HomeMy WebLinkAboutContract 29784 CITY SECRETARY
CONTRACT NO.
04-15-04A0£3 :59 RCVD
Systems Consulting Services Agreement
Customer Name: The City of Fort Worth,Information Technology Solutions Dept.("Customer")
Address: 1000 Throckmorton St.
City: Fort Worth State: TX Zip:76102
Customer Contact: Kent Yarborough Phone: 817-392-8031
PO.#: (PO No.,if required,to be Assigned by Customer)
Xerox Contact: Hera Pockrus Phone: 8*797-4623
Xerox Sales Operation#
This Systems Consulting Services Agreement ("Agreement") is entered into between Customer and Xerox
Corporation("Xerox")effective March 12,2004("Effective Date").
The parties agree as follows:
L SERVICES AND PAYMENT
1. Services. Xerox agrees to provide Customer, at Xerox's then standard time and material rates, certain
services such as application development, application migration, customized training and other services
("Services") as further described in statements of work ("SOWs") entered into by the parties from time to
time under this Agreement. Each SOW shall be signed by both parties and shall contain, without
limitation,the following information:
(a) The incorporation by reference of all terms and conditions of this Agreement,
(b) A description of the Services to be performed,
(c) The Estimated Price and invoicing terms,
(d) The period of performance and estimated schedule for the Services,
(e) Customer contact information for technical issues,and
(f) Any other information pertinent to the Services or required by this Agreement.
2. Estimated Price. Prior to commencement of work under any SOW, Xerox shall furnish to Customer an
"Estimated Price". The Estimated Price shall include reimbursement to Xerox for all expenses incurred in
connection with the performance of Services, including travel and per diem expenses. If it becomes
apparent that the Estimated Price will be exceeded,Xerox shall notify Customer as soon as practicable and
Customer may terminate the Services by giving not less than thirty (30) days' prior written notice to Xerox
and paying for all Services performed as of the effective date of termination. Neither an Estimated Price
nor any other estimate given by Xerox to Customer for Services, whether oral or in writing, is guaranteed
by Xerox, and shall not have the effect of making this Agreement into or modifying this Agreement to
become a fixed price contract.
3. License Grant. Upon payment of the initial and any annual license fees applicable thereto, as designated in
the SOW, Xerox grants Customer a nonexclusive, nontransferable license to use any software code and/or
documentation delivered to Customer pursuant to a SOW("Licensed Software" -solely in ob_ .ect code form
for Customer's internal business use only and not for resale or distribution. ust,Qmer.m—Y�p#4,(a CIO ,
reproduce, sublicense or modify Licensed Software; (ii) remove or alter any c pyr{ br ha�6 t 1
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property notice placed in Licensed Software; (iii) reverse-engineer or decompile Licensed Software; or(iv)
permit others to engage in any of the foregoing activities. Licensed Software may contain, or be modified
to contain, computer code capable of automatically disabling proper operation or functioning of the
Licensed Software and/or any equipment or other products with which such Licensed Software is used.
Such disabling code may be activated if(i) Xerox is denied access to the Licensed Software to periodically
reset such code, (ii)Customer otherwise breaches any term of this Agreement,or(iii)Customer's license is
terminated or expires. Title to Licensed Software, all copies thereof, and all patent, copyright, trade secret
and other proprietary rights therein shall at all times reside exclusively with Xerox and/or its licensors.
Except for the limited license grant set forth in this Section, Customer agrees that Xerox grants no
intellectual property rights to Customer under this Agreement.
4. No Support. Unless expressly otherwise stated in the applicable SOW, Xerox shall have no obligation to
support or maintain Licensed Software. Any subsequent releases of Licensed Software which Xerox may
in its sole discretion elect to make available from time to time, including without limitation maintenance
releases, bug fixes, updates and upgrades, may be acquired at then-applicable license terms, including fees
therefor.
5. Change Requests. Customer may request changes to Services set forth in any SOW by submitting to Xerox
a SOW Change Request Form (Exhibit 1). Within a reasonable time following receipt of Customer's
Change Request Form, Xerox will furnish Customer with a revised Estimated Price and the parties shall
amend the SOW accordingly.
6. Invoicing and Payment. Xerox shall invoice Customer as provided in the SOW. Payment is due upon
Customer's receipt of Xerox' invoice.
II. WARRANTY AND DISCLAIMER
1. Customer Warranty. In the event that Services are to be provided by Xerox in connection with software
programs and related documentation or other products supplied by Customer in relation to which rights
may be owned by third parties or the Customer,Customer warrants and represents that(a)Customer has all
necessary permissions, express or otherwise to enable the software programs and documentation to be
copied or otherwise used by Xerox during the course of and for the purposes set forth in the SOW without
infringing or misappropriating any third party copyright, patent or tradesecret; and (b) the disclosure and
use of the software programs and documentation during the course of the Services shall not involve the
breach of any confidential or contractual relationship.
2. Xerox Warranty. Xerox warrants and represents that the Services provided hereunder will be performed in
accordance with industry standards by qualified personnel in a competent and professional manner. Xerox
disclaims any warranty or representation, including without limitation with respect to design, performance,
functionality or compatibility,for any hardware or software products acquired by Customer as a result of or
relating to the Services which are not manufactured or created by Xerox ("Third Party Products"). Xerox
will pass through to Customer any applicable manufacturer warranty(ies) for such Third Party Products, to
the extent permissible.
3. DISCLAIMER. THE EXPRESS WARRANTIES SET FORTH HEREIN ARE THE ONLY
WARRANTIES GIVEN BY EITHER PARTY WITH RESPECT TO THE SERVICES PROVIDED
PURSUANT TO THIS AGREEMENT. EACH PARTY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
III. INFRINGEMENT AND LIMITATION OF LIABILITY
I. Infringement. In the event that any work products of the Services is alleged to infringe a third party's U.S.
intellectual property rights, Xerox may, at its option, and at no charge to Customer ei btain a
modify the work product of the Services to be non-infringing, substitute an eq valentof the work prow t
of the Services or remove the work product of the Services and refund the pric paid by Customer for suc
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work product. Xerox will not be liable for any infringement caused by use of the work product of the
Services in combination with equipment, software, or supplies not provided by Xerox or if the work
product of the Services is used to implement processes not provided by Xerox. This shall be Xerox' only
obligation to Customer in the event of a claim or allegation of infringement.
2. Limitation of Liability. IN NO EVENT SHALL (a) XEROX BE LIABLE TO CUSTOMER FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR (b)
XEROX' LIABILITY TO CUSTOMER FOR DIRECT DAMAGES EXCEED THE VALUE OF THE
PARTICULAR SERVICES ON WHICH THE CLAIM IS BASED, REGARDLESS WHETHER ANY
CLAIM SOUNDS IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE),
OR ANY OTHER THEORY, AND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF
ANY REMEDY.
IV. TERM AND TERMINATION
1. Term. The term of this Agreement shall run from the Effective Date until it is terminated by either party as
provided for herein.
2. Termination. Either party may terminate this Agreement or any SOW issued hereunder for any reason in
its complete discretion upon thirty (30) days' prior written notice to the other party. Upon termination,
Customer shall compensate Xerox for all work performed and Licensed Software delivered in accordance
with the terms of any SOW as of the effective termination date.
V. GENERAL PROVISIONS
1. Notices. All notices and statements shall be in writing and sent to the following addresses, or such other
address as a party shall specify by notice given as herein provided:
Xerox: Customer:
2. Independent Contractor. It is the intent of the parties that during the full term of this Agreement,Xerox and
Customer shall be independent contractors, and nothing set forth herein shall be deemed or construed to
render the parties as joint venturers, partners or employer and employee. Under no circumstances shall
Customer be considered the employer of any Xerox employee, nor shall Xerox have any right or obligation
with respect to any employee of Customer.
3. Nonsolicitation. During the term of this Agreement and for a period of one year thereafter,Customer shall
not hire or solicit any employee of Xerox to perform Services which such employee has been assigned to
perform under this Agreement.
4. Dispute Resolution. The parties will first endeavor to resolve informally all disputes between them prior to
resorting to arbitration under this paragraph. Any dispute, any controversy or claim arising out or M
relating to this Agreement or the breach hereof which the parties are unable to resolve informally-4
settled by arbitration administered by a single, impartial arbitrator in accordance with the rules of the
American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. Any monetary awards resulting from the arbitration shall be limited
in accordance with the provisions of this Agreement, shall be limited to a specific compensatory sum (as
opposed to any equitable relief),and may not be appealed.
5. Force Majeure. Neither party shall be liable for any failure or delay in its performance under this
Agreement due to causes, including, but not limited to acts of God, acts of civil or military authority, fires,
epidemics, floods, earthquakes, riots, wars, sabotage, labor shortages or disputes, and governmental
actions,which are beyond its reasonable control.
6. Waiver. Any waiver of any provision of this Agreement, or a delay by either party in the enforcement of
any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-
enforcement of that or any other provision.
7. Severability. If any provision of this Agreement is held invalid by any law, rule, order or regulation of any
government, or by the final determination of any State or Federal court, such invalidity shall not affect the
enforceability of any other provisions not held to be invalid.
S. Survival. The provisions of this Agreement shall,to the extent applicable, survive any termination hereof.
9. Compliance with Laws. The parties agree to comply with all Federal, State and local laws, rules and
regulations applicable to their respective performance hereunder.
10. Export. Customer shall not export,directly or indirectly,any technical data acquired from Xerox under this
Agreement or any products utilizing such data to any country of which the U.S. Government or any agency
thereof at the time of export requires any export license or other Government approval without first
obtaining such license or approval.
11. Governine Law. This Agreement shall be governed by and construed in accordance with the law of the
State of-Ne.Fk without regard to its conflict of laws principles.
T4-LOS
12. Entire Agreement. This Agreement and any and all SOWS entered into by the parties hereunder constitute
the entire agreement and understanding of the parties with respect to the subject matter hereof, and
supersede any and all other oral or written agreements or representations between the parties. This
Agreement shall be binding upon and shall inure to the benefit of the respective parties, their successors
and permitted assigns. This Agreement shall not be modified except in a writing duly executed by both
parties. The terms and conditions of this Agreement shall exclusively govern the parties' performance
hereunder, notwithstanding any preprinted terms and conditions stated on either party's purchase order or
acknowledgment.
XEROX CORPOR ION THE CITY TY OF FORT WORTH
I�1G B
By: y
Name: Name: o�s R\—It-buyAl
Title: _ Title: af) ffwv_lkl�_
Date: a UW Date: Q,lo 0 I 13, ��M
ATTESTED BY AS TO FORM A%AITY:
/? '�'�-- Attt3ftt�►. Date
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THE DOCUMENT COMPANY
Transfer Agreement Year: 2004 XEROX
Affiliate
Program/Title LCDS Filter for City of Fort Worth
Program
For Accounting Use Only
SUPPLIER CUSTOMER
DOING THE WORK PAYING FOR THE WORK
Division Division
PSG
Department/Section DepartmenVSection
PSG/Platform Dev Group/Systems&S/W Services
Budget/Cost Center Account Number Budget/Cost Center Account Number
D913
Program/Phase/Task Program/Phase/cask
This Transfer Agreement is: ❑ Fixed, ® Actuals, ❑ Actuals up to
Description of Work: ❑ See Attachments, ❑ Capital Requirements (Attach Backup)
Consulting service support for the analysis, minor modification, verification testing and licensing of a filter to
enable printing LCDS applications sent via TCP/IP to one DP75 printer and one DP90 printer installed at the City
of Forth Worth, Fort Worth,TX.
Changes: Changes to this Transfer Agreement can be made only with the joint approval of both parties. If the agreement is
terminated,the customer is liable for a period of six months following notification of termination for all costs incurred.
Calendarization/Transfer Amounts (Enter amount under appropriate month and press<TAB>to advance. Press<TAB>in
DEC field to update total)
JAN FEB MAR APR MAY JUN
$ $ $9,000.00 $ $ $
JUL AUG SEP OCT NOV DEC TOTAL
$ $ $ $ $ $ $9,000.00
APPROVALS
SUPPLIER CUSTOMER
Name Date I Date
Technical Janet Arima 3/12/04 '
Representative Signature Signatur6r,
Name Date Name Date
Financial Ruth Garthoffener 3/12/04 CBU Controller
Representative Signature Signature
Name Intelnet Name r telnet
Contact Janet Arima 8*823-3618 Hera Pockrus Q,
Form 51468(2/1999) Accounting �� __Ma ord for Office'97
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3123/2004 - Ordinance No. 15921
DATE: Tuesday, March 23, 2004
LOG NAME: 13PO4-0054 REFERENCE NO.: **P-9933
SUBJECT:
Purchase Agreement and Appropriation Ordinance for Two Xerox High Speed, High Volume
Printers and Supplies from Xerox Corporation for the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a purchase agreement for the purchase, and installation of two high speed volume printers(one
DP90, and one DP75MICR model), for the Information Technology (IT) Solutions Department, from Xerox
Corporation, using a State of Texas Department of Information Resources (DIR) purchase contract at an
estimated cost of$172,500; and
2. Authorize the purchase of consumable supplies, meter charges and maintenance for both printers, from
Xerox Corporation, using a State of Texas DIR purchase contract for an estimated cost of $2,570 per
month; and
3. Adopt the attached appropriation ordinance increasing estimated receipts, and appropriations in the New
Equipment Purchase Fund by $172,500, to be obtained through the City's Equipment Note Program
approved on February 9, 1999 (M&C G-12462), Ordinance No. 13701.
DISCUSSION:
In April, 2001 (M&C P-9351), the IT Solutions Department leased two Xerox printers, purchased
consumable supplies, and received at no cost a third Xerox printer for the mainframe computer
environment. The lease for these printers was for a three year period. The current printers are at the end
of their lease and projected useful life.
A team of IT Solutions and Finance Department staff evaluated the requirements of the proposed
purchase. The necessary requirements for the system included: 1. eliminating the current single point of
failure, 2. the ability to change how checks are printed and 3. the ability to continue printing custom forms
that have been developed for City departments. The evaluation team believes that the proposed solution is
one that should serve the City for at least the next five years.
With the purchase of new printers, the single point of failure is eliminated because each printer can be
directly connected to the system. With some modification of existing processes, the new printers will allow
the City to discontinue the use of a 20 year old impact/line printer to print vendor and payroll checks.
Because of its age the impact/line printer is becoming more difficult to maintain. If the City were to choose
a printer manufacturer other than-Xerox, the City would need to spend time, and additional dollars to modify
the current electronic forms serving the Police, Fire and Municipal Court Departments. The consumable
supply and maintenance costs for equipment is projected to be about 18% less than the current
expenditures for those items. The new printers will also facilitate an approximate 20% increase in speed,
for the completion of print jobs which will allow delivery of reports and other print items in a more expedient
Logname: 13PO4-0054 Page 1 of 2
manner to our customers.
This purchase will be financed using the Equipment Note Program process. M&C G-12681 formally
established the use of Equipment Tax Notes. Although the program was originally established to finance
high dollar, long lasting fire apparatus, it has been recommended that the Equipment Note Program be
used for any lawful purpose. The City's finance rate is significantly lower than leasing the printers through
Xerox or another outside leasing company. The IT Solutions Department will make annual payments to the
Debt Service Fund, for the proposed purchase. The approximate annual payment for three years will be
$60,000.
On September 2, 2003, the City Council approved M&C P-9845 that authorizes the City of Fort Worth to
use the State of Texas DIR procurement process. DIR is authorized to offer competitive purchasing
programs to state agencies, public institutions of higher learning, public school districts and local
governments. DIR has negotiated contracts with Catalog Information Systems Vendors (CISV), that
ensures the aforementioned agencies receive a competitive price for procurements.
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing
Division, and approved by the M/WBE Office, because the purchase of goods or services is from sources
where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds for the purchase of the equipment will be obtained through the
City's Equipment Note Program, and the funds for operating supplies and maintenanace are available in the
current operating budget, as appropriated, of the Information Systems Fund.
BQN\04-0054\LGS
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 539120 0043020 $15.420.00
P168 541320 004196004002 $172,500.00
Submitted for City Manager's Office by: Charles Boswell (6183)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)
Kate Yarhouse (8465)
Logname: 13PO4-0054 Page 2 of 2