HomeMy WebLinkAbout1997-08-11 City CouncilCity of Palo Alto
City Manager’s Report
9
TO:
FROM:
HONORABLE CITY COUNCIL
CITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
AGENDA DATE:
SUBJECT:
AUGUST 11, 1997 CMR:297:97
APPROVAL OF AGREEMENTS WITH COMPUTER
AssoCIATES INTERNATIONAL, INC. AND WITH IS
SOLUTIONS, INC. FOR A PERSONAL COMPUTER
NETWORK MANAGEMENT SYSTEM
REQUEST
.This is a request for approval of a contract with Computer Associates International, Inc. for
:~offware acquisition and support efforts for the.City’s network management system, and a
Contract with IS Solutions, Inc. in the amount of $10J~920 for the purchase of the network
management software.
RECOMMENDATIONS
Staff recommends that Council:
1)
2)
Approve and authorize the Mayor to execute the attached contract with Computer
Associates International, Inc. (CA) to provide: a license for network management
system solutions for the City’s personal computer hardware and software; consulting
services to integrate the management solution with the City’s Help Desk function;
administrative training; and assistance to the City with the installation and
implementation. There is no charge to the City associated with this contract. The
City shall compensate IS Solutions, Inc. as an authorized reseller of CA’s software,
and IS Solutions will compensate CA.
Approve and authorize the Mayor to execute the attached contract with IS Solutions,
Inc. in the amount of $103,920 for the purchase of CA software and technical support
services for the software implementation.
CMR:297:97 Page 1 of 3
3)Authorize the City Manager or her designee to negotiate and execute one or more
change orders to the contract with IS Solutions, Inc. for related additional, but
unforeseen, work which may develop during the project, the total value of which shall
not exceed $10,400.
POLICY IMPLICATIONS
This report does not propose any change to existing City policies.
EXECUTIVE SUMMARY
Summary of Project
In June 1996, the Council approved a two-year, $410,000 Capital Improvement Project for
Citywide Network Improvements .(19711). This project will improve the City’s outdated
data communications hardware and software. To date, Information Technology (IT) has
spent $131,000 on hardware and software acquisitions for this project. These consist of 4
Hewlett-Packard Netservers with Microsoft NT operating licenses to connect personal
computers. These servers are providing file sharing, printing services, and application
sharing.
The proposed network management system software will provide IT support staff and
departments with the ability to deploy Windows-based applications that are easier to use and
more reliable. Also, the system will allow IT to manage the inventory of personal computers
and software licenses across the City’s network.
Selection Process
A Request for Proposals was sent to five potential vendors. Three companies provided
demonstrations of their solutions at their local sites. Three proposals were received; one
proposal was late and was rejected. The proposals ranged in price from $80,000 to $104,824.
CA was not the lowest bidder, but was selected as the most qualified bidder on the basis of:
product technology; integration with the City’s current system; corporate commitment to
research and development for this product; and the company’s financial stability. The
proposal from the other vendor was not selected because it is a proprietary database, cannot
integrate with current Help Desk systems, and a recent announcement that the vendor’s
product software division was sold to Hewlett-Paekard could impact the product’s future.
The CA product will be provided through an authorized reseller, IS Solutions, Inc.,-which
will license the sofhzcare directly to the City and provide technical support and software
CMR:297:97 Page 2 of 3
maintenance. Negotiating the contract through the reseller slightly reduced the amount from
the original bid.
The $103,920 contract with IS Solutions, Inc. includes $85,920 in software components and
$18,000 in professional consulting services. Software components consist of a central server,
local servers~ and 500 site licenses; first-year software maintenance is included. Professional
consulting services encompass 10 days of on-site design, software installation and
implementation, on-site training, knowledge transfer, and travel and expenses.
FISCAL IMPACT
Funds in the amount of $103,920 are included in Capital Improvement Program (CIP) Project
Number 19711. Annual maintenance in the estimated amount of $18,000 will be included
in the Information Technology operating budget in subsequent years.
ENVIRONMENTAL ASSESSMENT
These services do not constitute a project for the purposes of the California Environmental
Quality Act.
ATTACHMENTS
Attachment 1
Attachment 2
Agreement with Computer.Associates International, Inc,
Agreement with IS Solutions, Inc.
PREPARED BY:Napone Phomrnachakr, Manager Information Technology Support
DEPARTMENT HEAD APPROVAL:
CITY MANAGER APPROVAL:
CC: n/a
Melissa Cavallo
Acting Director,
Administrative Services
Emily Harrison
Assistant City Manager
CMR:297:97 Page 3 of 3
P. B~/19
.ATTACHMENT 1
THIS A~REBMENT is made and entered into on the ~ day o~
1997, by and between the CITY OF ~ALO ALTO, a chartered
~i corporation of the State of California ("Licensee"), and
COMP~R ASSOCXATE$ XNTBRI~ATIONAL, INC., (Taxpayer Xdentlficat~on
Numb~l~- ~-~.), a Delaware corporation, with offices at
One Compuuer Associates Plaza, ~slandia, NY 11788 ("CA,).
A. LiCensee h~s a~=eed ~o purchase certain compuuer
software, sold and licensed by CA, £rom IS Solutions, Xnc., an
a~horized reseller of CA software.
B. CA will provide certain ~e~hnical support an~
maintenance for ~he software, as described in ~hls Agreement.
NOW, THEREFORE, in consideration ~ their mutualcovenants, the parties hereto a~ree as
I. ~. CA agrees to l~cense to Licensee cer~alnsoftware ~hat Licensee will purchase from an auDhorlzed reseller.
The licensed software is more particularly described on the
"Re~is~ratlon Form,’ which is a~tac/%~d h~reuo as Bxhibi~ .A" and
made a pa~t of thisAgre~men~. ~
The termm of the License are set forth on ~heReglsu=atlon Form.
2. ~Maintenance and Teehnical_Sup~_~rt.CA" Sh~l~provide maintenance and technical suppor~ services ~or the software
described in paragraph I. These services consi~-~o~ initialimplementation, which is referred to am ,CA Profess~or~l services
S~ar~up Pack.., The scope OE Ehe S~arcup Pack i~ described in ~ha~
document ~ntitled "unicen~er Software Distribution Manager’,- acopy of which is a~ached hereto a~ Exhibit "B" a~d made a’pa~u of
this Agreemenu. The scope o£ the Malntenance sez-~i~e le described
.on pa~e ~wo of ~he Registration Porm.
~- -~. Compensation for the Software,
License, S~ar~up Packard one year of maintenance shall be paid byLi=ens~ ~irectly no ~e ~eselle~. Compensation for maintenance
Services subsequent ~o ~he first year sha11be paid d~=eetly ~o CA
under separate agreement0
4. ~. CA agrees ~o pro~ec~, in~emnIZy,defend and hold harmless .Licenses. its Council me~be~s, officers,
employees and a~ents from any and all demands, claims,
~or injury o= death of any p~rson, ~r4_p.roper~y damage cause~by
~r.97 ?13D 7’35 A~I 51~ 342 4849 P. 3
arising out of CA’s, its officers’, agents’0 sub~on~ractors’ or Iemployees’ nesligen~ acts oF omissions, or willful m!~conduc~the performance of its obllga~ions under parasraph
5.1 CA, at its sole cost and e~nse, shall obtainand maintain, in ~ull force and effect during the t~rm o£ this
A~re~ment, ~he insurance coverage described in Exhibit "C",insuring not only CA, bu~ also, with nhe exception of workers,
compensation, employer’s liability, and professional llabiliny
insurance, naming CITY as an additional insured eoncer~In~ CA’sperformance under paragraph ~ of this Agreement.
5.2 All insurance coverage required hereunder willbe provlde~ ~hrough carriers wi~h ~est’a.Ke~_._Ra~inu Guide ratings’
-of A:X or hlsher which are admitted ~o transact insurance businessin the State of California. A~y and all contractors Of CK retained
Uo perZo~mBervices underthls Agreement will ob~aln and malntain,in full force and effect during th% nerm of this Agreement.
i~entical insurance coverage, naming Licensee as an additionalinsure~ under such policies as required above.
5.3 Cert~Z~canes of suc~ insurance shall bewith Licensee concurrently with ~he execution o~ this Agreement.The cer~Iflcates will b~ s~jeu~ to ~he approval of Licensee’s risk
~ser ~ will ~onuain ~ ~ndorsemen~ eta~Ing ~ha~. th~ ~nsuranceis primary coverage and .will no~ be eancele~ or al~ered
~nsu~r except a~er filing wi~h 5i~ensee’s Ci~ Clerk thirtyaye prior wrlnn~n notice oE such =ancellation or al~erat~on, andU~t ~e City of Palo ~o Is ~d as ~ a~i~ional insured excep~
in pol~=ies of workers’ compensation, employer’s liabillty, ~d
prufssslonal liabili=y insuE~ce. ~=r~nt certificates of suchInsur~ce ~iI be kep~ on file at all ~s ~uring the U~
Agreement wi~h the Ci~y clerk. ":
At is aware ~f the provisions of the Labor Code of the State o~
California which require every employer to be insured asa~ns~liability ~or ~0rkers" cc~pensatlon or to undertake self-insurancein accordance withal.he provlelons of that Code, and c~rtlfles that
~.UG-6-97 WED 7:,36 342 4849 P, 4
it will comply with such pr~vlslons, as applicable, beforecommencing the performance of the Services.
~. ~. In accepting this Agreement,
CA covenants that it presently has no interest, and will not
acquire any interest, direct or indirect, flnancial or otherwise,which would confllc~ in any~na~ner or degree with the performance
ofthe Services.
CA further covenants that~ In ~he performance of this
A~reemen~, i~ will not employ any contractor or person having such
an interest, CA certifies ~hat no p~rsonwho has or will have anyfinancial interest under this Agresmen~ is an o~flcer or employee
o~ Licensee; ~hls provision will be interpreted ~n accordance wi~hthe appl~cable provisions of the PaloAlto Municipal Code and the
.Governmen£ Code of ~he Sta~e of California.
7. Nondiscrimination.
7.1 As set forth in the Palo AIEo Munlcipal .Code, nodlscriminat~on will be ma~e in ~he employment of any person under
this Agreement because o~ ~he a~e, race, color, nanional mr!~in,ancestry, rellgion~ disability, sexual preference or gender of that
person. If n~e value oZ ~his ~greement is, or may be, five=housand" ~ollars ($S,000) or more, CA agrees to meet all
requirements of the Palo Alto Municlpal Co~e pertaining ~o
nondiscr~uion i~employmen~, including comple~ins the requisiteform fur~iShed by L~censee and set ~o~h in Exhibit
provider will contain apr ~s~on subs~an~ially as
"[Name Of P~ovlder] -111 provide CA with a
~er~i£~cate s~atlng ~hat lNam~ of Provider] is
currently in compllance with all Federal andStaue o£ CallZornla laws covering
n~nd~scrlmina~ion in employmen~;~hat [Name ofP~ov~der] will pursue an affirmative course ofaction as required by ~he’A£flrmaulve Action
Guidelines of ~he Ci~¥ of Palo Alto; and ~hat[Name of Provider] .will not discriminate inthe amploymsnu of any. person under thisagreement because of ~he age, race, color,
national origin, a~cestry, religion,
dlsabili~y, sexual preference or g~nder ofsuch person."
7.3 If CA is found in violation of the nondlscr~mlna~ionprovisions of ~he S~ate of Callforn~a Fair Employment Practices~r similar provisions of Federal law or executive or@st in the
performance of .this A~reemen~, i~ will be in defaul~" ofAgreement. Thereupon, Licensee w~ll have th@ power ~o cancel or~u~pend ~hls A~reem~n~, ice,hole or ~n~r~, o~ ~o d~ucn ~he
342 849 P. 5
during which such person was subjected to acts of dIscrir~Ination,
as d~a~es for breach of agreement, cr both. 0nly ~ finding of the
Sta~e of Callfornia Fair Employment Practices Commission or theequlvalenu fedeEal agency or officer will constitute evidence of abreach of this Agreemenn.
7.4 If CA is in default o~ the nondiscriminationprovisions of ~his Agreement or £he Affirmative Action Guidelln~s
pertain!ng t~ this Agreement, CA will be found in material breach
of this Agreement0 Thereupon, Licensee will have the power tocancel or s~spend ~hls Agreement, ~n whole or ~n par~, or to deductfrom the amount l~yable ~o CA the sum of Uwo’hundre~ ~ifuy dollars
($250) for each calendar ~&7 durln~ which CA is no~ in comp11ance
with this provision as dam~s for br~ach ~f agreement, or bo~h.
8.1 CA represents a~d warrants Khat it hasknowledge of the requirements of the Americans with Disabilities
Act of 1990, and he Governmenn Code and the Health and Safety Codeof the S~ate of Callfornla,~relating to a=cess ~o p~blic buildings
and accon~odations for disabled persons, and relating to facilities
for disabled persons. CA will comply with or ensure by ice advicethat compliance with such provisions will be
performance of uhl8 Agreement.
.This Agreementwill he governed by the laws ofCali£o~niao excluding ~s conflicts o£ law.
8.3 ~n the even~ that an action is brought, the parniesagree tha~ trial of such action will be
sca~e courts o~ California or in the United s~a~es District Cour¢for ~he Nornhezn Discric~ o£ California ~n nhe County of San=a
Cla~a, S~ate oZ California.
8.4 The prevailing party in any actio~ brohghtenforce .the provisions of this ASreament may recover ~ts reasonable’costs and attorneys’ fees expended in connection wi~ht~a~ action,
8.5 Zf a court oZ ompeten~ ~urisdiction finds or rulesthat any provision of uhls Agreement or any amendmen~ thereto is
void or unenforceable, the unaf¢euced provisions o£ this Agreemen~and any amendments ~hereto will remain in full forceand effect.
8.6 All exhibits referred to in ~his Agreement and anyaddenda, appendices, attachmenu,, and schedules which, from ~i~e~
to time, may be refez~ed ~o in any duly execute~ amendmenn heretoare by ~u=h Eefe~n~e incorporated ~n ~h~s Agreement and wall bedeemed to be a ~)art of this Ag.r~emen~.
////II//
342 4849
8.7 This Agreement may be executed in any number of
counterparts, each of which will Be an original, but all o~ which
to~ether will constitute one and the same instrument.
IN WITNESS WHEREOF, ~he parties hereto have by their duly
authorized representatives executed this Agreement on the date
first above written,
ATTEST:
Ci~lerk ’"Mayor
SenlorAss~. City Atto£ney
APPROVED:
Ci~y-Manager
Attachments:
EXHIBITEXHIBIT
EXHIBIT
REGZSTRATION FORM
"5~ZCBNTER SOF/WARE DISTRIBUTZON
NO~D~SCRD,IINAT~ON COMPLIA~C~ ~ORM
A[~G- £-87 ?133 7:37 51£ 342 ’-.849 P. 7
P.08/19
STAT~ OF S~-.~,~
a Notazy Public in an~ £or sa~d County ~d S~e~ pe=so~Z~
or proved ~o m~ oh ~he ~siB of ~a~i~facto~ evlden~ ~o be uhe
person[s) whose ~e(s) i./are ~scribed ~o ;~he within
and ac~owle~ged ~o ~e ~ he/she/~hey executed
hie/her/~helr au~h~ri=ed ca~ci~y(ies), and tha~ by
signature{s) on ~he ine~um~ ~he person(s), or t~ en~y upon
behal~ of which the peraon(s) ac~ed, e~ed ~he ins~men~.
W~TNESS my han~and o~£icla1 seaZ.
6
5iF., 342 4849 ?. 8
."
I.
Exhibit "A"Registration Form
0 lima Avenu~ P~o ~ CA 94~
OmJ~le~ol~ by CA)
CA ~or~sional
Windows NT
,I00
lO0
$$09.S0
$11,578.70
$2.316.00
~_Z316,00
/
,.,---*~-v +.-
(~amepe4 "~!+Je of Pe~on
51£ 342 ~849 ?. 9
14arose Typ,. In,care whe0~e~ iicel~se Is CPU, Po~ Unit of U~er bas~.
~i~ation Form.- P~ Usa b~ lianas, llst ~m~r of Users of ~e Pro~a~ on each ~ompu~r s~t~ on ~= ~bl~
’Table. O~ly one computer manufacturer xhould b~ listoc~ ozx eac~ tegisu’atlop form. Please make copi~ or attach pages
in the ease or CPUs from muhiple rnanut%czu~’ers. ~ columns in th~ table shoul0 be fill~ in as follows:
F~egrarn a~d rt~leue number - ~ac~ program (i,~ing
line tog¢~u ~ ~e ret~ n~r (~. u.~.~r~ l.l)
CPU M~d ~d # P~S - The CPU t~ (~7 lot ~-9~8~ Suit. for ~ple) a~ namer of pro¢~on.
Oputting System - List ~e s~ vusion ot O~al~g Syste~ in ~,
Manura~mr~ S~al ~mb~ - S~pply ~ ~nura~’s ~l numb~ ofe~ ~uter syst~.
~ U~zs orPo~ Unin. List ~ nu~er ofU~n er ~= Pow~Unh
o For CA.UNI~CENT~R produets lh~ l~wine addi~nal Infor~tlon~ ~nuir~
Hosm~- ~is ma~ b= obm~n~ by key~g i~ ~ ~stn~e er un~n. No~ ~at ~e ~uuk is
M~us .- ~ int~aat ~ ~ Of ~e ~el~rk ~d on ~o machine. ~is may b~ obmi~ by keying
Pa~A0~s Io Sme ~ Uni~4g ~265~O ~lane x~y 0128
~ ~ lni6~ ~ri~ set ~or~ on page ] of ~is ~rm ~al} ~ pa~ble ~i~y m C~
CA nd all’¯¯
If ldc.ensee elec~ to g~elve Maintenance servir.e directly from CA, C.,A will pIovMe Licensee with (,.,A% ~nIlu4 ~.~ulppo
~ut~ s~ce r~p~ng ~e Proem ~ing ~ i~al 1~ 0u~bM on ~ fro~t page of~ls Regis~atio~
for any ~t~d~ mm for ~ ~s~ pa~ CA~ au~ Maim~ce f~. Maint~ance s~ ~1 ln~e
nv~lab~ u~,t~, new r~ and new nn~ns or~ pzo~m ~duding new pr~u~ sub~t
~iv~ m Lice~ ~y ~ un~r Maintenan~ ~ ~ prov~ed pu~ant to ~ t~ an~ subj~c to
by ~ ~1 r~u ~= proputy of ~ ~O ~allaot ~tu~ a ~k m~e for h~e u~u ~e Cop~hx ~t.
Ah~ ~ i~l turn, ~ Mainle~ s~ ~H te~w ann~lly at CA~ I~n pr~liug Maintc~ fee unl~t~na~ by et~ p~ty at least 30 da~ ~ior ~ ~ r~al d~el, M~n~ena~e f~s for ~ ;ene~s of CA Mal~e~an~ se~ic~
~ ~Sn~ ~t ~1 s~ces ~ll ~ pu~or~ by qush~cd ~mm~ in a pro~ion~ mxn~. ~O
M~l~ OBLIGA~ON ~~EK ~ L~ TO THB ~0~ OF M~~ OK 5~VIC~
~TY FO~ ~Y ~I~CT. ~C~. S~l~ O~ C~SEQ~I~ LOSS O~
~~G L~ OF DATA OR PRO~. ~L~NG THOSE A~SI~G ~OM T~ ~ OP~ON
AUG-5-97 WED 7:40 342 ’-.849 I0
342 +"-..849 £. L L
?. 12
EXHIBIT B
~Lic~ns~:’s
CA-StartupPackT~ for CA-QuickD Electronic
Software D~stribufion.
OBJECTIVES:
~is CA-S~ i~ i~ ~o:
PILOT PRO~CT
~~ ~Tc~Ja~ali ~ by teJcphoae ~o ~ev~winstall.~i,’onr~...ai~mcnts for the ClientsCA-QuivJ~ proda~ Dudo~ ~i~ ~mvars~on ~h~ ~ ~
7/~1197 0:27:30
~UG-~-97 ~ZED 7:42 IZ
INSTALLATION AND CONFIGURATION:
ADMJN~TRATION KNOWLEDGE TRANSFER:
CA-QUICKD KNOWLEDGE TRANSFER:
I0:27".~$ AM
516 342 ~849 P, 14
~b~io~ foresee offered by ~ Compum-A~sod~cs l~oi’~al Servers und Cli~n~ TmiNng
group r~m b~ fotmd in ~ Isms~ Cli~nt £du~ion C,~sslo~ oz by c~11ing 1-800.339-9273.
CLIENT PREREQUISITES:
LIMITATIONS:-
?.
| 0:27:3~ AM
P. 15
Ill -INSURANCE REQUIREMENTS City of Pale Alto; SECTION 6SO
Insurance .Requirements for Contractors
CONTRACTOR:
PROJECT MANAGER:Napone Phommachakr _
CONTRACT NAM E:
R~TURN TH~ COMPLeTeD CERTIFI~TE TO THE Cl~ OF PASO .ALTO, PURCHASING & CONTRACT
ADMINIS TRA TION, 250 HAMIL TON A V~NUE PAL O AL TO ~43D L
E.F.
G.
H,
"THE INSURANCE REQUIREMENTS CHECKED BELOWARE REQUIRED FOR THIS CONTP.,ACT.
~Automoblle Ll~b;/i~ ....
eComptehenslv~
)NCLUDI~:
¯ ~saNO O~ss~A~ ~GES Sl,~O0,~O
~/=TH~ C~ OF PALe ALTO
TE9 Cky ~ P~ ~o,k~ o~, ~n~ B~d ~oyees ~ ~med as ~d~l ~u~d, but en~ =~ to ~e~ ~e~d ~er ~ntract,
~em the ~k
~emn]~ I~ City,
~,
o. EXH~ZT C
ALTO-£-97 V/-"3 7:44 A~]. 5L£ 342 !849
PART Ill P.,F_,RTIFICATION of NONDISCRIMINATION SECTION 410
nondkcrlmlnationin employment; and Ihat ~ey agree to ~mo~t~te
t~e pr~ple of e~ual oppo~unl~ In employment.
1.0 To esta~ish or observe employment policies, whi;h affirmatively promote
opportun~tl=s for minority persons at all jo~ levels.
2.0
3.0
the minority communities at targe.
To take affirmer;re a=~|on steps to hit= minority employees v~th~r~ the org=lni=atlon.
4.0 To be knowledgeable of the local, =late, and federal laws and regulationsoncemirlg affirmative at’lion policies an~ provide Dpportunizles/’or employees.
tlf . .
342 4849 ?.IT
ATTACHMENT 2
AGREEMENT FOR PURCHASE OF LICENSED SOFTWARE
THIS AGREEMENT is made and entered into on the day of
1997, by and between the CITY OF~ PALO ALTO, a chartered
municipal corporation of the State of California ("Licensee"), and
IS SOLUTIONS, INC., a Delaware corporation, with offices at 230D
Twin Dolphin Drive, Redwood City, CA, Tax ID Number 98-0139905
("Reseller").
RECITALS:
A. Licensee has agreed to purchase certain computer
software, licensed by Computer Associates, Inc. ("CA"), from
Reseller, an authorized reseller of CA software.
B. Licensee will contract directly with CA for the
license as well as technical support and maintenance of the
software.
NOW, THEREFORE, in consideration of their mutual
covenants, the parties hereto agree as follows:
i. Purchase. Licensee shall purchase directly from
Reseller certain CA software and support services (the "Product")
described in Quote #21797-3JH, a copy of which is attached hereto
as Exhibit "A" and made a part of this Agreement.
2. Purchase Price.Licensee shall pay to Reseller,
the amount of One Hundred Three Thousand Nine Hundred Twenty
Dollars ($103,920) as total compensation for -the Product. The
specific terms of payment are set forth in Exhibit "A."
3. Warranty. Reseller warrants that it is authorized
by CA to sell the Product to Licensee.
4. Resel.!er’s Services.Reseller shall provide
technical support services to assist CA in implementation of the
Product at Licensee’s site. The specific services, which shall be
under the direction of CA, are more particularly described in
Exhibit "B" to the "Agreement for Acquisition of Licensed Software
and Support" between Licensee and CA, which exhibit is attached
hereto as Exhibit "B" and made a part of this agreement.
5. .Indemnity.Reseller agrees to protect,
indemnify, defend and hold harmless Licensee, its Council members,
officers, employees and agents from any and all demands, claims, or
liability for injury or death of any person, or property damage
caused by or arising out of Reseller’s, its officers’, agents’,
subcontractors’ or employees’ negligent acts or omissions, or
9707301~ 0031813
willful misconduct in the performance of its obligations under
paragraph 2. This indemnity excludes indirect, incidental, special
or consequential losses or damages, including loss of data or
profit, arising from the software described in paragraph I, or use
thereof.
6.Insurance.
6.1 Reseller, at its sole cost and expense, shall
obtain and maintain, in full force and effect during the term of
this Agreement, the insurance coverage described in Exhibit "C",
insuring not only Reseller, but also, with the exception of
workers’ compensation, employer’s liability, and professional
liability insurance, naming Licensee as an additional insured
concerning Reseller’s performance under paragraph 4 of this
Agreement.
6.2 All insurance coverage required hereunder will
be provided through carriers with Best’s Key Rating Guide ratings
of A:X or higher which are admitted to transact insurance business
in the State of California. Any and all contractors of Reseller
-retained to perform Services under this Agreement will obtain and
maintain, in full force and effect during the term of this
Agreement, identical insurance coverage, naming Licensee as an
additional insured under such policies as required above.
6.3 Certificates of such insurance shall be filed
with Licensee concurrently with the execution of this Agreement.
The certificates will be subject to.the approval of Licensee’s risk
manager and will contain an endorsement stating that the insurance
is primary coverage and will not be canceled or altered by the
insurer except after filing with Licensee’s City Clerk thirty (30)
days’ prior written notice of such cancellation Or alteration, and
that the City of Palo Alto is named as an additional insured except
in policies of workers’ compensation, employer’s liability, and
professional liability insurance. Current certificates of such
insurance will be!kept on file at all times during the term of this
Agreement with the City Clerk.
6.4 The procuring of such required policy or
policies of insurance will not be construed to limit Reseller’s
liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of
insurance, Reseller will be obligated for the full and total amount
of any damage, injury, or loss caused by or directly arising as a
result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is
terminated or the term has expired.
6.5 Reseller, by executing this Agreement,
certifies that it is aware of the provisions of the Labor Code of
the State of California which require every employer to be insured
2
970730 lao 0031813
against liability for workers’ compensation or to undertake self-
insurance in accordance with the provisions of that Code, and
certifies that it will comply with such provisions, as applicable,
before commencing the performance of the Services.
7. .Conflict of Interest. In accepting this Agreement,
Reseller covenants that it presently has no interest, and will not
acquire any interest, direct or indirect, financial or otherwise,
which would conflict in any manner or degree with the performance
of the Services.
Reseller further covenants that, in the performance of
this Agreement, it will not employ any contractor or person having
such an interest. Reseller certifies that no person who has or
will have any financial interest under this Agreement is an officer
or employee of Licensee; this provision will be interpreted in
accordance with the applicable provisions of the Palo Alto
Municipal Code and the Government Code of the State of California.
8. Nondiscrimination.
8.1 As set forth in the Palo Alto Municipal Code, no
discrimination will be made in the employment of any person under
this Agreement because of the age,~ race, color, national origin,
ancestry, religion, disability, sexual preference or gender of that
person. If the value of this Agreement is, or may be, five
thousand dollars ($5,000) or more, Reseller agrees to meet all
requirements of the Palo Alto Municipal Code pertaining to
nondiscrimination in employment, including completing the requisite
form furnished by Licensee and set forth in Exhibit "D".
8.2 Reseller agrees that each agreement for services
with an independent provider will contain a provision substantially
as follows:
"[Name of Provider] will provide Reseller with
a certificate stating that [Name of Provider]
is currently in compliance with all Federal
and State of California laws covering
nondiscrimination in employment; Zhat [Name of
Provider] will pursue an affirmative course of
action as required by the Affirmative Action
Guidelines of the City of Palo Alto; and that
[Name of Provider] will not discriminate in
the .employment of any person under this
agreement because of the age, race, color,~
national origin, ancestry, religion,
disability, sexual preference or gender of
such person."
8.3 If Reseller is found in violation of the
.... nondiscrimination provisions of the State of California Fair
970730 lao 0031813
Employment Practices Act or similar provisions of Federal law or
executive order in the performance of this Agreement, it will be in
default of this Agreement. Thereupon, Licensee will have the power
to cancel or suspend this Agreement, in whole or in part, or to
deduct the sum of twenty-five dollars ($25) for each person for
each calendar day during which such person was subjected to acts of
discrimination, as damages for breach of agreement, or both. Only
a finding of the State of California Fair Employment Practices
Commission or the equivalent federal agency or officer will
constitute evidence of a breach of this Agreement.
8.4 If Reseller is in default of the nondiscrimination
provisions of this Agreement or the Affirmative Action Guidelines
pertaining to this Agreement,. Reseller will be found in material
breach of this Agreement. Thereupon, Licensee will have the power
to cancel or suspend this Agreement, in whole or in part, or to
deduct from the amount payable to Reseller the sum of two hundred
fifty dollars ($250) for each calendar day during which Reseller is
not in compliance with this provision as damages for breach of
agreement, or both.
9.Miscellaneous Provisions.
9.1 Reseller represents and warrants that it has
knowledge of the requirements of the Americans with Disabilities
Act of 1990, and the Government Code and the Health and Safety Code
of the State of California, relating to access to public buildings
and accommodations for disabled persons, and relating to facilities
for disabled persons. Reseller will comply with or ensure by its
advice that compliance with such provisions will be effected in. the.
performance of this Agreement.
9.2~ This Agreement will be governed by the laws of the
State of California, excluding its conflicts of law.
9.3 In the event that anaction is brought, the parties
agree that trial-of such action will be vested exclusively in the
state courts of California or in the United States District Court
for the Northern District of California in the County of Santa
Clara, State of California.
9.4 The prevailing party in any action brought to
enforce the provisions of this Agreement may recover its reasonable
costs and attorneys’ fees expended in connection with that action.
9.5 If a court of competent jurisdiction finds or rules
that any provision of this Agreement or any amendment thereto is
void or unenforceable, the unaffected provisions of this Agreement
and any amendments thereto will remain in full force and effect.
9.6 All exhibits referred to in this Agreement and any
addenda, appendices, attachments, and schedules which, from time
970730 lac 0031813
4
to time, may be referred to in any duly executed amendment hereto
are by such reference incorporated in this Agreement and will be
deemed to be a part of this Agreement.
9.7 This Agreement may be executed in any number of
counterparts, each of which will be an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have by their duly
authorized representatives executed this Agreement on the date
first above written~
ATTEST:CITY OF PAL0 ALTO
City Clerk Mayor
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
City Manager
Acting Director of
Administrative Services
IS SOLUTIONS, 7NC.
Its:
Taxpayer’s I.D. No. 98-0139905
Risk Manager
Attachments:
EXHIBIT "A" :
EXHIBIT "B" :
EXHIBIT "C" :
EXHIBIT "D" :
Quote #21797-3JH
Unicenter Software Distribution Manager
Insurance Requirements
Nondiscrimination Compliance Form
970730 |~ 0031813
5
CERTIFICATE OF ACKNOWLEDGEMENT
(Civil Code S 1189)
)
SS.
On ..~. ’.~7~ ~/ ,1997, before me, "~_,~_~ ~’ ~°~--~o,
a Notary P~lic ~inand for said County ~nd State, personally
appeared .~.~. ~.~?~i~ ¯ ,~ersonally known to me
or proved~o me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), Or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
s~gnature ~f Notary Public
9707301~ 0031813
6
EXHIBIT A
SOLUTIONS
7/29/97
West Shore Office Park,
230D Twin Dolphin Drive
Redwood City, CA 94065-1402
Tel.: 415-637-8033
Fax: 415-637-8037
The City of Paio Alto Attn: Napone Phommachakr Quote # 21797-3JH
Software ¯
2 x NT 4.0 Servers
.500 Client Agents
Unicenter TNG for NT
Unicenter Software Delivery Manager
Desktop Management Option
Software Delivery Agents
Desktop Management Agents
500 Stac Reachout clients (version 7) - viewer only
Services Pricinq Breakdown
Ten days of on-site services to include
Design Review
Installation Plan
Knowledge Transfer
Implementation services
Software Components
Delivery Manager
Dual Peniium-Pro 200MHz NT Server .$2,270.00
Pentium-Pro 200MHz NT Server $1,135.00
500 Agents $25,884.65
500 Stac clients (including Year I maintenance)
Sub-Total Software
Maintenance for CA software (Year 1)
Service Components
Professional Services: 10 days*
Asset Management
$2,270.00
$1,135.00
$25,884.65
Total
$4,540.00
$2,270.00
$51,769.30
$9,000.00
$67,579.30
$18,840.70
$18,ooo.oo
Total for Software and Services $103,920.00
Terms and Conditions
Terms are NET 30 days and taxes are not included. Delivery is scheduled through
CA Professional Services Group, All software quoted includes first year maintenance
* These prices include travel and expenses
IS Solutions Inc 1 John Hamilton
¯ Exhibit "A"Registration Form
Windows HT
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$S09.50
$I I.$78.70
~;n~*.~ ~+ a, eu0r~ an the leone W~l be ~vld~ rot ~ i~fi~1 ~tm of ~ (1) )~lffs) commencing ,, ~/ "
Type. Indicate whether licer, se is ~PU, Po~ UnI~ ot User
Form,
"Table, O~ly one computer rrmnul’acturer should ba listg) o~ eac~ rcgiswation form. Please make co,pi~ or attach pages
in ~ case orPus from multiple maaut’act~us, ~ columns in zh~ table should b~ J]lle.d in as follows:
- ~ogram and P~l¢~ nt~rnber - ~a~ program (inch~liog any opdona]
- CPU M~ ~d # Pr~s - Tho CPU g~ (~7 got ~.~ S~ie~, rot ~1) and ~u~¢r or proctors.
- Opiating System - Lis¢ ~ s~= v~slon or O~ating System in use,,.’- Manura~mru~ S~ial ~mb~ - Supply ~ ~nuta~r’s ~hl
Hosing- ~is mt~ b~ ob~ia~ by key~ i~ ~ ~slnme ~r un~n. Nora that ~ ~ult is
~s .- ~ Jnt~aat ~ ~ Og ~e~et~tk ~d on ~e machine. This mw be ob~i~ by keying
~s ~IL aisp~y som~i~ ~lar to ~ [o~dwi.g:
~265C~ O ~ l~no x~xy 0128
T~ ~umb~ r~ir~ is ~h~ one undu Sta~on ~dc~s ~ich will r~n~ble ~¢ Oc08~6~C~
~id~I ~lu~ ~ ~hat iz is ~o ptima~ ~tcense ~y lot CA.~~R aM ~ BE ~~.
Main|ea~.,~c¢ or O0vcz Sc~vic~. l.ndi:ate lt’p~uchadng Maintenance from CA or an au~orized reseller, lrLi~as~
¯~ ~ [ni~ ~ri~ ~e~ for~ on page l or ~is ~rm ~all ~ payable di~fly to CA.
CA e n6 di ’~¯I ¯
I~ Licens¢~ elects to zc~;eive Mainteoa~ee service dir~Qy ~rvm CA, ~ wi9 ~ovJde Lice~ee ~ ~’s st~d~d ~ppor~
for any ~t~d~ ~m for ~ich L~ens~ pays CA~ ao~al Main~n~ce r~. Main~ence s~m ~all include
~iv~ ~ Licen~ by ~ under Maint=nance ser~ee ~ provided pursuant to ~ t~ms and subjecg to IheX~Jc~ons
epplicabls ~ogt~ i~ease a~me~l. A[I w~r~s, d~lltatio~, repels, ~niq~s, d~igns Sad o~ ~i~1$ prc~by ~ ~I r~o ~ prop~t~ o~ ~ and ~allaot onsdtu,~ a ~sk ~¢ fo~ bke und~ ~Cop~ight ~t.
After the initial t~m, CA Maintenance sezvice r~hall renew annually at CA’s ~h~n prcvajling bl^i.tcpanc¢ fec unless
"l’
wA~l~. ~H~g EXPOS OK ~L~, INCL~G, WIT~O~ LIMITATIO~ T~ ~L~D ’
TO CA ~R ~ ~ ~g~ SER~CE PE~OD. ~ NO ~ W~ CA BE LI~LE TO LI~S~ OR ~Y
OT~ P~TY FOK ~Y I~I~CT. ~C~. S~i~ OK C~SEQ~I~ LOSS OK
(~~G L~ OF DATA OR PRO~, ~CL~ING THOSE A~SING ~OM T~ USE, OP~TION
AUC.-E-97 V;.~3 7"4’3 k.’,l51E 342 ’.849 ?. 10
CA, StartupPackTM for CA-Q~ickI) Electronic
Software Dhtribufion.
~od~ ~o~: ~UI~990SU
PILOT PROAECT PREPARATION:
7/~ 1/97 10:27:30 AM
INSTALLATION AND CONFIG~TION:
Upo~ complet~n of the k~owledge, t~ CA-Q~fle2~ Adzr~-~r should b¢ ab~ to:
CA-QUICKD KNOWLEDGE TRANSFF~:
product’s
731/97 10".27:35
P. 14
Page
CLIENT PREREQIYfSITES:
L~ATIONS:.
i 0:27:~ AM
P. 15
EXHIBIT C
PRODUCER
Commercial Lines Unit
~BURGER BASSO de GROSZ INS.
06/17/97
THIS CF-.RllRCATE |S I~UED AS A MATTER OF tNFOF~MATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND ORALTER THE COVERAGE AFFOFIDED BY THE POLICIES BELOW.301 Island Parkway, Suite 300
Belmont, CA 94002-4110
INSURED
IS Solutions Inc.
230d Twin Dolphin Drive
Redwood City, CA 94065
COMPANI E$ AFFORDING COVERAGE
COMPANY
AFederal Insurance Company
COMmANY
aKemper Group of Insurance Companies
CO.V =A.NYc
COMPANYD
THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE USTED BELOW HAVE BEE~ IS,,~JED TO THE INSURGD NAMED A~3VEFGRTHEPOLICYPER~00
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM O~ CO, CIncH OF ANY CONTRACT OR OTHER DOCUMENT %’,ITH RESPECT TO WHICH THIS
C~:~IFICATE MAY BE ISSUED OR MAY PERTA/N, THE INSURANCE AFFORDED BY THE POLICIES DESCRBED HET~N 18. ~8JECT TO ALL THE
EXCLU~ONS AND COND~ONS OF SUCH POUCIES. LIMITS SHOWN MAY HAV~ BEEN REDUCED BY P~4D CLA~Mg.
CO ’POLICY EFFEOT=VE POLI~YEXPIRAT, ONLTR~YPEOF INSURANCE POLICYNUMEER DATE {M M/DD/%~ DATE ~M M/DD/3~t]
3533i0583 65/01/97 05/01/98GENERAL LIA BILIW~M ERCIAL GENERAL LIABH.IT¥
CLAIMS MADE~ ~ OCCUR
~WNER’S & C~NTRACTORIS.PROT
AUTOMOBILE L~ABILITV
~ ANYAUTO
ALL OWN ED AUTOS
SCHEDULED AUTOS
X NON-OWNEDAUTOS
GARAGE LIA El LITt’
ANYAUTO
EXOESS LIABILITY~UMBRELLAFORM
OTHER THAN UM BRELLA FORM
WORKERd COMPENSA~ON AND
EMPLOYERS’ LIA El LI1%’
-I
9879724853
3BA0’B530300
~5/0’i/97
o~1o,1197
05/01/97
0’5/01/98
05/d11/98
05/01/98
TH E PROPRIETOR/
~PARTN ERE/EXECUTIVE INCL
.,OFFICER$.A~E:I A.[ EXOL
OTHER
a EN_-’~X: AS~R ESATE
P.ROD;3CTS. COMP/OPAGG
PE~SO,,AL’~. AOV INJURY
EA~,- O~,CURR ENC~
F.!,R E DAMAG E(Anyooe fire}
MED ~X:~A~y One persO~
COY 9;.%’~D SING L E LIMIT
BOD:LYINJURY
(Per perSOn)
(Per z."~;d e:It)$
PROPE=..’-Y DA MAG E $
AUTO ONLY- EA ACCIDENT
,ooo,oob
~2,000,000
~I,000,000
,I,000,000
$1,000,000
$i0~000
~i,000,000
OTHER THAN AUTO ONLY::’:’>:~:~i :’:’:’;::~’::’:’~:::$:::’:’:’:’:<’¢:::
$EAC’H ACCIDENT
EA0~J OCCURRENCE
AG~=E~ATE
ISTAT:JTORY L MITE
~.Ac~ ACO,OE~T
D:S =-AS E-PC,ICY LIMIT
=i,000’,000
~,000,000.
$
$i,,000,,,,000
$i,000~0.00
EMPLOYEE!S1 ,DO0 f 000
D~~IPIION OF OPERATiON~/LOCATIONSHEHICLES,~PECIA L ITEMS
City of Palo Alto, its-officers, agents and employees are added as
Additional Insureds-Designated Persons or Organization per £orm
#80-02-2367.
City of Palo Alto, Contract
Administration.
P.Oo Box 10250
Palo Alto, CA 94303
S HOULO ANYOF THE ABOV E OE’~CRIBED WOL;CtES B E CANOELL ED B EFOR E TH E
~PIRATION DATETHEREOF, THEI~UING ~MPANYWILL ENOEAVORTO MAIL
~ DA~ WRITTEN NOTICE TO TH E CERT FIXATE HOLDER NA M ED ~ THE LEFT,
BUT FAILURE TO MAIL 8UGH NOTiGE 8HALL ~M~8 E NO OBLIGATION OR LiA~L~
OF ANY KIND U~N THE COMPANY, I~ AG~T9 OR R~R~TATIV~.
A~VE
.":~%’.’~.v~..~’.~..;’~’.k".~.. .’>~’~.~X~-v-’" " ........¯ + "’X.. ¯.,. -a .- ~....- ~ ~. ~.,........~~~f4~:~:~:~:~:~:~:Z~::~::~:~::::~¥:~:x:::.~::x::::<~:~:~x+:~:~:~ .~.~}’£x. x::" :::
CERTIFICATION of NONDISCRIMINATION SECTION 410
PROJECT TITLE: " " ....
Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto,
the firm and individuals listed below cedifies that they do not discriminate in employment with
regardsto age, race, color, religion, sex, national origin, ancestry, disability, or sexua! preference;
that they are in compliance with all Federal, State and local directives and executive orders
regarding nondiscrimination in employment; and that they agree to demonstrate positively and
aggressively the principle of equal opportunity in employment.
The Bidder agrees specifically:
1.0 To establish or observe employment policies which affirmatively promote
opportunities for minority persons at all job levels.
2,0 To communicate this policy to all persons concerned, including all employees,
outside recruiting services, especially those serving minority communities, and to
the minority communities at large.
3,0 .To take affirmative action steps to hire minority employees within the organization,
4.0
Si natureg .
To be knowledgeable of the local, state, and federal laws .and regulations
concerning affirmative action policies and provide opportunities for employees.
Please include any additional information available regarding equal opportunity employmentprograms now in effect within your company. ~
(,Please attach additional pages if necessary)
END OF SECTION
CITY of PALO ALTO: Nono~liscrimination (RFP # TBD)
J-UL-~-I997 18:06
SECTION 410-1
P. 11