HomeMy WebLinkAboutContract 33897 Autodesk CITY SECRETARY
CONTRACT NO. 1pr�
AUTODESK STANDARD SERVICES AGREEMENT
This Autodesk Standard Services Agreement ("Agreement") is made as of 2006
("Effective Date") by and between City of Fort Worth, a municipal entity organized bnder the laws of
Texas ("Customer") and AUTODESK, INC., a Delaware corporation ("Autodesk").
Incorporated into this Agreement herewith, if attached hereto, are the following Contract Documents: (1)
General Provisions-All Services; (2) Special Provisions-Consulting & Training; and (3) one or more
Task Order(s) in the form agreed to by the parties. All definitions or defined terms shall apply
throughout the Agreement. In the event of a conflict between the Contract Documents, the following
descending order of precedence shall govern: General Provisions, Task Order, Special Provisions. Any
Amendments, starting with the most recent, shall take precedence over the existing Contract
Documents.
As set forth further in any Task Order, Autodesk will provide the Services in accordance with the
estimated schedule therein.
Customer shall pay the Fee set forth in the Task Order, in accordance with the payment schedule
therein plus travel and living expenses, if any.
This Agreement shall commence on the Effective Date and expire one year from the effective date, of
unless earlier terminated in accordance with its provisions. The City shall have the option to renew this o
agreement for two additional one year periods upon thirty(30) days written notice. 4;
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Notices under this Agreement shall be in writing and delivered to:
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Autodesk, Inc. City of Fort Worth
111 McInnis Parkway 1000 Throckmorton Street
San Rafael, CA 94903 Fort Worth, Texas 76102
Attn: General Counsel Attn: Douglas Rademaker, P.E ro
Director: Engineering Department `
v
Each party has read, understands and agrees to the terms and conditions of this Agreement. o
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and does
hereby warrant and represent that its respective signatory whose signature appears below has been and
is on the date set forth above duly authorized by all necessary and appropriate corporate action to
execute and make binding this Agreement.
,
AUTODESK, INC. tOF ORT WORTH
L
Signature VOUSignature 'v x
Marc A_ carr v ,
Printed Name Assistant City m966%Name
Title Title 6
'OF VJ
Date
AFRIOVED AS TO FORM AND LEGALITY:
City of Fort Worth
Standard Services Agreement,August 2006 r ri 0AIMTi 06[NS]
1
Autodesk
AUTODESK STANDARD SERVICES AGREEMENT
This Autodesk Standard Services Agreement '('Agreement') is made as of 4`50:4- (L 2006
("Effective Date") by and between City of Fort Worth, a municipal entity organized drider the laws of
Texas("Customer)and AUTODESK,INC.,a Delaware corporation ("Autodesk").
incorporated into this Agreement herewith. it attached hereto, are the following Contract Documents: (1)
General Provisions-All Services; (2) Special Provisions-Consuh:ng & Training-, and (3) one of more
Task Order(s) in the form agreed to by the parties, All definitions or defined terms shaft apply
throughout the Agreement. In the event of a conflict between the Contract Documents, the following
descending order of precedence shall govern: General Provisions,Task Order, Special Provisions. Any
Amendments, starting with the most recent, shall take precedence over the existing Contract
Documents.
As set forth further in any Task Order,Autodesk will provide the Services in accordance with the
estimated schedule therein,
Customer shall pay the Fee set forth in the Task Order, in accordance v4ith the payment schedule
therein plus travel and living expenses, if any.
This Agreement shall commence on the Effective Date and expire one year from the effective date,
unless earlier terminated in accordance with its provisions. The City shall have the option to renew this
agreement for two additional one year periods upon thirty(30)days written notce.
Notices under this Agreement shall be in writing and delivered to-
Autodesk,
oAutodesk, Inc. City of Fort Worth
191 McInnis Parkway 1000 Thrq4�:knorton Street
San Rafael, CA 94903 Fort Worth,Texas 76102
Attn:General Counsel Attn: Douglas Rademaker, P E
Director. Encineering Department
Each party has read, understands and agrees to the terms and conditions of this Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and does
hereby warrant and represent that its respective signatory whose signature appears below has been and
is on the date set forth above duly authorized by all necessary and appropriate corporate action to
execute and make binding this Agreement.
jIr
ESK, i4T1'0 FORT OR
igrtu
r� Signature �-
__ Marc.A.Ott
Pri ted Name Stant City MftaW Name
Title Title
Date AOIii?D, FORK AND LEGALITY:
/*
City Or Fort ftrih As 8 i }
Standard Services Agieement.Aupst 2406 t G,Gj i•,r;hl�Fii f ttCfD�t ktffitl d&(?6IN5J
1
GENERAL PROVISIONS
ALL SERVICES
1.0 Services. Autodesk shall provide to Customer and Customer shall acquire from Autodesk the
tasks and/or deliverables ("Services") set forth in the form of a Task Order as agreed to the by
the parties. This Agreement is for Services only and does not provide for any product supplied or
developed as a part hereof. Any changes to the Services must be agreed upon by the parties in
writing. The term Services includes different types of Services, as applicable ("Service Types").
Unless otherwise set forth, the Service Types are either Consulting, Training, or Support.
2.0 Agreement Structure. These General Provisions apply to all Service Types that may be
provided by Autodesk. The Special Provisions attached hereto indicate the Service Type(s) to
which such Special Provisions apply. Such Special Provisions apply to and control the Task
Order for each Service Type. If no Service Type is indicated on any Task Order, the Special
Provisions for Consulting &Training shall apply. As the parties agree on a new Task Order, each
shall be executed by both parties and attached to this Agreement and made a part hereof. Task
Orders will be separately numbered or otherwise uniquely identified.
3.0 Fees. Customer shall pay to Autodesk the fees for the Services ("Fees") in accordance with the
payment schedule set out in each Task Order.
4.0 Taxes. Customer is a tax exempt entity and shall provide a copy of its tax exemption certificate
to Autodesk if requested.
5.0 Relationship of Parties. The parties to this Agreement are independent contractors and this
Agreement will not establish any relationship of partnership,joint venture, employment, franchise,
or agency between the parties. Neither party will have the power to bind the other or incur
obligations on the other's behalf without the other's prior written consent. Neither party shall
represent itself as an agent, legal representative, or partner of the other and shall not assume or
purport to create any obligation on behalf of the other.
6.0 Confidentiality. Through their relationship, the parties may have access to certain proprietary
information and materials of the other ("Confidential Information"), including business plans,
customers, technology, and products that are confidential and of substantial value to the
respective party, which value would be impaired if such information were disclosed to third
parties. The parties agree that neither shall disclose any Confidential Information to any third
party and shall take every reasonable precaution to protect Confidential Information. In the event
of termination of this Agreement, neither party shall use or disclose any Confidential Information
of the other and each party shall promptly return, or certify in writing to the other party that it has
destroyed, all Confidential Information that it obtained from the other. Notwithstanding the
foregoing, Autodesk acknowledges that Customer is a public entity, and as such, the terms and
conditions of any agreement entered into between Customer and Autodesk become a matter of
public record, unless otherwise required by law, rule, regulation or court order.
7.0 Warranty. Autodesk warrants that the Autodesk personnel will be competent and qualified to
perform the Services. In the event of any breach of such warranty, Customer's exclusive remedy
and Autodesk's sole liability is limited to Autodesk's reasonable efforts to replace the relevant
Autodesk personnel with a qualified resource.
8.0 Disclaimer. THIS IS A SERVICE AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
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PARTICULAR PURPOSE.
9.0 Limitation of Liability. THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF
AUTODESK AND ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, AND
THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS FOR
ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN
ANY WAY TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO
CUSTOMER'S DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL FEES
PAID BY THE CUSTOMER TO AUTODESK UNDER THE PARTICULAR TASK ORDER FOR
THAT SERVICE. FURTHER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY
DAMAGES OR FOR LOSS OF PROFITS, REVENUES, CONTRACTS, CUSTOMERS, LOSS
OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS
OR SERVICES, OR FAILURE TO REALIZE EXPECTED COST SAVINGS EVEN IF ADVISED
OF THE POSSIBILITY OF SAME OR SAME WERE REASONABLY FORESEEABLE.
CUSTOMER ACKNOWLEDGES THAT THE FEES FAIRLY REFLECT THIS ALLOCATION OF
RISK.
10.0 Force Majeure. The parties shall not be responsible for any failure to perform or for any delay in
performance of its obligations under this Agreement where the failure or delay is due to acts of
God, war, terrorism or terrorist act, civil unrest, strikes, lockouts or other labor disturbances,
failure or interruption of a third party internet connection(s) or infrastructure, or any other
circumstances beyond the control of that party.
11.0 Governing Law.This Agreement shall be governed by the laws of the state of Texas.
12.0 Assignment and Subcontracting. This Agreement will be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns. Neither party may
assign this Agreement or any of its rights or obligations hereunder to a third party without the prior
written consent of the other party, which consent shall not be unreasonably withheld or delayed.
Autodesk may assign or otherwise transfer its rights and obligations to its affiliates or successors-
in-interest (whether by purchase of stock or assets, merger, operation of law, or otherwise) of that
portion of its business related to the subject matter hereof. Autodesk may subcontract all or any
portion of performance of the Services to one or more authorized third parties under the direction
of Autodesk. In the event of such an assignment, Autodesk shall provide Customer with prompt
written notice of the assignment, including information indicating the effective date of the
assignment.
13.0 Amendment and Waiver. No amendment, modification, or waiver of this Agreement shall be
binding unless executed in writing by both parties. No waiver of any of the provisions of this
Agreement shall constitute a waiver of any other provision (whether or not similar) or any
subsequent breach or default, nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.
14.0 Severability. If for any reason a court of competent jurisdiction finds any provision of this
Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the
maximum extent permissible and the other provisions of this Agreement will remain in full force
and effect.
15.0 Entire Agreement. This Agreement, including all Contract Documents, constitutes the entire
agreement between the parties pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations, and discussions of the parties, whether oral or written.
There are no warranties, representations or other agreements between the parties in connection
with the subject matter hereof except as specifically set forth in this Agreement. Terms or
conditions contained in any order placed by Customer or in any other communication by
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Customer, which purport to vary the terms of this Agreement shall be void and of no effect unless
explicitly agreed in writing signed by an authorized representative of Autodesk.
16.0 Export Controls. In conformity with laws and regulations of the United States and other countries
relating to international trade, Customer shall not disclose, export or re-export, directly or
indirectly, any product, documentation or technical data (or direct products thereof) provided by
Autodesk under this Agreement to any country, entity or other party which is ineligible to receive
such items under U.S. laws and regulations as modified from time to time by the U.S. Department
of Commerce or the U.S. Department of the Treasury or under other laws or regulations to which
Customer may be subject.
17.0 Survival of General Provisions. Sections 3.0, 6.0, 8.0, 9.0, 10.0, 11.0, 12.0, 13.0, 14.0, 15.0
and 16.0 of these General Provisions shall survive completion, expiration, or termination of the
Agreement and/or any Task Order separately completed, expired, or terminated.
END OF GENERAL PROVISIONS-ALL SERVICES
City of Fort Worth
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SPECIAL PROVISIONS
CONSULTING &TRAINING SERVICES
1.0 Invoicinq and Payment.
1.1 Expenses. Should Customer require any additional services that fall outside of the scope of the
current agreed upon Task Order(s), Customer agrees to pay Autodesk expenses as set forth
below:
Customer shall reimburse Autodesk for any actual expenses incurred by Autodesk in providing
the Services, without mark-up, subject to the following guidelines:
(a) Approval. Autodesk shall obtain Customer's approval for any travel, travel related or project
related expenses, if any. Where possible, Autodesk will ensure that authorized travel is
purchased sufficiently in advance to obtain the most reasonable rates.
(b) Airfare: Customer shall reimburse Autodesk for airfare for coach or lower rate.
(c) Ground Transportation: Customer shall reimburse Autodesk for travel from Autodesk's
assigned work location for dispatched Autodesk personnel to and from the Customer's
facilities as follows:
i) at the rate of$0.405 US dollars per mile for use of a private automobile, or
ii) for reasonable car rental, taxi fares, or other transportation costs.
(d) Incidental Transportation Expenses: Customer will reimburse Autodesk for incidental
transportation expenses such as bridge tolls and parking fees incurred for travel to and from
Customer work locations.
(e) Lodging and Meals: Customer will reimburse Autodesk for reasonable lodging and meal
expenses when Autodesk personnel are assigned to Customer's facilities requiring an
overnight or longer stay. Autodesk shall not be entitled to reimbursement for meals
purchased for persons other than Autodesk personnel assigned to the project.
1.2 Invoices. Autodesk will invoice Customer for the Fees, Expenses and taxes, if applicable, in
accordance with the Task Order for each Service Type. Each invoice will specify the deliverable
milestone(s) achieved, if applicable. All invoices are due and payable upon receipt. Invoices not
paid by the Customer within 30 days after receipt shall bear interest at the rate of 1% per month,
not compounded, or the maximum allowable under applicable law, whichever is less, calculated
monthly from the date payment was due until the date payment is made.
2.0 Intellectual Property, Ownership and License.
2.1 Autodesk or its licensors (if any) shall own all products, concepts, materials, techniques,
methods, and know-how used or developed by Autodesk in the provision of Services or included
in or with the Services. Except for the license granted below, the Customer shall have or obtain
no rights in such proprietary products, concepts, materials, techniques, methods, and know-how,
without prior approval in writing from Autodesk. Autodesk may market, distribute, make derivative
works from, and sell similar work to other customers without further notice to or consent from
Customer. Nothing in this Agreement shall restrict or prohibit Autodesk's right to use concepts,
techniques, and know-how used or developed in the course of performing the Services.
2.2 Autodesk grants to Customer a perpetual, worldwide, non-exclusive, non-transferable, royalty-
free license to use the Services and the products, concepts, materials, techniques, methods, and
know-how included in or with the Services in its internal business use. This license shall not
apply to Customer's use of any Autodesk or third-party software which may be provided to
Customer prior to, concurrent with or following the provision of the Services. Customer's use of
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such software shall be governed exclusively by the license agreement(s) accompanying such
software.
2.3 Any copies of written reports, recommendations, or other documents specified in the Task Order
to be delivered to Customer by Autodesk ("Deliverables") shall become the property of Customer.
Notwithstanding the foregoing:
(a) To the extent permitted by law, any information designated as Confidential Information
contained in Deliverables, if any, shall be subject to the confidentiality obligations in this
Agreement; and
(b) Autodesk shall own all copyrights in and to Deliverables, if any. Autodesk grants Customer a
license to reproduce and distribute Deliverables within its organization for its internal
business use, provided that all such copies carry Autodesk's copyright notice and any notice
designating a Deliverable or any portions thereof as Confidential Information set forth in the
copies provided by Autodesk to Customer.
3.0 Customer Responsibilities. As may be further specified in the Task Order, Customer shall:
(a) Provide Autodesk personnel sufficient work space, storage space, facilities, computers, and
related peripherals, as well as such access to the Customer's personnel, files and equipment
at Customer's facility as may be necessary for the performance of the Services;
(b) Designate and authorize an employee to coordinate with Autodesk to schedule the Services
and arrange for any necessary resources described in the Agreement;
(c) Provide an appropriately configured hardware and software environment for Autodesk
personnel, as may be necessary for the performance of the Services;
(d) Take appropriate steps, both before and at all times during the performance of Services, to
back up, copy and protect Customer's own data and programs.
4.0 Change Control Procedures.
4.1 Pursuant to this section and only as may be required, the parties may make changes to the
Services, delivery schedules or other material aspects of a Task Order in accordance with the
following procedure:
(a) The requesting party shall describe the requested change with sufficient details to enable the
receiving party to evaluate it("Change Request").
(b) The receiving party shall provide the requesting party with an estimate of the time and cost to
assess the Change Request.
(c) The requesting party will then advise in writing whether or not to proceed with the
assessment of the Change Request.
(d) If the requesting party wants to proceed with the assessment of the Change Request, then
the receiving party will prepare a change control document("Change Control Document") in
accordance with the estimate which, as applicable: (i) assesses the impact of the change on
the total cost of the applicable Services, delivery schedules, other Services and any other
areas which are likely to be affected by the requested change; and (ii) incorporates a
description of the requested change and its cost.
(e) The Change Control Document shall constitute an offer, subject to review and acceptance to
implement the Change Request with the associated changes to price, payment terms,
delivery schedules and related areas specified in the Change Control Document and mutually
agreed by the parties.
(f) If accepted, then the provisions of this Agreement or the applicable Task Order affected by
the Change Request shall be deemed amended to incorporate such change in accordance
with the Change Control Document.
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4.2 Autodesk may make written requests for approvals, decisions, or other actions by Customer relating
to the Services ("Decision Request"). Each Decision Request shall require a written response
from Customer within a reasonable period of time specified in the Decision Request.
5.0 Termination.
5.1 With Cause. In the event either party becomes bankrupt or materially breaches or defaults in the
performance of any of its obligations hereunder (which breach or default has not been remedied
within thirty (30) days after written notice is given to the defaulting party specifying the breach or
default) or in the event Customer fails to pay Autodesk any amount required to be paid
hereunder, the party not in default may by written notice terminate this Agreement as of the date
specified in such termination notice.
5.2 Without Cause. Either party may terminate this Agreement without cause after sixty (60) days
advance written notice to the other party.
5.3 Payments Upon Termination. In the event of the termination of this Agreement for any reason,
Customer shall pay Autodesk for all Services and deliverables (where applicable) provided up to
the date of termination or breach at the applicable fee specified in the applicable Task Order, or
an amount equivalent to that proportion of the Services provided to the date of termination, as
well as for all work-in-progress on a time and materials basis at the then current standard
Autodesk rates for similar services if no rates are specified in the applicable Task Order. If the
Customer terminates a Task Order for its convenience, Customer shall reimburse Autodesk for all
actual, out-of-pocket expenses associated with terminating any supplier or subcontract
agreements that were entered into in connection with the Services if Autodesk would have been
entitled to such payment under the subject Task Order(s).
6.0 Survival of Special Provisions for Consulting & Training. Section 2.0 (and its subsections)
and section 5.3 of these Special Provisions shall survive completion, expiration, or termination of
the Agreement and/or any Task Order separately completed, expired, or terminated.
7.0. Insurance.
Autodesk shall provide to the Customer certificate(s)of insurance documenting policies of the following
coverage at minimum limits that are to be in effect prior to commencement of work under this Agreement:
Coverage and Limits
(a) Commercial General Liability: $1,000,000 Each Occurrence, $1,000,000 Aggregate
(b) Automobile Liability: $1,000,000 Each accident on a combined single limit basis or $250,000;
Property damage: $500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by Autodesk, its employees, agents, or representatives in
the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non-owned
(c) Worker's Compensation:
Coverage A: Statutory limits
Coverage B:$100,000 each accident, $500,000 disease—policy limit, $100,000 disease—each
employee
(d) Technology Liability (E&O): $1,000,000 Each Claim Limit, $1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if
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7
coverage meets all other requirements. Coverage shall be claims-made, and maintained for the
duration of the contractual agreement and for two (2) years following completion of services
provided. An annual certificate of insurance shall be submitted to the Customer to evidence
coverage.
Certificates of insurance evidencing that Autodesk has obtained all required insurance shall be
delivered to the Customer prior to Autodesk proceeding with the Services under this Agreement. The
term City shall include its employees, officers, officials, agent, and volunteers in respect to the
contracted services. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty
(30) days notice of cancellation or reduction in limits of coverage shall be provided to the City.
Ten (10) days notice shall be acceptable in the event of non-payment of premium.. 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.
8.0 Infringement of Intellectual Property R[ghts.
Autodesk agrees to defend and pay, at its own cost and expense, any third party claim or action against
Customer for infringement of any United States patent, copyright, trademark arising from Customer's use
of the deliverables in accordance with this Agreement. Autodesk 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 Customer agrees to cooperate with it in doing so. Customer agrees to
give Autodesk timely written notice of any such claim or action, with copies of all papers Customer may
receive relating thereto. If the deliverables, or any part thereof are 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, Autodesk shall, at its own expense and as Customer's sole remedy, either: (a) procure for
Customer the right to continue to use the deliverables; or (b) modify the deliverables to make them non-
infringing, provided that such modification does not materially adversely affect Customer's authorized use
of the deliverables; or (c) replace the deliverables with equally suitable, compatible, and functionally
equivalent non-infringing products at no additional charge to Customer; or (d) if none of the foregoing
alternatives is reasonably available to Autodesk, terminate this Agreement and refund to Customer the
payments actually made to Autodesk for such infringing deliverables under this Agreement.
END OF SPECIAL PROVISIONS-CONSULTING&TRAINING SERVICES
City of Fort Worth
Standard Services Agreement,August 2006 Confidential—Rev.04/05 pm 080806[NS]
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TASK ORDER#City of Fort Worth 08/16/06 BZZ/SM
SERVICES TYPE: Consulting/Training
This Task Order is made and issued pursuant to the Autodesk Standard Services Agreement
dated August 16, 2006 between Autodesk, Inc. ("Autodesk") and The City of Fort Worth
("Customer').The terms and conditions of the Agreement shall apply to this Task Order, unless
expressly set forth otherwise in this Task Order.
1. PROJECT BACKGROUND
Customer has requested a bidding application as an enhancement to its existing Autodesk®
Buzzsawo site. The goal is to reduce expenses associated with bid advertisement and award.
2. SCOPE OF WORK
Autodesk will provide Customer with the bidding application for its current Buzzsaw Site. The
application will be used to receive and tabulate the bids that Customer receives from its
contractors. The bidding application will be accessible to all contractors. In addtion, Autodesk
will provide training in the use of the bidding application. Autodesk will provide following
Services pursuant to the following tasks:
Task 1 —Develop and provide a Buzzsaw bidding application
Location: Some services may be conducted on-site at Customer's facility; some Services may
be conducted at Autodesk facilities
Task 1 Deliverables: Bidding Application for Buzzsaw
Task 2— Five (5) days of training, 8 (eight) hours each day, for Buzzsaw for standard Buzzsaw
use and bidding application usage. Autodesk will train the internal Buzzsaw users, bid
developers, and the contractors who will submit bids via the bidding application.
Location: The parties will agree on whether the Training will be conducted on-site at
Customer's facility or remotely via web-enabled technology
Task 2 Deliverables: Five (5)training sessions
3. ACCEPTANCE CRITERIA AND PROCEDURE
After delivery of Deliverable 1, Autodesk will conduct a test bid from posting to submission and
calculation. Acceptance will occur upon a successful test calculation and award by the Bidding
Application.
4.SCHEDULE
Services will be delivered before December 1, 2006. Q)
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Autodesk Confidential 1
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5. PRICING AND PAYMENT TERMS
Fees:
Autodesk will provide the Consulting Services and Deliverables for a fixed fee of$24,000 and
Training Services and Deliverables for a fixed fee of $7,500, for a total Task Order Fee of
$31,500.00.
Expenses:
Customer shall reimburse Autodesk for expenses in accordance with the Agreement. The
travel and expenses estimate for the Services provided under this Task Order are$2,000.00
Payment Schedule:
Autodesk will bill Customer on completion of work which is expected to be before the end of
November 2006. Payment is due net thirty (30) days from date of invoice in accordance with
the Agreement.
6. TASK ORDER ACCEPTANCE
Each of the parties has caused this Task Order to be executed and does hereby warrant and
represent that its respective signatory whose signature appears below has been and is on the
date set forth above duly authorized by all necessary and appropriate corporate action to
execute and make binding this Task Order.
AUTODESK, INC. Y O WORT
Signature Sign re
Marc A. Oft
Printed Name Assistant City%aflame
Title Title
7. x,/,010
Date Date
END OF TASK ORDER
CONTRACT RETURN INSTRUCTIONS:
Please print and sign two(2)original documents and send to the following address:
Autodesk,Inc.
The Landmark at One Market Street,Suite 500 A
San Francisco,California,94105 moi/
Attn:Paul Duryea ro
One fully executed copy will be returned to you for your records. O
Autodesk Confidential 2
5.PRICING AND PAYMENT TERMS
Fees:
Autodesk will provide the Consulting Services and Deliverabtes for a fixed fee of 524.000 and
Training Services and Deliverables for a fixed fee of S7,500, for a total Task Order Fee of
$31,500.00.
Expenses:
Customer shall reimburse Autodesk for expenses in accordance w4h the Agreement The
travel and expenses estimate for the Services provided under this Task Order are$2,000.00
Payment Schedulo:
Autodesk will bill Customer on completion of work which is expected to be before the end of
November 2005. Payment is due net thirty 5300 days from date of invoice in accordance with
the Agreement.
6. TASK ORDER,ACCEPTANCE
Each of the parties has caused this Task Order to be executed and does hereby warrant and
represent that its respective signatory whose signature appears below has been and is an the
date set forth above duly authorized by all necessary and appropriate corporate action to
exeartei and make binding this Task Order,
AUTODES YC OF/FORT VXORTH
Signature Signature
r f .
Printed Vame ggsiswpt My ftnWame
_A.tYl
Title Title
f
'Date Date
END OF TASK ORDER
CONTRACT RE URN INSTRUCTIONS.
Please�-nrt and s.gn two(2)origoai dccutnenb and sero to the foikxv rg address �..
Autodesk,Inc, y,
The Landmark W One Market Street,Suite 5."rl A 1
Sun=ryrGsw,CaRfornia,gA7.0
Ann:Paul Duryea
One futy meet,ed:apy aril be ret,xne;to you for your•egrets. 0
Autodesk Confidential 2 0
COLLABORATION SOLUTIONS TERMS OF USE AGREEMENT
August 2006
IMPORTANT -- PLEASE READ CAREFULLY THE AGREEMENT BELOW. BY USING THE PASSWORD
TO ACCESS THE AUTODESK COLLABORATION SOLUTIONS ON THE WEB SITE, YOU INDICATE
YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU SHOULD
PRINT AND KEEP A COPY OF THIS AGREEMENT.
These Collaboration Solutions Terms of Use ("TOU") constitute a legal and binding agreement
between the City of Fort Worth (hereinafter referred to as "you" or"Customer") and Autodesk, Inc.
("Autodesk") governing Customer's right to access The Autodesk Online Collaboration Solutions, a
restricted Web site("Site"),and to use or download documents,software and certain other materials
on the Site(the"Autodesk Materials")(collectively,the"Services").
By using this Site you are agreeing to this Autodesk Collaboration Solutions Terms of Use
Agreement ("Agreement") and you agree to be bound by and comply with all of the terms and
conditions referenced herein. If you do not agree to all the terms and conditions of this Agreement,
do not use or access the Site.
1. REGISTRATION.
In order to utilize the Services, Customer will be required to provide certain contact and account information
as part of a registration process. Customer agrees to update this information to keep it accurate and
complete during the term of the Services.
Customer and the individual completing Customer's Registration ("User') each represents and warrants: (i)
Customer is an Active Licensee (defined below), (ii)all information submitted during Customer's Registration
is accurate, and (iii) User will be subject to the terms and conditions of this Agreement and Customer shall
be liable and responsible for any User's use of the Site, Materials, Content, and/or Services.
2. PAYMENT.
To be eligible to access and use this Site, Customer must be current in all payments for the use of the
Services, and authorized to use the Services via a valid order form agreement from Autodesk ("Active
Licensee"). If Customer is not an Active Licensee or if Customer does not agree to all of the terms of this
Agreement, then Autodesk will not permit Customer to access or use the Services. Customer's payment
obligations will be set forth in a separate purchase order entered into between the parties for the applicable
Service. The right of Autodesk to any payment provided for under the Agreement will not be subject to any
abatement, reduction,setoff, or recoup of any amount due or alleged to be due because of any past, present
or future claims of Customer.
3. SERVICE ACCESS.
Subject to the terms and conditions of this Agreement, including payment, Autodesk grants to Customer a
nonexclusive, nontransferable license (the "License") to Customer to access the services identified in the
applicable purchase order and hosted on servers owned or operated by Autodesk or its designee in
connection with Customer's primary business operations for the number of user licenses for which Customer
has fully-paid the applicable license fees to Autodesk. Autodesk will not allow more than one individual to
access the system at the same time under a single user license. Customer will not: (i) rent, lease, lend,
assign, sublicense,transfer,or otherwise make available,the Services to any third party; or(ii) use or permit
the Services to be used, as part of a service bureau,time-sharing, interactive cable system or otherwise,for
the benefit of any third party.
4. SOFTWARE LICENSE.
Software available for downloading from this Site shall also be subject to terms and conditions set forth in
the license agreement that accompanies such software and which is available at the Autodesk Collaboration
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Solutions Web page (http://usa.autodesk.com/adsk/servieVindex?id=5972611&siteID=123112) or any
successor or replacement site designated by Autodesk, in its sole discretion.
5. THE AUTODESK MATERIALS.
The Autodesk Materials are available through the Site and are the copyrighted or other proprietary works of
Autodesk and/or its licensors or suppliers, and are protected by copyright and/or other intellectual property
laws. Any unauthorized use of the Autodesk Materials may violate such laws and this Agreement. Unless
specifically noted otherwise, Customer may not modify the Autodesk Materials, post the Autodesk Materials
or any portion thereof on a web site accessible by third parties, or otherwise distribute the Autodesk
Materials to third parties in either electronic or hard copy form. No logo, graphic, sound, content or image
from this Site may be copied or retransmitted unless expressly permitted by Autodesk in a separate writing.
Except as expressly provided herein, Autodesk and its suppliers do not grant any express or implied right to
Customer to any patents, copyrights, trademarks, rights in trade secrets, or other intellectual property rights
with respect to or arising from the Services.
6.ACCEPTABLE USE POLICY.
Use of the Site and Services is also subject to compliance with Autodesk's Acceptable Use Policy ,which is
attached. . If Customer does not accept the Acceptable Use Policy, Customer's only remedy is to
cancel the Service and no longer access and use the Site.
Customer is solely responsible for the content of any and all activities that occur under its account.This may
include comments, information, questions, data, plans, feedback, ideas, descriptions of processes, or other
information submitted, posted, reproduced, published, distributed, or otherwise transmitted to Autodesk by
Customer or any User through the Site or Services. Customer may use the Site,the Autodesk Materials, and
Services for lawful purposes only.
7. LICENSE BY CUSTOMER.
Customer shall ensure that it has the requisite rights to submit, post, reproduce, publish, distribute, or
otherwise transmit all material, information and media submitted or ingested into the Service by Customer
and through their account ("Content") in conjunction with the Site, Services, or Autodesk Materials.
Autodesk does not own the Content that Customer submits to the Site in connection with the Service.
By submitting, posting, or otherwise making Content available to Autodesk, or available to any individual or
entity through the Site, Services, or Autodesk Materials, including User, Customer hereby grants Autodesk
non-exclusive, royalty free, paid up, worldwide, sub-licensable license to display, reproduce, modify and
transmit the Content for the purposes of formatting, maintenance, repair, protection, organization, or other
administration of the Site and Services and use such Content in the ordinary course of Autodesk's, or its
designated third parties', provision of the Site and, Services,or Autodesk Materials.
8. CONTENT: GENERAL.
Customer acknowledges: (i) Customer will evaluate and bear all risks associated with the use of any
Content, including any reliance by Customer or its users on the accuracy, completeness, or usefulness of
such Content; and (ii)under no circumstances will Autodesk be liable in any way for any Content, including,
but not limited to, any errors or omissions in any Content, or for any loss or damages or any kind incurred as
a result of the use,deletion, or correction of any Content.
9. PROTECTION OF CONTENT
During the term of this Agreement, Autodesk will use commercially reasonable standards and practices to
backup and protect Content. Notwithstanding the foregoing, Autodesk makes no warranties or
representations regarding its back-up practices, and does not warrant that it will be able to restore any lost
or damaged Content or other data. Customer shall ensure, at all times, that reasonable security
mechanisms are in place with respect to the issuance of username and password information and the
backup of Content. Customer acknowledges that no network security procedures can assure complete
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network security or prevent all unauthorized access to the Site and will immediately notify Autodesk of any
known security breaches affecting the Site, Services, or Autodesk Materials. Customer hereby agrees to
perform regular backups and take other appropriate measures to copy and protect Customer's data,
including Content.
10. RIGHT TO REMOVE OR DISABLE ACCESS.
If Autodesk is made aware of Content or Customer conduct that is or, that Autodesk believes in good faith
may be (i) libelous, obscene, excessively violent or defamatory, (ii) a violation of any law, regulation, or
rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel,
slander, and invasion of privacy, or (iii) a violation of Autodesk's Acceptable Use Policy, Autodesk has the
immediate right, but not the obligation, to remove or disable access to that Content and/or terminate
Customer's ability to access the Site,Autodesk Materials,and/or Services without notice to the Customer.
11. CONFIDENTIALITY.
During the term of this Agreement, and to the extent allowed by law, Customer agrees to maintain the
confidentiality of (i) Autodesk Materials marked as confidential, or which Customer knows or should know
should be treated as confidential, and (ii) information relating to access to the Site, including Customer's
Registration information and Account passwords.
12.AUTODESK WARRANTY DISCLAIMER.
Autodesk does not assume any responsibility for Customer's use of, or inability to use, the Site or Services.
Autodesk does not warrant that files, including Content,will be available for downloading from the Internet or
that the Site, Services, Content or Autodesk Materials will be free of infection of viruses, worms, Trojan
horses or other code that manifest contaminating or destructive properties. Customer is responsible for
implementing sufficient procedures and checkpoints to satisfy Customer's particular requirements for
accuracy of data input and output, and for maintaining a means external to the Site and Services for the
reconstruction of any lost or damaged Content.
Autodesk makes no representation that Autodesk Materials or Services available on the Site are appropriate
or available for use in other locations, and accessing them from territories where their contents are illegal or
prohibited. Those who choose to access this Site from other locations do so on their own initiative and risk,
and are responsible for compliance with local laws.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITE, MATERIALS AND SERVICES ARE
PROVIDED "AS IS" AND AUTODESK AND ITS SUPPLIERS MAKE NO EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES REGARDING THE USABILITY, SUITABILITY, CONDITION,
OPERATION OR ACCURACY THEREOF.AUTODESK AND ITS SUPPLIERS DO NOT WARRANT THAT
ACCESS TO OR USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE,
AND FURTHER DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS (EXPRESS, IMPLIED OR
STATUTORY), INCLUDING WITHOUT LIMITATION, ALL WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
COMPATIBILITY, SECURITY OR ACCURACY AND ALL OTHER OBLIGATIONS OR LIABILITIES ON
THE PART OF AUTODESK AND/OR ITS SUPPLIERS. CUSTOMER'S, INCLUDING SITE USER'S, USE
OF THE SITE AND CONTENT IS AT ITS OWN RISK. CUSTOMER ASSUMES FULL RESPONSIBILITY
AND RISK OF LOSS RESULTING FROM UPLOADING, DOWNLOADING AND/OR USE OF SOFTWARE,
FILES OR CONTENT OBTAINED FROM THE SITE OR SERVICES.
13. LIMITATION OF LIABILITY.
AUTODESK'S AND ITS SUPPLIERS' ENTIRE CUMULATIVE LIABILITY ARISING OUT OF THIS
AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO AUTODESK
DURING THE IMMEDIATE 12-MONTH PERIOD PRECEDING THE CLAIM.
IN NO EVENT SHALL AUTODESK OR ITS SUPPLIERS BE LIABLE FOR COSTS OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,
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OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR RESULTING FROM LOSS OF USE,
DATA OR PROFITS ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S USE OF THE SITE,
SERVICES, AUTODESK MATERIALS OR CONTENT, HOWEVER CAUSED, WHETHER FOR BREACH
OF CONTRACT, TORT, (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND
WHETHER OR NOT AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH, BREACH
OF MATERIAL TERM, OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14.TERM,SUSPENSION AND TERMINATION.
The Agreement takes effect on the date Customer or any User first accesses or uses the Site or Services,
and shall continue until all Services expire, cease or are terminated, in accordance with the purchase order
terms. This Agreement may be renewed by Customer if prior to the end of the then-current term, Customer
pays to Autodesk the then-applicable fees for such Services.
Without limiting any other rights or remedies available to Autodesk under contract or otherwise, Autodesk
may(i)suspend performance of the Service effective upon 10 days prior notice in the event that Customer is
not current in its payments and (ii) terminate the Agreement or any Service hereunder at any time, without
penalty or further obligation, for any reason upon thirty (30) days prior written notice to Customer, including
in the event that the Customer is in default of any payment obligation relating to the Services. Customer
may terminate this agreement for any reason upon thirty (30) days written notice to Autodesk. If Customer
terminates, Customer shall pay Autodesk for all services delivered or performed up to the time of termination.
Should Autodesk elect termination for any reason other than Customer's default, Customer shall only be
liable for a pro rata payment for those Services delivered to Customer prior to the effective date of
termination. Termination is in addition to all other legal or equitable remedies available to Autodesk.
Sections 1,2,4,5,6,7,8,10,11,12,13,14,15,16,17,18,19, and 20 shall survive any termination of this
Agreement.
15. EFFECT OF TERMINATION.
Upon termination of this Agreement for any reason, Customer shall cease to access the Site, Services, or
Autodesk Materials. Upon termination of the Agreement, all of Customer's and each Site User's rights herein
shall cease. Autodesk shall make mutually agreed upon Content migration services available to Customer
pursuant to a mutually agreed upon professional services agreement. Autodesk shall maintain such
Content for up to a ninety(90)day period following Closing.
16.CUSTOMER WARRANTY.
Customer represents and warrants to Autodesk:
(i)Customer and User have the full authority to enter into the Agreement;
(ii) the performance of the obligations and duties hereunder, do not and will not violate any agreement to
which Customer, or any individual or entity affiliated with Customer, are a party or by which Customer, or
any individual or entity affiliated with Customer, are otherwise bound;
(iii) the Agreement will constitute Customer's legal, valid and binding obligation, enforceable against
Customer;
(iv) Customer acknowledges that Autodesk makes no representations, warranties, or agreements related to
the subject matter hereof which are not expressly provided for in the Agreement;
(v) no additional consent, approval, or authorization of or designation, declaration, or filing with or from any
individual, entity, or governmental or regulatory authority is required in connection with the implementation
and enforcement of the Agreement or the provision of the Site, Services,or Autodesk Materials; and,
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(vi) Customer's use of the Site, Content, Services, or Autodesk Materials does not and will not in any
manner infringe the rights of any third party nor violate any law, rule, or regulation.
17. INDEMNITY.
Autodesk agrees to indemnify Customer for damages based upon a claim that alleges that the Autodesk
Materials infringe a registered copyright, registration trademark, trade secret or United States patent,
provided that Customer(i) promptly notifies Autodesk in writing of any claim; (ii)gives Autodesk sole control
of the defense and settlement thereof; and (iii) provides all reasonable assistance in connection therewith.
Autodesk shall pay the settlement amount or damages awarded by a court in a final non-appealable
judgment to a third party arising from such a claim of infringement, but Autodesk shall not indemnify
Customer for any loss of profits and/or revenues. Autodesk shall not be bound by any settlement of any
charge of infringement made without Autodesk's prior written consent. If the Autodesk Materials are held to
be an infringement for which Customer is indemnified by Autodesk, and its use is enjoined, Autodesk shall,
at Autodesk's option and expense, either: (a) procure for Customer the right to continue to utilize the
Autodesk Materials pursuant to the license granted herein; (b) replace or modify the Autodesk Materials in
such a way that it will not continue to constitute an infringement or misappropriation; or (c) terminate
Customer's rights hereunder with respect to the affected Autodesk Materials and refund the fees paid for the
affected Autodesk Materials. Notwithstanding the above, Autodesk shall have no obligation to Customer for
any claim arising from the license or use of the Autodesk Materials that have been modified by other than
Autodesk, or furnished by Autodesk in accordance with Customer's designs, specifications, or instructions;
or arising from the failure of Customer to use updated Autodesk Materials provided by Autodesk at its sole
expense for avoiding such infringement. THE FOREGOING STATES THE ENTIRE LIABILITY OF
AUTODESK TO CUSTOMER, AND ANY OTHER THIRD PARTIES, WHETHER FOR DAMAGES OR
OTHERWISE, FOR INFRINGEMENT OF ANY COPYRIGHT, PATENT, OR OTHER PROPRIETARY
RIGHT WITH RESPECT TO THE AUTODESK MATERIALS FURNISHED HEREUNDER.
18. ADDITIONAL SERVICES.
18.1. Customer Support.
Any Customer Support Services will be subject to the terms of Autodesk's support policies, as may be
amended by Autodesk from time to time which is available at the Autodesk Collaboration Solutions Web
page (http://usa.autodesk.com/adsk/servietrinde)Oid=5972611&sitelD=123112 ) or any successor or
replacement site designated by Autodesk, in its sole discretion.
18.2. Professional Services.
Any professional services relating to customization, configuration or other professional services in
connection with the Services, shall be mutually agreed upon the by the parties in a separate Agreement and
Statement of Work. Customer acknowledges that acceptance, formal or otherwise, is not a prerequisite to
payment hereunder, and payment by Customer to Autodesk for the professional services shall not be
withheld based on any acceptance conditions. Ownership of all systems, software, documentation, tools,
utilities, methodologies, techniques and other materials and know how owned by or in the possession of
Autodesk prior to or developed during the customer engagement and used by Autodesk in connection with
the provision of the professional services together with the intellectual property rights therein, shall be solely
owned by Autodesk, unless expressly agreed otherwise in writing signed by an authorized representative of
Autodesk.
19. ENTIRE AGREEMENT.
This document (including the documents referenced herein) contains the entire agreement and
understanding between Customer and Autodesk concerning the subject matter of this Agreement. This
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document (including the documents referenced herein) supersedes all prior communications, discussions,
negotiations, proposed agreements and all other agreements,whether written or oral for the Services or the
Site. Autodesk has not made and Customer has not relied upon any representations not expressly set forth
in this document in making this Agreement. The Agreement may be modified only by a signed agreement,
or as follows: Autodesk may modify the Agreement by posting the new terms and conditions on the Site or
transmitting via email to Customer at the contact information provided by User. If Customer continues to use
the Autodesk Materials, Services, or Site, then Customer will be considered to have accepted the
modifications.
20. GENERAL PROVISIONS.
20.1. Waiver/Severability.
In the event that it is determined by a court of competent jurisdiction as a part of a final non-appealable
judgment that any provision of this Agreement or part thereof is invalid, illegal, or otherwise unenforceable,
such provision will be enforced or reformed as nearly as possible in accordance with the stated intention of
the parties, while the remainder of this Agreement will remain in full force and effect. The waiver of any
breach or default will not constitute a waiver of any other right in this Agreement or any subsequent breach
or default. No waiver shall be effective unless in writing and signed by an authorized representative of the
party to be bound. Failure to pursue, or delay in pursuing, any remedy for a breach shall not constitute a
waiver of such breach.
20.2. Force Majeure.
Neither party will be liable for any loss, damage or penalty resulting from delays or failures in performance
resulting from acts of God, riots, wars, acts of terrorism, government regulations, fire, flood, supplier delays
caused by strikes or other causes beyond the non-performing party's reasonable control and not caused by
the negligence of the non-performing party, provided that the non-performing party promptly notifies the
other party of the delay and the cause thereof and promptly resumes performance as soon as it is possible
to do so.
20.3. Independent Contractor.
In performing their respective duties under this Agreement, each of the parties will be operating as an
independent contractor. Nothing contained herein will in any way constitute any association, partnership, or
joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish
any such relationship. Neither of the parties will hold itself out in any manner that would be contrary to the
provisions of this Section.
20.4. Restricted Rights Legend.
Any software which is downloaded from the Site or Services for or on behalf of the United States of America,
its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use,
duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-
19,as applicable. Manufacturer is Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903.
20.5. Governing Law,Jurisdiction and Venue.
This Site, Services, and Autodesk Materials are currently controlled by Autodesk and third party vendors
from within the state of California, United States of America. By accessing or using the Site, Services, or
Autodesk Materials, Customer and Autodesk agree that the statutes and laws of the state of Texas,without
regard to the conflicts of laws principles thereof, shall govern all matters relating to Customer's access to, or
use of, this Site and any Autodesk Materials or Services. Customer and Autodesk specifically disclaim the
U.N. Convention on Contracts for the International Sale of Goods. The Agreement is void where prohibited
by law, and the right to access the Site, Services, and Autodesk Materials is hereby revoked in such
jurisdictions.
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20.6. Export.
Customer acknowledges that the Site, Content, Services, and/or Autodesk Materials may be subject to U.S.
export jurisdiction. Customer agrees to comply with all applicable international and national laws that apply
to the Site, Content, Services, and/or Autodesk Materials, including the U.S. Export Administration
Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other
governments. Customer agrees that the Site, Content, Services, and/or Autodesk Materials, or any part
thereof,will not be shipped,transferred,downloaded, distributed, or exported into any country or used in any
manner prohibited by the United States or any other applicable export control law, restriction,or regulation.
20.7. Notices.
Notices to either party under the Agreement shall be sufficient only if in writing and transmitted via personal
delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail,
return receipt requested. If to: Autodesk, Inc., Attention: Legal Department, 111 McInnis Parkway, San
Rafael, California 94903. if to Customer: Doug Rademaker, Engineering Department, City of Fort Worth,
1000 Throckmorton Street, Fort Worth, Texas 76102. Autodesk may identify Customer as a customer on
any Autodesk customer list published orally, in print or electronically. Customer agrees that Autodesk may
use Customer's name only, without additional Customer consent, in marketing materials, including, without
limitation, advertisements, flyers, press releases, websites and brochures. The Agreement is in the English
language only, which language shall be controlling in all respects, and all versions hereof, in any other
language, shall not be binding on the parties hereto. All communications and notices to be made or given
pursuant to the Agreement shall be in the English language only.
20.8. Links.
The Site, Services, or Autodesk Materials may contain links to third-party Web sites that are not under the
control of Autodesk. Autodesk makes no representations whatsoever about any other Web site to which
Customer may have access through the Site, Services, or Autodesk Materials.When Customer accesses a
non-Autodesk Web site, Customer does so at Customer's own risk and Autodesk is not responsible for the
accuracy or reliability of any information, data, opinions, advice, or statements made on these sites; or for
the quality of any products or services available on such sites; or for any damage or loss caused or alleged
to be caused through or in connection with use of or reliance on the content,goods, or services available on
or through any such link, site, or resource. Autodesk provides these links merely as a convenience and the
inclusion of such links does not imply that Autodesk endorses or accepts any responsibility for the content or
uses of such Web sites.
20.9. Assignment.
Both parties agree that their rights and obligations under this Agreement may not be transferred or assigned
and their duties may not be delegated directly or indirectly without the prior written consent of the other party,
in its sole discretion. The assigning party shall notify the other party promptly in writing of any change of
ownership or of any sale of all or substantially all of that party's assets to a third party. Both parties
acknowledge that any change of ownership, sale of all or substantially all of either party's assets, or
attempted assignment of this Agreement, or any part thereof, without the other party's prior written consent
may result in immediate termination of this Agreement. Autodesk may assign or otherwise transfer its rights
and obligations to successors-in-interest (whether by purchase of stock or assets, merger, operation of law,
or otherwise) of that portion of its business related to the subject matter hereof, however, in the event of
such an assignment,Autodesk shall immediately notify Customer in writing, including information conveying
the effective date of the assignment. Any assignment in violation of this Section 20.9 shall be void. Subject
to the restrictions set forth in this Section 20.9, all of the terms and conditions of this Agreement shall be
binding upon,inure to the benefit of,and be enforceable by the respective successors and permitted assigns
of the parties hereto.
20.10
Customer hereby agrees to the foregoing agreement including the other terms incorporated by reference
herein.
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AUTODESK, INC. 'CI O F T ORTH
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Title Title
Marc A. Ott
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Date Date
APPROVED AS TO
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Marc A. Ott Title
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Date Date
APPROVED AS TO
FORM I AND LEGALITY.-
AS SISTAN iI-CITY ATTORNEY
ACCEPTABLE USE POLICY
August 2006
Customer incurs the following obligations and agrees not to use the Site,Services, or Autodesk Materials, or
any portion thereof,to:
(a) Upload, post or otherwise transmit any Content which violates, misappropriates,or infringes,in any
way, upon the rights of others,which is unlawful, harmful,threatening,abusive, harassing,tortious,
defamatory,obscene, libelous, invasive of another's privacy, racially or ethnically offensive,or which
encourages conduct that would constitute a criminal offense,or otherwise violate any law.Autodesk may
disclose, in its sole discretion,Content or Registration Information in order to cooperate with any law
enforcement authorities or court order,provided that Autodesk does not disclose Content to any other
third parties except as compelled by court or governmental order;
(b)Access information related to minors or harm minors in any way;
(c) Impersonate any person or entity,or falsely state or otherwise misrepresent Customer's affiliation
with any person or entity;
(d) Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials,
"junk mail,""spam,""chain letters,""pyramid schemes,"or any other form of solicitation;
(e) Upload, post, or otherwise transmit any material which contains software viruses, harmful materials,
or any other computer code,files,or programs designed to interrupt,destroy or limit the functionality of
any computer software or hardware or telecommunications equipment, including, but not limited to,the
Site,Services, or Autodesk Materials;
(f) Interfere with or disrupt the Site, Services, or servers or networks connected to the Site,or disobey
any requirements, procedures,policies or regulations of networks connected to the Site or associated
with the Services as specified by Autodesk;
(g)"Stalk", otherwise harass or disparage any person or entity, including, but not limited to,Autodesk;
(h) Collect or store personal data about any person or entity without the requisite rights to do so;
(1)Promote or provide instructional information about illegal activities, promote physical harm or injury
against any group or individual,or promote any act of cruelty to animals.This may include, but is not
limited to, providing instructions on how to assemble bombs,grenades and other weapons,and creating
"crush"sites;
Q) Use the Site, Services, or Autodesk Materials as storage for remote loading or as a door or signpost
to another home page,whether inside or beyond the Site;
(k) Intentionally or unintentionally violate any applicable local, state, national, or international law,
including, but not limited to,all applicable export control laws and regulations;or
(1) Breach the Agreement or any applicable Order Form or End User License Agreement.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/3/2006
DATE: Thursday, August 03, 2006
LOG NAME: 13P06-0193 REFERENCE NO.: **P-10429
SUBJECT:
Authorize the Sole Source Purchase of and Corresponding Consultant Services for an Online
Electronic Document Sharing and Bidding System with Autodesk, Inc., for the City of Fort Worth
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the sole source purchase of and corresponding consultant services for an online electronic
document sharing and bidding system with Autodesk, Inc. for the City of Fort Worth with payment due 30
days after receipt of invoice; and
2. Authorize this agreement to begin August 3, 2006 and expire August 2, 2007, with options to renew for
two additional one-year periods.
DISCUSSION:
The City is in the process of implementing a Capital Project Management System (CPMS), (M&C C-
20183), which will improve management and tracking of capital projects across City departments. In
addition, there is an opportunity to improve efficiencies in project document sharing and provide for the
receipt of capital project bids through an electronic bidding system, Buzzsaw, from Autodesk.
The City currently uses hard copy plan sets, contract documents, email, or disk to share and move
construction contract bid items among consulting design engineers and architects, City departments and
construction contractors. Electronic processing of these documents will significantly reduce printing and
delivery costs, require less storage space and eliminate the redundant entry of construction-related bid
information in various City systems.
Buzzsaw's electronic plans storage provides a single source from which consulting engineers can upload
design plans and documentation. City staff will be able to share information, edit documents, and approve
specifications electronically.
Upon acceptance by City staff, the information will be integrated into the Capital Project Management
System by dragging and dropping files from Buzzsaw into CPMS.
After a project is advertised for bids, prospective contractors can view design plans and submit their bids
on line. The electronic bidding process is secure and follows state and local requirements. Electronic bid
submission also offers reductions in staff time to prepare and disperse bid tabulations. The Buzzsaw
System is flexible, easy to use and all City departments can benefit from the process. Implementation of
the Buzzsaw system will provide a single location for multiple City departments and consultants to share
project information and receive electronic bids for capital projects.
,ogname: 60SOUTHWEST Page 1 of 2
The Departments of Engineering and Transportation/Public Works are currently using Buzzsaw for the
review of plans and distribution of information pertaining to SH-121 and several capital building projects.
This project has demonstrated Buzzsaw as a reliable system.
Estimated cost for the initial agreement period -
Annual License agreement(1000 users)includes upgrades, support and maintenance $64,000.00
Consulting and customization (one time charge) $24,000.00
Setup fee and site training (one time charge) $7,500.00
Credit for existing service ($15,498.00)
Total $80,002.00
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.
RENEWAL OPTIONS - This agreement may be renewed for up to two additional 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.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the participating departments.
BQN\06-0193\DHM
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Richard Zavala (Acting) (6183)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Jack Dale (Acting) (8384)
,ogname: 60SOUTHWEST Page 2 of 2