HomeMy WebLinkAbout05 B.L. INFO MGNT SYST 09-18-95 NO. 5
9-18-95
I nier-Com
ATE:
SEPTEMBER 18, 1995
TO:
WILLIAM A. HUSTON, CITY MANAGER
COMMUNITY DEVELOPMENT DEPARTMENT
FROM:
AUTHORIZATION TO EXECUTE LICENSING AGREEMENT WITH MUNICIPAL
SUBJEC~ RESOURCES CONSULTANTS FOR PURCHASE OF A NEW BUSINESS LICENSE
INFORMATION MANAGEMENT SYSTEM AND ONGOING SUPPORT
RECOMMENDATION
1)
Authorize the Assistant City Manager to execute the proposed
licensing agreement with Municipal Resources Consultants for
the purchase of a new business license information system and
ongoing support.
2)
Approve optional business license identification task
contingent upon approval and receipt of offsetting state
funds.
FISCAL IMPACT
The purchase, installation and ongoing annual support of a new
business license information management system is consistent with
cost allocations identified within the Fiscal Year 1995-96 proposed
annual budget for this effort.
However, the selected consultant has offered to provide the City
with an optional delinquent business license identification service
to be billed on a monthly basis. It is anticipated that the costs
for this service ($500 per month) will be completely recovered
through state (Senate Bill 90) funds. Failure to obtain the state
funds needed to 'offset these optional costs would result in the
immediate cessation of the task with no costs incurred by the City.
Approval of the optional task would result in a slight increase in
business license related revenues and would also help ensure that
new businesses in the community comply with zoning, fire, health
and other requirements intended to protect the public's health and
safety.
BACKGROUND/DISCUSSION
For the past several years, the City of Tustin has utilized a
business license information tracking software which is
unsatisfactory in its performance. The existing contractor has
eliminated business license information systems from the focus of
its business and no longer provides the type of software updates
City Council Report
Authorization to execute Licensing Agreement with MRC
September 18, 1995
Page 2
and service needed to keep up with the City's continually changing
demands for business license information. Tustin is literally one
of the last agencies utilizing the system. The software is
antiquated, has several bugs, is non-user friendly, etc. In
addition, Police, Finance and Community Development Department
staff frequently have a need to access business license information
in the performance of their duties but are currently unable to
independently access this information. Limited monthly support of
the existing outdated software currently costs the City $400.00 per
month ($4,800 annually).
Recently, a request was sent out for proposals for a new business
license software system and related support services. Five
responses were received as follows:
Firm Bid
Sierra Cybernetics
Municipal Resources Consultants
Progressive Solutions
Automated Resource Management
San Diego Data Processing Corp.
$ 19,824
$ 21,500
$ N/A
$103,500
$ 59,000
Responses returned were reviewed and ranked by Community
Development and Finance Department staff '~embers with interviews
granted to Sierra Cybernetics and Municipal Resources Consultants.
Although a slightly lower bid proposal, Sierra Cybernetics was
rejected because of the fact that their proposal relied on the
future development of a software product for the City and because
the firm had no experience developing business license software
systems. MRC's proposal is to provide for the one-time purchase of
the software license ($18,000), installation including conversion
of existing records, provision of on-line connections to the
Finance, Police and Community Development Department staff ($3,500)
and ongoing support service ($2,000 annually).
The City's proposed Fiscal Year 1995-96 budget allocates $24,000
for purchase and installation of the system (including hardware
connection/set-up for Finance, Police and Community Development
Department) and a maximum of $2,000 annually for software support
costs such as upgrades, error corrections, phone problem solving
and occasional customer modifications as required.
In the selection of a consultant for software services, it is
important to choose a consultant with a history of success and a
proven commodity. Since 1985, MRC has provided the City of Tustin
with excellent sales tax audit and information services. In
City Council Report
Authorization to execute Licensing Agreement with MRC
September 18, 1995
Page 3
addition, MRC has successfully developed a business license
information management software system which is currently being
used in the Cities of Newport Beach, Hanford, Los Banos and most
recently been approved for use at the City of Orange.
Once a software service is purchased, it becomes mandatory that the
City continue to receive on-going support services from the parent
company. Therefore, this licensing agreement does not require any
formal extension of the contract on a year to year basis. If
approved, installation of the software system should be complete in
the next 45 days.
Optional Business License Identification Service
Information provided by MRC indicates that cities throughout
California experience changes in their business base at an average
rate exceeding 20% per year due to business openings, closings,
expansions, consolidations, relocations, mergers, acquisitions and
other events. Current staff limitations prevents the City from
actively canvassing commercial properties to identify these changes
on a regular basis. When identified, new business owners
frequently claim that they were unaware of business licensing
requirements. In addition, those identified may be faced with
owing significant business tax penalties or find that they are
operating in violation of zoning, fire or health codes. It would
certainly be optimal for the City to immediately identify such
businesses, and work with business owners to avoid this kind of
situation altogether.
As an optional $500 per month cost, MRC has proposed to conduct an
on-going monthly service to identify previously unlicensed
businesses. MRC derives this information from the research of
multiple private and public hard copy and electronic sources,
including specialized business listings and directories, fictitious
business name filings, new phone listings etc. If approved, staff
would be able to use the information provided by MRC to contact new
business owners in the first months of arrival in the City and
quickly resolve any licensing or operating conflicts which may
exist. In addition, MRC has offered to conduct this optional
service at no additional cost to the City~ of Tustin. MRC has
indicated that existing state funds are available through the State
Department of Finance to secure enhanced business license
information from California cities. MRC has indicated that the
costs for the optional business identification services proposed
would be completely offset by these state funds. In addition, the
City would see a small increase in annual business license
revenues. As proposed by staff, the City would not be obligated to
City Council Report
Authorization to execute Licensing Agreement with MRC
September 18, 1995
Page 4
continue using this service if state offsetting funds were to
become unavailable for any reason. The City Attorney has reviewed
and approved the proposed Business Licensing Agreement with MRC.
CONCLUSION
It is recommended that the City Council authorize the City Manager
to execute the licensing agreement proposed with MRC. Because of
the positive benefits associated with the optional business
identification service proposed by MRC to both the City and to new
business owners, staff recommends that Council also authorize this
optional task contingent upon approval and receipt of state funds
which offset this cost to the City.
~hr~stine A.
Assistant City Manage
CCR: DO: do: kd\mrc, rpt
Exhibits: A. RFP B. Scope of Services
C. Licensing, Services and Maintenance Agreement
EXHIBIT A
Request For Proposal
REQUEST FOR PROPOSAL
BUSINESS LICENSE SOFTWARE SYSTEM
I. INTRODUCTION
The City of Tustin Community Development Department's (CDD),
Business Licenses Division is accepting proposals for a
business license software system. The desired system is to be
user friendly capable of tracking, monitoring and reporting
all business license activities by all City departments. The
software must be installed and operate on the CDD's network
system (Novell 3.11). The CDD is presently utilizing the
Novell Network System to track building permits, code
enforcement and planning department projects.
Close coordination would be required with the selected vendor
of the business license software system to ensure compatible
hardware and other software needs, including memory capacity
for the data base.
II. PROJECT BACKGROUND
The function of the business license desk includes all
associated business related data entry for a population of
approximately 60,000. This includes generation of new
licenses, renewal notices, delinquency notices, and reports
and verification of business licenses for other departments,
outside agencies and individuals. Currently, one employee is
responsible for the administrative and computer-generated
activities of the desk with approximately 4,750 active
business licenses.
The City's business license tax period is calendar year
January 1 through December 31, renewable on an annual basis.
All businesses are taxed based on gross receipts unless
otherwise listed as an enumerated business or tax exempt.
Fees for new businesses starting during the year are prorated
effective April 1, July 1, and October 1.
The Business License Management System we are now using no
longer meets the demands placed upon it by the current
business environment. Outside agencies and departments in
City Hall are requiring isolated statistical information,
specialized reports, business history and other specifics that
we are presently unable to provide without technical support;
and, in some cases, are unable to capture.at all.
III. SOFTWARE
The desired software package should have the ability'to, at
minimum:
A. PRINT REPORTS
The option to print reports and/or the screen on
the City's existing dot matrix (Rugged Writer),
and/or laser and laser jet printers (HP).
·
Identify reports by
a)
b)
c)
d)
e)
f)
g)
h)
i)
J)
classification
regulating city code section
type of business
business name
address, owner name
receipts by day, week, month
entry date (new and renewed)
All current and/or new licensed businesses
Length of time in Tustin
Number of employees
·
Reports to be user defined at the terminal, i.e.
total number of entries or itemized by name,
address, etc.
4. Register printout of all certificates generated
·
·
Monthly financial summary report itemizing all
debit/credit entries
software should support and print graphic display
of business license information, including licenses
issued, revenues received, fines collected, etc.
B. MERGE DATA
·
Generate a report which conforms to specifications
set by State tax authorities for reporting annual
business tax information.
a)
b)
c)
d)
f)
g)
h)
i)
J)
k)
l)
m)
n)
o)
P)
Social security Number
Federal Employee Identification Number
State Employee Identification Number
Board of Equalization Account Number
State Contractor Number
Ownership Type
Owner's Last Name, First Name, Middle Initial
Business Name, AddresS, Mailing Address
Tax Amount
Assessment Basis
Total Gross Receipts
Business State Date
Business Stop Date
Frequency of License Renewal
Report Period Ending Date
City Business Tax Number
De
·
Run comparison between State Board of Equalization
report and business license system for sales tax
analysis of businesses operating without a business
license.
·
Merge monthly report from State Board of
Equalization with business license records for
printout of exceptions by: 1) seller's permit
number; 2) business name, business address, status
address and owner's name.
·
Merge business license records with WordPerfect to
create custom, individualized communications.
·
Identify and create mailing labels, through
WordPerfect or software package, .given a range of
addresses, expiration date(s)'or other parameters
as defined by user at the terminal.
·
Space for comments i.e., changes in name, address,
classification, type of ownership; code enforcement
activity; number of vehicle(s) and sticker numbers;
number of employees; holds for additional
information or release by department(s); returned
check; penalties; , etc.
SCREEN SPECIFICATIONS
One-screen, immediate on-line entry of all new
account information.
·
On-line inquiry by business name, business address,
owner's name, mailing address.
3. Complete payment history information.
·
Business license number and associated information
to appear on payment-posting screen.
·
Space for comments, i.e., changes in name, address,
classification, type of ownership; code enforcement
activity; number of vehicle(s)/sticker numbers;
number of employees; holds for additional
information or release bY department(s), returned
checks, penalties, etc.
6. View report data/graphic prior to printing.
ADDITIONAL FEATURES
1. Security controlled access to system.
2. Software to be menu driven.
·
Provide finance department with internal audit
controls via comprehensive reports, including proof
list of daily posting.
·
Table-driven system which allows user to maintain
all of the rate and penalty charges. System to
automatically . calculate, apply and generate
certificates and delinquency notices.
5. Verification of data entry.
·
Accommodate a variety of tax methods, i.e., gross
receipts, flat rate and flat rate by number of
employees, units, vehicles, etc.
·
Allow multiple users to access, enter and maintain
business license information simultaneously.
However, system should provide security access
controls to prevent unauthorized access to
"confidential" information yet allow citizens and
non-business license staff ability to obtain
general information about particular businesses.
8. Accommodate bar code input.
·
Allow for addition of modifying statement on
business license certificate in keeping with
Federal, State, and Municipal Codes; i.e.,
firearms, restaurant seating, home occupation
restrictions, etc.
IV. HARDWARE
It is necessary that the selected contractor upgrade one
personal computer in each of the City's Finance and Police
Departments to ensure access to the proposed system. Tustin's
City Hall building has been constructed to support the use of
a network system and wall connections exist. However, it is
necessary that the selected contractor provide and install a
network card for each computer (estimated at $200 - $300 per
computer) and provide any additional wiring needed as a part
of this project (estimated at $2,000 - $3000). Upgrade work
must be warranted by the selected contractor for a period of
not less than one year.
V. RELATED SERVICES
The following related services are desired with the purchase
of the monitoring and information system:
° Complete on-site installation (see Delivery below).
Complete set up of all fee schedules, forms, reports,
custom fields and screens where required.
Basic system training and training manuals for five (5)
staff users.
Continuous on-site service contract covering the software
system.
Software enhancements, documentation updates, error
corrections, phone-in consulting and on-site visits as
required.
Costs for infrequent customer modifications to software
should be included.
VI. QUALIFICATIONSt
Your proposal should including the following information:
° Name of firm.
Length of time your firm has been in business under
present name. Indicate any other name(s) under which
your firm has operated.
A precise description (technical) of services to be
provided. The description should include narrative
information on the proposed software system, including
any alternatives which would be a benefit to the CDD.
All technical hardware specifications necessary for
successful compatibility of said system shall also be
identified.
An individual itemized price quote for all items to be
provided in the following categories:
a. Software
b. Hardware
c. Related Services
Experience in providing requested services for public
agencies including a description as to how many systems
your company has installed and the hardware, media,
media-access protocol, and operating systems used in
those operations.
Estimate'of the projected cost to continuing the on-site
service contract for an additional year.
Description of your experience in maintaining the system,
number of staff available in your maintenance section and
average response time per call for on-site trouble
shooting.
A list of references including specific contacts for
public agency installations within the last 18 months.
Resumes of individuals who will be specifically
responsible for supervising services.
VII. DELIVERY
It is our desire to have the software system installed as soon
as possible at our present location, 300 Centennial Way,
Tustin, California.
VIII SELECTION PROCESS
Written proposals will be reviewed by a selection committee
made up of CDD and Finance Department staff. Selection of
vendor will not be made on the basis of price but the adequacy
of the proposed system to meet city needs. After preliminary
screening of applications is complete, the city will schedule
a time for the most qualified applicants to demonstrate their
software's capabilities here at the Tustin City Hall.
IX. SUBMITTAL DEADLINE
Ail proposals shall be submitted in writing to the City of
Tustin Community Development Department no later than 5:00
p.m., April 15, 1995. Please follow the same format as this
request when preparing your proposal. The Community
Development Department is located at 300 Centennial Way,
Tustin, California 92680.
X. INFORMATION
General information regarding this project and the proposal
can be obtained by contacting Nena McNamara or Dana Ogdon,
CDD. Please direct all questions concerning meaning or intent
in writing by fax (714) 573-3113. All questions and replies
will be issued in writing and FAX'd to all parties, providing
questions are submitted more than 5 days prior to deadline.
EXHIBIT B
Scope of Services
BLIS PROCESSING SYSTEM
Municipal Resource Consultants (MRC) proposes to provide to the City of Tustin, (City) a
Business License Information Service (BLIS) processing system that will enable the City to gain
operational efficiencies and facilitate state reporting and reimbursement. The objectives, scope,
procedures, system requirements, custom specifications, software license, timing, support and
compensation are set forth as follows:
1. BACKGROUND
Most local government business license operations lack the database and automation
required to maintain compliance, efficiently process registrations, renewals, billings, and
collections, and meet state reporting requirements.
On average, California cities and counties experience a 20% change in their business base
each year and the human resources required to keep current with a constantly changing
business base are being diluted by budget cutbacks, staff reductions, and additional
responsibilities.
Revenue and Taxation Code Section 19556 requires any California city which maintains or
has access to a computerized recordkeeping system, and which assesses a business tax, to
annually furnish the state Franchise Tax Board (FTB) specified business tax information
on all businesses subject to the tax in the preceding fisCal year.
Furthermore, Government Code Section 17561 provides for the State Controller's Office
to reimburse cities for certain costs incurred for state-mandated local programs. City-
incurred costs that are eligible for such reimbursement include administrative, operational
and related costs which are reasonably necessary to implement and maintain an FTB
compliance program. This includes costs for staff, independent consultants, automated
and manual system modifications, data collection and a reasonable allocation of overhead
expense.
2. OBJECTIVES
e
e
MRC's BLIS processing system is designed to assist the City in achieving the following
objectives:
Reduce Data Entry Errors, Processing Time and Costs
[] Increase Licensing, Billing and Collection Efficiency
Improve Revenue Performance and Management Reporting
Produce State-Mandated Business Tax Information that Qualifies for State
Reimbursement
SCOPE OF SERVICE
MRC shall provide the City with a BLIS processing system which includes:
Permanent license to use MRC's proprietary business license processing software,
but subject to the terms and conditions of the licensing agreement
[] Initial setup, installation and training
First year of software upgrades and support included in initial fee
(includes upgrade to Windows version available approximately 1/1/96)
After first year, upgrades, support, training and maintenance are provided for an
annual fee.
PROCEDURES
MRC responsibilities:
Review the City's business license forms for opportunities to simplify taxpayer
reporting, capture economic development data .(number of employees, building
space, etc.) and FTB-mandated information, and increase processing efficiency.
Review the City's business license tax ordinance for enforceability, coverage billing
and collection efficiency
Secure from the City on electronic media a current listing of all businesses
registered with the City, and convert the data to a BLIS-readable format
Install the BLIS software, provide software upgrades, training, support and
maintenance
Identify reports by classification, type of business, business name, address, owner
name, regulation city code section, entry date (new and renewed), length of time in
Tustin, number of employees, receipts by day, month, week. Ail current and/or
new licensed businesses.
The option to print reports and/or the screen on the City's existing dot matrix
and/or laser and laser jet printers
Reports to be user defined at the terminal, ie., number of entries or itemized by
name, address, etc.
Register printout of all certificates generated
Monthly financial summary reportkitemizing all debit/credit entries
Software should support and print graphic display of business license information,
including licenses issued, revenues received, fines collected, etc.
Merge business license records with WordPerfect, to create custom, individualized
communications
Identify and create mailing labels, through WordPerfect or software package,
given a range of addresses, expiration date(s), or other parameters as defined by
the user of the terminal
Run comparison between State Board of Equalization report and business license
system for sales tax analysis of businesses operating without a business license.
Merge monthly report from State Board of Equalization with business license
records for printout of exceptions by: 1) seller's permit number; 2) business
name, business address, status address and owner's name
Generate a report that conforms to specifications set by the State Tax authorities
for reporting annual business tax information, including all required fields: Social
Security Number, Federal Employee Identification Number, State Board of
Equalization Account number, State Employee Identification Number, State
Contractor Number, Ownership Type, Owner's Last Name, First Name, Middle
Initial, Business Name, Address, Mailing Address, Tax Amount, Assessment Basis,
Total Gross Receipts, Business Start Date, Business Stop Date, Frequency of
License Renewal, Report Period Ending Date, City Business Tax Number
One-screen, immediate on-line entry of all new account information, including and
not limited to business name, business address, owner's name, mailing address.
complete payment history information, business license number and associated
information to appear on payment poSting screen.
Space will be provided for comments, changes in name, address, classification,
type of ownership; code enforcement activity; number of vehicles(s) and sticker
numbers; number of employees; holds for additional intbrmation or release by
department(s); returned checks; penalties; etc.
View report data/graphic prior to printing.
ADDITIONAL FEATURES
Security controlled access to system
Software to be menu driven
Table driven system, which allows user to maintain all of the rate and penalty
charges. System to automatically calculate, apply and generate certificates and
delinquency notices and capable of accommodating a variety of tax methods, ie.,
gross receipts, flat rate, and flat rate by number of employees, units,
vehicles, etc.
Provide finance department with internal audit controls via comprehensive reports,
including proof list of daily posting
Verification of data entry
Allow multiple users to access, enter and maintain business license inlbrmation
simultaneously, and yet provide security access controls to prevent unauthorized
access to confidential information yet allow citizens and non-business license staff
ability to obtain general information about particular businesses
Allow for addition of modifying statement on business license certificate in
keeping with Federal, State and Municipal Codes, i.e., firearms, restaurant
seating, home occupation restrictions, etc. Accommodate bar code input.
MRC will upgrade one personal computer in each of the City's Finance and Police
Departments to ensure access to the system. We will provide and install a network
card for each computer at no additional cost to the City of Tustin. MRC further
understands existing wiring is not in need of replacement. MRC will provide
additional wiring for each computer designated by the City at no cost to the City of
Tustin.
5. SYSTEM REQUIREMENTS
The BLIS processing software requires the following hardware:
Any 486 based IBM or compatible PC with 4 MB RAM
Hard disk with free space of I MB per 1,000 licenses
3.5" or 5.25" floppy disk (1.2 MB or 1.44 MB)
SVGA or VGA monitor
Parallel (Centronics compatible) printer interface
Any Centronics-compatible parallel printer
1200 baud or higher modem
Software required includes:
· MS or PC DOS version 5.0 or later
· Communications software for the modem
· Word processing software with mail merge capability, i.e., WordPerfect,
Microsoft Word, etc.
Should the City desire, MRC will assist in evaluating and procuring the necessary hardware
and/or software.
e
SOFTWARE LICENSE, TIMING AND SUPPORT
BLIS includes the attached software license and maintenance agreement (see Attachment
A-l).
Within 45 working days of contract authorization and the receipt of necessary information,
MRC shall:
[21 Install BLIS software on City hardware
Provide staffwith up to 16 hours of training with easy-to-use operating manuals
MRC shall also provide ongoing software and documentation upgrades, data updates, and
up to 1 2 hours of annual support onsite or remotely by telephone and/or modem on an as-
needed basis.
7. COMPENSATION
MRC's compensation for the BLIS processing system includes the following;
Setup Fee:
Initial setup and installation
Onetime Fee:
Training plus first year of upgrades,
support and maintenance
$3,500
$18,000
Initial setup, installation, licensing, documentation, and training, plus first year of
upgrades, maintenance and technical support which includes telephone support, any
modifications of software, conversion of existing business license database and other
relevant files. In addition, hardware costs for the installation of the system into the Police
and Finance departments previously quoted at $400.00 will be waived. There are no
applicable sales tax costs to the City of Tustin for this system.
Ongoing Annual Fee:
Year 2 and each year thereafter, for training, upgrades,
support and maintenance
$2,000
Options:
MRC's Detection Utility Enforcement Module which is used to identify underreporting,
delinquent paying and/or closed businesses is not available for a onetime purchase price
since this information is updated monthly. This service is available for a monthly fee of
$500.00 per month. MRC's compensation is payable only after the City has received the
service and sufficient funds to cover the charge from new revenue produced by other
services ( ie.,Sales Tax Auditing) that MRC performs for the City of Tustin, have been
achieved.
After installation and the completion of staff training MRC shall invoice the City. MRC's
compensation for providing the initial and ongoing service is due and payable after the
City has received the service being invoiced, and sufficient revenues have been produced
by our other auditing services provided to the City of Tustin.
Part or all of the fees are eligible for reimbursement by the State Controller's Office under
Government Code Section 17561. MRC shall assist the City and/or the City's consultant
prepare and file the necessary reimbursement claim with the State Controller's Office by
November 30, 1995.
EXHIBIT C
Licensing, Services and Maintenance Agreement
LICENSING, SERVICES AND MAINTENANCE AGREEMENT
for
BUSINESS LICENSE INFORMATION SERVICE (BLIS) PROCESSING SYSTEM
This Agreement is made at Tustin, California, as of September 19,
1995, by and between the City of Tustin, a municipal corporation
(hereafter referred· to as "City") and Municipal Resource
Consultants (hereafter referred to as "MRC"), who agree as follows:
·
License, Service and Maintenance. Subject to the terms and
conditions set forth in this Agreement, MRC hereby provides to
the City a license to use MRC's software (hereafter referred
to as "Property") as further described in Exhibit "A", MRC
shall provide said Property at the time, place, and in the
manner specified in Exhibit "A". MRC shall not be compensated
outside the scope of Exhibit "A" and as described in the scope
of work identified within the original Request for Proposal
(Exhibit S).
·
Restrictions. Said Property shall only be used by the City.
The city shall not sublet, duplicate, or modify said Property.
Said Property may be used for the purposes described in
Exhibit "A" and "B". Said Property shall be returned to MRC
at the time the license expires. MRC may terminate the
license, at its sole option, if City violates any of the
stated restrictions. The Property remains the sole and
exclusive property of MRC.
The license granted hereunder shall not imply ownership by
City of said Property, rights of City to sell said Property,
or rights to use said Property for the benefits of others.
This license is transferable only with MRC's written consent.
·
Payment. City shall pay MRC for the license, services and
maintenance rendered pursuant to this Agreement at the times
and in the manner set forth in Exhibit "A". The payments,
services and maintenance rendered pursuant to this agreement,
unless the City approves additional compensation for
additional property or services. MRC shall submit all
billings for license rendered pursuant to this Agreement to
City in the manner specified in Exhibit "A".
·
Attachments and Exhibits. Ail Attachments and exhibits
referred to herein are appended hereto and are by this
reference incorporated herein.
·
Proprietary Information. As used herein, the term
"proprietary information" means any information which relates
to internal controls, computer, or data processing programs;
data that has been modified by MRC proprietary techniques
·
resulting in standardized, specifically correlated, or~
integrated information; electronic data processing
applications, routines, subroutines, techniques, or systems;
or business affairs and methods of operation or proposed
methods of operation of MRC, except such information which is
not obtained through this Agreement or which is in the public
domain 'at the time of its disclosure to the other party. To
the extent permitted by law, City shall hold in confidence
using levels of effort consistent with its own policies
applicable to its confidential information and shall not
disclose to any other party any MRC proprietary information
(as such term is herein defined) which may be disclosed to
City by MRC in connection with this Agreement or otherwise
learned or obtained by City in connection with this Agreement.
The parties further agree not to take any other action
inconsistent with the confidential nature of MRC proprietary
information, The obligations imposed by this Paragraph shall
survive any expiration or termination of this Agreement.
Insurance and Indemnification
A. Insurance. Consultant shall procure and maintain, at its
cost, and submit concurrently with its execution of this
Agreement, public liability and property damage insurance
against all claims for injuries against persons or damages to
property resulting from Consultant's performance under this
Agreement. Consultant shall also carry workers' compensation
insurance in accordance with California worker's compensation
laws. Such insurance shall be kept in effect during the term
of this Agreement and shall not be cancelable without thirty
(30) days written notice to City of any proposed cancellation.
A certificate evidencing the foregoing and designating City as
an additional named insured shall be delivered to and approved
by the City prior to commencement of the services hereunder.
The Procuring of such insurance and the delivery of policies
or certificates evidencing the same shall not be construed as
a limitation of Consultant's obligation to indemnify the City,
its consultants, officers, and employees. The amount of
insurance required hereunder shall include comprehensive
general liability, personal injury and automobile liability
'with limits of at least One Million Dollars ($1,000,000)
combined single ~limit per occurrence and professional
liability coverage with limits of at least Five Hundred
Thousand Dollars ($500,000).
B. Indemnification. The Consultant shall defend, indemnify
and hold harmless the City, its officers and employees, from
and against any and all actions, suits, proceedings, claims,
demands, losses, costs, and expenses, including legal costs
and attorneys' fees, for injury to or death of person or
persons, for damage to property, including property owned by
City, and for errors and omissions committed by Consultant,
its officers, employees and agents, arising out of or related
to Consultant's performance under this Agreement, except for
such loss as may be caused by City's own negligence or that of
its officers or employees.
e
Waiver. No waiver of any breach or failure or delay in
exercising any right, power, or remedy shall constitute a
waiver of same or of any provision hereof and no waiver shall
be effective unless in writing and signed by an authorized
representative of the party against whom enforcement of such
waiver is sought.
·
Severability. The provisions of this Agreement are severable,
and the unenforceability of any provision of this Agreement
sh'all not affect the enforceability of this Agreement or any
other provision hereof. In addition, in the event that any
provision of this Agreement is determined by a court to be
unenforceable as drafted, the parties acknowledge that it is
their intention that such provision be construed in a manner
designed to effectuate the purposes of such provision to the
fullest extent enforceable under applicable law.
·
Governinq Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of
California. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be
settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and
judgement upon the award rendered by the Arbitrator(s) may be
entered in any court having jurisdiction hereof.
·
Remedies Cumulative. Ail remedies in this Agreement are
cumulative and in addition to and not in lieu of, any other
remedies a party may have at law or in equity.
10. Entire Agreement. This Agreement and the Exhibits, hereto,
which is hereby incorporated here in by reference, shall
constitute the entire agreement between City and MRC with
respect to its subject matter shall supersede all prior
agreements and understandings, if any, between the parties
respecting the subject matter hereof and may be modified only
by written agreement of the parties.
EXECUTED as of the day and year first above stated.
CITY OF TUSTIN
By:
Title:
Date:
MUNICIPAL RESOURCE CONSULTANTS
PARTNER: JOHN T. AUSTIN, INC.
By:
John T. Austin
Title: President
Date:
DO: kd\mrc, ag r