HomeMy WebLinkAboutContract 27034 Class Software Solutions Ltd.
Suite 300,6400 Roberts Street,Burnaby,B.C. Canada V5G 4C9 CITY SECRETARY f z
t:1.800.661.1196 f:604.432.9708 class@classinfo.com www.classinfo.cd2ONTRACT NO. .
Class- SOFTWARE LICENSE
This document outlines Customer's agreement to license the Class software and,upon the Customers entering into an Class Software
Services Agreement acquire software support,maintenance and related services(as described in the Class Software Services Agreement)
from Class Software Solutions Ltd.(CSS)pursuant to the following conditions:
1. Class Software:
Module Module Unit Nos.of Server,Wkstn.or Total Module
Price Web Licenses Cost
i. Program Registration $1,495 9 $13,455
ii. Facility Booking $1,495 9 $13,455
iii. Membership&Pass Management $1,495 19 $28,405
iv. Sport Scheduling $1,495 2 $2,990
V. FlexReg $1,495 4 $5,980
vi, QuickRez $1,495 4 $5,980
vii. Point of Sale&Site-based Inventory $1,495
viii. Credit/Debit Card Payment Processing minimum 4 licenses $495 4 $1,980
ix. Cash CollectionsiRemittance Processing $4,495
X. Internet Program Query server N/C 1 $0
A. Internet Program Registration $595 13 $7,735
xii. Internet Facility Inventory Query server N/C 1 $0
xiii. Internet Facility Availability&Reservation $595
xiv. IVR-Registration&Voice Info min.4 lines $1,495 12 $17,940
xv. Fax-back Registration-OCR min.4 lines $1,495
xvi. IVR-Tax Certificate Processing min.4 lines $1,495
xvii. Information Management server $495 1 $495
xviii. Report Customization(Crystal Run-time $295 5 $1,475
xix. External Interfaces Module server $2,495 1 $2,495
xx. MS SOL Server database to be supplied by the City
Less applicable quantity purchase discounts $10,238
Total Cost S 92,147
2. Payment Terms for Software Licenses
a) All prices are in funds of the country of installation with all duties included.
b) Sales Tax(es)are not included unless specifically identified as line items.
c) Freight is F.O.B.your offices.
d) Site preparation(i.e.cabling,power,etc.)is not included and will be separately invoiced.
e) These prices are valid for ninety(90)days. _
f) Installment Payment Schedule(as a percentage of total fees and taxes and other charges)
U�IULdG RD
Payable upon Delivery of the Licensed Software 25%
Payable upon 30 days following Installation 65%
Holdback for 90 days following Installation 100/0
g) CSS will invoice the Customer as contemplated in subsection 2f and all invoices shall be net 30 days.Overdue invoices shall bear interest at 1%per
month,12.56%per annum.
The Undersigned,as the Customer acknowledges that it is entitled to use the software in executable code as described above("Software's only
for the number of application servers,database servers,web servers and/or client workstations indicated above. Your use of the Software in
accordance with this License Agreement is subject to CSS's inspection upon request.The Undersigned has read and agreed to the terms and
conditions of this License Agreement: nn /
ATrES BY O� C z 66
The City of Fort W rt (Authorized Signature) (Date)
Lam'
Class Software Solu Iph Tu tts,CEO Date)
Contract Authorization
q - 1 ,7 'Dt
TERMS AND CONDITIONS OF LICENSE
1.DEFINITIONS 6.1 Warranty of Title-CSS warrants that it has all rights necessary to nuke the grant of license herein by having all
1.1"Agreement"means this Class Software License Agreement and all Amendments,Instruments,and Schedules right,title and Interest in and to the Software or as licensee of all such rights from the owner thereof.
attached hereto or referred to herein. 6.2 Retention of Rights by CSS-All proprietary and Intellectual property rights,title and Interest including copyright
1.2"Enterprise Database"means the database files containing customer data(which is owned by Customer)and in and to the original and all copies of the Software and the documentation or any changes or modifications made
which is accessed by the Software. to the Software or related documentation shall be and remain that of CSS,or Its licensor as the case may be.
1.3"Database Server"means a single computer upon which the Enterprise Database is resident and may be Customer shall not any lime whether before or after the termination of this Agreement disclose,furnish,or make
accessed by a Client Workstation or a Web Client. accessible to anyone any confidential information received from CSS or make any use thereof other than as
1.4"Customer'means the legal entity signing this Agreement. expressly permitted under this Agreement,which confidential information is deemed to include the source and
1.5"Class Software"or"Software"means computer code,modules and programs in executable code form, executable code of the Software or related technical documentation.
including related data files,rules,parameters and documentation,which have been created by CSS and are either 6.3 Archive Copies-Customer shall not make any copies of the Software,with the exception of copies of the
described and marked as licensed in this Agreement or later provided to the Customer by CSS in connection with Software for archive purposes.Customer shall not obliterate,after,or remove any proprietary or intellectual
this Agreement. property notices from the Software.
1.6"Web Client Software"means the CSS software which enables a Web Client to access the Class Software
through a Web Server. 7 WARRANTY
1.7"Application Server'means a single computer containing the Class Software which may be accessed or 7.1 Limited Warranty of Software-When Utilized by the Customer In a Manner authorized hereunder,CSS warrants
otherwise utilized by a Client Workstation or a Web Client. that Software supplied hereunder shall conform to the functional specifications set out In the user documentation
1.8"Third Party Software"shall mean the proprietary computer code,updates,upgrades and modifications,as well accompanying the Software for thirty(30)days from the date of installation.CSS's sole obligation and liability
as modules and programs,in object code form,including related data files,rules,parameters and documentation, hereunder shall be to use reasonable efforts to remedy any such functional non-conformance which Is reported to
created by vendors other than CSS or the Customer: CSS in writing by Customer within the warranty period.In the event such non-conformance Is unable to be
included in the Class Software System;or remedied by CSS,using reasonable efforts,CSS shall,in its sole discretion,refund to Customer the license fee,
required for operation of the Software. and this Agreement will be automatically terminated.Alt warranty service shall be performed at service locations
1.9"User"means an individual who accesses and uses the Software or Enterprise Database from a duty licensed designated by CSS.
Client Workstation or through the duly licensed Web Server.
1.10"Web Client"means a remote device using an Internet web browser program or the Web Client Software to g,EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
access selected Class Software on the Application Server or the Enterprise Database on the Database Server via 8.1 SPECIFIC EXCLUSION OF OTHER WARRANTIES-THE WARRANTIES SET OUT IN SECTIONS 6.1 AND 7.1 ARE
1.the Internet and Web Server. IN LIEU OF ALL OTHER WARRANTIES,AND THERE ARE NO OTHER WARRANTIES,REPRESENTATIONS,
Intranet or the Internet."Web Server"means the computer which enables access to the Class Software by individuals using an CONDITIONS,OR GUARANTEES,OF ANY KIND WHATSOEVER,EITHER EXPRESS OR IMPLIED BY LAW IN
ntr
1.12"Client a Class on"means a computer attached to local n CONTRACT OR TORT)OR CUSTOM,INCLUDING,BUT NOT LIMITED TO,THOSE REGARDING MERCHANTABILITY,
wide area network(including an Intranet)which DURABILITY,FITNESS FOR PURPOSE CORRESPONDENT TO SAMPLE,TITLE,DESIGN,CONDITION,OR QUALITY.
accesses the Class Software or Enterprise Database resident on any Server. WITHOUT LIMITING THE ABOVE,CSS DOES NOT WARRANT THAT THE OPERATION OF SOFTWARE SHALL BE
2.SCOPE FREE FROM INTERRUPTION OR ERRORS WHICH DO NOT ADVERSELY IMPACT THE SOFTWARE'S WRITTEN
WARRANTED FUNCTIONALITY.THE WARRANTIES CONTAINED HEREIN ARE VOID IF FAILURE OF THE
2.1 This Software License Agreement is between Class Software Solutions Ltd.("CSS")and the Customer and SOFTWARE HAS RESULTED FROM ACCIDENT,ABUSE,MISAPPLICATION OR OTHER EXTERNAL CAUSE BY
applies to the Customer's use of the Software as indicated on the face of this Agreement and supplied to the ANY PARTY OTHER THAN CSS.
Customer by CSS as well as any related materials and documentation;and b)in the event of execution of Schedule 8.2 NO INDIRECT DAMAGES-EXCEPT WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT,IN NO
A hereto,the provision of software services consisting of software support,software maintenance,additional EVENT SHALL CSS BE LIABLE TO CUSTOMER OR TO ANY OTHER PROPERTY FOR INDIRECT DAMAGES OR
services and software customization services. LOSSES(IN CONTRACT OR TORT)IN CONNECTION WITH THE SOFTWARE,OR THIS AGREEMENT,INCLUDING
BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS,LOST SAVINGS,OR INCIDENTAL,CONSEQUENTIAL,OR
3.GRANT OF LICENSE SPECIAL DAMAGES,EXCEPTING LOSS OR DAMAGE FOR PERSONAL INJURY OR DAMAGE TO TANGIBLE
3.1 Server License-CSS as Licensor,grants to the Customer,a non-exclusive right and license as set out below,to PROPERTY RESULTING FROM THE SOLE NEGLIGENCE OF CSS.AS SOME STATES/JURISDICTIONS DO NOT
install and use one copy of the Software on one Server having a minimum configuration as set out in Schedule A. ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT DAMAGES,THE ABOVE LIMITATION MAY
A Server License includes the right to use a single Client Workstation for administration purposes.N the Customer NOT APPLY TO YOU,THE CUSTOMER.
wishes to:(a)access the Software utilizing more than one administrative Client Workstation or any other additional 8.3 LIMITS ON LIABILITY-EXCEPT WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT,PERSONAL
networked equipment(either by way of a local area network or a wide area network,including but not limited to INJURY,OR DAMAGE TO TANGIBLE PROPERTY,IF FOR ANY REASON CSS BECOMES LIABLE TO CUSTOMER
Intranet use),the Customer must acquire the requisite number of Client Workstation Licenses;or(b)access the OR ANY OTHER PARTY FOR ANY DIRECT OR OTHER DAMAGES FOR ANY CAUSE WHATSOEVER,AND
Software through the Internet using the Web Server and a browser or the Class Web Client Software(if same is REGARDLESS OF THE FORM OF ACTION(IN CONTRACT OR TORT),INCURRED IN CONNECTION WITH THIS
licensed by the Customer hereunder),the Customer must acquire a Web Server License. AGREEMENT OR THE SOFTWARE,THE AGGREGATE LIABILITY OF CSS FOR ALL DAMAGES,)INJURY,AND
3.2 Client Workstation Licenses-The number of Licensed Workstations on a kcal or wide area network Including an LIABILITY INCURRED BY CUSTOMER AND ALL OTHER PARTIES SHALL BE LIMITED TO AN AMOUNT EQUAL TO
Intranet which may be utilized to access the Software on the Server Is set out on the face of this Agreement. THE LICENSE FEES PAID TO CSS FOR THE SOFTWARE WHICH GAVE RISE TO THE CLAIM THEREFORE.
3.3 Web Server License-It the Customer purchases a Web Server license,it may also allow access by an unlimited 8.4 SEPARATE ENFORCEABILITY-SECTIONS 8.1,8.2,8.3 AND 8.4 ARE TO BE CONSTRUED AS SEPARATE
number of the public to the Web Server through the Internet utilizing Internet Explorer 4.0+or Netscape Navigator PROVISIONS AND SHALL EACH BE INDIVIDUALLY ENFORCEABLE.
4.0+browsers.
3.4 Class Web Client Software License-The number of copies of the Class Web Client Software which may be used 9.TERMINATION
on Web Clients is set out on the face of this Agreement. 9.1 Termination-This Agreement shall terminate in each of the following events:(a)at the option of either party if
3.5 Intellectual Property-The Customer may not reverse engineer,disassemble or decompile any Software or the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to
prepare derivative works thereof.Customer shall not copy,(except for archival and backup purposes)transfer, remedy the default within 30 days after receiving written demand therefor;or(b)at the option of CSS Nthe
display,or use the Software except as expressly authorized in this Agreement.Customer must acquire additional Customer breaches any one of sections 2,41 or 5 of this Agreement,provided that the right of termination shall be
Server,Client Workstation or Web Server licenses,or license upgrades upon payment to CSS of the then in addition to all other rights and remedies available to the parties for default orwrongdoing by the other.
designated fee. 9.2 Suspension of Obligations-N either party should default in the performance or observance of any of its
3.6 Installation-The Customer may install one copy of the Software,on one Server per Server License and install obligations hereunder,then,in addition to a0 other rights and remedies available to the no&defaufting party,the
the client portion of the Software on one administrative Client Workstation.The Customer may install the client non-detauking party may suspend performance and observance of any or all its obligations under this Agreement,
portion of the Software and access the Software,or portion thereof from additional Client Workstations upon the without liability,until the other party's default Is remedied,but this section shall not permh the Customer to
Customer obtaining the requisite number of Client Workstation Licenses.The License may Install the web server suspend its obligation to make payments owing in respect of the Software.
software on a duly Licensed Web Server upon obtaining the Web Server License. 9.3 Return of Software-In the event of termination of this Agreement by either party,Customer shall Immediately
3.7 License Upgrade to Increased Number of Servers,Workstations or Web-Customer may increase the number of return to CSS all Software and any copies thereof and certify In writing to CSS that it has done so.
Licensed Servers,Client Workstations,and Web Client Software authorized hereunder by paying to CSS the then 9.4 In the event no funds or insufficient funds are appropriated by Customers governing body for any payments due
prevailing list prices less any discounts that may be available to Customer at such time for such additional hereunder in respect of any future fiscal period of the Customer,Customer will notiy CSS of such occurrence within 5
Servers,increased number of Client Workstations or Web Servers. business days of becoming aware of such decision and thereafter this Agreement shall terminate on the last day of the
fiscal period for which sufficient funds were appropriated,without penalty or expense to the Customer of any kind
4.SOFTWARE SUPPORT AND MAINTENANCE SERVICES whatsoever except for payments herein agreed upon for which funds have been appropriated.Without limiting the
4.1 Software Support-CSS shall provide Customer with assistance in the use of the Software under the terms and foregoing,in no case will this provision be interpreted to require that CSS refund to the Customer any amount already paid
conditions of CSS's standard Software Services Agreement. by the Customer.
4.2 Software Maintenance-CSS shall provide Customer,entering into the Class Software Services Agreement,with
all releases("Releases"as defined therein)and versions("Versions"as defined therein)commercially released by 10.GENERAL
CSS under the terms and conditions of that Software Services Agreement. 10.1 Complete Agreement-This Agreement Including the Schedules hereto constitutes the complete and exclusive
4.3 Software Customization-CSS shall provide Customer with Software customization services under the terms and statement of the agreement between CSS and the Customer,and supersedes all oral or written proposals,prior
conditions of CSS's standard Software Services Agreement. agreements and other prior communications between the parties,concerning the subject matter of this Agreement.
In the event of a conflict between the terms of this head Agreement and the Schedules hereto,the terms of this
5.CHARGES AND PAYMENTS Agreement shall prevail.
5.1 Software License Fee-The charges and payments applicable to the use of the Software by the Customer are set 10.2 Force Majeure-Dates or times by which either party ta required to perform under this Agreement,excepting
out on the face of this Agreement. the payment of any fees or charges due hereunder,shall be postponed automatically to the extent that any party Is
5.2 Software Support and Maintenance Fees-The charges and payments applicable to the software support services prevented from meeting them by causes beyond its reasonable control.
and the maintenance services under this Agreement,are set out in the Class Software Services Agreement. 10.3 Notices-All notices and requests in connection with this Agreement shall be given or made upon the
5.3 Taxes and Other Charges-The Customer shall pay all shipping 6 handling costs and all applicable sales,use, respective parties in writing and shall be deemed given as of the third day following the day the notice Is faxed,
withholding and excise taxes,and any other assessments against the Customer in the nature of taxes,dales or providing a hard copy acknowledgment of such successful faxed notice transmission Is retained.Notice may also
charges however designated on the Software or its license or use,on or resulting from this Agreement,exclusive be deposited in the Canadian mails,postage pre-paid,certified or registered,return receipt requested,and
of taxes based on the net income of CSS. addressed to the other party at the address set out on the face hereof.
10.4 Governing Law-This Agreement and performance hereunder shall be govemed by the taws of the Province or
6.OWNERSHIP OF SOFTWARE State where the Application Server is situate excepting in the case of Louisiana when the taws of California shall
apply,or in the case of Quebec when the laws of Ontario,Canada shall apply.
10.5 Non-Assignable-This Agreement is rat assignable by the Customer.Any assignment shall be void.
10.6 Survival-Sections 5,6,8,and 10 of this Agreement shall survive termination and expiration of this
Agreement.
10.7 U.S.Government Restricted Rights-The Software and documentation are provided with restricted rights.Use,
duplication,or disclosure by the U.S.Government 15 subject to restrictions as set forth in subparagraph OltXii)of
The Rights in Technical Data and Computer Software clause at DFARS 252227.7013,or subparagraphs®(1)and(2)
of the Commercial Computer Software-Restricted Rights at 48 CFR 52227.19,as applicable.The Contractor/
Manufacturer is Class Software Solutions Ltd.,Suite 300,6400 Roberts Sired,Burnaby,British Columbia,Canada,
V5G 4C9.
Page 2 of 2
City of Fort Worth, Texas
"agor And lZou"I"R communicalflon
DATE REFERENCE NUMBER LOG NAME PAGE
7/17/01 **P-9417 1 0001-0225 1 of 3
SUBJECT LEASE/PURCHASE AGREEMENT FOR SOFTWARE, HARDWARE, TRAINING,
INSTALLATION AND MAINTENANCE FROM CLASS SOFTWARE SOLUTIONS, LTD.
AND IBM CREDIT CORPORATION FOR THE PARKS AND COMMUNITY SERVICES
DEPARTMENT
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the purchase of software, hardware, software annual support, systems installation
services, maintenance and user training from Class Software Solutions, Ltd. for the Parks and
Community Services Department using the State of Texas Catalogue purchasing procedures for an
estimated cost of$237,755; and
2. Authorize financing of the software licenses for 60 months and a portion of hardware associated
with the project for 36 months through IBM Credit Corporation for a cost of financing not to exceed
$17,491 and utilizing State of Texas Catalogue purchasing procedures; and
3. Authorize this software annual support and training agreement to begin October 1, 2001, and expire
September 30, 2002, with options to renew for four successive one-year periods.
DISCUSSION:
PROJECT SCOPE - The Parks and Community Services Department (PACS) will utilize this software
system for program and facilities management at its 17 community centers, Haws Athletic Center, and
parks reservations. The Class software system will provide the necessary software for program
registration, facility booking, membership and pass management (ID cards), sport scheduling,
credit/debit card payment processing, report customization and program registration via the internet. In
addition, citizens will also be able to register for community center programs through an Interactive
Voice Response (IVR) System via telephone.
The hardware component of the project supports the membership and pass management function (ID
card color printers, digital camera and card scanning equipment) as well as the IVR System. Class
Software Solutions, Ltd. will provide turnkey installation services (including expenses), 30 days of onsite
user training, and technical support to include software upgrades and new releases.
;The;,:annual operating cost to the vendor is $25,448 for software maintenance and support, and the
,estmbted Post for the Information Technology Solutions Department and the phone line provider is
` `44ANCING - All the software licenses and most of the hardware for this project can be financed
thTugh,IBM Credit Corporation. The benefit of this is to reduce the up-front funding requirements
"fS 'cess fi, to. implement the project. IBM Credit Corporation's rates are 5.79% for both the software
,ar5� '*;P;vare, for a total additional cost to the project of $17,491. The non-financed total will be paid to
Class Software Solutions, Ltd. upon delivery of the system.
City of Fort Worth, Texas
"Javoir and Council comm"Weation
DATE REFERENCE NUMBER LOG NAME PAGE
7/17/01 **P-9417 0001-0225 2 of 3
SUBJECT LEASE/PURCHASE AGREEMENT FOR SOFTWARE, HARDWARE, TRAINING,
INSTALLATION AND MAINTENANCE FROM CLASS SOFTWARE SOLUTIONS, LTD.
AND IBM CREDIT CORPORATION FOR THE PARKS AND COMMUNITY SERVICES
DEPARTMENT
The components and financing are outlined below:
Financed Non-Financed Total
Class software licenses for entire system $ 92,147 -0- $ 92,147
Hardware $ 64,410 $ 4,250 $ 68,660
Software annual support -0- $ 25,448 $ 25,448
System installation services -0- $ 14,000 $ 14,000
User training -0- 37,500 37,500
Sub-total $156,557 $ 81,198 $237,755
Financing Cost 17,491
Total Project Cost $255,246
The current year fiscal impact of the purchase will be $88,542, including the non-financed payment and
approximately two months of financed payments.
SELECTION/EVALUATION - As previously reported to the City Council, off-the-shelf software
programs are being purchased when market availability dictates cost effectiveness.
PACS evaluated RecTrac, Vermont System (RecWare), A. E. Klawitter, and Escom (Class Software
Solutions, Ltd.) facility management systems. It was determined that the features and functionality
provided in the Class system better met the functional needs of PACS.
PACS also contacted other municipal parks departments using facility management software, and
Class Software Solutions, Ltd. was the overwhelming choice of the departments surveyed.
STATE CATALOGUE - Class Software Solutions, Ltd. is designated as a Qualified Information System
Vendor by the State of Texas. Under Section 271.083 of the Texas Local Government Code, a local
government satisfies otherwise competitive bidding requirements when it makes a purchase through
the State of Texas General Service Commission Catalogue purchasing procedure established by
Section 2157.061 of the Texas Government Code. The City will comply with the procedure of the
purchase agreement authorized under this Mayor and Council Communication.
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 and services is
from sources where subcontracting or supplier opportunities are negligible.
RENEWAL OPTIONS - This agreement may be renewed for up to four successive one-year terms at
the City's option. This action does not require specific City Council approval, provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
City of Fort Worth, Texas
"011jor and Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
7/17/01 **P-9417 0001-0225 3 of 3
SUBJECT LEASE/PURCHASE AGREEMENT FOR SOFTWARE, HARDWARE, TRAINING,
INSTALLATION AND MAINTENANCE FROM CLASS SOFTWARE SOLUTIONS, LTD.
AND IBM CREDIT CORPORATION FOR THE PARKS AND COMMUNITY SERVICES
DEPARTMENT
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated,
of the General Fund.
CB:k
BQN/01-0225/JRC
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECiiiTARY
Office by: (to)
APPROVED
Charles Boswell 8511 CRY COUNCIL--
Originating Department Head: ;.
JUL 17 2001
Jim Keyes 8517 (from)
GG01 537070 0801000 $160,807.00 . l7Ga.t �
Additional Information Contact: GG01 522500 0801000 $ 76,948.00 ClySecteta
Vii.&`WvvIY: . ,
Robert Combs 8357