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Home My WebLink AboutContract 42349 CITY SECRETARY CONTRACT NO.-.-- a3—LH--�. / =Z-- INCORPORATED 16308 Orange Avenue, Paramount, Ca. 90723-4882 562-634-1170 Fax 562-634-0993 800-327-9337 AGREEMENT FOR AVIVE15"o This agreement between INPUT SYSTEMS,INCORPORATED,the SUPPLIER,hereinafter referred to as I.S.I.and the CITY OF FORT WORTH, TEXAS , herein after referred to as the CUSTOMER, APPENDIX'A', SCHARGES FOR THE PERIOD OF OCTOBER 1,2011 THROUGH SEPTEMBER 30,2012;APPENDIX B, Sfiii �' SITE LICENSE AGREEMENT' constitute the entire agreement of the parties and shall supersede any prior agreements,either oral or written pertaining to the contemplated services. I. ATIME/N' SOFTWARE PROVIDED I.S.I.agrees to provide to the CUSTOMER the .slIVE151 SOFTWARE SYSTEM,Including but not limited to the MODULES detailed below. Master File Record(M.F.R.)-- `ESTABLISHMENT TRACKING'MODULE Daily Activity Report(D.A.R.)-- 'TIME ACCOUNTING'MODULE 'AUTOMATED FIELD INSPECTION SYSTEM' A/R-- 'BILLING-ACCOUNTS RECEIVABLE-PERMITTING'MODULE THE'RFS/CS REQUEST FOR SERVICE/COMPLAINT SYSTEM' THE'CARD REGISTRATION'SYSTEM II. CHARGES The CHARGES for J11WE10,S0 are based on the NUMBER OF ACTIVE EMPLOYEES and the NUMBER OF ACTIVE INVENTORIES MAINTAINED IN THE SYSTEM.Charges are adjusted QUARTERLY. Charges are detailed in APPENDIX A, J11MI'S' CHARGES, FOR THE PERIOD OF OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2012. The charges for services stipulated herein are subject to revision for any changes the CUSTOMER may make to its requirements or for additional work requested which is not set forth in this agreement or in the Appendixes. III. PERFORMANCE I.S.I.warrants that the software provided has been tested and will provide the proper results when used in accordance with the manufacturer's instructions. I.S.I. reserves the right to upgrade,modify,or 4t ^I b"i;'M nge, 511TsE11SO whenever necessary or appropriate to the proper utilization of the syste AGREEMENT FOR S71'bYs'PS' Page 1 of 10 INIT_ INIT ENV/RONMENTAL HEAL TH DA TA MANAGEMENT SOLUTIONS 0 —3 —1 1 A"I 1 : 1 i I f'J IV. TRAINING AND SUPPORT I.S.I.will provide on going on-site installation,assistance,and training on SIIWE/050 In addition,I.S.I.will provide telephone'HELP'support from approximately 9:00 A.M.Pacific Time until 5:00 P.M.Pacific Time,Monday through Friday, normal holidays excluded. The CUSTOMER agrees to provide communications access to provide'REMOTE'support on a pre-arranged basis. I.S.I.will provide the software communications link. Clerical training is included in the annual subscription charges. On a mutually agreeable schedule I.S.I. will provide training seminars to the CUSTOMER. This training may be provided at no additional charge to the CUSTOMER. V. BILLING The CUSTOMER will be billed on a MONTHLY basis. CHARGES are adjusted ON A QUARTERLY BASIS, BASED ON THE NET ADDITIONS OR DELETIONS of EMPLOYEES and INVENTORY ITEMS to the system. THREE(3)MONTHLY invoices will be mailed during the first week of EACH QUARTER. Invoices for each month are due and payable no later than the 10Th day of the calendar month following the month for which the INVOICE applies. (See APPENDIX A for monthly charges.) VI. PROPERTY All computer programs,written procedures and similar items provided by I.S.I.,are the exclusive property of I.S.I.,and shall always remain the property of I.S.I., unless there is an express written provision to the contrary. AlIVE/0,10 provided to the CUSTOMER is the property of I.S.I. and is not for sale. INDIVIDUAL MODULES PROVIDED AS A PART OF A11WE/0.1000NTAIN LICENSING AND EXPIRATION ROUTINES THAT WILL MAKE THEM UNUSABLE, UNLESS THE CUSTOMER CONTINUES THEIR SUBSCRIPTION ON AN ANNUAL BASIS TO THE SYSTEM. I.S.I.will NOT store NOR be responsible for the CUSTOMER'S source documents,data,magnetic tapes,diskettes or other media. All CUSTOMER data will be stored at the CUSTOMER'S LOCATION,and it is the responsibility of the CUSTOMER to properly back up,store and safeguard. All CUSTOMER furnished information and data resulting from the operation of I.S.I.'s programs on the CUSTOMER's information in connection with this agreement shall be the sole and exclusive property of the CUSTOMER. Such information is the proprietary property of the CUSTOMER and constitutes government records of the CUSTOMER. I.S.I.shall treat the CUSTOMER's information as confidential and shall safeguard it to the greatest extent practicable. Furthermore, I.S.I.agrees that during the term of this agreement it shall not make such information available in any form to any person, other than the CUSTOMER,without the prior written authorization of the CUSTOMER. Upon termination of this agreement,such information will not be made available by I.S.I.to any person other than a duly authorized representative of the CUSTOMER. VII. LIABILITY In the event of any error, omission, or other problem whether human or mechanical, on the part of I.S.I., its employees, or S7PEEM4, I.S.I.agrees to correct the software at no additional charge to the CUSTOMER. It is expressly understood and agreed that I.S.I.SHALL NOT be liable to any third persons for any damages which said third persons may incur,directly or indirectly,as a result of the errors or omissions of the CUSTOMER or the CUSTOMER's employees. I.S.I. SHALL NOT be liable for failure to perform if due to causes beyond its control, under this contract, if the failure arises from causes beyond the control of and without the fault or negligence of I.S.I. Such causes shall include,but not be limited,to acts of God,the public enemy,the Government, or contractual capacity,fires,flood, quarantine restrictions,strikes, freight embargoes, and unusually severe weather. I.S.I.shall be liable for any and all damages, including personal injury or damage to property,caused by the acts or omissions of its employees, agents, officers, or representatives. AGREEMENT FOR AWNi M,' Page 2 of 10 INIT INIT 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. 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Property damage $500,000 Bodily injury per person per occurrence Coverage shall be on any vehicle used by the Consultant, its employees,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 $500,000 Disease-policy limit This coverage may be written as follows: Workers'Compensation and Employers'Liability coverage with limits consistent with statutory benefits outlined in the Texas workers'Compensation Act(Art.8308-1.01 et seq.Tex. Rev.Civ.Stat.)And minimum policy limits for Employers' Liability of$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 10.2 Certificates Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees,officers,officials,agent,and volunteers in respect to the contracted services.Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum 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-paymentof premium.Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth,Texas 76102,with copies to the City Attorney at the same address. VIII. REPRESENTATIONS This agreement, APPENDIX 'A', NRVEE1'S® CHARGES FOR THE PERIOD OF OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2012; and APPENDIX B, .171' U1121'SITE LICENSE AGREEMENT';shall constitute the entire agreement of the parties and shall supersede any prior agreements, either oral or written pertaining to the contemplated services. This agreement shall be governed by the laws of the State of Texas and applicable Federal law. The terms and conditions of this agreement may be changed by written mutual consent. The provisions of this agreement are severable;and if for any reason any one or more of the provisions contained herein are held to be invalid, illegal, or unenforceable in any respect, the individuality, illegality,or un-enforce AGREEMENT FOR 311WEPS' Page 3 of 10 /NIT INIT ability shall not affect any other provision of this agreement, and this agreement shall remain in effect and be construed as if the invalid, illegal,or unenforceable provisions had never been contained in the agreement. IX. ANNUAL PRICE ADJUSTMENT I.S.I.reserves the right to modify or change.1lIVE150 prices on an annual basis. CUSTOMERS will receive written notice of I.S.I.'s intent to modify or change the existing prices no later than three(3)months prior to the expiration date of the contract year. X. FUNDING Availability of Funds:The parties agree that this Agreement and all claims,suits,or obligations arising under or related to this Agreement are subject to and limited to the availability of funds appropriated by the Fort Worth City Council,for the purposes of this Agreement or for the respective claim,suit,or obligation,as applicable. The City agrees to place the above notices relating to availability of funds,the source of funds,and legal authority in all subcontracts. XI. ASSIGNMENT I.S.I.and the City bind themselves and any successors and assigns to this agreement. Neither I.S.I. nor the City shall assign,sublet,or transfer its interest in this agreement without written consent of both,and any attempted transfer without such consent is void. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of I.S.I.,or the City,nor shall it be construed as giving any rights or benefits hereunder to anyone other than to I.S.I.and the City. Notwithstanding any provisions relating to assignment in the Uniform Commercial Code,no delegation by a party hereto of any duties or obligations nor assignment by a party hereto of any rights under or interests in the agreement will be binding on another party hereto without the written consent of the party sought to be bound; and,specifically but without limitation, monies that may become due and monies that are due may not be assigned without such consent(except to an extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this agreement. I.S.I.and the City each binds itself,its partners,successors,assigns and representatives to the other party hereto,its partners,successors,assigns and representatives in respect to all covenants,agreements and obligations contained in the agreement. XII. WAIVER OF SOVEREIGN IMMUNITY I.S.I.and the City hereby agree that this Agreement does not waive the City's sovereign immunity relating to suit, liability and the payment of damages. The parties further agree that all claims,suits or obligations arising under or related to this Agreement are subject to and limited to the availability of funds appropriated by the Fort Worth City Council for that respective claim,suit,or obligation. XIII. SEVERABILITY Any provision of this agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken,and all remaining provisions shall continue to be valid and binding upon I.S.I.and the City. In such an event, it is herein agreed by I.S.I. and the City that the agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. In the absence of reformation,this agreement shall remain in effect and be construed as if the invalid, illegal or unenforceable provision had never been contained in the agreement. XIV. GOVERNING LAW AND VENUE I.S.I. and the City agree that the laws of the State of Texas shall govern the validity and construction of this agreement,except where preempted by federal law. Should any action,real or asserted,at law or in equity,arise out of the terms and conditions of this agreement,venue for said action shall be in Tarrant County, Texas. XV. RIGHTS AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to I.S.I.constitute or be construed as a waiver by the City of any breach of covenant,or any default which may then exist,and the making of any such payment by the City while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the City with respect to such breach or default. Any waiver by either party of any provision or condition of this agreement shall not be construed or decreed to be a waiver of any other provision or condition of this agreement, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the party to be bound. AGREEMENT FOR 311WEPS Page 4 of 10 INIT K r IN/T XVI. TERMINATION The City may terminate this contract without cause by giving ninety (90) days written notice to Contractor, provided that such termination shall be without prejudice to any other remedy the City may have. In the event of termination, any work in progress will continue to completion unless specified otherwise in the notice of termination. I.S.I.may terminate this contract without cause by giving ninety(90)days written notice to the City,provided that such termination shall be without prejudice to any other remedy I.S.I.may have. In the event of termination,any work in progress will continue to completion unless specified otherwise in the notice of termination. The City may terminate this agreement for failure of I.S.I.to comply with the terms of this agreement. In the event the City decides to terminate I.S.I.'s contracted services,the City will provide I.S.I.with written notice ninety(90) days prior to the termination of the agreement. I.S.I.may terminate this agreement for failure of the City to comply with the terms of this agreement. In the event I.S.I.decides to terminate services contracted by the City,I.S.I.will provide the City with written notice ninety(90) days prior to the termination of the agreement. In the event either party defaults in the performance of any of its obligations under this contract,misrepresents to the other a material fact, or fails to notify the other party of any material fact which would affect the party's performance of its obligations hereunder,the non-defaulting party shall have a right to terminate this contract upon giving the defaulting party written notice describing the breach or omission in reasonable detail. The defaulting party shall have a ninety(90)day period commencing upon the date of notice of default in which to effect a cure. If the defaulting party fails to effect a cure within the aforesaid ninety (90) day period, or if the default cannot be cured,the contract shall terminate as of the date provided in the notice of default. XVII. FORCE MAJEURE I.S.I.shall not be deemed to be in default because of any failure to perform under this contract,if the failure arises from causes beyond the control and without the fault or negligence of I.S.I. Such causes shall include acts of God, acts of the public enemy,acts of Government, in either its sovereign or contractual capacity,fires,flood, epidemics, quarantine restrictions,strikes,freight embargoes,and unusually severe weather. If the failure to perform is caused by the failure of a subcontractor of I.S.I.'s to perform,and if such failure was beyond the control of both I.S.I.and the subcontractor,without their fault or negligence,I.S.I.shall not be deemed to be in default unless the subcontracted supplies or services were reasonably obtainable from other sources. Alternatively,if at any time during the term of this contract the work of I.S.I.fails to meet the specifications of the contract documents,the City may notify I.S.I.of the deficiency in writing. Failure of I.S.I.to correct such deficiency and complete the work required under this contract to the satisfaction of the City within ten days after written notification shall result in termination of this contract. I.S.I.shall pay all costs and attorneys fees incurred by the City in the enforcement of any provision of this contract. The remedies provided for herein are in addition to any other remedies available to the City elsewhere in this contract. This shall be reciprocal where neither party is liable or deemed to be in default for a force majeure event. XVlll. AUTHORIZATION The undersigned officer and/or agents of the parties hereto are properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto,and each party hereby certifies to the otherthatany necessary resolutions extending such authority have been duly passed and are now in full force and effect. XIX. TERM of AGREEMENT This agreement is in effect when all parties have signed and is valid for THE PERIOD OF OCTOBER 1, 2011 THROUGH SEPTEMBER 30,201 subject to paragraphs IX and XVI of this agreement.. The terms and conditions of this agreement may be changed by written mutual agreement at any time. AGREEMENT FOR.17I71/sPS ' Page 5 of 10 INIT INIT BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,APPENDIX A: 311WEI'So CHARGES, APPENDIX&J11WEI'So SITE LICENSE AGREEMENT,and APPENDIX C:ADDITIONAL AGREEMENTS,UNDERSTAND THEM,AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE AGREEMENTS. IN WITNESS WHEREOF,the parties hereto have executed this agreement in triplicate originals in Tarrant County, Texas. ACCEPTED BY: ACCEPTED BY: INPUT SYSTEMS, INCORPORATED CITY OF FORT WORTH, TEXAS BY: BY: Kevin R.Thrasher, Executive Vice-President Date: C?—C/— It Date: APPROVED AS TO FORM WITNESS: Assistant City Attorne �_�a---�_N ) 2 3 NAME: l�✓ �l t TITLE: ATTEST: CORPORATE SEAL: g044bAn� p a�°�oil 00000 I. � Attested by 0 �d o � 0.0, 00 x 4aHendrb , SO"at"y da�F °°0000000 0o° a tiu . Y AGREEMENT FOR.17PX/SPS' Page 6 of 10 INIT INIT APPENDIX A: .171TE110 CHARGES CITY OF FORT WORTH, TEXAS .17NEE114 FISCAL YEAR CHARGES FOR OCTOBER 1, 2011 -SEPTEMBER 30, 2012 The ANNUAL CHARGES for,01VE150are based on the number of ACTIVE EMPLOYEES and INVENTORY ITEMS MAINTAINED in the system. The charge for each ACTIVE EMPLOYEE MAINTAINED in the system is$32.00 PER MONTH. The charge for each INVENTORY ITEM MAINTAINED in the system is$.32 PER MONTH. The APPROXIMATE ANNUAL charges for,011EE1050 are based on the following counts from current operations. 371EERSOANNUAL CHARGES FOR CITY OF FORT WORTH,TEXAS 16 ACTIVE EMPLOYEES MAINTAINED IN NINEEPr @$32.00 ea/mo. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $512.00 5,980 ACTIVE INVENTORIES MAINTAINED IN AWRIEW @$.32 ea/mo. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,913.60 MONTHLY COST . . . . . . . . . . . . . . . $2,425.60 ANNUAL COST: . . . . . . . . . . . . . . . $29,107.20 THE ABOVE CHARGES ARE APPROXIMATIONS BASED ON THE COUNTS SHOWN. ACTUAL CHARGES ARE BASED ON THE ACTUAL COUNTS PROVIDED BY THE CUSTOMER FOR THE CURRENT BILLING PERIOD. APPENDIX A: 311MMS'G' CHARGES AGREEMENT FOR.1IME15 ' Page 7 of 10 INIT � r INIT Air = _ INCORPORATED 16308 Orange Avenue, Paramount, Ca. 90723-4882 562-634-1170 Fax 562-634-0993 800-327-9337 SWE/I/ SITE LICENSE AGREEMENT--APPENDIX 'B' IMPORTANT: READ THIS LICENSE AGREEMENT CAREFULLY GRANT OF LICENSE INPUT SYSTEMS, INCORPORATED,grants to the CUSTOMER-A NON-TRANSFERABLE, NON-EXCLUSIVE LICENSE- to use the software system, programs and documentation referred to herein as .11W/!1'6. This is a LICENSE AGREEMENT and NOT an agreement for sale. INPUT SYSTEMS, INCORPORATED, owns A7PEE/ which is copyrighted,and has proprietary rights in the product. You are purchasing a REVOCABLE LICENSE to use the SYSTEM. You obtain no rights other than the license granted by this Agreement. Title to SIPEE150 and any copy made of it, is retained by INPUT SYSTEMS, INCORPORATED. The CUSTOMER does not receive any, and INPUT SYSTEMS, INCORPORATED,retains all ownership rights in AIIWE/!1O. This agreement and any of the licenses, programs,or materials to which it applies may not be assigned,sub- licensed or otherwise transferred by the CUSTOMER without written consent from INPUT SYSTEMS, INCORPORATED. LIMITED WARRANTYAND LIABILITY INPUT SYSTEMS, INCORPORATED,WARRANTS THAT A7PEEWwill perform in compliance with the documentation and instructions,when used on computer hardware approved by INPUT SYSTEMS, INCORPORATED. INPUT SYSTEMS, INCORPORATED, does NOT warrant that ANW150 will operate error free or uninterrupted,or that all non-conformities can or will be corrected. INPUT SYSTEMS, INCORPORATED, does NOT warrant statements,or claims by other parties. Should the software fail to operate as warranted, INPUT SYSTEMS, INCORPORATED, shall promptly, upon notice,replace or correct the defective software. This shall be INPUT SYSTEMS, INCORPORATED, only liability with respect to the software product or license. IN NO EVENT SHALL INPUT SYSTEMS, INCORPORATED BE LIABLE FOR ANY DAMAGES, CLAIM OR LOSS INCURRED BY USER(INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOST REVENUES, OR EXPENDITURES RESULTING FROM LOST DATA OR THE CUSTOMER'S INABILITY TO USE THE DATA OR THE PRODUCT). The CUSTOMER assumes all responsibility for the use of the product to achieve the intended results, and for the results obtained from the Product. 311MM' SOFTWARE IS PROVIDED SUBJECT TO THE WARRANTY AND REMEDY JUST EXPRESSED AND IS IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE BOTH OF WHICH ARE SPECIFICALLY EXCLUDED. APPENDIX'B' mwirm®-SITE LICENSE AGREEMENT Page 8 of 10 INIT T' INIT ENVIRONMENTAL HEALTH DATA MANAGEMENT SOLUTIONS :� - I 1 AI1 : 18 l ;; APPENDIX B: SITE LICENSE SITE LICENSE AGREEMENT I.S.I.agrees to defend,settle,or pay,at its own cost and expense,any claim or action against the Customer for infringement to any patent, copyright,trade secret,or similar property right arising from Customer's use of the software in accordance with this agreement. I.S.I.shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim,and Customer agrees to cooperate with it in doing so.Customer agrees to give I.S.I. timely written notice of any such claim or action,with copies of all papers Customer may receive relating thereto. If the software or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,such use is materially adversely restricted, I.S.I.shall,at its own expense and as Customer's sole remedy,either: (a) procure for Customer the right to continue to use the software; or(b)modify the software to make it non-infringing, provided that such modification does not materially adversely affect Customer's authorized use of the software; or (c)replace the software with equally suitable,compatible,and functionally equivalent non-infringing software at no additional charge to Customer; or(d)if none of the foregoing alternatives is reasonably available to I.S.I.,terminate this agreement and refund to Customer the payments actually made to I.S.I. under this agreement. NUMBER OF MACHINES THAT 3111EE115'MAY BE INSTALLED ON: 3111EE10,40licensed under this Agreement authorizes the CUSTOMER to use AREE11V ON AS MANY SINGLE-USER P.C. COMPUTER SYSTEMS, or AS MANY MULTI-USER(NETWORKED)COMPUTER SYSTEMS, OR ANY COMBINATION THEREOF, AS DESIRED, provided they adhere to the pricing provisions of 'AGREEMENT FOR SERVICE JIIWEIIV PERMISSION TO COPY LICENSED PROGRAMS: No right to print or copy, in whole or in part, .011EE1150 Licensed Program(s), DOCUMENTATION, PROCEDURES,or any related materials, is granted except as herein expressly provided. The programs and their related documentation are copyrighted. Any Licensed Programs which are provided by INPUT SYSTEMS, INCORPORATED in machine readable form may be copied for back-up or archive purposes only. The CUSTOMER agrees to maintain appropriate records of the number and location of all such copies of JIIIWEIIW' The original,and any copies of.171ZE1150 Licensed Programs, in whole or in part,which are made by the CUSTOMER shall be the property of INPUT SYSTEMS, INCORPORATED:except for the media on which the Licensed Programs are recorded. The CUSTOMER agrees to reproduce and include the copyrighted notice of INPUT SYSTEMS, INCORPORATED on all copies, in whole or in part, in any form, including partial copies of Licensed Programs made hereunder. You may not copy, reverse engineer(decompile),translate, port, merge, modify, or make derivative works of AWIWEXAW� You may not rent,disclose, publish,sell,assign, lease,sub-license, market, or transfer 311EE150 or use it in any manner not expressly authorized by this agreement. You shall not alter or remove any copyright notice or proprietary legend contained in or on J11WE/!1''. PROTECTION AND SECURITY The CUSTOMER agrees NOT to provide or otherwise make available any portion of ASIM MA 0 including but not limited to object code in any form,to any person other than CUSTOMER, or INPUT SYSTEMS, INCORPORATED employees,without prior written consent from INPUT SYSTEMS, INCORPORATED, except for purposes specifically related to the CUSTOMER's use of the Licensed Program. TERM OF AGREEMENT The TERM OF THIS AGREEMENT is referenced in and stipulated by'THEAGREEMENT FOR JAPE/!~ which is a part of this 'SITE LICENSE AGREEMENT'. APPENDIX'B' .17PXE/!�'®-SITE LICENSE AGREEMENT Page 9 of 10 INIT r INIT APPENDIX B: SITE LICENSE SITE LICENSE AGREEMENT MISCELLANEOUS This 'SITE LICENSE AGREEMENT'shall be governed by the laws of the State of Texas and applicable Federal law. And shall inure to the benefit of INPUT SYSTEMS, INCORPORATED, its successors,administrators, heirs and assignees. Any litigation arising from the use of the programs must be filed in Tarrant County,Texas. If any provision of this agreement is declared invalid or unenforceable,the remaining provisions of this agreement shall remain in full force and effect. Any notice under this agreement shall be delivered by U.S. Certified Mail, return receipt requested to the following address: INPUT SYSTEMS, INCORPORATED 16308 Orange Ave. Paramount,CA 90723 BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. a3, 28, // AC5FORTWORTH,TEXAS Date Assistant City Manager APPROVED AS TO FORM AND LEGALITY: APPROVED AS TO FORM AND LEGALITY: Assistant City ttorney X7 oc fork). �„y►�� 00 Attested by0 o ° 0o* z ' 4 °°00000° �do Marty Hendrix,My 569rebaa r�X A'tia Cox 7.r e APPENDIX'B' J11WEW-SITE LICENSE AGREEMENT i Page 10 of 10 INIT K INIT r � City of Fort Worth, Texas Mayor and Council Communication COUNCIL'AC7COt�iz ,i4ppovec on 3/3/200 i. _ P DATE: Tuesday, March 03, 2009 REFERENCE NO.: **C-23370 LOG NAME: 04SWEEPS SUBJECT: Authorize Agreement with Input Systems, Inc., for Software and Support for Consumer Health Activities in the Code Compliance Department at a Cost Not to Exceed $29,107.20 RECOMMENDATION: It is recommended that the City Council authorize an Agreement for software and support from Input Systems, Inc., for Code Compliance Department for an amount not to exceed $29,107.20. DISCUSSION: The Code Compliance Department will use the maintenance and support software to upgrade and maintain the existing SWEEPS software that was purchased in October 1995. The software has been vital in managing and automating operational support of the Consumer Health Office and field activities. These activities include maintaining customer demographic information, preparing annual permit invoices and permits, recording and tracking complaints, facility violations and field activities. The software is also used to schedule regular inspections and complaint investigations, automate entry of field activities and facility violations and prepare detailed management reports. Due to the proprietary nature of the SWEEPS software the maintenance and support services are only available through the original manufacturer of the software, Input Systems, Inc. RENEWAL OPTIONS - This Agreement may be renewed for up to three successive one-year terms. 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. MWBE -A waiver of the goal for MWBE subcontracting opportunities was requested by the Code Compliance department and approved by the MWBE office becuase the purchase of goods or services is from a sole source vendor. FISCAL INFORMATION /CERTIFICATIO_N_: The Financial Management Services Director certifies that funds are available in the current operating budget as appropriated of the General Fund FUND CENTERS: Loomme• n4RWFFPC ,. TO Fund/Account/Centers FROM Fund/AccountlCenters GG01 539120 0239004 $27.068.85 GG01 539120 0231010 $2,038.35 CERTIFICATIONS: Submitted for City Manager's Office by: Karen Montgomery (6222) Originating Department Head: Peter Anderson (8781) Dan Allen (6632) Additional Information Contact: John St. Lawrence (2389) ATTACHMENTS No attachments found. Loename: 04SWF.F.PC .,