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HomeMy WebLinkAboutContract 48482 CITY SECRETARY CONT6RACT NO. SOFTWARE SUPPORT AGREEMENT Client: City of Fort Worth Address: 1000 Throckmorton St. City, State, Zip: Fort Worth, TX 76102 Phone, Fax: 817.392.6640/817.392.8654 Contact Name: Beatrice DeHoyos, Contract Administrator This Agreement is made by and between TriTech Software Systems, referred to as "TriTech", with offices at 9860 Mesa Rim Road, San Diego, California 92121 and Client named above, referred to as "Client". A. WHEREAS, TriTech and Client have entered into a System Purchase Agreement dated January 31, 2007, (the "Purchase Agreement"); B. WHEREAS, this Software Support Agreement is entered into to provide Software Support for the TriTech Software for a period of one year, subject to annual renewal thereafter; NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, TriTech and Client agree as follows: 1.0 DEFINITIONS All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Definitions section of the Purchase Agreement, which section is incorporated by reference herein as though set forth in full. 2.0 TERM The initial term of Software Support services provided under this Agreement shall begin upon expiration of the Warranty Period. The Warranty Period for Interfaces and any Modifications will also end on the same date. Software Support for subsequent annual terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. TriTech shall provide to Client a Software Support Renewal Agreement for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client. Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 21 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement shall be the amount specified in Addendum A hereto, payable pursuant to TriTech's invoices, which shall be due and payable as follows; Software Support fees shall be paid in four (4) equal payments during the term of the agreement. The four payments are defined as each quarter of the City's fiscal year. 1St payment due on October 1 , 2nd payment due January 1, 3rd payment due April 1, 4t" payment due July 1 3.2 TriTech shall notify Client prior to the end of a support term of the Software Support fees for the next succeeding annual term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term. TriTech support fees shall be subject to increase on an annual basis at a rate equal to the current Consumer Price Index for all Urban Consumers ("CPI-U") — All Items, Los Angeles-Riverside-Orange County, CA (1982-84 = 100), or 5%, whichever is less. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period. 3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TriTech's principal place of business, except as stated in section 5.0 herein. 3.4 If Client fails to renew Software Support for any renewal term by execution of the applicable Software Support Renewal Agreement and payment of the applicable Software Support fees, Software Support may be rendered by TriTech, at its discretion, on a time and material basis, at TriTech's then current rates for consulting and support plus expenses and Update license fees. If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users. 3.5 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one percent (1%) per month, or the highest rate permitted by law, whichever is less, from thirty (30) days after their due date until paid. 3.6 Client is a tax exempt entity and will provide written evidence of such exemption to TriTech upon request. Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 21 4.0 TELEPHONE SUPPORT TriTech will provide Telephone Support service twenty-four (24) hours a day, seven (7) days a week as more fully described in Addendum B. Client will ensure that only personnel properly trained in the operation and usage of the TriTech Software will utilize the Telephone Support service. 5.0 SOFTWARE ERROR CORRECTION If, during the term of this Agreement, Client determines that Software Error(s) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedure does not correct the Software Error, Client shall immediately notify TriTech pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will correct the Software Error(s) in accordance with Addendum B. Notwithstanding the foregoing, TriTech may, at its discretion, reasonably applied, correct Low Priority Software Errors (as that term is used in Addendum B), in a future update to the TriTech Software. If TriTech is unable to reproduce the Software Error and it becomes necessary to travel to Client's site to reproduce it, Client shall pay TriTech's travel expenses, however, if it is determined the Software Error is the result of errors in the TriTech Software code and NOT a result of Client error, or other non- TriTech related issue, any and all travel related expense will be waived by TriTech. In the event of software errors not caused by the TriTech Software code, Client shall also reimburse TriTech for its labor related expenses for such on-site visit at TriTech's then current hourly rates for technical and support engineering. 6.0 SOFTWARE UPDATES From time to time at TriTech's discretion, Updates to the TriTech Software and Release Notes documenting the Updates will be developed and provided to Client. All Updates and their accompanying Release Notes shall be subject to the terms and conditions of the Purchase Agreement and shall be deemed licensed TriTech Software thereunder. 7.0 LIMITATIONS 7.1 Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current production version thereof that is offered to Client. The Client shall implement the most current general release of licensed TriTech Software within twelve Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 21 (12) months of the general release announcement for such product (the notice is distributed through the TriTech Support List Server and the TriTech Support website). If the Client does not complete an upgrade within the above noted time period, TriTech shall not be obligated to continue to provide Software Support for Client's version of the TriTech Software for that product. 7.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses. 7.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates: 7.3.1 Problems in the TriTech Software are caused by modification by Client or a third party of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment. 7.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other instructions provided by TriTech, or by misuse or neglect. 7.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for seeking approval for loading third party software on a CAD Workstation or Mobile Client (Mobile Workstation) are set forth in paragraph 7.4 of this Agreement. As provided in said provision, software that is not provided by TriTech shall not be loaded on a CAD Server or Mobile Server.) 7.3.4 Problems in the TriTech Software are caused by equipment which does not meet the configuration requirements specified in the TriTech Documentation. 7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up to date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the CAD System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus-free copy of the TriTech Software, and will, at its expense, reload said software (but not client's data) on Client's Equipment. Client shall be responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the CAD system. 7.3.6 Problems in the TriTech Software are caused by Subcontractor Software (other than that originally provided under the Purchase Agreement), or System Software, including but not limited to operating system software. Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 21 7.3.7 Problems in the TriTech Software are caused by lack of Year 2000 Compliance of hardware, firmware, software, data or other facilities manufactured, developed and/or otherwise provided by Client or third parties, including but not limited to Equipment, Subcontractor Software or Hardware, or System Software, which have not been provided by TriTech. 7.3.8 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates (including but not limited to Subcontractor Software or Hardware or System Software), including but not limited to problems caused by changes in such Equipment or software. 7.4 If, at any time after installation of the System, Client desires to load on a Workstation any software not provided by TriTech, it shall, before loading such software, follow the procedures in the then current Client Support Services Manual, and contact the TriTech Technical Services Department at the telephone numbers listed in Addendum B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client's needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. In such an event, Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 7.5 TriTech Software Support under this Agreement, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third parties or Client ("Third Party Changes"). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to such Third Party Changes. 7.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. Client's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk. Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 21 7.7 Client is responsible for maintaining the required certifications for access to Client's state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems. TriTech is required to meet the security requirements set forth in the Security Review Packet Revised 200509 vs 4_4.doc or subsequent additions/modifications. 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE 8.1 Maintenance and support for Equipment provided under the Purchase Agreement (except as noted at section 12.4.1 therein for the Stratus ftServers) is not included under this Agreement. However, since proper computer equipment maintenance is required for proper system operation, Client shall acquire and keep in force equipment maintenance agreements for the computer and peripheral equipment used to operate the TriTech Software, or to provide such maintenance in-house with qualified personnel. If Client determines that an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the Purchase Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Purchase Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 9.0 LIMITATION OF LIABILITY 9.1 TriTech's liability for any claim or damage arising from or otherwise related to this Agreement, whether in contract, tort, by way of indemnification or under statute shall be limited to direct damages caused by TriTech, its employees, agents, officers, directors or subcontractors, as determined by a court of competent jurisdiction. 9.2 IN NO EVENT SHALL TRITECH BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 21 DAMAGES ARISING OUT OF THE USE OR NON-USE OF THE TRITECH SOFTWARE, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 10.0 DISPUTE RESOLUTION 10.1 In the event of a dispute, controversy or claim arising under or related to this Agreement, a party may request, in writing, to initiate the dispute resolution process under this provision. Each party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any disputes arising under this Agreement. To the extent permitted by law, discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted. 10.2 If the negotiations described above do not resolve the dispute within sixty (60) days of the initial written request, the dispute may be submitted to mediation under the Commercial Mediation Rules of the American Arbitration Association (the "Association"). Notwithstanding the Rules of the Association, the parties shall be free to select a mediator upon which both parties have agreed. The mediator may be selected from the national panel of arbitrators of the American Arbitration Association with expertise in computer law and technology. 10.3 Each party shall bear its own costs of these procedures. A party seeking discovery shall reimburse the responding party the reasonable out-of-pocket cost of production of documents (to include search time and reproduction time costs). 10.4 Nothing in this paragraph shall impair or otherwise act as a waiver of either party of its right to a trial by jury or to seek any such alternative relief as may be available to the party by law. 11.0 SEVERABILITY If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 21 12.0 FORCE MAJEURE/EXCUSABLE DELAY Neither parry shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, acts of terrorism, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment or software from suppliers, default of a subcontractor or vendor to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 13.0 CONSTRUCTION AND HEADINGS The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. 14.0 WAIVER 14.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision. 14.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute consent to, waiver of or excuse for any other, different or subsequent breach. 15.0 ENTIRE AGREEMENT This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 21 16.0 APPLICABLE LAW This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Texas without regard to its conflict of laws provisions and any applicable laws of the United States. Venue for any claim or action arising out of or pursuant to this Agreement shall lie exclusively in the state courts in Tarrant County, Texas and the Federal District Court for the Northern District of Texas, Fort Worth division. 17.0 ASSIGNMENT Neither this Agreement nor any rights or obligations hereunder shall be assigned, subcontracted or otherwise transferred by either party without the prior written consent of the other party, which consent will not be unreasonably withheld. Further, either party may require the proposed assignee or subcontractor to execute and agree to be bound by the terms and conditions of this Agreement. 18.0 NOTICES All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv) by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof. To Client: To TriTech: City of Forth Worth TriTech Software Systems 1000 Throckmorton St. 9860 Mesa Rim Road Fort Worth, TX 76102 San Diego, Calif. 92121 Attn: Beatrice DeHoyos Attn: Christopher D. Maloney Contract Administrator President 19.0 GENERAL TERMS 19.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT section of this Agreement. Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTeeh Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 1 I of 21 19.2 This Agreement shall not become a binding contract until signed by an authorized officer of both parties, and it is effective as of the date so signed. 19.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. 19.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement. 19.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders. 19.6 A facsimile of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy thereof) shall be treated as an original. 19.7 TriTech agrees that the Client shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of TriTech involving transactions relating to this Agreement. TriTech agrees that the Client shall have access during normal working hours to all necessary TriTech facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The Client shall give TriTech reasonable advance notice of intended audits. 19.8 TriTech further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the Client shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that Client shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. Client shall give subcontractor reasonable notice of intended audits. 19.9 It is expressly understood and agreed that TriTech shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the Client. Subject to and in accordance with the conditions and provisions of this Agreement, TriTech shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. TriTech acknowledges that the doctrine of respondeat superior shall not apply as between the Client, its officers, agents, servants and employees, and TriTech, its officers, agents, employees, servants, contractors and subcontractors. Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 21 TriTech further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the Client and TriTech. 19.10 Neither the Client nor TriTech shall, during the term of this Agreement and additionally a period of two (2) years after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 19.11 TriTech agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the Client notifies TriTech of any violation of such laws, ordinances, rules or regulations, TriTech shall immediately desist from and correct the violation. 19.12 EACH PARTY'S ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS HEREOF AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHERWRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY. CITY OF FORT WORTH: ACCEPTED: ATTEST: B : B � Y \ Y Y: o a is�ua 7 Marty HenAx A41st4 t'City Manager City Secretary �] ( -7 Date: Datea. WN Wb APPROVED AS TO FORM AND LEGALITY: CONTRACT AUTHORIZATION: By: M&C: C-21944 Maleshi B. Farmer Assistant City Attorney Date Approved: 1/23/07 TRITECH SOFTWARE SYSTEMS: By: ChristbpheOD. Maloney President and CEO Date: Fort Worth Software Support Agreement V3.3 02/06 Copyright 0 2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 13 of 21 ADDENDUM A SUPPORT FEES Based on the following licenses, the annual software support fee will be $506,902. Prior to the end of the Warranty Period, and each subsequent annual support term, TriTech will forward an invoice to Client for the annual support fee. An increase in the TriTech Software licenses granted to Client will result in an increase in the Software Support fee. Annual VisiCon fees as noted below will be $17,500, beginning with VisiCon 2007 attendance. Dispatch System Software 1 Primary- Server Software license- Multi-jurisdictional 30,000 44 Dispatcher/Call Taker Software License (Police-34 pos Fire- 10 pos) 440,000 8 Supervisor- User Software License(Police-4 pos Fire-4 Pos) 40,000 2 QA/Training - User Software License 6,000 1 QA/Training-Server Software License 10,000 1 Archive and Reporting Server Software License 18,500 1 Disaster Recovery-Server Software License 10,000 3 Disaster Recovery- User Software Licence 15,000 37 Back-up/EOC- User Software License 111,000 1 Hot Stand-by Server License 10,000 1 VisiNET Browser Site License with Reporting 25,000 1 Protocol (Caller Instruction System) Module 7,500 1 AlertLine Module with Instant Messaging (44 users, 8 sup&2 training) 50,500 1 GISLink Utility License 15,000 1 GIS Link for Response Plan Imports 5,000 1 Dispatch Rules Module 2,500 1 Quickest Path Unit Recommendation Module 44,000 44 TDD/TYY User Module (Requires Zetron Hardware) 110,000 1 Geofile Cross Reference Module/Point- Polygon (Req ESRI Software) 2,500 1 System Status Management Module Included 1 Snap Shot Module 2,500 1 Standard Operating Procedure(SOP) Module 7,500 1 Event Playback Module 7,500 1 Deccan - "Commit" Functionality 15,000 Total TriTech Software $ 985,0001 Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 21 ADDENDUM A (CONTINUED) Mobile Software 1 VisiNet Mobile Server 500+ 100,000 1 VisiNet Mobile Mapping Server 5,000 720 VisiNet Mobile Base Client License 360,000 720 VisiNet Mobile AVL License with mapping 216,000 1 Test&Training Mobile Server 12,000 5 Test&Training Mobile Clients 2,500 1 Desktop Mobile Site License( For use on LAN PC's) 60,000 720 VisiNet Mobile Private RF IP License 72,000 Total TriTech Software $ 827,500 Interfaces 1 ANI/ALI Interface License (Positron) 9,000 1 TDD/TYY Interface 35,900 1 Locution Station Alerting Interface 25,000 1 CAD2CAD Interface with MedStar(TriTech2TriTech) 40,000 1 RMS Interface with Tiburon Law RMS (MNI query) 70,000 2 Paging Interface 18,000 1 Firehouse Fire RMS 25,000 1 PDSI Tele-Staff for Fort Worth FD 30,000 1 Push to Talk Interface with Motorola Gold Elite 70,000 1 TLETS/NCIC Interface 50,000 1 Maximus Courts (Wants/Warrants) 45,000 1 Tiburon ARS Interface wNisiNet Mobile 35,700 4 Interface Manager License 20,000 1 CFW Mainframe Interface for PD (FTP Site) 18,000 Total Interfaces $ 491,600 VisiCon Attendance (5 years with 5 attendees) $17,500/yr x 5 = $87,500 Fort Worth Software Support Agreement V3.3 02/06 Copyright 0 2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 21 ADDENDUM A (CONTINUED) TriTech will provide first line, Help Desk support services for the Subcontractor applications and coordinate with the applicable Subcontractor for correction of reported software errors. Subcontractor Recurring Support Fees (first year support fees will have been paid under the System Purchase Agreement): Deccan LiveMUM Year 2 $14,678 ADAM Year 2 $16,412 LiveMUM Year 3 $16,145 ADAM Year 3 $18,053 LiveMUM Year 4 $17,760 ADAM Year 4$21,844 LiveMUM Year 5 $17,760 ADAM Year 4 $21,844 Locution $29,611 Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 21 ADDENDUM B SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES (1) All VisiCADNisiNet Software Errors reported by Client shall be resolved as set forth below. Initial response by TriTech will be based upon the priority assigned by Client's supervisor of the CAD. Resolution response will be based upon the priority jointly agreed on by TriTech and Client. Client will specify a central contact person at each CAD site and a Client CAD coordinator who will be the focal point for all CAD activity. (2) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech. The written report must be faxed to TriTech at (858) 799-7013, or emailed to: support@tritech.com. Client may also report Software Errors online through the TriTech support website. Note that Critical Priority Software Errors must be reported via telephone. Telephone notification will be made to TriTech's VisiCAD support line at 1 (800) VisiCAD, 1 (888) VisiCAD, or (858) 799-7050. (3) "Normal Technical Services Hours" are 5:30a.m. through 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. "Normal TriTech Office Hours" are 8:30a.m. through 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. (4) The main support line will be answered by an automated attendant at all hours. The Client can either remain on the line or press 2 to transfer to the Technical Services Department. If a Technical Services representative is available, the call will be answered and handled immediately. If all representatives are busy, the Client will be given the option to leave a message or press 0 (zero) in the case of a Critical Priority Problem, as described below. In the case of Critical Priority Problems (as described below) the Client shall press zero. All other problem reports will operate on a call-back basis after leaving a message in the support voice mailbox. (5) During Normal TriTech Office Hours, pressing zero will transfer the caller to the receptionist who will assist the Client. The receptionist will use these procedures to handle the call appropriately, including finding a Technical Services representative or other personnel to assist the Client. (6) After Normal TriTech Office Hours, pressing zero will transfer the caller to our emergency answering service. When connected to the service, the Client shall provide the operator with his or her name, organization name, call-back number where the Technical Services representative may reach the calling party, and a brief description of the problem (including, if applicable, the information that causes the issue to be a Critical Priority Problem). Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 21 (7) During Normal Technical Services Hours, each Software Error report or enhancement request will be assigned an issue number. This number should be used for all subsequent inquiries relating to the original Software Error report. Problems reported after Normal Technical Services Hours will be logged and assigned an issue number the next business day. (8) Client shall provide TriTech with a high speed data connection (as more fully defined in the Site Preparation and Support Connectivity Guide), a separate data quality telephone modem line and a dedicated voice line (in each case as specified by TriTech) to each physical area in which a Server or interface equipment is located to enable TriTech to access, diagnose, update or install a workaround to the system. Client shall additionally provide a voice telephone line located near such areas to allow simultaneous voice and data access. (9) If the problem is not a Critical Priority Problem, TriTech will operate on a call-back basis. If requested or specified in the response time criteria below, a TriTech representative will return the call in a manner consistent with the priority and order in which the call was received. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem. (10) Priorities and Support Response. (a) Critical Priority Hours of Availability: 24 hours a day, 7 days a week, 365 days a year. Description: A critical software error, which severely impacts the ability of Client to dispatch emergency vehicles. These Software Errors are: • Software Server software lockup • Data corruption caused by TriTech Software • TriTech Software is inoperable due to one of the following conditions: o Inability to enter new requests for service o Inability to assign a call to a unit o Inability to change status o Inability to dispose of a call o Inability of Client to receive Dispatch Incident Information o Inability to interface to MedStar via CAD2CAD, provided that the problem is due to the VisiCAD to VisiCAD interface software o Inability to process TCIC/NCIC requests o Inability to received local warrant returns Fort Worth Software Support Agreement V3.3 02106 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 21 o The VisiNet Mobile server based software, including mobile server and interface is inoperable as defined by the following criteria: ■ Server software is down ■ AVL data being received by the server software is not being processed into the CAD system on a fleet-wide basis for VisiNet Mobile equipped vehicles ■ Mobile server components are not properly updating the CAD for essential mobile functions (log on, status change, incident dispatch, and emergency button) on a fleet- wide basis for VisiNet Mobile equipped vehicles Initial Response: TriTech will respond with a call back within thirty (30) minutes 90% of the time for all Critical priorities, provided that the issue has been reported via telephone. An event of Force Majeure, or other delays beyond TriTech's reasonable control, including, but not limited to interruption of telephone or cellular telephone service, or paging services caused by the respective carrier's technical difficulties, shall not constitute a failure of TriTech to respond within the time limits for Critical Priority issues, and shall not constitute a Default under this Agreement. Resolution Response: TriTech will work continuously to provide Client with a workaround solution or to completely resolve the problem. Notification: It is the responsibility of Client to notify TriTech of a Critical Priority issue. TriTech will update the Client CAD contact of progress frequently during problem resolution and provide a final report of the status of the system once the workaround has been provided or the problem has been resolved. Client may request a summary overview of the problem and the steps taken by TriTech to prevent future errors of the same type. N High Priority Hours of Availability: 24 hours a day, 7 days a week, 365 days a year. Description: A non-critical Software Error which does not prevent the dispatching of emergency vehicles from within VisiCAD, but which does prevent the User from performing a common call taking, dispatching, or system administrative function. These do not include cosmetic, documentation, reporting, or similar Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 21 problems. These also do not include questions or inquiries regarding the operation of the software or its installation and training. Initial Response: TriTech will respond with a call back within one (1) hour 90% of the time on all High priorities during Normal Technical Services Hours, provided that the issue has been reported via telephone. An event of Force Majeure, or other delays beyond TriTech's reasonable control, including, but not limited to interruption of telephone or cellular telephone service, or paging services caused by the respective carrier's technical difficulties, shall not constitute a failure of TriTech to respond within the time limits for High Priority issues, and shall not constitute a Default under this Agreement. Resolution Response: TriTech will provide a workaround for Client when possible within twenty-four (24) hours. (Providing a workaround would usually result in lowering the priority of the problem.) Unless a reasonable workaround is promptly provided, TriTech will work diligently to resolve the problem as soon as reasonably feasible. If a reasonable workaround is available, TriTech will provide a problem resolution in the form of an Upgrade or modification to the Software in a future update. Notification: It is the responsibility of Client to notify TriTech of a High Priority issue. TriTech will notify the local Client CAD supervisor when a workaround has been provided or the problem has been resolved. TriTech will provide Client a monthly list of outstanding and resolved issues showing all problems reported during the period or unresolved as of the date of the report. M Medium Priority Hours of Availability: Normal Technical Services Hours Description: A Software Error which is not Critical, and would be a high priority, except that there is a reasonable workaround. These include but are not limited to: • Reporting errors or calculation problems • Questions or inquiries relating to TriTech Software functionality, system administration, or installation Fort Worth Software Support Agreement V3.3 02106 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 21 Initial Response: TriTech will respond within an average of twenty-four (24) hours during Normal Technical Services Hours, or on the next business day. Resolution Response: TriTech will correct Medium Priority errors in upcoming releases. Notification: It is the responsibility of Client to notify TriTech of a Medium Priority issue. TriTech will notify the local Client CAD supervisor when a workaround has been provided or the problem has been resolved. TriTech will provide Client a monthly list of outstanding issues and resolutions showing all problems reported during the period or unresolved as of the date of the report. (d) Low Priority Hours of Availability: Normal Technical Services Hours Description; All other software or documentation errors not described above. These include but are not limited to: • Documentation inaccuracies • Cosmetic issues • Misspellings Initial Response: TriTech will not respond to these items unless specifically requested to do so at the time of the request. If a reply is requested, TriTech will respond within an average of twenty- four (24) hours during Normal Technical Services Hours, or on the next business day. Resolution Response: TriTech will correct Low Priority Problems in upcoming releases of the software or documentation. Notification: It is the responsibility of Client to notify TriTech of a Low Priority issue. TriTech will notify the local Client CAD supervisor when a workaround has been provided or the problem has been resolved. TriTech will provide Client a monthly list of outstanding issues and resolutions showing all problems reported during the period or unresolved as of the date of the report. Fort Worth Software Support Agreement V3.3 02/06 Copyright©2006 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 21 M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT COUNCIL ACTION: Approved on 1/23/2007 -Ordinance No. 17380-01-2007 & 17381-01-2007 DATE: 1/23/2007 REFERENCE NO.: C-21944 LOG NAME: 35CAD2 CODE: C TYPE: NON-CONSENT PUBLIC HEARING: NO SUBJECT: Authorize the City Manager to Execute a System Purchase and Support Agreement with TriTech Software Systems for a Computer Aided Dispatch and Station Alerting System and Adopt the Appropriation Ordinances RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the New Equipment Purchase Fund by$5,754,191 to be obtained through the City's Equipment Note program approved by City council on February 9, 1999, (M&C G-12462) by Ordinance No. 13701; and 2. Approve the transfer of$5,754,191 from the New Equipment Purchase Fund to the specially funded Capiyal Projects Fund for the CAD replacement project; and 3. Approve the transfer of$1,085,809 from the General Fund to the Specially Funded Capital Projects Fund for the CAD replacement project; and 4. Adopt the attached appropriation ordinance increasing estimaged receipts and appropriations by $6,840,000 in the Specially Funded Capital Projects Fund from available funds; and 5. Authorize the City Manager to execute a System Purchase and Support Agreement with Tri-Tech Software Systems in an amount not to exceed $4,980,000 for a Computer Aided Dispatch (CAD) an Station Alerting system; and 6. Upon approval, find that this agreement is necessary to preserve or protect the public health or safety of the residensts of the City of Fort Worth. DISCUSSION: On November 7, 2006, City Council was briefed during the Pre-Council meeting and by Informal Report No. 8806 on the need for a new CAD system. At that time, the City Council was presented with an estimated project cost of$7.2 million. Subsequently, the City Council authorized the City Manager to move forward with the Public Safety CAD system replacement and begin negotiations with TriTech Software Systems. Based on those negotiations, a purchase price was quoted by TriTech that included special end-of-year discounts that would expire December 31, 2006. The purchase price for the CAD system was priced at just http://apps.cfwnet.org/council_packet/mc_review.asp?ID=7208&councildate=1/23/2007 12/21/2016 M&C Review Page 2 of 3 under$4.8 million with installation, other related software costs, and contingencies increasing the system price (installed)to an estimated $6,656,250.00. On December 19, 2006, Council approved M&C C-21906 to authorize a contract with TriTech in an amount not to exceed $4.8 million for the purchase of a new CAD and Station Alerting system contingent upon a short-term inter-fund loan from the Crime Control and Prevention District (CCPD)to provide initial funding for the project. The City Council also approved M&C G-15550 on the same day authorizing the City Manager to request the CCPD loan. On December 27, 2006, after two public hearings and staff presentations, the CCPD Board of Director's voted to deny the inter-fund loan request. The action by the CCPD Board of Directors essentially nullified the passage of the two M&Cs approved by the City Council on December 19th since these M&Cs were contingent upon approval of the inter-fund loan by the CCPD. Additionally, since the City was unable to enter into a contract with TriTech prior to January 1, 2007, the vendor's special end-of-year discount expired and the City has had to negotiate a new price with TriTech. City staff is now requesting Council approval for the City Manager to execute an agreement with TriTech in an amount not to exceed $4,980,000.00 to acquire a new CAD and Station Alerting system. City staff is recommending that this procurement pursuant to Section 252.022(a)(2)of the Local Government Code, which exempts procurements necessary to preserve or protect the public health or safety of the municipality's residents from competitive bidding requirements. The purchase of the TriTech CAD system will assure that real-time fully functional interoperability and information sharing can and will occur between the City's new CAD system and the Med Star CAD, which is also a TriTech CAD system. In addition to the contract amount, City staff is requesting City Council approval for additional project funding in the amount of$1,860,000.00 for contingency and for purchase of a small number of add-on software modules that are necessary to provide the total system functionality required by the Police Department. Since the functionality embodied in these add-on modules is considered administrative in nature, these modules would not be exempt from competitive bidding requirements under Section 252.022 (a)(2)of the Local Government Code. These modules will therefore be procured through a standard, competitive bidding process with City Council approval. The future purchase price for these add-on modules is included in the additional project funding. Since the December 27th CCPD Board vote, staff has worked to identify another method to fund this project. The urgency of funding this project is driven by the need to have the new system in place before the end of the current calendar year. After December 31, 2007, the Automatic Vehicle Locater component of the current CAD system will no longer be supported by the vendor. As reported on November 7, 2006, the initial plan for financing the CAD project was to use equipment notes with a 5-year repayment plan. Consistent with that plan, the 2006-2007 adopted City budget included $1,085,809 for the anticipated debt service related to the equipment note financing. Subsequently, it was determined that equipment notes could not be issued without a current (i.e., FY 2005) CAFR. In order to avoid a delay in acquiring the much needed system, the request in December to the CCPD Board was made to provide a short-term inter-fund loan until the equipment notes could be issued. Upon denial by the CCPD Board, staff further explored the mechanics of the equipment note program in consultation with City's Bond Counsel. It was determined that because the City actually has contracts in place with two banks to purchase equipment notes, the contracts can be used to provide appropriation authority without actually having to sell the equipment notes at this time. Upon completion of the 2005 CAFR, the City anticipates selling equipment notes and replenishing the note authority. This is similar to the way the commercial paper program is used by the City for larger capital projects. Pursuant to the City's renegotiation with TriTech, the total project cost is now estimated to be $6,840,000.00 ($4.98 million for the TriTech CAD plus $1.86 million for add-on modules and contingency). Since there is currently$1,085,809 in the City's General Fund for this project, the recommendation includes City Council approval and the authority to appropriate the remainder of the project costs of$5,754,191.00 through the use of City Equipment Notes. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=7208&councildate=1/23/2007 12/21/2016 M&C Review Page 3 of 3 As stated above, the project costs as proposed include funds for additional software costs as well as a reasonable contingency allowance for unforeseen project changes. City staff is committed to avoid and minimize any potential usage of the contingency dollars. In addition, City staff will pursue reasonable options to minimize and reduce project costs throughout the lifecycle of the project. For example, staff will evaluate the vendor's proposal for computer servers and determine if the City can procure its own servers directly resulting in an overall cost savings for the project. In addition, approximately$500,000.00 of the $4,980,000.00 contract with TriTech is budgeted for the first year of annual maintenance for the CAD system. Currently, the City pays approximately $200,000.00 for annual maintenance of its Tiburon CAD system. Once the Tiburon CAD system has been replaced, this recurring budget item will be replaced with an annual budget line item for maintenance of the TriTech system, providing an opportunity for savings in the project in the first year. This potential project cost saving is being evaluated. Upon approval of this M&C and execution of the contract with TriTech, the current timeline for the project proposes a go-live CAD implementation for the Fire Department of December 2007, with a go-live implementation for Police to occur by mid-2008. Staff will be working to shorten the timetable during installation. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations and adoption of the attached appropriationn ordinance, funds will be available in the current capital budget, as appropriated, of the Specially Funded Capital Projects Fund. TO Fund/Account/Centers FROM Fund/Account/Centers G193 485200 004193004020 $5,754,191.00 G193 538070 004193004020 $5,754,191.00 G193 538070 004193004020 $5,754,191.00 GG01 538070 0908003 $1,085,809.00 C291 472193 041100064480 $5,754,191.00 C291 541390 041100064480 $4,980,000.00 C291 472001 041100064480 $1,085,809.00 C291 541390 041100064480 $6,840,000.00 Submitted for City Manager's Office by: Joe Paniagua (6191) Originating Department Head: Peter Anderson (8781) Additional Information Contact: Joe Paniagua (6191) ATTACHMENTS 35CAD2.Ord.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=7208&councildate=1/23/2007 12/21/2016