HomeMy WebLinkAboutContract 58868CAP SySTEMSI 1
INIIRPRISI CHIN] UAIA AIANAGEMEN'i S(/M11(- INC
16 Market Street, Suite 204
Ipswich, MA 01938
Office: (781) 341-5440
Fax: (781) 341-5441
CONTRACT FOR LICENSED PROGRAM SOFTWARE SUPPORT
by and between
CAP Systems, Inc. TM
and
City of Fort Worth
This is an agreement dated January 18, 2023, between CAP Systems, Inc., with offices located at 16 Market
Street, Suite 204, Ipswich, Massachusetts 01938 (hereinafter referred to as CAPS) and The City of Fort Worth,
200 Texas St. Fort Worth TX. 76102 (hereinafter referred to as COFW).
In consideration of the mutual promises contained herein, CAPS and COFW agree as follows:
Definitions
Class I Licensed Programs
The software, including all documentation and electronic media, developed by CAP Systems, Inc.
provided hereunder, which are called the CAPTAIN° Case Management and the Public Intake Portal
Solutions. The Case Management programs such as CEAP, CSBG, VHWAP Weatherization.
Scope of Services
CAPS agrees to perform satisfactorily the following Scope of Services. CAPS understands that the
services described are essential to the performance by COFW and that time and accuracy are of the
essence.
A. Online and Telephone Support
CAPS will provide unlimited use of COFW's online and telephone support to receive technical
assistance and/or general consultation with regard to software COFW has licensed from CAPS
and for which COFW has elected to receive Maintenance and Support (the "Covered
Software").
B. Updates
As they become available, CAPS will provide new versions, updates, and/or enhancements to
current versions of the Covered Software under the maintenance agreement at no cost. As they
become available, CAPS will provide updates and enhancements to existing documentation.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
C. Defects
CAPS will take all reasonable steps to correct defects in the Covered Software that have a
materially detrimental effect on the performance of the Covered Software.
D. Data Loss
CAPS will take all reasonable steps to have data anomalies repaired and data loss in the
Covered Software directly attributable to programming minimized.
E. Major Software Changes
Major changes to software made at the specific request of COFW having limited use by other
customers and the cost will be negotiated outside of this agreement.
Class I Software Support
This agreement shall commence upon signing for an initial period of one year and will thereafter be
renewed annually unless written notice to terminate is given 60 days in advance by either party.
Customer Care hours are 8:00am — 5:00pm EST. For any issues regarding downtime or a situation
where COFW cannot access or run the software our team will be available to troubleshoot between
8:00am (EST) and 5:00pm (HST).
4. Charges for Services
A. Class I License Payment— CAPTAIN° Case Management System
COFW shall pay CAPS a onetime Class I License fee of $5,000.00 for the CAPTAIN° Case
Management System License to be installed and setup on CAPS's cloud server.
Proiect Development and System Build
This service will assign a project manager to facilitate a workplan, system design, and system
build to reflect the COFW-specific programs, services, and ROMA outcome indicators. All the
details of the workplan will be designed into the CAPTAIN° System Administration Module. The
fee for project development and system build services is $2,000.00.
B. Class I License Payment— Public Intake Portal
COFW shall pay CAPS a onetime Class 1 License Fee of $5,000.00 for the CAPTAIN Public Intake
Portal.
C. CAPTAIN' Support and Maintenance — Case Management and Public Intake Portal
COFW shall pay CAPS a monthly maintenance and support fee of $10,800.00 for Case
Management for up to 70 concurrent users.
D. Training
COFW shall pay CAPS for 20 hours of training over the web at $100.00/hour = $2,000.00.
CAP Systems, Inc. TM
E. Custom Programming
COFW shall pay CAPS for any proposed development at a rate of $90.00/hour. CAPS will
provide a proposal for any custom programming when requested by COFW.
Other Costs to Consider:
Microsoft Sequel Server SQL server 2014 standard edition from techsoup.org — LVS-47430 $67.00
Contract Changes
This agreement may be modified or altered by the parties, provided however, that such notifications of
alterations are evidenced in writing at least 30 days in advance and signed by all parties.
Confidentiality
A. Client Confidential Information
To the extent permitted by law, CAPS will treat as confidential information that is furnished to
CAPS under this agreement which relates to the business of COFW and its clients. CAPS will not,
without first obtaining COFW's prior written consent, disclose such information to any person,
firm, or enterprise other than to CAPS's employees, its council, and accountants. CAPS agrees to
take reasonable steps to preserve the confidentiality thereof, including instructing CAPS
employees and agents regarding CAPS's obligations there under.
B. CAPS Confidential Information
The Licensed Program, including any and all parts thereof, and the manuals, the information,
and documentation pertaining thereto, and the methodology and techniques involved in the
services provided hereunder are commercially valuable proprietary information of CAPS or
others, and are confidential information and secrets disclosed to COFW on a confidential basis
under this agreement. COFW shall not, without first obtaining CAPS's written consent, disclose
any CAPS Confidential Information. COFW shall take all reasonable steps to protect the
confidentiality thereof, including instructing its employees and agents of COFW's obligations
hereunder. COFW shall not use the Licensed Program to provide services to third parties
without the express written consent of CAPS.
7. Licensed Programs
CAP Systems, Inc. TM 3
Software License
CAPS hereby grants to COFW, and COFW hereby accepts, subject to the terms and conditions set forth
in this agreement, a personal, nonexclusive, and non -transferable Class 1 License. Such license shall
continue until COFW discontinues use of the Licensed Programs. All work product that is the result of
the software such as files, tapes, disks, reports, and the data contained is to remain the sole property
of COFW.
8. Title
CAPS shall at all times retain ownership and title to the Class I Licensed Programs. In the event that
CAPS ceases operations due to dissolution, liquidation, or bankruptcy, and there is no successor, the
ownership of the Class I Licensed Programs shall pass to COFW and equally with the other customers of
CAPS.
9. Assignment or Transfer
COFW shall not sell, lease, assign, transfer, the Class I Licensed Programs, or any part thereof, without
the prior written approval of CAPS. COFW shall not assign or otherwise transfer this Agreement or any
of its rights or obligations hereunder, without the express written consent of CAPS.
10. Software Modifications
Any modifications that COFW makes to the Software, including any modifications to any third -party
licensed software included with, or embedded in, will render any Maintenance or Warranty obligations
contained in this Agreement null and void. CAPS will not be liable, in any respect, for any such
modifications or any errors, losses, or damage resulting from such modifications. CAPS has no other
responsibilities with respect to maintenance other than those specified in this Section and will not be
responsible for maintaining other than the most current, unaltered release of the Software.
11. Disclaimer of Warranties• Limitation of Liability
A. No Warranties
CAPS does not and cannot warrant the performance or results obtained by you in using the
software that the software will meet your requirements, or that the operations of the software
will be uninterrupted or error -free. The software is licensed "as is" and the maintenance
services provided hereunder shall be performed in a workman -like manner. CAPS expressly
disclaims any and all other warranties with respect to the software and services, either express
or implied, including but not limited to the implied warranties of merchantability and fitness for
a particular purpose.
B. Limitation of Liability
CAP Systems, Inc. TM 4
In no event will CAPS be liable for any loss of profits, loss of use, business interruption, loss of
data, cost of indirect, special, incidental or consequential damages arising out of the delivery of
maintenance services or any delay in delivery of the maintenance services. CAPS's maximum
aggregate liability (whether in contract or in tort or under any other form of liability) for
damages or loss, howsoever arising or caused, shall in no event exceed the amount paid for the
relevant services giving rise to the liability. CAPS uses Zendesk as our support software. COFW
understands and consents to CAPS utilizing Zendesk as their customer support software when
communicating with agency.
12. General
A. Delivery of any software maintenance service by CAPS is subject to conditions beyond the
control of CAPS or its agents, including but not limited to, Acts of God, acts of any public enemy,
fire, flood, epidemic or quarantine restrictions, strikes, riots or civil commotion, freight or other
embargoes, weather conditions or any failures by CAPS subcontractors or suppliers.
B. If COFW chooses not to install the latest version of the covered software, CAPS reserves the
right to limit the scope of the maintenance services provided.
13. Governing Law; Entire Agreement
This Agreement is made and entered into in the State of Massachusetts and shall in all respects be
interpreted, enforced, and governed under the internal laws of the State of Massachusetts.
14. Dispute Resolution
In the event of any disagreement or dispute concerning this Agreement, the parties shall meet to
discuss and endeavor to resolve such dispute in an amicable manner. Should such efforts not succeed
after at least 45 days from the first such meeting, either party may refer such dispute to binding
arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") for
hearing and resolution by a single arbitrator, to be agreed upon by both parties, experienced in
computer software and equipment performance and contracting issues. Each party shall bear its own
costs and expenses in such arbitration and the fees and expenses of the AAA shall be borne equally by
the parties. The decision of the arbitrator will be final and may be enforced and governed in any court
of competent jurisdiction.
CAP Systems, Inc. TM 5
In Witness Whereof, the parties have executed and delivered this Agreement as a sealed instrument by their
duly authorized officers effective on the first date written above.
CAP Systems, Inc.
B
y:—E2 �c
Typed Name: Brian Cayer
Title: President & CEO
Date: a / /12-,)23
City of Fort Worth
By:
Fernando Costa
Typed Name:
Assistant City Manager
Title:
Date: Feb 9, 2023
CAP Systems, Inc.- 6
ADDENDUM TO AGREEMENT LETTER
BETWEEN
THE CITY OF FORT WORTH
AND
CAP SYSTEMS, INC.
This Addendum to the Agreement Letter ("Addendum") is entered into by and between
CAP Systems, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "Parties." The
terms and provisions of the Addendum shall control to the extent there is a conflict between the
terms and conditions of this Addendum and the terms and conditions of the Agreement Letter.
The Contract documents shall include the following:
1. The Agreement Letter; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Agreement Letter (hereinafter
the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below
by a representative of each party duly authorized to bind the parties hereto, that the parties hereby
agree that the provisions in this Addendum below shall be applicable to the Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City (the "Effective Date") and shall expire thirteen (13)
months after the Effective Date (the Expiration Date"), unless terminated earlier in accordance
with the provisions of the Agreement or otherwise extended by the parties.
2. Compensation.
Total compensation under the Agreement will not exceed Twenty -Four
Thousand Eight Hundred Dollars ($24,800.00), the total of the one-time charges payable
in sections A, B, and C of paragraph 4, i.e. "Charges for Services." City will pay Vendor
in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government
Code). Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
3. Termination.
a. Written Notice. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days' written notice of
termination.
b. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
Addendum Page 1 of 4
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
C. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine-readable format or other format deemed acceptable to City.
4. Law and Venue. The Agreement will be construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant
to the Agreement, venue for such action will lie in state courts located in Tarrant County, Texas
or the United States District Court for the Northern District of Texas, Fort Worth Division. 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 any such terms are hereby deleted from the
Agreement and shall have no force or effect.
5. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by
Governmental Units," is self -insured and therefore is not required to purchase insurance. To the
extent the Agreement requires 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 Vendor.
6. Sovereign Immunity. 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 Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
8. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that 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 Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
Addendum Page 2 of 4
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
9. Addendum Controlling. If any provisions of the attached Agreement, conflict with
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.
10. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
(signature page follows)
Addendum Page 3 of 4
ACCEPTED AND AGREED:
City of Fort Worth
By:
Name: Fernando Costa
Title: Assistant City Manager
Date:
Approval Recommended:
By:
Name: Victor Turner_
Title: Director, Neighborhood Services
Department
Attest:
By:
Name
Title:
Jannette Goodall
City Secretary
VENDOR:
,a,0-pUOpn��
m
� FOR>0,,
O�ad
d �oo
o
1
0,' o
�p*d4 0,0000
d�O
E nAso°p
CAP Systems, Inc.
By:
Name: i a✓� �/
Title: (-45:� fv' C go
Date: 2/7/ 2u23
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.
By:
Name: Sonia Singleton
Title: Assistant Director
Approved as to Form and Legality:
By:
Name:
Title:
Tessi,Ka Williams
Jessika Williams (Feb 14, 202310:29 CST)
Jessika J. Williams
Assistant City Attorney
Contract Authorization:
M&C:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 4 of 4