreement, or otherwise
with those of its employees and third party agents having access to the Software Product to restrict and control the use, copying, modification, disclosure, transfer,
protection, and security of such Software Product in accordance with the provisions of this Agreement.
10. CONFIDENTIALITY Licensee shall keep the Software Product confidential within its own organization to the maximum extent reasonably possible. The
confidentiality provisions of this Agreement shall continue in effect between the parties regardless of whether or not licensee has returned the Software Product to
Licensor. Provided, however, that Licensee's obligations hereunder shall not apply to any Software Product if:
a. Such Software Product is already in or falls into the public domain through no act or omission on the part of the Licensee, its Directors, Officers,
Employees, or Agents; or
b. Such Software Product shall have been published or hereafter otherwise made available to the public generally by Licensor; or
C. Licensee obtains such Software Product from a third party in a manner which does not violate any obligations to Licensor.
11. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT Licensor shall defend, at its expense, and claim or suit brought against Licensee alleging
that the Software Product furnished hereunder infringes a United States Patent, Copyright or Trade Secret, and shall pay all damages and attorney fees finally
awarded, provided that Licensor is given prompt written notice of such claim, sole authority to defend or settle the claim, and full cooperation by Licensee.
In the defense or settlement of the claim, Licensor may obtain for Licensee, at Licensor's expense, the right to continue using the Software, Product, replace or
modify the Software Product so that it becomes non -infringing, or if such remedies are not reasonably available, accept return of the Software Product for a refund
on a three-year amortized schedule, providing return of two thirds (2/3) of the license Fee during the first year, and one third (1/3) of the License Fee during the
second year, with no monies being returned during the third year.
Licensor shall not have any liability if the alleged infringement is based upon the modification of the Software Product or the use or sale of the Software
Product in combination with other software of devices where infringement would not have occurred from the normal use of the Software Product.
12. WARRANTY Licensor warrants that the Software Product delivered pursuant to this Agreement shall conform to Licensor's written specifications. Licensor's
obligations under this warranty are limited to making the revisions of replacements in a reasonable period of time to correct deficiencies identified in writing by
Licensee within ninety days from the effective date of this Agreement.
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH
RESPECT TO THE SOFTWARE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALPHACORP OR ITS
SUPPLIERS BE LIABLE FOR ANY DAMAGES IN EXCESS OF LICENSEE'S ACTUAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS
ALPHACORP PRODUCT. IN NO EVENT WILL LICENSOR BE LIABLE TO CITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES.
13. RESTRICTIONS ON USE Licensee may utilize the Software Product to perform its own work and work of is customers. However, Licensee is not granted the
right to utilize the Software Product in the capacity of a service bureau. Licensee agrees not to reverse engineer, decompile or otherwise attempt to derive source
code from the Software Product.
14. MODIFICATIONS Licensee shall have the right to modify the Software Product, Ownership of such modifications shall vest in Licensee, provided nothing in
such modifications incorporates the Licensor's Software Product which shalt be subject to all other terms of this Agreement. Licensee will not claim as its property a
re -implementation of Licensor's Software Product.
15. SEVERABILITY In the event any term, condition or provision of this Agreement is determined to be void, invalid, illegal or unenforceable, it shall, only to that
extent, be deemed stricken, However, all other provisions shall remain and constitute the Agreement between the parties.
16. ASSIGNMENT Except as set forth hereinafter and in Article 4, this Agreement may not be assigned, sublicensed, or otherwise transferred without the prior written
consent of Licensor, which consent shall not be unreasonably withheld. This Agreement shall be binding upon any assignee of Licensee.
17. LIMITATION OF REMEDY Licensee agrees that the Licensor's sole liability in contract, tort or otherwise arising out of or in any way connected with each
software Product hereunder for damages shall not exceed Licensee's actual damages.
18. CHOICE OF LAW/CHOICE OF FORUM Both parties hereby agree that, irrespective of the place of making or place of performance of this Agreement, this
Agreement shall be exclusively governed and interpreted according to California Law, both Statutory and Decisional, and further, no action, suit, or proceeding shall
be commenced, maintained, or prosecuted other than in California in a court of competent jurisdiction.
19. EXPORT RESTRICTIONS Licensee agrees not to transmit the Software Product outside the country of purchase without the prior written approval of Licensor.
This Agreement is subject to any laws, regulations, orders. Or other restrictions on the export of the Software from the United States or agencies thereof (including
the United States Department of Commerce).
20. NOTICES All written notices to be given hereunder whether pursuant to this Agreement or a provision of law, shall be either delivered in person, by prepaid
telegraphic means, or by the United States mail, postage prepaid, Notices shall be addressed as follows:
TO LICENSOR: AlphaCorp
3676 W. California Ave., Unit B100
Salt Lake City, UT 84104
ATTENTION: Jim Painter
TO LICENSEE: City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
ATTENTION: Jack Marshall, Information Services Director
or at such other place as may be designated from time to time in writing.
GENERAL a. Licensee and Licensor agree to take reasonable steps to comply with all applicable Local, State and Federal laws and Executive Orders and
regulations issued pursuant to thereto.
b. This agreement must not be deemed or construed to be modified, amended, rescinded, cancelled or waived in whole or in part, except by written Amendment
signed by the parties hereto.
C. Licensor shall not be liable for delays in any of its performance hereunder due to causes beyond its reasonable control, including, but not limited to acts of God
or strikes.
d. No waiver of any rights caused by breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the
same or any other provisions hereof and no waiver shall be effective unless made in writing.
Licensee and Licensor acknowledge that they have read the terms and conditions of this Agreement they understand all such terms and conditions and that they agree to
be bound thereby.
ALPHACORP:
(Signature) (Signature
(Please Print) (Please Print)
(Title) (Title)
City Eof Huntingt n Beach
(N of 'cense )
1�27
Be�/
y:_
( ignature)
Jack Marshall
(Please Print)
Information Services Director
(Title)
EXHIBIT D
MAINTENANCE AGREEMENT
MAINTENANCE AGREEMENT
AlphaCorp
3676 W. California Ave., Unit B100 Salt Lake City, UT 84104 (801) 977-8608
This Maintenance Agreement is made by and between Alpha Numeric Solutions,
hereafter referred to as "ALPHACORP", and: SERVICE NUMBERS.
CUSTOMER AND PRINCIPAL ADDRESS
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
hereafter referred to as "Customer". Under this Agreement, ALPHACORP shall
maintain the following Product, at the rates shown:
PRODUCT AND CHARGES
See Scope of Work
and on any attached schedule(s), hereafter called "the Product" according to the
maintenance services set forth in the following "Terms and Conditions"
* Product - is defined as equipment and/or software as applicable
TERMS AND CONDITIONS
TERM. The initial term of this Agreement is for a period of 1 year(s) from the
effective date of December 16, 2005. Upon expiration of the initial term of the
Agreement, it shall be deemed renewed with the same terms and conditions for
further successive periods of 5 year(s) unless either party has given the other
party written notice not less than thirty (30) days prior to the expiration of the
initial term or subsequent renewal term(s).
CHARGES. The charges for the maintenance described hereunder, are the total
of the charges listed above and on any attached schedule(s). ALPHACORP shall
invoice the Customer on the anniversary date, and the Customer shall pay the
aggregate to ALPHACORP within ten (10) days of the date of each invoice.
ALPHACORP has the right to increase maintenance charges at each anniversary
or the effective date, by an amount not exceeding 5 percent of the total
maintenance agreement. Written notice of such increase shall be given to the
customer not less than thirty (30) days before the anniversary of the effective
date. In addition, the Customer shall pay all federal, state, or local taxes on the
services rendered or parts supplied.
SERVICE HOURS. When software is covered by this agreement, the
maintenance agreement provides for unlimited telephone software support. If
the customer request on site support the customer will be billed at ALPHACORP
established service rates plus expenses. ALPHACORP shall provide
maintenance service as expeditiously as possible after notice from the Customer
that the Product is inoperable. Service may be obtained during maintenance
center office hours which are 8:00 AM to 5.00 PM daily (Mountain time),
Monday through Friday, excluding public holidays. Service at times other than
during maintenance center hours, shall be furnished upon the Customers request
and at ALPHACORP's established charges for labor and travel in effect at the
time such service is performed.
SERVICE NOTIFICATION. The Customer shall notify ALPHACORP of
suspected Product malfunction, by calling ALPHACORP service and identifying
the problem and symptoms. Notification may be made to ALPHACORP via
telephone, or fax, at the service numbers listed below. Prior to ALPHACORP
dispatching a technician, the Customer may be asked to assist in performing
certain simple diagnostic procedures.
PARTS COVERED. ALPHACORP shall replace components of the Product
when such replacement is made necessary solely through the normal proper use
as determined by ALPHACORP. This replacement excludes operating supplies,
such as, but not limited to, paper, toner, ribbons and other expendables.
ALPHACORP shall render services solely to the Product listed and shall not be
r ponsi for pet%yorks or other facilities to which the Product is co ected.
CWOMER ACCEPTANCE ' 'DATE
Telephone: (801) 977-8608
Fax: (801) 977-8775
E — mail support@A1phaCorp.cc
RIGHT TO SUBCONTRACT. ALPHACORP shall have the right to
subcontract maintenance services to any qualified agent.
PLACE OF USE. The Customer shall provide a suitable, clean location for the
installation and operation of the Product, including adequate surge protection on
the electrical supply source.
RISK OF LOSS. This Agreement does not cover service, maintenance or repair
necessitated by loss or damage resulting from any cause beyond the control of
ALPHACORP, including, but not limited to loss or damage due to fire, water,
lightning, earthquake, riot, unauthorized service or modifications, theft, or any
other cause originating outside the Product. With respect to any loss or damage,
ALPHACORP shall submit to the Customer a description of the work to be done
and request the Customer's consent to restore the Product to normal operating
condition at ALPHACORP's rates. If the Customer does not agree to restore
Product to normal operating condition, ALPHACORP shall have the right to
terminate its obligations under this Agreement.
PERFORMANCE. ALPHACORP shall exercise its best efforts in performing
services covered under this Agreement, but shall not be liable for damages, direct
or otherwise, for failure to perform services at a location deemed hazardous to
health or safety or arising out of delays or failure in furnishing parts or services
caused by Acts of God, Acts of Government, labor disputes or difficulties, failure
of transportation, or other causes beyond its control, or for any consequential
damage whatsoever.
LIABILITY. ALPHACORP shall not be responsible, nor incur liability of any
kind, nature or description to the Customer, its agents or employees or any other
firm or corporation, whether direct or consequential, for any damages in excess
of Customer's actual damages in event of failure or fault in condition or
operation of the Product or for errors of omission in the transmission or display
of information arising from the actual or alleged use of operation of the Product.
ALPHACORP'S LIABILITY. ALPHACORP shall procure and maintain in
full force and effect at all times during the performance of on -site maintenance
under this Agreement, Workmen's Compensation Insurance. ALPHACORP
personnel shall comply with, all reasonable rules and regulations in effect at the
Customer site.
DEFAULT. In the event of payment default by the Customer, ALPHACORP
shall he entitled to collect interest and collection costs, including court costs and
reasonable attorneys fees. In the event of default by the Customer in any term or
condition herein, ALPHACORP may, at its option, refuse service or terminate its
obligations under this Agreement.
NOTIFICATION. Any notice required herein shall be in writing and shall be
deemed given if mailed or delivered to the other party at its last known mailing
address.
WAIVER. This instrument contains the entire Agreement of the parties. It
cannot be changed, altered or modified orally. All changes or modifications must
be in writing by the parties hereto.
TAX. The customer is responsible for any and all tax.
TELEPHONE SUPPORT. Technical support includes telephone consultations
when the customer has problems or questions that can be resolved over the
telephone. The customer has the right to telephone ALPHACORP for technical
assistance in using the software.
SOFTWARE SUPPORT. The customer will supply the conditions and data
which caused the malfunction and help reproduce the failure. The following
services when checked are part of the software maintenance agreement:
Initials Initials
_Telephone Support
_Bug fixes and Updates _Software Upgrades
(ie 2.31 to 2.32) lie 2.32 to 4.0)
A RP AC CE DATE
Maintenance Product List and Charges
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City Clerk's Office
20
Application software — User Licenses
$4,837.68
2
Capture Licenses
$1,078.20
1
API Developer Toolkit
$2,339.10
1
Web Intra or Internet Client or Web Server — User License
$4,859.10
1
Online Forms Management
$899.10
Public Works
5
Application software — User License
$1,343.80
1
Capture License
$539.10
Total......................................................................................................
$15,896.08
SalesTax.................................................................................................
TotalMaintenance.......................................................................................
EXHIBIT E
ACCEPTANCE CRITERIA
Professional Services Contract between the City of Huntington Beach (CITY) and AlphaCorp (Consultant)
EXHIBIT E — ACCEPTANCE CRITERIA
City Clerk's Office Acceptance Criteria
Clearly demonstrate the successful conversion of existing information maintained
in the City Clerk's Records Management, Legislative History, and Deeds
Database, including the metadata, indices and attached images. Methods of
demonstration would include summary or diagnostic reporting, and random
searches.
2. Verify that the performance of all components is properly functioning by running
five (5) example documents, from capture to destruction, including a rules -based
workflow that will prompt reporting or emailing notification for processes, such as
the change of a retention schedule. The example documents will be provided by
the City Clerk's staff and will be a true representation of those currently
processed.
3. Demonstrate functionality of all components not already captured such as the
use of API and Forms Management for IS approval.
Public Works Proof of Concept and Acceptance Criteria
1. SCANNING
a. Scan 24" x 36" Mylar, sepia, blue -line, and black -line plans at a 1-1 scale,
and image must be legible. (Image is actual size of Mylar, sepia or blue -
line.)
b. Rotate image from 00-900 to de -skew image and change from portrait to
landscape.
c. Enhance or de -speckle image.
d. Automatically crop the image based upon the actual size of the image.
e. Able to scan colored pencil/pen. (red, green, etc.)
f. Adjust scan resolution, manually and automatically based upon the
document.
g. Import external images into the indexing queue, as if they were scanned.
2. INDEXING
a. Index image (plan) sets as individual sheets and link them into a set or
book. Each sheet has unique index values, except for the title sheet that
contains all of the values indexed for the sheets within the set.
b. Ability to index on multiple street names, to create a one to many type of
relationship, without the values being in an external text file. The street
names are selected from a database list. (Approx. 2,900 street names.)
c. Ability to index on multiple intersections, to create a one to many type of
relationship, without the values being in an external text file. The
intersections are selected from a database list.
Professional Services Contract between the City of Huntington Beach (CITY) and AlphaCorp (Consultant)
EXHIBIT E — ACCEPTANCE CRITERIA
d. Ability to index on multiple City facilities, to create a one to many type of
relationship, without the values being in an external text file. The facility
names are selected from a database list. (i.e. Warner Fire Station, Bolsa
Chica State Beach, Hamilton Bridge, Central Library, etc.)
e. Ability to index on all utilities and/or plan types. (Many plans contain
multiple items that are being constructed, i.e. Water, Sewer, Storm Drain,
Street, and grading improvements.)
f. Ability to index all applicable contract numbers. (Some have multiple
contract numbers due to funding sources, i.e. CC-1154, STPL-5181(141).)
g. Ability to index sheet numbers for each plan, and when retrieved as a set,
the set stays in order. (There might be 19 sheets in a set, and the sheets
would be numbered T, C-1 thru C-5, M-1 thru M-10, E-1 thru E-3, etc.)
h. Ability to index Assessment Districts, from a selection/database list.
i. Index the plan title and miscellaneous information on the plan title block.
(i.e. address, location, limits, district, date approved, media, etc.)
j. Ability to index all applicable tract numbers. (Some plans have multiple
tract numbers, i.e. 4773, 4850.)
k. Define the plan type. (i.e. Tract Improvement, Parcel Map, Record of
Survey, Recorded Tract Map (Misc. Maps), etc.)
I. Index by Parcel Map number.
m. Index book and page on applicable recorded parcel maps.
n. Index by Record of Survey number.
o. Define the physical location of the plan. (i.e. filing cabinet number, optical
card, etc.)
p. Ability to create new index fields or one to many type of relationships
without the values being in an external text file, used for index fields as
required for additional values.
q. Ability to have tables used for specific values (i.e. street names), which
can be edited, that are used to populate index values for each plan
(image).
r. Replace any image without creating a revision or another document/plan
from the first. This feature will need to be available after the document is
indexed and committed to the repository.
s. Copy or transfer previous index values from one document to another.
(Useful when sheets/plans have the same street names, utilities, etc. and
are individual pages within a set.
3. SEARCHING
a. Street Name
b. Intersecting streets and/or intersection number.
c. Tract Number
d. Facility Name
e. Plan Types
f. Contract Number
g. Assessment District
h. Parcel Map Number
Professional Services Contract between the City of Huntington Beach (CITY) and AlphaCorp (Consultant)
EXHIBIT E —ACCEPTANCE CRITERIA
i. No Boolean searching of indexed fields. A search for "Beach Blvd." would
not return "Newcomer Beach Blvd", or any name that contains either
"Beach" or "Blvd."
j. Ability to refine or have an advanced search on all of the searches listed
above returned set, based upon any information indexed but not searched
upon. (i.e. After conducting a street search, an advanced search would be
conducted for a specific utility or plan type, plan date, additional streets or
intersections, or district, etc.)
k. Ability to restrict documents from public view. (Critical facility drawings,
etc.)
4. RETRIEVAL, VIEWING & PRINTING
a. Ability when viewing the image, to see if it is part of a plan set.
b. Ability to page through a plan set.
c. Place an individual sheet or sheets/set into a user -specific print batch from
the search results that a designated operator can release. (Public kiosk
use.) The operator should also be able to modify the user -specified print
batch before sending it to the printer.
d. Thumbnail view option
e. Image viewing manipulation including: zooming, panning, rotating, etc.
f. Search results that can be returned to after viewing sheet/image or paging
through set.
g. Ability to print engineering drawings at the actual size of the plan, and with
no reduction of the image / drawing to fit the printout paper.
IV? V:J(LVV:J 10. VY fNft oV ID 101 IJ
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AC -OM. CERTIFICATE OF LIABILITY INSURANCE OP ID C4_--- DATE(M)WOCNI"
L>xHk-3 08 29 05
PRODUOER THIS CERTIFICATE iS ISSUED AS A MATTER OF INFORMATION
��' /b ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
American Zna & Investment Corp (?,Y1 IC,r4.- HOLDER. This CERTIFICATE DOES NOT AMEND, EXTEND OR
448 South 400 East ALTER THE COVERAGE AFFORDED BY THE POLIM BELOW.
Salt Lake City UT 84111 /
Phone:801-364-3434 Fax:801-355-5234 to IN8i/RER8AFFORpIMGCOVERAGE NAIL#
INSURED INSURERA; ENC Insurance Companies i
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Salt Lake City UT 4104 ---- — --
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INWREP NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMiNT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OH
MAY PERTAIN, THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSiON14 AND CONOIY"S OF 5U--H
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
T SR TYPEINSURANCE POLICY NVM V DATE IWWPDNV) I DATE (KWoor. LiMITV
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DESCRIPTION OF OPERATIONS! LOCATIONS I VEMCLES I WLE13IMS ADDED BY ENDORSEMENT y SPECIAL PROVISIONS
The City of Huntington Reach, it's agents, officers, and euployess are named
as Additional Insured with respects to General Liability, but only with
respect to Liability arising out of your work for that insured by or for
you.
City of Huntington Beach
Attn: Risk Management
2000 Main Street
Huntington Beach CA 92646
ACORN 25 (2001/00)
GITYOFH SHOULD ANY OF THE ADCVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION'
DATE THEREOF, THE ISSUING WSUR61R IN144 EMAIL 30 DAYS WRITTEN
NOVICE TO THE CERTIFICATE HOLDER NAMSO TO THE LEFT, BUT EIiC i
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RCA ROUTING SHEET
INITIATING DEPARTMENT:
City Clerk and Public Works
SUBJECT:
Agreement with AlphaCorp, Inc.
COUNCIL MEETING DATE:
January 3, 2006
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Attached
❑
Not Applicable
Resolution (w/exhibits & legislative draft if applicable)
Attached
❑
Not Applicable
ED
Tract Map, Location Map and/or other Exhibits
Attached
❑
Not Applicable
Contract/Agreement (w/exhibits if applicable) g.r
Attached
Not Applicable
El(Signed
in full by the City Attorney)
Subleases, Third Party Agreements, etc.
Attached
Applicable
ElNot
(Approved as to form by City Attorney)
Certificates of Insurance A b the CityAttorne
( pproved y y�
Attached
Not A plicable
❑
Fiscal Impact Statement (Unbudget, over $5,000)
Attached
Not Applicable
❑
Bonds (If applicable)
AttachedNot Applicable
❑
Staff Report (If applicable)
Attached
Applicable
ElNot
Commission, Board or Committee applicable) Report If a
p ( pp )
Attached
Not Applicable
El
Findings/Conditions for Approval and/or Denial
Attached
Not Applicable
❑
REVIEWED
RETURNED
FORWARDED
Administrative Staff
Assistant City Administrator Initial
)
City Administrator Initial
[City Clerk
( )
RCA Author: Keith