HomeMy WebLinkAboutContract 30401 SECfiETARV
J5V
AW INCORPORATED
16308 Orange Avenue, Paramount, Ca. 90723-4882
562-634-1170 Fax 562-634-0993 800-327-9337
AGREEMENT FOR SHEI;I510
This agreement between INPUT SYSTEMS, INCORPORATED,the SUPPLIER, herein after referred to as I.S.I.and the
CITY OF FORT WORTH,TEXAS , herein after referred to as the CUSTOMER, APPENDIX'A', SINEWCHARGES FOR
THE PERIOD OF OCTOBER 1, 2004 THROUGH SEPTEMBER 30, 2005; APPENDIX 'B, dbMIN' SITE LICENSE
AGREEMENT'constitute the entire agreement of the parties and shall supersede any prior agreements, either oral or
written pertaining to the contemplated services.
I. .1'IZZ'113' SOFTWARE PROVIDED
I.S.I. agrees to provide to the CUSTOMER ,11i`SOFTWARE MODULES detailed below.
Master File Record(M.F.R.) - ESTABLISHMENT TRACKING'MODULE
Daily Activity Report(D.A.R.)-- 'TIMEACCOUNTING'MODULE
'AUTOMATED FIELD INSPEC TION S YS TEM'
A/R-- 'BILLING-ACCOUNTS RECEIVABLE-PERMITTING'MOD UL E
THE'RFS/CS REQUEST FOR SERVICE/COMPLAINT SYSTEM'
THE'CARD REGIS TRA TION'SYSTEM
ll. CHARGES
The CHARGES for SUx1:/'Re are based on the NUMBER OF ACTIVE EMPLOYEES and the NUMBER OF
ACTIVE INVENTORIES MAINTAINED IN THE SYSTEM. Charges are adjusted QUARTERLY.
Charges are detailed in APPENDIX A, SIYFB/12e and are based upon the CURRENT CHARGES FOR THE
PERIOD OF OCTOBLR 1, 2004 THROUGH SEPTEMBER 30, 2005.
The charges for services stipulated herein are subject to revision for any changes the CUSTOMER may
make to its requirements or for additional work requested which is not set forth in this agreement or in
the Appendixes.
lll. PERFORMANCE
I.S.I.warrants that the software provided has been tested and will provide the proper results when used
in accordance with the manufacturer's instructions.
I.S.I. reserves the right to upgrade,modify,or otherwise enhance,or change,A`IV/:/:/".e whenever necessary
or appropriate to the proper utilization of the system
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AGREEMENT FOR,
0175'157W °
Page 1 of 8 1NIT ° '°
ENVIRONMENTAL HEALTH DATA MANAGEMENT SOLUTIONS-
t
/V TRAINING AND SUPPORT
I.S.I.will provide ongoing on-site installation,assistance,and training onSHEZAV. |naddition,iS1will provide
telephone 'HELP support from approximately S:OO A.M. Pacific Time until 5:00 P.M. Pacific Time. Monday
through Friday, normal holidays excluded.
The CUSTOMERagrees to provide telephone line accessand a modem capableof allowing I.S.I.communications
access hoprovide'REMOTE'support unapre-arranged basis. iS1will provide the software communications
link.
Clerical training ioincluded inthe annual subscription charges, Onomutually agreeable schedule i0. will
provide training seminars to the CUSTOMER. This training will be provided otnoadditional charge to the
CUSTOMER.
KB0L6NG
The CUSTOMER will be billed on uMONTHLY basis. CHARGES are adjusted ON AQUARTERLY BAS/S.
BASED ONTHE NET ADDITIONS ORDELETIONS ofEMPLOYEES and INVENTORY ITEMS hnthe system.
THREE(3)MONTHLY invoices will be mailed during the first week of EACH QUARTER. |nvoicoofnroaoh
montharmdueondpayab|eno|mtmrihantha1O`^dmyofiheoa|andarmonihfoUowingthomonthhzrwhioh
the INVOICE applies. (See APPENDIX Afor monthly chorgosJ
V1. PROPER Ty
All computer programs, written procedures and similar items provided by |.S.|.' are the exclusive
property of |.S.|.' and eho|| o|wmyo remain the property nf |.S.|.. unless there in an express written
provision tothe contrary.
AIM1,11Vprnvided to the CUSTOMER is the property of I.S.I. and is not for om|o. INDIVIDUAL MODULES
PROVIDED AS A PART OF 0119.2571,e CONTAIN LICENSING AND EXPIRATION ROUTINES THAT WILL MAKE
THEM UNUSA8LE, UNLESS THE CUSTOMER CONT|NUESTHE|R SUBSCRIPTION ON AN ANNUALBAS|STO
THE SYSTEM.
I.S.I. will NOT store NOR he responsible for the CUSTOMER'S source documonta, data, magnetic |apes,
diskettes or other media. All CUSTOMER data will be stored at the CUSTOMER'S LOOAT|ON, and it is the
responsibility nfthe CUSTOMER toproperly back up,store and safeguard.
All CUSTOMER furnished information and data resulting from the operation of |.S.|.'o programs on the
CUSTOMER's information in connection with this agreement shall be the sole and exclusive property of the
CUSTOMER.
Such information is the proprietary property of the CUSTOMER and constitutes government records of the
CUSTOMER. I.S.I.shall treat the CUSTOMER's information as confidential and shall safeguard it to the greatest
extent practicable.
Furthermore, I.S.I. agrees that during the term of this agreement it shall not make such information available
in anyform to any person,other than the CUSTOMER,without the prior written authorization of the CUSTOMER.
Upon terminationof this agreement,such informationwill notbe made available by I.S.I.tnany person other than
aduly authorized representative ufthe CUSTOMER.
1/1/ LIABIL17-Y
|nthe event ofany error, omission, or other problem whether human or mechanical, on the part of I.S.I., its
employees,or A11111111,e, I.S.I.agrees to correct the software at no additional charge to the CUSTOMER.
It is expressly understood and agreed that I.S.I. SHALL NOT be liable to any third persons for any damages
which said third persons may inour, directly or indirecUy, as u result of the errors or omissions of the
CUSTOMER or the CUSTOMER'u employees.
I.S.I.SHALL NOT be liable for failure to per-form if due to causes beyond its control, under this contract, if the
failure arises from causes beyond the control of and without the fault or negligence of I.S.1, Such causes shall
include, but not be limited,to acts of God, the public enemy, the Government, urcontractual capacity,fires,
flood,quarantine restrictions, strikes,freight embargoes,and unusually severe weather.
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Page 2n/x INVr_�����_ IN/77,
N8 REPRESENTA TIONS
This agreement, APPENDIX )1, 0075*15Me CHARGES THE PERIOD OF OCTOBER 1, 2004 THROUGH
SEPTEMBER 3(l2005;and APPENDIX'B, SUZZY'0'SITE L/CENSEAGREEMENT|shaflconstitute the entire
agreement of the parties and shall supersede any prior agreements, either oral or written pertaining to the
contemplated aen/i000.
This agreement shall be governed by the laws of the State of Texas and applicable Federal law.
The terms and conditions of this agreement may be changed by written mutual consent.
The provisions of this agreement are severable; and if for any reason any one or more of the provisions
contained herein are held to be invalid, illegal,or unenforceable in any respect, the individuality, illegality,or
un-enforce ability shall notaffectenyother provision of this agreement,and this aQreemantahn||remain ineffect
and be construed as if the invalid, illegal, or unenforceable provisions had never been contained in the
agreement.
A[
|.S.|. reserves the right tomodify orchange SVZEIteprices onanannual basis. CUSTOMERS will receive
written notice of I.S.I.'s intent to modify or change the existing prices no later than three(3)months prior to the
expiration date ofthe contract year.
XfUNDIXG
Availability of Funds:The parties agree that this Agreement and all claims, suits, or obligations arising under
or related to this Agreementare subjectto and limited to the availability of funds appropriated by the FortWorth
City Council,for the purposes uf this Agreement or for the respective claim, suit,or obligation,as applicable.
The City agrees toplace the above notices relating toavailability nffunds, the source uffunds, and legal
authority inall subcontracts.
V. ASSIGNMENT
|.8.|.and the City bind themselves and any successors and assigns tothis agreement. Neither|.S.|.nor the City
shall assign,sublet,or transfer its interest in this agreement without written consent of both,and any attempted
transfer without such consent invoid. Nothing herein shall boconstrued ascreating any personal liability on
the part of any officer or agent of I.S.I., or the City, nor shall it be construed as giving any rights or benefits
hereunder toanyone other than to|.S.|.and the City. Notwithstanding any provisions relating tuassignment in
the Uniform Commercial Code,no delegation by a party hereto of any duties or obligations nor assignment by
a party hereto of any rights under or interests in the agreement will be binding on another party hereto without
the written consent of the party sought to be bound; and, specifically but without limitation, monies that may
become due and monies that are due may not be assigned without such consent(except to an extent that the
effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment,no assignment will release or discharge the assignor from any duty or responsibility
under this agreement. I.S.I.and the City each binds itself,its partners,successors,assigns and representatives
to the other party hereto, its partners, successors, assigns and representatives in respect to all covenants,
agreements and obligations contained inthe agreement.
XD WAIVEROFSOVEREIGNIMMUNITY
|.S.|.and the City hereby agree that this Agreement does notwaive the City's sovereign immunity relating to suit,
liability and the payment of damages. The parties further agree that all claims,suits or obligations arising under
orrelated hothis Agreement are subject to and limited to the availability of funds appropriated by the Fort Worth
City Council for that respective claim,suit,urobligation.
X111, SEVERABILITY
Any provision of this agreement held to be void or unenforceable under any Lovvu or Regulations shall be
deemed stricken,and all remaining provisions shall continue to be valid and binding upon I.S.I.and the City. In
such an event, it is herein agreed by I.S.I. and the City that the agreement shall be reformed to replace such
stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to
expressing the intention nfthe stricken provision. |nthe absence ofreformation,this agreement shall remain
in effect and be construed as if the invalid,illegal or unenforceable provision had never been contained in the
agreement.
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Page 3ura mxr������_ mx
XIV. GOVERNING LAWAND VENUE
|.G.iand the City agree that the laws of the State of Texas shall govern the validity and construction of this agreement,
except where preempted byfederal law. Should any action,real or asserted,at law or in equity,arise out of the terms
and conditions ofthis agreement,venue for said action shall beinTarrant County,Texas.
XV. RIGHTSAND REMEDIES NOT WAIVED
In no event shall the making by the City of any payment to I.S.I.constitute or be construed as a waiver by the City of any
breach of covenant,or any default which may then exist,and the making of any such payment by the City while any such
breach or default exists shall in noway impair or prejudice any right or remedy available to the City with respect to such
breach urdefault. Any waiver by either party of any provision or condition of this agreement shall not be construed
or decreed to be a waiver of any other provision or condition of this agreement, nor a waiver of a subsequent breach
of the same provision or condition, unless such waiver be expressed in writing by the party to be bound.
XVI. TERMINATION
The City may terminate this contract without cause by giving ninety(90)days written notice to Contractor, provided
that such termination shall be without prejudice to any other remedy the City may have. |nthe event oftermination,
any work in progress will continue to completion unless specified otherwise in the notice of termination.
I.S.I.may terminate this contract without cause by giving ninety(90)days written notice to the City,provided that such
termination shall bewithout prejudice ioany other remedy |.8.|. may have. |nthe event oftermination, any work in
progress will continue to completion unless specified otherwise in the notice of termination.
The City may terminate this agreement for failure of I.S.I.to comply with the terms of this agreement, |nthe event the
City decides to terminate I.S.L's contracted services,the City will provide I.S.1,with written notice ninety(90)days prior
tothe termination ofthe agreement.
I.S.I.may terminate this agreement for failure of the City to comply with the terms of this agreement, |nthe event iG.|.
decides to terminate services contracted by the City,I.S.I.will provide the Citywith written notice ninety(90)days prior
tothe termination ofthe agreement,
|nthe event either party defaults in the performance of any of its obligations under this contract,misrepresents to the
other a material fact,or fails to notify the other party of any material fact which would affect the party's performance
of its obligations hereunder, the non-defaulting party ohoU have o right to terminate this contract upon giving the
defaulting party written notice describing the breach or omission in reasonable detail. The defaulting party shall have
a ninety(90)day period commencing upon the date of notice of default in which to effect a cure. |fthe defaulting party
fails to effect a cure within the aforesaid ninety(90)day period,or if the default cannot be cured, the contract shall
terminate aoofthe date provided inthe notice ofdefault.
XV11. FORCE MAJEURE
I.S.I.shall not be deemed to be in default because of any failure to perform under this contract,if the failure arises from
causes beyond the control and without the fault ornegligence of|.S.|. Such causes shall include acts ofGod,acts of
the public enemy, acts of Government, in either its sovereign or contractual capacity, fires' flood, epidemics,
quarantine restrictions,strikes,freight embargoes,and unusually severe weather.
If the failure to perform is caused by the failure of a subcontractor of I.S.I.'s to perform,and if such failure was beyond
the control of both I.S.I. and the subcontractor, without their fault or negligence, I.S.I. shall not be deemed to be in
default unless the subcontracted supplies or services were reasonably obtainable from other sources.
Alternatively, ifatany time during the term ofthis contract the work of|.8.|. fails tomeet the specifications ofthe
contract documents, the City may notify |.8.|. ofthe deficiency inwriting. Failure of|.S.|. tocorrect such deficiency
and complete the work required under this contract tothe satisfaction of the City within ton days after written
notification shall result intermination ofthis contract. |.8.|.shall pay all costs and attorneys fees incurred bythe City
inthe enforcement ofany provision ofthis contract.
The remedies provided for herein are in addition to any other remedies available to the City elsewhere in this contract.
XN8 AUTHORIZATION
The undersigned officer and/or agents of the parties hereto are properly authorized officials and have the necessary
authority to execute this Agreement on behalf of the parties hereto, and each party hereby certifies to the other that
any necessary resolutions extending such authority have been duly passed and are now in full force and effect.
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AQREExeswrFOR MEEMIA'
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XIX TERM ofAGREEMENT
This agreement is in effect when all parties have signed and is valid for THE PERIOD OF OCTOBER 1,
2004 THROUGH SEPTEMBER 30,2005.This agreement is renewable for two additional years subject to
paragraphs IX and XVI of this agreement..
The terms and conditions of this agreement may be changed by written mutual agreement at any time.
BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, APPENDIX A:
SlIZZAe CHARGES, APPENDIX B: MIZZ71V SITE LICENSE AGREEMENT, and APPENDIX C.• ADDITIONAL
AGREEMENTS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE
AGREEMENTS.
IN WITNESS WHEREOF, the parties hereto have executed this agreement in triplicate originals in Tarrant County,
Texas.
ACCEPTED BY: ACCEPTED BY:
INPUT SYSTEMS, INCORPORATED CITY OF FORT WORTH, TEXAS
BY B Y,�
Haley 0. ttjT�- , P�reident Libby Watson;Assistant City Manager
Date: Date: �k f
APPROVED AS TO FORM WITNESS:
M R -—P
U
4VYILA� NAME: Z
TITLE:
ITLE'
ATTEST: CO ORATE SEAL:
elv�
Eft"*s Peamm�60ty Secretary
M a" Htncl rix
L�o m�0 - I.InLji'
Contract Authorization
Date
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AGREEMENT FOR S11111157W ......
Page Sof 6 INIT
APPEND/X A: SII,/'zv,,e CHARGES
CITY OF FORT WORTH, TEXAS
Suzz,/!e
FISCAL YEAR CHARGES FOR
OCTOBER 1, 2004-SEPTEMBER 30, 2005
The ANNUAL CHARGES for Sill/s/s/a are based on the number of ACTIVE EMPLOYEES and INVENTORY ITEMS
MAINTAINED in the system.
The charge for each ACTIVE EMPLOYEE MAINTAINED in the system is $30.00 PER MONTH.
The charge for each INVENTORY ITEM MAINTAINED in the system is $.30 PER MONTH.
The APPROXIMATE ANNUAL charges for SI1TZ71, 'are based on the following counts from current operations.
S11/,1571,eANNUAL CHARGES FOR CITY OF FORT WORTH TEXAS
12 ACTIVE EMPLOYEES MAINTAINED IN SUMPS'
@$30.00 ea/mo. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $360.00
5,164 ACTIVE INVENTORIES MAINTAINED IN SIIBEPe
@$.30 ea/mo. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,549.20
MONTHLY COST . . . . . . . . . . . . . . . $ 1,909.20
ANNUAL COST: . . . . . . . . . . . . . . $22,910.40
THEABOVE CHARGES ARE APPROXIMATIONS BASED ON THE COUNTS SHOWN.
ACTUAL CHARGES ARE BASED ON THEACTUAL COUNTS PROVIDED BY THE
CUSTOMER FOR THE CURRENT BILLING PERIOD.
.o ,..
APPENDIX A: SUIZZW CHARGES
I M 1
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tl
AGREEMENT FOR S11111117V
Page 6 of 8 IN/f. IA.
/zrAdW
INCORPORATED -
16308 Orange Avenue, Paramount, Ca. 90723-4882
562-634-1170 Fax 562-634-0993 800-327-9337
S'I wme
SI TE L I CENSE A GREEMENT--A PPENDIX 'B'
IMPORTANT.• READ THIS L ICENSE A GREEMEN T CAREFULL Y
GRANT OF LICENSE
INPUT SYSTEMS, INCORPORATED,grants to the CUSTOMER-A NON-TRANSFERABLE, NON-EXCLUSIVE LICENSE
-to use the software system, programs and documentation referred to herein as S11r1:1;11'e.
This is a LICENSE AGREEMENT and NOT an agreement for sale. INPUT SYSTEMS, INCORPORATED,owns
MITEW which is copyrighted,and has proprietary rights in the product. You are purchasing a REVOCABLE
LICENSE to use the SYSTEM. You obtain no rights other than the license granted by this Agreement. Title to
,111T/:W and any copy made of it, is retained by INPUT SYSTEMS, INCORPORATED. The CUSTOMER does not
receive any, and INPUT SYSTEMS, INCORPORATED, retains all ownership rights in SI1741;11,e.
This agreement and any of the licenses, programs,or materials to which it applies may not be assigned,sub-
licensed or otherwise transferred by the CUSTOMER without written consent from INPUT SYSTEMS,
INCORPORATED.
LIMITED WARRANTYAND LIABILITY
INPUT SYSTEMS, INCORPORATED,WARRANTS THAT S1175/s1 V will perform in compliance with the
documentation and instructions,when used on computer hardware approved by INPUT SYSTEMS,
INCORPORATED.
INPUT SYSTEMS, INCORPORATED,does NOT warrant that .11P1;1,712e will operate error free or uninterrupted,or
that all non-conformities can or will be corrected. INPUT SYSTEMS, INCORPORATED,does NOT warrant
statements,or claims by other parties. Should the software fail to operate as warranted, INPUT SYSTEMS,
INCORPORATED, shall promptly, upon notice, replace or correct the defective software. This shall be INPUT
SYSTEMS, INCORPORATED,only liability with respect to the software product or license. IN NO EVENT SHALL
INPUT SYSTEMS, INCORPORATED BE LIABLE FOR ANY DAMAGES,CLAIM OR LOSS INCURRED BY USER
(INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL,CONSEQUENTIAL,OR
EXEMPLARY DAMAGES, LOST REVENUES,OR EXPENDITURES RESULTING FROM LOST DATA OR THE
CUSTOMER'S INABILITY TO USE THE DATA OR THE PRODUCT.
The CUSTOMER assumes all responsibility for the use of the product to achieve the intended results,and for the
results obtained from the Product.
S117175' SOFTWARE IS PROVIDED SUBJECT TO THE WARRANTY AND REMEDY JUST EXPRESSED AND IS IN
LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE BOTH OF WHICH
ARE SPECIFICALLY EXCLUDED.
APPENDIX 'BS111,771t SITE LICENSE AGREEMENT .
Page 7 o 8 INIT IN
ENVIRONMENTAL HEALTH DATA MANAGEMENT SOLUTIONS ""-'-'",
AFPENDIX& fVTElkCEASE SITELACENSEAGRB9MENT
ON.-
SHE75W licensed under this Agreement authorizes the CUSTOMER to use SUZZAe ON AS MANY SINGLE-USER
P.O. COMPUTER SYSTEMS,or AS MANY MULTI-USER(NETWORKED)COMPUTER SYSTEMS,OR ANY
COMBINATION THEREOF, AS DESIRED, provided they adhere to the pricing provisions of 'AGREEMENT FOR
swo
SERVICE SUZZAt
PERMISSION TO COPY LICENSED PROGRA M&
No right to print or copy, in whole or in part, MIZZIte Licensed Program(s), DOCUMENTATION, PROCEDURES, or
any related materials, iugranted except onherein expressly provided.
The programs and their related documentation are copyrighted. Any Licensed Programs which are provided by
INPUT SYSTEMS, INCORPORATED in machine readable form may be copied for back-up or archive purposes only.
The CUSTOMER agrees humaintain appropriate reuordaofthenumberand |oueUonofa|| muuhuopieuufS11YE0I'V.
The original, and any copies of SHEERe Licensed Programs, in whole or in part,which are made by the
CUSTOMER shall be the property of INPUT SYSTEMS, INCORPORATED: except for the media on which the
Licensed Programs are recorded. The CUSTOMER agrees horeproduce and include the copyrighted notice of
INPUT SYSTEMS, INCORPORATED on all copies, in whole or in part' inany form, including partial copies of
Licensed Programs made hereunder.
You may not copy, reverse engineer(decompile),translate, port, merge, modify,or make derivative works
surl"'EA�. You may not rent,disclose,publish, sell,assign, lease,sub-license, market,or transfer S1K110Iteor
use itinany manner not expressly authorized b this agreement. You shall not alter urremove any copyright notice
orproprietary legend contained inuronSUZZW.
PROTECTION AND SECURITY
The CUSTOMER agrees NOT to provide or otherwise make available any portion of AVIEVERe including but not
limited to object code in any form, to any person other than CUSTOMER,or INPUT SYSTEMS, INCORPORATED
employees,without prior written consent from INPUT SYSTEMS, INCORPORATED,except for purposes specifically
related iothe CUSTOMER'ouse ofthe Licensed Program.
TERMOFAGREEMENT
The TERM DFTHIS AGREEMENT ioreferenced inand stipulated by'THE AGREEMENT FOR AVIVEZ712e which ioa
part ofthis 3VTEL/CEN6EAGREEMf7VT'.
MISCELLANEOUS
This 'SITELICENSEAGREEMENT shall be governed by the laws of the State of Texas and applicable Federal law.
And shall inure to the benefit of INPUT SYSTEMS, INCORPORATED,its successors, administrators, heirs and
assignees. Any litigation arising from the use of the programs must bofiled inTarrant County,Texas.
If any provision of this agreement is declared invalid or unenforceable,the remaining provisions of this agreement
shall remain infull force and effect. Any notice under this agreement shall bedelivered byU.S. Certified Mail,
return receipt requested huthe following address:
INPUT SYSTEMS, INCORPORATED
163U8Orange Ave.
Paramount, CA 80723
BYSIGAVN HAVE READ TH8SAGRE5MENT, UNDERSTAND
IT,AND A G$,�E TO BE BO�WD B Y ITS TERMS AND CONDITIONS.
Z 101/0
)RT�WORTH,TEXAS Date
,
APPENDIX 'B' 017417te-SITE LICENSE AGREEMENT
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