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HomeMy WebLinkAboutContract 36494 (2)CITY SECRETARY 9dpl CONTRACT n4® . 0 —/1`r / o - 8 J(Xav 0oG n� YN 16308 ®range Avenue, Paramount, Ca. 907234882 562.634.1170 Pax 562-634-0993 800-3271119337 AGREEMENT FOR N117111"i � This agreement between INPUT SYSTEMS, INCORPORATED, the SUPPLIER, herein after referred to C I.S.I. and the CITY OF FORT WORTH, TEXAS, herein after referred to as the CUSTOMER, APPENDIX'A'I �`IITBPO SITE LICENSE FOR THE PER/OD OF OCTOBER 11 2007 THROUGH SEPTEMBER 30, 2008; APPENDIX B; S1173li/'S�`' 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. .1`II�/;/;/:1�' SOFTWARE PROVIDED I.S.I. agrees to provide to the CUSTOMER the S1171/s/0.e SOFTWARE SYSTEM, Including,butnotlimited to the MODULES detailed below. Master File Record (M.F.R.) -- ESTABLISHMENT TRACKING' MODULE DallyActivity Report (D.A.R.)-- 'TIMEACCOUNTING'MODULE `AUTOMATED FIELD INSPECT/ON SYSTEM' A/R -- 'BILLING - ACCOUNTS RECEIVABLE - PERMITTING' MODULE THE `RFS/CS REQUEST FOR SERVICE/COMPLAINT SYSTEM' THE `CARD REGISTRAT/ON' SYSTEM ll. CHARGES TheT CHARGES ENTORIES AC ,MA`NTAINED IN THE SYSTEMEChOarges are adjusted QUARTERLYNUMBER OF Charges are detailed in APPENDIX A, ,1IMETIke and are based upon the CURRENT CHARGES FOR THE PERIOD OF OCTOBER 19 2007 THROUGH SEPTEMBER 30, 2008. The charges for services stipulated herein are subject to revision for any changes the CUSTOMER may make to its requirements or for additional work requested which is not set forth in this agreement or in the Appendixes. PERFORMANCE I.S.I. warrants that the software provided has been tested and will provide the proper results when used in accordance with the manufacturer's instructions. i tj - ,:s� : : 4 VDU 6 r�; 1�L '!. I.S.I. reserves the right to upgrade, modify, or otherwise enhance, or change, .1'llr/�/sP.1�' henr;,necE�spary or appropriate to the proper utilization of the system l�-Y;;1✓.Y,p�1 rG11, AGREEMENT FOR SHT117W Page I of 8 /NIT lNIT oC6wkvw sO uno m V. TRAINING AND SUPPORT I.S.I. will provide on going on -site installation, assistance, and training on.1'117s/;/:ooW. In addition, I.S.I. will provide :00 telephone 'HELP' support from approximately 9:00 A.M. Pacific Time until 5P.M. Pacific Time, Monday through Friday, normal holidays excluded. The CUSTOMER agrees to provide rr access scapableodem wing l .S.16 communications access to provide'REMOTE' suportona peaanged baissl S.I w II poide the software communications link. ll Clerical training is included o the CUSTOMERS This training may be p ovided at no additionalschedule to he provide training seminars CUSTOMER. V. BILLING The CUSTOMER will be billed on a MONTHLY basis. CHARGES are adjusted ON A QUARTERLY BASIS, f EMPLOYEES and INVENTORY ITEMS to the system. BASED ON THE NET ADDITIONS OR DELETIONS o THREE (3) MONTHLY invoices will be mailed during the first week of EACH QUARTER. Invoices for each month are due and pay See APPENDIX A he 1 oTh day of thmonthly charges calendar month following the month for which a the INVOICE pp e Vl. PROPERTY All computer programs, written procedures and similar items provided by I.S.I., are the exclusive property of I.S.I., unless there is an express written property of I.S.I., and shall always remain the provision to the contrary. .1'll�/:/:/:1�' provided to the CUSTOMER is the property of I.S.I. and is not for sale. INDIVIDUAL MODULES EXRATIONTHAT WILL MAKE NES PROVIDED PART OF THE CUSTOMER ICONTAIN THEM UNUSABLE, UNLESSCONTINUES THEIR SUBSCRIPTION ONI AN ANNUAL BASIS TO THE SYSTEM. onsible for I.S.I. will NOT store NOR be resp a. All CUSTOMER data hwill be stored at the CUSTOMER'S LOCATION; and it t is diskettes or other responsibility of the CUSTOMER to properly back up, store and safeguard. ting om the ograms on the All CUSTOMER furnished at on in coonnect on with th s agrelementrshall be the sol1r e and exclusi eproperty of the CUSTOMER'S inform CUSTOMER. ent records of the Such information is the rorietary property of the all trpea t he CUSTOMER's information as conf dental and hall ER and constitutes governm CUSTOMER. I.S.I. shall safeguard it to the greatest extent practicableo f this agreement it shall not make such information available Furthermore, I.S.I. agrees that during the term o in any form to any person, other than the CUSTOMER, withoutthe prior written authorization of the CUSTOMER. Upon termination of this agreement, ve such the CUSTOMER. will notbe made available by I.S.I. to any person otherthan a duly authorized rep V/l. LIABILITY In the event of any a or, I.S.Is omisiO employees, or.111/agre�es toor tcorrect the software at no additional charge to the CUSTOMERher problem whether human or mechanical, on the part of (' its , It is expressly understood and agreed that I.S.1. 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. if due to causes its under s contract; f the I.S.I. SHALL NOT be liable fo ond the conol lure to trm and without the fault ordnegligence of I.S.I. tSluch causes 1shall failure arises from causesY include, but not be limited, to acts of God, the public enemy, the Government, or contractual capacity, Tres, flood, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. AGREEMENT FOR .1'117:/:/:1� Page 2 of 8 lNIT INIT_1�� Vlll. REPRESENTATIONS 007 THROUGH This agreement, APPEND/X A; .v71rL/s/0.1�' CHARGES FOR THE PERIOD OF OCTOBER 2 SEPTEMBER 30, 2008, and AdPsPEaNDIu e'sede any `prior agreements, either oral or written EEMENT'* shall nperta pertaining to the agreement of the parties an p 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. of provisions e; and if for any reason any one or more The provisions of this agreementto be invalid, illegal, orunenforceable contained herein are held unenforceable in any respect the individuality,eillegality, or remain in ancabilityshall te provision this agreement, lgeaeffect and be consrued as if thinvalid, illegal, or unenforceable provisions had never been conta contained in the agreement. !X. ANNUAL PRICEADJUSTMENT I.S.I. reserves the right to mooifmodif or change the existing t ng prices no later hrices on an annual ans. CUSTOMERS will receive th three (3) months prior to the written notice of I.S.I.'s intent t Y expiration date of the contract year. X. FUNDING Availability of Funds: The parties agree that this Agreement and all claims, suits, or ob by the Fo t Worth or related to this Agreement are subjectto and limited to the availability of funds appropriatedtutoron, as h City Council, for the purposes he of th notices is relat relating tnt or for o availability of funds, the source e respective claim, suit, or aolf funds, and legal The City agrees to place authority in all subcontracts. Xl. ASSIGNMENT I.S.I. and the City bind themselvesits and an in successors and assigns LO ntwithoutwrhttenc onsentof both, and anyattempted shall assign, sublet, or transfer personal liability on transfer without such consent is void. Nothing herein shall be construed as creating any the part of any officer or agent of I.S.I., or the City, nor shall it be construrovisionsd as l relating o ass gnmng any r e tin hereunder to anyone other than to I.S.I. and the City. Notwithstanding any p nt by the party Uniform rCommercial isCode, eroor interests tion bn the agreement ill be binding on another party hereto wy a party hereto of any duties or obligations nor ithout a party hereto of any rights thout the written consent of the party sougt to be bound; and, that t are duehspecifically may not be assigned w thout su h c consent (except to an extent that the become due and mon effect of this restriction limited n any written ignm ntwill release or discharge they la), and unless assignorfrom any duty orlresponsibil responsibility consent to an assignment, no ass ves under this r party hereto litsand artners, successorsthe City each binds t assigns andits representatives in respect t o all covenants, rs, succe to the other party her p agreements and obligations contained in the agreement. Xll. WAIVER OF SOVEREIGN IMMUNITY I.S.I. and the City hereby agree ttaatthiThe parties further ag ee that all 1laims) suitsorobligations ansi gtunder liability and the payment of damages, or related to this Agreement are subject to and limited to the availability of funds appropriated by the Fort Wort City Council for that respective claim, suit, or obligation. Laws or Xlll. SEVERABILITY Any provision of this agre main ng provisions shall continue to belvalid dand b nding uponR S.I lan1d the C'ty.ln deemed stricken, and all remaining p be such such an event, it is or ar thereof wed yith a valid and elty that the nforceable provision on that comes as close as possible to stricken provision p expressing the iistricken provision. nthe absence of provision tagreement shall in effect and be construed as if the invalid, or unenforceable had neverbeen contained in the agreement. AGREEMENT FOR .1717s/s/:1� page 3 of 8 1NlT XIV. GOVERNING LAW AND VENUE n of this I.S.I. and the City agree that the laws of tede rl law. Should anState of Texas ly acteon, real oIs asserted, at law orrn the validity and 1 in equ ty, agreement, except where preempted by f ent, venue for said action shall be in Tarrant County, Texas. arise out of the terms and conditions of this agreem XV. RIGHTS AND REMEDIES NOT WAIVED the City of any payment to I.S.I. constitute or be construed as a waiver by the City In no event shall the making by Yf any such payment by e City of any breach of covenant, a any defaultwhich in no way impairtorprejudice making ight or remedy available hto the while any such breach or default existprovision or condition of this City with respect to such breach or default. Any waiver by either party of any on of agreement shall not be construed or decreed t ofthe same p ov s on or cond'ti provision o e a waiver of any other nlunless such 'waiver be agreement, nor a waiver of a subsequent 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 Contraeent ctor, he provided that such termination shallswill chootinue,otherudice to any to completionunless spec fled otherwise in thetnot ce of of termination, any work in progres termination. is contract without cause by giving ninety (90) days written notice to the City, provided I.S.I. may terminate thany other that such termination shall be without prerrudetionounless specified otherwise In the notice of term nat il, nation any work in progress will continue to comp mply with the terms of this agreement. In the The City may terminate this agreement for failure of I.S.I. to co event the City decides to terminate I.S.I•of the tractd services, the City will provide I.S.I. with written notice ninety (90) days prior to the terminationagreements event I.S.I. may terminate this agreement forfailur failure of b thetCity, I.S.I. y to will provide the C tyith the terms of 1with writtentnotc e ninety I.S.I. decides to terminate services contract Y (90) days prior to the termination of the agreement. der this In the event either party defaults in the performancethe other party of any f any of its obligations material fact which would affect the partyts to the other a material fact, or fails to notify art shall have a right to terminate this contract performance of its obligations hereunder, the non -defaulting party ) breach or omission in reasonable details The upon giving the defaulting party written notice od cc®mmenc bing th ng upon the date of notice of default in which to defaulting party shall have a ninety (90) day p period, or if the effect a cure. If the defaulting party fails to effect a cure within the aforesaid ninety (90) day p default cannot be cured, the contract shall terminate as of the date provided in the notice of default. XVlI. FORCE MAJEURE this contract, if the failure I.S.I. shall not be deemed to be in default because iout the fault for negligence of I S Iure to perform r Such causes hall include arises from causes beyond the control an i acts of God, acts of the public enemy, acts of Government, n either its sovereign or contractual capacity, Tres, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. I.S.I. shall not be If the failure to perform is caused band thesubcontrac ortwithout their fault or negl'gence,to perform, and �f such failure was beyond the control of both I.S.I. a subcontracted supplies or services were reasonably obtainable from other deemed to be in default unless the sources. Failure of I.S.I. to correct such Alternatively, if at any time during the tnor f of this contract the IS of the deficiency n wrof tfails to meet the specifications oing the contract documents, the City m y Y the n ten days deficiency and complete the worken terminatired ion of this contraer this cts I.S.I. shall pay all costs and attorneys he City Ifees after written notification shall result 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. XVlII. AUTHORIZATION nd have the The undersigned officer and/or agents of nent onr rbehalf of the parties hereto, and each officialszed r each party hereby certifies necessary authority to execute this Agre i7l P/TIT'66e INIT � INIT� AGREEMENT FOR . Page 4 of 8 to the other that any necessary resolutions extending such authority have been duly passed and are now in full force and effect. XIX. TERM ofAGREEMENT This agreement is in effect when all parties have signed and is valid for THE PERIOD OF OCTOBER 11 2007 THROUGH SEPTEMBER 30, 2008. 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. BYSIGNING THIS AGREEMENT, YOU ACKNOWLEDGETHATYOUHAVEREADTH/SAGREEMENT,APPENDIX 1: S1171/1750 CHARGES, APPENDIX B: S1171/iltV' S/TELICENSEAGREEMENT, andAPPENDIXC. ADD/T/ONAL AGREEMENTS, UNDERSTAND THEM, A ND A GREE TO BE BOUND B Y THE TERMS A ND 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 APPROVED ATTEST: FORM . P . . CITY OF FORT WO Date: WITNESS' CORPORATE SEAL: TEXAS AGREEMENT FOR .171�/s/s/:1� Page 5 of 8 /NlT APPENDIXA:.17P/s/:/:1'0 CHARGES CITYOFFORT WORTH, TEXAS FISCAL YEAR CHARGES FOR OCTOBER 91 2007- SEPTEMBER 30, 2008 The ANNUAL CHARGES for .1717;/;/:1� 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 $32.00 PER MONTH. The charge for each INVENTORY ITEM MAINTAINED in the system is $.32 PER MONTH. The APPROXIMATE ANNUAL charges for M171/1150 are based on the following counts from current operations. .1`II�/;/s/!1�' ANNUAL CHARGES FOR CITY OF FORT WORTH. TEXAS 16 ACTIVE EMPLOYEES MAINTAINED IN SIIB6/�b�' @ $32.00 ea/mo. $ 512.00 51980 ACTIVE INVENTORIES MAINTAINED IN S71WE1,1k @ $.32 ea/mo. $ 1,913660 ANNUAL COST: age *us 0646 $292107.20 THEABOVE CHARGES AREAPPROXIMATIONS BASED ON THE COUNTS SHOWN. ACTUAL CHARGES ARE BASED ON THE ACTUAL COUNTS PROVIDED BY THE CUSTOMER FOR THE CURRENT BILLING PERIOD. APPENDIX A:.1`II�/;/s/�.1�' CHARGES AGREEMENT FOR.1'117s/:/:1� /N/T /NlT ��ll Page 6 of 8 iiLLW 96308 Orange Avenue, Paramount, Ca. 907234882 562-6344970 Fax 562-634-0993 800�327-9337 1WE7PN� SITE LICENSEAGREEMENT --APPENDIX 'B' IMPORTANT.• READ THIS LICENSEAGREEMENT CAREFLILL Y GRANT OF LICENSE INPUT SYSTEMS, INCORPORATED, grants to the CUSTOMER - ANON -TRANSFERABLE, NON-EXCLUSIVE LICENSE - to use the software system, programs and documentation referred to herein as .171Ts/;/:1�'. This is a LICENSE AGREEMENT and NOT an agreement for sale. INPUT SYSTEMS, INCORPORATED, owns .171I/;/;/:/ 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 1/;/s/Wand 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 .171%1,11'Re. 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, L/M/TED WARRANTVAND LIABILITY INPUT SYSTEMS, INCORPORATED, WARRANTS THAT .1'll�/:/s/:1�'will 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 .1'1175/s/lAewill 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. .1'117:71/W 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' .�71�/s/s/!1�'-SITE LICENSE AGREEMENT Page 7of 8 /NIT lNIT IA,/V/Y iuuIVW fitly /2 & G'aLC191Q /CF7 /» N �m IWAAIU UL V§A;:§ 9d QS)U& UJ71001U9� APPENDIX B: SITE LICENSE SI TE L ICENSE AGREEMENT NUMBER OFMACHINES THATS11711118 ' MAYBE INSTALLEDON** .17P/; irs' licensed under this Agreement authorizes the CUSTOMER to use .1IM115TAr 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 .1717;/sWO PERMISSION TO COPY LICENSED PROGRAMS: No right to print or copy, in whole or in part, MEI,I;PY 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 MILGMe. The original, and any copies of AVIZ/s/:10 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 S1173I11 e. You may not rent, disclose, publish, sell, assign, lease, sub -license, market, or transfer .171%/s/W 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 SlIZ/sW. PROTECTIONAND SECUR/TY The CUSTOMER agrees NOT to provide or otherwise make available any portion of b'IIrIs/�/�.1�' including but not limited to object code in any form, to any person other than CUSTOMER, or INPUT SYSTEMS, INCORPORATED YSTEMS, INCORPORATED, except for purposes specifically employees, without prior written consent from INPUT S related to the CUSTOMER's use of the Licensed Program. TERM OFAGREEMENT The TERM OF THIS AGREEMENT is referenced in and stipulated by'THEAGREEMENT FOR .I7P/;I;/:1�, which is a part of this SITE LICENSEAGREEMENT: MISCELLANEOUS This 'S/TEL/CENSEAGREEMENT 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 SIGNING TH/S AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND lT, AND AGREE TO BE BOUND BY lTS TERMS AND COND/TIONS. CITY OF FORT WORTH, TEXAS Date APPENDIX 'B' ,171�Is/;/:1�-SITE LICENSE AGREEMENT Page 8 of 8 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 1/8/2008 DATE: Tuesday, January 08, 2008 LOG NAME: 50SWEEPS0708 REFERENCE NO.: **C-22605 SUBJECT: Authorize the City Manager to Execute a Contract with Input Systems, Inc., for Software and Support for Consumer Health Activities in the Public Health Department RECOMMENDATION: It is recommended that the City Council authorize the City manager to execute a contract with Input Systems, Inc., for $29,107.20 for software for managing and conducting automated Consumer Health office and field activities and to provide software support. DISCUSSION: The City has contracted with Input Systems, Inc., since October 1, 1995, to provide automated Consumer Health office and field activities. The contractor's software enables the Public Health Department support staff to track business permits, generate annual and temporary event permit invoices, document complaints and register food handler's training. The product also allows field inspectors to electronically document activities and violations of City and state laws and rules that govern food service, daycare, public swimming pool/spa and hotel/motel facilities and to download this information into the Department's network server. In addition to problem solving and maintenance, the contractor's services include programming and installation of software upgrades requested by the City and other users. The term of this contract is from October 1, 2007, to September 30, 2008. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget as appropriated in the General Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 539120 0503002 $29,107.20 Submitted for City Manager's Office by' Joe Paniagua (6191) Originating Department Head: Dan Reimer (8903) Additional Information Contact: Betty Lawson (7258) Logname: SOSWEEPS0708 PaaP 1 of 1