HomeMy WebLinkAboutContract 35791co�TRACREn o�� J
License Agreement
This Agreement is inade between the City of Fort Worth, located at 350 West Belknap
Street, Fort Woi�th, Texas 76102, hereafter referred to as "Licensee" and Coplogic Inc.,
hereafter refei7ed to as "Licensor" with a pr-incipal place of business at 231 Market Place
Suite #520 San Ramon, Ca. 94583
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
AND CONDITIONS IDENTIFI�D HEREIN, THE PARTIES HEREBY AGREE
AS FOLLOWS:
1. DEFINITIONS
(a) "Documentation" means technical manuals, training manuals, user guides,
and workbooks, as updated and amended fi�om time to time, provided by Licensor to
assist Licensee with the use of Software.
(b) "Sofh�vare" means all or any por-tion of the global version of the binary
computer software programs and updates and enhancements thereto, (including
coi�responding source code, unless specifically excluded herein) and Documentation
delivered by Licensor to Licensee. Software includes any third-party softwa.re delivered
by Licensor as specified in the Schedule, and modifications made to the Software.
Software does not include source code to third party software. Unless specifically stated
otherwise, all Software is delivered to Customer only if and when genei•ally
commercially available.
(c} "Install" means placing the Software on a computer's hard disk.
(d) "Use" means (i) executing or loading the Software into computer RAM or
other primary memory, and (ii) copying the Software for archival or emergency restart
puiposes.
2. GRANT OF RIGHTS AND SCOPE OF SERVICES
Licensor hereby grants to Licensee a nonexclusive nontransferable license to install and
use the Software on a computer/server in Licensee's possession. Licensee has elected to
maintain the application on Licensee's servers. Licensor also agrees to provide the
set-vices listed in the Scope of Services attached hereto as E�chibit "A" and made a part
hereo£
3. LICENSE TERM
This Agreement and this License are effective when the Agreement is executed by both
parties and the License granted to the Software remains in force until terminated in
accordance with paragraph 5 of this Agreement.
4. LICENSE FEE
Licensee agrees to pay Licensor the following one time license fee of $27,500.00 and
maintain an annual inaintenance contract of $5,500.00 per year on the anniversary date of
this agreement until te1-�1linated according to this agreement. Payment of the maintenance
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fee for year one is due upon execution of this agreement and implementation of the
"Coplogic" product. The maintenance fee shall increase no more than 5% of the previolis
year maintenance fee for the following two years. Termination of the License during the
year following payment of the anmial maintenance contract amount is not a basis for
return of aiiy pai-t of that amount. All payrnents shall be made within thirty (30) days
fiom the date of invoice by electronic funds transfer to the Coplogic account specified in
writing, or by checic made payable to "Coplogic, Inc." and delivered to 231 Market Place
Suite #520 San Ramon, CA 94583.
4.1 Late Payments. All invoices will be sent thirty (30) days prior to their
respective due date. Invoices not paid thirty (30) after their respective due date
will be assessed a 5% late fee.
4.2 Taxes. In addition to other amotults payable uncter this Agreei�lent,
Licensee shall pay any and all federal, state, municipal, or othet• taxes, duties,
fees, or withholding cu�-�•ently or subsequently imposed on Licensee's use of the
Software or the payment of the License Fee to Licensor, other than taxes assessed
agaiust Licensor's net income. Such taxes, duties, fees, witliliolding, or other
charges shall be paid by Licensee or Licensee shall provide the appropriate
authority with evidence of exemption from such tax, duty, fee, withholding, or
charge. If Licensor is required to pay any such tax, duty, fee, or charge, or to
withhold any amount fi•om monies due to Licensor from Licensee pursuant to tlus
Agreement, Licensee shall proinptly reunburse Licensor any such amounts. The
City of Fort Worth holds a tax exempt status and will provide Coplogic with the
tax exempt infornlation.
5. TERMINATION
Licensee may tet•minate this Agreement at any time on 90 days written notice to
Licensor. Licensor shall have the right to terininate this License on 14 days written
notice to Licensee if Licensee fails to pay any amount due to Licensor under this
Agree�nent or if Licensor fails to perfot-�n ai�y obligation required of Licensee under this
License or if Licensee becomes bankrupt oi• insolvent.
5.1 On termination, Licensee will promptly return all copies of the Software to
Licensor or destroy all of Licensee's copies of the Software and so certify to Licensor in
writing within fourteen (14) days of teimlination.
6. RIGHTS UPON TERIVIINATION
Licensor has and reserves all rights and remedies that it has by operation of law or
otherwise to enjoin the unlawfiil or miauthorized use of Software or pocuulentation.
Upon termination of this License, all rights granted to Licensee under tlus Agreement
cease and Licensee will promptly cease all use aild reproduction of the Software and
Documentation, and Licensee shall return to Licensor or destroy the original and all
copies of the Software and Dociu��entation including partial copies and modifications.
Sections 9, 10, 1 l, and 12 will survive termination or expiration of this Agreement as will
any cause of action or claim of either party, whether in law or in equity, arising out of any
breach or default.
7. TITLE TO SOFTWARE
Licensor retains title to and ownership of the Software and Documentation and all
enhancements, modifications and updates of the Software or pocumentation. Licensee
shall not distribute the Software to any persons or entities other than Licensee's
employees, consultants, or contractoi•s. Licensee may not sell the Software to any person
or malce any other commercial use of the software. Licensee shall retain all copyright and
trademarlc notices on the Software and Documentation and shall take other necessary
steps to protect Licensor's intellectual property rights.
8. MODIFICATION AND ENHANCEMENTS
Licensee will make no efforts to reverse engineer the Software, or make any
modiiications or enhancements or derivative works based on the Software without
Licensor's express written consent.
9. WARRANTY
Licensor wairants that fi•om the date of tlus License, the Software �vill function given the
oi•iginal configuration is not replaced or changed by Licensee. Licensor wanants that to
the best of its knowledge, information, and belief, the Software does not contain any
known viiuses, back-doors or time bombs, (or similar malicious code}, or undocumented
security codes that could prevent Licensee's perpetual use of the Software.
THE WARRANTY GRANTED HEREIN IS IN LIEU OF ALL OTHER
WARR�NTIES, EXPRESS OR IMPLIED, 1NCLUDING BUT NOT LIMITED TO
ANY WARRf1NTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
Licensar's entire liability and Licensor's sole and exclusive i•emedy for breach of the
foregoing wai-�anty shall be, at Licensor's option, to:
• return to Licensee the maintenance fee for the period in which the Software did
not pef�form according to this warranty, or
• Repair the defects or
• Replace the Software.
10. ATTORNEY FEES
If any legal action is necessary to enforce tlus License, each party will be responsible for
their own attorney fees.
11. CONFIDENTIAL INFORMATION
(a) The term "Confidential Information" shall mean any and all inforination,
which is disclosed by either party ("Licensor") to the other ("Licensee") verbally,
electronically, visually, or in a written or other tangible form, which either is
identified or should be reasonably undeistood to be coiifidential or proprietaiy.
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Confidential I�Zfoi�rnation includes, but is not liinited to, trade secrets, coinputer programs,
software, documentation, formulas, data, inveirtions, tecl�niques, marketing plans,
strategies, forecasts, customer lists, employee infornlation, financial infoi�rnation,
confidential information concerning Licensor's business, as Licensor has conducted it or
as it may conduct itself in the future, confidential information concerning any of
Licensor's past, current, or possible future products or manufacturing or operational
methods, including inforination about Licensor•'s research, developnient, engineering,
purchasizlg, manufacturing, accounting, marketing, selling or leasing, and any software
(including third party software) provided by Licensor. Licensor's Confidential
Inforn�ation shall be treated as sti-ictly confidential by Licensee and shall not be
disclosed by Licensee except to those third parties with a need to know and that are
operating under a confidentiality agreement with non-disclosure provisions no less
restrictive than those set fot�th herein. This Agreernent iniposes iio obligation upon the
parties with respect to Confidential Information which either party can establish by
legally sufficient evidence: (i) was in the possession of, or was rightfully kllown by the
Licensar without an obligation to maintain its confidentiality prior� to receipt from Owner;
(ii) is or becoines generally knovv�l to the public without violation of this Agreement; (iii)
is obtained by Licensee in good faith frolli a tliud party having the right to disclose it
without an obligation on confidentiality; (iv) is independently developed by Licensee
witl�out the participation of individuals who have had access to the Confidential
Information or (v) is required to be disclosed by court order or applicable law, provided
reasonable prior notice is given to the Licensor. The Licensee shall not obtain, by virtue
of this Agreement, any rights title or interest in any Confidential Infoimation of the
Licensor. Within fifteen (15) days after termination of this Agreeinent, each patrty shall
certify in writing to Licensor that all copies of Licensoi•'s Confidential Infoinlation in any
foim, including partial copies, have been destroyed or returned to Licensor.
(b) Licensor acicnowledges that the Licensee is a goveriuliental agency and
may be required to release cei-tain information ttnder requests made according to
provisions of Chapter 552 of the Texas Goveinment Code, The Texas Public Information
Act.
(c) Recipient shall protect the deliverables resulting from Seivices with at least
the same degree of care and confidentiality, but not less than a reasonable standard of
care, which Recipient utilizes for Recipient's Confidential Information.
(d) The tertns of this Section 12 shall survive termination of this Agreement.
Licensor and Licensee acl�lowledge that any breach of this Section 12 by Licensee
will irreparably hai�n Licensor. Accordingly, in the event of a breach, Licensor is
entitled to promptly seek injunctive relief in addition to auy other remedies that the
disclosing party may have at law or in equity.
13. RELATIONSHIP BETWEEN THE PARTIES Licensor is, a.nd at all times shall
remain, an independent contractor solely responsible for all acts of its employees, agents,
or sub consultants, including any negligent acts or omissions. Licensor is not Licensee's
agent, and shall have no authority to act on behalf of the Licensee, or to bind the Licensee
to any obligation whatsoever, unless the Licensee provides prior written authorization to
Licensor. Licensor is not an officer or employee of Licensee and Licensor shall not be
entitled to any benefit, right, or compensation other than that provided in this Agreement.
14. CONFLICTS OF INTEREST PROHIBITED Licensor (including its employees,
agents, and sub Licensors) shall not maintain or acquire any direct or indirect interest that
conflicts with the performance of this Agreement. Any conflicts shall be disclosed in
accordance with Chapter 176 of the Texas Local Government code.
15. COMPLIANCE WITH LAW AND STANDARD OF CARE
Licensor shall comply with all applicable legal requirements including all federal, state,
and local laws (including ordinances and resolutions), whether or not said laws are
expr•essly stated in this Agreement. Licensor shall perfoi7n services under this Agreement
using a standard of care equal to, or greater than, the degr�ee of skill and diligence
ordinarily used by reputable professionals, with a level of experience and training siinilar
to Licensor, perfon�iing under circumstances similar to those required by this Agreement.
16. INSURANCE Licensor shall, tlu�oughout the duration of tlus Agreement, maintain
insurance to covei• Licensor (including its agents, rept•esentatives, sub-consultants, and
employees) in connection with the performance of services under this Agreement. Tlus
Agreement identifies the minimum insurance levels with which Licensor shall comply;
however, the minimum insurance levels shall not relieve Licensor of any other
performance responsibilities under this Agreement (including the indemnity
i�equirements), and Licensor may carry, at its own expense, any additional insurance it
deems necessary or pi�dent. Concui�rently with the e�ecution of this Agreement by the
Licensor, and prior to the commencement of any services, the Licensor shall fiirnish
written proof of insurance (certificates and endorsements), in a form acceptable to the
Licensee. Licensor shall provide substitute written proof of insurance no later than 30
days prior to the expiration date of any insurance policy required by this Agreement.
161 Minimum Insurance Levels. Licensor shall inaintain insurance at the
following minimum levels:
16.2 Conmiercial General Liability coverage in an amount not less
than $2,000,000 general aggregate and $1,000,000 per occurrence for
general liability, bodily injtuy, personal injury, and property damage.
16.3 Statutory Workers' Compensation insurance as required by the State
of Texas.
16.4 Errors and Omissions Liability Insurance appropriate to the
consultant's profession. Technology coverage is to be endorsed to include
contractual liability. Coverage limit should be at least $1,000,000.
16.5 Endorsements. The insurance policies shall be endorsed as follows:
(a) For the conmlercial general liability insurance, the Licensee
(including its elected officials, employees, and agents) shall be named as
additional insured.
(b} Licensor's insurance is primaiy to any other insurance available to
the Licensee with respect to any claim arising out of this Agreement. Any
ulsurance inaintained by the Licensee shall be excess of the Licensor's
insurance and shall not contribute with it.
16.6 Qualifications of Insurers. All insurance companies providing
coverage to Licensor shall be insurance organizations authorized by the Insurance
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Coinmissioner of the State of California to transact the business of insurance in
the State of California, and shall have an A.M Best's rating of not less than
"A:VII."
17. REPORTING DAMAGES If any damage (including death, personal injtiry or
property datnage) occurs in connection with tlie perfoi7nance of this Agreement, Licensor
shall immediately notify the Licensee Rislc Manager's office and Licensor shall promptly
submit to the Licensee's Risk Manager and the Licensee's Authorized Representative, a
written report (in a fonn acceptable to the Licensee) with the following information:
(a) name and address of the injured or deceased person(s), (b) name and address of
witnesses, (c) name and address of Licensor's insurance
company, and (d) a detailed description of the damage and whether any Licensee
propei�ty was involved.
18. GENERAL PROVISIONS
(a) Complete Agreement: This License together with E�ubit "A", wluch is
incotporated hereiii by reference, is the sole Agreement between the
parties. This Agreement supersedes all prior understandings, agreements and
documentation relating to such subj ect matter.
(b) Modifications to License: Modifications and ainendmeuts to this License,
including any exhibit or appendix hereto, shall be enforceable only if they are in
writing and are signed by authorized representatives of both parties.
(c) Applicable law: This License will be governed by the laws of the State of Texas.
Any suit, claim, or legal proceeding of any kind related to this Agreeinent
shall be filed and heard in a court of competent jurisdiction.
(d) Notices: All notices and other cornmuiucations given in connection with this
License shall be in writing and shall be deemed given as follows:
• When delivered personally to the recipient's address as appearing in the
introductory parab aph to this License;
• Three days after being deposited in the United States mails, postage prepaid to the
recipient's address as appearing in the introductory paragraph to tlus License; or
• When sent by fax or telex to the last fax, telex number or E-Mail address of the
recipient known to the party giving notice. Notice is effective upon receipt
provided that a duplicate copy of the notice is promptly given by first-class or
certified mail or the recipient delivers a wj•itten confirination of receipt. Notices via email
will be sufficient if a"read receipt" is generated from an authar•ized recipient of the email
indicating the day and time of receipt.
Any party may change its address appearing in the introductoiy paragraph to this
License by giving notice of the change in accordance with this paragraph.
(e) No Agency: Nothing contained herein will be construed as creating any agency,
partnership, joint venture ot• other form of joint enterprise between the parties.
(� Assigrunent: The rights conferred by this License shall not be assignable by the
Licensee without Licensor's prior written consent. Licensor may impose a reasonable
license fee on any such assignment
(g) Modifications: This Agreement may not be modified orally or in any manner
other than by an agreement in writing signed by both parties.
(h) Waivers: Waiver of a breach or default under this Agreement shall not constitute
a continuing waiver or a waiver of a subsequent breach of the same or any other
provision of this Agreement.
(i) Headings: The heading titles for each paragraph of this Agreement are incllided
only as a guide to the contents and are not to be considered as controlling, enlarging,
or restricting the interpretation of the Agreement.
(j) Severability: If any terin of this Agreeinent (including any plu•ase, provision,
covenant, or condition) is held by a court of competent jurisdiction to be invalid or
tuienforceable, the Agreement shall be construed as not containing that teim, and the
remainder of this Agreement shall remain in full force and effect; provided, however,
this paragraph shall not be applied to the extent that it would result in a frustration of
the parties' intent under this Agreement.
19. SIGNATURES
The individuals executing this Agreement represent and wanant that
they have the right, power, legal capacity, and authority to enter into and to execute this
Agreeinent on behalf of the respective legal entities of the Licensor and the Licensee.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns.
IN WITNESS WHEREOF, the Licensee and Licensor do hereby agree to the full
perfoi�nance of the terms set foi-th herein.
Licensor:
� Date: 09/07/2007
(Si re)
Randy . Burkhammer
Vice President, Coplogic, Inc.
Licensee: ,
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(SignatLi ) j� �
Joe Paniagua ' �
Assistant City Manager'
City of Fort Worth
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(Signature
Maleisha Farmer
Assistant City Attorney
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E�iibit A
Scope of Work
Licensor has designed and built an Or�line Reporting Systein for Police Departnlents
that provides data to a specified database structure. The Online Reporting System uses
the J2EE standard. The system is designed to gather infoi•mation on crimes from a
member of the general public (user) via an SSL coimection. The application will issue a
teinporary repor-t number to the user and place the temporary t•eport into an admiiustrative
holding area for review and rnoditication by appropriate administ�ator. An email is
generated to the user that the report has been submitted. The administrator logs in via an
SSL connection approves rejects, edits or prirrts reports as appropriate. Rejecting a report
deletes it from the system and sends an appropriate einail to the user. Approving the
report issues a number, places it in a cue to be exported, and does not send an email to the
user. The administrator casl dow��load the approved report or print the i•eport out.
A. Setup and Custoinization
Licensee Responsibilities:
1. Coordinate with Licensor to establish schedule for deployment.
2. Provide website l�eader image and one small image for temporary
citizen report and one small image for fmal printed PDF repoi-t, which
is automatically emailed to citizen after report approval.
3. Load provided HTML pages onto City server which linlcs to
Licensor's servers for the application.
4. Provide Licensor witll the schema for the desired iile fotmat and/or
Database schema and account with read /write access and test
environulent.
5. Provide Licensor with VPN access to the exporter, RMS/Report
writing application(s). These terms aud conditions have been already
agreed to per eYhibit 7 in the original Tiburon contract. Coplogic agrees
to the coiinections governed by those terms and conditions.
6. Provide timely responses to Licensor's questions, which may arise
during the sehip and customization process.
Licensor's Responsibilities:
1. Cooi•dinate with Licensee to establish schedule for deployinent.
2. Load provided images onto the Licensor's secure, redundant networlc
and register Licensee within the rietwork.
3. Provide Licensee with Administrator password and credentials for the
program.
4. Provide sample operational directives, deployment strategies and
sample press release.
a. Licensor will provide contact persoiulel at other cities currently
using the systei�i as well as pt•ovide suggestions for the
deployment of the system.
b. Licensor will provide insttuctions on the easy setup of a kiosk
for City Police Departtnent Headquarters lobby, etc.
Completion Criteria:
This taslc is considered complete after Licensor has delivered listed materials and
the software is active and accessible on the Licensee's website.
B. Software Configuration
Licensee's Responsibilities:
l. Cooi•dinate with Licensor for web training session on administering the
program, using the dynainic creation tools, "Triple Lock" login features,
user account including deploying the "Secure side filing feature".
2. Using the administrator account, login in and configure the code tables,
crime types, usei• account, and dynamic content for Licensee.
3. Test the interface with the Report Writing/RMS application.
4. Review resulting files with Licensor, document any problems, and
collaborate with Licensor on a plan for coirective action(s).
Licensor's Responsibilities:
l. Coordinate with Licensee for web training session on administering
the program; using the dynamic creation tools, "Triple Lock" login
features, user account including deploying the "Secure side iiling
feah�re".
2. Configure expoi-t routine for Reporting System Interface / RMS
Interface.
3. Review resulting files with Licensee, document any problems, and
collaborate with Licensee on a plan fot• coi7ective action(s).
Completion Criteria:
This task is considered complete when the Desk Officer Online Reporting System is
accessible on the web server, reports can be filed and interfaced into the Report
Writing / RMS.
C. Continuing Maintenance : Licensor will provide remote application support
and updates in accordance with this agreement. Such support is any necessary
assistance for Licensee to operate the system according to current
documentation. Licensee is responsible for the purchase and maintenance of
hardware and software required to suppoi-t the Desk Officer System within the
Licensee's networlc. Technical Service Requests may be made by E-Mail at
stippot•t!�c;Coplo� ic.col�1 or phone. Response to failures that substantially or
entirely prevent the operation of the software will be within one business day.
All other TSR's shall be resolved within a reasonable period of time.
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/5/2007
DATE: Tuesday, June 05, 2007
LOG NAME: 13P07-0108 REFERENCE NO.: **P-10587
SUBJECT:
Authorize a Sole Source Purchase of an Upgrade to the Automated Reporting System for the Police
Department from Tiburon, Inc., and Authorize Execution of a License Agreement with Coplogic, Inc.
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the sole source purchase of an upgrade to the automated reporting system for the Police
Department from Tiburon, Inc., for an amount not to exceed $33,000.00 (including the initial year's
maintenance, service and upgrades) with payment due 30 days after receipt of invoice; and
2. Authorize execution of a License Agreement with Coplogic, Inc.
DISCUSSION:
Tiburon, Inc., will install an internet reporting system developed by Coplogic, Inc., which will allow citizens to
use the internet for reporting minor criminal incidents such as stolen property. The system will also allow
complainants to amend original reports. This system is a convenient option for victims to report crime
through the internet, eliminating the need for an officer visit or a call back from Police Department staff in
cases where no evidence collection or officer contact is required.
This type of reporting enables written complaints and subsequent information to be sent directly to the
Police Department's automated reporting system, supported by Tiburon, Inc., directly to staff for review and
assignment. The system also allows citizens to choose different languages, including Spanish, Chinese and
French, to report criminal offenses. The system has the capability to allow crime tips and other
informational reporting to the Police Department.
Tiburon is the documented sole source provider for upgrades to the current system and improvements to
the existing equipment. Additionally, Coplogic, Inc., is the only system Tiburon provides for connection to
its automated reporting system.
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 a sole
source where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATIONICERTIFICATION:
The Finance Officer certifies that the funds are available in the current operating budget, as appropriated, of
the Crime Control and Prevention District Fund.
BQN\07-0108\LAS
TO Fund/Account/Centers FROM Fund/Account/Centers
http://www.cfwnet.arg/council�acket/Reports/mc�rint.asp 9/14/2007
Submitted for City Manager's Office bv:
Originating De�artment Head:
Additional Information Contact:
GR79 541320 0359806
Karen Montgomery (6222)
Richard Zavala (Acting) (8313)
Jack Dale (8357)
Page 2 of 2
$33,000.00
http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 9/14/2007