The URL can be used to link to this page

Home My WebLink AboutContract 34027 CITY SECRETARY CONTRACT NO. AEF AW INCORPORATED - 16308 Orange Avenue, Paramount, Ca. 90723-4882 562-634-1170 Fax 562-634-0993 800-327-9337 AGREEMENT FOR ASTM 11? This agreement between INPUT SYSTEMS,INCORPORATED,the SUPPLIER,herein after referred to as I.S.I.and the CITY OF FORT WORTH,TEXAS,herein after referred to as the CUSTOMER, APPENDIX'A', SWEIWCHARGES FOR THE PER/OD OF OCTOBER 1, 2006 THROUGH SEPTEMBER 30, 2007; APPENDIX 'B; SMW90 SITE LICENSE AGREEMENT'constitute the entire agreement of the parties and shall supersede any prior agreements,either oral or written pertaining to the contemplated services. I. M11=110 SOFTWARE PROVIDED I.S.I.agrees to provide to the CUSTOMER .I7MMO SOFTWARE MODULES detailed below. Master File Record(M.F.R.)— ESTABLISHMENT TRACK/NG'MODULE Daily AcHvity Report(D.A.R.)-- 'T/MEACCOUNTING'MODULE 'AUTOMATED FIELD INSPECTION SYSTEM' A/R--'BILLING-ACCOUNTS RECEIVABLE-PERM/TTING'MODULE THE'RFS/CS REQUEST FOR SERV/CE/COMPLA/NT SYSTEM' THE'CARD REG/STRAT/ON'SYSTEM l/. CHARGES The CHARGES for S717M02t'a are based on the NUMBER OF ACTIVE EMPLOYEES and the NUMBER OF ACTIVE INVENTORIES MAINTAINED IN THE SYSTEM.Charges are adjusted QUARTERLY. Charges are detailed in APPENDIX A,ANIN7K'e and are based upon the CURRENT CHARGES FOR THE PERIOD OF OCTOBER 1,2006 THROUGH SEPTEMBER 30,2007. The charges for services stipulated herein are subject to revision for any changes the C make to its requirements or for additional work requested which is not set forth in this W9 _ Zlbt; ,:o the Appendixes. ITY FGRE �y lll. PERFORMANCE l !� '. 5\ffl5, t�Ga I.S.I.warrants that the software provided has been tested and will provide the proper reMts whe,,useW1 in accordance with the manufacturer's instructions. I.S.I.reserves the right to upgrade,modify,or otherwise enhance,or change,5111 /1030 whenever necessary or appropriate to the proper utilization of the system AGREEMENT FOR J11WM,1.'® Page >of 8 /N/T !N/T ENV/RONMENTAL HEAL TH DA TA MANAGEMENT SOL UT/ONS IV. TRAINING AND SUPPORT I.S.I.will provide on going on-site installation,assistance,and training on JIII 7IIWIn addition,I.S.I.will provide telephone 'HELP' support from approximately 9:00 A.M. Pacific Time until 5:00 P.M. Pacific Time, Monday through Friday,normal holidays excluded. The CUSTOMER agrees to provide telephone line access and a modem capable of allowing I.S.I.communications access to provide'REMOTE'support on a pre-arranged basis. I.S.I.will provide the software communications link. Clerical training is included in the annual subscription charges. On a mutually agreeable schedule I.S.I.will provide training seminars to the CUSTOMER. This training will be provided at no additional charge to the CUSTOMER. V. BILLING The CUSTOMER will be billed on a MONTHLY basis. CHARGES are adjusted ON A QUARTERLY BASIS, BASED ON THE NET ADDITIONS OR DELETIONS of EMPLOYEES and INVENTORY ITEMS to the system. THREE(3)MONTHLY invoices will be mailed during the first week of EACH QUARTER. Invoices for each month are due and payable no later than the I OTh day of the calendar month following the month for which the INVOICE applies. (See APPENDIX A for monthly charges.) VI. PROPERTY All computer programs, written procedures and similar items provided by I.S.I., are the exclusive property of I.S.I., and shall always remain the property of I.S.I., unless there is an express written provision to the contrary. .17171 RVR provided to the CUSTOMER is the property of I.S.I. and is not for sale. INDIVIDUAL MODULES PROVIDED AS A PART OF.1917x' 150 CONTAIN LICENSING AND EXPIRATION ROUTINES THAT WILL MAKE THEM UNUSABLE,UNLESS THE CUSTOMER CONTINUES THEIR SUBSCRIPTION ON AN ANNUAL BASIS TO THE SYSTEM. I.S.I. will NOT store NOR be responsible for the CUSTOMER'S source documents, data, magnetic tapes, diskettes or other media. All CUSTOMER data will be stored at the CUSTOMER'S LOCATION, and it is the responsibility of the CUSTOMER to properly back up,store and safeguard. All CUSTOMER furnished information and data resulting from the operation of I.S.I.'s programs on the CUSTOMER's information in connection with this agreement shall be the sole and exclusive property of the CUSTOMER. Such information is the proprietary property of the CUSTOMER and constitutes government records of the CUSTOMER. I.S.I.shall treat the CUSTOMER's information as confidential and shall safeguard itto the greatest extent practicable. Furthermore,I.S.I.agrees that during the term of this agreement it shall not make such information available in any form to any person,other than the CUSTOMER,without the prior written authorization of the CUSTOMER. Upon termination of this agreement,such information will not be made available by I.S.I.to any person otherthan a duly authorized representative of the CUSTOMER. VII. LIABIL17Y In the event of any error,omission,or other problem whether human or mechanical, on the part of I.S.I., its employees,or.171W /'b'® I.S.I.agrees to correct the software at no additional charge to the CUSTOMER. It is expressly understood and agreed that I.S.I. SHALL NOT be liable to any third persons for any damages which said third persons may incur, directly or indirectly, as a result of the errors or omissions of the CUSTOMER or the CUSTOMER's employees. I.S.I.SHALL NOT be liable for failure to perform if due to causes beyond its control,under this contract,if the failure arises from causes beyond the control of and without the fault or negligence of I.S.I. Such causes shall include,but not be limited,to acts of God,the public enemy,the Government, or contractual capacity,fires, flood,quarantine restrictions,strikes,freight embargoes,and unusually severe weather. AGREEMENT FOR A$IIWG/K'® Page 2 of 8 INIT INIT 0 VIII. REPRESENTATIONS This agreement, APPENDIX A, A71Ts6 ,40 CHARGES FOR THE PERIOD OF OCTOBER 1, 2006 THROUGH SEPTEMBER 30,2007-and APPENDIX B; 3111 7SV SITE LICENSE AGREEMENT;shall constitute the entire agreement of the parties and shall supersede any prior agreements,either oral or written pertaining to the contemplated services. This agreement shall be governed by the laws of the State of Texas and applicable Federal law. The terms and conditions of this agreement may be changed by written mutual consent. The provisions of this agreement are severable; and if for any reason any one or more of the provisions contained herein are held to be invalid,illegal,or unenforceable in any respect,the individuality,illegality,or un-enforce ability shall not affect any other provision of this agreement,and this agreementshall remain in effect and be construed as if the invalid, illegal, or unenforceable provisions had never been contained in the agreement. IX. ANNUAL PRICEADJUSTMENT I.S.I. reserves the right to modify or change.$IIWMPV prices on an annual basis. CUSTOMERS will receive written notice of I.S.I.'s intent to modify or change the existing prices no later than three(3)months prior to the expiration date of the contract year. X. FUNDING Availability of Funds:The parties agree that this Agreement and all claims,suits,or obligations arising under or related to this Agreement are subject to and limited to the availability of funds appropriated by the Fort Worth City Council,for the purposes of this Agreement or for the respective claim,suit,or obligation,as applicable. The City agrees to place the above notices relating to availability of funds, the source of funds, and legal authority in all subcontracts. V. ASSIGNMENT I.S.I.and the City bind themselves and any successors and assigns to this agreement. Neither I.S.I.nor the City shall assign,sublet,or transfer its interest in this agreement without written consent of both,and any attempted transfer without such consent is void. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of I.S.I.,or the City, nor shall it be construed as giving any rights or benefits hereunder to anyone other than to I.S.I.and the City. Notwithstanding any provisions relating to assignment in the Uniform Commercial Code,no delegation by a party hereto of any duties or obligations nor assignment by a party hereto of any rights under or interests in the agreement will be binding on another party hereto without the written consent of the party sought to be bound;and,specifically but without limitation,monies that may become due and monies that are due may not be assigned without such consent(except to an extent that the effect of this restriction may be limited by law),and unless specifically stated to the contrary in any written consentto an assignment,no assignment will release or discharge the assignor from any duty or responsibility under this agreement. I.S.I.and the City each binds itself,its partners,successors,assigns and representatives to the other party hereto, its partners,successors,assigns and representatives in respect to all covenants, agreements and obligations contained in the agreement. All. WAIVEROFSOVEREIGNIMMUNITY I.S.I.and the City hereby agree that this Agreement does not waive the City's sovereign immunity relating to suit, liability and the payment of damages. The parties further agree that all claims,suits or obligations arising under or related to this Agreement are subject to and limited to the availability of funds appropriated by the Fort Worth City Council for that respective claim,suit,or obligation. XIII. SEVERABILITY Any provision of this agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken,and all remaining provisions shall continue to be valid and binding upon I.S.I.and the City. In such an event,it is herein agreed by I.S.I.and the City that the agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. In the absence of reformation,this agreement shall remain in effect and be construed as if the invalid,illegal or unenforceable provision had never been contained in the agreement. AGREEMENT FOR AY1171h711' Page 3 of 8 INIT4& INIT XIV. GOVERNING LAW AND VENUE I.S.I. and the City agree that the laws of the State of Texas shall govern the validity and construction of this agreement,except where preempted by federal law. Should any action,real or asserted,at law or in equity, arise out of the terms and conditions of this agreement,venue for said action shall be in Tarrant County,Texas. XV RIGHTSAND REMED/ES NOT WAIVED In no event shall the making by the City of any payment to I.S.I.constitute or be construed as a waiver by the City of any breach of covenant,or any default which may then exist,and the making of any such payment by the City while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the City with respect to such breach or default. Any waiver by either party of any provision or condition of this agreement shall not be construed or decreed to be a waiver of any other provision or condition of this agreement, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the party to be bound. XVI. TERMINATION The City may terminate this contract without cause by giving ninety(90) days written notice to Contractor, provided that such termination shall be without prejudice to any other remedy the City may have. In the event of termination, any work in progress will continue to completion unless specified otherwise in the notice of termination. I.S.I.may terminate this contract without cause by giving ninety(90)days written notice to the City,provided that such termination shall be without prejudice to any other remedy I.S.I.may have. In the event of termination, any work in progress will continue to completion unless specified otherwise in the notice of termination. The City may terminate this agreement for failure of I.S.I.to comply with the terms of this agreement. In the event the City decides to terminate I.S.I.'s contracted services,the City will provide I.S.I.with written notice ninety(90)days prior to the termination of the agreement. I.S.I.may terminate this agreementfor failure of the City to comply with the terms of this agreement. In the event I.S.I.decides to terminate services contracted by the City,I.S.I.will provide the City with written notice ninety (90)days prior to the termination of the agreement. In the event either party defaults in the performance of any of its obligations under this contract,misrepresents to the other a material fact,or fails to notify the other party of any material fact which would affect the party's performance of its obligations hereunder,the non-defaulting party shall have a right to terminate this contract upon giving the defaulting party written notice describing the breach or omission in reasonable detail. The defaulting party shall have a ninety(90)day period commencing upon the date of notice of default in which to effect a cure. If the defaulting party fails to effect a cure within the aforesaid ninety(90)day period,or if the default cannot be cured,the contract shall terminate as of the date provided in the notice of default. XVII. FORCE MAJEURE I.S.I. shall not be deemed to be in default because of any failure to perform under this contract,if the failure arises from causes beyond the control and without the fault or negligence of I.S.I. Such causes shall include acts of God,acts of the public enemy,acts of Government,in either its sovereign or contractual capacity,fires, flood,epidemics,quarantine restrictions,strikes,freight embargoes,and unusually severe weather. If the failure to perform is caused by the failure of a subcontractor of I.S.I.'s to perform,and if such failure was beyond the control of both I.S.I. and the subcontractor, without their fault or negligence, I.S.I. shall not be deemed to be in default unless the subcontracted supplies or services were reasonably obtainable from other sources. Alternatively,if at any time during the term of this contract the work of I.S.I.fails to meet the specifications of the contract documents,the City may notify I.S.I.of the deficiency in writing. Failure of I.S.I.to correct such deficiency and complete the work required under this contract to the satisfaction of the City within ten days after written notification shall result in termination of this contract. I.S.I.shall pay all costs and attorneys fees incurred by the City in the enforcement of any provision of this contract. The remedies provided for herein are in addition to any other remedies available to the City elsewhere in this contract. XVIII. AUTHORIZATION The undersigned officer and/or agents of the parties hereto are properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto,and each party hereby certifies AGREEMENT FOR b71WEIV Page 4 of 8 IN14$V 1N1T#L'__ to the other that any necessary resolutions extending such authority have been duly passed and are now in full force and effect. X/X. TERM ofAGREEMENT This agreement is in effect when all parties have signed and is valid for THE PERIOD OF OCTOBER 1, 2006 THROUGH SEPTEMBER 30,2007.This agreement is renewable for two additional years subjectto paragraphs IX and XVI of this agreement.. The terms and conditions of this agreement may be changed by written mutual agreement at any time. BYS/GN/NG TH/SAGREEMENT, YOUACKNOWLEDGE THAT YOUHAVEREAD TH/SAGREEMENT,APPENDIX A: 371NE/1Se CHARGES, APPEND/X& SIIMAe S/TELICENSEAGREEMENT,endAPPEND/XC.ADDITIONAL AGREEMENTS,UNDERSTAND THEM,ANDAGREE TO BEBOUND BYTHE TERMSAND CONDITIONS OF THESE AGREEMENTS. IN WITNESS WHEREOF, the parties hereto have executed this agreement in triplicate originals in Tarrant County,Texas. ACCEPTED BY: ACCEPTED BY: INPUT SYSTEMS,INCORPORATED CITY OF FOR WORTI�TIXAS BYg-at BY: Harley D. cock,President Joe Pania6ja,Akals f it Manager r+ � 0/0 Date: ��— Date: APPROVED AS TO FORM WITNESS: NAME: TITLE: ATTEST: CORPORATE SEAL: f, Ak&�4 A A Marty Hendrix,INty Secretary FIROVED As To HCOND AN LEGA ITY: My PCRENY SOUR, TEX, s��i T CITY A TOR EY Ue-A" a, - Tic 7e,� NOM&C R,: UIRE,D AGREEMENT FOR.17171/s'/S1' Page 5 of 8 /N/ � /N/T APPENDIX A:.1717MISO CHARGES Cl TY OF FORT WORTH, TEXAS .171mno FISCAL YEAR CHARGES FOR OCTOBER 1,2006-SEPTEMBER 30,2007 The ANNUAL CHARGES for 3111 EJ'.10 are based on the number of ACTIVE EMPLOYEES and INVENTORY ITEMS MAINTAINED in the system. The charge for each ACTIVE EMPLOYEE MAINTAINED in the system is $30.00 PER MONTH. The charge for each INVENTORY ITEM MAINTAINED in the system is $.30 PER MONTH. The APPROXIMATE ANNUAL charges for.1717s/ 90 are based on the following counts from current operations. .17IF ERNOANNUAL CHARGES FOR CITY OF FORT WORTH,TEXAS 15 ACTIVE EMPLOYEES MAINTAINED IN SHO Pr @$30.00 ea/mo. ........... .......... . ....... $450.00 5,444 ACTIVE INVENTORIES MAINTAINED IN S11TA 1Se @$.30 ea/mo. ............... . .. ...... ... $ 1,633.20 MONTHLY COST .. ....... . ..... $2,083.20 ANNUAL COST: ...... ........ $24,998.40 THEABOVE CHARGES AREAPPROX/MAT/ONS BASED ON THE COUNTS SHOWN. ACTUAL CHARGES ARE BASED ON THEACTUAL COUNTS PROVIDED BY THE CUSTOMER FOR THE CURRENT BILLING PERIOD. APPENDIXA: .1717s',/s7 ' CHARGES CITY 6"ECKT RY AGREEMENTFOR.1717 7:10 Page 6 of 8 /NIT �INIT#:l Ar rAW INCORPORATED 16308 Orange Avenue, Paramount, Ca. 90723-4882 562-634-1170 Fax 562-634-0993 800-327-9337 MIERVA ' SITE LICENSE AGREEMENT-APPENDIX'B' IMPORTANT- READ THIS LICENSE AGREEMENT CAREFULLY GRANT OF L/CENSE INPUT SYSTEMS,INCORPORATED,grants to the CUSTOMER-A NON-TRANSFERABLE,NON-EXCLUSIVE LICENSE -to use the software system,programs and documentation referred to herein as SII�fM�° This is a LICENSE AGREEMENT and NOT an agreement for sale. INPUT SYSTEMS, INCORPORATED,owns ANTMV which is copyrighted,and has proprietary rights in the product. You are purchasing a REVOCABLE LICENSE to use the SYSTEM. You obtain no rights other than the license granted by this Agreement. Title to 511VE,110 and any copy made of it,is retained by INPUT SYSTEMS,INCORPORATED. The CUSTOMER does not receive any, and INPUT SYSTEMS,INCORPORATED,retains all ownership rights in 911IMPS'�. This agreement and any of the licenses,programs,or materials to which it applies may not be assigned,sub- licensed or otherwise transferred by the CUSTOMER without written consent from INPUT SYSTEMS, INCORPORATED. LIMITED WARRANTYAND LIABILITY INPUT SYSTEMS,INCORPORATED,WARRANTS THAT A017M50will perform in compliance with the documentation and instructions,when used on computer hardware approved by INPUT SYSTEMS, INCORPORATED. INPUT SYSTEMS,INCORPORATED,does NOT warrant that 5117MIr will operate error free or uninterrupted,or that all non-conformities can or will be corrected. INPUT SYSTEMS, INCORPORATED,does NOT warrant statements,or claims by other parties. Should the software fail to operate as warranted,INPUT SYSTEMS, INCORPORATED, shall promptly,upon notice,replace or correct the defective software. This shall be INPUT SYSTEMS,INCORPORATED,only liability with respect to the software product or license. IN NO EVENT SHALL INPUT SYSTEMS,INCORPORATED BE LIABLE FOR ANY DAMAGES,CLAIM OR LOSS INCURRED BY USER (INCLUDING WITHOUT LIMITATION COMPENSATORY,INCIDENTAL,INDIRECT,SPECIAL,CONSEQUENTIAL,OR EXEMPLARY DAMAGES,LOST REVENUES,OR EXPENDITURES RESULTING FROM LOST DATA OR THE CUSTOMER'S INABILITY TO USE THE DATA OR THE PRODUCT. The CUSTOMER assumes all responsibility for the use of the product to achieve the intended results,and for the results obtained from the Product. A171Z7s7V a SOFTWARE IS PROVIDED SUBJECT TO THE WARRANTY AND REMEDY JUST EXPRESSED AND IS IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND,EITHER EXPRESSED OR IMPLIED,BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE BOTH OF WHICH ARE SPECIFICALLY EXCLUDED. APPENDIX 'B' 3'11fflj ''-SITE LICENSE AGREEMENT Page 7o 8 /NIT /N/T ENVIRONMENTAL HEALTH DATA MANAGEMENT SOLUTIONS APPENDIX B: SITELICENSE S/TE L/CENSEAGREEMENT NUMBER OFMACHINES THAT311=1110 MAYBEINSTALLED ON.• .1714sEIV licensed under this Agreement authorizes the CUSTOMER to use 371WT190 ON AS MANY SINGLE-USER P.C.COMPUTER SYSTEMS,or AS MANY MULTI-USER(NETWORKED)COMPUTER SYSTEMS,OR ANY COMBINATION THEREOF, AS DESIRED,provided they adhere to the pricing provisions of 'AGREEMENT FOR SERVICE PERMISSION TO COPY LICENSED PROGRAMS.• No right to print or copy,in whole or in part, .171TsERVO Licensed Program(s),DOCUMENTATION,PROCEDURES,or any related materials,is granted except as herein expressly provided. The programs and their related documentation are copyrighted. Any Licensed Programs which are provided by INPUT SYSTEMS,INCORPORATED in machine readable form may be copied for back-up or archive purposes only. The CUSTOMER agrees to maintain appropriate records of the number and location of all such copies of 37IM/1'r. The original,and any copies of A7ITS&V Licensed Programs,in whole or in part,which are made by the CUSTOMER shall be the property of INPUT SYSTEMS,INCORPORATED:except for the media on which the Licensed Programs are recorded. The CUSTOMER agrees to reproduce and include the copyrighted notice of INPUT SYSTEMS,INCORPORATED on all copies,in whole or in part,in any form,including partial copies of Licensed Programs made hereunder. You may not copy,reverse engineer(decompile),translate,port,merge,modify,or make derivative works of ,171Ts/i 40. You may not rent,disclose,publish,sell,assign,lease,sub-license,market,or transfer .171TsMISO or use it in any manner not expressly authorized by this agreement. You shall not alter or remove any copyright notice or proprietary legend contained in or on AMMEASO. PROTECT/ON AND SECURITY The CUSTOMER agrees NOT to provide or otherwise make available any portion of.1718M90 including but not limited to object code in any form,to any person other than CUSTOMER,or INPUT SYSTEMS,INCORPORATED employees,without prior written consent from INPUT SYSTEMS,INCORPORATED,except for purposes specifically related to the CUSTOMER's use of the Licensed Program. TERM OFAGREEMENT The TERM OF THIS AGREEMENT is referenced in and stipulated by'THEAGREEMENTFOR.1717sEle, which is a part of this S/TEL/CENSEAGREEMENT' MISCELLANEOUS This 'SITE LICENSE AGREEMENr shall be governed by the laws of the State of Texas and applicable Federal law. And shall inure to the benefit of INPUT SYSTEMS,INCORPORATED,its successors,administrators,heirs and assignees. Any litigation arising from the use of the programs must be filed in Tarrant County,Texas. If any provision of this agreement is declared invalid or unenforceable,the remaining provisions of this agreement shall remain in full force and effect. Any notice under this agreement shall be delivered by U.S.Certified Mail, return receipt requested to the following address: INPUT SYSTEMS,INCORPORATED 16308 Orange Ave. Paramount,CA 90723 BY SIGN/NG THIS I GREE , YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND /T,ANDAGREE;: T BE B UN BY/TS TERMS AND CONDITIONS. f CITY OFF T O Tl`(,7XAS Date UAL WORD APPENDIX 'B' .17IWFRS'-SITE LICENSE AGREEMENT Page 8 of 8 /NIT /NIT