HomeMy WebLinkAboutPRICIPAL DECISION SYSTEM INTERNATIONAL, INC - 1998-06-15 Council/Agency Meeting Held: ��i 5198
Deferred/Continued to:
Approved o ❑ Conditionally Approved ❑ Denied Dtp,-4y City Clerk's Signature
Council Meeting Date: 06/15/98 Department ID Number: FD 98-012
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City Administrator 01V
PREPARED BY: MICHAEL P. DOLDER, Acting Assistant City Administrator/Fire Chief
SUBJECT: APPROVE PRINCIPAL DECISION SYSTEMS INTERNATIONAL
(PDSI) LICENSE AND MAINTENANCE AGREEMENT WITH
MODIFIED INDEMNIFICATION CLAUSE
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachments
ca—
Statement of Issue: Should the Software License and Maintenance Agreement with
Principal Decision Systems lnternatlonal (PDSI) be authorized and approved as submitted?
Funding Source: Funding from Equipment Replacement Fund approved by City Council on
June 1, 1998.
Recommended Action: Motion to:
Approve and authorize Mayor and City Clerk to execute the Agreement Between the City of
Huntington Beach and Principal Decision Systems International for Software License and
Maintenance with Modified Indemnification Clause.
Alternative Action(s): Do not approve the software license and maintenance agreement
and deny the PDSI Fire Department personnel/records management system.
Analysis: On June 1, 1998, the City Council approved an appropriation of $24,150
from the Equipment Replacement Fund to replace the Fire Department's Records
Management System, including the purchase of PDSI's Personnel Management Software
Program.
The City Council is being asked to approve the Software License and Maintenance
Agreement with PDSI to purchase the software. the City Settlement Committee reviewed
the agreement and recommends approval of the Indemnification Clause (Attachment 1) and
the agreement (Attachment 2) as modified. The Certificate of Insurance has been reviewed
and approved as to form (Attachment 3).
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INQUEST FOR COUNCIL ACTIN
MEETING DATE: 06/15/98 DEPARTMENT ID NUMBER: FD 98-012
Analysis (continued):
Currently, Fire and Police share the McDonnell Douglas Computer Aided Dispatch (CAD)
System that provides both dispatch and personnel management functions. Fire has not used
the dispatch portion since June 1996, when dispatch operations were consolidated with
Metro Cities Communications Center in Anaheim; however, the McDonnell Douglas system
is still used to maintain the Fire Personnel Management Program.
The Fire Department's Personnel Management system is 11 years old and works marginally
at best. Additionally, the Police Department is currently in the process of replacing the
McDonnell Douglas CAD system. This forces the Fire Department to move its Personnel
Management Software Program to another operating system.
PDSI's Personnel Management replacement software provides all the features currently
being used on the McDonnell Douglas system, and adds reliability and enhanced features as
well. Fire Department staffing involves a mix of 40, 56, and 96-hour schedules and requires
approximately 100 hours of staff time per week to complete the Fire Department payroll
process. The replacement software can be downloaded into the City's mainframe, so that
payroll information does not have to be entered twice, as currently required. There are also
features for automated telephone and pager notifications in the event of an emergency where
off-duty personnel are needed to report to duty.
The replacement PDSI software package will provide the Fire Department with a
comprehensive personnel management system that will capture and track critical information,
provide personnel management enhanced features, provide an automated link to the City's
mainframe and produce the necessary detailed summary personnel and payroll reports to
assist management in the operation of the Fire Department.
Environmental Status: Not applicable.
Attachment(s):
City Clerk's
Page Number No. Description
1. Settlement Committee June 2, 1998 Recommendation.
2. Agreement Between the City of Huntington Beach and Principal
Decision Systems International for Software License and Maintenance.
3. Certificate of Insurance.
RCA Author: Olson
RCA 98012 -2- 06/04/98 9:03 AM
A TTA CHMENT 1
Gam , e��,� A2/m 1,//-7.)-7 ff
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CITY OF HUNTINGTON BEACH
APPLICATION FOR INSURANCE REQL7REMENTS WAIVER OR MODIFICATION
• l`Tame ritle/De artment ofR Requesting Staff Member Duane Olson/Division Chief—Fire Marshal/Fire
I. P eq g
2. Date of Request May 26, 1998
3. Name of Contractor/Permittee Principal Decision Systems International
4. Description of work to be performed Consultant for replacement of payroll system
software in the Fire Department
5. Length of Contract May be terminated by mutual agreement of the parties.
6. T)pe of Insurance Waiver or Modification Requested: Replace Principal Decision Systems
International (PDSI) original statement Section 7 Indemnity.
(a)Limits: (b) Coverage-
7. Reason for Request for Waiver or Reduction of Limits PDSI has consented to all City
Agreement changes except openting statement in Section 7. PDSI is a
standard software provider and the agreement is similar to other licensing
agreements used in the City.
8. Identify the risks to the City if this request for Nv2JIver or modifications granted Standard risk; City
needs to develop a standard software indemnification agreement for future
• software purchases.
Department Head Signature )d&A �Z
ICHAEL P. DOLDER, ACTING ASSISTANT CITY ADMINISTRATOR FIRE CHIEF
(This section to be completed by the Risk Manager).
Recommendation:
Approve Deny Risk Manager's SignaturuDate
(Thu section to be completed by the City Attorne})
Recommendation:
Approve Deny City Attomey's Signature/Date
Settlement Committee appro [is [is no required for this waiver. If Settlement Committee appr 1 is required,
submit form to City Attorney's ce to be placed on the agenda. Recommendation: Approve Deny
City Council approval [is) [is not] required for this waiver. If City Council approval is required, attach this form to the
RCA after consideration b),the Settlement Committee. This insurance waiver [is] [is not] on City Council agenda.
jmp/khesoution0nsreq/9/11/97
A;I'TACHMENT 1: City Agreement (prepared by City'Attorney's Office)
ATTACHMENT 2: PDSI. Agreement (prepared by PDSI)
A TTA CHMENT 2
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND
PRINCIPAL DECISION SYSTEMS INTERNATIONAL
FOR SOFTWARE LICENSE AND MAINTENANCE
This Agreement, made and entered into this /5 `' day of
1998, by and between the City of Huntington Beach, a municipal corporation of the State of
California, hereinafter referred to as "CITY", and Principal Decision Systems International, Inc.,
a California corporation, hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant for replacement of
rostering system software in the City of Huntington Beach; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
HBMC Chapter 3.03 relating to procurement of professional service contracts has been complied
with; and
CONSULTANT has been selected to perform said services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. Definitions
1.1 "Product" means the computer software and services set forth in Schedule A to
this Agreement, and any related documentation, whether in printed or machine
readable form, which documentation CONSULTANT makes generally available
to its customers. Product does not include database products set forth in Schedule
A to this Agreement.
1.2 "Updates" mean maintenance releases (i.e., software error corrections)to Product
which CONSULTANT provides without charge to maintenance customers.
1.3 "Delivery Date" means that date on which the Product is delivered to and received
by CITY.
1.4 "License Period" means a period of one year from the Delivery Date, and any
subsequent period of one year for which the Maintenance Fee has been paid.
1.5 "Maintenance Period" means a period of one year from the Delivery Date, and
any subsequent period of one year for which the Maintenance Fee has been paid..
1.6 "Contract Signing"means the date on which this license agreement is signed by
CITY.
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2. License
2.1 CONSULTANT hereby grants CITY a non-exclusive, nontransferable, perpetual
license to use and execute the Product in object code form for CITY's own
internal operations, including the merging of the Product and any Updates into
other programs for CITY's own use, provided that any portion of the Product so
merged shall be subject to the terms of this Agreement.
2.2 Limitations.
2.2.a Copies: CITY shall be entitled to make copies of the Product and
any Updates for backup, disaster recovery, archival, training and test
purposes only. Any copy made shall be subject to the terms and
conditions of this Agreement, including Section 5.2 herein.
2.2.b Export Control Act: CITY agrees to comply with the requirements
of the United States Export Administration Act of 1979 and any
amendment thereto, and with all relevant regulations of the Office of
Export Administration, U.S. Department of Commerce.
2.3 Escrow Account
2.3a Program: At its option, CITY may participate as a beneficiary in an
Escrow program put in place by CONSULTANT and administered by a third-
party Escrow firm. Only under the conditions defined in Section 2.3.b, cities that
are valid participants in the Escrow program will receive a copy for internal use
only and not for resale of the TeleStaff software program (source and object
code), and related documentation on deposit with the Escrow program
administrator.
2.3.b Escrow Program Release Conditions: As used in this Agreement,
"Release Conditions" shall mean the existence of any one or more of the
following circumstances, uncorrected for more than thirty (30) days:
2.3.b.1 Entry of an order for relief under Title 11 of the United States
Code;
2.3.b.2 The making by CONSULTANT of a general assignment for the
benefit of creditors;
2.3.b.3 The appointment of a general receiver or trustee in bankruptcy of
CONSULTANT's business or property; or
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2.3.b.4 Action by CONSULTANT under any state insolvency or similar
law for the purpose of its bankruptcy, reorganization, or
liquidation.
2.4 Termination of Escrow Program participation
2.4a CITY's participation in the Escrow program shall terminate on the first
anniversary of the Delivery Date and thereafter on subsequent anniversaries of the
Delivery Date,unless CITY elects to continue participation in the Escrow
Program by payment of the Escrow Renewal Fee (as specified in section 4.1
below).
2.5 Effect of Termination of Escrow Program. In the event that CITY does not pay
the Escrow Program entry or renewal fee, CITY will not be included as a
beneficiary in the Escrow program and will not have the rights described in
Section 2.3.a.
3. Maintenance
3.1 CONSULTANT will provide CITY with ongoing maintenance services during the
Maintenance Period. Such services shall include:
3.1 a toll free telephone consultation on the use of the Product and assistance in
error isolation and correction;
3.lb the provision of problem solutions relating to the Product installed for the
CITY;
3.1 c prompt investigation and resolution of any errors, defects or other
problems reported to CONSULTANT;
3.1 d updates to the Product as they become available;
3.le the TeleStaff technical points of contact are America Dunn, Software
Trainer/Technical Support and Chris McCormack, Programmer/Product
Development.
3.2 Termination of Maintenance and Support Obligations
3.2a CONSULTANT's maintenance and support obligations hereunder shall
terminate on the first anniversary of the Delivery Date and thereafter on
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subsequent anniversaries of the Delivery Date, unless CITY elects to purchase
additional support by payment of the Maintenance Fee(as specified in section 4.2
below).
3.2b CONSULTANT's maintenance and support obligations hereunder shall
terminate automatically upon the modification of the Product excluding related
documentation (or any portion thereof)by CITY.
3.3 Obligations by Cities with Maintenance
3.3a CITY agrees to limit maintenance support calls to CONSULTANT to two
named contacts, one primary and one secondary. CITY will provide these names
to CONSULTANT during installation. CITY may modify contact every six
months or as agreed to by CONSULTANT.
3.3b CITY will provide CONSULTANT with 24-hour dial-up computer access
to the Product for problem investigation, analysis and other maintenance needs.
CONSULTANT agrees to inform CITY of the nature of its dial-up activities and
obtain CITY approval prior to each access.
3.4. Effect of Termination of Maintenance and Support Obligations.
In the event that CONSULTANT's maintenance and support obligations are
terminated in accordance with the terms and conditions of the Agreement, CITY
shall have no further rights to Updates or support for the Product.
4. Payments
4.1 License Fee. CITY agrees to pay CONSULTANT the License Fee set forth in
Schedule A hereto in accordance with the Payment Schedule set forth in Schedule
A hereto.
4.2 Maintenance Charge. CITY agrees to pay CONSULTANT the annual
Maintenance Support Plan fee set forth in Schedule A hereto on the Delivery
Date. CITY acknowledges that the Maintenance Support Plan fee is based on the
number of staff members managed by TeleStaff and may increase if staff
members are added during the Maintenance Period. Additional Maintenance
Support Plan charges for additional staff members added during the Maintenance
Period will be invoiced upon occurrence for the amount prorated to the end of the
current Maintenance period and payment is due within 30 days of invoice date.
For each consecutive year thereafter that CITY chooses to continue the
maintenance and support obligations pursuant to Section 3.1 above, payment of
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the Maintenance Support Plan fee is due on or before the anniversary of the
Delivery Date.
4.3 Escrow Charge. CITY may optionally participate in the Escrow program by
paying the Escrow Entry fee listed in Appendix A. For each consecutive year
thereafter that CITY chooses to continue to participate in the Escrow Program,
payment of the Escrow Renewal fee is due on or before the anniversary of the
Delivery Date.
4.4 Late Charges. Any overdue payments shall be subject to a service charge equal to
the lesser of(a)one and one-half percent(1-1/2%)per month or(b)the maximum
of the Escrow Renewal fee is due on or before the anniversary of the Delivery
Date.
4.5 Taxes. Any sales,use, value-added or other taxes arising from transactions made
in connection with or pursuant to this Agreement(other than taxes based upon
CONSULTANT'S income), shall be borne by the CITY.
5, Ownership
5.1 Ownership by CONSULTANT. CONSULTANT shall retain all proprietary and
intellectual property rights in the Product. The license granted to CITY herein
does not convey any rights of ownership in and to the Products. All right, title
and interest in the Product and in any idea, know-how and programs which may
be developed by CONSULTANT in the course of providing any technical
services, including any enhancements or modifications made to the Product, shall
at all times remain the property of CONSULTANT.
5.2 Intellectual Property Rights Notices. CITY shall reproduce CONSULTANT'S
proprietary rights notice(s)on any archival and backup copies of the Product
made.
6. Confidential Information
6.1 Nondisclosure. Each party agrees that it will not knowingly disclose to any third
party any Confidential Information belonging to the other party and will prevent
the unauthorized disclosure of such Confidential Information. In no event will
any party use less care to maintain the Confidential Information of the other party
than it uses to maintain its own Confidential Information.
6.2 Confidential Information. Confidential Information may include(but is not
limited to) information concerning business methods, business plans, concepts
and test results, including the results of any evaluation of the Product(s).
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Confidential information specifically includes CITY's patient, donor and test
results data. CITY acknowledges that Product and any Updates contain valuable
trade secretes and CITY agrees to treat the Products as Confidential Information
of CONSULTANT.
6.2a Confidential Information does not include:
(i) information which is or become publicly available through no act
or omission of the other party;
(ii) information of a party; which that party discloses to a third party
without restriction or disclosure;
(iii) information which is independently developed; or
(iv) information which is previously known to the receiving party
without nondisclosure obligations.
6.3 Survival of Obligations. The nondisclosure obligations set forth herein shall
survive the expiration or termination of this Agreement.
6.4 Verification. CITY agrees to maintain appropriate records of the number and
location of all copies or partial copies of the Products that may be made for
CITY's internal use(including test, archival and backup copies). On
CONSULTANT's reasonable request, CITY shall furnish CONSULTANT with a
list of the location, type and serial number of any and all computers on which the
Product is installed and of the location and usage of all copies made by CITY.
7. Indemnity and Insurance Requirements
7.1 Indemnityby CONSULTANT. CONSULTANT represents and warrants that it
has the right and authority to enter into and to grant the rights described in this Agreement.
CONSULTANT will defend, indemnify, and/or settle at its own expense any action brought
against the CITY. Its trustee, officers, agents and employees to the extent that such action is
based on a claim that the Product infringes any patent, trade secret or copyright of any third party
enforceable in the United States, provided that:
7.1 a CONSULTANT is promptly notified in writing of the claim;
7.lb CONSULTANT has sole control of the defense and of any negotiations for its
settlement;
7.1 c CITY provides CONSULTANT with reasonable assistance, information and
authority necessary for CONSULTANT to conduct a defense or to negotiate a
settlement;
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7.ld such claim does not arise from the use of a superseded or modified release of the
Product;
7.le should the Products become, or in CONSULTANT's opinion be likely to become,
the subject of any such claim of infringement, then CITY will permit
CONSULTANT, at CONSULTANT's option and expense, either to procure for
CITY the right to continue using the Products or to replace or modify the Products
or portion thereof to be non-infringing with substantially the same functionality.
7.2 Workers' Compensation Insurance
Pursuant to California Labor Code section 1861, CONSULTANT acknowledges
awareness of section 3700 et seq. of said Code, which requires every employer to
be insured against liability for workers' compensation; CONSULTANT
covenants that it will comply with such provisions prior to commencing
performance of the work hereunder.
CONSULTANT shall maintain workers' compensation insurance in an amount of
not less than One Hundred Thousand Dollars ($100,000)bodily injury by
accident, each occurrence, One Hundred Thousand Dollars ($100,000)bodily
injury by disease, each employee, Two Hundred Fifty Thousand Dollars
($250,000)bodily injury by disease, policy limit.
CONSULTANT shall require all subcontractors to provide such workers'
compensation insurance for all of the subcontractors' employees.
CONSULTANT shall furnish to CITY a certificate of waiver of subrogation
under the terms of the workers' and CONSULTANT shall similarly require all
subcontractors to waive subrogation.
7.3. Insurance
In.addition to the workers' compensation insurance and CONSULTANT covenant
to indemnify CITY, CONSULTANT shall obtain and furnish to CITY, a policy of
general public liability insurance. Said policy shall indemnify CONSULTANT,
its officers, agents and employees, while acting within the scope of their duties,
against any and all claims of arising out of or in connection with the 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$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 $1,000,000. Said policy
shall name CITY, its officers, and employees as Additional Insureds, and shall
specifically provide that any other insurance coverage which may be applicable to
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the Agreement shall be deemed excess coverage that CONTRACTOR'S insurance
shall be primary.
7.4 Certificates of Insurance; Additional Insured Endorsements
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY certificates of insurance subject to approval of the City Attorney
evidencing the foregoing insurance coverages as required by this Agreement; said
certificates shall:
1. provide the name and policy number of each carrier and policy;
2. shall state that the policy is currently in force; and
3. shall promise to provide that such policies will not be canceled or
modified without thirty (30) days prior written notice of CITY.
CONSULTANT shall maintain the foregoing insurance coverages in force until
the work under this Agreement is fully completed and accepted by CITY.
The requirement is carrying the foregoing insurance coverages shall not derogate
from the provisions for indemnification of CITY by CONSULTANT under the
Agreement. CITY or its representative shall at all times have the right to demand
the original or a copy of all said policies of insurance. CONSULTANT shall pay,
in a prompt and timely manner, the premiums on all insurance hereinabove
required.
8. Warranty and Disclaimers of Warranty
8.1 Warranty. CONSULTANT warrants that, when delivered, the Product will
operate substantially in accordance with the published documentation when
operated in the intended hardware and operating system environment. This
warranty and CONSULTANT's maintenance obligations shall not apply if error
or problems result from CITY's negligence or improper use of the Product.
CONSULTANT DOES NOT WARRANT THAT THE PRODUCT WILL
8.1A ACHIEVE ANY SPECIFIC BENEFITS;
8.1B OPERATE WITHOUT INTERRUPTION;
8.1C BE FREE OF ERRORS
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8.2 Limitation of Remedy. For any breach of warranty set forth in Section 8.1 above,
CITY's exclusive remedy and CONSULTANT's entire liability shall be limited to
the correction or replacement, as soon as possible, of any Product, Product part,
medial or service which CONSULTANT determines will remedy the operating
problem.
8.3 Disclaimer of Warranty. THE WARRANTIES SET FORTH ABOVE ARE
EXCLUSIVE.AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, WITH REGARD TO THE PRODUCTS. CONSULTANT
SPECIFICALLY DISCLAIMS ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability
CITY AGREES THAT CONSULTANT SHALL NOT BE LIABLE FOR INDIRECT,
SPECIAL, COVER, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOSS OF ANTICIPATED REVENUE OR LOSS RESULTING FROM
BUSINESS DISRUPTION), OR DAMAGE TO SYSTEMS, DATA OR PROGRAMS, OTHER
THAN THE PRODUCT, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
CONSULTANT'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT
EXCEED THE AMOUNTS RECEIVED BY CONSULTANT AS THE LICENSE FEE.
This Section allocates the risks under the Agreement. CONSULTANT's pricing reflects this
allocation of risk and limitation of liability stated herein.
10. Term and Termination
10.1 Term. This Agreement will take effect on 6-/5-78and shall remain in effect
unless and until terminated in accordance with this Agreement.
10.2 Termination. This Agreement may be terminated as follows:
10.2a This Agreement may be terminated by mutual agreement of the parties;
10.2b CITY may terminate this Agreement at any time upon written notice to
CONSULTANT;
10.2c CONSULTANT may terminate this Agreement if CITY is in material
breach of any provision of this Agreement and fails to cure any such breach
within thirty (30) calendar days following written notice of such failure to CITY
by CONSULTANT.
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10.3 Effect of Termination. Upon the effective date of termination of this Agreement,
CITY shall have no further rights to Updates or support for the Product.
10.4 Survival of Obligations. The following obligations will survive termination of
this Agreement for any reason:
10.4a all obligations relating to nonuse and nondisclosure of confidential
information;
10.4b all obligations relating to indemnification and protection of proprietary
and intellectual rights;
10.4c all obligations to make payments of amounts that are or become due under
this Agreement prior to termination.
10.5 No Damages Due to Termination. Neither party will be liable to the other for any
damages whether direct, indirect, incidental, consequential, or otherwise, as a
result of terminating this Agreement in accordance with the terms and conditions
herein.
11. General Terms
11.1 Notices. All notices (including address changes) shall be in writing and, except as
otherwise provided herein, will be deemed given when delivered personally or
sent by first class mail or prepaid express courier to the other party at their
respective addresses as set forth below.
TO CONSULTANT: TO CITY:
Felice Black, Acct. Exec. Duane Olson, Fire Marshall
34 Executive Park, Suite 210 2000 Main Street
Irvine, CA 92614 Huntington Beach, CA 92648
11.2 Assignment. The rights and obligations of each party under this Agreement shall
not be assignable by either party without the prior written consent of the other
Ply.
11.3 Waiver. The failure of a party to prosecute its rights with respect to a default or
breach hereunder shall not constitute a waiver of the right to enforce its rights
with respect to the same or any other breach.
11.4 Governing Law. This Agreement will be governed by the substantive laws of the
State of California.
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11.5 Force Majeure. Neither party shall be responsible for any delay in its
performance due to causes beyond its control.
11.6 Jurisdiction. In any legal action relating to this Agreement, the parties agree to
the exercise of jurisdiction over such action by a state or federal court in Orange
County, California. CITY agrees that any action brought by CITY shall be
instituted in a state or federal court in Orange County, California.
11.7 Severability. In the event that any provision of this Agreement is found to be
invalid or unenforceable, the remaining terms of the Agreement shall remain in
force and effect.
11.8 Use of Name. Neither party shall use the name of the other party in any
marketing, promotional or advertising materials without the prior written
permission of the other party.
11.9 Entire Agreement. This Agreement, including Schedule A attached hereto,
constitutes the complete agreement between the parties and supersedes all prior
contemporaneous discussions, representations, and proposals, written or oral, with
respect to the subject matters discussed herein. No modification of this
Agreement will be effective unless agreed to in writing by the parties.
11.10 Legal Services Subcontracting Prohibited. CONSULTANT 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. CONSULTANT 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 CONSULTANT.
11.11 ATTORNEY'S FEES. In the event suit is brought by either party to enforce the
terms and provisions of this agreement or to secure the performance hereof, each
party shall bear its own attorney's fees.
By signing this Agreement, the parties acknowledge that they have read and agreed to the terms
and conditions herein.
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PRINCIPAL DECISION SYSTEMS
INTERNATIONAL, C. CITY OF HUNTINGTON BEACH, A
municipal corporation of the State of
California
By:
GREG EkSTROM
Its P esident
Mayor
By:
CHRISJMcCORMACK ATTEST:
Its Vice-President/
Secretary Treasurer
City Clerk
APPROVED AS TO FORM:
REVIEWED AND APPROVED:
�n P�,,.,IfAttorneyC.
Cit�Administrator
IlNITIATED AND APPI OVED:
Fire Chief
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SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
Schedule A
Customer: Huntington Beach Fire Department
TeleStaff Products and Services
❑ TeleStaff Database Software and PC Hardware
Components(or better): $ 4,300
- Dell Pentium 200 MHz MMX with Windows NT
- 64 MB RAM,2 GB HD
- Sybase SQLAnywhere 16-user license
- 4-line telephony card
- Built-in tape backup with software
- Built-in network card
- Super VGA Monitor
- Mouse and Keyboard
- Dell Maintenance Contact
❑ TeleStaff Software License $ 21,550
- One time fee for software license to support 300 Customer staff
- Includes sales tax on$20,000
- Includes an unlimited CITY license
❑ Installation $ 500
- Fee for deploying database and TeleStaff servers at the location
selected by Customer management. Does not include installation
of TeleStaff CITY software on Customer CITY workstations.
❑ Training $ 2,000
- Includes 16 hours of training on usage of the TeleStaff software and
its telephone interface. Training plan can be as group,train-the-trainer
or other options as agreed to by CONSULTANT and Customer.
❑ Configuration $ 1,000
- Includes population of TeleStaff database with Customer
data including staff information,work codes,shift schedules,
organizational hierarchy,overtime rules,and other information
required for correct hiring.
❑ Annual Maintenance Agreement $ 3,000
- Provides sofltivare support,and maintenance and enhancement
updates for a 12 month period. Annual Maintenance Contact is
renewable at Customer's option at the end of each 12 month term.
- CONSULTANT's helpdesk is open from lam to 7pm Monday-Friday.
- Technicians will be available as needed via pager.
❑ Escrow Entry Fee $ 1,500
- Enrolls CITY in the Escrow program as described in the Agreement
for the first 12 month period. The Escrow Program is renewable at
the Customer's option at the end of each 12 month term by paying
the Escrow Program Renewal Fee of$400.
❑ Discount-Early Adopters Program ($ 4,500)
- Under CONSULTANT's Early Adopters Program,Customer will have the
sales tax on the Software waived and the Annual Maintenance
Contract fee waived for the first year. To qualify for the discount,
Customer must sign the attached Software License and Maintenance
Agreement and agree to payment terms by: March 25,1998.
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Total Investment $29,300.00
Payment Terns: Payment for the hardware,software,and configuration is due upon
execution of the contract and payment for training and installation is due one month after
execution of the contract. The cost to purchase programming support for building interfaces
and other custom projects is$80.00 per hour.
•
jmp/k/g:agree/software/5/19/98
06/05/98 11:05 FAX 818 888 6715 Golden Empire )el f i��98 QUU2
AGORDd GERTIFICAM OF LIABILITY INSU CEaPIQ sm DATE(MANDDIYY)
PRINC-1 06/05/98
PRODUCER Ci ,<./ G/ � THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Golden Empire Insurance Agency �� / HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR
6700 Fallbrook Avenue Ste. 221 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Canoga Park CA 91307 COMPANIES AFFORDING COVERAGE
Steven M. Half-in COMPANY
nerve -8 -9 24 FaxNo. 918-88 -6715 A Acceptance Insurance Company
INSURED
COMPANY
B Continental Casualty Company
Principal Decision COMPANY
Systems -Intl. C
34 Executive Park #210 COMPANY
Irvine CA 92714 p
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED,NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
DATE(MMIDDIYY) DATE(16MDIYY)
GENERALLIABILITY GENERAL AGGREGATE 31000000
A I R i COMMERCIALGENERALLUIBMY CL28201843 03/01/98 05/01/99 PRODUCTS-COMPJOP AGO $1000000
CLAIMS MADE 1 7X OCCUR PERSONAL&AOV INJURY $1000 0 0 0
OWNERS 8 CONTRACTOR'S PROT EACH OCCURRENCE $10 0 0 0 0 0
IPROFESSIONAL _ fRS DAMAGE(Any one%) 3100000
MED EXP(My one peron) i
AUTOMOBILE LIABILITY
ANY AUTO COMBINED SINGLE LIMIT A
ALL OWNED AUTOS
BODILY INJURY S
SCHEDULED AUTOS (Per Person)
HIRED AUTOS 01ILY INJURY 3
_NON-OWNEDAUTO6
Per aedeeny
i0 Ji PROPERTY DAMAGE 6
GARAGE L"ILTIY 1 -1�Y AUTO ONLY-EA ACCIDENT S
r+L
ANY AUTO G- _ � i iv .�� OTHER THAN Au7o ONLY.
C i �Orp09 EACH ACCIDENT S
AGGREGATE 6
EXCESS ua iLITY EACH OCCURRENCE a
UMBRELLA FORM AGGREGATE S
I OTHER THAN UMBRELLA FORM TA s
WO RXERS COMPENSATION AND X 70RS ITS 06
INPLOYERSLIABILITY EL EACH ACCIDENT 21000000
g 1TWEPROPRIETOR/ g INCL WCS174661360 06/23/97 06/23/98 ELDISEASE-POUCYLIMIT 5 000000
PARTNERSIEXECUTIVE
OFFICERS ARE: EXCL EL DISEASE-EA EMPLOYEE 61000000
OTHER
DESCR-PT16N OF OPERAnoM=CAT1014&VEHICLESISPECIAL ITEMS TEN(10)DAYS FOR
Additional insured applies to general liability only. Additonal insured: NON-PAYMENT
City Of s untington Beach, its agents, officers, 6 employees.
OF PREMIUM
CERTIFICATE HOLDER CANCELLATION
CITYHON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL MAIL
30 DAYB WRITTEN NOTICE TO THE CE FICATE HOLDER NAMED TO THE LEFT,
City of Huntington Beach
r- ACOROCORPCRAT(ON19882000 rlain St.Huntington Beach CA 92648AUTHORIZED REPRES ATIVA
Steven M. FilACORO 25-S(1/9�
Page 10 - Council/Agenogenda -06/15198 • (10)
E-8. (City Council) Adopt Resolution No. 98-47 - Concerning The Submittal Of 17
Arterial Hiahway Rehabilitation Program (AHRP) Projects For Funding Under The
Combined Transportation Funding Program (800.40) -Adopt Resolution No. 98-47 -
"A Resolution of the City of Huntington Beach Approving the Submittal of 17
Improvement Projects to the Orange County Transportation Authority for Funding Under
the Combined Transportation Funding Program"and authorize the Mayor and City Clerk
to execute the resolution. Submitted by the Acting Public Works Director. (Description of
the 17 Projects set forth in Attachment No. 1 to Request for Council Action dated
June 15, 1998.)
[Adopted 7-01
E-9. (City Council) Adopt Resolution No. 98-48 - Concerning The Status Of The
Circulation Element For The City Of Huntington Beach For Conformance With The
Master Plan Of Arterial Highways (440.50) -Adopt Resolution No. 98-48 - "A
Resolution of the City Council of the City of Huntington Beach Concerning the Status of
the Circulation Element for the City of Huntington Beach"adopting the Status of the
Circulation Element for compliance with Combined Transportation Funding Program
requirements and authorize the Mayor and City Clerk to execute the resolution.
Submitted by the Actinq Public Works Director.
[Adopted 7-01
E-10. (City Council) Approve Plans And Specifications -Authorize Advertisement For
Bids -Approve Sample Contract -Traffic Signal Modifications At Springdale
StreetfWarner Avenue (CC-10861 And Bolsa Chica Street/Heil Avenue (CC-1088)
(600.55) - 1. Approve plans and specifications for the traffic signal modifications at the
intersections of Springdale Street/Warner Avenue (CC-1086) and Bolsa Chica
Street/Heil Avenue (CC-1088) and authorize the Director of Public Works to advertise
the project pending Caltrans approval, 2. Approve the attached sample construction
contract subject to award of contract to Council approved lowest responsible bidder, 3.
Approve the purchase of traffic signal poles, mast arms, luminaire mast arms and other
city supplied signal appurtenances for this construction project, and 4. Appropriate
$9,350 from the Gas Tax Unappropriated Fund balance for the city's matching funds.
Submitted by the Acting Public Works Director.
[Approved 7-01
E-11. (City Council)Approve Five-Year Park License Agreement With Southern
California Edison Company For Portion of Edison Community Park (600.10) -
Approve the five-year license agreement with Southern California Edison Company to
utilize 8.16 acres of property at Edison Community Park for five years at $200 per acre
per year to expire 10/31/2003 and authorize the Mayor and City Clerk to execute same.
Submitted by the Community Services Director.
[Deferred to June 29, 1998]
(10)
i, CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
DATE:
TO: l"rui .9 / �E�-.L�.-,v_ �,< s ATTENTION: 01A ck
Name
Sq �x��--.L� Page e al�c / o DEPARTMENT:
�"MStreej
REGARDING: �-
City,State,zip
See Attached Action Agenda Item —/ Lp Date of Approval
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item.
�y Remarks:
Connie Brockway
City Clerk
Attachments: Action Agenda Page_v Agreement ✓ Bonds Insurance V/
RCA Deed Other
/ate-h�•n A, •-nd•�.
Name De�jartment RCA Agreement Insurance Other
Name Department RCA Agreement Insurance Other
Name Department RCA Agreement Insurance Other
Name Department RCA Agreement Insurance Other
Risk Management Dept. Insurance
Received by Name- Company Name-Date
Wollowup/coverltr
(Telephone:714-536-5227)
RCA ROUTING SHEET
INITIATING DEPARTMENT: Fire Department
SUBJECT: Approve Principal Decision Software Systems International
(PDSI) Software License and Maintenance Agreement With
Modified Indemification Clause
COUNCIL MEETING DATE: June 15, 1998
RCAATTACHMENTS x STATUS
Ordinance (w/exhibits & legislative draft if applicable) Not Applicable
Resolution (w/exhibits & legislative draft if applicable) Not Applicable
Tract Map, Location Map and/or other Exhibits Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attorney) Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attorney) Not Applicable
Certificates of Insurance (Approved by the City Attorney) Attached
Financial Impact Statement (Unbudget, over $5,000) Not Applicable
Bonds (If applicable) Not Applicable
Staff Report (If applicable) Not Applicable
Commission, Board or Committee Report (If applicable) Not Applicable
Findings/Conditions for Approval and/or Denial Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
W REVIEWED ° RETURNED`; FORW D:
Administrative Staff
Assistant City Administrator (Initial) ( ) ( )
City Administrator (Initial) ( ) ( )
City Clerk ( )
EXPLANATION FOR RETURN OF ITEM
(Below • . For Only)
RCA Author: Olson, ext. 5564
Gam' 3� °3
rn ���
��SL�
�`- � �e
CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
To: Connie Brockway, City Clerk
From: Duane S. Olson, Division Chief/Fire Marshall!�9)
Date: June 8, 1998
SUBJECT: AGREEMENT BETWEEN CITY AND PRINCIPAL DECISION SYSTEMS
INTERNATIONAL (PDSI)—COMPLIANCE WITH HBMC CHAPTER 3.03
The Fire Department has submitted an agreement Between the City and Principal Decision Systems
International (PDSI) for approval by the City Council on June 15, 1998 to engage the services of a
consultant for replacement of the Fire Department rostering system in the City of Huntington Beach. In
order to comply with Chapter 3.03 of the Huntington Beach Municipal Code (HBMC),the Purchasing
Division requested formal written proposals from four(4) qualified consultants. These consultants are
listed below:
1. Management Information Systems 3. FIRE POINT Info Sys Advanced Command Sys, Inc
Automated Manpower Management System 29 Waltham Street
Software Design and Development Maynard, MA 01754
William Bracken 909-319-6260 978-461-2020
Jim Mabey 909-317-2418 Attention: Michael D. Fay
2. Sun Pro 4. Principal Decision Systems International (PDSI)
23772 Hobart Bay 34 Executive Park#210
Dana Point, CA 92629-4408 Irvine, CA 92714
714-661-3369 714-474-7374
Attention: Carol Breshears Attention: Felice Black
The Fire Department has chosen PDSI based on these proposals.
The Certificate of Insurance from PDSI has been approved as to form by the City Attorney's Office and
the original is on file in Risk Management.
The provisions of HBMC Chapter 3.03 have been complied with.
If you have any questions or need additional information, please call my office at ext. 5564.
DSO/cgs
S:FMnOLSON\COMPLIANCE TO HBMC CHAPTER PDSI