HomeMy WebLinkAboutContract 54769 CSC No.54769
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SOFTWARE MAINTENANCE AGREEMENT
THIS SOFTWARE MAINTENANCE AGREEMENT("Maintenance Agreement")is made and entered into this
day of October 1, 2020, by and between the The City of Fort Worth, with offices at 200 Texas St, Fort
Worth,TX 76131 (hereinafter referred to as"Licensee")and The Computer Solution Company of Virginia,LLC(also
known as Forensic Advantage®Systems) with offices at 200 S 101 Street, Suite 900,Richmond, Virginia 23219.
Company and Licensee are collectively referred to herein as the"Parties".
WHEREAS,Company desires to sell certain software maintenance services for software purchased by Licensee,
and Licensee desires to purchase from Company certain maintenance services;
NOW THEREFORE,in consideration of the promises,mutual covenants and agreements set forth herein,and
other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties
hereto agree as follows:
Definitions
"Software" shall have the same meaning as defined in the License Agreement.
"Documentation"shall have the same meaning as defined in the License Agreement.
"Confirmed Software Errors" shall mean a failure of Software to substantially perform as specified in the
Documentation,or errors in the Documentation,any of which are reasonably confirmed by Company to exist.
Confirmed Software Errors must be repeatable at Company's offices.
"Delivery"shall mean physical delivery of substantially all Software media to Licensee's premises.
"Third-Party Software"means software packages owned by persons or entities other than Company.
"Updates" shall mean revisions to the Software. Updates shall not include new programs/modules marketed
separately by Company. Any and all software Updates provided to Licensee shall be deemed Software as
defined herein. The newest Update is the Current Version;all other versions are Prior Versions.
Term
The term of this Maintenance Agreement shall commence on the effective date of the Contract and shall continue for
the duration of the Contract
The support fees specified in the Contract shall only apply during the designated term and thereafter such fees
shall be subject to change in accordance with Company's then-applicable maintenance fee schedule.
Fees
The fee to be paid by Licensee to Company for the term of this Maintenance Agreement is specified in the
Contract. Payment of said fee is a condition precedent to Company's obligations under this Maintenance
Agreement. All fees are due and payable in accordance with the terms of the Contract.
Company Responsibilities
During the term of this Maintenance Agreement and provided that maintenance fees are current/paid in
accordance with the terms of this Maintenance Agreement,Company agrees to provide Licensee with support
of Software as follows:
Telephone Support. Company shall provide telephone support from 8:OOAM to 5:OOPM,Eastern Time,
Monday through Friday,excluding national holidays.If a support person is not immediately available,one
will be assigned and a call back initiated within four(4)business hours. Licensee shall insure that only
personnel trained in operation and use of Software will contact Company for this telephone support. Only
calls placed through Company's customer support lines listed on the Maintenance Schedule are subject to
the response times set forth above.
Non-response. If Licensee does not receive communication from Company,for whatever reason(i.e.phone
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
June 12,2020
system problems, support overloads, incorrect customer phone numbers) within the above timeframes,
Licensee shall use the emergency phone numbers listed on the Maintenance Schedule.
Software Error Correction.Licensee shall communicate software errors and incidents to Company. The
communication shall describe the error or incident, the circumstances under which the error or incident
occurred and the severity level of the error or incident. An Incident Reporting Severity Levels listing and
Incident Report Form are included as part of the Maintenance Schedule. Software errors reported by the
Licensee shall be promptly investigated by Company and,if found to be Confirmed Software Errors,shall
make reasonable efforts to correct such error. Company may correct a Confirmed Software Error by
providing a procedure that avoids the defect in practice without unreasonable burden to Licensee.
Correction of Confirmed Software Errors will be limited to the Current Version.
Errors Caused by Negligence of Customer.In the event that an error is caused by the negligent operations
of Licensee, such error or resolution to such error shall not be covered by this Maintenance Agreement.
Rather,Company will provide support in such situations under a time and materials arrangement.
Correction and Workarounds Deemed Final at Company's Discretion.During the course of remedying
an error, Company may utilize a workaround solution. Company may reasonably determine that the
workaround solution is the best possible solution in correcting such error under the terms of this
Maintenance Agreement provided that such workaround does not impair Licensee's ability to use the
Software.
Software Updates.From time to time,Company may develop Updates to the Software.When,and if such
Updates are developed, such Updates will be released and delivered to Licensee during the term of this
Maintenance Agreement. Any and all software Updates provided to Licensee shall be subject to the same
terms and conditions of this Maintenance Agreement. Licensee shall be responsible for the costs of Third-
Party Software upgrades that may include, but are not limited to, "shrink-wrapped" software such as
operating system upgrades(i.e.Windows NT 4.0 to Windows 2000).
On-site Support at Customer's Location. Except for on-site support which Company deems to be required
to correct Confirmed Software Errors, or support which Company otherwise elects to conduct on-site,all
travel expenses and labor costs incurred by Company for on-site support requested by Licensee shall be
reimbursed in accordance with the terms of the Contract.
Additional Software Licenses. During the term of this Maintenance Agreement,Licensee shall have the
right to purchase additional licenses of Software.
Company Responsibilities Not Covered. Company's responsibilities under this Maintenance
Agreement do not include the following:
• Problems caused by modification of the Software by Licensee or any third party.(Nothing herein
shall be deemed to authorize the creation of such modifications.)
• Problems caused by the Software not being used in accordance with the Documentation.
• Problems caused by the Software being interfaced with software not indicated as compatible in the
Documentation.
• Problems caused by malfunctions of computer hardware or Third-Party Software,which does not
meet the configuration or other requirements specified by Company.
• Problems caused by environmental factors such as unstable electrical power.
Licensee Responsibilities
During the term of this Maintenance Agreement and any extensions or renewal thereof,Licensee shall:
Provide a supervisor, a technical support person, and operators trained in operation and support of the
Software. If necessary, Licensee shall provide replacement personnel and cause those personnel to be
trained in the Software.Training of Licensee personnel shall be at Licensee's expense.
Maintain backup copies of software on all workstations and servers that contain Software or support the
operation of the system.
Limitations on Company's Liability
The total liability of Company for any claim or damage arising out of the error correction,update and support
of the Software,or otherwise related to this Maintenance Agreement,whether in contract or in tort, shall be as
provided in the Contract.
June 12,2020
Indemnification of Customer.
Company shall indemnify and hold Licensee harmless from and against any claim of copyright infringement
based upon the Software,provided Licensee gives Company prompt written notice of and the opportunity to
defend any such claim.
Assignments
Neither this Maintenance Agreement nor any of the rights or obligations hereunder may be assigned by Licensee
without the prior written consent of Company, or by Company without the prior written consent of Licensee.
Subject to the foregoing,this Maintenance Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns,and no other person shall have any right,benefit or obligation
hereunder.
Waiver
The waiver or failure of either party to exercise in any respect rights provided for in this Maintenance Agreement
shall not be deemed a waiver of any further right hereunder.
Severability
If any term, provision, condition or covenant of the Maintenance Agreement is held to be invalid, void or
unenforceable under any applicable statute or rule of law,the rest of this Maintenance Agreement shall remain
in full force and effect and shall in no way be affected,impaired or invalidated.
Governing Law
The validity,interpretation,and performance of this Maintenance Agreement shall be controlled and construed
under the laws of the Commonwealth of Virginia.
Force Majeure
Company shall not be responsible for a failure to fulfill its obligations hereunder as a result of natural disaster,
war,riot or insurrection,strikes or other causes beyond its control.
Counterparts
This Maintenance Agreement may be executed in any number of identical counterparts,each of which shall be
deemed a duplicate original thereof.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date set forth opposite their
name below.
City of Fort Worth The Computer Solution Company of
Virginia, LLC
Customer: Company:
Valerie Washington(Nov 2,202010:27 CST)
By: By:
Assistant City Manager *XKaM Blair Robinson, Executive Vice President
Title: Title:
Nov 2, 2020 October 19, 2020
Date: Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
TCSC
The CurnpuiCr Sc�lu[icm Cwnp:ui. FORENSICOADVANTAG E.M
MAINTENANCE SCHEDULE 1
This MAINTENANCE SCHEDULE ONE(1)is made and entered into this 1st day of October 2020 and is
made part of and annexed to the SOFTWARE MAINTENANCE AGREEMENT dated October t 2020 by and
between City of Fort Worth ,(hereinafter referred to as"Licensee")and The Computer Solution Company of
Virginia,LLC(also known as Forensic Advantage®Systems)(hereinafter referred to as"Company").
Licensed Software Maintenance
Model
Forensic Advantage—Server Business Hour
Forensic Advantage—Client Business Hour
Customer Support#: (804)794-3491
Emergency Support#: (804)690-7661,(804)690-7662
Incident Reporting Severity Levels:
Level 1: Inoperable 4 hr Response
Licensed Software is inoperable and reasonable efforts by Licensee to resolve the issue have
been unsuccessful. Company shall make every effort to provide immediate resolution.
Level 2: Unstable 8 hr Response
Licensed Software is not performing in a manner consistent with Documentation. While the
Licensed Software is operable, reported issue is replicable and affects the ongoing
performance of the system.
Level 3: Inconvenience 48 hr Response
Licensed Software is not performing in a manner consistent with Documentation. Reported
issue is not replicable, does not affect the ongoing performance of the system, and/or a
satisfactory work-around has been identified.
Level 4: Question 72 hr Response
Licensee is unclear regarding the proper operation of the Licensed Software and/or has
identified an opportunity for improving the system.
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this
Maintenance Schedule as of the date first written above.
City of Fort worth The Computer Solution Company of
Virginia, LLC
Customer: Company:
,/Mll►L-
Valerie Washington(Nov 2,202010:27 CST)
By: By:
Assistant City Manager DOOMtBlair Robinson, Executive Vice President
Title: Title:
Nov 2, 2020 October 19, 2020
Date: Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Maintenance Schedule 1 Page 6
TCSC
The Computer Solution Company Quotation 2008 2501
TCSC LLC(Forensic Advantage Systems)
200 S. 10th Street,Suite 900
Richmond,VA 23219
804.794.3491
Date Issued: 08/25/20
Validity: 30 days
To: Ft.Worth Police-Crime Lab
Attn: Anabelle Pannell
email: Anabelle.PannelIO)Fort WorthTexas.aov
Quote Date Requisitioner Date Needed --I
8/25/2020 David Romig II 9/30/2020 Net 30
e
1 Forensic Advantage LIMS Annual Maintenance $15,400.00 $ 15,400.00
1 Forensic Advantage Expungement Annual Maintenance $ 6,050.00 $ 6,050.00
Period of Maintenance:October 1,2020-September 30,2021
Standard Shipment Blind Drop Ship Et $21,450.00
z
COMMENTS:
SALES TAX
TOTAL $21,450.00
1.To authorize this quote as an order please sign below
Invoice remittance:
PO Box 74008484
Chicago, IL 60674-8484
Phone:888-847-7747 ext.2580
Attention:Vitaly Gann
All correspondence to:
David Romig II
TCSC,LLC(Forensic Advantage Systems)
DR2 TCSC.com NOV 2,2020
804.690.7662 Valerie Washington(Nov 2,202010:27 CST)
Authorized by Date
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
V& / administration of this contract, including
By: Valerie Washington(Nov 2,202010:27 CST) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: -Nov 2, 2020
By: Mark Deboer(Oct 26,2020 12:11 CDT)
Approval Recommended: Name: Mark Deboer
Title: Interim Assistant Director, IT
Solutions
By: Approved as to Form and Legality:
Name: Kevin Gunn
Title: Director, IT Solutions
pO .100 Rr�aa
Attest: pp�oo 0000� By; JB Strong(Nov ,202016:40 CST)
a�� 0 Name: John B. Strong
1 q 'o Ay
o*s� Title: Assistant City Attorney
By: Contract Authorization:
Name: Mary J. Kayser M&C: NA
Title: City Secretary Date Approved: NA
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX