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HomeMy WebLinkAboutContract 37737CITY SECRETARY ©NT ACT NO. 1�7 • •Soft //vat SOFTWARE M A I N T E N A N C E AND T E C H N I��� S U PPORT AGREEMENT 1 GENERAL TERMS 1.1 Definitions The following expressions shall have the following meanings:- "WSL" Wallingford Software Limited, whose registered office is at Howbery Park, Wallingford, Oxfordshire, OX10 8BA, UK. "Licensee" the person, firm or company that has placed an Order. "Order" any purchase order issued by the Licensee for software and/or services from WSL. "Quotation" any quotation for the supply of Software or Services issued by WSL. "Services" the Services set out in this Software Maintenance and Technical Support Agreement. "Site" the location for which the Software may be used identified in the Quotation/Order. "Software" each WSL software program provided by WSL, including software in which WSL has sub -licensing rights, in executable, machine readable, object, printed or interpreted form, including any Software Protection Device and any documentation, modifications, improvements or updates supplied to the Licensee under any Quotation/Order. "Software Licence" the Software Licence supplied separately by WSL. 1.2 Incorporation Of Terms These Terms shall apply to all Software and Services supplied by WSL under any Order placed by the Licensee. hY the event of any ambiguity between these terms and the provisions of the Terms and Conditions of Sale and the Software Licence Agreement, the terms of the relevant Agreement shall apply. 2 TERM The Licensee is required to enter into this Software Maintenance and Technical Support Agreement by placing an Order for it at the same time as placing an Order for the first year of use of the Software Licence at the costs provided in the Quotation On the anniversary of the delivery of the Software the Licensee may enter into an additional years Software Licence and Technical Support Agreement by placing a purchase order upon WSL. The Licensee will be invoiced for the Services annually in advance. 3 FEES 3,1 The Service Fee will be a sum in accordance with the then current rates charged by WSL, "but such rate shall not exceed 3% of the total fees charged to the Licensee for the previous year." 3.2 Travel and any accommodation expenses for additional services which are not covered by the terms of this Agreement will be charged at WSL's then current rates. 4 PAYMENT 4.1 Without prejudice to the Tetms if the Licensee is more than 30 days late in the payment of any sum due to WSL pursuant to this Agreement or any other Agreement between WSL and the Licensee WSL may at its discretion suspend performance under this Agreement or any other related agreements after 10 days from the date of written notice of suspension. 4I Fees paid in advance, net of any amounts due to WSL from the Licensee (under any agreements then in force) will be refunded to the Licensee on a pro rata basis in the event that Services provided hereunder are terminated for any reason other than non-payment of the fee. 5 DESCRIPTION OF SUPPORT AND MAINTENANCE SERVICES 5.1 Customer Support Services 5.1.1 WSL will provide advice by telephone, letter, fax or e-mail on the use of the Software. 5.1.2 WSL will use all reasonable endeavours to respond to requests for Software application advice within 3 working days. 5.2 Software Maintenance Services 5.2.1 WSL will provide Software maintenance, which will be limited to the correction of errors in the Software, procedural documents and other basic information, supplied with the Software. The said Software maintenance will be carried out as set -out -in 5.2.2 and 5.2.4 below. Wallingford Soitwarp Ltd! STMS Apreepient,, 1 revised October 1999 .✓C'E-S CITY SECRETARY FT. WORTH, TX 5.2.2 WSL will periodically provide the Licensee with a report of all significant errors and corrections for the Software covered by this Agreement. 5.2.3 Errors discovered by the Licensee must be reported by a designated representative of the Licensee through the reporting mechanisms by WSL and must include all required supplemental documentation. 5.2.4 WSL will use all reasonable endeavours to respond to the Licensee with an action plan to resolve the problem within 5 working days of an adequately completed Report and production of all required supplemental documentation. 5.3 For the avoidance of all doubt Software Maintenance Services shall not include the diagnosis and rectification of any fault arising from:- 5.3.1 the improper use, operation or neglect of either the Software or the Licensed Equipment; 5.3.2 the modification of the Software or its merger (in whole or in part) with any other software; 5.3.3 unless otherwise agreed by WSL in writing the use of the Software on equipment other than the Licensed Equipment; 5.3.4 the failure by the Licensee to implement recommendations in respect of the solutions and faults previously advised by WSL; 5.3.5 any repair, adjustment, alteration or modification of the Software by any person other than WSL without WSL's prior written consent; 5.3.6 any breach by the Licensee of its obligations under this Agreement or the Licence; 5.3.7 the Licensee's failure to install and use on the Licensed Equipment in substitution for the previous release any new release of the Software within 90 days of receipt of the same; 5.3.8 the use of the Software for a purpose for which it was not designed; or 5.3.9 specialist advice on the application of the Software or specific engineering applications. 5.4 WSL may on the request of the Licensee provide support not -withstanding that the fault results from any circumstances described in clause 5.3 above or that the support requested is not covered by the terms of this Agreement. WSL shall in such circumstances be entitled to charge for such service at WSL's rates from time to time for work undertaken on a time and materials basis or fixed quote at the discretion of WSL. 5.5 Software Support Services WSL agrees to provide the Licensee with the following Software support services with respect to the Softvare:- 5.5.1 WSL will provide the Licensee with all Software and related documentation for all enhancements (defined as new features, capabilities and operational characteristics) completed and implemented during the term of this Agreement; 5.5.2 WSL reserves the right to terminate software support for specified Software products on 60 days notice. In the event that Software support is terminated for one or more of WSL's Software products covered by this Agreement, this Agreement will automatically terminate as to such Software products and a pro rats proportion of any prepaid charges will be refunded in accordance with the terms of clause 4.2 above 6 WARRANTY 6.1 WSL warrants to the Licensee that it will perform the Services provided for in this Agreement with reasonable skill and care. 6.2 The Licensee shall give notice to WSL as soon as it is reasonably able and in any event within 7 days on becoming aware of a breach of warranty. 6.3 Subject to clause 6.4 below WSL shall remedy any breach of the warranty set out in clause 6.1 above by the provision of Services free of charge. 6A WSL shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the circumstances described in clauses 5.3 and 5.4 above. 7 TERM[ NATION 7.1 This Agreement may be terminated on any anniversary of the date of this Agreement by WSL or the Licensee giving at least 30 days written notice to the other party such notice to take effect no sooner than the first anniversary or any subsequent anniversary of this Agreement. 7.2 WSL may terminate this Agreement if the Licensee fails to comply with the Terms or any related agreement between WSL and the Licensee. 7.3 The Licensee may terminate this Agreement if WSL fails to comply with the Terms or any related agreement between WSL and the Licensee provided that WSL has been given 30 days prior written notice during which WSL has failed to correct the breach where such breach is capable of remedy. 7.4 This Agreement shall be terminated with respect to any particular item of Software on the date any such Software Licence expires or the Licence is terminated for any reason. 8 .SOFTWARE LICENCE The Licensee has been granted a licence by WSL in the terms of a separate Sofrivare Licence to use Software being supported under this Agreement and acknowledges that any replacements, improvements or additions to that Software provided under this Agreement will be subject to the terms and conditions of the Licence. Wallingford Software Ltd STMS Agreement 2 revised October 1999 ACCEPTED AND AGREED: WALLINGF SOFT LTD: Name: G Title: Date: it) a Contract Authorization: M&C: l� �����✓� Date Approved: 7 CTI Y OF FORT WORTH, TX: By: Fernando Costa Assistant City M lager Date: Marty Hendrix, City Secretary Assistant Clay Attorney Wallingford Software Lid STMS Agreement 3 revised October 1999 Page 1 of 2 • •; • - • . • • • . • DATE: Tuesday, September 30, 2008 LOG NAME: 20SWMWALLINGFOR SUBJECT: Authorize a License Agreement in the Amount of Asset and Survey Data Management Software and the Transportation and Public Works Department, Supplemental Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: REFERENCE NO.: C-23105 $242,125.00 with Wallingford Software, Ltd., for Hydrologic and Hydraulic Modeling Software for Storm Water Engineering Division, and Adopt 1. Adopt the attached supplemental appropriation ordinance increasing appropriation in the Storm Water Utility Fund by $242,125.00 and decreasing the unreserved fund balance by the same amount; and 2. Authorize the City Manager to execute a License Agreement with Wallingford Software, Ltd., in the amount of $242,125.00 for Asset and Survey Data Management Software and Hydrologic and Hydraulic Modeling Software for the Transportation and Public Works Department, Storm Water Engineering Division. DISCUSSION: The Storm Water Engineering Division of Transportation and Public Works will use this agreement to acquire the software programs InfoNet and InfoWorks SD from Wallingford Software, Ltd. Five licenses of each software program will be acquired with this purchase. InfoWorks SD is advanced hydrologic and hydraulic modeling software that will allow analysis of the City's numerous undersized storm drain systems and provide the tools to develop a master improvement plan for each system to reduce home and business flooding. InfoNet is asset and survey data management software that is being used for quality control in the City's Storm Water GIS mapping project and will help to convert data for use in the InfoWorks SD models. The software will provide a simplified method for the data transfer from the City's GIS contractor to the City. A related InfoWorks product has been used by the Water Department to develop a master plan for the City's sanitary sewer system, and the InfoWorks SD software has been determined to have a suitable application for the storm drain systems. Wallingford InfoWorks is considered by staff to be the best solution for the City's needs because; it incorporates dynamic modeling features that best mimic actual inlets, surcharges, and overland flow conditions; it provides the most stable models capable of future manipulation by staff and consultants as various capital improvements are installed; and it has been endorsed by a number of technically qualified local consultants, including the five consultants currently using it for storm drain modeling projects. The City has an existing license agreement for InfoWorks hydraulic modeling software with Wallingford http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 10/13/2008 Page 2 of 2 Software, Ltd., from a previous purchase by the Water Department (M&C C-14401) pursuant to City Secretary Contract No. 20565. M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the Transportation and Public Works Department and approved by the M/WBE Office because the City has an existing license agreement for InfoWorks hydraulic modeling software with Wallingford Software, Ltd., from a previous purchase by the Water Department. TPW's Storm Water Management Division would like to use this software also and must obtain additional licenses for its staff. Wallingford is the sole -source supplier of this software and there are no subcontracting or supplier opportunities associated with this license agreement. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations and adoption of the attached supplemental appropriation ordinance, funds will be available in the current operating budget, as appropriated, of the Storm Water Utility Operating Fund. Upon approval, the unaudited available cash balance of the Storm Water Utility Operating Fund will be $2,900,598.57 which is the amount available above the minimum reserve cash balance of $2,638,738.30 required by the City's Financial Management Policy Statements (i.e., 20 percent of the current -year adopted expenditures less debt service and capital projects). TO Fund/Account/Centers PE69 539120 0209201 $242,125.00 Submitted for City Manager°s Office b� Originating Department Head: Additional Information Contact: FROM Fund/AccountlCenters PE69 539120 0209201 $242,125.00 Fernando Costa (8476) Greg Simmons (7862) Wendy Cooper (8010) http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 10/13/2008