HomeMy WebLinkAboutContract 27035 Class Software Solutions Ltd.
Suite 300,6400 Roberts Street,Burnaby,B.C. Canada V5G 4C9 CITY SECRETARY
t:1.800.661.1196 f:604.432.9708 class@classinfo.com www.classinfo.com CONTRACT NO.
ClassTM THIRD PARTY PRODUCT
PURCHASE AGREEMENT
This Agreement outlines Customer's agreement to purchase from Class Software Solutions Ltd. (CSS)the Third Party Products
listed below.CSS and Customer agree as follows:
1.Third Party Products Description, Price List And Minimum Volumes
Item Units Unit Price Total Cost
AGFA ePhoto 780 Digital Camera 20 $400 $8,000
AGFA ePhoto AC Adapter 20 $50 $1,000
TTL Bar Code Slot Scanner(SR660T),Serial Decoder(1001 R) 20 $217 $4,340
&Power Supply 101 PS
Eltron P31 OC Color Card Printer 20 $2,350 $47,000
Eltron C310 Ribbon(5 panel color ribbon—200 images per roll) 20 $97.50 $1,950
Eltron Cards,30 mil premier grade/100 cards per pack 40 $18 $720
Eltron Cleaning Swab Kit 20 $60 $1,200
Dialogic Voice Processing Card 2 line(D/21 H) 1 $770 $770
Dialogic Voice Processing Card 4 line(D/41 H) 3 $1,100 $3,300
Promptmaster Teleprompter 2 $380 $380
$,68;660 f
2.Payment Terms for Third Party products
(a) All prices are in the funds of the country of installation with all duties included.
(b) All shipments shall be F.O.B.Vancouver,BC.
(c) Sales Tax(es)are not included unless specifically identified.
(d) These prices are valid for ninety(90)days.
(e) Payments are due upon shipment by CSS and payable within thirty(30)days.
(f) Overdue invoices shall bear interest at a rate of 1%per month, 12.56%per annum.
THE PARTIES HAVE RECUTED THIS E T,through.-thelrvspectiv cers,duly author ed for such purpose,as of
the Effective Date: ATrE
t
f
The City of Fort Worth Authorize , ' ature) (Date)
^ontract Autho ixation `
Class Software Solyti�D .- Ra u CEO
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�, �. r _,�_r7 �ff(1n� ��i( ate)
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TERMS&CONDITION OF PURCHASE
1. DEFINITIONS EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE,SERVICES,
When used herein,the following terms,whether plural or singular,shall have the meaning set forth below: MAINTENANCE,USE,PERFORMANCE,FAILURE OR INTERRUPTION IN THE OPERATION OF THE THIRD
1.1 'Third PartyrP oduc 'means that third party equipment and/or software products marketed by PARTY PRODUCTS,SOFTWARE OR SERVICES,EVEN IF CSS IS ADVISED OF THE POSSIBILITY OF SUCH
CSS as listed on the cover signature page,together with all user manuals and other documents accompanying the DAMAGES.
delivery of the Third Party Products,provided that the Third Party Products shall not include Class Software;
1.2 'Class Software'means software in executable code,the non-exclusive use of which is licensed 3.4 Service After Warranty-The Third Party Products are eligible for service under CSS's Software
by CSS to the Customer in accordance with the Class Software License Agreement(Executable Code)as Service Agreement or as otherwise mutually agreed upon by the parties.The fee for service shall be at CSS's then
contemplated in Section 4.2. prevailing rates.At Customer's option,the Software Service Agreement may commence on the date of expiration of
1.3 'Related Documentation'means any end user specifications,manuals,instructions,and other the initial third parry warranty period for the Third Party Products.CSS does not warrant the availability of after
malerials,and any copies of any of the foregoing,in any medium,related to the Third Party Products and supplied sales service for all Third Party Products.
by CSS to the Customer with the Third Party Products.
1.4 'Services'means those activities performed by CSS for Customer including but not limited to 3.5 Installation Site-Customer shall be responsible for meeting all installation specifications and other
training Customer's personnel on the functions,installation and use of the Third Party Products,the provision of environmental requirements for the Third Parry Products as set out in the Third Party Products specifications.
which services are governed by the Class Professional Services Agreement signed by the parties. Customer shall also be responsible for any additional parts or services dictated by the environment in which the
Third Party Products are installed.
2. PURCHASE AND SALE OF THIRD PARTY PRODUCTS 3.6 Third Party Products Modification-Any Third Party warranty obligations a any CSS obligations
2.1 Purchase Commitment and Price-CSS hereby sells to Customer,and Customer hereby agrees to
purchase from CSS the Third Party Products in the volumes and at the prices listed on the cover signature page, hereunder shall be void in the event Customer modifies the Third Parry Products or uses any attachment,feature,
under the toms and conditions set forth in this Agreement.Such purchases shall be made by the Customer issuing or device which is rat specified as an approved attachment in the Related Documentation on the Third Party
purchase orders in compliance with this Agreement and subject to the acceptance thereof by CSS. Products,without first obtaining CSS's written approval.
2.2 Delivery-The Third Party Products shall be delivered to Customer as designated in each 4. PROPRIETARY RIGHTS
purchase order and mutually agreed by CSS and the Customer. 4.1 CSS Proprietary Rights-The Customer acknowledges that the Third Party Products are subject to
the intellectual property rights of the third parry manufacturer,including any copyright,bade secret,trademark and
2.3 Security Interest in Third Pad Products-CSS shall have a purchase money security interest patent protection.The Customer will maintain in confidence and not use or disclose any and all confidential
therein until Customer pays CSS in full for all amounts owing from Customer to CSS in connection with the business or technical information as designated as such by a third party suppler or CSS other than for the
particular shipment of which the Third Party Products form a part.Customer shag sign all instruments and do all evaluation and use of the Third Party Products by the Customer.
acts that CSS,acting reasonably,requires to effect,perfect,register or record such retention of title and security
interest.In the event of default in payment or other breach by Customer,CSS shall,in addition to all other rights 4.2 Class Software and Third Party Products-The Customer acknowledges that the Third Party
afforded by law,have all of the rights and remedies of a secured creditor under the Personal Property Security Act Products may require or be bundled with or have installed thereon Class Software as disclosed by CSS.AN Class
of the jurisdiction in which the Third Party Products is situate or Article Nine of the Uniform Commercial Code.Upon Software and the use thereof by the Customer shall be governed by the Class Software License(Executable
payment in fug by Customer,CSS shag no longer have a security interest in the Third Party Products and the Code).All Third Party Third Party Products(software)shall be governed by the tems of such third parry suppliers
proceeds thereof. license and warranty obligations accompanying the delivery of the Third Parry Third Party Products.
2.4 Purchase Orders-The Customer may issue purchase orders by completing an additional cover 5• GENEB�
signature page which shall specify the quantities and price of the Third Party Products with the requested date of 5.1 IgD-This Agreement shell become effective upon execution by CSS and Customer and
shipment and place of delivery.The purchase order will not be effective until the date it is accepted in writing by shag terminate thirty(30)days after a parry gives the other party written notice of that party's material breach of this
CSS.Other than the above designated information any other toms and conditions on purchase order forms issued Agreement,unless the o0er parry has made commercially reasonable progress in curing the breech.
by the Customer shall not be deemed to be a pad of this Agreement and shall not be deemed to modify or
supplement this Agreement in any way,notwithstanding the fact that CSS may accept or otherwise approve such 52 Complete Agreement-This Agreement Including the Attachments hereto constitutes the complete
purchase orders.Changes to the delivery schedule of any purchase orders generated under this Agreement must
be made in writing ninety(90)days prior to the requested shipment date. and exclusive statement pertaining to the acquisition of Third Party Products by the Customer,and supersedes all
2.5 Purchase Comunitrtent-Customer agrees to purchase the minimum volume of Third Party oral or written proposals,prior agreements and other prior communication's between the parties,concerning the
Products as specified on the cover signature page('Minimum Volume').The Minimum Volume as specified is subject matter of this Agreement.In the event of a conflict between the tams of this head Agreement and the cover
required to establish the price and discounts attributable to the Third Parry Products and it is understood that the
Customer intends to purchase the minimum quantity of Third Party Products specified,within the calendar quarters signature page,any additional purchase orders or any attachments hereto,the toms of this head Agreement shall
as estimated on the cover signature page but in no event later than sic(6)months from the date of CSS's receipt of
the initial purchase order or as otherwise mutually agreed upon by the parties.CSS reserves the fight to prevail.
reasonably adjust the price schedule set forth on the cover signature page if Customer fails to meet the Minimum
Volume as set forth herein.The Customer will provide an estimate of any purchases in excess of the Minimum 5.3 Force Maieure-Dates or times by which either parry is required to perform under this Agreement
Volume to CSS on a semi-annual basis. excepting the payment of any fees or charges due hereunder shall be postponed automatically to the extent that
any party is prevented from meeting them by causes beyond its reasonable control.
2.6 Additional Third Party Products-Customer may purchase additional Third Party Products under
this Agreement by issuing addtiocal cover signature pages for quantities in addition to those set out on the cover 5.4 Notices-AN notices and requests in connection with this Agreement shall be given or made upon
signature page.The price for the additional Third Party Products will be at a price to be agreed upon by CSS and the respective padres in writing and shall be deemed given as of the third day following the day the notice is faxed,
the Customer.Any representations or warranties contained in this Agreement with respect to the Third Party providing hard copy acknowledgment of successful faxed notice transmission is retained.Notice may also be
Products,shall be applicable to the additional Third Parry Products.Customer acknowledges that CSS may deposited in the mails,postage pre-paid,certified or registered,and return receipt requested.:
discontinue the supply of such additional Third Party Products on three(3)months prior written notice to the
Customer,provided such discontinuance shall rat reduce CSS s obligations to supply the Minimum Volume or fill 5.5 Goveminc Law-This Agreement and performance hereunder shall be governed by the laws of the
any purchase order outstanding at such time of discontinuance. Province of British Columbia,Canada.
3. WARRANTY 5.6 Enforceability-If any provision of this Agreement shall be held to be invalid,legal or
3.1 Warren N-Third Party Products are warranted by the manufacturer thereof in accordance with the unenforceable under any applicable statute or rule of law,the validity,legality and enforceability of the remaining
warranty statement accompanying delivery of the Third Party Products.The Customer agrees that the Customer provisions shall in no way be affected or impaired thereby.
will rely solely on such Third Party Product warranty and the Customer shall make no claim against CSS on
account of any warranty,express or implied,which may apply to the Third Party Product.Notwithstanding the 5.7 Non-Asslonment-Customer may riot assign its rights,duties or obligations under this Agreement
forgoing,if Customer for any reason establishes any claim against CSS on account of a Third Party Product,CSS's except to a related,affiliated or associated company of the Customer or a successor to substantiay all of the
entire liability and Customers exclusive remedy for any Third Party Products shall be,at CSS's option,to repair or assets and undertaking of Customer,without the prior written consent of CSS,such consent rat to be unreasonably
provide an equivalent replacement or refund the purchase price of such Third Party Products which is returned withheld by CSS.
properly packaged with the duly authorized CSS return permit and returned prepaid to CSS's designated locale
during the Third Party warranty period. 5.6 Non-Waiver-The waiver or failure of either parry to exercise in any respect any right provided for
herein shall rat be deemed a waiver of any further right hereunder.
3.2 Warranty Exclusions-THE WARRANTY OFFERED BY THIRD PARTIES FOR THE THIRD
PARTY PRODUCTS,IF ANY,ARE IN LIEU OF ANY AND ALL WARRANTIES FROM CSS,WHETHER EXPRESS, 5.9 No Agency-The padres acknowledge that each is an independent contractor and nothing herein
IMPLIED OR STATUTORY,INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF constitutes a joint venture or partnership and neither parry has the right to bird nor act for the other as agent or in
MERCHANTABILITY,DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED any other capacity.
WARRANTY ARISING FROM COURSE OF PERFORMANCE,COURSE OF DEALING OR USAGE OF TRADE.
CSS shall have no obligation under Section 3.1 or otherwise under this Agreement for the following services,but tt 5.10 );gy -Al covenants,representatives,warranties and agreements of the parties contained
such services are available,such services may be provided by CSS at CSS's then applicable service terns upon herein shall be binding upon and shall enure to the benefit of the parties and their respective successors and
Customer's payment of CSS's then standard rates,material charges and travel expenses: permitted assigns.
(a) Repair of damage or increase in service lime caused by failure to continually provide a suitable
installation environment. 5.11 Survive1-Sections 3.2,3.3,4.1 and 42 shall survive the termination or expiration of this
(b) Repair of damage or increase in service time caused by the use of the Third Party Products for Agreement.
other than the purposes for which the Third Party Products were designed;or neglect or misuse. 5.12 In the event no funds or insufficient funds are appropriated by Customers governing body for any
(c) Repair of damage caused by accident or disaster,which includes,but is rat limited to fire,flood, payments due hereunder in respect of any future fiscal period of the Customer,Customer will notf fy CSS of such
submersion in liquid,wird,lightning,transportation subsequent to delivery,or force majeure. occurrence within 5 business days of becoming aware of such decision and thereafter this Agreement shall
(d) Inspection of altered Third Parry Products,repair of damage or increase in service time caused by terminate on the last day of the fiscal period for which sufficient funds were appropriated,without penalty or
alterations riot authorized by CSS,which alterations include,but are rat limited to,any deviation expense to the Customer of any kind whatsoever except for payments herein agreed upon for which funds have
from CSS's physical,mechanical or electrical specifications. been appropriated.Without limiting the foregoing,in no case will this provision be interpreted to require that CSS
(e) Service time and materials associated with the rearrangement or relocation of the Third Party refund to the Customer any amount already paid by the Customer.
Products.
5.13 References-Upon CSS's request,Customer agrees lobe identified by CSS as a user of the Third
3.3 Limitation of Liabil try-IN NO EVENT SHALL CSS BE LIABLE,WHETHER IN CONTRACT, Party Products in reasonable promotional activities regarding Third Party Products including but not finned to,
NEGLIGENCE,TORT,OR ON ANY OTHER BASIS FOR INDIRECT,INCIDENTAL,CONSEQUENTIAL OR customer references,industry articles,Third Party Products announcements,and other related activities.
City of Fort Worth, Texas
"affor AndCommunication
Commil
DATE REFERENCE NUMBER LOG NAME PAGE
7/17/01 **P-9417 1 0001-0225 1 of 3
SUBJECT LEASE/PURCHASE AGREEMENT FOR SOFTWARE, HARDWARE, TRAINING,
INSTALLATION AND MAINTENANCE FROM CLASS SOFTWARE SOLUTIONS, LTD.
AND IBM CREDIT CORPORATION FOR THE PARKS AND COMMUNITY SERVICES
DEPARTMENT
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the purchase of software, hardware, software annual support, systems installation
services, maintenance and user training from Class Software Solutions, Ltd. for the Parks and
Community Services Department using the State of Texas Catalogue purchasing procedures for an
estimated cost of$237,755; and
2. Authorize financing of the software licenses for 60 months and a portion of hardware associated
with the project for 36 months through IBM Credit Corporation for a cost of financing not to exceed
$17,491 and utilizing State of Texas Catalogue purchasing procedures; and
3. Authorize this software annual support and training agreement to begin October 1, 2001, and expire
September 30, 2002, with options to renew for four successive one-year periods.
DISCUSSION:
PROJECT SCOPE - The Parks and Community Services Department (PACS) will utilize this software
system for program and facilities management at its 17 community centers, Haws Athletic Center, and
parks reservations. The Class software system will provide the necessary software for program
registration, facility booking, membership and pass management (ID .cards), sport scheduling,
credit/debit card payment processing, report customization and program registration via the internet. In
addition, citizens will also be able to register for community center programs through an Interactive
Voice Response (IVR) System via telephone.
The hardware component of the project supports the membership and pass management function (ID
card color printers, digital camera and card scanning equipment) as well as the IVR System. Class
Software Solutions, Ltd. will provide turnkey installation services (including expenses), 30 days of onsite
user training, and technical support to include software upgrades and new releases.
The>::annual operating cost to the vendor is $25,448 for software maintenance and support, and the
e.. .. . ieddost for the Information Technology Solutions Department and the phone line provider is
.,� 2{x',994. .
'.FkANCING. - All the software licenses and most of the hardware for this project can be financed
tVugh•IBM Credit Corporation. The benefit of this is to reduce the up-front funding requirements
11110ce6sA4to implement the project. IBM Credit Corporation's rates are 5.79% for both the software
�arSkrdvyare, for a total additional cost to the project of$17,491. The non-financed total will be paid to
Glass S6tware Solutions, Ltd. upon delivery of the system.
City of Fort Worth, Texas
*lDavolr and Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
7/17/01 **P-9417 1 0001-0225 2 of 3
SUBJECT LEASE/PURCHASE AGREEMENT FOR SOFTWARE, HARDWARE, TRAINING,
INSTALLATION AND MAINTENANCE FROM CLASS SOFTWARE SOLUTIONS, LTD.
AND IBM CREDIT CORPORATION FOR THE PARKS AND COMMUNITY SERVICES
DEPARTMENT
The components and financing are outlined below:
Financed Non-Financed Total
Class software licenses for entire system $ 92,147 -0- $ 92,147
Hardware $ 64,410 $ 4,250 $ 68,660
Software annual support -0- $ 25,448 $ 25,448
System installation services -0- $ 14,000 $ 14,000
User training -0- 37,500 37,500
Sub-total $156,557 $ 81,198 $237,755
Financing Cost 17,491
Total Project Cost $255,246
The current year fiscal impact of the purchase will be $88,542, including the non-financed payment and
approximately two months of financed payments.
SELECTION/EVALUATION - As previously reported to the City Council, off-the-shelf software
programs are being purchased when market availability dictates cost effectiveness.
PACS evaluated RecTrac, Vermont System (RecWare), A. E. Klawitter, and Escom (Class Software
Solutions, Ltd.) facility management systems. It was determined that the features and functionality
provided in the Class system better met the functional needs of PACS.
PACS also contacted other municipal parks departments using facility management software, and
Class Software Solutions, Ltd. was the overwhelming choice of the departments surveyed.
STATE CATALOGUE - Class Software Solutions, Ltd. is designated as a Qualified Information System
Vendor by the State of Texas. Under Section 271.083 of the Texas Local Government Code, a local
government satisfies otherwise competitive bidding requirements when it makes a purchase through
the State of Texas General Service Commission Catalogue purchasing procedure established by
Section 2157.061 of the Texas Government Code. The City will comply with the procedure of the
purchase agreement authorized under this Mayor and Council Communication.
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the
Purchasing Division and approved by the M/WBE Office because the purchase of goods and services is
from sources where subcontracting or supplier opportunities are negligible.
RENEWAL OPTIONS - This agreement may be renewed for up to four successive one-year terms at
the City's option. This action does not require specific City Council approval, provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
City of Fort Worth, Texas
4vallor And Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
7/17/01 **P-9417 0001-0225 3 of 3
SUBJECT LEASE/PURCHASE AGREEMENT FOR SOFTWARE, HARDWARE, TRAINING,
INSTALLATION AND MAINTENANCE FROM CLASS SOFTWARE SOLUTIONS, LTD.
AND IBM CREDIT CORPORATION FOR THE PARKS AND COMMUNITY SERVICES
DEPARTMENT
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated,
of the General Fund.
CB:k
BQN/01-0225/JRC
Submitted for City Manager's FUND ACCOUNTI CENTER I AMOUNT CITY SECRETARY
Office by: (to)
(�
AD:RPROYE
Charles Boswell 8511 M 1�/ GNNCIL—
Originating Department Head: •' •» j..•
.� JUL 17 '7001 .
Jim Keyes 8517 (from)
GG01 537070 0801000 $160,807.00
Additional Information Contact: GG01 522500 0801000 $ 76,948.00 Clef Seert�.o
�ty�t►1''8&'I�ffle�
Robert Combs 8357