HomeMy WebLinkAboutContract 46733-EXF CITY SECRETARY
CONTRACT NO.
asg
technologies
EXHIBIT F
ASG Technologies Group, Inc., f/k/a Allen Systems Group, Inc. ("ASG') as successor in interest to Mobius
Management Systems, Inc. and City of Fort Worth ("Licensee") agree that the terms of General Services
Administration Schedule Contract No. GS-35F-0456M are applicable to this Exhibit F and that this Exhibit F is an
integral part of the License Agreement dated March 28, 1994 (the "Agreement'), but only insofar as it relates to the
Licensed Product(s) referenced on this Exhibit. In the event the provisions of this Exhibit are inconsistent with the
provisions of the Agreement, the provisions of this Exhibit will govern the usage of the Licensed Product(s)
referenced on this Exhibit. All other terms and conditions of the Agreement are confirmed and ratified and remain in
full force and effect.
LICENSE TYPE:
Term License
The Licensed Product(s)consist of the Original Licensed Product(s)listed below
ORIGINAL LICENSED PRODUCT(S)AND EFFECTIVE DATE(S):
November 21, 2001 (Originally licensed Exhibit B as a term license through Mobius Management Systems, Inc.)
ASG-DocumentDirect®for the Internet-NT—1 Server
ASG-DocumentDirect@ for the Internet-NT—DJDE/Metacode—200 Sessions
ASG-DocumentDirect@ for the Internet-NT- Image—200 Sessions
ASG-DocumentDirect®for the Internet-NT- Network Server Access-200 Sessions
June 30 2009 (Originally licensed Exhibit C as a term license through ASG Technologies Group, Inc.)
ASG-DocumentDirect®for the Internet-NT-PCL-200 Sessions
ASG-DocumentDirectO for the Internet-NT—PDF/PS-200 Sessions
ASG-ViewDirect®-NT—1 Server
ASG-ViewDirect®-NT-Advanced Laser Printing— 1 Server
ASG-ViewDirect@-NT—Image— 1 Server
ASG-ViewDirect@-NT- Network Server Access—200 Sessions
ASG-ViewDirect®-NT—Packet Production—1 Server
EFFECTIVE DATE OF LICENSE RENEWAL:
November 21, 2016
DESIGNATED EQUIPMENT/SERIAL NUMBER(S):
TBD
DESIGNATED LOCATION(S):
1000 Throckmorton Street
Fort Worth,Texas 76102
PROPRIETARY INFORMATION
Not for use or disclosure outside
ASG TECHNOLOGIES GROUP,INC.AND LICENSEE
Except under written agreement
CT
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8-17-2016
ASG TECHNOLOGIES GROUP, INC.
EXHIBIT F
PAGE 2OF4
FEES AND PAYMENTS:
Total Fee:$323,136.00 plus any applicable sales tax(es)
The Total Fee includes the License Fee for the Licensed Product(s) for the period November 21, 2016 through
November 20, 2019 (the "Term") and the Annual Maintenance Fees for the period November 21, 2016 through
November 20, 2017.
Licensee has agreed to pay the Total Fee as follows:
November 21, 2016 License Fee: $94,705.00
Maintenance Fee: $39,021.00
November 21, 2017 License Fee: $94,705.00
November 21,2018 License Fee: $94,705.00
In the event no funds or insufficient funds are appropriated by the Licensee in any fiscal period for any payments due
hereunder, Licensee will notify ASG of such occurrence and this Agreement shall terminate on the last of the fiscal
period for which appropriations were received without penalty or expense to the Licensee of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been appropriated.
Should Licensee elect to purchase maintenance services commencing November 21, 2017 and further provided
there are no increases in capacity or usage, the Annual Maintenance Fee shall be $39,021.00 annually through the
remainder of the Term.
Should this Agreement be terminated prior to November 21, 2019 by (i) Licensee for convenience or(ii) ASG upon a
breach by Licensee, which breach remains uncured after sixty (60) days notice thereof, of any material term,
condition, representation or warranty of this Agreement, any unpaid portion of the Total Fee shall immediately
become due and payable hereunder.
All fees shall be payable by Licensee upon receipt of an invoice.
ADDITIONAL TERMS AND CONDITIONS:
Licensee hereby acknowledges receipt of the above Licensed Product(s).
A purchase order or similar document issued by Client that contains additional or different terms and conditions than
those stated in this Agreement are specifically disclaimed by ASG and shall not apply.
Provided the Annual Maintenance Fees have been paid, ASG shall provide Licensee with all enhancements,
improvements, and updates to the Licensed Product(s) which ASG similarly provides or offers to provide to its other
Licensees who have elected to subscribe to Maintenance. ASG will attempt to correct any material errors or
malfunctions or other nonconformities in the Licensed Product(s) for the term of this Agreement, provided Licensee's
system, under which the Licensed Product(s) are licensed, and a Licensee representative, is made readily available to
ASG to assist in the diagnosis of the nonconformity. If Licensee notifies ASG of an error or malfunction which, after
investigation by ASG and Licensee, is determined to have been caused by computer malfunction, or by an
enhancement not made by ASG, or by incorrect data or procedures used by Licensee, ASG may charge Licensee at
ASG's rates then in effect, for all services rendered and costs incurred by ASG in investigating or remedying such non-
conformity. All requests for support services shall provide details sufficient to diagnose or reproduce said failure. With
respect to the foregoing, any modification or attempted modification of the Licensed Product(s) by Licensee not in
accordance with the user Documentation supplied by ASG, or any failure by Licensee to implement the current release
of the Licensed Product(s) or the release immediately preceding the current release within six(6) months of the current
release's availability shall void the obligations of ASG under this section unless Licensee has obtained prior written
authorization from ASG permitting such modification,attempted modifications or failure to implement. For the avoidance
of doubt, unless otherwise stated in this Exhibit, only those users licensed to utilize the Licensed Product(s) under this
Exhibit may access ASG maintenance and support services.
PROPRIETARY INFORMATION
Not for use or disclosure outside
ASG TECHNOLOGIES GROUP,INC.AND LICENSEE
Except under written agreement
CT
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11/28/2016 8:57 AMS 8-17-2016
ASG TECHNOLOGIES GROUP, INC.
EXHIBIT F
PAGE 3 OF 4
The license granted is for a three (3) year term commencing November 21, 2016 through November 20, 2019.
Commencing November 21, 2017 and provided all fees due under this Agreement, including any applicable upgrade
fees, are paid in full, Licensee may elect to cancel maintenance services for the remainder of the Term and retain the
right to use the Licensed Product(s)in accordance with the terms and conditions of this Agreement. If Licensee elects
to cancel maintenance services, Licensee shall notify ASG in writing at least ninety (90) days prior to the renewal
date,and Licensee(i)shall not be entitled to a refund of any fees which are due and payable under this Agreement or
which have been paid, and (ii) shall not be entitled to receive any rights provided for in the Agreement related to
maintenance services including Customer Support Desk, error corrections, enhancements, improvements and
updates. Licensee may elect to reinstate maintenance services by paying all maintenance fees that would have been
due had Licensee not canceled maintenance services, in addition to the Maintenance Fee for the then current
maintenance period.
A "Session" is a logical connection – i.e., the opening through closing of an archive file – between the ViewDirect
Repository and an end-user interface/batch process/programmatic interface/ etc., which the Client is required to
record in the log files maintained by ViewDirect. If a single end user/batch process/programmatic interface/ etc.
establishes multiple connections, each connection is counted as a separate Session. The peak Session count
required to be licensed is the highest total number of connections made in any given minute.
Client shall provide ASG with prior written notice of any increase in Session license usage beyond its current
entitlement and purchase the required increase in license count, in minimum increments of one hundred (100)
Sessions. When Client increases its Session license count, the additional Maintenance Fee shall be calculated as
twenty percent(20%)of the applicable new license fees. The additional Maintenance Fee shall be payable at the time
of increase (prorated from the effective date of the increase to the end of the applicable annual term) and for each
annual term thereafter for which the Client elects to renew maintenance.
A "Server" is a discrete instance of a networked computer running a specific operating system on which Client has
installed the Licensed Product(s). A Server may be a physical machine or a virtual machine. Each physical and/or
virtual server requires its own Server license, regardless of the server's function, e.g., production, test, failover,
backup, disaster recovery, etc.
Client shall provide ASG with prior written notice of any increase in Server license usage beyond its current
entitlement and purchase the required increase in license count. When Client increases its Server license count, the
additional Maintenance Fee shall be calculated as twenty percent (20%) of the applicable new license fees. The
additional Maintenance Fee shall be payable at the time of increase (prorated from the effective date of the increase
to the end of the applicable annual term) and for each annual term thereafter for which the Client elects to renew
maintenance.
The Licensed Products shall be governed by this Exhibit F and the Agreement, and any prior Exhibit(s) or
agreement(s)relating thereto are hereby superseded.
Licensee shall not transfer, sublease, assign or deliver Licensed Product(s) to other equipment, another location, or
another company, or provide or otherwise make Licensed Product(s) available to anyone other than Licensee's
personnel or do processing for the benefit of any entity other than Licensee--including but not limited to as a
consequence of a merger, acquisition, divestiture, change of ownership, or change of control—unless Licensee shall
have obtained ASG's prior written consent and paid any applicable fees. For the avoidance of doubt, contractors,
consultants, outsourcing firms, and all such similar third parties are specifically excluded from the scope of Licensee's
personnel.
Licensee agrees that ASG shall not pay any Licensee fees, including but not limited to bill-back, charge-back,
registration, enrollment, buying, selling, bidding and/or other Licensee administrative fees. Licensee also agrees that
ASG shall not pay any fees charged by a third party that Licensee has selected to handle Licensee's invoicing,
purchase orders, payment, etc. Should ASG pay any of the aforementioned fees, Licensee agrees that ASG shall
invoice such fees to Licensee.
Executed Exhibit F must be received on or before December 22, 2016. If not received by the aforementioned date,
the fee(s) may be subject to additional charges.
PROPRIETARY INFORMATION
Not for use or disclosure outside
ASG TECHNOLOGIES GROUP,INC.AND LICENSEE
Except under written agreement
CT
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11/28/2016 8:57 AMS 8-17-2016
ASG TECHNOLOGIES GROUP, INC.
EXHIBIT F
PAGE 4OF4
THIS SCHEDULE IS HEREBY ACCEPTED AND AGREED TO BY BOTH LICENSEE AND ASG.
Company: ASG Technologies Group, Inc. Company: City of Fort Worth
Address: 708 Goodlette Road North 1000 Throckmorton Street
Naples,Florida 34102 Fort Worth,Texas 761
By: .,[o ��
Name: Linda J.Stephenson Name: waim
Title: Senior Director of Contracts Title: tv mszapr
Date: o2 Date:
'DESIGNATED LOCATION IS TAX EXEMPT: ❑ YES ❑ NO
IF YES, THE TAX EXEMPTION CERTIFICATE MUST BE RETURNED WITH THIS AGREEMENT. IF THE TAX
EXEMPTION CERTIFICATE IS NOT RETURNED WITH THIS AGREEMENT,APPLICABLE TAXES SHALL BE
ADDED BY ASG TO ALL INVOICES SENT TO LICENSEE.
APPR07'F0 ASTO FORM AND LEGALITY-
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A.ttd by:
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Mary J. tkserTCRY Secretary
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PROPRIETARY INFORMATION
Not for use or disclosure outside
ASG TECHNOLOGIES GROUP,INC.AND LICENSEE
Except under written agreement
CT
PS MY
11/28/2016 8:57 AM 1 U2_V2A36 1-1:61-AM 8-17-2016
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-139430
ASG Technologies Group, Inc.
Naples, FL United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 11/22/2016
being filed.
City of Fort Worth Date Acknowledged:
G1
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
GS 35F-0456M
Software license and maintenance fees
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Oregon Public Employees Retirement Fund San Francisco, CA United States X
KKR Debt Investors, II San Francisco,CA United States X
FS Investment Corporation New York, NY United States X
Cetus Capital ll, LLC Greenwich,CT United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
,;p JENNIFER JENNIFER T.SHEFFIELD
* * MY COMMISSION#FF 142758
EXPIRES:October 28,2018
N°a",,w`'141 Bonded Thru Budget Notary Services Signature of a riz d agent of cobtracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said Linda :3, �5tQ )Cn- 1 ,this the 2L X- day of k)a/ey)))} (�
20to certify which,witness my hand and seal of office.
't(711A3en�ni —,. Sn�Ci�1cl ar Ruh►) C-
Si nature of oVicer administering oath Printed name of officer administering oath Title of officer admi tering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
M&C Review
Fg RT Wo RTH
CITY, 6UfVCIL. . GEN®Apre
REFERENCE,, 04ASG TECHNOLOGIES
DATE: 12/13/2016 NO NAME: VIEWDIRECT DOCUMENTDIRECT
MAINTENANCE
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of an Agreement for Software Licensing and Maintenance with ASG
Technologies Group, Inc., in an Amount of$133,726.00 for the First Year, Using a
Cooperative Purchasing Agreement for the Information Technology Solutions
Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Agreement for software
licensing and maintenance with ASG Technologies, Inc., in an amount of$133,726.00 for the first
year, using General Services Administration Schedule Contract No. GS-35F-0456M for the
Information Technology Solutions Department.
DISCUSSION:
The City has been utilizing software from ASG Technologies Group, Inc., called ViewDirect and
DocumentDirect for many years. This software provides for the capture, retention and online
viewing capabilities of reports generating from both mainframe and server-based applications. The
main users of this system are the Financial Management Services and Human Resources
Departments. The ability to archive and view these reports online reduces paper and production
costs associated with hardcopy report generation. The Information Technology Solutions
Department (ITS) maintains and supports this system for its users.
This Agreement supports the City's ViewDirect and DocumentDirect environment ensuring its
operation and support so that the City has continued access to historical information, as well as the
ability to archive required reports. This Agreement is for licensing and maintenance for the network
server versions of ViewDirect and DocumentDirect.
The General Services Administration (GSA) is authorized to offer Cooperative Purchasing
Programs to state agencies, public institutions of higher learning, public school districts and local
governments. A local government that purchases goods and services under the Interlocal
Cooperation Act satisfies otherwise applicable competitive bidding requirements.
M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested
by the ITS Department and approved by the M/WBE office, in accordance with the BDE Ordinance,
because the purchase of goods or services is from source(s) where subcontracting or supplier
opportunities are negligible.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made
by the City Manager for an amount up to $33,431.50 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
AGREEMENT TERM - Upon City Council's approval, this Agreement shall be effective beginning
on November 21, 2016 and expire on November 20, 2017.
RENEWAL OPTIONS -This Agreement may be renewed for up to two (2) one (1) year renewals in
accordance with the terms of the GSA Schedule Contract No. GS-35F-0456M. This action does
not require specific City Council approval provided that the City has appropriated sufficient funds to
M&C Review
satisfy the City's obligation during the renewal terms.
FISCAL INFORMATION/CERTIFICATION:
The approval of this action provides contract authority up to $133,726.00 for the first year. The
Director of Finance certifies that funds are available within the fiscal year 2017 budget in the
Information Technology Fund and that prior to an expenditure being made, the participating
department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year I (Chartfield 2)
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Kevin Gunn (2015)
Additional Information Contact: Mark DeBoer (8598)
ATTACHMENTS
ASG Form 1295.pdf
httn-//snns cfwnet_nrrr/crnmcil nncket/mc review_nsn?M=24156&.cnnne.ilrlate.=l?/I I/201fif12/14/2016 9.5634 AM]