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HomeMy WebLinkAboutContract 32720 CITY SECRE CONTRACT No Y ,*WA Computer Associatev SERVICES AGREEMENT AND ORDER FORM Computer Associates International,Inc.,One Computer Associates Plaza,Islandia,New York 11749,tel:+1631 342 6000 Client Name:City of Ft Worth ("Client") Address: 1000 Throckmorton St.,Ft Worth,TX,76102-6312 Site ID: 100357 Address for performance of services(if different from above):as above Billing Contact: Name: Todd Hatcher email: todd.hatcher@fortworthgov.org Phone No.: 817-871-8900 Services Name: PO#(solely for Client's record- Client Billing Address(if different from above): Unicenter NSM Assistance keeping convenience): n/a as above If Tax Exempt, No.: n/a(attach certificate) BAF ID: 36124 Agreement Date:September 13,2006 STAFF AUGMENTATION SERVICES AGREEMENT AND ORDER FORM 1.This Services Agreement and Order Form (hereinafter referred to as the"Agreement") is entered into between Computer Associates International, Inc. ("CA"), located at One Computer Associates Plaza, Islandia, New York 11749, and City of Ft Worth ("Client"), located at 1000 Throckmorton St., Ft Worth, TX,76102-6312. The General Terms and Conditions set forth at the end of this Agreement are incorporated herein and are deemed a part of this Agreement. This Agreement sets forth the complete terms and conditions pursuant to which CA agrees to provide certain professional and consulting services (the"engagement"), as more specifically defined herein. All other agreements, proposals, purchase orders, representations and other understandings concerning the subject matter of this Agreement,whether oral or written, are superseded in their entirety by this Agreement. Upon execution of this Agreement by both parties, CA will provide the technical services described herein. This Agreement is not binding until signed by both parties. FEE FOR SERVICES AND PERIOD OF PERFORMANCE 2. The estimated fee payable for the effort defined in this Agreement will be paid through CA's Authorized Reseller, Software House International, Inc. The estimated fee is exclusive of any applicable tariffs, duties, or taxes. Provided that services are performed at CA's office location, there will be no travel and out of pocket expenses incurred in the performance of the services performed under this Agreement (the"project"). The period of performance is from the date of signature through December 30, 2005. Unless otherwise specified elsewhere herein, the project will usually start within two weeks after Client has notified CA that the Client's responsibilities have been satisfied. Upon completion of the project, the parties will conduct a final project closeout meeting or conference call. In this meeting, the Client and CA will determine if both parties have met all of the requirements as outlined herein. SCOPE OF ENGAGEMENT 3. CA will provide professional consultant(s) to augment internal Client staffing on a continuous work basis as agreed to by CA and Client as follows: Three (3)days of NSM report creation assistance and two (2)days of hands on knowledge transfer on NSM report creation. The Client and its staff are responsible for the management of the consultant(s) and the technical services to which they are assigned. The management, performance, and completion of the Client's engagement are the responsibility of the Client. The consultant(s) will possess skill and experience with Unicenter NSM and will provide on-site technical services in accordance with this Agreement,which services will be related to such software product(s). Consultant(s) assigned to this engagement will provide a copy of a weekly status report to the Client contact and CA. Client and CA shall mutually agree to the format of this report. Any other reporting requirements shall be mutually agreed upon by the parties. CA shall designate a resource to work with Client on all CA resource issues related to the execution of this Agreement. Client is responsible for all tasking and project management activities related to any engagement to which these resources would be assigned. BAF ID No.: 36124 1 of 592 A09 CA Initial �'�� _Client IrIkial, CLIENT ENVIRONMENT 4. The following details are provided by the Client regarding the environment and were used in the development of this Agreement: Client has a distributed network PRODUCT LICENSES 5. Client acknowledges that the Services to be performed pursuant to this Agreement will not customize or alter the value or functionality of the Software Programs licensed by Client from CA under a separate license agreement(the "Software") and no development activity will be included as part of the Services activity nor are the Services activity pursuant to this Agreement necessary for the Client to enjoy the full benefits of the Software's intended features and functions. Payment of any License Fee and/or maintenance fee due under any license for the Software between Client and CA are not contingent upon the performance by CA of the Services under this Agreement. I CONFIRM THAT I HAVE READ THE GENERAL TERMS AND CONDITIONS THAT FOLLOW. On behalf of CA On behalf of Citv of Ft Worth lent" �rSignature: Signature. Name: Is 7`e �J fJ/P t G Name: Marc A. Ott --+ Assi,tant City Title: �� ��/V A NC Title: Date: 1/ �� �! dS l Date: ®- Project No.: A110VF AS P01M All LEGALITY: Assistant C ty Attorney :tittcsted By: 1Vl Marty Hendrix Citv Secretary NO M&C REQUIRED BAF ID No.:36124 2 of 4 5KO3180056SHAMA09 CA Initial Cli nt initial _ GENERAL TERMS AND CONDITIONS CA shall perform the services as an independent contractor and neither CA nor its employees shall be deemed to be employees of the Client. 'Work Product' is defined as all items produced for Client's use, including documentation, materials, and other information provided by CA in connection with this Agreement.The parties acknowledge that the Work Product is associated with CA's proprietary software. If Client has previously licensed the CA software described in this Agreement, then Client's use of such Work Product shall be governed by the terms of the applicable software license agreement between CA and Client. No license for the CA software is granted to Client hereunder. Client agrees that it shall use the Work Product subject to the same usage and confidentiality restrictions as set forth in the applicable license agreement. CA retains all rights to the Work Product delivered hereunder and the Client acknowledges and agrees that it obtains no rights to such Work Product as a 'work made for hire'as that term is defined in Section 101 of the United States Copyright Act or any comparable provision under the laws of the State of Texas, other than the right to use the Work Product as provided herein and in any applicable license agreement. Furthermore, CA retains title to any tools used in connection with providing the services, as well as all ideas, concepts, know-how, methods and techniques developed or conceived by CA whether within or outside the scope of the services, including all modifications and derivative works of CA's proprietary software('CA Intellectual Property'). Subject to the terms of any applicable license agreement, CA grants Client a non-exclusive, royalty-free license to use such CA Intellectual Property to the extent embodied within any Work Product delivered to Client hereunder. CA will not be restricted in its ability to reassign CA personnel who have provided services hereunder for similar projects for other clients and may use any ideas, concepts, know-how and expressions embodied within the Work Product. The fee for these services will be paid through CA's Authorized Reseller, Software House International, Inc. CA warrants that it will use its best efforts to perform the services under this Agreement with employees who possess the appropriate skills to perform the services. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY CA. EXCEPT FOR DAMAGES RELATING TO THE UNAUTHORIZED USE OR DISCLOSURE BY CLIENT OF CA INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE TOTAL LIABILITY OF CA SHALL BE LIMITED TO THE AMOUNTS PAID TO CA HEREUNDER. This Agreement shall be interpreted in accordance with the laws of the State of Texas. CA and Client agree to keep confidential and not disclose to any third party any and all proprietary information of the other party disclosed to them hereunder and marked as'Confidential'or'Proprietary.' Either party, however, may make such a disclosure to its contractors who are working at such party's direction and who have signed an appropriate non- disclosure agreement. For the purposes of this Agreement, the CA Intellectual Property shall be deemed to have been marked as'Confidential' or'Proprietary.' Notwithstanding this provision, Client, as a public entity, shall not be liable for disclosure of any information it is required to disclose by operation of law, rule, regulation, or court order, regardless of CA's characterization of the information. Neither Party shall directly or indirectly solicit for hire any of the other Party's employees for a period of twelve(12) months after the most recent time such employee has performed any services pursuant to this Agreement, without the prior written permission of the employer Party. Nothing shall restrict a Party from hiring individuals that respond to public or general advertising or job fairs. As each stage of the services is completed, the mutually agreeable documents respecting that stage supersede and replace all documents respecting the prior stage, to the extent that there is any conflict or change. The prior stage's documents are valid only for the purpose of historical reference. The services provided hereunder do not include maintenance and support services for any CA software, including any software that may be customized during the performance of the services hereunder. When a need for a change to the services is identified at any time prior to or during the performance hereunder, the CA Consultant/Project Manager will complete a Change Request form.This form will describe CA's understanding of the requested change, the impact that the change has on the current services, the estimated resources and time required to implement the change, and the estimated fee due to CA for such change, if applicable. BAF ID No.: 36124 3 of 4 5KO3180056SHAMA09 CA Initial 191� Clie t— In TJ- i 37 i,. ry—..n � ri:f Client acknowledges that CA may install and use on Client's computers certain software that is the proprietary property of CA or CA's licensor. Client agrees to keep such software strictly confidential, and will not use such software for any purpose other than the delivery of the services provided hereunder. Client will not remove or destroy any proprietary markings of CA. Either party may terminate this Agreement with or without cause upon thirty (30)days prior written notice to the other. In the event of a breach of a material provision of this Agreement(including the non-payment of a valid invoice when due)which is not cured within thirty (30) days after receipt of written notice thereof, the non-breaching party may terminate this Agreement immediately. Upon any termination, Client agrees to pay CA for all services performed through date of termination, and CA agrees to provide Client with any existing Work Product for which Client has paid as of such termination date. Client shall observe all relevant import and export laws and regulations, including but not limited to the regulations of the US Department of Commerce. Subject to the provisions set forth above, this Agreement includes data that shall not be disclosed by Client and shall not be duplicated, used or disclosed, in whole or in part, for any purpose other than to perform the services under this Agreement. BAF ID No.: 3611�/2yJ4 4 of 4 5KO3180056SHAMA09 JP'J1 CA Initial p� C L j; 'u" Client Initial .J •r Ih�.G�� �i$i: