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HomeMy WebLinkAbout2002-12-02 City Council (5)City of Palo Alto C ty Manager’s Report TO:HONORABLE CITY COUNCIL 7 FROM:CITY MANAGER DEPARTMENT: ADMINISTRATIVE SERVICES DATE: SUBJECT: DECEMBER 2, 2002 CMR: 452:02 APPROVAL OF A CONTRACT IN THE AMOUNT OF $i23,669 WITH SCT FOR SOFTWARE MAINTENANCE AND SUPPORT OF UTILITY CUSTOMER INFORMATION SOFTWARE RECOMMENDATION This report recommends that Council: 1. Approve and authorize the Mayor to execute the attached contract with SCT in the amount of $123,669 to provide 24 hours a day, 7 days a week software maintenance and support for the City’s Utilities Customer Information System (CIS), including BANNER Customer Information System~ BANNER Customer Contact System (CCS), BANNER Electronic Work Queue (EWQ), and BANNER Customer Web Access (CWA). 2.Authorize the City Manager or his designee to approve the renewal for the following two years provided-that the vendor is responsive to the City’s need and the quality of the vendor’s work is acceptable during the first year of the contract, which will determine the City’s willingness to renew the contract. DISCUSSION The City is currently using the SCT BANNER CIS software product for the billing of Utilities services: Staff is also in the process of implementing the CCS, EWQ and CWA modules of BANNER. The software maintenance contract provides e-mail, remote dial- in, and telephone support for software application issues 24 hours per day, 7 days a week. SCT is the copyright holder and publisher of the Banner software products. SCT is the sole source for the provision of the Banner software products and the support of upgrades for the Banner software products. The initial contract term will be for one year with the option of extending the contract for up to two 12-month periods for a maximum of 36 consecutive months. CMR: 452:02 Page 1 of 2 FISCAL IMPACT Funds are included in the Administrative Services Information Technology 2002-2003 Operating Budget. ENVIRONMENTAL ASSESSMENT Approval of this Contract Amendment does not constitute a project under California Environmental Quality Act (CEQA). Therefore, no Environmental Assessment is required., ATTACHMENTS Attachment 1:Contract PREPARED BY: E. LOO Chief Information Officer, Information Technology Services DEPARTMENT HEAD APPROVAL: CARL YEATS Director,Services CITY MANAGER APPROVAL:~Q/~, ~ E1V~LY HARRISON Assistant City Manager CMR: 452:02 Page 2 of 2 TECHNICAL CURRENCY AGREEMENT SCT UTILITY SYSTEMS, INC. Carolina Research Park 9 Science Court Columbia, SC 29203-9344 FAX Number (803) 935-8032 ("SCT’~) and CITY OF PALO ALTO 250 Hamilton Avenue Palo Alto, California 94301 FAX Number (415) 321-0651 ("Licensee") THIS AGREEMENT is made between SCT and Licensee on the Commencement Date of September 1, 2002. ¯ SCT and Licensee have entered into a Software License and Services Agreement with an Effective Date of September 30, 1997 (the "License Agreement") for the Licensed Software. At or about the same date as the Effective Date of the License Agreement, SCT and Licensee entered into a Technical Currency Agreement (the "Original Technical Currency Agreement") related to the provision by SCT of Improvements for the Baseline Component Systems licensed under the License Agreement. Thereafter, the parties entered into certain amendments to the Original Technical Currency Agreement relating to the provision of Improvements for additional Baseline Component Systems. In order to combine all of the parties’ respective obligations into one agreement, SCT and Licensee hereby terminate the Original Technical Currency Agreement and any and all amendments thereto, with neither party having any further obligations thereunder. In place of the prior contractual arrangements, SCT and Licensee are entering into this Technical Currency Agreement which sets forth the parties obligations to each other, beginning on the Commencement Date, in connection with the provision of Improvements for the Baseline Component Systems listed in Exhibit 1. In this regard, Licensee desires that SCT provide Maintenance and Enhancements for and new releases of the Baseline Licensed Software identified in Exliibit 1 on the terms and conditions contained in this Agreement. Accordingly, the parties agree as follows: 1. Incorporation By Reference. Sections 1 (Definitions), 8 (Confidential Information), 11 through 15, inclusive ~, Force Majeure, Assignment, No Waiver and Choice of Law; Severability, respectively) and 17 through 22, inclusive (Indernni_ty for Personal Injury. and Physical Property Damage, Insurance, Conflict of Interest, Non-Disc’rmaination, Americans with Disabilities Act, and Counterparts, respectively) of the License Agreement are incorporated into this Agreement by this reference as fully as if written out below. If any provision incorporated by reference t~om the License Agreement conflicts with any provision of this Agreement, the provision of this Agreement will control. 2.Additional Dbfmitions. "Commencement Date" means the date identified above in this Agreement as the Commencement Date. "Contract Year" means, with respect to each Baseline Component System, each one (1) year period beginning and ending on the dates provided for in Exhibit 1 for such Baseline Component System. ~Enhancements" means general release (as opposed to custom) changes to a Baseline Component System which increase the functionality of the Baseline Component System. "Expiration Date "means, with respect to each Baseline Component System, the date upon which the. initial term of this Agreement ends for such Baseline Component System as provided for in Exhibit 1. "Improvements" means, collectively, Maintenance, Enhancements and New Releases provided under this Agreement. "Maintenance" means using reasonable efforts to provide Licensee with avoidance procedures for or corrections of Documented Defects. "New Releases" means new editions of a Baseline Component System. "Partial Year" means, for each Baseline Component System, the period between the Commencement Date and the first day of the initial Contract Year for that Baseline Component System. ¯ 3.Services. (a) Types of Services. During the term of this Agreement, SCT will provide Licensee with Maintenance for, Enhancements of, and New Releases of each Baseline Component System identified in Exhibit 1. (b) Limitations. All Improvements will be part of the applicable Baseline Component System and will be subject to all of the terms and conditions of the License Agreement and this Agreement. SCT’s obligation to provide Licensee with ImProvements for Baseline Component Systems owned by parties other than SCT is limited to providing Licensee with the Improvements that the applicable third party owner provides to SCT for that Baseline Component System. In this regard, to the extent that an agreement authorizing SCT to resell or sublicense a third party’s Baseline Component System is terminated or expires prior to the Expiration Date, or prior to the expiration of any renewal term, for that Baseline Component System, then SCT’s obligation to provide Improvements to Licensee for that Baseline Component System, and Licensee’s obligation to pay SCT for such Improvements, shall automatically terminate simultaneously with the termination or ~ expiration of the relevant agreement. Licensee must provide SCT with such facilities, equipment and support as are reasonably necessary for SCT to perform its obligations under this Agreement, including remote access to the Equipment. (c) 24X7 Telephone Support. Beginning on the Commencement Date, SCT will provide 24 hour-per-day toll free telephone hot-line support (Monday through Sunday, inclusive, excluding Licensee holidays), and Licensee will be entitled to call SCT and receive available telephone assistance from SCT on functional and _technical issues related to the Baseline Component Systems and/or to report Documented Defects on a round- the-clock basis. Without in any way limiting the foregoing, SCT agrees to use good faith and diligent efforts to provide responses to calls from Licensee for assistance and support under this Agreement in a time frame which, is generally considered timely in the information technology industry taking into consideration the nature and severity of the call at issue. 4.Payment and Taxes. (a) Technical Currency Fees. For the Improvements for each Baseline Component System, Licensee will pay SCT: (i) the amount provided for in Extfibit 1 as the Partial Year payment (if applicable) on the payment date provided for in Exhibit 1; and (ii) the amount provided for in Exhibit 1 as the "Payment Amount" for the first Contract Year; and (iii) for each Contract Year subsequent to the initial Contract Year, an amount invoiced by SCT, which amount will not increase by more than the "Annual Escalation Not to Exceed Percentage" provided for in Exhibit 1 the fee that Licensee was obligated to pay to SCT for Improvements for the applicable Baseline Component System in the immediately preceding Contract Year for that Baseline Component System. Fees for Improvements for a Baseline Component System are due on the first day of the first month of the Contract Year for that Baseline-Component System. (b) Additional Costs. Licensee will also reimburse SCT for actual travel and living expenses that SCT incurs in providing Licensee 2 with Improvements under this Agreement, with reimbursement to be on an as-incurred basis. SCT will use reasonable efforts to limit travel and living expenses by using coach air fare, booked in advance when available, staying at hotels identified in advance by Licensee as offering Licensee’s contractors a discounted rate, and sharing rental cars. Licensee will also reimburse SCT for all charges incurred in connection with accessing Equipment. Reimbursement is subject to any statutory reimbursement limitations imposed on Licensee contractors, and Licensee will provide SCT with a copy of such limitations before SCT incurs expenses. (c) Taxes. Licensee is responsible for paying all taxes (except for taxes based on SCT’s net income or capital stock) relating to this Agreement, the Improvements, any services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Licensee is exempt from the payment of any such taxes, Licensee must provide SCT with a valid tax exemption certificate; otherwise, absent proof of Licensee’s direct payment of such tax amounts to the applicable taxing authority, SCT will invoice Licensee for and Licensee will pay to SCT all such tax amounts. (d) Late Char ege~s.. Licensee will pay each SCT invoice by no later than thirty (30) days after receipt. Late payments are subject to a late charge equal to the lesser of: (i) .the prime lending rate established from time to time by Mellon Bank, N.A., Philadelphia, Pennsylvania, pins three percent (3%); or (ii) the highest rate permitted by applicable law. 5. Term.___~ As it applies to each Baseline Component System, the term of this Agreement is for the period beginning on the Commencement Date and continuing until the Expiration Date for that Baseline Component System. For each Baseline Component System, this Agreement will automatically be extended for consecutive Contract Years beyond the Expiration Date on a year-to-year basis unless either party notifies the other in writing of its intent not to extend this Agreement for any particular Baseline Component System at least six (6) months prior to the Expiration Date, or, for any Contract Year subsequent to the Expiration Date, at least six (6) months prior to the expiration of the then-current Contract Year. 6.Disclaimer of Warranties. Licensee agrees and understands that SCT MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY IMPROVEMENTS AND/OR ANY OTHER MATTER RELATING TO TH!S AGREEMENT,AND THAT SCT EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SCT EXPRESSLY DOES NOT WARRANT ¯ THAT A COMPONENT SYSTEM OR ANY IMPROVEMENTS WILL BE USABLE BY LICENSEE IF THE COMPONENT SYSTEM HAS BEEN MODIFIED BY ANYONE OTHER THAN SCT, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPAT]BLI~ WlTH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. 7. Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking termination must give the other party notice that describes the event or condition of termination in reasonable detail. From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to the right of termination is not cured within that period, this Agreement will automatically be deemed terminated at the end of that period. However, notice to SCT of a suspected Documented Defect will not constitute a notice of termination of this Agreement. Termination of this Agreement will be without prejudice to the terminating party’s other rights and remedies pursuant to this Agreement. 8.LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF SCT. SCT’S LIABILITY IN CONNECTION WITH THE IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES THAT LICENSEE ACTUALLY PAID TO SCT FOR THE IMPROVEMENTS FOR THE YEAR THAT SUCH LIABILITY ARISES. AC OW ES THAT SCT 9. ,~ This contains th~ ~d e~s a~ pfi~ o~ ~d wBUcn subj~t ma~. Any po~e d~ent w~ch ~y ~ issu~ by Li~ in COnn~fion ~ ~ ~ement d~ not m~i~ ¯ is ~em, No m~ifica~on of A~t is ~ ~ each p~, ~d ex~ly ~dcs ~t it ~s ~is ~menL THE PARTIES havc exerted this Agreement through the signatures of their respe~ttw amhori~cd representatives. ATTEST:C£rY OF PALO ALTO Mayo~ Seniw Asst, City A~mey APPROVED: Taxpayer I.D, No. 23-229-663 ] Acting Director of Administrative S .ecvicc~ Risk Manager Licensee:City of Palo Alto PARTIAL YEAR PAYMENT/DUE DATE: N~A FIRST ANNUAL CONTRACT YEAR PAYMENT DATE: October 1, 2002 Annual Escalation Not To Increase By More than: 10% Of Prior Full-Year Annual Payment. BANNER Customer Information System (CIS) for up to 30,000 electric, gas, water, sewer, refuse, and storm water drainage customers BANNER Customer Contact System (CCS) for up to 30,000 electric, gas, water, sewer, refuse, and storm water drainage customers BANNER Electronic Work Queue (EWQ) .for up to 30,000 electric, gas, water, sewer, refuse, and storm water drainage customers BANNER Customer Web Access (CWA) for up to 30,000 electric, gas, water, sewer, refuse, and storm water drainage customers October l/September 30 October l/September 30 October l/September 30 October l/September 30 September 30, 2003 September 30, 2003 September 30, 2003 September 30, 2003 $48,315.30 $7,247.30 $4,831.53 $33,275.00 T~X~yer I,D, N~. ~?,3-229-6631 CITY OF PALO A~TO Mayo~ (Printed N~me o~ Signatory) My Commh~ion ~xpi~; ~$,$JOR E~’p~,~