HomeMy WebLinkAboutContract 37783 (2)CITY SECRETARYNTRACT NO. '
SMART Software License Agreement Amendment
The following amendment is agreed to and incorporated by the parties into the SMART
Software License Agreement (Agreement) simultaneously executed by the parties and
attached hereto:
1. The last sentence of Section 3.1 is amended in its entirety to state as follows:
Support will not include services requested which are reasonably determined by
Syclo to have been the result of accident or misuse or any alteration, modification
or addition to the SMART Software other than by Syclo, and, in such cases, Syclo
shall charge Customer upon prior written approval by Customer, on a time and
materials basis in accordance with Syclo's current standard rates.
2. Section 7.2 of the Agreement is modified in its entirety to state as follows:
Customer agrees the Software contains proprietary information, including trade
secrets, know-how and confidential information that are the exclusive property of
Syclo. During the period this Agreement is in effect and at all times after its
termination, Customer and its employees and agents shall maintain the
confidentiality of this information and not sell, license, publish, display,
distribute, disclose or other wise make available this information to any third
party to use such information to the extent permitted by law except as authorized
by this Agreement.
3. Section 9.3 of this agreement is modified in its entirety to state as follows; No
action by Customer arising out of any breach or claimed breach of this Agreement
may be brought more than four (4) years after Customer knew or reasonable
should have known of the breach or claimed breach.
4. The first paragraph of Section 10 of the Agreement is modified in its entirety to
state as follows: Syclo shall, at its expense, indemnify, defend, and hold
Customer harmless from and against any legal claim or proceeding that an
unaltered copy of the Software infringes a United States patent, copyright, trade
secret, or other proprietary right of any third party, provided that Customer has
given written notice of any claim, action, or allegation of infringement to Syclo
within thirty (30) days after Customer first receives written notice thereof. An
unaltered copy is a copy of the Software that has not been altered in any way
other than as authorized directly in writing by Syclo as part of Syclo's installation
or support and maintenance of the Software. Syclo will have exclusive right to
defend any such claim, action, or allegation and make settlements thereof at its
own discretion and Syclo will not be responsible or indemnify Customer for any
settlement or compromise made without Syclo's prior written consent. Customer
shall give such assistance and information as Syclo may reasonably require to
settle or oppose such claims. If any such infringement occurs or may occur, Syclo
may, at its sole option and expense.
Fort Worth SMART Software License Agreement Amendment 10-6-08
5. Section 14 of the Agreement is modified in its entirety to state as follows: This
Agreement is the complete and exclusive statement of the Agreement between the
parties. It supersedes any proposal or prior agreement, oral or written, and any
other communications between the parties relating to the subject matter of this
Agreement. The Software licensed under this Agreement does not include any
licensed access to the enterprise system with which it is intended to interface and
such licensed access is the sole responsibility of Customer. U.S. Export
Restrictions: Customer acknowledges that the Product(s) and all related technical
information, documents and materials are subject to export controls under the
U.S. Export Administration Regulations. Customer will (i) comply strictly with
all legal requirements established under these controls, and (ii) cooperate fully
with Company in any official or unofficial audit or inspection that relates to these
controls, and (iii) not export or re-export any Product(s) without the appropriate
United States and foreign governmental licenses or approval. Customer agrees to
comply with all applicable laws, rules, regulations, and policies of any legal
authority throughout the Territory. This Agreement will be governed by the laws
of the state of Texas. This Agreement may not be amended except by written
agreement of the parties. No agent, employee, or representative of Syclo except
for an authorized officer of Syclo has any authority to bind Syclo to any
affirmation, representation or warranty. If any provision of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, or unenforceable,
the remainder of this Agreement shall remain in full force and effect.
Signed by the parties this �r day of dC � ��t 1 , 2008.
Syclo, LLC
By �t
Name liia r�'( S C �lis 5 t�
Title V (- Vt'?
Customer —Fort Worth Water
Name Fernando Costa
Assistant City anager
Title
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Fort Worth SMART Software License Agreement Amendment 10-6-08
OFFICIAL RECORD
CITY SECRETARY
T. WORTH, TX
Page 1 of 2
• i - • y
DATE: Tuesday, September 30, 2008
LOG NAME: 60SYCL0 REFERENCE NO.: **C-23094
SUBJECT:
Authorize a Sole Source Maintenance Agreement with IBM, Inc., for Syclo SMART Software
Licenses and Maintenance Support for the Water Department for a Cost Not to Exceed $96,280.00
RECOMMENDATION:
It is recommended that the City Council authorize a sole source maintenance agreement with IBM, Inc., for
Syclo SMART software licenses and maintenance support for the Water Department for a cost not to
exceed the amount of $96,280.00.
DISCUSSION:
The Water Department will use this agreement to purchase 40 Syclo SMART software licenses and one
year maintenance support to expand the deployment of the Computerized Maintenance Management
System (CMMS) Maximo into the Department's mobile environment. SMART Software is used by field staff
to view and complete Maximo work orders electronically, using a simple step-by-step process that captures
all required information.
In September 2007, the Water Department initiated a pilot project to evaluate deploying Maximo into the
mobile environment to improve timely access to work order detail, eliminate error prone paperwork, and
increase productivity by capturing data quickly and accurately at the point of work performance. Twelve
mobile crews were deployed in Field Operations for a six month period while both business and technical
analysts evaluated the results obtained versus a set of success criteria. The results of the pilot found that
the technologies utilized and the business process changes deployed remained flexible enough to serve the
diverse needs of the mobile workforce and agile enough to meet new business challenges in the future,
eliminating error prone paperwork and the resultant review backlog, and reducing work crew wait time for
dispatcher assistance. Moving from a pilot project to a full implementation of Mobile Maximo will gain
greater efficiencies for the Department.
IBM, Inc., is the documented sole source maintenance provider for the Syclo SMART Software. The
technical support is necessary to keep existing software functioning properly and for making programming
enhancements to the system.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 10/14/2008
Page 2 of 2
budgets, as appropriated, of the Water and Sewer Fund.
1"O Fund/Account/Centers
Originating Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
PE45 539120 0707012
Fernando Costa (8476)
S. Frank Crumb (8207)
S. Frank Crumb (8207)
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http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 10/14/2008