83-020 DLH Systems, Contract for Programming Services, Resolution No. 6060 °
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• CONTRACT FOR PROGRAMMING SERVICES
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Contract made on May 24, 2983 by the City of Cupertino/ a municipal
corporation of the State of California , hereinafter tailed the Client ,
and DLH Systems, Inc . , hereinafter called DLH.
It is hereby agreed by the parties as foiiowS :
i ^ ' THE CONTRACT DOCUMENTS. The complete contract consists of the
following contract documents.
- a ^ The City of CuPePtino / s Request for Proposals dated August ,
19824
b , Proposal from DLH dated September 25, 1982^
c^ Attachment 41 referencing installation dates.
Any programs and/or systems not specific-ally Contained in the
above description/documents/ While they may be contained in the
products as delivered / are not to be considered as covered by this
agreement .
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2^ CONTRACT PRICE. The City agrees to pay, and DLH agrees to
accept , in full payment for the Work above agreed to be done, the Sum as
detailed in the DLH proposal subject to additions and deductions as
Provided in the contract documents-
Costs of modifications to specifications as defined in the RFP
and proposal shall be negotiated separately from this agreement . The
Client will be financially responsible for any and all applicable
sales/use tax (es) and for any and all applicable property tax (es) that
may be ievied against any prOducts delivered to the Client under the
terms of this agreement.
3^ DISPUTES PERTAINING TO PAYMENT FOR WORK.. Should any dispute
arise respecting the true value of any work done/ of any work Omitted , or
of any extra Work which DLH may be required to do, or respecting the size
of any payment to DLH during the performance of this contract , said
dispute shall be determined in accordance with the agreement of the
Parties/ or in accordance with the rules of the American Arbitration
Association if the Parties are, unabie to agree.
4. EXTRA OR ADDITIONAL WORK AND CHANGES- Should the City, at any
time during the progress of the work reYuire .anf alteration, deviations,
additions or omissions from the specifications or plans or other contract
documents, it shall have the right to do so, and the same shall in no way
affect or make void the contract / but the cost of value thereof will be
added to, or deducted from, the amount of the contract price/ as the case
may be, by a fair and reasonable valuation, which valuation shall be
determined either by reference to the current standard hourly rate or in
Accordance with the agreement of the parties`
5^, TERMINATION, AMENDMENTS OR MODIFICATIONS. This contract may be
terminated , amended or modified / with the mutual consent of the parties.
The compensation Pa/abie, if any, for such termination/ amendment or
modifications/ shall be determined in accordance with the agreement of
the parties/ or in accordance with the ruies of the American Arbitration
Association� if the parties are unable to agree. ,
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6. TIME FOR COMPLETION. ALL work under this contract shall be
completed in accordance with Attachment i ^
If DLH shall be delayed in the work by; the acts or neglect of
, the City, or its empLoyees, or those under it by contract or otherwise,
or by changes ordered in the. work , or by striKes/ Lockouts by others/
fire, unusuaL delay in transportation, un4voidable cas8aities or any
causes beyond the contractor ' s control , or by \ieiay authorized by the
City/ or by any cause which the City shall determine justifies the delay,
then the time of completion shaii be extended accordingly.
7. TERMINATION FOR BREACH, ETC. If DLH should be adjudged
bankrupt , or if it should make a generai assig ent for the benefit of
its creditors, or if a receiver should be alppUinted on actount of its
insoivency/ or if DLH should violate any of, the provisions of the
contract , the City may serve written notice of its intention to terminate
the contract , such notice to contain the easons for such intent to
terminate the contract , and / unless within ten days after serving of such
notice, such violation shall cease and satisfactory arrangements for
correction thereof be made, the contract shaILL , upon the expiration of
said ten days, cease and terminate. The City may/ without Liability for
so doing , take possession of, and utiiize in completing the work , such
software and documentation, belonging to DLH.
8. NOTICE AND SERVICE THEREOF. Any notice from one party to the
other under the contract shaii be in writing / and shall be dated and
signed either by the party giving such notice, Or by a duly authorized
representative of such party. Any such notice shaii not be effective for
any purpose whatsoever unless served in the foi|iowing manner : (a ) if the
notice is given to the City either by person'al delivery thereof to the
City Manager of the City/ or by depositing the Same in the United States
maiis/ enclosed in a sealed envelope, addressed to the City, post6ge
prepaid and certified ; (b ) if the notice is ghven to DLH, either by
persona [ delivery thereof to DLH, or to its duly authorized
representative or by depositing the same in the United States maiis,
enclosed in a sealed envelope, addressed , to DLH Systems, Inc . 4502
Georgetown Piace/ Suite iOO/ Stockton, CaiiforMa 95207^
9. ASSIGNMENT OF CONTRACT. Neither the .' contract / nor any part
thereof, nor moneys due or to become due thereunder , may be assigned by
DLH without the prior written approval of the City.
10. PAYMENT. Upon the City accepting the software and
documentation as detaiied in contract Document B/ the City agrees to pay
within 30 days the base system fee. Upon the City accepting software and
documentation for modifications to the base \ system/ as detaiied in
contract Document B or subsequently mutually agreed to changes, the City
agrees to pay within 30 days 90% of modification cost ^ The balance due
within 60 days.
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11 . WARRANTY. DLH warrants any and ali programs delivered under
this contract to be free from any defects when used in accordance with
the documentation supPiied for a period of (90) ninety days from date of
delivery; an additionaL warranty period of thirty (30) days wi [ i apply
• to quarterly, semi -annuai / and annual processes. This additionai
warranty period wiii commence on the first quarterly, semi -annual, or
annual cycle as applicable and is valid for the first cycle only of these
processes. Any modifications made to the P-ro.grams by anyone other than
DLH personnel wiii void this warranty. ALL apparent programming problems
must be submitted to DLH as soon as possibLe for investigation and
resolution. If the apparent programming problem is determined not to be
a probiem caused by the program(s) , the client wiii. be charged for the
effort expended by DLH to investigate the cause of the problem. This
charge will be made at DLH / s then-current standard hourly rate. ALL
changes made to any program(s) covered by this agreement to correct
programming errors wiii be suPPiied to the client free of charge during
the warranty period (a Uominai charge may be made for the media on which
the change is supplied ) . All other changes made after the warranty
Period expires and all changes generated by DLH for the purpose of
' enhancing the function of these programs, or expanding their
capabiiities, wiii be subject to a separately-negotiated charge and
contract .
DLH ' s total Liability under this agreement is Limited to the
correction of programming defects and DLH makes no other • warranties to
Client , express or impiied^
12. LIQUIDATED DAMAGES. Time shall be of the essence of this
contract . If DLH faits to complete, within the time fixed for such
completion, the work hereinbefore mentioned and described and hereby
contracted to be done and performed , it shall become [ iabiie to the City
for Liquidated damages as detaiied in Attachment i for each and every
period during which said work shaii remain \/ncoNpiefed beyond such time
for completion or uniawfui extension thereof, which sum shall be presumed
to be the amount of damage thereby sustained by the City since it would
be imPracticabie or extremely difficult to fix the actuai damage, and the
amount of Liquidation damages may be deducted by the City from moneys due
DLH hereunder .
13. DOCUMENTATION. ALL required documentation and instructions for
installation of any program(s) covered by this agreement or for the
documentation of any systems design covered by this agreement wiii be
su9piied to the Client by DLH as part of the normai programming or
systems design effort at no cost to the Client over and above the costs
agreed to above. Any assistance provided by DLH personnel at the
Ciient / s request / other than to correct programming errors (aS covered
above) , will be chargeable to the Client at DLH / s theU-current hourly
` rate^
14. LICENSE. The programs are licensed to the City in perpetuity.
The programs incorporate proprietary information and trade secrets of DLH
and are protected by copyrights owned by DLH` This agreement and the
Licensed programs to which it applies may not be assigned , sub- licensed
or otherwise transferred by the City. Programs specifically designed for
the City will 'remain the property of the City^
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15. ADDITIONAL PROVISIONS. DLII and the Client hereby agree that •
neither wiLL hire an employee of the other , or any person who had been an
employee of the other within the last 12 months, for the duration of this
contract , and for a period of 12 months folLowing the comp Let ion of work
done under this agreement .
City of Cupertino DLII. Systems, Inc .
City Manager President
S 46 713 14,-7 7- 3 (t 8'3
Date Date
ATTEST : APPROVED AS TO FORM :
4/J.::L / 4 .4i71(%;
City CLa k ity At orney
0.7 /yect3
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ATTACHMENT 41
PROGRAMMING SERVICES CONTRACT
The Liquidation damages are prescribed as set forth beiow/ on a per
system basis. The penalty shaii commence at 8“O0 a ^m^ on the day
following the date as set below. ALL dates are subject to change by
mutual agreement of the CLient and DLH.
An acceptance document shall be signed by a representative of the
Client when an apPiication is deemed installed , '/Instaiiedn is defined
as when a set of programs and procedures comprising an appiication is
phYsicaiiy Loaded to the System/34, existing System/32 data fiies have
been converted to the System/34, and IS proven to operate under the
agreed to specifications/ and the documentation has been deLivered to the
user . Further methods to determine install is provided as a portion of
the proposal supplied to the Ciient ^
Implementation delays due to Client responsibilities or changes in
specifications shall void the penalties for that application area
prescribed below and wiii cause aii subsequent operationaL target dates
to be re-negotiated .
ApPiication Install Liquidated
System Date Damages
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UtiLity Billing June 15, 1983 $1.00/Week
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MAPS July 30/ 1983 iiiOO/Week
Payroll/Personnel August 15, 1983 51.00/Week
Accounts Receivable
(System/32 Conversion) August 31 , 1983 $100/Week
Deposits September 30, 1983 $1.00/Month
Vehicle Maintenance October 31 , 1983 $iOO/Mohth
Business Licenses November 30, 1983 $100/Month
Fixed Assets January 1 , 1984 1;100/Month
Building Permits To be determined
Council Action Index To be determined
Recreation Registration To be determined
Planning • To be determined