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HomeMy WebLinkAboutContract 44796 (2)CITY SECRETARY L' U—i " CONTRACT NO. _- Informa Systems Learning Management System Hosted Server Service Agreement This Informa Systems Learning Management System Hosted Server Service Agreement ("Agreement") is made and entered into by and between the City of Fort Worth, a home -rule municipal corporation of the State of Texas acting by and through its duly authorized Assistant City Manager, for the use and benefit of the Fort Worth Police Department ("Fort Worth PD") and Informa Systems, Inc., a Texas corporation acting by and through its duly authorized CYO ("Informa Systems"). WHEREAS, Informa Systems develops and licenses to users its software marketed under the name InformaOne ("InformaOne"); and WHEREAS, InformaOne is a learning management software solution integrated with unique law enforcement features; and WHEREAS, the parties wish to enter into this Agreement to establish the terms and conditions pursuant to which Informa Systems will provide the Fort Worth PD with access to and use of InformaOne. NOW, THEREFORE, the parties do hereby agree as follows: I. License to Use InformaOne Informa Systems hereby grants to Fort Worth PD a non-exclusive, limited license to use the InformaOne software for the Initial Term and any Renewal Terms in accordance with the terms and conditions outlined herein. Fort Worth PD shall not modify, copy, duplicate, reproduce, license, or sublicense the InformaOne software, or transfer or convey the InformaOne software or any right in the InformaOne software without the prior written consent of Informa Systems. The City of Fort Worth shall own the data within the Fort Worth PD's InformaOne system. Upon termination of use of the InformaOne software, Informa Systems shall provide the City of Fort Worth with the database file, eg ".mdf database", so that the Fort Worth PD can continue to maintain training records created during its use of the InformaOne system. II. Services — Statement of Work A. Informa Systems will provide to Fort Worth PD the following services throughout the Initial Term and any Renewal Terms. • License to use the InformaOne software by Fort Worth PD. • Integrated Learning Management System,with capacity to allow up to 2000 Fort Worth PD users to log -on and use the system concurrently. • Dedicated hosted server available exclusively to Fort Worth PD. • Secure Socket Layer (SSL) support • Support to the Fort Worth PD that is available 24 hours a day, seven days a week at no additional cost. • Guaranteed uptime in excess of 99.96%, and downtime due to scheduled maintenance a maximum of two hours per week. • Domain name chosen by Fort Worth PD and maintained by Informa Systems. • Nightly backup of differential data andweekly backup of all data. CFW-Informa Systems RECEIVED SEP 12 HS g of 6 OFFICIAL CITY SECRET ar F4WCRTR' • Upgrades to the InformaOne software as they become available. • Learning center portal accessible to 2000 users concurrently. • Ability to communicate data with the Texas Commission on Law Enforcement Data Distributions System (TCLEDDS). • Direct server and database level (eg Remote Desktop) access to server for Fort Worth PD IT Administrators. Note — this will not include Police Training staff, rather Police IT staff only. B. Informa Systems will provide to Fort Worth PD the following services during the Initial Term. • Assistance with setting up the system in accordance with the Implementation Timeline, which is attached hereto as Exhibit A and incorporated herein for all purposes as though it were set forth at length. • Two days of onsite training on the use of InformaOne. III. Support During tfie Initial Term and any Renewal Terms , Informa Systems shall provide support to Fort Worth PD for InformaOne twenty-four hours a day, seven days a week. This support will be provided either via telephone or via e-mail. Informa Systems shall strive to resolve all issues as quickly as possible, with precedence and timetables being determined in accordance with the following priorities, which will be assigned by the Fort Worth PD's designated liaisons in exercise of their reasonable discretion: • Priority 1: Critical items (such as inability to Ibgin). Response will be immediate, and the issue will be resolved within one hour. • Priority 2: Important items (such as software issues that have no workaround). These issues will be resolved within eight hours. • Priority 3: Issues that have a workaround. These issues will be resolved within 48 hours. Informa Systems will notify the Fort Worth PD's designated liaisons immediately if additional time will be required to resolve a particular issue, with such notice to include an estimate as to when the issue is anticipated to be resolved. IV. InformaOne Software Except as expressly set forth herein, the services and the InformaOne software are provided on an "as is", "as available" basis without warranties of any kind, either express or implied. lnforma Systems shall not be liable to Fort Worth PD or to any other party for any consequential, indirect or speculative damages of any kind including, without limitation, loss or liability resulting from (1) loss of data; (2) loss of software or hardware; (3) loss or liability resulting from access delays or access interruptions; (4) loss or liability resulting from data non -delivery or data miss -delivery; (5) loss or liability resulting from acts of God provided, however, that this limitation shall not apply to consequential or indirect damages suffeted by the Fort Worth PD or the City of Fort Worth as a result of claims that Informa Systems' products or software infringes on the intellectual property rights of any third party. This limitation of liability applies even if lnforma Systems is informed of the possibility of such damages. V. Fee Fort Worth PD agrees to pay lnforma Systems $39,500.00 (thirty nine thousand five hundred dollars) for all services outlined in Section II.A for the Initial Term. In addition Fort Worth PD agrees to pay a fee $14,500.00 (Fourteen Thousand Five Hundred Dollars) for all services outlined Section 11.8 for the Initial Term, with $10,000.00 (Ten Thousand Dollars) being paid for initial setup of the system (including CFW-Informa Systems Page 2 of 6 creation of a link to existing PeopleSoft system to import data and setup of home page and themes) and $4,500.00 (Four Thousand Five Hundred) being paid for 2 days on onsite training at Fort Worth PD. The total fee for all services under Section II during the Initial Term will be $54,000.00 (fifty four thousand dollars). For each Renewal Term, Fort Worth PD agrees to pay a fee of $39,500 (thirty nine thousand five hundred dollars) for up to 2,000 concurrent users. Informa Systems shall invoice Fort Worth PD for the Initial Term thirty (30) days after the date Fort Worth PD provides written acceptance of the final deliverable, indicating the installation and training have been completed to Fort Worth PD's satisfaction. For each Renewal Term, Informa Systems will invoice the Fort Worth PD annually thirty (30) days after the renewal date. All amounts are due thirty (30) days from receipt of invoice by Fort Worth PD from Informa Systems. VI. InformaOne Upgrades Throughout the Initial Term and any Renewal Terms, Informa Systems shall provide free upgrades of the InformaOne software to the Fort Worth PD as such upgrades become . VII. Term; Renewals; After Contract Expires This Agreement shall be for an initial one-year period beginning July 10, 2013, and expiring on the first anniversary of the date Fort Worth PD provides written acceptance of the final deliverable, indicating the installation and training have been completed to Fort Worth PD's satisfaction (the "Initial Term"). This Agreement may be renewed for up to four (4) additional one-year periods by written mutual consent of the parties. Each renewal shall be at the Fort Worth PD's option, and each renewal is further contingent upon funds being appropriated for such renewal as part of the budget process. VIII. Notice Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized delivery service. To Informa Systems: Informa Systems, Inc To Fort Worth PD: City of Fort Worth Assistant City Manager for Public Safety 1000 Throckmorton Fort Worth, Texas 76102 With Copy to City Attorney's Office at same address IX. Designated Liaisons Fort Worth PD appoints Michael Monday to serve as primary contact and the designated liaison to communicate with Informa Systems and to report support issues. Fort Worth PD appoints other Cal Lewis and Marcus Paulino to be the secondary contacts and the designated liaisons to communicate with Informa Systems and to report support issues. Fort Worth PD may alter any or all of these designations by providing Informa Systems with a signed, written addendum to this Agreement, which addendum shall be attached hereto and incorporated herein. CFW-Informa Systems Page 3 of 6 X. Non -Disclosure & Confidentiality The parties acknowledge that by reason of their relationship to each other hereunder, each will have access to certain information and materials concerning the other's technology and products that is confidential and of substantial value to that party, which value would be impaired if such information were disclosed to third parties ("Confidential Information"). Should such Confidential Information be orally or visually disclosed to the other party, the disclosing party shall designate the information in writing as confidential at the time of disclosure. Each party agrees that it will not use in any way for its own account, except as provided herein, nor voluntarily disclose to any third party, any such Confidential Information revealed to it by the other party. Each party will take every reasonable precaution to protect the confidentiality of such Confidential Information. Upon request by the receiving party, the disclosing party shall advise whether or not it considers any particular information or materials to be Confidential Information. The receiving party acknowledges that unauthorized use or disclosure thereof could cause the disclosing party irreparable harm. Accordingly each party agrees that the other will be entitled to seek injunctive and preliminary relief to remedy any actual or threatened unauthorized use or disclosure of such other party's Confidential Information. The receiving party's obligation of confidentiality shall not apply to information that: (a) is already known to the receiving party or is publicly available at the time of disclosure; (b) is disclosed to the receiving party by a third party who is not in breach of an obligation of confidentiality to the party to this Agreement that is claiming a proprietary right in such information; (c) becomes publicly available after disclosure through no fault of the receiving party; (d) is considered public information under applicable Texas and/or Federal law; or (e) is required to be disclosed pursuant to subpoena, court order, or other legal mandate, including, but not limited to, the Texas Public Information Act (Tex. Govt Code Ch. 552). XI. Mutual Indemnification Informa Systems shall indemnify, hold harmless, and provide a legal defense to Fort Worth PD and the City of Fort Worth from and against any claims, including reasonable legal fees and expenses based upon infringement of any copyright or patent by InformaOne. Fort Worth PD agrees to notify Informa Systems of any such claim promptly in writing and to allow Informa Systems to control the proceedings so long as such control is not inconsistent with Texas law. Informa Systems shall defend and settle at its sole expense all proceedings arising out of the foregoing. In the event of such alleged or claimed infringement, Informa Systems may replace, in whole or in part, the InformaOne with a substantially compatible and functionally equivalent computer program or modify the InformaOne to avoid the infringement. To the extent allowed by Texas law, the Fort Worth PD also agrees to indemnify, hold harmless, and provide a legal defense to Informa Systems' officers, directors, employees, agents, parent corporations and affiliates harmless from and against any and all liabilities, obligations, losses, damages, costs and expenses (including attorneys' fees and court costs) arising out of the use of the InformaOne software by Fort Worth PD in a manner that is in violation of the terms of this Agreement, provided, however, that nothing contained herein shall ever be construed so as to require the City of Fort Worth or Fort Worth PD to create a sinking fund or to assess, levy, and collect any tax to fund its obligations under this paragraph. Informa Systems agrees to notify Fort Worth PD of any such claim promptly in writing and to allow Fort Worth PD to control the proceedings. Informa Systems agrees to cooperate fully with Fort Worth PD during such proceedings. Fort Worth PD shall defend and settle at its sole expense all proceedings arising out of the foregoing. CFW-Informa Systems Page 4 of 6 XII. Governing Laws; Venue This Agreement and any dispute arising out of or relating to this Agreement or the subject matter of the same, shall be governed exclusively by the laws of the State of Texas. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas XIII. No Assignment Neither party may assign this Agreement or any interest in this Agreement without the prior written consent of the other party. XIV. Severability If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. XV. Headings Headings used in this Agreement are provided for convenience and shall not be used to construe meaning or intent. XVII. Signature Authority The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. XVII. Entire Agreement This written instrument (together with any attachments, exhibits, and appendices) constitutes the entire understanding between the parties concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. CITY OF FORT WORTH, TEXAS Assistant City Manager Date Signed: 09. ATTEST: 'Mary J. Ky4cretary APPROVED (A5'TO FORM AND LEGALITY: 1 v. Denis McElr Assistant City Attorney M&C P-11547 CFW-Informa Systems Informa Systems rut, P Name: /14 g1 ?. Ca NNt11L/ Title: C T Date Signed: 71 a A/ A .2 0 / 3 WITNESS: -6-sot I( CA sae-sGt�' OFFICIAL RECORD CITY SECRETARY FT. !NORTH, TX ACCEPTED AND AGREED: APPROVAL RECOMMENDED: By: r� Jeffrey W. Halstead Chief of Police Date: f S" /3 Infoma System Learning Management System Hosted Server Service Agreement 2013 Exhibit A: Implementation and Schedule 1. Implementation Timeline: 4 weeks TBD 3 TBD weeks 2 TBD weeks 1 week 1 TBD 3 days TBD 0 days TBD + 1 TBD week CFW-Informa Systems Post -Contract signing meeting Firm training/implementation dates. (All) Select training participants (Customer) Make reservations (Informa Systems) Provide Customer with Import Instructions (Informa Systems) Provide customer with Training Outline (Informa Systems) Book Training room and laptop projector (Customer) Provision Server (Customer) Provide Mock -Up of Training Site Home Page (Informa Systems) Select sample courses to work on during training (Customer) Perform two days of training (All) Modify Home Page (All) Discuss steps for implementation — agree on training dates None None None Customer to select courses that they want delivered and created as part of training. If PowerPoint print handouts and bring to training Based on feedback from Customer modify the home page Page 6 of 6 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 7/9/2013 DATE: Tuesday, July 09, 2013 REFERENCE NO.: **P-11547 LOG NAME: 13P13-0160 LEARNING MGT SVCS CC SUBJECT: Authorize Sole Source Agreement with Informa Systems, Inc., in the Amount of $61,000.00 for the First Year for Learning Management Services for the Police Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a Sole Source Agreement with Informa Systems, Inc., in the amount of $61,000.00 for the first year for learning management services for the Police Department. DISCUSSION: The City of Fort Worth Police Department will use the Sole Source Agreement with Informa Systems, Inc., to provide assistance to the training division for learning management services that provides data to a specified database structure. Informa Systems, Inc., is the only system that provides Texas Law Enforcement focus, as well as the proper export routine, to submit training information to the State's tracking system, the Texas Commission on Law Enforcement Data Distributions System (TCLEDDS), a mandatory requirement. The export routine will eliminate the need for redundant data entry by police training staff and will allow police to submit rosters within 30 days of holding Texas Commission on Law Enforcement Officer Standards and Education (TCLEOSE) training classes. In addition, the software provides an online library of TCLEOSE refresher courses. M/WBE OFFICE — A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the DBE Ordinance, because the M/WBE Waiver is based on the sole source information provided to the M/WBE Office by the Purchasing Division Buyer. ADMINISTRATIVE CHANGE ORDER — An Administrative Change Order or increase may be made by the City Manager in the amount up to $15,250.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS — Upon City Council approval, this Agreement shall begin on July 10, 2013 and end on July 9, 2014. RENEWAL OPTIONS — This Agreement may be renewed for up to four additional one—year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. Staff anticipates that the costs for renewal years shall remain the same as the first year. FISCAL INFORMATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Crime Control and Prevention District Fund. BQN\13-0160\CC FIJND CENTERS: TO Fund/Account/Centers CERTIF[CATI(: Submitted for City Manager's Office bv: Originating Denartment Head: Additional Information Contact: ATTACHMENTS 1. PRICING 13-0160.PDF 2. WAIVER 13-0160.PDF FROM Fund/Account/Centers Susan Alanis (8180) Jay Chapa (8517) Jack Dale (8357) Cristina Camarillo (8355)