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Home My WebLink AboutContract 26256 ITY TA CON R CTEI Y 2 2, INCORPORATED 16308 Orange Avenue, Paramount, Ca. 90723-4882 562-634-1170 Fax 562-634-0993 800-327-9337 AGREEMENT FOR MFERVIlow 2~ This agreement between INPUT SYSTEMS,INCORPORATED,the SUPPLIER,herein after referred to as I.S.I.and CITY OF FORT WORTH, TEXAS , herein after referred to as the CUSTOMER, APPENDIX A, 'SlFili>W- 2OW CHARGES FOR THE PER/OD OF OCTOBER 1,2000 THROUGH SEPTEMBER 30,2001,APPENDIX S, S - 2rMI- SITE LICENSE AGREEMENT'constitute the entire agreement of the parties and shall supersede any prior agreements,either oral or written pertaining to the contemplated services. I. .1717Elle - 2I/I/I/SOFTWARE PROVIDED I.S.I.agrees to provide to the CUSTOMER 571EMIr - 20WSOFTWAREMODULESdetailed below. Master File Record(M.F.R.)— ESTABLISHMENT TRA CK/NG'MODULE Dai/y Activity Report(D.A.R.)-- 'T/MEACCOUNT/NG'MODULE 'AUTOMATED FIELD INSPECT/ON SYSTEM' A/R—BILL/NG-ACCOUNTS RECEIVABLE-PERMITTING'MODULE THE'RFS/CS REQUEST FOR SERV/CE/COMPLAINT SYSTEM' THE'CARD REG/STRAT/ON'SYSTEM //. CHARGES The CHARGES for 371WE:NO - 2IN/I/are based on the NUMBER OF INVENTORY ITEMS CARRIED IN THE SYSTEM.Charges are adjusted QUARTERLY. Charges are detailed in APPENDIX A, SHMIle - "IM) and are based upon the CURRENT CHARGES FOR THE PERIOD OF OCTOBER 1,2000 THROUGH SEPTEMBER 30,2001. The charges for services stipulated herein are subject to revision for any changes the CUSTOMER may make to its requirements or for additional work requested which is not set forth in this agreement or in the Appendixes. III. PERFORMANCE I.S.I.warrants that the software provided has been tested and will provide the proper results when used in accordance with the manufacturer's instructions. I.S.I. reserves the right to upgrade, modify, or otherwise enhance, or change, All NO, - 2000 whenever necessary or appropriate to the proper utilization of the system ��a �QL G'[ ,GlD AGREEMENT FOR 37111W ' - 2000 '�O o ` t`� Page 1 of 6 INT_ INIT o ENVIRONMENTAL HEALTH DATA MA AGkM_kNT SOLUTIONS IV. TRAINING AND SUPPORT I.S.I.will provide on going on-site installation,assistance,and training on,5117MV0 - 21100. In addition, I.S.I.will provide telephone'H ELP'supportfrom approximately 9:00 A.M.Pacific Time until 5:00 P.M.Pacific Time,Monday through Friday,normal holidays excluded. The CUSTOMER agrees to provide telephone line access and a modem capable of allowing I.S.I. communications access to provide 'REMOTE' support on a pre-arranged basis. I.S.I. will provide the software communications link. Clerical training is included in the annual subscription charges. On a mutually agreeable schedule I.S.I.will provide training seminars to the CUSTOMER. This training will be provided at no additional charge to the CUSTOMER. V. BILLING The CUSTOMER will be billed on a MONTHLY basis. CHARGES are adjusted ON A QUARTERLY BASIS,BASED ON THE NET ADDITIONS OR DELETIONS of INVENTORY ITEMS to the system.THREE (3)MONTHLY invoices will be mailed during the first week of EACH QUARTER. Invoices for each month are due and payable no later than the IP day of the calendar month following the month for which the INVOICE applies. (See APPENDIX A for monthly charges. VI. PROPERTY All computer programs,written procedures and similar items provided by I.S.I.,are the exclusive property of I.S.I.,and shall always remain the property of I.S.I.,unless there is an express written provision to the contrary. .17176 to - 2111111 provided to the CUSTOMER is the property of I.S.I. and is not for sale. INDIVIDUAL MODULES PROVIDED ASA PARTOF.171M115'® - ?000 CONTAIN LICENSING AND EXPIRATION ROUTINES THAT WILL MAKE THEM UNUSABLE,UNLESS THE CUSTOMER CONTINUES THEIR SUBSCRIPTION ON AN ANNUAL BASIS TO THE SYSTEM. I.S.I.will NOT store NOR be responsible for the CUSTOMER'S source documents,data, magnetic tapes, diskettes or other media. All CUSTOMER data will be stored at the CUSTOMER'S LOCATION,and it is the responsibility of the CUSTOMER to properly back up,store and safeguard. All CUSTOMER furnished information and data resulting from the operation of I.S.I.'s programs on the CUSTOMER's information in connection with this agreement shall be the sole and exclusive property of the CUSTOMER. Such information is the proprietary property of the CUSTOMER and constitutes government records of the CUSTOMER. I.S.I. shall treat the CUSTOMER's information as confidential and shall safeguard it to the greatest extent practicable. Furthermore,I.S.I.agrees thatduring the term of this agreement it shall notmake such information available in any form to any person, other than the CUSTOMER, without the prior written authorization of the CUSTOMER. Upon termination of this agreement,such information will not be made available by I.S.I.toany person other than a duly authorized representative of the CUSTOMER. VII. LIABILITY In the event of any error,omission,or other problem whether human or mechanical,on the part of I.S.I.,its employees, or S117MIr - 201/0, I.S.I. agrees to correct the software at no additional charge to the CUSTOMER. It is expressly understood and agreed that I.S.I.SHALL NOT be liable to any third persons for any damages which said third persons may incur, directly or indirectly, as a result of the errors or omissions of the CUSTOMER or the CUSTOMER's employees. I.S.I.SHALL NOT be liable for failure to perform if due to causes beyond its control,under this contract,if the failure arises from causes beyond the control of and withoutthe fault or negligence of I.S.I. Such causes shall include,but not be limited,to acts of God,the public enemy,the Government, or contractual capacity, fires,flood,quarantine restrictions,strikes,freight embargoes,and unusually Revere weather. AGREEMENT FOR AIMMIr - 2INNI CIO "- Page 2 of 6 24 0-Jr67M /NI INIT V111. REPRESENTATIONS This agreement,APPENDIX A, .1717M10 - 2000— CHARGES FOR THE PERIOD OF OCTOBER 1,2000 THROUGH SEPTEMBER 30, 2001,-and APPENDIX B; S11=1r - 2INN/— SITE LICENSEAGREEMENn she//constitute the entire agreement of the parties and shall supersede any prior agreements,either oral or written pertaining to the contemplated services. This agreement shall be governed by the laws of the State of Texas and applicable Federal law. The terms and conditions of this agreement may be changed by written mutual consent. The provisions of this agreement are severable; and if for any reason any one or more of the provisions contained herein are held to be invalid,illegal,or unenforceable in any respect,the individuality,illegality, or un-enforce ability shall not affect any other provision of this agreement,and this agreement shall remain in effect and be construed as if the invalid,illegal,or unenforceable provisions had never been contained in the agreement. IX. ANNUAL PRICE ADJUSTMENT I.S.I.reserves the right to modify or change.V117MV - 2000 prices on an annual basis. CUSTOMERS will receive written notice of I.S.I.'s intent to modify or change the existing prices no later than three(3)months prior to the expiration date of the contract year. X. CANCELLATION AND TERM/NAT/ON I.S.I.may terminate this agreement for failure of the CUSTOMER to abide by the terms of this agreement. In the event I.S.I.decides to terminate the CUSTOMER,the CUSTOMER will receive a written notice ninety (90)days prior to termination of the agreement. The CUSTOMER may terminate this agreement for failure of I.S.I.to abide by the terms of this agreement. In the eventthe CUSTOMER decides to terminate I.S.I.,I.S.I.will receive written notice ninety(90)days prior to termination of the agreement from the CUSTOMER. V. TERM ofAGREEMENT This agreement is in effect when all parties have signed and is valid for THE PERIOD OF OCTOBER 1, 2000 THROUGH SEPTEMBER 30, 2001. This agreement is renewable for two additional years subject to paragraphs IX and X of this agreement.. The terms and conditions of this agreement may be changed by written mutual agreement at any time. BYSIGN/NG THISAGREEMENT, YOUACKNOWLEDGE THAT YOU HAVE READ TH/SAGREEMENT,APPEND/KA: 51 MMISo - 2000, CHARGES, APPENDIX B. S11=90 - 2000 SITE LICENSE AGREEMENT,and APPENDIX C. ADDITIONAL AGREEMENTS,UNDERSTAND THEM,ANDA GREE TO BE BOUND BYTHE TERMSANO CONDITIONS OF THESE AGREEMENTS. ACCEPTED BY: ACCEPTED BY: INPUT SYSTEMS,INCORPORATED CITY OF FO ORTH, TEXAS BY: BY: r ey . Hancock Libb Watson, Rssistant City Manager President October 6 2000 �1 ^w r Date: Date: V��BL Contract Authorization PnESTED BY cclff 5��'y `U`� I FT. WC01 V11.17 V11. Date 11 CGS, AGREEMENT FOR 3117'8 V - 2OW) Page 3 of 6 APPEND/XA:SH Elle - 2000 CHARGES Cl TY OF FORT WORTH, TEXAS SIME150 - 2000 FISCAL YEAR CHARGES FOR OCTOBER 1,2000-SEPTEMBER 30,2001 The ANNUAL CHARGES for AMENte - 21M/Oare based on the number of INVENTORY ITEMS MAINTAINED in the system. The charge for each INVENTORY ITEM MAINTAINED in the system is $2.22 PER YEAR. The charge for EACH FIELD INSPECTOR using the'AUTOMATED FIELD INSPECTION SYSTEM is charged at $300.00 PER INVENTORY ITEM PER YEAR. The APPROXIMATE ANNUAL charges for 511WEIV - 2000 are based on the following counts from current operations. 3111MV - 2MOANNUAL CHARGES FOR CITY OF FORT WORTH,TEXAS 4,714 INVENTORY ITEMS @ $2.22 ea./yr. = . . . . . . . . . . . . . . . . . . . . . $10,465.08 MONTHLY CHARGE = $.185 ea./mo 15 FIELD INSPECTORS ENROLLED IN THE 'AUTOMATED FIELD INSPECTION SYSTEM' @$300.00 ea/yr. ... . $4,500.00 MONTHLY CHARGE = $ 25.00 ea./mo. ANNUAL COST: .... . .... ... .. $14,965.08 MONTHLY COST ...... .... . .. . . $1,247.09 THEABOVE CHARGES AREAPPROX/MATIONS BASED ON THE COUNTS SHOWN. ACTUAL CHARGES ARE BASED ON THEACTUAL COUNTS PROVIDED BY THE CUSTOMER FOR THE CURRENT BILLING PERIOD. APPENDIX A: .17VEE/V - 21M/0 CHARGES AGREEMENT FOR MI M110 - 1000 Page 4 of 6 /N/ /N/T INCORPORATED 16308 Orange Avenue, Paramount, Ca. 90723-4882 562-634-1170 Fax 562-634-0993 800-327-9337 AFEW1 - zip SITE LICENSE AGREEMENT—APPENDIX'B' IMPORTANT.- READ THIS L ICENSE A GREEMEN T CAREFULL Y GRANT OF L/CENSE INPUT SYSTEMS,INCORPORATED,grants to the CUSTOMER-A NON-TRANSFERABLE, NON-EXCLUSIVE LICENSE-to use the software system,programs and documentation referred to herein as SIIM'PSe - 2001/ This is a LICENSE AGREEMENT and NOT an agreementfor sale. INPUT SYSTEMS,INCORPORATED,owns S11W1*A - 2000which is copyrighted,and has proprietary rights in the product. You are purchasing a REVOCABLE LICENSE to use the SYSTEM. You obtain no rights other than the license granted by this Agreement. Title to SHM190 - WM)Oand any copy made of it,is retained by INPUT SYSTEMS, INCORPORATED. The CUSTOMER does not receive any, and INPUT SYSTEMS, INCORPORATED,retains all ownership rights in d7171EP.VO - 201M/. This agreement and any of the licenses,programs,or materials to which it applies may not be assigned,sub- licensed or otherwise transferred by the CUSTOMER without written consent from INPUT SYSTEMS, INCORPORATED. LIMITED WARRANTYAND LIABILITY INPUT SYSTEMS,INCORPORATED,WARRANTS THAT MIM12e - 21M10 will perform in compliance with the documentation and instructions,when used on computer hardware approved by INPUT SYSTEMS, INCORPORATED. INPUT SYSTEMS, INCORPORATED,does NOT warrant that SHWEII&O - 2/MM/will operate error free or uninterrupted,or that all non-conformities can or will be corrected. INPUT SYSTEMS,INCORPORATED,does NOT warrant statements,or claims by other parties. Should the software fail to operate as warranted,INPUT SYSTEMS, INCORPORATED, shall promptly,upon notice,replace or correct the defective software. This shall be INPUT SYSTEMS,INCORPORATED,only liability with respect to the software product or license. IN NO EVENT SHALL INPUT SYSTEMS,INCORPORATED BE LIABLE FOR ANY DAMAGES,CLAIM OR LOSS INCURRED BY USER(INCLUDING WITHOUT LIMITATION COMPENSATORY,INCIDENTAL,INDIRECT,SPECIAL, CONSEQUENTIAL,OR EXEMPLARY DAMAGES,LOST REVENUES,OR EXPENDITURES RESULTING FROM LOST DATA OR THE CUSTOMER'S INABILITY TO USE THE DATA OR THE PRODUCT. The CUSTOMER assumes all responsibility for the use of the product to achieve the intended results,and for the results obtained from the Product. A`V'ER,r' - 211110 SOFTWARE IS PROVIDED SUBJECT TO THE WARRANTY AND REMEDY JUST EXPRESSED AND IS IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND,EITHER EXPRESSED OR IMPLIED,BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ULAR-PURPOSE BOTH OF WHICH ARE SPECIFICALLY EXCLUDED. UFFILk _� (C(jlrj`i CRY R1' VKR4 q"1'u L APPENDIX 'B' S11WIPW D - 2111MI-SITE LICENSE AGREEMENT ENVIRONMENTAL HEALTH P. MANAGEMEN � APPENDIX8. S/TEL/CENSE S/TEL/CENSE AGREEMENT NUMBER OFMACH/NES THATSIME W - 20MMAYBE/NSTALLEDON.• J71TsB V - ?NNNlicensed under this Agreement authorizes the CUSTOMER to use A717MV - 2tW ON AS MANY SINGLE-USER P.C.COMPUTER SYSTEMS,or AS MANY MULTI-USER(NETWORKED)COMPUTER SYSTEMS,OR ANY COMBINATION THEREOF, AS DESIRED,provided they adhere to the pricing provisions of 'AGREEMENT FOR SERVICE SIMM IN' - ?NW/. PERM/SS/ON TO COPY LICENSED PROGRAMS: No right to print or copy,in whole or in part, 3117SE/•e - JNNN Licensed Program(s),DOCUMENTATION, PROCEDURES,or any related materials,is granted except as herein expressly provided. The programs and their related documentation are copyrighted. Any Licensed Programs which are provided by INPUT SYSTEMS,INCORPORATED in machine readable form may be copied for back-up or archive purposes only. The CUSTOMER agrees to maintain appropriate records of the number and location of all such copies of.V11I M" r - 2000 The original,and any copies of SIPEMWO - 29W Licensed Programs,in whole or in part,which are made by the CUSTOMER shall be the property of INPUT SYSTEMS,INCORPORATED:except for the media on which the Licensed Programs are recorded. The CUSTOMER agrees to reproduce and include the copyrighted notice of INPUT SYSTEMS,INCORPORATED on all copies,in whole or in part,in any form,including partial copies of Licensed Programs made hereunder. You may not copy,reverse engineer(decompile),translate,port,merge,modify,or make derivative works of SII=1190 - ?NWI. You may not rent,disclose,publish,sell,assign,lease,sub-license,market,or transfer S111MV - 2000 or use it in any manner not expressly authorized by this agreement. You shall not alter or remove any copyright notice or proprietary legend contained in or on SIM096 - JNNN. PROTECT/ON AND SECURITY The CUSTOMER agrees NOT to provide or otherwise make available any portion of.PIM'o - JINN including but not limited to object code in any form,to any person other than CUSTOMER,or INPUT SYSTEMS, INCORPORATED employees,without prior written consent from INPUT SYSTEMS,INCORPORATED,except for purposes specifically related to the CUSTOMER's use of the Licensed Program. TERM OFAGREEMENT The TERM OF THIS AGREEMENT is referenced in and stipulated by'THEAGREEMENT FOR nT 's, - ?WIN, which is a part of this S/TEL/CENSEAGREEMENT: MISCELLANEOUS This 'S/TEL/CENSEAGREEMENT shall be governed by the laws of the State of Texas and applicable Federal law.And shall inure to the benefit of INPUT SYSTEMS,INCORPORATED,its successors,administrators,heirs and assignees. Any litigation arising from the use of the programs must be filed in Los Angeles,California. If any provision of this agreement is declared invalid or unenforceable,the remaining provisions of this agreement shall remain in full force and effect. Any notice under this agreement shall be delivered by U.S. Certified Mail,return receipt requested to the following address: INPUT SYSTEMS,INCORPORATED 16308 Orange Ave. Paramount,CA 90723 BYSIGN/fy6 TH/S AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UN RST ND/T,AND GREE TO BE BOUND BY/TS TERMS AND CONDITIONS. y Watson Assistant City Manager October 6, 2000 CITY O F RT WORTH,TEXAS Date u�FBCcU A4k V,',E(�10G°?@ Cuff*', SMEyV ("To �`_?��s � o APPENDIX 'B' 3111 PNO - 21AOI•SITE LICENSE AGREEMENT Page 6 of 6 /N /N/T