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HomeMy WebLinkAboutContract 39672Contract Number 3��-1 v MASTER SOFTWARE LICENSE AGREEMENT i2 SOFTWARE PRODUCTS This Master Software License Agreement (the "Agreement"), by and between i2, Inc., a Delaware corporation with its principal offices located at 1430 Spring Hill Road, Suite 600, McLean, Virginia 22102 ("i2") and City of Forth Worth Texas with its principal offices located at 1000 Throckmorton, Fort Worth, TX 76102_ ("Licensee"), commences on the date first written below ("Effective Date"), i2 and Licensee hereby agree as follows: 1. DEFINITIONS Terms used in this Agreement are defined within this Agreement or in the ADDendix attached hereto and made a part hereof. 2. GRANT OF LICENSE 2.1 Scooe of License. Subject to the terms and conditions of this Agreement, i2 hereby grants Licensee a nonexclusive, nontransferable perpetual "License" to use the "Products" solely for Licensee's and/or Licensee's "Affiliates"' non-commercial business use, which use shall include use by their "Authorized Users." For each Product subject to this Agreement, the use of the "Software" by Authorized Users is contingent upon the number of "User Licenses" for which Licensee has paid the "License Fee" for the initial purchase of User Licenses plus any subsequent purchases of additional User Licenses. At no time may the number of Authorized Users concurrently using the Software exceed the number of User Licenses granted to Licensee for the Software. In the event Licensee permits an Affiliate to purchase additional User Licenses for the Software under this Agreement, such Affiliate will be subject to all of the terms and conditions pursuant to this Agreement, and the term "Licensee" will extend to the Affiliate for such additional User Licenses. i2 reserves all rights in the Software not expressly granted pursuant to this Agreement. 2.2 Limited CODvina Right. Licensee may make a reasonable number of copies of the Software and/or "Documentation" solely for backup, archival, or disaster recovery purposes. Any copy that Licensee makes of the Software and/or Documentation, in whole or in part, remains the property of Q. 2.3 Restrictions. Licensee is prohibited from (i) modifying the Products, (ii) distributing, sublicensing, or otherwise transferring the Products directly to or through third parties (except as otherwise expressly provided in this Agreement), and (iii) using (or causing to be used) the Software for rental, or as a part of a commercial time-sharing or service bureau operation. 2.4 Obligations of Licensee to ComDIV with License. Licensee agrees (i) to limit access to the Products to Authorized Users and (ii) to prohibit access to the Products to any third party that is not an Authorized User, without the prior written consent of i2. Licensee agrees to use, and to use its best efforts to ensure that the Authorized Users use the Products only as specifically authorized in this Agreement and for no other purpose. Licensee shall be responsible for any failure of any of its Authorized Users to comply with the terms and conditions of this Agreement. 2.5 United States Government Use. The Software is a "commercial item" as defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation." Notwithstanding anything to the contrary in this Agreement, the U.S. Government sometimes makes certain minimum rights of use, reproduction, and disclosure a condition of its purchase or acquisition of commercial software. Accordingly: (i) If Licensee is a U.S. defense agency, this Agreement constitutes the entire agreement between the parties, in accordance with the policy stated at Defense Federal Acquisition Regulation Supplement (DFARS) f 48 CFR) 227.7202- 1. (ii) If Licensee is a U.S. nondefense agency, this Agreement shall be incorporated by reference in, and included as an attachment to, the government contract or purchase order, and the clause entitled Commercial Computer Software -- Restricted Rights, Federal Acquisition Regulation (FAR) f48 C.F.R.] 52.227-19 shall apply. The Software and Documentation are provided with the Restricted Rights identified in FAR 52.227-14 and the rights granted in this Section 2, subject to the terms and conditions of this Agreement. In the event of any conflict between the Restricted Rights identified in (c) (2) and a provision of this Agreement, the former shall govem. 2.6 Third Partv Software. Licensee understands that portions of the Products may include third party software, which may be subject to a separate license agreement. if applicable, i2 will provide Licensee an oppominity to review such separate license agreement. Page I of I I OFFI� iAL RECORD M ti'i S W L(13 (Mv2 I i CITY S,ECq FT. WORTH, TX Contract Number 3. PAYMENTS 3.1 License Fee- Licensee shall pay i2 a "License Fee" in consideration for each User License granted for the Products. 3.2 Annual Support Fee. Licensee will pay i2's then -current "Annual Support Fee," concurrently with the License Fee, for each User License for the Product in consideration for receiving the "Support Services" during the "First Year" of the Product. After the First Year Licensee will continue to receive the Support Services in consideration for payment, in advance of each "Annual Support Period," of the then -current Annual Support Fee for each User License in effect during such Annual Support Period. 3.3 Shipping Costs. Unless otherwise specified at the time of order, i2 will prepay and ship all Products within the continental United States by common carrier, F.O.B. destination; i2 will bill additional charges to Licensee. 3.4 Invoices. i2 will invoice all fees to Licensee and Licensee must pay such invoices no later than thirty (30) days from the date of the invoice. Any payments not made when due will be subject to an interest charge of one percent (1 %) per month, or the maximum rate allowed by applicable law, whichever is less. 3.5 Taxes. Licensee shall not be responsible for payment of taxes under this agreement. 3.6. Other Feel. The License Fee and the Annual Support Fee are exclusive of charges for all services that are not Support Services. Licensee shall pay i2 on a time and materials basis at i2's then -current rates for services performed at Licensee's request that are not Support Services, including but not limited to, training, consulting, and services required to correct errors or problems caused by Licensee, Licensee's Authorized Users, Licensee's hardware, or to perform additional new configuration changes requested by Licensee. Licensee shall pay any such amount no later than thirty (30) days from the date of the invoice. If Licensee loses or damages a copy of the Products, i2 will provide Licensee with a replacement copy for payment of a replacement fee in accordance with the then -current i2 policy. 4. WARRANTIES 4.1 Product Warranty. i2 warrants that for the "Warranty Period," the Software, under normal use and service, will perform all of the material functions described in the Documentation for the Product. If within such Warranty Period any Software fails to perform the material functions described in the Documentation, Licensee may return the Product for replacement without charge. Replacement, or, at i2's sole option, refund of the License Fee actually paid by Licensee, is Licensee's sole remedy with respect to such a failure. i2 warrants that during the Warranty Period, the "Media" and the Documentation shall be free from defects in materials and workmanship. If any such defect or deviation appears during the Warranty Period, Licensee may return the Media or Documentation to i2 for replacement without charge. The warranties set forth in this Section 4.1 do not cover defects arising from modifications or misuse of the Software, Media, or Documentation after receipt by Licensee. i2 will not beobligated to remedy any Software defect caused by Licensee's modification or misuse of the Software or any nonreproducible reported error. The Support Services for the Software are set forth in Schedule 1, and subject to the Annual Support Fee set forth in Section 3. 4.2 Services Warranty. i2 warrants that it will provide the Support Services in a good and workmanlike manner in accordance with industry standards as reasonably applied. 4.3 Representation by i2. i2 represents that it has all rights necessary to grant the License for the Products as set forth in this Agreement. 4.4 Database Systems. Licensee acknowledges that the "Database Systems" (i) are licensed under separate licenses between Licensee and Licensee's Database Systems providers, (ii) are Licensee's responsibility, and (iii) i2 shall have no obligation to support the Database Systems. Page 2 of 1 1 'AS I SWL0304v2I Q Confidential Contract Number 4.5 DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRODUCTS, THE SUPPORT SERVICES, AND TECHNICAL ASSISTANCE ARE LICENSED AND PROVIDED "AS IS" WITHOUT ANY WARRANTY AS TO THEIR PERFORMANCE, ACCURACY, OR AS TO ANY RESULTS GENERATED THROUGH THEIR USE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEM INTEGRATION, DATA ACCURACY, OR NONINFRINGEMENT. i2 DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR -FREE, OR THAT ALL PROGRAMMING ERRORS WILL BE CORRECTED, NOR DOES i2 WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCTS WILL OPERATE IN THE COMBINATION WHICH MAY BE SELECTED FOR USE BY LICENSEE, INCLUDING USE BY LICENSEE WITH THE DATABASE SYSTEMS, OR WILL MEET LICENSEE'S REQUIREMENTS. 5. INDEMNIFICATION 5.1 Infringement. i2 agrees to indemnify and hold harmless Licensee from any and all loss, liability, and expense (including reasonable attorneys' fees and court costs) incurred by Licensee as a result of any claim, demand, or action against Licensee based on, related to, or arising out of any claim that the Products infringe any U.S. patent, U.S. copyright, or trade secret right of a third party. If such claim occurs, or in i2's judgment is likely to occur, Licensee agrees to allow i2, at i2's option and expense (i) to procure the right for Licensee to continue copying and using the Products, in accordance with this Agreement, or (ii) to replace or modify the Products in a functionally equivalent manner so that the Products become non -infringing. In the event that the above remedies are not reasonably available, i2 shall refund to Licensee an amount equal to the total License Fee paid by Licensee, and Licensee shall have the option to terminate this Agreement immediately. 5.1.1 i2 shall have no liability for any claim of infringement to the extent such a claim is based upon Licensee's use of (i) the Products, which diverges in any way from a current unaltered release of the Products available from i2 (if such infringement would have been avoided by the use of such current unaltered release), (ii) the Products in combination with programs or data not provided by i2, or (iii) any modification to the Products subsequent to receipt by Licensee. 5.2 INTENTIONALLY LEFT BLANK 5.3 Indemnification Procedures. The foregoing indemnities shall be contingent upon (i) the indemnified party giving prompt written notice to the other party of any claim, demand, or action for which indemnity is sought, and (ii) the indemnified party fully cooperating in the defense or settlement of any such claim, demand, or action at the expense of the indemnifying party. The indemnifying party shall obtain the prior written consent of the indemnified party to any settlement or proposal of settlement. 6. LIMITATIONS OF LIABILITY EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5. IN NO EVENT WILL EITHER PARTY OR ITS LICENSORS BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, DATA, BUSINESS, OR ANTICIPATED PROFITS) IN ANY WAY RELATED TO THIS AGREEMENT OR THE PRODUCTS, WHETIIER IN CONTRACT OR IN TORT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OR FOR A BREACH OF SECTIONS 2 OR 8. AND EXCEPT FOR ANY DAMAGES OR LOSS FOR PERSONAL INJURY, INCLUDING DEATH, OR DAMAGE TO TANGIBLE PROPERTY, DIRECTLY CAUSED BY LICENSOR, IN NO EVENT WILL EITHER PARTY'S TOTAL LIABILITY, WHETHER BASED ON BREACH OF CONTRACT AND FOR ALI. OTHER CLAIMS (INCLUDING TORT CLAIMS) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS, EXCEED TWICE THE TOTAL AMOUNT ACUTALLY PAID BY LICENSEE TO i2 FOR THE PRODUCTS AND SERVICES BASED ON THE AMOUNT PAID DURING THE PRECEEDING TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM FOR THE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS OF LIABILITY APPLY REGARDLESS OF WHF;THER ANY REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE. Page 3 of I 1 MSTSWL0304v2 I i2 Confidential Contract Number PROPRIETARY RIGHTS This Agreement is not a sale of the Products or any copy or part of the Products. Licensee acknowledges that it obtains no ownership rights, including without limitation "Intellectual Property Rights," in the Products, or any copies thereof, under the terms of this Agreement. All rights in the Products, and any copies thereof, including, but not limited to, "Marks," copyrights, patents, "Trade Secrets," and know-how, shall be and will remain the property of i2. Licensee is prohibited from altering, removing, or obliterating any Marks, copyright, or other proprietary rights notices on the Products, and agrees to reproduce any such notices on any copies made of the Products. Licensee shall not decompile, disassemble, reverse - assemble, analyze, or otherwise examine the Software for reverse engineering of the Software. Licensee may not deconstruct, reverse engineer, or otherwise attempt to bypass a "License Key." 8. CONFIDENTIALITY In connection with this Agreement, the parties may have access to "Confidential Information" owned or controlled by the other party. All such information acquired by either party under this Agreement shall be and remain the disclosing parry's exclusive property, and the receiving party shall exercise a standard of care with respect to the handling and protection of such Confidential Information consistent with its own policies concerning protection of its own Confidential Information of like importance, which require at least reasonable care. Each party shall obligate its Authorized Users (i) to keep any and all such information confidential, (ii) not to copy or disclose it to any third party without the disclosing party's prior written approval, (iii) to use such information only for the purposes of this Agreement, and (iv) to return all tangible copies of such Confidential Information to the disclosing party promptly upon request or upon termination of this Agreement. Nothing herein shall limit either parry's use or dissemination of information not actually derived from the other party or information, which has been or subsequently is made public by the disclosing party or with the disclosing party's consent. However, each party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or as required by applicable law, provided the receiving party has given reasonable notice to the other party to contest such order or requirement. These obligations shall survive for a period of five (5) years following termination of this Agreement. 9. TERM AND TERMINATION 9.1 Term. This Agreement shall commence on the Effective Date and shall continue for one year unless terminated as provided in this Section. This agreement may additionally be renewed for up to three additional one-year terms at the City's option. 9.2 Termination Events. Other Remedies. This Agreement and the License may be terminated at any time by mutual consent or by either party upon written notice of termination for default by the other party. A party shall be deemed to be in "Default" of this Agreement if (i) such party has breached or otherwise failed to observe a material obligation imposed upon such party by this Agreement, and such breach is irremediable or has continued un remedied for a period of at least thirty (30) days (or such additional cure period as the non -defaulting party may authorize) following the non - defaulting parry's written notice to such party that the breach or failure occurred, or (ii) a written notice has been provided to the defaulting parry for repeating the same default within the consecutive twelve (12) month period following the date such notice was first given in clause (i) above for such Default. Each party's right to termination shall be in addition to any legal and equitable remedies available to such party. 9.3 b1i ations uoon Termination. Upon termination of this Agreement for any reason (i) Licensee shall discontinue use of the Products and any portion thereof, and return the Products and any and all other Confidential Information of i2 in its possession to i2, or, at i2's option, destroy all the Products, including updates and upgrades thereto, and such other Confidential Information of i2, and all copies or partial copies thereof, and (ii) i2 shall return any and all Confidential Information of Licensee in its possession to Licensee, or, at Licensee's option, destroy the Confidential information of Licensee, and all copies or partial copies thereof. Termination of this Agreement does not free either party from any of its obligations under this Agreement that call for performance after the termination date. Page 4 of i l MSTSw1.0304v2 I i2 Confidential Contract Number 10. MISCELLANEOUS 10.1 Assignment. This Agreement, and any rights and obligations hereunder, shall not be assigned in whole or in part by either party without the prior written consent of the other party, and any attempted assignment without such consent shall be void and of no effect. Notwithstanding the. foregoing, Licensee may assign this Agreement to a party that purchases all or substantially all of Licensee's assets without i2's prior written consent. 10.2 Entire Agreement. In the event this Agreement conflicts with the terms of any other end user software license agreement that may be part of the packaging, online documentation, a shrink-wrap software license, or included as a click - through software license on the Media for the Products, including any non -disclosure agreement executed by the parties prior to the Effective Date, the terms of this Agreement will control and this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, except as provided in Section 2.56i). No amendment, modification, or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing by the parties. 10.3 Attornevs' Fees. In the event of any litigation between the parties arising under this Agreement, each party shall settle its own attorney's fees, costs and expenses. 10.4 Eznort of Products. Licensee agrees that it will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Products, or any technical information about the Products, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States Government approval, unless the appropriate export license or approval has been obtained. 10.5 Force Maieure. Each party is excused from performance of this Agreement and shall not be liable for any delay in whole or in part caused by the occurrence of any contingency beyond the reasonable control of such party. Notwithstanding the foregoing, Licensee shall not be relieved of its payment obligations to i2 in the event of a force majeure occurrence. 10.6 Governing Law. Notwithstanding Section 10.12, this Agreement will be governed by and construed in accordance with the laws of the State of Texas, excluding that body of law known as conflicts of laws, and any suit brought hereunder, will be brought solely in the federal or state courts in Tarrant County, Texas. 10.7 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither patty will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. 10.8 Notices. All notices, demands, requests, or other communications which may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be mailed by first class, registered, or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery (including delivery by courier), telegram, telex, or facsimile transmission, to the respective addresses set forth below, or as may otherwise be Foregoing, either party may assign this agreement to a party that purchases all or substantially all of the other party but shall provide (30) days of such assignment. If to i2: Atm. Contracts Support Administrator 1430 Spring Hill Road, Suite 600 McLean, VA 22102 If to Licensee: Page 5 of I I MSSWL0304v2 I Q Confidential Contract Number 10.9 Severability. If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, and the remainder of the Agreement shall remain in full force and effect and shall not in any way be affected or impaired by the invalid provision. 10.10 Survival. The provisions of this Agreement which by their terms are intended to survive the termination of this Agreement, including but not limited to, Sections 5. 6. 7, and 8 shall survive the termination of this Agreement, regardless of the reason for termination. 10.11 No Waiver. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement shall be construed as a waiver of any subsequent breach or default of a similar nature. 10.12 Dispute Resolution. The parties shall attempt to settle any dispute between them amicably and agree to exercise their best efforts and diligence to resolve the dispute by negotiation. The parties will have ten (10) business days to resolve the dispute. 10.12.1 In the event that the parties cannot reach an amicable settlement through negotiation, the parties may agree to enter non binding mediation under the then -current rules of the American Arbitration Association - Commercial Arbitration and Mediation Procedures. Such mediation shall take place in Tarrant County, Texas... The costs of the mediation shall be borne by the parties in equal shares. Each party shall pay its own costs and expenses, including attorneys' fees. 10.13 Publicity Neither party will use the other party's Marks, or otherwise refer to or identify the other party in advertising, publicity releases, or promotional or marketing publications, without, in each case, securing the prior written consent of the other party. 10.14 Counterparts. For the convenience of the parties, this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. 10.15 INTENTIONALLY LEFT BLANK 10.16 Tax Treatment. Notwithstanding anything herein to the contrary, any party to this Agreement (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions and other tax analysis) that are provided to the party relating to such tax treatment and tax structure as required by law. 10.17 Lost Dongle Policv. As dongles are used to control the execution of Products, it is not our policy to replace a lost dongle except under exceptional circumstances. The replacement of a dongle is equivalent to issuing an additional license, which necessarily incurs the payment of the appropriate license fee. It is recommended, therefore, that each dongle be insured for the value of the product seats controlled by it. In the event of a dongle being lost, we will happily provide literature to support any insurance claim. Any dongle covered by a current Support Contract that is found to be damaged or defective will be replaced. Subsequently, if the dongle is lost, stolen, destroyed or damaged by Licensee, i2 will require a Lost License Replacement Agreement executed and a replacement fee of then i2's current replacement charge, additional charges may apply. In either case, the damaged or defective dongle must be returned to Licensor IN WITNESS WHEREOF, the undersigned have executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the Effective Date set forth above. i2INC. _. Name: A Title: _ - _+ f -Ay Date: �\ Attested bye S 304v .I Marty H� City Secretary LICENSEE Name: Karen I.J. Montgom ,'n% Assist-an'-'71t,,'I,._M �xd ICIAL RECORD Y SECRETARY r. WORTH, Tx ° oaoafbp4� i2 Confidential A u Assists t City Attorney O 's- P I (©la 'O j (o � �` 1 Contract Number APPENDIX DEFINITIONS "Affiliate" means an entity (i) that controls, is controlled by, or is under common control with Licensee to control a party, and partnerships and joint ventures in which such entity or party is a partner or a principal, and (ii) is permitted by Licensee to use the Software subject to the same rights and restrictions granted pursuant to this Agreement. "Annual Support Fee" means the annual fee set forth in Schedule 1 for the Support Services. "Annual Support Period" means the First Year and each consecutive twelve (12) month period commencing on the anniversary date of the day the First Year expires. "Authorized Users" means, collectively, Licensee's and/or Licensee's Affiliates' employees, staff', representatives, contractors, or agents that are authorized by Licensee or its Affiliates to use the Software pursuant to this Agreement. "Confidential Information" means any business or technical information of a party, including but not limited to any information relating to a parry's products, services, finances, marketing and business plans, personnel, Trade Secrets, research, development, or know-how, the terms and conditions of this Agreement, and any confidential information previously disclosed by one party to the other pursuant to a nondisclosure instrument. Confidential Information shall not include information that (i) is in or enters the public domain without breach of this Agreement through no fault of the receiving party, (ii) the receiving party was demonstrably in possession of prior to first receiving it from the disclosing party, (iii) the receiving party can demonstrate that it was developed by the receiving party independently and without use of or reference to the disclosing party's Confidential Information, (iv) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, or (v) is required to be disclosed by law, is required for disclosure by law, rule, or court order. "Database Systems" mean Licensee's separately licensed database systems that Licensee uses in conjunction with one or more of the Products. "Documentation" means the manuals and related materials i2 ordinarily distributes with the Software, and includes documentation i2 may provide to Licensee pursuant to Schedule 1. "Dongle" means the hardware authorization key that enables an Authorized User to access the Software. "First Year" means the Annual Support Period that is the twelve (12) consecutive months commencing on the day Licensee originally receives the Products. "Intellectual Property Rights" means all Trade Secrets, patents and patent applications, copyrights (including rights in computer software), moral rights, database rights, design rights, rights in know-how, rights in Marks, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered, and any application for the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world. "Key File" means the software authorization key that enables an Authorized User to access the Software. "License" means the software license granted in Section 2 to use the Products pursuant to the terms and conditions of this Agreement. "License Fee" means the license fee set forth in Schedule 1. "License Key" means a Dongle or a Key File. "Marks" means a party's trademarks (whether registered or unregistered and including any goodwill acquired in such trade marks), service marks, trade names, business names, internet domain names, e-mail address names, logos, or other designations. "Media" means the carrier medium on which the Software is recorded or printed. Page 7 of I 1 m s rs W I.0304v2 l Q Confidential Contract Number "Product" or "Products" means the Software, the Documentation, the Media, and the type of License Key licensed to Licensee by i2 pursuant to this Agreement for the i2 software products named in Schedule 1. "Software" means a set of programs and file structures in object code format for the Products and any plug-in tools ordinarily included with the software, and includes all error corrections, updates, and additional plug-in tools provided pursuant to Schedule 1. "Support Services" means the maintenance and support services described in Section 3 of Schedule 1. "Technical Assistance" means the technical assistance described in Subsection 3.4 of Schedule 1. "Trade Secrets" means any proprietary technical information, design, process, procedure, formula, or improvement of a party that is commercially valuable and secret (in the sense that its confidentiality affords a party competitive advantage over its competitors); including without limitation, a parry's products, and all computer program designs, source code, development codes, algorithms, subroutines, system specifications, test data, charts, graphs, operation sheets, other technical and descriptive information pertaining to such parry's products, all know-how relating to the design, configuration, programming, protocol, and the use thereof. "User License" means each user license for which Licensee has paid a License Fee to permit one (1) Authorized User to access and use the Products. "Warranty Period" means the consecutive ninety (90) day period commencing on the first day of the First Year. Page 8 of 1 1 MSI SWi_0104v2 1 12 Lonfidential Contract Number SCHEDULEI U SOFTWARE PRODUCTS l . t2 Software Products: i2 grants Licensee a License to use the i2 software products named below pursuant to the terms of this Agreement, ("Products"): 1.1 INTENTIONALLY LEFT BLANK. 1.2 Configuration. Anatyst's Notebook® connects to separate specific Database Systems through an iBridge connection configured using iBridge Developer. Each of Licensee's Database Systems must be appropriately configured to use iBridge, and such configuration requires an understanding of link analysis methods and knowledge of the Database Systems used by Licensee. 2. Fees*: This is a GSA CO -Op Program Purchase QUOTE Reference: SF014122 (Based on Quantities per order) (ALL PRICES IN US$) Product Name Quantity Unit Price Total Price i2 Analyst's Notebook English and Support 8 USD 3,861.00 USD 30,888.00 -First year support required per license -Following years optional: See below for details of support program i2 iBase Standard User English and Support 13 USD 1,942.00 USD 25,246.00 -First year support required per license -Following years optional: See below for details of support program i2 iBase Standard Designer English and Support 1 USD 5,248.00 USD 5,248.00 -First year support required per license -Following years optional: See below for details of support program i2 iBase Designer Student VA 3 USD 1,124.00 USD 3,372.00 -Price per student i2 iBase User Closed Class ConUS 1 USD 7,001.00 USD 7,001.00 -Maximum 12 Students Travel and Expenses not included i2 Analyst's Notebook Level 1 Closed Class ConUS 1 USD 7,171.00 USD 7,171.00 -Maximum 12 Students Travel and Expenses not included i2 Analyst's Notebook Level 2 Closed Class ConUS 1 USD 10,655.00 USD 10,655.00 -Maximum 12 Students 1'ravel and Expenses not included - -------------------- Page 9 of 11 MSTSWI.03040.1 12 Confidential Travel & Expenses -52,000.00 per closed class -3 closed classes total x $2,000 = $6,000 ***OPEN MARKET PRICING *** **SEE TERMS" Contract Number USD 2,000.00 USD 6,000.00 Grand Total: USD 95,581.00 * i2 reserves the right to modify the fees at any time and shall provide sixty (60) days' notice of any changes in writing. Writing shall constitute an email, facsimile or other form of written documentation. Maintenance and SUDDort: 3.1. First Year. In consideration for Licensee's payment of the Annual Support Fee, i2 shall provide the Support Services during the First Year. 3.2. Annual Support Period. In consideration for the Annual Support Fee, i2 shall provide Licensee with the Support Services during each Annual Support Period for which the Annual Support Fee is paid before such Annual Support Period commences. 3.3 Support Services. i2 shall provide the Support Services specified herein in this Section 3.3 to Licensee during the First Year, and during each Annual Period thereafter, provided Licensee has paid the Annual Support Fee. 3.3.1 Corrections. i2 will use commercially reasonable efforts, consistent with industry standards, to respond to and investigate suspected errors in the Software provided that i2 can successfully reproduce the suspected error; and provided further that (i) no modifications to the Product have been made by Licensee, (ii) Licensee is using the Product in the manner for which it is designed, (iii) Licensee has implemented all updates and upgrades to the Product issued by i2, and (iv) the error is not the result of accident, misuse, neglect, or other damage. Suspected errors shall be investigated and corrected by i2's personnel at i2's offices to the extent practical. In the event this is not practical, i2's personnel may conduct such investigation and correction at Licensee's place of business. Resolution may take the form of a written response, supplementary documentation, work -around, coding change, product patch, postponement to the next release, or other correctional aids. i2 shall use commercially reasonable efforts to respond to a request for assistance within twenty- four (24) hours of receiving the initial contact from the Licensee, if the request for assistance is received within i2's normal support hours (8:00 a.m. to 8:00 p.m., Monday through Friday, excluding holidays). A request for assistance received overnight or on a weekend shall be considered received at 8:00 a.m. on the next business day. Error reports may be submitted by telephone (703-921-0195), fax (703-921-0196), or e-mail (support@i2inc.com). 3.3.2 Software and Documentation Updates. i2 shall provide Licensee with (i) product updates that are general releases and upgrades that i2 generally provides to licensees of the Product, (ii) operating system updates that are general releases enabling the Software to be used on upgraded versions of the operating system with which the Software was designed to be used and that i2 generally provides to licensees of the Product, and (iii) documentation updates to correct errors in the Documentation or to supplement updates to the Software that i2 generally provides to licensees of the Product. 3.4 Technical Assistance. During i2's normal business hours, i2 shall provide Licensee with a reasonable amount of technical assistance by telephone and e-mail to assist Licensee with basic troubleshooting for the Software and with understanding the features of the Software and its usage ("Technical Assistance") as set forth below:. Maintenance and Su[)Dort: I . First Year. In consideration for Licensee's payment of the Annual Support Fee, i2 shall provide the Support Services during the First Year. 2. Annual Support Period. In consideration for the Annual Support Fee, i2 shall provide Licensee with the Support Services during each Annual Support Period for which the Annual Support Fee is paid before such Annual Support Period commences. 3. Support Services. i2 shall provide the following Support Services to Licensee during the First Year, and during each Annual Period thereafter, provided Licensee has paid the Annual Support Fee. 4. Corrections. i2 will use commercially reasonable efforts, consistent with industry standards, to respond to and Page 10 of 1 1 MS FSWL0304v2.1 12 Confidential Contract Number investigate suspected errors in the Software provided that i2 can successfully reproduce the suspected error; and provided further that (i) no modifications to the Product have been made by Licensee, (ii) Licensee is using the Product in the manner for which it is designed, (iii) Licensee has implemented all updates and upgrades to the Product issued by i2, and (iv) the error is not the result of accident, misuse, neglect, or other damage. Suspected errors shall be investigated and corrected by i2's personnel at i2's offices to the extent practical. In the event this is not practical, i2's personnel may conduct such investigation and correction at Licensee's place of business. Resolution may take the form of a written response, supplementary documentation, work -around, coding change, product patch, postponement to the next release, or other correctional aids. i2 shall use commercially reasonable efforts to respond to a request for assistance within twenty-four (24) hours of receiving the initial contact from the Licensee, if the request for assistance is received within i2's normal support hours (8:00 a.m. to 8:00 p.m., Monday through Friday, excluding holidays). A request for assistance received overnight or on a weekend shall be considered received at 8:00 a.m. on the next business day. Error reports may be submitted by telephone (703-921-0195), fax (703-921-0196), or e-mail (support@Oinc. cool). 5. Software and Documentation Updates. i2 shall provide Licensee with (i) product updates that are general releases and upgrades that i2 generally provides to licensees of the Product, (ii) operating system updates that are general releases enabling the Software to be used on upgraded versions of the operating system with which the Software was designed to be used and that i2 generally provides to licensees of the Product, and (iii) documentation updates to correct errors in the Documentation or to supplement updates to the Software that i2 generally provides to licensees of the Product. 6. Technical Assistance. During iTs normal business hours, i2 shall provide Licensee with a reasonable amount of technical assistance by telephone and e-mail to assist Licensee with basic troubleshooting for the Software and with understanding the features of the Software and its usage ("Technical Assistance"). " i2 reserves the right to modify the fees at any time and shall provide a sixty (60) notice of any changes in writing. Writing shall constitute an email, facsimile or other form of written documentation Page I I of I I MSTSWI.03042 1 12 Confidential riot, Keview a �= Official site of the Ci of Fort Worth, Texa CouncilCity • - •a FoRTWoRm COUNCIL ACTION: Approved on 12/8/2009 DATE: 120M REFERENCE NO.: P-11060 LOG NAME: 13P09-023212AG CODE: P TYPE: NON -CONSENT PUBLIC HEARING: NO SUBJECT: Authorize a Purchase and Maintenance Support Agreement with i2 Inc., for Visual Investigative Analysis Software Licenses, Support and Training for the Police Department for an Amount Up to $95,581.00 RECOMMENDATION: It is recommended that the City Council authorize a purchase and maintenance support agreement with [2 Inc., for visual investigative analysis software licenses, support and training for the Police Department, Intelligence Division, utilizing the General Services Administration (GSA) Contract No. GS-35F-0241 J for an amount up to $95,581.00. DISCUSSION: The Intelligence Division of the Police Department will use the purchase agreement to procure a visual investigative analysis software solution. The i2 software solution provides visual investigative analysis, which will enable the Intelligence Division to gather crime statistics data, access the data easily, visualize trends and analyze data important to their investigations. [2 software instantly provides oonnections, associations, trends and patterns hidden within data and provides a comprehensive intelligence -led platform. This software enables investigators and analysts to turn large volumes of data into actionable intelligence, which will increase the productivity of investigative teams, saving both time and resources. This purchase includes one [2 IBase Designer license, 13 [2 [Base Standard User licenses and eight Analyst Notebook licenses, as well as installation and support for the initial year. This purchase agreement will also be used to procure software training for ten analysts. Additionally, a Master Software License Agreement will be executed for the license support after the initial warranty period. The cost elements for the purchase of the software licenses and maintenance, training and travel are as follows: ELEMENT 22 Software Licenses Training of 10 Analysts Travel Total COST $61,382.00 $30,827.00 $ 3,372.00 $95,581.00 PRICE ANALYSIS - There is limited purchasing history of [2 software, support or training. The current [2 Analyst Notebook price of $3,861.00, which includes maintenance and support, is the same price as a previous purchase price for the same unit in 2007. GSA Contract No. GS-35F-0241 J offers fixed price schedule, prompt payment discounts and volume discounts. The Police and Information Technology Departments reviewed the prices and find them to be competitive. State law provides that a local government purchasing an item under a GSA contract satisfies state laws requiring that the local government seek competitive bids for the purchase of the item. GSA contracts have been competitively bid to increase and simplify the purchasing power of local government entities. ADMINISTRATIVE AMENDMENT - An administrative increase or amendment for this Purchasing Agreement may be made by the City Manager or his designee for an amount up to $23,895.00 and does not require specific City Council approval so long as sufficient funds have been appropriated. hnp://apes.dw mt.ors/—ra_pa&.Wff c_r-imv.asp7lD=12614&courtdkiabe=12/8/2009 (1 of 2) [12122/2009 4:41:47 PM] M&C Review M/WBE - A waiver of the god for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the MIWBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS - Upon City Council's approval, the Master Software License Maintenance and Support Agreement shall begin upon execution, and shall expire one year later. RENEWAL OPTIONS - This Agreement may be renewed for up to three additional one-year terms at the City's option, in accordance with the Master Software License Agreement. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. BQN109-023212AG1AMG TO Fund/Account/Centers Submitted for City Mangers Office by: "n inatlinq Department Head: Additional Information Contact: ATTACHMENTS FROM Fund/Account/Centers GR76 539120 002442236100 $30,827.00 GR76 532200 002442236100 GR76 522500 002442236100 Karen Montgomery (6222) Lena Ellis (8517) Jack Dale (W) Angela Gonzales (7648) htp://apps.dWr*LoWcmnd—pm wVffoc revkw.asp'4D=MI4&cowxikkke=12/8/2009 (2 of 2) [12I22/2009 4:41:47 PM] $3.372.00 $61.382.00