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HomeMy WebLinkAboutContract 52390 CITY SECRETARY CONTRACT NO.- 5aNU pipes Service Level Agreement & Software Subscription The purpose of this document is to define Service Level Agreement expectations and Software services and platform details provided by ITpipes (VENDOR) to City of Fort Worth's Transportation and Public Works Stormwater Management Division (CLIENT). Service Level Agreement Purpose: The purpose of this Service Level Agreement (SLA) is to define expectations for software support provided by Vendor to Client. Definitions: • "Availability" means,with respect to a particular Subscription,the periods when the Customer,which for the sole purpose of the SLA shall include Consultant of Customer,can access all material portions of such Subscription outside of(a) Scheduled Maintenance or Special Maintenance periods,or(b) any other periods in which Third Party Issues are present. Without limiting the generality of the foregoing,Vendor is not responsible for,and the Subscription is still considered Available, in the event of(a) inability of Customer to use the Subscription caused by Customer's service provider's failure to provide adequate computing facilities or equipment(hardware or software), internet connectivity; (b) inadequate training of Customer's personnel with respect to use of the Subscription or issues with password authorization that are not the responsibility of Vendor; (c) suspensions of Customer's Subscription as permitted under the SLA or Subscription Agreement; (d) Customer's breach of a term or condition of any Order Form or the SLA causing the unavailability; or(e) events of Force Majeure as defined in the Agreement. • Business Hours means 7 am to 5 pm (Mountain Time), Monday through Friday. • "Scheduled Maintenance" means a period during which Vendor performs maintenance activities of the Subscription, during which availability of all or part of the Subscription is suspended. Scheduled Maintenance includes,without limitation,database index rebuilding, hardware upgrades,software upgrades, and network upgrades,as applicable. • "Special Maintenance" means a period during which Vendor may suspend availability of the Subscription, in whole or in part, in order to address a Severity 1 Error. • "Severity 1 Error" means a security or other performance issue which may impact one or more client's use of or access to the Subscription and ultimately may impact the availability of the Subscription. Fees&Terms: SLA includes software service and support,with a maximum of 16 hours live telephone support per month, in minimum 15-minute increments,for the period as defined in the Order Form. Any other hardware,software and/or other products requested by CLIENT will be charged to CLIENT by VENDOR as specified in separately quoted fees and terms. Future SLAB may be subject to different fees and terms.The fee for annual support is shown on the Order Form. OFFICIAL RECORD CITY SECRETARY www.itpipes.com FT. WORTH,TX qDpipes­ AGREE ME includes software service and support for one year,with a maximum of 16 hours live telephone support per month, in minimum 15 minute increments,for the annual period as defined in the invoice. Any other hardware,software and/or other products requested by CLIENT will be charged to CLIENT byVENDORas specified in separately quoted fees and terms. Future AGREEMENTS maybe subject to different fees and terms. The fee for annual support is shown on the Addendum A. Software Support Services: VENDOR and CLIENT agree that VENDOR will provide telephone software support Monday through Friday, 7 am to 5 pm MT, by CLIENT calling(505)341.0109 or 877-itpipes. This includes support for software technical issues, access to download updates via the VENDOR website. Only CLIENT employees that have been through and received software training from VENDOR are able to call in for support using this AGREEMENT. CLIENT employees that are not trained from VENDOR will have a maximum of 2 calls available before the non-trained person will be referred back to CLIENT trained personnel for support and CLIENT will be notified in writing when/if this occurs. Optional Services: With this Software Service Level Agreement, CLIENT has the option to purchase or add-on services.These are included on Addendum A. Cancellation: Either party may cancel the SERVICE AGREEMENT by written notice to the other at the above addresses.The unused portion of the SERVICE AGREEMENT, if any,is non-refundable. Should the vendor cancel the SERVICE AGREEMENT,the unused portion, if any, is refundable upon request.Vendor and/or CLIENT shall provide a minimum of 60 days written notice priorto the effective date of cancellation. Effective Dates: Service Level Agreement(AGREEMENT) begins upon VENDOR's receipt of this AGREEMENT signed by CLIENT. This AGREEMENT will expire twelve months later.AGREEMENT does not automatically renew and is only renewed at CLIENT's option each year. www.itpipes.com pipes Software Subscription Agreement Purpose: This Agreement permits Client to receive and use VENDOR services and platforms that it makes available fora fee and sets forth the terms and conditions under which they will be delivered and paid for. This Agreement will govern Client's services on the Effective Date as well as any future orders placed by Client that reference this Agreement. Technology: Client may access and use the VENDOR platform and related software described on Attachment A for the term as described on Attachment A(the"Software Subscription Terms& Payment Schedule").Vendor retains all right,title, and interest in and to the Platform, including without limitation all software incorporated into or used by the Platform, and this Agreement does not grant Client any intellectual property rights in the Platform or any of its components. License: Vendor hereby grants Client a nonexclusive license to use the Licensed Product, provided: (a) Client may give no more concurrent users access to the Licensed Product than defined in Attachment A; (b) Client uses the license soley for the Client's internal business operations;and (c) Client complies with the other restrictions set forth in this agreement. Standard End User Restrictions: Copies of the Software created or transferred pursuant to this Agreement are licensed, not sold, and Client receives no title to or ownership of any copy or of the Software itself. Furthermore,Client receives no rights to the Software other than those specifically granted in this Agreement. Without limiting the generality of the foregoing, Client shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform,or sublicense the Software; (b) use the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software; or(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software's source code. Data: Client does own their data and can export or download that data at any time into a Microsoft Access ODBC database. This includes any data files such as database, related media files, related PDF reports,etc. Cloud Services: Subscriptions.Vendor retains all right,title, and interest in and to the System, including without limitation all computers,other hardware,and software incorporated into or used by the System,and this Agreement does not grant Client any intellectual property rights in the System or any of its components. Warranty: www.itpipes.com Opipes Vendor represents and warrants that, during the subscription period,the Platform will perform materially according to its documentation issued by Vendor.This warranty does not apply if the Subscription is not administered by Client in accordance with this Agreement or any applicable instructions and training provided by Vendor. If the Subscription fails to operate as warranted in this Section and Client notifies Vendor in writing of the nature of the non-conformance ("Notice"),Vendor will use commercially reasonable efforts to promptly repair or replace the non-conforming Subscription without charge. If, after a reasonable opportunity to cure,Vendor does not remedy the non-conformance, Client may no later than sixty (60) days after giving the Notice,terminate the Subscription portion and receive a refund of the prepaid Subscription fees for the period following the date of Notice.The foregoing provides Client's sole remedy for breach of the exclusive warranty. Independent Contractor: Vendor is an independent contractor and nothing in this Agreement will be deemed to make Vendor an agent, employee, partner orjoint venture of Client. Vendor will have no authority to bind, commit, or otherwise obligate Client in any manner whatsoever. Liability: Liability Cap. In no event will Vendor,Vendor's Licensors or Consultants be liable under any theory of liability,for damages which, in the aggregate,exceed the amount of fees paid by Client for the subscription and services giving rise to such damages in the one (1)year period prior to the claim. Disclaimer of Damages: In no event will Vendor,Vendor's licensors or consultants be liable for any special, incidental, indirect, exemplary, punitive, or consequential damages including, but not limited to, business interruption or lost profits even if notified of the possibility of such damage, and notwithstanding the failure of essential purpose of any remedy. Force Majeure: Except for Client's payment Vendor, neither party will be liable to the other party for any delay or failure of Vendor to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of such other party. Such causes include, but are not limited to, acts of God,floods,fires, loss of electricity or other utilities,or delays by Client in providing required resources or support or performing any other requirements hereunder. Severability and Reformation: Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal,such provision will be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. www.itpipes.com pipes Assignment: In the event of Client's acquisition of,or merger with,a third party Client may continue to use the Vendor Technology and the obligations and rights of Client under this Agreement will apply to,and maybe exercised only in connection with,the operations of Client as they existed on the date prior to the acquisition or merger. Client may not otherwise assign this Agreement or otherwise transfer any rights hereunder whether by operation of law, change of control, or in any other manner,without the prior written consent of Vendor.Any assignment or transfer in violation of this Section will be null and void. Dispute Resolution: Any dispute between the parties arising out of this Agreement will be first submitted to senior management of both parties for a good faith attempt at amicable resolution. If the parties cannot settle the dispute within thirty (30) days after such meeting of senior management,the dispute will be mediated in confidential mediation proceedings by a mutually acceptable mediator to be chosen by Vendor within thirty(30) days after written notice by either party demanding mediation. Vendor and Client will equally share costs of the mediation. The use of any of the above-mentioned procedures will not be construed under the doctrines of[aches,waiver,or estoppel to affect the rights of either party adversely. Nothing in this Section will prevent Vendor from collecting fees due under Section 3, nor will it prevent either party from resorting to judicial proceedings, if(a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; (b)the claim or dispute involves intellectual property rights;or(c) interim relief from a court is necessary to prevent serious and irreparable injury to that party or to others. Entire Agreement. This Agreement,with Attachment A,contains the entire agreement of the parties on the subject matter hereof,and may be amended only by execution of an additional written and signed agreement. Client Name: C/ OF TORT 4,00kt/4 Vendor: Infrastructure Technologies, LLC. Printed Name: Susan Alanis Printed Name: Cori J. Criss Contact Title: Assistant City Manager Contact Title: President Signature: Signature: Date Signed: Date Signed: May 9,2019 Dated Effective: &/,/� FOFFICIAL RECORD www.itpipes.com ECRETARY FT. WORTH,TX pipes Attachment A: Software Subscription Terms & Payment Schedule Term: This is a 5 year minimum commitment. Payment: Client shall pay Vendor the following total amount$25,500 for use of the platform. Client shall pay the following amounts,each due prior to the date listed in the Software Subscription Software Licensing Included: • ITpipes Web,3 user license • ITpipes Cloud, up to 3 tb (ITpipes cloud hosting of CFW DPW SWMD Storm mainline inspection data) • ITpipes Sync,Advanced (ITpipes sync with advanced features such as folder syncing,which CFW DPW SWMD uses for contractor data import.) Software Subscription Term&Payment Schedule: Due Date PaymentAmount' Term 'Payment is divided into two installments per annum. June 30,2019 $5,100 July 1,2019 to June 30,2020 June 30,2020 $5,100 July 1,2020 to June 30,2021 June 30,2021 $5,100 July 1,2021 to June 30,2022 June 30,2022 $5,100 July 1,2022 to June 30,2023 June 30,2023 $5,100 July 1,2023 to June 30,2024 Optional Services:With this Software Service Level Agreement, CLIENT has the option to purchase or add-on services. • Technical Support services, cost per 4 hour block: $600 per four hour block to be used in minimum one hour increments. • Project Management or Advanced Consulting Services, cost per 4 hour block: $750 per four hour block, to be used in minimum one hour increments • On-site Consulting Services, cost per day: $1,500 per day with advance scheduling/flexibility required, 2 days minimum and travel costs may be associated if under 3 days minimum. Client shall pay Vendor for additional products or services purchased outside the quote. -The End- www.itpipes.com IT Pipes Services Level Agreement and Software Subscription Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Steve Streiffert o� Assistant Director,IT Solutions Department U A by�. �. � TE)G--1 a' y er, City Secretary John B. StWn s8WWt City Attorney OFFICIAL RECUR® CITY SECRETARY FT.WORTH,TX