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HomeMy WebLinkAboutContract 43258 (2)CITY SECRETARY A ry COI4TRACTNO. Software Solutions EXHIB IT D Allen Systems Group, Inc. ("ASG") and City of Fort Worth ("Licensee') agree that this Exhibit D is an integral part of the License Agreement dated March 28, 1994 (the "Agreement"). In the event the provisions of this Exhibit are inconsistent with the provisions of the Agreement, the provisions of this Exhibit will govern and the inconsistent provision of the Agreement shall be deemed amended accordingly. All other terms and conditions of the Agreement are confirmed and ratified and remain in full force and effect. LICENSE TYPE: Term License The Licensed Producl(s) consist of the Original Licensed Produeas) listed below ORIGINAL LICENSED PRODUCT(S) AND EFFECTIVE DATE(S): June 30.2009 licensed on Exhibit C as a tern license through ASG ASG-DocumentDirect® for the Internet-NT — PCL — (200 Sessions) ASG-DocumentDirect® for the Internet-NT - PDF/PS — (200 Sessions) ASG-ViewDirect®-MVS — (Group 50) ASG-ViewDirect®-MVS - CICS Server — (Unlimited Sessions) ASG-ViewDirect®-MVS - Packet Production — (Group 50) ASG-ViewDirect®-MVS - VTAM Server — (Unlimited Sessions) ASG-ViewDirect®-NT — (1 Server) ASG-ViewDirect®-NT - Advanced Laser Printing — (1 Server) ASG-ViewDirect®-NT - Image — (1 Server) ASG-ViewDirect®-NT - Network Server Access — (200 Sessions) ASG-ViewDirect®-NT - Packet Production-- (1 Server) EFFECTIVE DATE OF LICENSE RENEWAL: April 29, 2012- DESIGNATED EQUIPMENT/SERIAL NUMBER(S): IBM 2086-130 / Serial Number 03FA2B DESIGNATED LOCATION(S): 100 Throcktnorton Street Fort Worth, Texas 76102 FEES AND PAYMENTS: Total Fee: $285,000.00 The Total Fee includes the License Fee for the Licensed Products for the period April 29, 2012 through April 28, 2015 "Term") and all of the Annual Maintenance Fees ("Maintenance Fees" for the period April 29, 2012 through April 28, 2013. Licensee has agreed to pay the Total Fee as follows: April 29, 2012 License Fee: Maintenance Fee: Total: April 29, 2013 License Fcc: April 29, 2014 License Fee: $ 89,500.00 $ 134500.00 $103,000.00 $89.500.00 $89,500.00 PROPRIETARY INFORTI.ATION Not for use or disclosure outside ALLEN SYSTEMS GROUP, INC. AND LICENSEE Except wider written agreement OFFICIAL RECORD CITY SECRETARY li'sr WORTH, TX 05 LJS Tort • Cr* ALLEN SYSTEMS GROUP, INC. EXHIBIT D PAGE 2 OF 3 FEES AND PAYMENTS (Continued): In the event no funds or insufficient fiords are appropriated by the Licensee in any fiscal period for any payments due hereunder, Licensee will notify ASG of such occurrence and this Agreement, and any related Exhibit, shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Licensee of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Should Licensee elect to purchase maintenance services commencing April 29, 2013, and further provided there are no increases in capacity or usage, the Maintenance Fee shall be $13,500.00 annually through the remainder of the Term. Licensee acknowledges that such payments, together with all related rights under this Agreement may be assigned to a third party (the "Assignee") upon written notice to Licensee (unless otherwise prohibited by law), and that such payments will be invoiced by, and payments will be made to the Assignee. Licensee consents to such assignment and agrees that (i) ASG shall continue to remain obligated to Licensee to provide the Licensed Product(s), warranties, maintenance and support described in this Agreement and (ii) the Assignee (or its assignee) shall not be chargeable with or assume any of the obligations or liabilities of ASG under this Agreement. Licensee further agrees that this Agreement may not be terminated with respect to its obligation- to pay in full to the Assignee (or its assignee) all of the payments described herein (regardless of whether or not Licensee or ASG has exercised its right to terminate this Agreement pursuant to its terms) and that, upon written notice from ASG, Licensee's obligation to make all such payments is absolute and unconditional and not subject to any claims or defenses which Licensee may have against ASG. In the event of the failure by Licensee to make any such payment due to the Assignee (or its assignee) which (i) continues for thirty (30)-days after the due date shall be subject to interest of the lesser of one and one-half percent (11/4%).per month or the maximum rate pernutted by applicable law. Licensee acknowledges that (i) Licensee has received and accepted the Licensed Product(s) covered by this Agreement, (ii) Licensee has no outstanding claims or defenses against ASG under this Agreement, (iii) the Licensed Product(s) and all other ASG services described in this Agreement are performing in accordance with the standard published product documentation and (iv) without the prior written consent of the Assignee (or its assignee), Licensee cannot assign its obligation to make the payments described hereunder to any other party. Should this Agreement be terminated prior to April 29, 2015 by (i) Licensee or (ii) ASG upon a breach by Licensee, which breach remains uncured after sixty (60) days notice thereof of any material term, condition, representation or warranty of this Agreement, any unpaid portion of the Total Fee, shall immediately become due and payable hereunder. All fees shall be payable by Licensee within thirty (30) days of receipt of an invoice. ADDITIONAL TERMS AND CONDITIONS: Licensee hereby acknowledges receipt of the above Licensed Product(s). ASG shall provide Licensee with all enhancements, improvements, and updates to the Licensed Product(s) which ASG similarly provides or offers to provide to its other Licensees who have elected to subscribe to Maintenance. ASG will attempt to correct any material errors or malfunctions or other nonconfomrities in the Licensed Product(s) for the term of this Agreement, provided Licensee's system, under which the Licensed Product(s) are licensed, and a Licensee representative, is made readily available to ASG to assist in the diagnosis of the nonconformity. If Licensee notifies ASG of an error or malfunction which, after investigation by ASG and licensee, is dete,nrieted to have been caused by computer malfunction, or by an enhancement not made by ASG, or by incorrect data or procedures used by Licensee, ASG may charge Licensee at ASG's rates then in effect, for all services rendered and costs incurred by ASG in investigating or remedying such non -conformity. All requests for support services shall provide details sufficient to diagnose or reproduce said failure. With respect to the foregoing, any modification or attempted modification of the Licensed Product(s) by Licensee not in accordance with the user Documentation supplied by ASG, or any failure by Licensee to implement the current release of the Licensed Product(s) or the release immediately preceding the current release within six (6) months of the current release's availability shall void the obligations of ASG under this section unless Licensee has obtained prior written authorization from ASG permitting such modification, attempted modifications or failure to implement. The license granted is for a three (3) year term, commencing April 29, 2012 through April 28, 2015. Commencing April 29, 2013, and provided all fees due under this Agreement, including any applicable upgrade fees, are paid in full, Licensee may elect to cancel maintenance services for the remainder of the Term and retain the right to use the Licensed Product(s) in accordance with the terms and conditions of this Agreement. If Licensee elects to cancel maintenance services, Licensee (i) shall not be entitled to a refund of any fees which are due and payable under this Agreement or which have been paid, and (ti) shall not be entitled to receive any rights provided for in the Agreement related to maintenance services including Customer Support Desk, error corrections, enhancements, improvements and updates. Licensee may elect to reinstate maintenance services by paying all maintenance fees that would have been due had Licensee not canceled maintenance services, in addition to the Maintenance Fee for the then current maintenance period. Licensee may utilize the Licensed Product(s) noted as "Group C" above on a Single CPU at the Designated Location provided Licensee does not exceed a Group 50 CPU. Should Client exceed a Group 50 CPU, Client shall provide ASG with prior written notice of such increase and Client shall pay an upgrade fee calculated as the difference between the then prevailing license fee for the greater CPU and the then prevailing license fee forthe previous CPU. Should Client upgrade its CPU, the additional Annual Maintenance Fee shall be calculated as twenty percent (20%) of the applicable upgrade fee. The additional Annual Maintenance Fee shall be payable at the time of upgrade (prorated from the effective date of the upgrade to the end of the applicable annual term) and for each annual term thereafter. PROPRIETARY INFORMATION Not for use or disclosure outside ALLEN SYSTEMS GROUP, INC. AND LICENSEE Except under written agreement LIS ALLEN SYSTEMS GROUP, INC. EXHIBIT D PAGE 3 OF 3 ADDITIONAL TERMS AND CONDITIONS -(Continued): The Licensed Products shall be governed by this Exhibit D and this Agreement, and any prior Exhibit(s) or agreement(s) relating thereto are hereby superseded. Licensee shall not transfer, sublease, assign or deliver Licensed Product(s) to other equipment, another location, or another company, or provide or otherwise make Licensed Product(s) available to anyone other than Licensee's personnel or do processing for the benefit of any entity other than Licensee, unless Licensee shall have obtained ASG's prior written consent and paid any applicable fees. Licensee agrees that ASG shall not pay any Licensee fees, including but not limited to bill -back, charge -back, registration, enrollment, buying, selling, bidding and/or other Licensee administrative fees. Licensee also agrees that ASG shall not pay any fees charged by a third party that Licensee has selected to handle Licensee's invoicing, purchase orders, payment, etc. Should ASG pay any of the aforementioned fees, Licensee agrees that ASG shall invoice such fees to Licensee. During the term_ of this Agreement, Licensee hereby agrees .to semis as a referencefor the Licensed Product(s) at times to be mutually agreed. upon. Such references will be limited to no more than two (2) per calendar quarter and may, as mutually agreed upon, include activities such as (i) reference calls with or hosting of a site visit with mutually acceptable prospects; (ii) a published "success story" describing the successful partnership with ASG; (iii) the use of Licensee's name in ASG's marketing activities; or (iv) a favorable reference of ASG to an industry analyst or at an industry conference. ASG may not use Licensee's logo in any ASG marking activities without Licensee's express written consent. Executed Exhibit D must be received on or before May 30, 2012. If not received by the aforementioned date, the fee(s) may be subject to additional charges. THIS SCHEDULE IS HEREBY ACCEPTED AND AGREED TO BY BOTH LICENSEE AND ASG. Connpany:. Allen Systems Group, Inc.. Address: 1333 Third Avenue South Naples, Florida 34102 By: ,tA Naive: Linda I. Stephenson Title: Senior Director of Contracting Date: Company: City of Fort Worth Naive: Title: Date: `DESIGNATED LOCATION IS TAX EXEMPT: 0 YES Q NO IF YES, THE TAX EXEMPTION CERTIFICATE MUST B CERTIFICATE- IS NOT RETURNED WITH THIS A INVOICES SENT TO LICENSEE. ,rJ► CI a Ala" Nvi 4 by: lctl Pat ex p 4,49C, J. Kayser, City --- 1000 Throckanorton Street Fob rth, Texas 76102 n Mani 43 6, manacya Sta-i res ¥TURNED WITH THIS AGREEMENT. IF THE TAX EXEMPTION 49`,PLICABLE TAXES SHALL BE ADDED BY ASG TO ALL 1/44 44i. o� OPPROVED AS Tip FOR AND LEGALITY: 0 0 d0 o 0000000*bhAS C'tZCSIler—e. Assistant City Afor Inc" sjlr(LOIL PROPRIETARY INFORMATION Not for use or disclosure outside ALLEN SYSTEMS GROUP, INC. AND LICENSEE Except under written agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX LIS M&C Review O Icia site o t e Ci Fort Wort exas C Council Agenda DATE: COUNCI ACTION: Approved on 5/15/2012 5/15/2012 REFERENCE NO.: **C-25608 LOG NAME: CODE: C TYPE: SUBJECT: CONSENT PUBLIC HEARING: Authorize Execution of an Agreement for Software License and Maintenance with Allen Systems Group, Inc., Using a Cooperative Purchasing Agreement, for the Information Technology Solutions Department for an Annual Amount of $103,000,00 (ALL COUNCIL DISTRICTS) FORT WORTH!! 04ASG DOCUMENTDIRECT AND VIEWDIRECT NO RECOMMENDATION: It is recommended that the City Council authorize the execution of an Agreement for software license and maintenance with Allen Systems Group Inc , for the Information Technology Solutions Department, using General Services Administration Contract No. GS-35F 00456M at an annual amount of $103,000 00. DISCUSSION: The City has been utilizing software from Allen Systems Group (ASG), called MobiusNiewDirect for many years. ViewDirect provides for the capture, retention and online viewing capabilities of reports generated from applications, both mainframe based and server based. The main users of this system are the Financial Management Services and Human Resources Departments. The ability to archive and view these reports online reduces paper and production costs associated with hardcopy report generation. The Information Technology Solutions Department (ITS) maintains and supports this system for its users. This Agreement supports the City's ViewDirect environment ensuring its operation and support so that the City has continued access to historical information, as well as continued ability to archive required reports. ADMINISTRATIVE CHANGE ORDER — An Administrative Change Order or increase may be made by the City Manager for an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. COOPERATIVE PURCHASE — State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. General Services Administration contracts have been competitively bid to increase and simplify the purchasing power of government entities. M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the IT Solutions Department and approved by M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERM — Upon City Council s approval, this Agreement shall be effective beginning April 29, 2012 and expire on April 28, 2015, provided that the City will have the right to terminate the Agreement if funding is not appropriated in subsequent fiscal years. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=16850&councildate=5/15/2012 (1 of 2) [5/16/2012 9:22:18 AM] M&C Review TO Fund/Account/Centers FROM Fund/Account/Centers P168 539370 0043020 $103,000.00 Submitted for City Manager's Office bv: Susan Alanis (8180) Originating Department Head: Peter Anderson (8781) Additional Information Contact: ATTACHMENTS Steve Streiffert (2221) Monty Hall (2888) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=16850&councildate=5/15/2012 (2 of 2) [5/16/2012 9:22:18 AM]