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CONTRACT NOD
PROFESSIONAL A L SE 'ICa ES AGREEMENT
This PROFESSIONAL, SERVICES AGREEMENT ("Agreement") is' made and entered into by
and between the CITE` OF FORT WORTH (the "City" or"Customer"), a home rule municipal corporation
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situated In portions of Denton and Wise Counties, Tares, acting by ands through its duly
authorized Assistant City Manager, and CHEMWARE I �C.,, C"C hernW re" or "Consultant"),, a North
Carolina c,orplorationl, withi, its, principal office at 900 Ridgefield Drive, Suite 150, Raleigh, North C ar Tina,,
27609, and acting by and through, its duly authorized president and CEO.
CONTRACT DOCUMENTS
This Agreement shall consist of the following documents
1. This Professional Services Agreement
2. Attachment A Software License Agreement
31. Attachment crr ment —Software Maintenance Agreement
4. Attachment C—Statement of Work plus any attachments to the Statement of Work
b. Attachment D—Network Access Agreement
All Attachments are affixed hereto,, incorporated herein, and made a part of this Agreement for all
purposes. In the event of a conflict between the dio umient,s, the order of precedence shall be (1
Professional Services Agreement, ) the Statement, of Work,, C Software License Agreement, (4) and
Software Maintenance Agreement. Notwithstanding the foregoing, the Network Access Agreement shall
tae precedence in any conflicting matters related to computer or network socurity�.
I SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of upgrading Customer Laboratory Information Management System (LIMB), iinstell,ing an
LIMS test environment, building a Customer web, portal, and providing maintenance and support
services. Attached hereto end incorporated for all purposes incident to this Agreement is Attachment
"C,," Statement of Work, more specifically describling the services to be provided hereunder.
2. TERM.
This Agreement shall commence upon May 1, 2013, ("Effective ate" and shell expire on April
301 2014 "Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement.
This Agreement may be renewed at the City's option for three additional consecutive terms of one-year
each, (each a " ener al Term")..
I COMPENSATION,
The City shall pay Consultant an amount not to exceed $168,435.00 each year in accordance
with the provisions of this Agreement and the Quotation Summary attached as Exhibit C-1 to
Attachment "C." Consultant shall not perform any additional services for the City not specified by this
Agreement unless the City requests and approves in writing the additional costs for such services. The
City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless
the City first approves such expenses in writing.
r . TERMINA►TI N.
4.1. For Convenience.
OFFICIAL,REC
ChuernWare,,Inc.,-Lq M,S Uprade CITY SECRETARY
Professional Services Agreement a WORM, TX
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The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days,written, notice of termination.
4.2 Non-appro riation of Funds.
In the event no fund's or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense,to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
4.3 'Duties and Obliga,tilons of the Parties.,
In the event that this Agreement is terminated prior to the Initial Term, or prior to the
end of any Renewal Term, the City shall pay Consultant for services actually rendered up to the
effective date of termination and Consultant shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of
termination.
4.4 Termination of License Agreement.
The folregoling nioltwithistandling,, the License Agreement may be terminated by either
party in accordance with the Termination, provisions in Attachment A.
4-5 Termination of Maintenance Agreement.
The foregoing notwithstanding, the Maintenance Agreement may be terminated by
either party in accordance with the Term and Termination, provisions in Attachment B.
5 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants, to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant I s services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees immediately to make full diSCIOSUre to the City in writing;. Consultant, for itself and its officers,,
agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential' and shall not disclose any such information to,a third party without the prior written approval
of the City. Consultant shall More and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.
Consultant shall notify the City ilmimedliately if the security or integrity of any City information has been
compromised or is believed to have been compiromlised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and record's of the consultant invoilving transactions relating to this Contract
at no additional cost to the City. Consultant agrees that the City shall have access during normal
working hours, to all necessary Consultant facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section., The City shall'
give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all' its subcontractor agreements hereunder a provision to,
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years, after final
payment of the subcontract,, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of' such subcontractor involving transactions related to
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the subcontract, and further that City shall have access, during normal working hours to all subcontractor
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facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable: notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed 'that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and: not as agent, representative or employee of
the City,. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant
shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of responideat superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Consultant.,
8. LIABILITY AND, INDEMNIFICATION;.
CONSULTANT SHALL, BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AN PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSiON(S),, MALFEASANCE OR, INTENTIONAL
MISCONDUCT OF CONSULTANT,, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO., AND, DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,,
FROM AND AGA INS TANY AND ALL CLAIMS OR, LA,INS TS FOR EITHER PROPERTY DAMAGE
OR LOSS ( UDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT' ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT
ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City, which, assignment shall not be unreasonably delayed or
withheld. If the City grants consent to an assignment, the assignee shall execute a wmitten agreement
with the City and the Consultant under which the assignee agrees to be bound by the duties and
obligations of Consultant under this Agreement. The Consultant, and Assignee shall be jointly liable
for all of Consultant's obligations, under this Agreement prior to the assignment. If the City grants
consent to a subcontract, the subcontractor shall execute a written agreement with -the Consultant
referencing this Agreement under which the subcontractor shall agree to be bound by, the duties and
obligations of the Consultant under this Agreement as such duties and obligations may apply. The
Consultant shall provide the city with a fully executed copy of any such subcontract.
1 Oi. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement.,
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110.1 Coverage and Limits
(a) Commercial General Liability
$1,000,0,00 Each Occurrence
$1,000,000,Aggre,gate
(b) Automobile Liability
$11,000,000 Each occurrence on a combined single limit bas,is,
Coverage shall be on any vehicle used by the, Consuiltant, its emplo° cos, agents,
representatives in the course of the providing services, under this Agreement. "Any vehicle" shall
be any vehicle owned, hired and non-owned
(c) Worker's Compensation - Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease- per each employee
$5001000 Disease - policy limit
This coverage may be written as follows.:
Workers' Compensation and Employers,' Liability coverage with lirnits, consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. 'Tex. Rev.
Civ. Stat.) and minimurn pollicy limits for Employers' Liability of $100,,000 each
accident/occurrence, $500,,000 bodily injury disease policy limit and $,1100,000 per disease, per
emp!loyee
('d) Technology Liability(Errors &Omissions)
$1,000,,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if
coverage meets all other requirements. Coverage shall be claims-made, and maintained for the
duration of the contractual' agreement and for two (2) years following completion, of services
provided. An annual certificate of insurance shall be submitted to the City to evidence coverage.
10.2 General Re uirernents
(a) The commercial generall liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials,, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation pol'i'cy shall include a Waiver of Subirolgation (Right of Recovery) in
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favor of the City,of Fort Worth.
(c) A mlinimium of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10), days notice shall be acceptable in the event of non-payment of'
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmortion, Fort
Worth, Texas 76102, with copies to the City Attorney at the same address.,
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers, roust have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
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Management., If the rating is below that required, written approval of Risk Management is
required.
(e) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.,
(f) Certificates of Insurance evidencing that the Consultant, has obtained all required insurance shall,
be delilvered to the City prior to,Coinsuilt,ant proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND, REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of' any violation, of such laws,, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12., NON-DISCRIMINAT'ION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees, that in the performance of Consultant's duties, and,
obligations hereunder, it shall not discriminate in the treatment or employment, of any individual, or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liabillity and to indemnify and defend the City
and hoild the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) handdeliveredi to the other party, its agents,, empiloyees, servants or
representatives, (2) delivered by facsimile if facsimile number is provided below) with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
To The CITY: To CONSULTANT:
City of Fort Worth CHEIVIWARE INC.
Attn: Water Department/ Barbara Wilson Attn-. President/Mark Grosskopf
1000 Throckmorton 900 Ridgefield Drive,1 Suite 150
Fort Worth,TX 761 2.631 Raleigh, North Carolina, 27609
facsimile: (8'1 7) 392-8654
14. SOLICITATION OF El" III LO:YEESI.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or emploly, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer.,
15. GOVERNMENTAL POWERS.
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It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
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16. NCO WAIVER,
he failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert, any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
i
This Agreement shill l be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted,, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid,, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE NAME ICE.
The City and Consultant shall exercise their best, efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material' or labor
restrictions by,any governmeinital authority, transportation problems and/or any other similar causes,.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
,Agreement and that the normal rules of construction to,the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation, of this Agreement or exhlibilts hereto.
22. AMENDMENTS.
This Agreement shall not be,amended or otherwise, modified without the mutual written consent of
an authorized representative of both parties.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of Attachments "A" through "D" attached hereto, and
any documents incorporated herein by reference, contains the entire understanding and agreement
between the City and Consultant, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent in conflict with any provision of this Agreement.
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2 4. NETWORK ACCESS.
Consultant requires access, to the City's Intranet, Internet,, email, or other City department
database, and therefore, Consultant hereby agrees to execute the City's Network Access Agreement,
which is attached hereto and incorporated as Attachment "D." The Network Access Agreement outlines
the scope of access of Consultant,, its employees) agents, and representatives, including any
subcontractors, to the City's s network.
25. SIGNATURE,AUTHORITY.
The person signing, this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such bli,nding authority has been granted by
proper order, resolution, ordi,nance or other authorization of the entity. The other party is fully entitled to
rely on this warranty and representation in entering into this Agreement.
[Signature Page Follows]
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IN!jN SS WHEREOF, the parties hereto have execute this Agreement in multiplies this day of
Ell 20
CITY OF FORT WORTH.- CHEMWARE,
By.
By:
0 J1
Fernando Costa: 41 4f
1 Mark R. Gt'skipf
Assistant Cit Manager "XY 1r 060 President
16
Date-. 6
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00,010,D'000 CP
ATTES V,]I ��EST,x, 10017
yLn', xo�4�0�
R4- By:
ity Secretary Con or J. and
Director, Buisiniess De'vellopment
APPROVED AS TO FORM AND LEGALITY.-
B
Farmer
Maleshial� "
Assistant,City Attorney
CONTRACT AUTHORIZATION,-,
MACC.
2.-
date Approved., % -&
OFFICIAL RECORD
ChemWare, Inc.-LIM'S Upgrade CITY SECRETARY
Professional Services Agrees ent TX
Page 8 of 8 "is WORTH,
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.11 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall
include all officers,, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the folilo,wing City requi'rem,en,ts and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment pment to the City
(b) Contractor,,, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's, Network
(c) Contractor Personnel shall protect City,-issued passwords, ands shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel, in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations
regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored,for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsilbilit,ies of the Contractor
Personnel no longer require Nets o,rk access
6. Termination, In addition to, the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City.
Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Se Contractor, agrees to make every reasonable effort in accordance with
,accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon, discovery of
a breach or threat of breach which cou�ld, compromise the integrity of the City's Network, including but not
limited to, theft of Contractor-owned equipment that contains City-provided access soft ware, term,ination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED*.,
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CITY Napo 1%1 ORTHN-, CHEMWARE, INC.,,
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_01000011
By: By: 10e,
Fernando Costa
Fame- 'ark Grosskopf
Assistant Cityn der Title: Pre :Artt
Date: Date: &St 3 Ok I
AWEST:T/
AT'ITE TE T: 10
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Coinoir Ward
y J. Kayser Name.
City Secretary Title: Director, Business Development
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FOIFFICIAL, RECORRID
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Cheinware,In O
c. CITY SECRETARY Rev. 10/5/2011
Z 7 14�.ftX no WORTHo TX
..............
ATTACHMENT Di
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT' ("'Agreement"") i's made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal, corporation with its principal
location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of
Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas,, and CHE,MWARE INC., with
its principal location at 900 Ridgefield Drive, Suite 150, Raleigh NC 27609, ""C Contractor"').
1.1 The Network., The City owns and operates a computing environment and network (collectively
the "'Network"). Contractor wishes to access the City's network in order to provide HORIZON Laboratory
Instrument Management (LIMS) software installation and upgrade services, configuration, services and
remote diagnostic and, troubilesholoiting services. In order to provide the necessary support, Contractor
needs access to City's Internet, Intranet, and' LIMS System.
2. Grant of Li'mited Access., Contractor, is hereby granted a limited right of access to the City's
Network for the, sole purpose of providing HORIZON Laboratory Instrument Management (LIMS) software
installation and upgrade services, configuration services, and remote diagnostic and troubleshooting
services. Such access is granted subject to the terms and conditions forth in this Agreement and
applicable provisions of the City's Administrative Regulation, D-7 ("Electronic Communications Resource
Use, Policy), of which, such applicable provisions are hereby incorporated by reference and made a part of
this Agreement for all purposes herein,and are available upon request.
3. Network Credentlials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire, one (1),year from the date of this Agreement. If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services; or upon termination of the contracted'
services, whichever occurs first'. This Agreement will be associated with the Services designated below.
D Services are being provided' in accordance with City Secretary contract No. N/A,
D Services,are being provided in accordance with City of Fort,Worth Purchase Order No. N/A.
X Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
0 No services are being provided pursuant to this Agreement,.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services, have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration o f t his Agreement, the
Contractor has provided the City with a current list of its officers,, agents,,, servants,, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of comp:letion, of serv,ices, Contractor shall,
I
provide the City with a current list of'officers,, agents, servants, emiployees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of
access to the Network and/or termination of this Agreement.,
5. Network Restrictions. Contractor officers, agents', 'servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges,, agrees ands hereby gives
its authorization to the City to monitor Contractor's use of the, City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers,, agents, servants,
employees or representatives, of thi's Agreement and any other written instructions or guidelines that the
Network Access Agreement Rev. 10/5/201,11
ATTACHMENT A-SOFTWARE LICENSE AGREEMENT
PARAGRA,PH15 PARAGRA114-1 1-7
RELATIONsfiff>BETWEEN AHEM WARE AND ORACLE TAXES
The caries agree that Oracle is a third party beneficiary of this Customer is responsibile for and shall pay all sales, use, and
Agreement. Chern'Ware is an independent contractor/11 icen see ill all excise taxes, and like charges imposed by any federal, state, or local
matter's relating to its contracts with Oracle. Except for as specifically governmental entity for products or services provided under this
identified in this Agreement, neither. ChemWare nor Oracle has any Agreement, excluding only taxes based solely on CheniWare s
authority to assume or create any obligation, express or implied, on income. When ChernWare has the legal obligation to collect such
behalf of the other party, nor to represent the other party as agent, taxes, the appropriate amount shall be invoiced to and paid by
employee,fi-anclilsee,or in any other capacity. Customer unless Custorner provides ChemWare with a valid tax
PAS RAGRAPH16 exemption certificate authorized by the appropriate taxing authority.
WAIVER AND SEVERABILITY Custorner shall hold ChernWare harmless frorn all claims and liability
16.1.No term of this Agreement shall be deenled waived and no arising from CUstorner's failure to pay any such taxes, duties, or
charges.
breach excused unless such waiver or excuse shall be ]in in and PARAGRAPH 18
signed by the party ,giving the waiver or excuse. Thefailure of either WHOLE AGREEMENT
party to exercise in any respect any right provided for in this
Agreement shall not be construed as a waiver of any further right Each party acknowledges that it has read this Agreement,
under this Agreement, and no waiver shall be a continuing waiver understands it, and agrees to be bound by i,ts, terms. ne parties
unless specifically so stated in the writing. further agree that this Agreement, including its Exhibits, is the
16.2. If any provision of this Agrecillent shall for any reason, be complete and exclusive statement of the agreernent of the parties with
held to be invalid or unenforceable, such decision shall not affect, respect to the subject matter hereof and that it supersedes and merges
impair or invalidate the remainder of this Agreement, but shall, be all prior proposals, understandings, and agreements, whether oral or
confined in its operation to the provision of this Agreement directly written, between the parties with respect to the subject matter hereof
involved in the controversy in which the decision was rendered, the This Agreement may not be modified except by a written instrument
invalid or unenforceable provision shall be reformed by the arbitrator duly executed by the parties hereto. Any ten-n or condition on a
so that each party shall have the obligation to perform reasonably printed form which shall be sent to ChernWare from Customer shall,
alternatively to give the other party the benefit of the bargain, have no effect, and shall not modify, add to, or subtract from the
obligations and rights set forth,herein.
IN WITNESS WHERI","017,the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below.
ChernWare Inc. Organization
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Signed: Signed: _(SEAL)
Print: Mark R.GrosAo v Print:
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ATTACHMENT A—SOFTWARF,UCENSE AGREEMENT
a.Provide written notice to ChemWare not later than fifteen(15) Section I I. ChemWare shall secure for Custorner the right to have
days after Customer receives notice of'a claim or suit;and sufficient access to tile Materials as necessary to allow Customer's
b�. Give ChernWare (or Oracle if the claims r�e�late to the continued use pursuant to the Agreement.
Database):sole control of the defense and any settlement negotiations', PARAGRAPH 12
and' FORCE MAJEURE
c. Give ChernWare (or Oracle if the claims relate to the Neither party shall be ill default or otherwise liable for any delay
Database) the information, authority and' assistance requested to ill or failure of its perfon-nance under this Agreement if such delay or
defend against or settle the clairn. ChemWare may settle any such failure arises by, any, reason beyond its reasonable control, including,
claim in any manner it decills, appropriate, provided' that Customer any act of God, any acts of tile common enerny, earthquakes,, floods,
shall have no obligation to make a payment under any such settlement fires, epidernics, rio�ts,, liabo�r disputes, failures or delay ill
ithout its p�rio�r consent. Customer shall have!the right to participate
wl transportation or communi cations, or any act or failure to act by the
at its own, expense in the defense of any such suit or proceeding
through counsel of its own choosing. other party or such other party's ernployees, agents or contractors (a
d.Ifthe Materials or any part thereof are held to infringe and the "Force Majeuire Event"'); provided, however, that failure to make
use thereof is enjoined or restrained or, if as a result of a settlement or payi-nent of tile License Fee when due shall never be deenied to be a
compromise, such, use is materially adversely restricted, ChernWare result of a Force Majeure Event,
(,or Oracle if the claims relate to the Database), shall, at its own PARAGRAPH13
expense, either: (,a)procure for Customer the right to continue to use TERMINATION
the Materials,- oi- (b) modify the Materials to make them non-
1 13.1. The License granted hereunder shall autornatically
iriffinging, provided that such modification does not materially tenninate with the termination of this Agreement.
adversely affect Customer's authoTized use of the Materials- or (c)
13.2. In the event of any default of any obligation under this
replace tile Materials with equally suitable, compatible, and Agreement which remains uncured thirty (30) days after receipt of a
functionally equivalent non-infringing Materials at no additional written notice identif�ing in detail the nature of the default and the
charge to Customer- or (d) if none of the foregoing alternatives is
reasonably available to ChemWare (or Oracle if cla,inis relate to the expectations to cure tile default, the non-defaulting party may
terminate this Agreement.
Database), terminate this agreement and, refund to Customer the 13.3. Within tell (10) days after terrilination of this Agreement,
payments actually made to ChemWare under this Agreement. Customer shall discontinue use of the Materials; shall either return to
9.2. ChemWare (or Oracle, as applicable) shall have no Chei-nWare the Materials and all copies thereof, or delete or destroy
in d enin ifi cation obligation to Customer other than, as set forth in all copies of the Materials; and deliver to ChemWare a written
Paragraph 9.1., In clarification but not limitation of the foregoing, certification as such.
neither ChemWare nor Oracle will indemnify Customer if(,ustorner: 13.4.Upon termination of this Agreenient,except termination by
a. Makes a claim based upon, third Rarty programs or ancillary Custoilier as a result of a,breach by ChemWare of Paragraph 7.1a of
programs not included in tile Materials,;or 1� 7.1b, all unpaid License Fees shall immediately become due and
b. Alters tile Materials or,,uses a' vcrslon,ofthe Materials which payable.
has been superseded, and the ii-iffingement claim could have been 13.5. Notwithstandin
avoided by using an unaltered current version of the Materials-or I g Paragraph '13.4, no further License Fee
I payment shall be due in the event of termination of this Agreement
c. Combines the Materials with any other,"*software or hardware
not recommended or furnished by ChemWare or Ora-cle-or pursuant to the terms of Paragraph 8.1 or 8.,21, and Customer may
recover damages as set forth in Paragraph 8.1 or 8.2, as, applicable
d. Uses the Materials outside the scope of use set forth in the and as limited thereby.
Documentation. 13�-5. Any provision of this Agreement which by its, terms
PARAGRAPH 10, imposes continuing obligationsl including but not limited to
NOTICES Paragraphs 4, 5, 6, 7, 8, 9, 13, 14 and 1,5, shall survive the
All notices under,this Agreement shall be delivered by hand or termination of this Agreement.
by a reputable national overnight courier service, with recipient PARAGRAPH14
signature required, and addressed to the r&iplent's physical address GOVERNING LAW AND ADJUDICATION'
indicated in the first paragraph of this Agreement, or to such other
address as tile recip�ient may,,designate by providing,notice.The notice 14.1. This Agreement is to be governed by and interpreted in
shall be considered delivered on the day of delivery, as indicated by accordance with, the laws of the State of Texas, without regard to its
the signed receipt,,, conflicts of law provisions. Venue for any actions arising hereunder
shall be in Tan-ant County,Texas.
PARAGRAPHII 14,.2. In the event of a dispute arising under or related to this
AssIGNMENT Agreement, except as set forth in Paragraph 14.4, the parties may
Neither party may assign any rigfit, remedy, obligation, or first submit the dispute for no�n-binding illediation in Tarrant County,
liability under this Agreement without the prior written consent of the Texas,or in any other p�lace mutually agreed up�on'by both ChenlWare
other party, which consent shall not be unreasonably withheld, and Customer.The niediator shall be agreed upon by the parties.Each
provided that ChemWare may, without tile consent of Customer, but party, shall be liab�le for its own expe�nses, inc�luding attorneys fees-�
upon no less than thirty 30) days written1noti,ce., assigln all, but not however,the p�arties shall share equally in the costs for the mediation.
less, than all, of its, rights,and obligations under this Agreement to a 14.,3. In the event that mediation is not successful, the dispute
third party purchaser of all or,substantially all the assets,or equity of may, upon written, consent of'both parties, be submitted for binding
ChemWarc, or with which ChemWare affects a merger or business arbitration by one arbitrator in accordance with the rules of the
combination, provided any such third party agrees in writing to Anierican Arbitration Association. Entry of judgment from that
assunle all obligations of ChenlWare under this Agreement,. Oracle arbitration may be made in a court of competent jurisdiction. Each
may deny assignment of the Database for any reason, may require all party shall be [liable for its own expenses, including attorneys fees;
assignment fee, and may assign its rights and obligations without however,the parties shall share equally ill the costs for the arbitration.
14.4. Notwithstandin
further notice. I g the foregoing, in order to prevent
irreparable harm, either party may seek temporary and interim
Notwithstanding the foregoing provision, in tile event Oracle injunctive relief from a court of competentjurisdiction.
makes all assignment pursuant to the provision set forth in this
o)olt 4,i,-,`1,I,,,�d�,�
Page 3 of 5
Rev.5/M2013
ATTACH`MENT A—SOVrWARE LICENSE AGREEMENI' 0
within a tablespace in the same database and oil the same Server as ChernWare under similar conditions and in a commercially reasonable
the production environment. rnanner. CheniWare ,;hall have no obligation to correct or bypass,
d. Cher-nWare must approve, in advance and in writing, any errors Linder this warranty which result from: (iii)modification of the
additional copies, backups or archives Customer wishes to make, Materials by a person other than CheniWare; (iv) errors caused by
which approval may be contingent upon,among other conditions, the defects, problems or failures of hardware, software or other
licensing rules of Oracle and other Licensors. components, or systems not provided by ChemWare; or (v)
PARAGRAPH 3 introduction of errors caused by the negligence,of Customer or other
TERM non-Chern Ware personnel.
This Agreement is effective upon execution by the Customer b. If the Materials, as, delivered to Customer, are alleged to
and shall continue until such time as it is tenninated in accordance infringe any registered trademark, registered service mark, copyright
with the tenris of this Agreement. or patent, or to misappropriate any trade secrets of'a third party(or if
PARAGRAPH 4 ChernWare otherwise believes the Materials may inffinge or
misappropriate), Chem'Ware will make commercially reasonable
LICENSE FEES efforts to either modify the Materials to be noninfringing (while
4.1. Customer agrees to pay ChemWare a license fee ("I.Acense substantially preserving the utility and functionality of the affected
Fee"") for the License to use the Materials in accordance with the portion of the Materials)or obtain a license to continue use.
license quantities and payment terms, specified in Attachment "E" to 7.2. Other than the foregoing specific warranties, tile Materials
the Professional Services, Agreement to which this Software License are provided "AS IS" and ChernWare makes no warranty, guaranty,
Agreement is attached. An additional license fee will be required if condition, covenant or representation, express or implied. All other
Customer adds to the quantity of Licensed Units or acquires, licenses warranties, including without firnitation the implied, warranties of
for additional modules, add-ins, options, special functions, illerchantability, fitness for a particular purpose, noninfringernent,
custornizations or other products from ChemWare, and such timeliness, currency, accuracy or other attributes,or from a course of
additional fee is deemed part of the License Fee. dealing or usage, are specifically disclaimed. Without limiting the
4.2.Neither the License Fee nor any additional license fee shall foregoing, ChernWarc and its Licensors make no warranty or
include the right to new versions, updates, upgrades, or additional or representation that the operation of the Software or the Database will
different software or services of any kindi., be uninterrupted or the Materials will be error-ftee.
4.3.All payments shall be made within the United States in U.S. PARAGRAPt18
dollars,and shall be nonrefundable. LuAITATIONS ON LIABUTY
4.4. LJn1ess the License Fee is paid in full on or, before the 8.1. In the event of a breach of the warranty set forth in
Installation Date,a temporary license key will be,issued to Customer. -aph 7.1 a, and provided that s:uch breach continues, for a period
Paragi
At such time as Customer has paid the License Fee in full, Customer of thirty (30) dtays after Customer gives written notice to ChernWare
will be issued a permanent license key allowing access to the of the breach, then Customer may terminate this Agi-eement and
Materials. In the event Customer fails to pay the License Fee in full recover tile License Fees, paid to ChemWare through the date of
and pursuant to the terrns. of Attachment "E," the temporary l,icense termin,ation and once the License is terminated. This is Customer's
key will explire, certain functions, of the Materials will cease! to exclusive remedy.
operate,and ChernWare may proceed with its remedies for breach. 8.2. In the event Customer alleges a breach of the warranty set
PARAGRAPH5 forth in Paragraph 7.1 bi, or in the event Ch,emWare otherwise
OWNERSHIP AND INTELLECTUAL PROPERTY RiGHTS terminates part of the License granted hereunder based on an
ChernWare and its Licensors retain all ownership and intellectual allegatioln, or determination that any part of the Materials iriffinge tile
property rights in and to the Materials. Customer acknowledges that intellectual property of a third party, then ChemWare's liability shall
the Materials and any modifications, copies or derivatives thereof are be limited to a refund of the License Fees act-ually paid to ChemWare
the sole and exclusive property of ChernWare and its Licensors, for the ap�pillicable part of the Materials for which the License has been
regardless of the fonr� or media in which the original or copies may terminated.This is Customer's exclusive remedy.
exist. The Software, including its code, logic, design and structure, 8.3.Except with respect to damages arising out of or related,to a
contains trade secrets which are the sole property of ChemWare, and breach of Paragraphs 7.1 a or 7.1 b, the remedies which are set forth
to the extent permitted by applicable law, Customer agrees to secure exclusively above, or damages which may arise as a direct resul,t of
and protect the Software so that ChemWares trade secrets therein are ChemWare's negligence, gross negligence, or intentional conductl
not disclosed to any third parties. ChernWare's liability to Customer for damages arising frorn or related
PARAGRAPH 6 to this Agreement shall be limited to the amount of the License Fees
CONFIDENTIAL INFORMATION Customer has paid to ChemWaTe hereunder.
8.4. Neither party shall be liable for any indirect, incidental,
Subject to applicable law, all information related to the nature special, punitive, or conseq,uenti,a] darnages, whether in tort or
and use of the Materials is confidential. Customer will use its best contract or based on any other l,egal theory.Neither ChemWare nor its
efforts, and take all reasonab�le steps to protect tile Materials from Licensors, including but not limited to Oracle, shall be liable for
unauthorized reproduction,publication,disclosure or distribution. damages fi-om interruption of business,, loss of use of the Materials,,
PARAGRAPH 7 loss of profits, revenue, data, or data use, cost of recreating data,cost
Lim ITED WA-R,RANTIES of capital, cost of any substitute software, or losses caused by delay,
7.1. ChemWare makes the following warranties to Customer even if ChemWare or its Licensors, including but not limited to
with respect to the Materials: Oracle,,has been advised of the likelihood of such darnages occurring.
a. For the first sixty (610) days after the Installation Date, if the PARAGRAPH 9
Software, as delivered (and, if applicable, installed) by ChemWare INDEMNIFICATION'
fails to perform in accordance with the functional specifications in,the 9.1. Subject to the limitations in Paragraph 9.2, ChemWare(or
Documentation, and provided that ChernWare is givenWTitten notice Oracle if the claims relate to the Database) agrees to indemnity and
of the failure within this warranty period:, ChemWare will correct or defend Customer with respect to any claim brought against Customer
bypass such error to tile extent the error (i) materially affects the based on alileged infringement by the Materials of the clairnalit"s
user"s ability to use the Software in accordance with tile intellectual'property rights,provided Customer must:
Documentation; and (ii) can be reproduced or recreated by
4 22 2 of 5 Rev,5116-2013
(,Fw-s"MA;! m�A��wi m –v ice,nsle Al,�,i��e,gtn,eii,�_,,,,,---,,—,,-,
ATTACHMENT A—SOFTWAR1,LICENSE AGREEMFNT
HORIZONO LABORATORY IN FORMAlTION PARAGRAPH2
MANAG,EMENT SYST EM 1ACENSE
`1`his Software License Agreement("'Agreement")is entered into 2.1. Gr�ant of License. CheillWare grants to Customer and
between ChenlWare Inc., a North Carolina corporation Customer accepts,
, pursuant to the terms, and conditions of this
(`ChemWare") with its principal oiffice at 91010 Ridgefield 1)rive, Agreernent, nonexclusive, nontransferable license ("License") to use
Suite 150, Raleigh, North Carolina, 276,09, and, the City of Fort the Materials commencing on the Installation Date and continuing ill
Worth, Texas ("Customer"), with its pr�in,cipla,l office at 1000 perpetuity unless tenilinated in accordance with the terms herein,with
Tbrockniorton Street,Fort Worth,Texas,761,02. the following r�estrictions:
PARAGRAPH I a. The Materials may be used only by Customer. Customer may
DEFIWTIONS not sublicensel rent, distribute, lease, timeshare or otherwise transfer
1.1. "Software" means the executable code of the HORIZON or assign Customer's rights in the Materials. Customer rnay not act as
I
Laboratory Information Management System Software, together with a service bureau or provide subscription services using the Materials,.
the executable code for the! Modules, add-ins, options, special b., Customer may not change, alter, modify, translate,
functions, and other ChemWare products 'Identified in Exhibit A disassemble,decompile or reverse engineer the Materials,. If Customer
under a"HC'"or"'HO'item designation. has an Embedded Software License, Customer may not modify the
1.2. "Database" means, the single central Oracle(, database Database data structures except as may be provided through: the
Software interface.
including tables for housing Laboratory Information Managenlent C.'I"'he Materials may be installed and used by no more than the
Systern (LIMS) data established by the Software, together with any quantity of Licensed Units specified in Exhibit A(as may be arnended
Oracle software pro�ducts, identifted in Exhibit A under a "OR" item from time to tirne), If Licensed Units are based on Concurrent Users
designation. or Named Users, authorization for use must be granted by defining
1.3. ""Documentation" means all information provided by unique individual user names and security credentials through the
CbemWarewh.ich describes the installation, operation and use of tile Software interface,which names and credentials may not be shared by
Software,in printed or electronic f'oriliat. other users. A previously authorized Narned User may be deactivated
1.4. "Materials" means tile Soffivare., Documentation and
Database. and replaced by a new Nained User,, with no net change in license
1 450 ���4,Oracle J'� means, the Oracle Corporation, located at 500 quantity.
Oracle Parkwtay,Redwood Shores,California 94065. d. Customer may not export or re-export the Materials or any
1.6."Installation Date"rneans the earliest of the date on which: cop�y, a,dap�tation, or pro�du,ct thereof, directly or indirectly, in
(a) the Software is delivered to the Customer; or(b) the Software is violation of any U. S.export law or other applicable regulation,or use
the Materialsfor any purposeprohibited by,these laws.The Materials,
loaded onto Customer's hardware. delivered to {J.S. Government end users, are .,*commercial computer
11.7. "Licensed Unit" means the unit of measurement used to I"
define the quantity of Materials licensed to,Custorner according to the soffivare pursuant to the applicable Federal' Acquisition Regulation
("FAR"),and agency-specific supplemental rie utations. As such, use,
fb1lowing definitions: 9
a."'Named User""means any real pe,,rson authorized by Customer duplication,, disclosure, modification, and adaptation of the Materials
shall be subject to the license and license restrictions set forth in this
to use the Materi'als, regardless of' whether that person is actively Agreement, and, to the extent applicable, the additional 1,-ights set
using the Materials at any given time. forth in FAR 52.227-19,Commercial Computer Software—Restricted
b. "'Concurrent User" inean,s any real person authorized by Rights,(June 1987'),
Customer to use the Materials simultaneously wiith other authorized c. Customer may not publish the results of any benchmark tests
real persons. oil the Materials.,
C. "Processor" means the CPU in the computer, on which the L Customer i�-n,ay not remove or modify any CbernWare or
Materials are installed and/or running. In a virtual computing Licensor prograt-n markings, copyright notices,,, trademarks or other
environment,,to count as one(1)Processor it must be either,dedicated, notices of proprietary rights in the Materials.
to the Materials or the Materials must be bound to the Processor; g�.� All fights not expressly granted are reserved to ChemWare
otherwise all Processors in the Computer must be counted when and its Licensors.
determining compliance with the license,quantity. 2.2. Additional Units and Materials. Any updates or new
d. "Server" means the computer oil which the Materials are versions,, modules, a,dd-ins, options, custornizations or special
installed. functions to the Materials provided to Customer by Che,mWare shall
0, C., i1nstrument" means the individual analytical instrument,, or also become part of the Materials and shall be governed by tile terrns
instrument data system controlling that instruillent, as, the case may of this Agreement. Additional Units may be added by an Addendum
be,oil which the Materials are installed. to Exhibit A. su�ject to playn�ient of (he required fees pursuant to
f. "'Workstation" mea,ns the individUaI p�ersonal computer on Paragraph 4.
which the Materials,are installed. 2,.3.Copies.Custorner shall not niake any copies of tile Materials
g,., "Device" ineans the individual hardware, hardware data except in,accordance with the following,-.,
system,network folder or other rnediurnfor data Storage. a. The MateritaIs may be copied as part of tile -.standard backup
1.81. *'Embedded Software Lilcense" ineans a special Database process used by Customer,,, provided 'that such copics are used only
licensing option limiting the Custorner's routine access to the when restored to the Primary production environment an(]:,only during
Database to thefunctions provided through the Software interface. the terril of tile License granted herein.
1.9. "Licensor"' means any third party software provider, b.,One copy of'the Materials may be used on an unlicensed spare
including Oracle, fi-orn which ChemWare has secured the right to (failover)Server provided' that(i)such u,se is exclusively in a failover
sublicense,distribute,, integrate,and/or su�pport the provider's product env,,irotiment; (ii)use of the failover Server does not extend beyond a
as a module, add-in, option, or special, function when used in total of ten separate days in any given calendar year- and (iii) use of
conjunction with the Materials'-3nd the tenns of this Agreement.
tile f"ailover Server in a production environi'llent is discontinued when
the primary production Server is repaired or,replaced.
c. One copy of the Materials may be installed in development,
test and/or training,environments,provided that such copy is installed
NY (7 1 .0,
A 0 �,3 N,I ievitye I of 5
t", Rev�5'W2013
ATTACHMENT B—SOFTWARE MAINTENANCE AGREEMENT
IN WITNESS WHEREOF,the parties have caused this Agreement to be cxecu(ed by their duly authorized representatives as set forth below.
ChernWare,Inc. Orgiriizqtion
W! AOM%
Signed: Signed-7>z4m o�� ��-,---(SEAL)
Print: Mark Grosskopf Print:
Title: Presidew Title:
Date: Date:
TO FORM AM LEMLT'Ty
Ohl D. parmer
Senior ci Attorney
Mac: A to
j)ate Approved
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OFFICIAL RECORD
CITY SECRETARY
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ChcmWare Attachment B.-Maintenance Support Agreement-4 22 13-rev.doc Page 4 of'5 Rev.05/16/13
ATTACHMENT B-SOFTWARE MAINTENANCE AGREEMENT
liability for darna.ges. to Customer shall be litnited in all cases to,the printed form which shall be sent to ChemWare frorn Customer shall
annual Maintenance fee paid by Custonier for this Agreement, for the have no effect,, and shall not modify, add to, or subtract from tile
year in which the alleged liabil'ity first arosc. obligations and rights set forth herein.
PARAGRApm,6 7.3. This Agreement is to be governed by and interpreted in
accordance with the laws of the State of Texas, without regard to its
TERM ANDTERMINATION
conflicts of law provisions. Venue for any actions arising hereunder
6.1. The initial term of this Agreement shall commence upon shall be in Tarrant County, Texas. In the event of a dispute arising
completion and Customer acceptance of tile Software Installation and under or related to; this Agreement, the parties may first submit the
Installation Qualification (IQ) deliverables, and shall continue for a
4 - dispute for non-binding mediation in Tarrant Coutinty, Texas, or in
period of one year. Customer shall have the"option to renew this any other place mutually agreed upon by both ChemWarc and
Agreement for consecutive annual renewals unless ten-ninated in Customer. The mediator shall be agreed upon by the parties., Each
accordance with the terms herein. (Jiil,ess ChernWare provides written party shall be liable for its own expenses, including attorneys fees;
notice to the contrary,this Agreement shall automatically terminate at, however,the parties shall share equally in the costs for the rnediation.
the conclusion of any ten-n if payment for the next consecutive term is In the event that rnediation is not successful, the dispute may, upon
not received by ChemWare as specified in Paragraph 3. written consent of both parties, be submitted for binding arbitration
6.,2.This Agreement may be terminated as follows: by one arbitrator in accordance with the rules of the American
a. This Agreement shall Immediately terminate upon tile Arbitration Association. Entry of judg-t-nent frorn that arbitration, may
termination of the License Agreement. I be rnadle in a court of competent jurisdiction. Each party shall be
b. This Agreement may be terminated by either party upon the l'iable for its own expenses, including attorneys fees; however, the
expiration of thethen-current term of this,Agreement,provided that at parties shall share equally in the costs for tile arbitration,,
least thirty(30)days'prior written notice is,given to the other party. 7.4. In the event that any provision ofthis Agreement is held by
c.This Agreement may be ten-ninated by either party upon thirty a court of competent jurisdication to, be invalid, illegal, or
(30) days' pr�ior written notice if the other party has materially unenforceable, such decision shall not affect, impair or invalidate the
breached the provisions of this Agreement and has not cured such remainder of this Agreement, but shall be confined in its operation to
breach within such notice period. the provision of this Agreement directly involved in the controversy
6.3. Following ten-nination of this Agreement, ChernWare shall in which the decision was rendered. The remaining provisions shall
immediately invoice Customer for all accrued fees and charges and a]I be enforced to the maximum extent permitted by app�l!icable law.
reimbursable expenses Lip through the date of termination, and 7'.5. Neither party may assign any right, remedy, obligation, or
Customer shall pay all,amounts due within thirty (30) days of the liability under this Agreement without the prior written consent of the
invoice. other party', which consent shall not be unreasonably withheld,
6.4.Termination of this Agreement prior to the expiration of the provided that ChenlWare may, without,the consent of Customer,but
then-current terill specified in Exhibit A,and pursuant to the terms of upon no less, than thirty (3�0) days written notice, assign all, but not
this Paragraph; shall not,obligate ChernWare to refund any amount less than all, of its rights and obligations under this, Agreement to a
paid by C'ustomer,for this Agreement nor result in any liability,under third party purchaser of all or substantially all the assets or equity of
any theory of law or equity,OfChemWare to Customer,other,than to ChemWare, or with which ChernWare affects a merger or business
provide Customer with all currently available, Updates through tile comb�ination, provided any such third party agrees in writing to
date of termination. assurne all obligations of ChernWare under this Agreement.,
6.5.Provided that the,License Agreement rernains in effect,then 7.6. N'o term or provision of this, Agreement shall be deemed
upon termination of this Agreement Custorner shall be permitted to waived and no breach excused unless such waiver or consent shall be
continue! use of the Materials pursuant to the tenris of the License in writing and signed by the party claimed to have waived or
Agreement. If the License Agreement has terminated,Customer shall consented. Failure to enforce any,of the provisions of this Agreement
take such actions with respect to the Materials as required under the shall not be construed as a waiver of future rights to ent"orce the same
Licen�se Agreement upon its termination. or other provisions of this Agreement.
6.6. Notwithstanding termination of this Agreement, all -r s all be entitled to all benefits of the escrow
7.7. Custome h
obligations related to Proprietary Rights under Paragraph 4, all arrangements ChemWarc has with Business Records Management
disclaimers and limitations under Paragraphs 5 and 6.4,and the terms (""BRM", Pittsburgh, PA), or its successor software escrow company,
in Paragraphs 3.5,7.1,7.2,7.3,7.4 and 7'.6 shall remain in effect. so long as(i)Customer continuously renews this Agreement and pays
6�.,7. The terms of the Agreement shall renew automati ca 11 y- in
I in full any associated fees for this Agreement; and (ii) is not in,
such cases, only the prior terrn's Exhibit A will be superseded by a material breach of this Agreenient or other written contract between
revised Exhibit A for the renewal ten-n, unless otherwise agreed to by ChemWare and Customer. The escrow agreement ChernWare has
the parties., with BRM entitles Customer, with the exceptions described above
PARAGRAPH7 and with the exception of any third party software not owned and
MISCELI-ANEOUS controlled directly by ChemWare, to receive the source code in the
7.1. Unless witten approval is granted by the other party., each event (iii) ChemWare no longer supports the software; (iv)
party agrees, to refrain frorn soliciting or hiring or contracti,ng or ChernWare has rnade an assignment for the benefit of creditors;or(v)
attem, ' hire or contract tile other's employees or subcon tractors ChemWare institutes or becon,ies sub�ject to a liquidation or
pting to bankruptcy of any kind. In the event thiat Customer does access the
who have been involved with the provision of services under this Source code ftorn, e�scro!w, the source code may, only be used as set
Agreement for a period of one (])� year from termination of such Forth in the Software License Agreement and the Software
employee's provision of services undier this Agreement. Maintenance Agreement, and for no other purpose and to no greater
7.2. Each party acknowledges that it has read this Agreement, extent. Release of source code from escrow shall not terminate this
understands 47 and agrees to be bound by its terrns. The parties Agreement nor cause waiver of any of CllcmWare's or ChemWare"s
further agree that this Agreement, including its Exhibits, is the successor's rights described by this Agreement.
complete and'exclusive staternent of the agreement of the pal-ties with
respect to the subject nriatter hereof and that it supersedes and merges
all prior pr�oposals, understandings, and agreements, whether oral or
wr,ittlen, between the parties with respect to the subject matter hereof
]-'his Agreement rnay not be modified, except by a written instrument
duly executed by the parties here�to. Any tertn or condition, oil a
CheniWare Attactunent-13-Mainteriance:Suppon Agreement-4 22 13-rev,doc Page.3 of 5 Rev,05,116/13
ATTACHMENT B—SOFTWARE MAINTENANCE AcREEMENT
reproduced or recreated by ChernWare under sinlilar conditions all(] receipts for all billable expenses incurred. CHEMWARE SHALL N07'
in a commercially reasonable manlier. CHARGE CUSTOMER FOR TIME SPENT TRAVELING TO AND FROM
e. If the Error affects the use of the Materials in a production CUSVOMER'S SIJ-E.Travel expenses shall not exceed$13,5�00.00 oil an
I
environment, ChemWare shall provide Error Correction through a annual, basis.
.�service pack" or "patch,""' which may be downloaded from 3.4. Payment Terms. Payments are due to ChernWare within
ChemWare's web site,, and ChcmWare shall include the Error thirty(30)days fi-orn receipt of invoice. If payment is not made within
Correction in all subsequent Updates of the Materials. thirty (30) days, Customer agrees to pay interest on all unpaid
2.3.Other Services.Any services not specified in Paragraph 2.2 amounts at the rate of the lesser of one percent(1,%)per month or the
above will be considered"'Other Services." highest rate allowed under applicable law.
a. Other Services shall include, but not be limited to, (i) 3.5. Late Payment and Nonpayment. If Customer falls to pay
correction of C'ustomer Errors; (ii) services provided outside of any invoices issued when due, CliemWare reserves the right to
Normal Working Hours'; (iii)assistance with installation of Updates if withhold any and all services to the Customer,and no refund shall be
it is, more practical,, in ChemWare's sole opinion, to provide the due if services are so suspended. If ChernWarc does suspend services,
service at Customer's site;(iv)training; (v)systern configuration,; (vi) Custorner may have the services reinstated only upon payment of all
custom prograrm-ning,-, (vii)method:s customization;(viii)data imports, overdue invoices including interest. ChemWare also reserves the right
or conversion (such as, client and sample results data migration),; (ix) to seek any other remedies available to collect delinquent payments
control table enhancements; (x) custom interface development; (xi) from Customer. Withholding of services by ChemWare for
report custornization or development; (xii) consulting or project nonpayment does not release Custorner of any obligations to
management services,; or (xiii) network, database management or CbeniWare, including without linlitation tile obligation to pay the
recovery,, operating systern, hardware or other IT service not remaining amounts due for the term of this Agreement.,
specifically identified in Paragraph 2.2 as a Covered Service. PARAGRAPH 4
b. Other Services may be provided bly ChemWare, at its sole PROPRIETARY RIGHTS
discretion, subject to staff availability and, pursuant to the additional 4.1. Ally Updates or Error Corrections received by Customer
payments and terms specified in Paragraph 3, Exhibit A and (if shall also becorne part of the Materials arid shall be governed by tile
applicable) a separate Technical Services Agreement by and between terms and conditions of this Agreement and the License Agreement.
the parties, 4.2. The Materials are and shall remain the solle property of
c. If Custorner notifies ChemWare of an Error, and after ChemWare and its licensors, regardless of whether Customer, its
investigation by ChemWare it is deterillined that the problem, is tile employees, or contractors shall have contributed to the conception of
result of Custorner Error, ChemWare reserves the right to bill such work,jo�ined in the effort of its development,or paid ChemWare
Custorner as an Other Service for all time and expenses accrued in f*or the use of the work product. Customer shall take any further'
making,this determination. action and, execute and deliver any further instrument, including
PARAGRAP,H 3 documents of assignment or acknowledgment, that ChemWare may
FEES AND CHARGES reasonably request in order to establish and perfect ChernWare's
3.1. Maintenance Fees. Fees for the term of this Agreement exclusive ownership rights in such works. (.7ustomer shall not assert
shall be as set forth, in Exhibit A all(] shall be due and payable upon any right, title,or interest in such works,except for the non-exclusive
execution of this Agreement. Thereafter, Customer may renew this right of use granted to Customer at the time of its delivery,or on-site
Agreement fo�r consecutive one year terms upon payment of the development.
annual maintenance fee- provided ho�wever, ChernWare hereby
PARAGRAPii 5
reserves tile right to adjust annual maintenance fees and make other LfMITED WARRANTIES AND DISCLAIMER OF LIAWLITY
modifications to this agreement so long as ChemWare niotifies, 5.1. Except as, set forth in this Agreement, ChenlWare expressly
Customer of such adjustment no later than sixty(60)(lays prior to the disclainis any and all warranties concerning tile Materials or tile
renewal of this Agreement. A renewal notice arid quotation shall be services to be rendered hereunder,, whether expressed or implied,
sent to Customer at least sixty(60)days before tile beginning of each including (without, limitation) any warranty of merchantability or
renewal term, followed by an invoice no later than thirty (30) days fitness for a particular purpose.
befor�e the beginning of each renewal term. Following the first year of 51.2. Neither party shall be liable for any consequential or special
maintenance, the rate used to calculate maintenance fees for the damages arising from breach of warranty, breach of contract,
second ("Year 2"), third ("'Year 3"), and fourth ("Year 4"") renewal negligence or any other legal theory, whether in, tort or contract.,even
periods shall rernain fixed; thereafter, the fees shall not increase by if the other party has been, advised of the l,i,kelihood, of such damages
more than, one basis point(e.g.,, from 18% to 19%,) from one year to occurring, including without limitation, damages fi-orn interruption of
the next, provided that any such rate increase shall not exceed an business,, loss of profits or business opportunities,, loss of use of
average of five percent (5%) per year since the last year in which all, software, loss of data, cost of recreating lost data, cost of any
adjustment was made, Full payment shall be due on or before the first substitute software,or losses caused by delay.
day of the renewal support period. 5.3. Neither party shall be liable for any failure or delay it)
3.2. Emergency Support.This Agreement doesnot include 24- performance of any obligation under this Agreement if such failure or
hour/365 (lays "'on-call"' support. Any services provided outside of
Normal Business Hours w�ill be considered "Emergency Support."' delay is caused by circumstances not directly or substantially under
This AgTeement may be arnended by tile Parties to include tile the control of the other party, including without limitation, f ilures,
Emergency Support Option, which must be established in advance' resulting fi-om acts of God, acts, of public authorities, fires or, other
based on applicable terms and rates described in the Technical natural disasters,delays of suppliers or carriers.
Services Agreement and published on ChemWare's Web site at 5.4.ChenlWarc shall not be liable for recovery of the database or
www.chemware.com. lost data due to Customer Errorl disk corruption or other factors
outside of ChemWare's control.
3.3.Travel Expenses. Customer shall reimburse ChemWare for including but not limited to acts of
God, netioln,
reasonable travel expenses (e.g., transpottation, lodging, arid meals), , power surges or other electrical malfu i I neglect or
courier fees,,and long distance telephone or niodem expenses incurred inadequate maintenance of the Software, or problelTis caused by or
by Chern'Ware in rendering services to Customer more than twenty related to the operating system., network or system hardware, which
five (25) miles from ChernWare's principal: office. ChemWarc shall problems shall also be considered Other Services.
provide documentation with the invoi�ce in the tbrm of copies of' 5.5. Except f r damages, for'personal injury, including death, or
damage to tangible property,, caused by ChernWare, CheniWare's
ChernWare Attachment,B...Mainlenance Suppoil Agreernent-4 22 13—rev.doc Page 2 ot'5 Rev.05/16Y 13
....................
ATTACHMENT JBD—SOFTWARE MAINTENANCE AGREEMENT
HORIZ01NO LABORATORY INFORMATION with hardware,software or other components or systems not provided
MANAGEMENT SYSTEM by ChemWare; (ii) use with Unsupported Itenis; (iii) negligence of
This Standard Software Maintenance Agreement(`-Agreement") Customer or other non-ChernWare personnel; or(iv)modification of
is made and entered into as of the date of the last signature below, the Materials by Customer,, including without limitation changes
between ChemWare Inc�., a North Carolina corporation made by.Customer to the control tables and computation routines.in a
I With its principal office at 900 Ridgefield Drive, manner inconsistent with the Documentation or ChernWare-provided
("ChernWare") training. Customer Error shall also mean an error resulting from
Suite 150, Raleigh, North Carolina, 27609, and City of Fort Worth, Custorner's use of the Materials, (v) in a rilanner that is not within
Texas ("Customer"), wilh its principal office at 1000 Throckmorton ordinary use of tile Materials as described in the Documentation; or
Street,Fort Worth,Texas 76 102. (vi) in a computing environment not certified or recornmended by
0
WITNESSETHO ChemWare for use with the Materials.
WHEREAS, ChemWare and Customer entered into a Software 1.11., "Error" means any error in the Documentation or failure
License Agreement dated 1/11/2010("Llicense Agreement"')-and
of the, Softwarel as delivered (and, if applicable, installedi) by
WHEREAS,Customer desires to obtain ftom ChemWare certain ChernWare, that materially affects the user's ability to use the
software maintenance services with respect to the License Agreement; Software in accordance with the Documentation, to the extent the
NOW 7 1 FHEREFORE. in consideration of the mutual covenants error or failure is not the result of Customer Error.
and conditions set out in this Agreement,the parties agree as follows: 1.12. "Normal Working Hours"means the hours between 8:,00
PARAGRAPH I A.M. and 6:00 P.M. Eastern time,Monday through Friday,excluding
DEFINITIONS regularly scheduled ChemWare holidays.
10,16 "'Software" means the executable code of the HORIZON 1.13 "System Administrator" means any employee or
Laboratory Information Management System Software, together with representative of Customer who has successfully completed all
the executable code for the modules, add-ins, options, special ChernWare-recommeded training on implementation and use of the
functions,and other ChernWare products incl�uded in the terms of the Materials.
License Agreement. PARAGRAPH 2
1.2. "Database" means the single central Oracle(k database OBLIGATIONS AND SERVICES
including tables for housing Laboratory Infortnation Management 2.1.Customer Obligations.
System (LIMS) data established by the Software, together with any a. Customer shall. be responsible for procuring, installing, and
other Oracle software products included in the terms of the License maintaining all equipment, telephone lines, communications
Agreeinent. i,riterfkes, operating systems and other hardware and so�ftware
1.3. "Documentation" means all information provided by necessary to operate the Materials in confon-nance with the
ChernWare which deseribes the installatio�n, operation arid use of the Documentation.
Software,in printed or electronic format. b.Customer shall be responsible for installing arid iniplernenting
1.4. "'Materials" ineans the Software, Documentation and the Materials, unless such services tire provided by Ch!lemWare
Database. pUrSUarit to a separate agreement.
1.5�. "Oracle" means the Oracle Corporation, located at 500 c. Customer shall designate up to three (3) System
Oracle Parkway,Redwood Shores,California 94065. Administrators for all software support and maintenance
1.6. "Parser" means an executable program, routine, or other coin muni cation with ChemWare's designated Technical Support and
code or method developed by ChernWare to reformat data and Project Management po,i nts-of-co�n tact.
generate an output file. d. Prior to contacting ChernWare for assistance, the Systern
1.7. "Error Correction" rneans (i) a software modification or Administrator shall review the Documentation and attempt to
addition that, when made or added to the Materials, establishes diagnose and resolve Customer's issues relating to the Materials.
material conformity of the Materials to the Documentation; (ii) a e. The Systern Administrator shall provide ongoing and timely
procedure or routine that, when observed in the regular operation of feedback to ChernWare in support of all' troubleshooting and
the Materials, eliminates or bypasses the practical adverse effect on resolution activities relating to the Materials. In some cases, this
Customer of such nonconformity; or (iii) an update to the feedback may require the Customer Technical Representative to
Documentation to reflect the intended description of tile proper use of supply a reproducible test case,database exp�ort,documentation(such
the Materials. as screen captures), or remote or on-site access to Customer's
1.8."Updates"means any additional or supplemental releases of software and hardware.
the Materials made generally available under this, Agreement, and 2.2. Covered Services. During Non-nal Working Hours and
which may include Error Corrections or enhancements, to the throughout the term of this Agreement:
Materials. The Updates do not include fundamental changes to the a. ChernWare shall provide to the Customer Technical
graphical user interface technology, supported database or operating Representatives telephone and e-mail support related to (i) Error
systern platform, or any additional hardware or software necessary to notification arid' resolution, (ii), questions on functional and
support such changes. operational issues related' to the Materials; (iii) configuration of the
1.91."Unsupported Items"shall include but not be limited to the control tables and results computations; and (iv) installation of new
following, whether or not provided by Chem"Ware- (i) scripts-, (ii) Updates.
Materials or other software beyond the warranty period- (Iii)exa,mplle
software (e.g., off-the-sheif reports, calculations, triggers or b�. ChemWare shall adequately staff a call support center with
interfaces) to assist users in extending the Software's functionality.. trained, full-time employees capable of rendering the Covered
(iv) P,ars,ers for versions of instruments or data sources other than Servic I es in accordance with the response time objectives,described in
Exhibit A to this Agreement.
those for which the Parsers were originally developed; (v) Updates c.ChernWare shall maintain a technical support,request database
o,th�er than the most recent Update of the Materials, provided that for tracking the disposition of all technical support requests,,,software
ChernWare shall continue to support prior Updates for a period of change requests, and related communications and diagnostic
sixty (60) days ftorn the date of the most recent Update; and (vi) information.
hardware. d.ChernWare shall be responsible for Error Correction,provided
1.10. "Customer Error"' means an error in the functioning of' that (i) CbernWare is given written notice of the Error by the
the Materials which results from(i)del"ects, roblems,-failures,or use
p Customer during the terrn of this Agreement;and(ii)l the Error can be
ChemW'are Atlachment-B-Mainienance Support Agreement 4 22 13 revAoc Page I of 5 Rev.05/16/13
ATTACHMENT A—SOFTWARE LICENSE AGREEMENT
EXHIBIT A
TO SOFTWARE'LiCE,NSE AGREEMENT
A# LiCENSED MATERIALS:
The Materials included in this License are iternized in the Licensed Units,and quantities described below:
Laboratory Information Man,agement.Sy,stem(AIMS)
ioioc -HORIZON Central-One Core LIMS.,Database Licenses 45 Named Users
Scientific Data Management
t�Sst�m' S)
F6_
1 lot HORIZON Data Man ement-Vis ions`R) Data Capt!ure[M4n i Named Users
'7
EH- 1 1
ORIZON Data Management-Web Vision CR) Thin Client for H 2 Servers
Enterprise Reporting and Business Intel f!"g-ence
HO- l rocessor
106 HORIZQNRRe cart,_Manag.Er-Actuate,Ok Web Report Portal,Dicy'roolis 2 Named Users
Ho-
107 Actuateg e.Sprea,dsheet D'MR Spreadsheet I Named User
H0_
1,08 HORIZOIN Statistical Analysis-NWA Quality Analystt Control Charts/Anal sis Tool 2 Workstation
H0-
12 Sire le Barcode!Soft wareg, Scanned Document Capture l Server
Data Capture and Integration
Database and Tools
OR- Processor-Basel(Unfirn Users) 2 Processors
305 Oracle9ii(k)Database,ESL Standard Edition Named User License 10 Named Users
OR-
303 Oracle Forms Services(Includes Oracle l arts) Web-Based LIMS�,Deployment 45 Narned era
CON ClSoi awat...,A....... All"ft""hiflt"Ifit-A--I '5A"w-,Page 5 of 5
Rev,51612013
...........
CHEMWARE
qu�ota,tion
HORIZON @ LABORATORY INFORMATION MANAGEMENT SYSTEMS #20080-13
March 4,,2013
'III WIN
1111 QJ
MMMEME=1 mum=
Customer'. City of Ft.Worth Water Department Acct Mgr, M'arya Metivier
Contact: Rick Brents Phone: 19. 55.8716 x27'0
Address: 101010 Throckmorton Street Email.-
o
City,SIT Zip: Ft.Worth,TIC 76102 Project Mgr.
Phone: 817.392.8453 Phone:
Email: Email: Domestic USD
11........
0 WA-703 HIOIRIZOIN Software Maintenance Renewal Help Desk/Updates 4 ears 18% 160,629
—_ _ 6 1111111�111,11���II 111111...............
Help DIesk/Updates
[1 0 OIL WA-704 Oracle Software Maintenance Renewal 4 ears 22% 19,908
joill I..I....I...I....I...I....I...I....I...I....I...
lei
_x rl WA Warranty and Support each 170 J53
...........- 't I,.;
.......-........
5/1/2013-413012014=$40,239($38,676-HORIZON',$1,563-Oracle)
'511/20114-4/30120115=$431,4331($40,651-HORIZON,$12,782-Oracle)
511/2015-4/30/2016=$43,433($40,6511-HORIZON,$2,782-Oracle)
51112016-4/3012017=$43,433($40,651-HORIZON,$2,782-Oracle)
2 Amounts are based on the attached calCUlations.Additional license purchases made
during this term would increase total amounts for the period.
I......... .... ..........
Terrns,and Conditions:This quotation is valid!for 901 days.Sales taxes,if applicable,will be computed and billed separately.
Payment terms are Net 30 Da u
ys and sbject to 1.5%per month late payment fee.
Accepted by,
Signed- Title:
Name: Rick Brenits Date:
—......—I................................—.............................--................................... ..........
CHWWWARE1,
quotation,
� � *201301010-CC
mr9mmmmmmemmmm
Customer, City of Fort Worth Acct Mgr Chris Couch
Contact. Stacy Walters Phone: 91 9.896.7740
Address, 2600 SE Loop 3201 mail- c col Lt h w chi e rn 1 etmmm
City,ST Zip: Fort Worth,TIC 76140 Project Mgr, Kevin Carter
Phone: (817)392-5902 Phone: 91191.855.8716 x223
Email, stagy nrn alter fo orth ,or 'mail: Kcaaer@,chemware.com Domestic USD
n.. wnw��
.
J
0 0 HC-001 HORIZON Central LI!M8 License 10 named users No Charge
0 0 HO-1a1 HORIZON Data Managernent-Vision0 Print Data Capture/Management 2 named users 3,868
— ,au was Wx Ww yr.... nrvvnWr w....... `��w w�nr�arn
0 0 HC-105 HORIZON Data Management-Web lision Web Appiication Server for-HDM 1 server 4 967
a�wwrmn,rxa,vWaw�wW r
w rarW»rrm�wrrrwwwwrw vvW�vw��r��� �����������������nwr w�w wwv��wvv�ror��arrv�WVaa au,rr�r �...W�nv
��,w.� �ronw.n w��n ,r,�a rww,rrro r WaaaWrw �,w�� ..
subtotal SDMS software,, 8,535
ill lia
0 0 HO-106 HORIZON Report Manager-A t�uate Web Report Portal,Dev Tools � Warned users' 1,135
rw� wrr�r n
n, w ow �rrrrr arrr
Wvr�na wnvv�m Coawrn�stvwrw o r,�f�arsr�,r nal s�aus T�xy o,l0 0 1-10_108 HORIZON Statistical Anal sis- WA Quality Analyst rr a rron,a»� ,� r rW rww mrxwor,M workstation nw �xv��n�nww 1�w,.3n
04
rn wr
subtotal BI software $ 2,439
MENEM
[El' 0 CSR-304 Oracle Database,ESL Standard Edition Named User License rxxa w �wr�ww,�ax x a�nrrr �rnro wn000no n rc....rtn named users 2,.........
394
W �
El OR-30i3 Oraclie Forms Services Web-Based LIMS Deployment named 3,148... n,, .. .w
subtotal database software,
IM-404 Software Installation Services,Remote Assistance b Phone/Email/Web
eb 8 hours 149 1,192
r��'' �������� vrrw�rrrrrr��WV� �rr�WOWWOrrwrwWW�w -o�aaav�r ��o� nr rrrr���v�o�nr,����wowu rwwrr, �wwnrwn�nvwrw���
subtolW ro°ect rnaana ement!9,,d implementation'$ 1,192
I 0 l C HOiR1ZONI Iww�1MS 10 named use7�0t, No Charge
o�
C Advanced'Enterprise Solutions various 10,974
r���n n annr�t r����_ r r r rwrrnrrrrrrrrwWW rrr � �0 13 CR Database and Tools vanous IXI 0 IM Project Managlernent and'Implementation hours ,w 1,192aWwquota,lcr 17a 8
Footnotes:
;� W.xr._f"e"_r o"-Ch" "r,l o,"�W�w_ .a n x�wwaw, a n xwr vvc m,'en" � wxwl'w, rrxnnn� ��'lo'�w 1n,w- a .w
x �w~mw �WM�nnow �n�n� ,�,�n���a� ��n�w� W������x �a�.���w��n�,
Terms an d Cr rwdrtuor s'._-"l',
;Refer to Cherry arcs proposal andlor attaclurnents ter details,Unless specified otherwise in Cherr�Ware's proposal or purchase agreementwn w n
' ,(1)this is a not-
to-exceed quotation vapid for 30 days;(2)salesfulse taxes,3&rM(if applicable)and travel expenses will be computed/bulled separately unless itemized above;(3)payment terms all
Net aft and subject to 1 5°16 per month We payment fee,( )rates and subtotal's above may be rounders;totals are accurate;(5)volume discounts are based)on license size;some
discounted and bundled prices are dependent on other'items/quantities in thus order;.(6)customer agrees to tape deliverer on all items in this order no Pater than 12 months from P .,
unless specified othenNise in exhibit 8 of the Software License Agreement,
i
Accepted by:
Signed: Title: r
Name: Stacy' afters Date:
EXHIBIT C-1,
TO, ATTACHMENT C-CHEMW'ARE STATEMENT OF WORK
ATTACHMENT C
STATEMENT OF WORK
Chemware shall provide implementation and installation services necessary to upgrade Custorner's LIMS,
system in accordance with this Statement of Work (SOW) and the Quotation Sum;mary, w,hilch, is attached
hereto to this, SOW as Exhibit C-1. Chemware shall also provide maintenance and support services for
the LIMS system. The following tasks, below shall be completed by Chernware and approved by
Customer as evidenced by an authorized signatory for Customer on the Milestone Acceptance Form.
Customer and Chemware shall mutually agree, upon specific tasks to carry out the services contemplated
under this Agreement.
Test Environment - Thlis task will provide Cus,tomer's, LIMS laboratory (the (I lab") with LIMS test
environment separate from the production server. This will enable the lab to effectively test software
patches and' new software releases before introducing them to the pirod'uction environment.
Enhancements and Additional Reports - Traditionally the lab receives additional guidance from
regulatory agencies such as the Texas Commission on Environmental Quality (TCEQ) or the
Environmental Protection Agency (EPA that would require new reports. Upon Customer)s request,
Chernware will provide additional enhancements to the LIMS system that will generate new reports, as
necessary.
Customer Web Portal - The lab will engage Chemware to build a customer facing web portal' that will'
allow a, self-service feature for outside customers to obtain their lab, results. Typically customers receive
their reports via mail or fax. This enhancement will allow customer to log on to the Internet to retrieve
results:without the added expense of faxing or mailing results.,
Wireless Devices, for Field Collectors - The lab uses employees to collect water samples from various
areas throughout the City. These activities can be streamlined' by use of wireless devices and allow for
collection data to be sent directly to the lab. Ch,emwa,re will recommend appropriate wireless devices and
perform the necessary software code changes to work with the LIMS system.
Maintenance and Support Services — Maintenance and support services shall be provided in
accordance with Attachment B hereto, Software Maintenance Agreement.
ATTACHMENT B SOFTWARE MAINTENANCE AGREEMENT
EXHIBIT A
TO SOFTWARE MAINTENANCE AGREEMENT
A. Rxim SC"EDULE FOR SERVICES-0
Normal Working Hours,at 4�, emWare Covered under this,� ern�nt.
Other Service I; requi,res Technical Services
Normal Working Hours,at Customer Slite kjLeernent.
11--l-..........
Emergency Hours, Support Staff'Contacted No additional charge if resolvable without
at Chem are overtime.
Emergency Hours, Requires On-Site Work, Requires Customer to estabilish in advance an
Overtime or Support Staff' Contacted Off- Emergency Support Option account.)
Site
11 I I rf l'i 1 �11 �� �l
B., RESPONsE TIME OBJECTIVES:
Acknowledgement Immediate Immediate 101 hours 10 hours 10 hours
..........
Response I hour 4 hours 10 hlou rs, 2 days, Other Slervice
0
Ti mporary Fix I hOUr 2,day�__,__ Not,,,,,,,,,A plicable t A, ther Se•visj
Next Upidat,e or Next Update or Next Update or
Software Update General Release Generl Release General Riellease Not A pp lic able Other Servi
a ce
2
11 production System useability llissue not affecting systeni conflig- As defined in
systern; Oracle crash; compromised; low data delivery; pro- uration and control Paragraph 2.1
critical sarnple or priority sarnples or duct ion or parallel table setup;database printer setup;
data processing data processing testing questions, information; general networking and
halted. impacted, form implerrientation implenientation hardware issues;
failure or, data halted during questions; enhance- cult orn work not
Description/ 2
Examples processing error. paralliel testing; nient request. under warranty.
bug with reason- l
able wilorkaround,
or non-critical
)cat re with no,
w1orkaround;
custorn work
under warralitly.
C. STANDARD SOFTWARE MAINTENANCE FEES:
Sofiware maintenance fee for the Software and Documentation for periold 511/211° ,.--4/30/2014,, at$38,676.00.
Sloftware maintenance fee for the Database for period 5/1/2013–4/30/20 1 ,at$1 1516131.00.
Each Renewal Period: 'The inainten-ance fees fbr each annual renewal periloid frorn 5/l/2014 -- 4/310/2017 shall he $43,433.010 for currently
owned licenses. Maintenance on all additional licenses purchased (luring the tenn will be assessed at l 8% for the Software and Documentation
and 22%for the Database.
A renewal notice and quotation for fees to renew this Agreement shall be provided to Custorner no later than sixty 0), days prior to the
expiration of the then-CUrrent teen. An invoice for renewal fees sliall be provide(] to Customer no,later than thirty(30)days prior to expiration,
and shall be payable on the data the new agreement commences. Unless otherwise afire d to by the parties, the ten-ns of the Agreement shall
renew automatically; in such cases,only the prior term's Exhibit A will be superseded by a revised Exhibi.t A for the renewal tenit
T-sce—Pa"-,r,a—g,r-a,p,li-2.3 and 1_`i(.v_hni c_a1Se_____
rvices Ageemerit fbi,applicable tenlis and rates.
2 See www',chietil war ecom for applicable terins and rates,
ChunWare Al'tiichnit,ii,t--,B-Ma�iletiancie Supporl Agreeme,111-4 22 13-revAoc Page 5 of5 Rev,05/16 13
APPROVED AS T 'ORM AND EG LI M
As,sistan�t Ci'ty Attornl'6y
C: none reg,uired
Vendor Network Access Agreement 3
hemwar , Inc. Rev. 1.0/15/201.
M&C Review Page I oft
T e X a s
("Wida! of tic "iLy("A "or �vort[)'
Fo R T WO RT H
Cjwru
U .........
LONCIL A'"EKLEDA 91r
COUNCIL,ACTION: Approved on 5/14/2013
DATE: 5/14/201,3 REFERENCE, NIO.-, **C-26255 LOG NAMIE: 60C HEMWAR
UPGRADE
PUBLIC
CODE: C TYPE.- CONSENT HEARING.- NO
SUBJECT: Authorize Execution of a Sole Source Services Agreement with ChemWare Inc., to
Upgrade the Laboratory Instrument Management System,, Provide Software
Implementation Services, and Provide Software Maintenance and Support Services for
the Water Department in the Amount of$68,435.00 Per Year (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a sole source services Agreement
i
with ChemWare Inc., to upgrade the Laboratory Instrument Management System,, provide software
implementation, services, and provide software maintenance and support services for the Water
Department in the amount of$68,435.00 per year.
DISCUSSION:
On March 9,1 2010,, (M&C C-24124) the City Council authorized the procurement, licensing,,
implementation and support of software for the Laboratory Information System (L,IMS) for use by the
Water Laboratory. The purpose of this Mayor and Council Communication (M&C) is to, authorize the
upgrade for L,IMS,,, renewal of support ands maintenance, provide additional onsit'e support of the
system and to provide additional software licenses for the LIDS test system. The LIMS system is
critical to the lab for compliance with environmental quality regulations, maintaining accreditation and
continued support of the Water utility. This services Agreement will allow the vendor to upgrade the
current LIMS system software, install an LIMS test environment that provides the ability to test
updates before applying them to the production system, build a new web portal andl provide other
needed system enhancements.
ChemWare is -the sole supplier and authorized service company for the software for LIDS, including
data management and instrument interfacing products, Additional so are, services and support
relating to LIMS products are not available from any other supplier source.
ADMINSTRATIVE AMENDMENT —An increase or administrative amendment for this Agreement
may be made by the City Manager, or his designee, for the amount up to $501,000.010 and does not
require specific City Council approval so long as sufficient funds have been appropriated.
M/WBE OFFICE-, A waiver of the goal for MBE/S subcontracting requirements was req,uested by
the Department and approved, by the M Office,, in accordance with the M/'WBE or BDE
Ordinance, because the MIWBE Waiver is solicited based on the sole source information provided to
the l Office by the managing department's project manager.
TERM —This Agreement shall be effective on May 1, 2013 and explire on April 30, 2014.
RENEWAL OPTIONS - This Agreement may be renewed for three additional: consecutive one-year
terms, at the City"s option, in accordance with the terms contract. 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 terml.
http://apps.cfwnet.c g/council—Packet/mc—rev iew.asp?ID=l 8407&COLincildate=511-4/2013 5/23/2013
M&C Review Page 2 oft
FISCAL INF MATT NXERTIFICATI :
The Finiancial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, for the Water and Sewer Operating Fund.
TO Fund/Account/Centers FROM Fund/AccounVCen ers
PE45 531200 0603001 $121500.00
PE45 531200 0703001 $12,500.001
PE45 539120 0604012 $21,,717,50
PE45 539120 070401,2 $21_.,717-50
Submifted for Cily Manager's Offic Fernando Costa 22
Originatiin,c a artr en Head: S. Frank Crumb (8201?)
Additional Informatio n Contact: Rick gents (8453)
ATTACHMENT'S
: ' s.c `w g c ► n acket mc-r view.asp?NID=18407&c u c date:5 4/2013 5/23/20, 3