HomeMy WebLinkAboutContract 27036 Class Software Solutions Ltd.
Suite 300,6400 Roberts Street,Burnaby,B.C.Canada V5G 4C9
t:1.800.661.1196 f:604.432.9708 class@classinfo.com www.classinfo.com CITY SECRETARY
CONTRACT NO.
ClasS TM SOFTWARE SERVICES AGREEMENT
Product or Service Description Cost
1. Annual Software Support&Updates—Basic(see attached table) $25,448
Preferred Renewal Date(Optional) (mm,dd,yyyy)
2. Annual Software Support&Updates-Premium
3. Consulting Services(8 days @$1,750 inclusive of expenses-refer to note 6) $14,000
4. On-site Education or Training(80 days 4$1,250 inclusive of expenses—refer to note 6) $37,500
5. Regional Training Classes
6. Other Services or Fees
Total Cost $76,948
Payment Terms
1. The annual cost for the Software Support&Maintenance service shall be payable annually in advance and is due on the Support
Start Date and thereafter on the annual anniversary of the Support Start Date.Overdue invoices shall bear interest at 1 %per
month, 12.56%per annum.The Customer may elect to have the initial amount due be prorated from the Support Start Date to the
Preferred Renewal Date(by indicating a Perferred Renewal Date above)at which time the annual renewal fee will be due and
payable in accordance with the terms of this Agreement.
2. The Customer shall pay for all Class Software Solutions Ltd.(CSS)out-of-pocket expenses or disbursements at CSS's then
prevailing rates.
3. On each annual anniversary of the date this Agreement is effective,CSS may increase the charges for support and maintenance
provided that any increase in support charges from one year to the next does not exceed ten(10)percent of the net support fees
(excluding increases due to licensing of new modules or additional workstations).
4. The Customer shall pay CSS on a time and materials basis at CSS's then prevailing rates upon invoice,for any Consulting Services
which shall include Software customization services and corrections of any problems with the Software not covered by Warranty,
Support or Maintenance.
5. The Customer shall pay all shipping&handling charges,applicable sales,use,withholding and excise taxes,and any other
assessments against the Customer in the nature of taxes,duties or charges however designated on the Software,the Services or
its license or use,on or resulting from this Agreement,exclusive of taxes based on the net income of CSS.
6. Expenses include airfare,accomodations,car rental,and per diem. Minimum of 4 days per trip.
The Undersigned,as the Customer acknowledges that this Software Services Agreement between the Customer and Class Software
Services(CSS)is the exclusive statement of the respective parties obligalrons with respect to Class software services relative to the
Class Software.By signing this Agreement,Customer acknowledges that it has read,yade nd and are agreeing to become bound by
the terms of this Agreement and any attachment.
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Table-Software Support& Maintenance Fees
Module Module Unit Nos.of Server, Total Total
Price Wkstn.or Web Module Support
Licenses List Price Cost
L Program Registration $1,495 9 $13,455 $3,364
ii. Facility Booking $1,495 9 $13,455 $3,364
iii. Membership&Pass Management $1,495 19 $28,405 $7,101
iv. Sport Scheduling $1,495 2 $2,990 $748
V. FlexReg $1,495 4 $5,980
vi. QuickRez $1,495 4 $5,980 $1,495
vii. Point of Sale&Site-based Inventory $1,495
viii. Credit/Debit Card Payment Processing(minimum 4 licenses) $495 4 $1,980 $495
ix. Cash Collections/Remittance Processing $4,495
x. Internet Program Query(serer) N/C 1 $0 $0
A. Internet Program Registration $595 13 $7735 $1,934
xii. Internet Facility Inventory Query(server) N/C 1 $0 $0
xiii. Internet Facility Availability&Reservation $595
xiv. IVR-Registration&Voice Info(min.4 lines) $1,495 12 $17.940 $4,485
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 $99
xviii. Report Customization(Crystal Run-time) $295 5 $1,475 $369
xix. External Interfaces Module(server) $2,495 1 $2,495 $499
Total Annual Support Cost $25,448
Class Software Services Agreement Page 2 MINI
PART 1 - DESCRIPTION OF LEVELS OF SUPPORT
Levels of support available:
1. Support Services,Fees,and Rates
1.1. Basic Support
Basic Support includes the following:
• unlimited toll free telephone support between 6:00 am and 5:30 pm Pacific Standard Time(PST)Mon—Fri and
• unlimited dial-in access support(see Notes a,b and c below for qualification)for"system down"issues only between
the extended hours of 5 a.m.- 6 a.m.(PST)weekdays and 5:00 a.m.—11:00 p.m.(PST)Saturday and Sunday
Maintenance
• limited report customization&query support(those calls that can be dealt with in less than 15 minutes will be non-
billable)
• regular documentation,communications and updates provided to the Customer
• access to CSS's secure Web site
• software upgrades and new releases
Note:
a) Qualifying sites must have direct dial-in and Internet e-mail capability for Extended Support hours.
b) Support calls placed during Extended Support hours must be placed through an authorized contact person.
c) Extended Support is available for"system down"problems only that result in the Customer's inability to fulfill critical
business functions(i.e.those pertaining to core functionality such as processing registrations,memberships,rentals)and
that have no reasonable work-around. All other calls—including all calls related to upgrades—placed by the Customer
within Extended Support hours(5—6 AM and 5:30 PM—11:00 PM Monday—Friday,and 5 AM—11 PM Saturday and
Sunday)will be billable on the basis of time and materials($250 per incident up to one hour,$125 per hour thereafter).
1.2. Premium Support
Premium Support includes the following:
• the same services as Basic Support but is also available during extended hours and includes upgrades
Note:
a) Qualifying sites must have direct dial-in and Internet e-mail capability for Extended Support hours.
b) Qualifying sites must be on prevailing support fee structure.
c) Support calls placed during extended Support hours must be placed through an authorized contact person.
1.3. Holiday Hours
The CSS Support Desk will be open with reduced staff on the following Canadian statutory holidays:Good Friday;Victoria Day
(31d Monday in May);Canada Day(July 1St);BC Day(1St Monday in August);Thanksgiving(2nd Monday in Oct);Remembrance
Day(November 11); Boxing Day(December 26). On the following holidays,the CSS Support Desk will be closed:New Year's
Day,Christmas Day,Labor Day(1St Monday in September).
Class Software Services Agreement Page 3 08/16/01
PART 2-TERMS AND CONDITIONS
1. SCOPE advise the Customer that either an error does not exist,or confirm that one
1.1 Customer desires to obtain software Support,Maintenance and does exist as soon as reasonably possible and what, if any, work-around
Consulting services for the Software from CSS and CSS is willing to provide exists. Errors shall be deemed to be any design or programming error in the
such support and services in accordance with the terms and conditions of Class Software attributable to CSS which prevents the Class Software from
thisagreement. substantially complying with the functionality as set out in the user
documentation (on-line or hard-copy)delivered with the Class Software and
2. DEFINITIONS which materially affects the use, function or performance of the Class
2.1 "License Agreement"shall mean the agreement,entered into by CSS Software.When errors are confirmed,CSS will use commercially reasonable
and Customer governing the provision of Software by CSS to Customer,and efforts to correct such errors and provide Customer with a correction or service
the terms and conditions of use thereof. pack for the Class Software as soon as it is practical in CSS's sole discretion.
New Releases and Versions are provided as part of the software code
2.2 "Software"shall mean the software in executable form and associated maintenance services and automatically offered to Customers subscribing for
documentation and materials as specified in the License Agreement and any either Basic or Premium Support.
future Versions or Releases thereof and for which Customer wishes to obtain
support,maintenance,training,consulting or other Software services as 5. CONSULTING SERVICES
specified in this Software Services Agreement. Consulting services will be billable to the Customer at the CSS standard rates
then in effect for such services.
2.3 "Release"shall consist of releases,updates,patches,revisions,and 5.1 Consulting Rates as set out in the Class Service Rates Exhibit are valid
bug/permanent fixes or temporary bypass solutions to verified problems, for a period of six(6)months from the date this Agreement is signed.Any days
commercially released by CSS during the term of this Agreement,to a specified in the agreement that are used after the initial six months has
particular software version which provides enhancements and error expired,will be billed at the new prevailing rate.
corrections. New Releases shall be denoted by a change to the version
number to the right of the decimal point such as from Release 1.1 to Release 5.2 In situations where expenses are not already included in the travel rate,
1.2. the amount billable to the Customer is based on the guidelines in CSS's travel
and expenses policies as set out in the Class Service Rates Exhibit.
2.4 "Version"shall consist of new functionality and improvements relative 5.3 CSS will provide limited assistance with report customization and the
to the Software. New versions shall be denoted by a change to the version development of custom queries where such can be provided in fifteen(15)
number to the left of the decimal point such as from Version 1.0 to Version 2.0. minutes or less. Full customization service will be as Consulting Services.
2.5 "Support"shall mean the ongoing support and problem resolution to 6. ASSIGNMENT OF PRIORITIES FOR SUPPORT ISSUES
assist the Customer in the use of the Software as described in Part 1 of this
agreement.It may include but is not limited to response to inquiries regarding 6.1 New support incidents are assigned one of the following four priority
the operation,installation,administration and general technical assistance levels,each with its respective standard completion target:
requested by Customer.
Call Priority Level Description Standard
2.6 "Maintenance"shall mean the provision of software maintenance as Completion
described in Section 4.1.It may include but is not limited to the packaging and Target
distribution of multiple permanent fixes into a consolidated Maintenance A—Down Fatal issues that result in the Within 12 hours.
Release. Customer's inability to fulfill critical
2.7 "Consulting Services"shall mean all services for process reviews, business functions(i.e.those
advice,software modifications,customizations and enhancements as well as pertaining to core functionality
any services rendered by CSS at the Customer's request which are not such as processing registrations,
covered by any CSS warranty,Support or Maintenance obligations contained memberships,rentals)and that
in the Class Software License or this Agreement or described as excluded have no reasonable work-around.
services under Exhibit'A'Section 2. B—Urgent Serious issues significantly Within 24 hours.
impacting use of system but do
2.8 "Installation Date"shall mean the first time the consultant is on site to not prevent core functions(such
install,set up or configure the Class Software or upon Customer install of the as processing registrations,
Class Software. memberships,rentals)from being
fulfilled.
2.9 "Support Start Date"shall mean ninety(90)days from the Installation C—Normal All other issues,except those Within 36 hours.
Date. classified as D(Low).
D—Low Issues that are not time-sensitive None
3. SOFTWARE SUPPORT SERVICES or may be undertaken as
3.1 CSS shall provide Support,as applicable provided that CSS shall fully customer service initiatives outside
support the current Release of the Software in effect from time to time and the the scope of the Software
Release of Software which immediately precedes any particular current Services Agreement.
Release for twelve(12)months.Support services will not be provided for any
non-current Version or Release after twelve (12) months from the date of Customer shall request a ranking of the call priority when initially
issuance of the current Version or Release. Customer shall use best efforts to reporting the incident.Should there be any disagreement over the priority
upgrade to the then current Release or Version of the Software at the earliest assigned to a particular incident,or any other aspect of its handling,by
opportunity. CSS support staff,Customers are encouraged to first speak directly to
the support representative dealing with the issue in order to arrive at an
4. MAINTENANCE SERVICES acceptable solution. In cases where escalation is desired or necessary,
4.1 Upon receipt of notification from Customers authorized personnel of an please contact the Supervisor,Support Services with any concerns you
apparent error or problem with the Class Software, CSS will use may have(phone 1.800-663-4991).
commercially reasonable efforts to promptly investigate the issue, and to
Class Software Services Agreement Page 4 08/16/01
7. CUSTOMER Examples of non-CSS related services include:
7.1 Customer shall:
(a) ensure that at least one current staff person has been fully trained • General network support-for example network access,printing,
on the Software.CSS shall provide Customer with training in the backup&restoration
use of the Software in consideration for the payment of a training 0 PC hardware trouble shooting
fee at CSS's then current per prevailing service rates.
(b) designate by written notice a single site and single person as the e setup,configuration and optimization
N
• Ne
point of contact for Support. The location of the designated site Network operating system configuration and functionality
may be changed upon 14 days prior notice by the Customer;and • Basic Windows functionality(e.g.using File Manager or Explorer)
(c) provide particulars of system configuration in sufficient detail to • Modem configuration&setup
allow CSS to provide Support and Maintenance to Customer. a Data corruption due to lack of disk space
(d) Provide adequate education and training facilities,including 0 Loss of supervisor or other password
CSSroom,networked PCs(at least one for every 2 participants),
networked printing capability,computer display/projector,flip chart 10. CHANGES IN SOFTWARE
or white board and markers. 10.1 The Customer shall not change or modify the Software without the prior
written consent of CSS,which consent shall not be unreasonably withheld.
8. EXCLUDED SUPPLIES AND SERVICES Any unauthorized change,reconfiguration or modification of the Software may,
8.1 The following supplies and services are excluded from Support and at CSS's option,render this Agreement void.
Maintenance and shall be deemed to be Consulting Services provided under 10.2 Any modifications or enhancements to the Software contracted for or by
section 5.1: the Customer may lead to an increase in the annual Support fees.
(a) services which are required to remedy problems that stem from
changes to or defects in System Configuration upon which the 11. ACCESS TO SYSTEM
Software was initially installed; 11.1 Subject to the security requirements of the Customer,CSS or its
(b) services which are required to remedy problems which do not designated representative,shall have 24 hour access to the Customers
stem from any defect in Software; system,at no cost to CSS,to enable CSS or its designated representative to
(c) services which are required to remedy problems caused by lack of
training of Customer's personnel improper treatment or use of the perform any of the obligations placed upon CSS by this Agreement.
Software; 11.2 Customer shall provide,at no cost to CSS:
(d) full report customization service as contemplated in Section 5.3; a) sufficient space required by CSS to perform the services
and hereunder;and
(e) services described in Sections 9.3,9.4 and 9.5. b) office supplies and services such as,photocopying,facsimile and
9. FEES AND PAYMENT telephone(excepting long distance voice automation);
c) access to a telephone circuit by-passing all internal
9.1 In consideration of the Support and Maintenance provided hereunder, telecommunications equipment of Customer,at any hour of the
Customer agrees to pay CSS the fees in accordance with the CSS Support day,in order to facilitate the performance of the obligations placed
fees then in effect.The CSS Support and Maintenance Rates in effect as of upon CSS by this Agreement,including the remote diagnosis and
the date of this Agreement are set out in the table attached hereto and are correction of errors in the Software;and
subject to change in accordance with this Agreement. In the event the d) a modem and PC AnywhereTMr software to allow dial up access
Customer acquires additional license for additional Servers, Client and install it to allow CSS to remotely diagnose and correct errors
Workstations or CSS Web Client Software or components of the CSS in the Software.
Software, Customer agrees to pay CSS the additional Support and
Maintenance fees in the applicable amounts prorated from the date of The Customer shall bear the agreed upon cost,including all out-of-pocket
purchase of such Licenses to the Support Renewal Date.Payment shall be in expenses,associated in providing the above items.
accordance with the payment terms set out on the face of this Agreement.
Unless specifically stated otherwise, all payments and references to dollar
amounts in this Agreement shall be in U.S.currency. 12. OWNERSHIP OF SOFTWARE
9.2 Multiple CSS Database Support 12.1 Retention of Rights by CSS-All proprietary and intellectual property
Basic and Premium Support rates are for a single live database. For each rights,title and interest including copyright in and to the original and all copies
additional live database a surcharge of 25%of net support fees will apply, of the Software and the documentation or any changes or modifications made
The surcharge does not apply to trainer databases. to the Software or related documentation shall be and remain that of CSS or
its licensor as the case may be. Customer has no proprietary and intellectual
9.3 Time and Materials Support property rights,title or interest in or to any or related documentation except as
Consulting Services fees as set out in the Class Software Service Rates granted herein and Customer shall not at any time whether before or after the
Schedule will be applicable in cases where the Customer chooses to opt out of termination of this Agreement contest or aid others in contesting,or doing
the yearly maintenance agreement. New releases of CSS will be available in anything which otherwise impairs the validity of any proprietary and intellectual
such circumstances for 40%of prevailing Total Module Cost. property rights,title or interest or CSS in and to any Software or related
documentation.
9.4 Hardware Support 12.2 Intellectual Property Indemnity-CSS shall defend or settle any claim
Maintenance,operation,and troubleshooting of card printers,POS made or any suit or proceeding brought against Customer insofar as such
peripherals,scanners,etc.,purchased through or from CSS remains the claim,suit or proceeding is based on an allegation that any of the Software
responsibility of the Customer unless the site chooses to purchase hardware supplied to Customer pursuant to this Agreement infringes the proprietary and
support at 10%of list price of hardware covered(minimum$500). intellectual property rights of any third party in or to any invention,patent,
copyright or any other rights,provided that Customer shall notify CSS in writing
9.5 Non CSS related Issues Support promptly after the claim,suit or proceeding is known to Customer and shall
Support for non-CSS related services will be limited to helping to isolate the give CSS information and such assistance as is reasonable in the
problem source,or providing troubleshooting advice,where this can be done circumstances. CSS shall have sole authority to defend or settle the same at
in fifteen minutes or less. Where the problem cannot be solved within fifteen CSS's expense. CSS shall indemnify and hold Customer harmless from and
minutes,support of non-CSS related problems will be available as Consulting against any and all such claims and shall pay all damages and costs finally
Services. agreed to be paid in settlement of such claim,suit or proceeding. This
Class Software Services Agreement Page 5 08/16/01
indemnity does not extend to any claim,suit or proceeding based upon any OR DAMAGE FOR PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY RESULTING FROM THE SOLE
infringement or alleged infringement of copyright by the combination of the NEGLIGENCE OFCSS'S.
Software with other elements not under CSS's sole control nor does it extend 13.6 LIMITSONUABILI -IF FOR ANY REASON,CSS BECOMES LIABLE TO CUSTOMER OR ANY
to any Software altered by Customer either by enhancement or by OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER,AND
combination with product(s)of the Customers design or formula.The REGARDLESS OF THE FORM OF ACTION(n cmW or tort),EXCEPTING LIABILITY FOR PERSON INJURY
foregoing states the entire liability of CSS for proprietary and intellectual OR DAMAGE TO TANGIBLE PROPERTY,INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE
proprietary rights infringement related to the Software. If the Software in any RELEASES OR SERVICES,THEN:
claim,suit or proceeding is held to infringe any proprietary or intellectual
property rights of any third party and the use thereof is enjoined or,in the case (A) THE AGGREGATE LIABILITY OF CSS FOR ALL DAMAGES,INJURY,AND LIABILITY INCURRED BY
of settlement as referred to above,prohibited,CSS shall have the option,at its CUSTOMER AND ALL OTHER PARTIES IN CONNECTION WITH THE VERSIONS OR RELEASES OR
own expense,to either(i)obtain for Customer the right to continue using the SERVICES,SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE CHARGES ASSOCIATED WITH THE
infringing item,or(ii)replace the infringing item or modify it so that it becomes PROVISION OF SUCH VERSION OR RELEASE OR SERVICE PND TO CSS FOR THE RELEASESOR
non-infringing;provided that no such replacement or modification shall SERVICESWHICH GAVE RISE TO THE CLAIM FOR DAMAGES;AND
diminish the performance of the Software.
(B) CUSTOMER MAY NOT BRING OR INITIATE ANY ACT OR PROCEEDING AGAINST CSS ARISING OUT
12.3 Notices-Customer shall not obliterate,alter or remove any proprietary OF THIS AGREEMENT OR RELATING TO RELEASES OR SERVICES MORE THAN TWO YEARS
or intellectual property notices from the Software and to the extent this AFTER THE CAUSE OF ACTION HAS ARISEN.
Agreement permits Customer to make copies of the Software,Customer shall IaT SEPARATE ENFORCEABILITY-SECTIONS 13.3,13,4,13.5 AND 13.6 ARE TO BE CONSTRUED AS
reproduce such notices as they appear on the Software.
SEPARATE PROVISIONS AND SHALL EACH BE INDIVIDUALLY ENFORCEABLE.
12.4 Archive Copies-Customer shall be entitled to copy the Software and
Releases for archive purposes,but only if Customer first ensures that all 14. TERM
copies it makes of the Software under this section include screen displays of 14,1 Term-The term of this Agreement shall commence on the Support Start
CSS's proprietary or intellectual property notices as recorded on the original Date and,subject to termination as provided herein,shall continue for a term
copy provided by CSS,and Customer shall affix a label to each disk,reel or of one year;after which it shall be automatically renewed for subsequent one
other housing for the medium on which each copy is recorded setting out the year terms on the same terms and conditions as set out herein(with the
same proprietary or intellectual property notices as such appear on the unit of exception of the fees payable which may be revised by CSS in accordance
Software from which the copy is made in the same manner. with this Agreement)upon CSS rendering an invoice therefor unless
terminated by the Customer one hundred and twenty(120)days prior to the
13. WARRANTY annual renewal date.
13.1 Limited Warranty of Versions and Releases-CSS warrants that each
Version or Release supplied hereunder shall perform in accordance with the 15. TERMINATION
functional specifications as set out in the documentation to such Version or 15.1 Termination-This Agreement shall terminate in either of the following
Release provided for 30 days following installation and use thereof. CSS's events:
sole obligation and liability hereunder shall be to use reasonable efforts to
remedy any such functional non-conformance which is reported to CSS in (a) at the option of either party if the other party materially defaults in the
writing by Customer within the warranty period. In the event such non- performance or observance of any of its obligations hereunder and fails
conformance is unable to be remedied by CSS,using reasonable efforts,CSS to remedy the default within 30 days after receiving written demand
shall,in its sole discretion,refund to Customer the charges and payments therefor;or
associated with the provision of the Version or Release to the Customer and (b) at the option of either party it the other party becomes insolvent or
use reasonable efforts to find a replacement and this Agreement will be bankrupt or makes an assignment for the benefit of creditors,or K a
automatically terminated. receiver or trustee in bankruptcy is appointed for the other party,or if
any proceeding in bankruptcy,receivership,or liquidation is instituted
13.2 Limited Warranty of Services-CSS warrants that all services shall be against the other party and is not dismissed within 30 days following
performed in full conformity with the Agreement,with the skill and care which commencement thereof;or
would be exercised by those who perform similar services at the time the (c) 60 days after non receipt of payment of annual fees by Customer for
services are performed,and in accordance with accepted industry practice.In CSS as specified by this Agreement
the event of a breach of the express warranties contained herein and/or in the
event of non-performance and/or failure of CSS to perform the services in provided that the right of termination shall be in addition to all other rights and
accordance with the Agreement,CSS shall,at no cost to Customer,re-perform remedies available to the parties for default or wrong-doing by each other.
or perform the services so that the services conform to the warranties.
15.2 Suspension of Obligations-If either party should default in the
13.3 SPECIFIC EXCLUSION OF OTHER WARRANTIES-THE WARRANTIES SET OUT IN SECTION 13.1 performance or observance of any of its obligations hereunder,then,In
AND 13.2 ARE IN LIEU OF ALL OTHER WARRANTIES,AND THERE ARE NO OTHER WARRANTIES, addition to all other rights and remedies available tc the non-defaulting
REPRESENTATIONS,CONDITIONS OR GUARANTEES OR ANY KIND WHATSOEVER,EITHER EXPRESS OR party,the non-defaulting party may suspend performance and
IMPLIED BY LAW(in oonW or tort)OR CUSTOM,INCLUDING,BUT NOT LIMITED TO THOSE REGARDING observance of any or all its obligations under this Agreement,Without
MERCHANTABILITY,FITNESS FOR PURPOSE,CORRESPONDENCE TO SAMPLE,TITLE,DESIGN, liability,until the other party's default is remedied,but this Section shall
CONDITION,OR QUALITY.WITHOUT LIMITING THE ABOVE,CSS DOES NOT WARRANT THAT THE not permit the Customer to suspend its obligation to make payments
RELEASES SHALL MEET THE REQUIREMENT OF CUSTOMER OR THAT THE OPERATION OF RELEASES owing in respect of Support and other Software Services.
SHALL BE FREE FROM INTERRUPTION OR ERRORS. 15.3 In the event no funds or insufficient funds are appropriated by
Customers governing body for any payments due hereunder in respect
13A RESTRICTIONS ON WARRANTY-CSS SHALL HAVE NO OBLIGATION TO REPAIR OR REPLACE of any future fiscal period of the Customer,Customer will notify CSS of
RELEASES DAMAGED BY ACCIDENT OR OTHER EXTERNAL CAUSE,OR THROUGH THE FAULT OR such occurrence within 5 business days of becoming aware of such
NEGLIGENCE OF ANY PARTY OTHER THAN CSS. decision and thereafter this Agreement shall terminate on the last day of
the fiscal period for which sufficient funds were appropriated,without
13.5 NO INDIRECT DAMAGES-IN NO EVENT SHALL CSS BE LIABLE TO CUSTOMER OR TO ANYOTHER penalty or expense to the Customer of any kind whatsoever except for
PARTY FOR INDIRECT DAMAGES OR LOSSES(In cmM or tort)IN CONNECTION WITH VERSIONS OR payments herein agreed upon for which funds have been appropriated.
RELEASES OR SERVICES OR THIS AGREEMENT,INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST Without limiting the foregoing,in no case will this provision be
PROFITS,LOST SAVINGS,OR INCIDENTAL,CONSEQUENTIAL,OR SPECIAL DAMAGES,EXCEPTING LOSS interpreted to require that CSS refund to the Customer any amount
already paid by the Customer.
Class Software Services Agreement Page 6 08/16/01
16. GENERAL
16.1 Complete Agreement
This is the complete and exclusive statement of the Agreement between the
parties with respect to the subject matter contained herein and supersedes
and merges all prior representations,proposals,understandings and all other
agreements,oral or written,express or implied,between the parties relating to
the matters contained herein.This Agreement may not be modified or altered
except by written instrument duly executed by both parties.
16.2 Force Majeure
Dates or times by which either party is required to perform under this
Agreement excepting the payment of any fees or charges due hereunder shall
be postponed automatically to the extent that any party is prevented from
meeting them by causes beyond its reasonable control.
16.3 Notices
All notices and requests in connection with this Agreement shall be given or
made upon the respective parties in writing and shall be deemed given as of
the third day following the day the notice is faxed,providing hardcopy
acknowledgment of successful faxed notice transmission is retained. Notice
may also be deposited in the Canadian mails,postage pre-paid,certified or
registered,return receipt requested,and addressed to the parties as indicated
on the face of this Agreement:
16.4 Governina Law
This Agreement and performance hereunder shall be governed by the laws
for the Province or State where the Class Software is situated,excepting in
the case of Louisiana when the laws of California shall apply,or in the case of
Quebec when the laws of Ontario,Canada shall apply.
16.5 Non-Assignment
This Agreement is not assignable by the Customer. Any assignment shall be
void. CSS may assign its support or maintenance obligations under this
Agreement to CSS's system integrators or resellers.
16.6 Survival
Sections 9,12,13,and 16 shall survive termination and expiration of this
Agreement.
Class Software Services Agreement Page 7 08/16/01
Exhibit A—Class Software Service Rates
1. Services Rates Database Administrator-The Customer should have in-house database
a) Basic Support—25%of prevailing software list price. expertise in the database platform used by the Class application,as
Minimum$1,500 fee applicable. demonstrated either by certification or course work,or by equivalent
Premium Support—an incremental 5%of prevailing software list experience including the ability to install,maintain,backup and restore,
price. Minimum fee of$500 over and above the Basic troubleshoot,and optimize the database environment. It is expected
Support fee. that where Customer qualifies for the Accreditation Discount,the
Training&Education-$750 per day plus expenses(limit 5 people Customer assumes full responsibility for maintaining the database
per session,$100 per person thereafter) environment and the involvement of CSS Support will be infrequent.
b) Implementation Consulting-$1000 per day Support required from CSS as a result of a failure on the part of the
c) Project Management-$1250 per day Customer to carry out these duties or to use reasonable efforts to do so,
d) Senior Technical Consulting—$1500 per day will be billable at CSS's then prevailing rates.
Note:All Service rates(c-d)are based on an 8 hour day;travel time is Network Administrator-Customer should have in-house expertise in the
$40 per hour for travel between 8am and 5pm(Mon-Fri). network operating system by which client workstations are connected to
the Class database,as demonstrated either by certification or course
2. Additional Fees and Charges work,or by equivalent experience including the ability to install,maintain,
The following table outlines additional fees and charges: troubleshoot,and optimize the network. It is expected that where the
Customer qualifies for the Accreditation Discount,the Customer
Report Customization& $200 for the first hour and$150 per assumes full responsibility for maintaining the network and the
Query Support hour thereafter involvement of CSS Support will be infrequent.
Multiple Class database 25%of net support fees per live
support for more than 1 database Class System Administrator-The Customer should have a limited
"live"database number of Class System Administrators who have been trained on all
Time and materials support $250 per incident up to one hour;$125 CSS modules licensed by the Customer,and who are available to work
per hour thereafter;new releases with other users of the software. The Class System Administrators
available at 40%of prevailing software should be able to handle most of the basic questions from the users at
list per release your organization. In the case of Class for Windows Customers—the
Hardware support 10%of list price of all units purchased Class System Administrators should be familiar with the version of
via CSS,min.$500 per site;includes Windows in use on desktop PCs,be familiar with the setup and
next business day replacement of card installation of Class on client workstations,and know the administrative
printers,POS peripherals,scanners, login and password. When it is necessary to contact the CSS Support
etc.;coverage will not be provided for Team the Class System Administrators should collect all the pertinent
partial inventories information and call the Support Team on behalf of your organization. It
Non-CSS related issues Minimum$250 per incident up to one is expected that where the Customer qualifies for the Accreditation
hour;$125 per hour thereafter. Discount,the Class System Administrators will be responsible for all
communications to the Support Team and are able to make policy
3. CSS Travel and Expense Policy: decisions for the Customer,as they would relate to CSS.
• Per diems: CSS Consultants are credited$50.00 per day for
miscellaneous expenses including meals and local
ransportation(excluding car rental).
• Car rentals: CSS Consultants rent compact cars unless
extenuating circumstances necessitate a larger or more
powerful vehicle. The rates for such vehicles generally range
from$30.00 to$60.00 per day.
• Lodging: CSS Consultants stay in accommodation that
facilitates their ability to conduct business away from home.
Required facilities include laundry,[dry cleaning],dining,and
in-room modem connections. CSS secures lodging at
corporate rates for its consultants.These rates generally range
from$75.00 to$150.00 per day.
4. Accreditation Discounts
Customers will be eligible for a 15%discount on net annual maintenance fees
should all of the following criteria be met:
• Approved dial-in access-For Class for Windows Customers,
the standard means of dial-in access is Symantec's Norton
pcANYWHERE for Windows. Microsoft's RAS or Citrix's
WinFrame Server is acceptable in situations where remote
control via pcANYWHERE is unavailable
• The ability of the Customer's Class System Administrator
contact(s) to communicate with CSS via the Internet for
purposes of e-mail and file transfer
Class Software Services Agreement Page 8 08/16/01
City of Fort Worth, Texas
qV1111or AndC ouncil communicalflon
DATE REFERENCE NUMBERNAME GE
LOG PA
7/17/01 **P-9417 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
t:;.. ; estimated ..Post for the Information Technology Solutions Department and the phone line provider is
=•� ��2�;994.
'.FINANCING, - All the software licenses and most of the hardware for this project can be financed
thKVugh-JBM Credit Corporation. The benefit of this is to reduce the up-front funding requirements
"f'f0e'ss�,r�t, to implement the project. IBM Credit Corporation's rates are 5.79% for both the software
rdanrare, for a total additional cost to the project of $17,491. The non-financed total will be paid to
Class 564tware Solutions, Ltd. upon delivery of the system.
City of Fort Worth, Texas
ffll�ayolr and Council Communication
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
"611jor AndCouncil 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/J RC
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECktTARY
Office by: (to)
Charles Boswell 8511 CITY COUNCIL—
Originating Department Head: JUL-a17 -2001
Jim Keyes 8517 (from)
GG01 537070 0801000 $160,807.00
Additional Information Contact: GG01 522500 0801000 $ 76,948.00 S8060rt�'o� "
Robert Combs 8357