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CITY SECRETARY
CONTRACTNO.
CATERPILLAR SOFTWARE LICENSE AGREEMENT
This is an agreement by and between CATERPILLAR INC. (hereinafter referred to as
"CATERPILLAR") and City of Fort Worth (hereinafter referred to as "LICENSEE").
Caterpillar has obtained rights in certain computer programs and associated materials
(hereinafter the "PROGRAM") identified in Exhibit A, and LICENSEE desires a nonexclusive
license to use the PROGRAM(hereinafter the "LICENSE"). The parties agree that the
following terms shall control LICENSEE's use of the PROGRAM.
SCOPE
CATERPILLAR agrees to provide LICENSEE with one or more copies of the PROGRAM
and associated documentation,as set forth in Exhibit A. LICENSEE agrees to assume complete
responsibility for selection of the PROGRAM to achieve LICENSF.E's desired results, and for
the installation, use and actual results obtained from the PROGRAM.
LICENSE
LICENSEE may:
Use the PROGRAM for the purpose for which it is provided on any computer that is
under LICENSEE's exclusive control, but only at the site(s) identified in Exhibit A and
only within the North American continent(hereinafter the"SITE"; and
Copy the PROGRAM as required to exercise the foregoing LICENSE. LICENSEE
agrees to reproduce and include all copyright notices and proprietary statements included
on or with the PROGRAM on any such copy or portion thereof.
LICENSEE MAY NOT USE,COPY, MODIFY,TRANSLATE, TRANSFER OR ASSIGN
THE PROGRAM, OR ANY COPY THEREOF,IN WHOLE Olt IN PART, EXCEPT AS
EXPRESSLY PROVIDED FOR BY THIS LICENSE.
IF LICENSEE TRANSFERS POSSESSION OF ANY COPY Olt PORTION OF THE
PROGRAM TO ANY THIRD PARTY,LICENSEE'S LICENSE, HEREUNDER IS
AUTOMATICALLY TERMINATED.
PRICE
In consideration of the LICENSE granted hereunder, LICENSEE agrees to pay
CATERPILLAR the associated license fee(s)set forth in Exhibit A (hereinafter the'FEE") and
to be bound by the terms hereof.
TERM
This agreement and any LICENSE granted hereunder shall become -ffective upon payment by
LICENSEE of the associated FEE set forth in Exhibit A, and shall remain effective until
terminated. LICENSEE may terminate this agreement or any License granted hereunder at any
RECEIVED OFFICIAL RECORD
1�A� 13 2019 CITY SECRETARY
CIpYSO TWARTM FT. WORTH,TX
time by destroying the associated PROGRAM together with all copies or portions thereof
existing in any form, and nctifying CATERPILLAR in writing of such destruction and intent to
terminate. CATERPILLAR may terminate this Agreement and/or any LICENSE granted
hereunder at any time with or without cause upon thirty (30) days written notice to LICENSEE.
All LICENSES granted hereunder will also terminate automatically if LICENSEE fails to
comply with any term or co!zdition of this Agreement. LICENSEE agrees, upon termination, to
immediately cease use of and to destroy the affected PROGRAM together with all copies and
portions thereof existing in any form.
Termination of this Agreement and/or any LICENSE granted hereunder shall not affect
LICENSEE's ongoing obligations under this Agreement.
LIMITED WARRANTY
THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESSED OR IMPLIED,INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE
PROGRAM IS WITH LICIENSEE.
CATERPILLAR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
PROGRAM WILL MEET LICENSEE'S REQUIREMENTS OR THAT OPERATION OF THE
PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.
However, CATERPILLAR.warrants the media on which the PROGRAM is furnished to be
free from defects in materials and workmanship under normal use for a period of ninety (90)
days from the date of delivery to LICENSEE.
LIMITATION OF REMEDIES
CATERPILLAR's entire liability and LICENSEE's exclusive remedy arising out of this
Agreement shall be:
Replacement of any media not meeting CATERPILLAR's "Limited Warranty",which is
returned to CATERPILLAR; or
If CATERPILLAR is unable to deliver replacement media which is free of defects in
materials and workmanship,LICENSEE may terminate this Agreement by returning the
PROGRAM to CATERPILLAR and LICENSEE's associated FEE will be refunded.
IN NO EVENT WILL CATERPILLAR BE LIABLE TO LICENSEE FOR DAMAGES,
INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER DIRECT, INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE
OF OR INABILITY TO UISE THE PROGRAM,EVEN IF CATERPILLAR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,OR FOR ANY CLAIM BY ANY
OTHER PARTY,
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CONFIDENTIALITY
LICENSEE agrees to hold in confidence and not disclose to third parties the PROGRAM and
any other confidential or proprietary information received from CATERPILLAR(hereinafter
the 'CONFIDENTIAL INFORMATION"), for a period of ten (I0)years after the
CONFIDENTIAL INFORMATION and all copies and portions thereof is destroyed or returned
to CATERPILLAR, using LICENSEE's best reasonable efforts as the standard of care in
protecting the CONFIDENTIAL INFORMATION.
EXPORT RESTRICTIONS
By LICENSEE's signature below,LICENSEE hereby assures CATERPILLAR that
LICENSEE does not intend to and will not knowingly,without the prior written consent, if
required,of the Office of Export Administration of the United States Department of Commerce,
Washington, D.C. 202030, transmit or ship,directly or indirectly, the PROGRAM or any copy
or part thereof or information relating thereto, to Afghanistan or to th,-People's Republic of
China or to any Group Q, S, W, Y or Z designated country as specifse.d in Supplements to
Section 370 of the Export Administration Regulations issued by the U.S. Department of
Commerce (or as amended).
GENERAL
LICENSE may not sublicense, assign or transfer this Agreement, am, LICENSE granted
hereunder, or the PROGRAM or any copy or portion thereof. Any attempt to sublicense,
assign or transfer any of the rights,duties or obligations hereunder is void.
LICENSEE warrants that LICENSEE has the full right to enter into and execute this
Agreement and to undertake the obligations set forth herein.
This Agreement shall be governed by the laws of the State of Illinois, United States of America.
BY IT SIGNATURE HEREUNDER LICENSEE ACKNOWLEDGES THAT LICENSEE
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGR:---ES TO BE BOUND BY
ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT THIS IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE
PARTIES WHICH SUPERSEDES ANY PROPOSAL OR PRIOR A,3REEMENT, ORAL OR
WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
LICENSEE:
By Brent Schlapkohl
Title Service Technology Coordinator
03/08/2019
Date
3
EXHIBIT A
PROGRAMS LICENSED: Electronic Technician
RESPECTIVE SITE: ISchool Name&Address
City of Fort worth
Denise Garcia
Contract Services Administrator
RESPECTIVE FEE: N/C� Holt pricing guide
4
ADDENDUM TO CATERPILLAR SOFTWARE LICENSE AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
HOLT CAT
This Addendum to Caterpillar Software License Agreement ("Addendum") is entered into
by and between 1-101-T CAT, ("Seller") and the City of Fort Wcrth ("City"), collectively the
"parties-., for a purchase of licenses.
The Contract documents shall include the following:
l. The Caterpillar Software License Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attaches Caterpillar Software License.
Agreement (the "Agreement'), the Parties hereby stipulate by evidence of execution of this
Addendum below by a representative of each party duly authorized'co bind the patties hereto.that
the parties hereby agree that the provisions in this Addendum bel,iw shall be applicable to the
Agreement as follows:
1. Term. This Agreement shall begin on April 16, 2011) ("Effective Date") and shall
expire on April 15, 2020 ("Expiration Date"), unless terminated e,rrlier in accordance with this
Agreement ("Initial Term"). Upon the expiration of the Initial Term. at. the City's sole discretion
the Agreement may be renewed under the same terms and conditions for up to four (4) one-year
renewal periods.
2. Termination.
a. Convenience. Either City or Seller may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach. If either party commits a material brew ch of the Agrccmcnt,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10)calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time. the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments d le hereunder, City will notify
Seller of such occurrence and the A<vreement shall terminat,, on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
Addend=to Software License Agreement Pa,ye ! of 5
any kind whatsoever; except as to the portions of the payments herein agrees{ upon for
which funds have bec;n appropriated.
d. DLltie` and Obli( ations of the. Patties. Irl the event that the Agreement is
terminated prior to the Expiration Date.City shall pay Seller for services actually rendered
LIP to the effective elate of termination and Seller shall continue to provide City vvlth
services requested b) City and in accordance with the Agreement up to the effective date
of termination. Upor termination of the Agreement for any reason. Seller shall provide
City with copies of all completed or partially completed documents prepared under the
Agreement. In the event Seller has received access to City information or data as a
requirement to perfor rr services hereunder, Seller shall return all City provided data to City
in a machine readabl(r format or other format deemed acceptable to City.
3. Attorneys' frees. Penalties. and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in an; amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue.The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of compete u jurisdiction in Tarrant County,Texas.To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and all'/ such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Insurance. Th(, City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled '`SeIP-insurance by
Governmental Units,'- is self insured and therefore is not required to purchase insurance. To the
extent the Agreement require; City to purchase insurance, City objects to any such provision,the
parties agree that any such requirement shall be null and void and .is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Seller.
6. Sovereign Iminunit . Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liabilitv and Indemnity. To the extent the .Agreement, in any way,
limits the liability of Seller or requires City to indemnity or hold Seller or any third party harmless
from damages of any kind or :haracter, City objects to these terrrps and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
8. No Debt. In compliance with Article l 1 § 5 of the "[exas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
Addendum to Software License Agieement Page 2 of 5
If such funds are not appropriated or become unavailable.City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
9. Confidential Information. City is a government entity under the laws of the State
of"Texas and all documents held or maintained by City are suhiect to disclosure uncles the Texas
Public Information Act. To the extent the Agreement requires t)at City maintain records in
violation of the Act. City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility
of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Att',n•ney General of the State of
Texas or by a court of competent jurisdiction.
10. Addendum Controlling. If any provisions ofthe attar tied Agreement,.conflict \,,,ith
the terms herein, are prohibited by applicable law. conflict with any applicable .rule; regulation or
ordinance of City, the terms in this Addendum shall control.
H. Immigration Nationality Act. City actively supports tine Immigration &Nationality
Act(INA) which includes provisions addressing employment eligibility,employment verification,
and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees
who perform work under the Agreement. Seller shall complete the Employment Eligibility
Verification Form(1-9). maintain photocopies of all supporting employment eligibility and identity
documentation for all employees. and upon request, provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under the Agreement.
Seller shall establish appropriate procedures and controls so that no services will be performed by
any employee who is not legally eligible to perform such services. Seller shall provide City with a
certification letter that it has complied with the verification requirements required by the
Agreement. Seller shall indemnify City from any penalties or liabi ities due to violations of this
provision. City shall have the right to immediately terminate the A€reement for violations of this
provision by Seller.
12. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270
of the Texas Government Code. City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it.
(I) does not boycott Israel; and (2) will not boycott Israel during the terrn of the contract. The
terms"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. Lay signing this Acldencrrurrr. Seller certifies that Seller's
signalure p7-ovicles ivrrtten vertfrcatron to City that does not boycott bowel; a19<,l(.2) will
not lxoycott Israel clurin,^the term of the Agreement.
13. Right to Audit. Seller agrees that City shall, until the expiration of three (3) years
after final payment tinder the Agreement, have access to and the tight to examine any directly
pertinent books, documents, papers and records of Seller involving transactions relating to the
Agreement.. Seller agrees that City shall have access during normal v:orking hours to all necessary
Seller facilities and shall be provided adequate and appropriate workspace in order to conduct
Addendum to Softykare License Agreement Pa<,e 3 of 5
audits in compliance with the provisions of this section. City shall give Seller reasonable advance
notice of intended audits.
(Signature page follrn'rs)
Addendum to Soffi are License Ag•eement Page 4 of 5
Executed this the day of 201,X!
CITY:
City of Fort Worth Contract Complimice Manager:
By signing I acknov tiedge that I am the person
responsible for the monitoring and administration
�, of this contract ding et 'ng all
By: --� - perfrm e and report g r qu meats.
Name: Jesus J. Chapa
Title: Assistant City Manager
Date: --- —�--F —f----- By:
NailhUr
Approval Recommended: Title: Sr. Administrative Services Manager
Approved as to Form and Legality:
By:
Nam4. >er en bles
Title: Acting Pro et�yUMaBement Director By:
Name: Joh B. S mg
Attest: Title: Assistant City At rney
Contract Authoria:ition:
M&C: N A
By:
Name, Mar Kayser
Title: City Secretary QF F
SELLER: 1.
IiULT CAT AS {
Name: Brent Schlapkohl
Title: Service Technology Coordinator
Date: 04/12/2019
Addendum to Software lJcense Agreement OFFICIATURECMD
CITY SECRETARY
FT WORTH,TX