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HomeMy WebLinkAboutContract 34018 CITY SECRETARY :1­/'ONTRACT NO. LiLl REVERSE 911®SUPPORT SERVICES AGREEMENT THIS AGREEMENT("Agreement") is made this day between City of Fort Worth through its Community Relations Department,a municipal corporation organized under the laws of the State of Texas,situated in Tarrant, Denton and Wise counties, Texas, (hereinafter the"Licensee") having its home address at and installation address at: City of Fort Worth Community Relations Department 1000 Throckmorton Street Fort Worth, TX 76102 And Sigma Communications, an Indiana corporation (hereinafter"Sigma"), having its home office at 6720 Parkdale Place, Indianapolis, Indiana 46254-4668; WHEREAS,the Licensee is a duly licensed user of REVERSE 9110 under a separate agreement dated 04/16/1997. WHEREAS, Licensee wishes to enter into an agreement to acquire optional software support and hardware repair to cover the items in the REVERSE 9110 License and Purchase Agreement; WHEREAS, Sigma offers such services; NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the Licensee and Sigma agree as follows: Section "A" Duties of Sigma Sigma agrees to provide the following services for a period of twelve months starting May 1, 2006—April 30, 2007. Al Sigma Software Support Services Sigma will provide software support for REVERSE 911@ via an 800 telephone number during the hours listed herein. The support services will correct any software programming problems that occur from normal use of REVERSE 911® for the intended purposes as outlined in the software manual. Training on the use of the software is provided to the user during original installation. Any additional training of the Licensee's personnel will be the responsibility of the Licensee. Additional Training is available from Sigma under a separate agreement. A2 REVERSE 911®Software Upgrades From time to time Sigma will provide enhancements to REVERSE 9110 software. These enhancement versions will be provided to the Licensee at no additional cost via telecommunication transfer of files. Licensee must be current with the most recent REVERSE 9110 version to receive software support under this Agreement. LFl,,I-11 l�E�!J ,.n c A3 REVERSE 911®Hardware Maintenance During the period of this Agreement Sigma will keep REVERSE 911® in good repair and operational condition. This Agreement includes all labor and materials necessary to keep REVERSE 9110 operational. This Agreement does not include the repair of damage from lightning strikes, flood, fire, and negligence on the part of the Licensee or acts of God. Sigma will not be responsible under this Agreement for moving the equipment or interfacing to new or different phone lines or equipment not in place at time of installation. A4 Hours of Support and Repair Phone support and repair services will be available Monday through Friday, 8:30 a.m.to 5:00 p.m., Central Standard Time. A5 Emergency Phone Support Emergency after hours phone support is also available at no cost for customers who are on valid support(meaning they have paid the renewal fee). A6 Database and Map Update Once during the term of this Agreement, at a time determined by Sigma, Sigma will update the database and the map. The REVERSE 911@ database will be updated with new, listed phone numbers in a like manner consistent with the creation of the original database provided under the REVERSE 9110 License Agreement. Sigma agrees to notify Licensee is writing when any update will occur and when the update will be completed. Section "B" Duties of Licensee 131 Charges for Service and Support Licensee agrees to pay$4,588.00 for the services outlined in section"A". Charges for above will be billed to the Licensee upon acceptance of this agreement. B2 Unauthorized Service Licensee will prevent non-Sigma personnel from providing or attempting to provide the services listed in this Agreement during the term of this Agreement. B3 Administrator It is the Licensee's responsibility to appoint a system administrator that will be kept trained and qualified on the proper use of REVERSE 911®System. The system administrator will be the point of contact for all non-emergency support calls to Sigma. B4 Periodic Testing Licensee agrees to test the system once per month and report any problems to Sigma. It is Licensee responsibility to inform Sigma in a timely manner of any problems with the operation or use of REVERSE 911®. B5 Access The Licensee will provide access to REVERSE 9110 equipment by authorized Sigma service personnel during normal business hours for the purpose of fulfilling Sigma's duties under this Agreement. Section "C" General Provisions C1 Arbitration: NIA C2 Limitation on Liability SIGMA SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER RESULTING FROM THE LICENSEE'S FAILURE TO TIMELY SUPPLY SIGMA WITH NECESSARY INFORMATION OR ACCESS. ADDITIONALLY, SIGMA SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. SIGMA WILL NOT BE RESPONSIBLE FOR ANY PERSONAL INJURY, DEATH OR DAMAGE DUE TO THE USE, MISUSE OR FAILURE OF REVERSE 911®. HOWEVER, SIGMA AGREES TO BE LIABLE FOR ANY LOSS, PERSONAL INJURY, DEATH OR DAMAGES DUE TO THE NEGLIGENT ACTS, ERRORS, OMISSIONS OR INTENTIONAL CONDUCT OF ITS EMPLOYEES, OFFICERS, DIRECTORS,AGENTS, OR REPRESENTATIVES WHILE ON THE PREMISES OR SITE OF LICENSEE. C3 Excused Performance Each party to this Agreement will be excused for any delay in its performance resulting from causes beyond its control and not attributable to its fault or negligence, including, but not limited to, delays in the performance by the other party, due to acts of God or of the public enemy, war, riot, civil disorder,embargo,fire,flood or strikes. C4 Termination This Agreement may be terminated upon the failure of the Licensee to make mandatory appropriations for the payment of any monies due from Licensee to Sigma under this Agreement. Either party may terminate this agreement for any reason upon thirty (30) days written notice to Sigma. C5 Breach and Waiver of Agreement No waiver, change, amendment or disclosure of any term or condition hereof or consent hereunder, shall be binding upon a party hereto unless made in writing and signed by the party to be bound. A waiver of any breach of a provision of this Agreement shall not be deemed to be a waiver of any subsequent breach of said provision nor a waiver of any breach of any other provi- sions. C6 Confidentiality Both parties agree to keep confidential during the term of this Agreement and thereafter any proprietary data or information obtained by it concerning the other party hereto; provided, however there shall be no restriction concerning confidentiality or disclosure with respect to: (i) Information or data required to be disclosed by law or government requirements, specifically information that is required to be disclosed pursuant to chapter 552 of the Texas Government Code (to the extent of the disclosure required); (ii) Information or data which at the time of disclosure is already lawfully in the possession of the receiving party; (iii) Information or data which at the time of disclosure was lawfully or properly in the public domain; (iv) Information or data which is the subject of independent development by the party receiving the information; or (v) Information or data which is rightfully received from a third party. C7 Entire Agreement No other agreements, statement, promise or proposal relating to the subject matter of this Agreement which is not contained herein, or in documents expressly incorporated into this Agree- ment by reference herein,shall be valid or binding. C8 Amendments This Agreement may be amended by the mutual agreement of the parties hereto, expressed in writing,to be attached to and incorporated into this Agreement. C9 Invalid Provisions In the event that any provision contained in this Agreement shall for any reason be held invalid or unenforceable, such invalidity or non-enforceability shall not invalidate this Agreement in its entirety, it being the intent of the parties that a court of competent jurisdiction shall reform the provision to reproduce its nearest enforceable economic equivalent. C10 Assignment Neither this Agreement nor any obligation or duties hereunder shall be assigned by either party hereto, except as expressly provided herein, without the prior written consent of the other party hereto. Notwithstanding the immediately foregoing, either party may assign this Agreement to any Licensee with which it is affiliated or to a successor by purchase of substantially all of the assets or successor by merger or consolidation, provided; however, that the assigning party shall notify the other party of such assignment, and the assigning party shall continue to be responsible for its obligations hereunder unless written consent to the contrary is given by the other party hereto. C11 Successors This Agreement shall inure to and bind the parties hereto and their respective heirs, devisees, legatees,successors,assigns,and legal representatives. C12 Counterparts This Agreement may be executed in several counterparts and so executed shall constitute one agreement, binding on all the parties hereto, even though all the parties are not signatory to the original or the same counterpart. Any counterpart of this Agreement, which has attached to it separate signature pages, which altogether contain the signatures of all parties, shall for all purposes be deemed a fully executed agreement. C13 Governing Law/Venue This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any actions or claims brought under this agreement shall be exclusively in Tarrant County, Texas. C14 Right to Audit Licensee shall, until the expiration of one (1) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Sigma involving transactions relating to this Agreement. Sigma agrees that Licensee shall have access during normal working hours to all necessary Sigma facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Licensee shall give Sigma reasonable advance notice of intended audits. C15 Independent Contractor It is expressly understood and agreed that Sigma shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of Licensee. Subject to and in accordance with the conditions and provisions of this Agreement, Sigma shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Sigma acknowledges that the doctrine of respondeat superior shall not apply as between Licensee, its officers, agents, servants and employees, and Sigma, its officers, agents, employees, servants, contractors and subcontractors. Sigma further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Licensee and Sigma. [Signature Page Follows] CO C l.,.,�. IQ� � t23 EXECUTED in multiple originals on this,the 81h day of September, 2006 ATTEST: CITY OF FORT WORTH By: By: Clty Secretary Assistant City Manager Date: Date: APPROVED AS TO FORM AND LEGALITY: SIGMA COMMUNICATIONS 0—If(�" By:— lgz�llex,-2, Assistan City Attorney St6ven F arren, VP Sales&Marketing Date: 3 s Iz, Date: /P/Pio NO M&C required Contract Authorization CITY ? ; CITY SECRETARY CONTRACT NO. REVERSE 911®INTERACTIVE COMMUNITY NOTIFICATION SYSTEM SUPPORT SERVICES AGREEMENT BETWEEN CITY OF FORT WORTH THROUGH ITS COMMUNITY RELATIONS DEPARTMENT AND SIGMA COMMUNICATIONS it