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HomeMy WebLinkAboutContract 46213 CITY SECRETARY CONTRACT NO.�-�---- NEW r�rl► LABORATORIES ORDER FORM AND SALES RECEIPT 11/14/2014 City of Fort Worth Animal Care&Control 4900 Martin Street Fort Worth, TX 76119 SAPID: 177075 IDEXX VALUE-ADDED SERVICES TOTAL $8,690.01 IDEXX SUPPORT TOTAL $832.64 DISCOUNTS INCLUDED IN TOTAL PACKAGE ($3,165.50) TOTAL PACKAGE $6,357.15 QUOTE VALID UNTIL: 11/24/2014 Accompanying Documents: Exhibit A—Order Details Exhibit B—Terms and Conditions for IDEXX Extended Maintenance Software Support (IDEXX Cornerstone Support Terms& Conditions; General Terms and Conditions) Notes: IDEXX acknowledges the assignment to the City of Forth Worth of the Cornerstone Software purchased from IDEXX by the Community Foundation of North Texas. Upon acceptance by IDEXX, this Order Form and Sales Receipt is a binding agreement between the party named above and IDEXX Distribution, Inc. on behalf of itself and its affiliates. By signing below, you acknowledge receipt of the documents referenced above that accompany this Order Form and Sales Receipt, and you agree to the terms stated above and in the accompanying documents, and you represent that you are authorized to sign these documents on behalf of the above-named party. These documents may be modified only by written agreement. Your order is subject to approval at IDEXX's home office. A facsimile or electronic o_ version of your signature on this Order Form and Sales Receipt and any accompanying documents when received by us shall be binding upon you, for all purposes, as if originally ° signed. U W D W W U W rIAL RECORD skCRETARY JURTHI,TX V C—"O*A /( LABORATORIES ACCEPTED AND AGREED: Customer: City of Forth Worth IDEXX Distribution, Inc. By: B Iva •Charles RaA i e k Name: p Title: ku rsfidn f- C i-±y Marle qw Title: L V� 11�t�/Ji 4' Date: /2- 03. 14' Date: I �� APPROVED AS TO FORM AND LEGALITY: J By: Jessica Sangsvang Assistant City Attorney Contract Authorization: M&C: LX�ZU Date Approved: ATTEST: °® By: V 8 870 Mary J. Kays r� $� City Secretary �O®oo°oo°° OFFICIAL RECORD MTV�?p�-SECSG�{EITQp�RY FT. U OR fl H., IJ x !0%r"W V`/%/l LABORATORIES Exhibit A—Order Details Attached [� IDEXX VALUE ADDED SERVICES: IDEXX MANAGED TRAINING&CORNERSTONE IMPLEMENTATION Cornerstone Installation With this package,an IDEXX certified trainer guides the purchased phases to completion over the number of days calculated by adding the selected phases below. The practice manager/owner(s)work closely with the trainer to fully implement the Cornerstone Foundation. The amount of time allocated to each phase is designated below. Various client circumstances can necessitate shifting allocated time from one phase to another. Training Package Includes: 1 IDEXX SmartLink Reference Lab Training&Setup Cornerstone in-House SmartLink Installation 2.5 Days Onsite Training Customization,Workflow and Best Practices Whlteboard Workflow And Best Practices Package Diagnostic Workflow And Best Practices IDEXX In-House Lab Training&Setup Onsite Trainer Travel Remote Training:4 days with 1 hour each day Onsite Training:4.0 days Database Install 1 Cornerstone Fastart Database 1 Database Load and Setup IDEXX VALUE-ADDED SERVICES TOTAL $8,690.01 IDEXX ETtended Maintenance Software Suppoirl CORNERSTONE SOFTWARE SUPPORT 1 Cornerstone Software Support-12 months total,First 3 months included $832.64 This program includes software updates to keep your system current with new features and direct-to- technician Cornerstone software telephone support as well as email support.Features and enhancement training tools and documentation are available on-line via PDF format. IDEXX Support Total $832.64 Software Support Quarterly Payment $277.55 Total Support Quarterly Payments $277.55 IDEXX Extended Maintenance Support Total $832.64 IDEXX Computer Systems,'Order Form' Page 2 012 Cornerstone Upgrade V i..rM LABORATORIES Exhibit B—Terms and Conditions for IDEXX Extended Maintenance Software Support (IDEXX Cornerstone Support Terms &Conditions; General Terms and Conditions) Attached �>rw IIIt,rII`M LABORATORIES IDEXX CORNERSTONE SUPPORT TERMS & CONDITIONS This agreement describes support services for your Cornerstone®Practice Management System and related computer software and hardware/network equipment provided by IDEXX Distribution,Inc.,a subsidiary of IDEXX Laboratories,Inc.doing business as IDEXX Computer Systems("IDE)OC'or'We") or others."Cornerstone Software"means and includes Cornerstone®practice management software and related computer software and documentation. "Software updates"means and includes any patch,update,upgrade,enhancement,improvements,new release or other modification of Cornerstone software that we provide to our software licensees.IDEXX offers the following levels of support: CORNERSTONE SOFTWARE SUPPORT: • Periodic Cornerstone software releases and updates. Telephone support for Cornerstone software problem determination,verification and resolution during our normal business hours from 6:30 a.m.to 8:00 p.m.Monday through Friday and Saturday 7:00 a.m.to 4:00 p.m.(local time at our service locations),except holidays. • After-hours telephone support for Cornerstone software,on a fee for-service basis. • Email support for Cornerstone software with next business day response. • Web-based resource materials for Cornerstone software. • Cornerstone Enhancement Training for new software releases. CORNERSTONE SYSTEM SUPPORT: ----� : Indlude,6 Cornerstone Software Support. s First-level-problem analysis and guidance for IDEXX and non-IDEXX hardware/network system products,remotely by telephone consultayon o by telephone/Internet spnnections to the hardware system,during our normal business hours from 6:30 a.m.to 8:00 p.m.Monday through T=riday and Saturday 7:00 a.m.to 4:00 p,m.(local time at our service locations),except holidays.After-hours support,on a fee-for-servi is. Network configuration and tro-obleshooting during our normal business hours;after hours,on a feefor-service basis. % J • Dispatch of hardware service by o`ngin�l manufacturer,if applicable,for IDFX)C-provided hardware and networ ponents. I CORNERSTONE SENTRY SUPPORT: Includes Cornerstone System Support. Dedicated customer support account coordinator. �•�� _ Quarterly Comerstone database rebuild. • Quarterly back-up verification. () Quarterly network assessment. f • Free afterfiours telephone support. CORNERSTONE HARDWARE GUARDIAN SERVIC�Vallable a n addition to either System Sup Sentry Support): Requires Cornerstone System Support or entry Support. I Per-device repair and loaner sere' on hardware/network system components purchased from IDEXX';you et which components you want I covered.(Not available for -IDEXX sourced products.) Repair or replaceme at our option)of non-conforming hardware/network system products.Includes parts and labor.\ i Loaner equipeffl provided as necessary during service. V \ Free n ay business shipping of loaner and replacement equipment from IDEXX to and from your site,Monday-Friday.Satur&ydgjvery is • s Free an additional charge if available in your area. \� IDEXX Cornerstone® CORNERSTONE SUPPORT SERVICES AGREEMENT GENERAL TERMS AND CONDITIONS 1. Service Standards. We will use reasonable commercial efforts to provide support services at the level you have selected.We do not guarantee uninterrupted or error-free operation of software or hardware/network system equipment.We support only the two most current release versions of Cornerstone software.We do not provide on-site support. 2. Term;Fees;Automatic Renewal. Software Support is on a per-user basis. To receive support,you must be current(paid in full) on all support fees. The initial service period for support shall be as stated in the Sales Contract(but not less than 12-months from the date of the Contract)and shall automatically renew thereafter unless you give us 30 days prior written notice of your intention to discontinue or change your level of service. By paying the support fee,you confirm your continuing agreement to the terms of this agreement. This agreement becomes effective on our receipt of the support fee or your accepting support from us before our receipt of the fee. If we allow you to pay in installments it is as an accommodation to you,and you agree to pay the entire fee. For any extension period, IDEXX may increase our fees by providing notice to you at least 30 days prior to the calendar year in which such extension period would begin,or amend or modify this Support Services Agreement and the General Terms and Conditions upon 30 days notice to you.The fee for any extension of the support period will be as indicated in our invoice to you. We may invoice you before the current support period expires.If you wish to continue receiving support,you must pay the fee before the beginning of any extension. If for any period of time you are not covered by our support and wish to start or resume such coverage,we may charge you the support fee for any period you were not covered. Either of us may terminate support on 30 days written notice to the other. If we terminate,other than due to your breach,we will refund to you a prorated portion of the fee. If you terminate,other than due to a breach by us,you are not entitled to any refund. If at any time you have not paid all amounts due,other than amounts disputed in good faith,then without prejudice to any other rights we may suspend our support. 3. Cornerstone Software Support Level. At our option,you may be required to upgrade to the current version of Cornerstone software as part of the problem solution.We may cease supporting any software product,even a current release level,at the end of your support period upon 30 days'prior notice to you. Software Updates do not include new products,features,modules or enhancements for which we generally charge an additional license fee.When we issue a software update,if your existing hardware does not meet minimum requirements to support that update, you will be responsible for updating your hardware if you wish to use that update. 4. Back-up Data. You are responsible for backing-up or otherwise preserving all of your critical files and data.We are not responsible for preserving any data on any equipment repaired at your site or returned to us or directly to the manufacturer/service provider.We provide you restoration CD's with your initial purchase so that you can restore the base software system to newly installed computer hard drives;if these are not available at your site,you must purchase a new restoration CD or return the equipment to us for restoration. If we perform the restoration at our facility,we will charge you for this service at our standard rates.We are not responsible for the return of any ribbons,tapes,CDs or other supplies or media contained in any equipment provided to us or to our service provider for service. S. Third-Panty Hardware—Cornerstone Exclusion. Because of the variety of non-software related equipment factors that can adversely affect software performance,we cannot guarantee the performance of Cornerstone software unless it is used only with a hardware/network system provided and configured by us or that meets our exact specifications. If you use Cornerstone Software on a hardware/network system not provided and configured by us,our software is provided to you on an"AS IS"basis,and you release us from any and all obligations of this agreement or otherwise relating to or arising out of the use or performance of our Cornerstone software. 6. Third-Party Software Exclusion. With respect to third-party(non-IDEXX)software provided by us,we are acting only as a distributor of these products,which are manufactured or supplied by others. Accordingly,these products are provided on an"AS IS" basis,and you release us from any and all obligations of this agreement or otherwise relating to or arising out of the use or performance of these products. Third party product manufacturers or suppliers may provide their own warranties or support. Licenses under the LGPL, Berkeley Software Distribution(BSD)and other"open source"libraries or utilities generally disclaim any and all warranties,as specified in the licenses to those programs that accompany the software products. 7. Hardware and Expendable Parts Exclusions. With respect to hardware/network system components,we are acting only as a distributor of these products,which are manufactured or supplied by others. Accordingly,these products are provided on an"AS IS" basis,and you release us from any and all obligations of this agreement or otherwise relating to or arising out of the use or performance of these products. 1 IDEXX Cornerstone® CORNERSTONE SUPPORT SERVICES AGREEMENT We do not guarantee or warrant expendable or consumable parts,such as fuses,batteries,bulbs,cables,adapters,print heads, keyboards,mice,tapes,CDs or other supplies or media. 8. Exclusions for Improper Use,Etc. We are not responsible for the performance of IDEXX products if you use products or services not provided by us. FAILURE TO USE ONLY OUR AUTHORIZED PRODUCTS OR SERVICES IN OR ON YOUR SOFTWARE OR EQUIPMENT VOIDS OUR OBLIGATIONS TO YOU. Our support does not cover problems resulting from any causes external to our products,such as negligence or improper use or handling;casualty;external electrical fault;failure to follow packing or shipping instructions;use of unauthorized products in conjunction with our products;computer viruses,spyware,malware,worms or other harmful programs;or repairs or modifications made by anyone other than us or our authorized service providers.We will repair normal wear-and-tear damage only to the extent required for proper functioning of equipment;cosmetic damage is not covered.We further do not have any obligations with respect to modifications made by you to versions of libraries subject to the LGPL or any other third party program. If we determine that a reported program is not covered by our support,at the level you have selected or otherwise,then you must pay or reimburse us for our labor to identify the problem,and any related shipping. If you wish us to repair the problem,we will attempt to do so,at your expense,or if you have shipped us the product we will return it to you at your expense. 9. Your Obligations. You must take reasonable care of the products,maintain them in a clean an appropriate environment and carry out routine maintenance recommended by us in the applicable user guide or otherwise communicated to you from time to time. You must install software updates that are periodically sent to you in a timely manner.Your personnel who contact us about product support must be knowledgeable about and trained on the products.You must provide reasonable supporting data to aid in the identification, reproduction and analysis of reported problems. You must make the equipment available for any on-site service.You must maintain any restoration CD's and make them available as needed.You must treat all periodic software patches,updates, upgrades, modifications or other enhancements delivered under this agreement as licensed software in accordance with the terms of the applicable software license agreement between us(or,as applicable,between you and a third party software provider)under which you obtained rights to the software,and you must maintain such software license agreements in full force and effect. 10. Limitation of Liability. Although we will try to provide support services promptly,we are not liable for failure to do so,or otherwise to provide services, due to circumstances beyond our reasonable control. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR SPECIAL, INCIDENTAL,CONSEQUENTIAL, INDIRECT,EXEMPLARY OR PUNITIVE DAMAGES,OR FOR LOSS OF PROFITS,GOODWILL, DATA OR USE DAMAGES ARISING OUT OF THE MANUFACTURE,SALE,SUPPLY OR USE OF THE PRODUCTS OR OUR SUPPORT OR DATA CONVERSION SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH PRODUCTS OR SUPPORT SERVICES,WHETHER BASED ON WARRANTY,CONTRACT,TORT OR OTHERWISE,EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. DURING ANY SUPPORT PERIOD, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11,OUR EXCLUSIVE LIABILITY,WHETHER BASED ON WARRANTY,CONTRACT,TORT OR OTHERWISE,AND YOUR SOLE REMEDY, IS A REFUND OF THE SUPPORT FEE PAID BY YOU FOR THE MOST RECENT THREE(3)MONTHS OF THE SUPPORT PERIOD, 11. Copyright Infringement. We agree to defend, settle, or pay, at our own cost and expense, any claim or action against you for infringement of any patent,copyright,trade secret,or similar property right arising from your use of our software and/or documentation in accordance with this agreement.We shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and you agree to cooperate with it in doing so. You agree to give us timely written notice of any such claim or action,with copies of all papers you may receive relating thereto. If our software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted,we shall, at our own expense and as your sole remedy, either. (a)procure for you the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect your authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non- infringing software and/or documentation at no additional charge to you; or (d) if none of the foregoing alternatives is reasonably available to us,terminate this agreement and refund to you the payments actually made to us under this agreement. Notwithstanding the foregoing,we shall have no liability under this Section 11 if the alleged infringement arises from (i)any modification to the software by you or any third party acting on your behalf, if such claim would have been avoided but for such modification; (ii)the incorporation into the software of any customization requested by you, where such customization is the cause of such infringement; (iii) a combination of the software with any third party software or equipment not authorized by us,where such combination is the cause of such infringement;or(iv)the continued use of a version of the software other than the most recent version of the software provided to you hereunder without additional charge,if further infringement would have been avoided by changing to such most recent version. 12. Insurance. 2 IDEXX Cornerstone® CORNERSTONE SUPPORT SERVICES AGREEMENT 12.1 We shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by you: I. Commercial General Liability with a combined limit of not less than$1,000,000 per occurrence. 2. Automobile Liability Insurance with a combined limit of not less than$1,000,000 per occurrence. 3. Professional Liability(Errors&Omissions)in the amount of$1,000,000 per claim and$2,000,000 aggregate limit. 4. Statutory Workers'Compensation and Employers'Liability Insurance requirements per the amount required by statute. 12.2 General Insurance Requirements: 1. All applicable policies(other than Worker's Compensation)shall name the City of Fort Worth as an additional insured thereon, as its interests may appear. The term"City"shall include its employees,officers,officials,agents,and volunteers in respect to the contracted services. 2. The workers'compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of the City of Fort Worth. 3. A minimum of Thirty(30)days' notice of cancellation or reduction in limits of coverage shall be provided to you. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. 5. Any failure on the part of you to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that we have obtained all required insurance shall be delivered to and approved by you prior to execution of this Agreement by you. 13. No Modifications. This agreement supersedes all prior oral agreements or statements. Except as provided under Section 2, neither party can modify this agreement except in a written document signed by authorized representatives of both parties 14. No Assignment. You may not assign your rights under this agreement to any other person,even if you sell your hardware/network system or your business to another. If you attempt to assign this agreement it will be void,and we will not have any obligations to you or your assignee. You must notify us if you intend to sell the products or your business including the products to another. We may assign our rights under this agreement to an affiliate;provided that we provide you with notice within 30 days after any such assignment. 15. Governing Law;Waiver of Jury Trial. This Agreement and our respective rights and duties are governed by and shall be interpreted and enforced in accordance with the laws of Texas,without giving effect to the principles of the conflict of laws thereof.YOU AND WE WAIVE TRIAL BY JURY IN ANY LEGAL ACTION BY OR AGAINST US IN SUCH LEGAL ACTIONS.We each further waive any claims against the other for multiple,punitive or exemplary damages in any legal actions relating to this Agreement.The prevailing party in any such legal actions shall be entitled to an award of its reasonable legal fees and costs. 3 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/24/2013 DATE: Tuesday, September 24,2013 REFERENCE NO.: G-18020 LOG NAME: 23MEDICALTREATMENTWARD—LEASE AND CONSTR SUBJECT: Authorize Execution of a Ground Lease Agreement with The Community Foundation Project Henry,LLC, Allowing for Real Property Improvements and Acceptance of a Gift Deed Conveying to the City of Fort Worth all Interest in any Real Property Improvements,Fixtures and Equipment at the Chuck Silcox Animal Care and Control Center(COUNCIL DISTRICT 5) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Ground Lease Agreement with Community Foundation Project Henry,LLC,for a portion of the City's real property at the Chuck Silcox Animal Care and Control Center. The ground lease will include a provision allowing Community Foundation Project Henry,LLC,to construct improvements to the animal shelter property; and 2. Authorize the acceptance of a gift deed granting to the City of Fort Worth all interest in any improvements made by Community Foundation Project Henry,LLC,to the property as well as any associated fixtures and equipment. DISCUSSION: In May 2013, a Memorandum of Understanding(MOU)was executed between the City of Fort Worth and the Community Foundation Project Henry,LLC (CFPH), a wholly owned subsidiary of the Community Foundation of North Texas,Inc., outlining a process for fundraising and the construction of the medical treatment ward at the Fort Worth animal shelter.This project has been named Project Henry and CFPH has graciously offered their services pro—bono.In addition,CFPH has enlisted Pat Cornell,CEO of Railhead Properties, as construction manager. Mr. Cornell and his architect have agreed to provide their services pro—bono. A number of generous residents and foundations from Fort Worth have stepped forward to offer the funds necessary to design and construct the animal medical ward. To date, approximately the amount of$775,000.00 has been raised by CFPH for this project and it is projected that all of the funds to construct and equip the medical treatment ward will be in place by October 1, 2013. Some of the donors to Project Henry include: The Amon G. Carter Foundation,Marlene and Jim Beckman,Jean Walker—donor advisor to the Community Foundation and Nick Martin—donor advisor to the Community and Walsh Foundations.Early on, Michael Bennett of Bennett Benner Pettit Architects provided an initial plan for the medical treatment ward pro—bono. The final plan from Mr. Cornell and his architect calls for 3,600 square feet of added space that includes a clinic and space for approximately 58 additional kennels for both dogs and cats. The City and CFPH will enter into a Lease Agreement with a provision allowing for the construction of improvements to the animal shelter property as authorized by this Mayor and Council Communication.Upon completion, CFPH will execute a gift deed and convey to the City of Fort Worth all interest in the real property improvements,fixtures and equipment.The term of the ground lease is 18 months and the rent is$100 for the term. The property is located in COUNCIL DISTRICT 5,Lake Arlington Business Park Addition,Block 2 Lot 1,Mapsco 93E, and benefits ALL COUNCIL DISTRICTS. FISCAL INFORMATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office by: Charles Daniels (6183) Originating Department Head: Brandon Bennett (6322) Additional Information Contact: Shannon Elder (6326) ATTACHMENTS No attachments found.