HomeMy WebLinkAboutContract 32137 CITY R C T NO. r7
CONTRACT 4�(}. r
Selectron Technologies, Inc.
SOFTWARE LICENSE AGREEMENT
This Selectron Technologies, Inc. ("Company") photographs, animations, video, audio, music, and text
Software License Agreement ("SLA") is a legal incorporated into the Software), accompanying printed
agreement between the City of Fort Worth, Texas materials, and any copies Customer is permitted to
("Customer")and Company for the software provided to make herein are owned by Company or its suppliers
Customer by Company, which includes computer and are protected by United States copyright laws and
software and associated media and printed materials, international treaty provisions. Therefore, Customer
and may include "online" or electronic documentation must treat the Software like any other copyrighted
("Software"). By signing below, and/or by installing, material (e.g., a book or musical recording) except that
copying, or otherwise using the Software, Customer Customer may either (a) make one copy of the
agrees to be bound by the terms of this SLA. Software solely for backup or archival purposes, or (b)
transfer the Software to a single hard disk, provided
1. Grant of License. Customer keeps the original solely for backup or
Subject to the terms of this SLA, Company grants to archival purposes. Customer may not copy the printed
Customer, as the only end-user, a non-exclusive, non- materials accompanying the Software without
transferable (except as specifically set forth herein), Company's prior written approval.
non-assignable, limited license (the "License") to install
the Software for which Customer has paid a license 4. Dual-Media Software.
fee. The License entitles Customer to use the Software Customer may receive the Software in more than one
at its principal place of business on a single computer medium. Regardless of the type or size of media
or as specifically identified in the Professional Services Customer receives, Customer may use only the single
Agreement, solely for Customer's internal business medium that is appropriate for Customer's single
use. Except as otherwise notified by Company, the computer. Customer may not use or install the other
Software may not be used in connection with any media on another computer. Customer may not loan,
software not acquired from Company specifically for rent, lease, or otherwise transfer the other media to
use with the Software. another user, except as part of the permanent transfer
of the Software.
2. Other Rights And Limitations.
Customer may not rent, lease, distribute, sell, assign, 5. Export Restrictions.
pledge, sublicense, loan, timeshare or otherwise use The Software is subject to the export control laws of the
the Software for the Commercial benefit of third parties, United States and other countries. Customer may not
but Customer may transfer the Software on a export or re-export the Software without the appropriate
permanent basis, provided Customer retains no copies United States and foreign government licenses.
and the recipient expressly agrees in writing to the Customer must otherwise comply with all applicable
terms of this SLA. export control laws and shall defend, indemnify and
hold Company and all its suppliers not liable from any
Limitation on Reverse Engineering, Decompilation, claims arising out of Customer's violation of such
and Disassembly. Customer may not reverse export control laws. Customer further agrees to comply
engineer, decompile, translate, or disassemble the with the United States Foreign Corrupt Practices Act,
Software, except and only to the extent that applicable as amended.
law notwithstanding this limitation expressly permits
such activity. 6. Limited Warranty.
Company warrants that the Software will perform
Other Use Restrictions. Customer may not use the substantially in accordance with the accompanying
Software for any purpose other than for use on documentation for a period of one year from the date of
Customer's own internal computer networks, as set the Second Invoice, as that term is defined in the
forth in this SLA, or make copies of the software, other Professional Services Agreement, Ex. A. Any changes
than a single copy of the Software in machine-readable or modifications to the Software by any person other
format solely for backup or archival purposes. than Company voids this limited warranty.
Notice to Users. Customer shall inform all users of the THE EXPRESS WARRANTY SET FORTH ABOVE IS IN LIEU OF
Software of all terms and conditions of the SLA. ALL OTHER WARRANTIES, EXPRESS,IMPLIED OR STATUTORY,
ARISING FROM OR RELATED TO THIS AGREEMENT AND ANY
SOFTWARE PROVIDED HEREUNDER, INCLUDING, BUT NOT
$. Copyright. LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
The Software is licensed, not sold. Title and copyrights FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
in and to the Software(including any images, "applets," INFRINGEMENT OF THIRD PARTY RIGHTS. CUSTOMER
ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES
Revised 1/02 [
.,CIT sig
OTHER THAN THE EXPRESS WARRANTIES IN THIS by installing PC-Anywhere, ControllT, or other industry
AGREEMENT. This warranty disclaimer Is made standard remote access software. It may also be
regardless of whether Company knows or had a reason provided through a customer solution such as VPN
to know of Customer's particular needs. No employee, access. Regardless of what method is used to provide
agent, dealer or distributor of Company's is authorized remote access, or who provides remote access
to modify this limited warranty, or make any additional software, it is the Customer's responsibility to ensure
warranties. that the remote access method meets Customer's
security requirements. Company makes no
7. Customer Remedies. representations or warranties to Customer regarding
Company and its suppliers entire liability and the remote access software's ability to meet
Customer's exclusive remedy for breach of this limited Customer's security or privacy needs. Company also
warranty shall be, at Company's option, either (a) makes no recommendation for any specific package or
comply with the Agreement (b) return of the price paid approach with regard to security. Customer is solely
for the Software, or (c) replacement of the Software. responsible for ensuring a secure network environment.
The foregoing warranty is void if failure of the Software
results from accident, abuse, or misapplication. Any 9. U.S.Government End Users.
replacement Software will be warranted for the The Software is a "commercial item", as that term is
remainder of the original warranty period or thirty (30) defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of
days, whichever is longer. Outside the United States, "commercial computer software" and "commercial
neither these remedies nor any product support computer software documentation", as such terms are
services offered by Company are available without used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with
proof of purchase from an authorized non-U.S. source. 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through
227.7202-4 (June 1995), the Software is licensed to
TO THE MAXIMUM EXTENT PERMITTED BY any U.S. Government End Users (i) only as a
APPLICABLE LAW, IN NO EVENT WILL COMPANY commercial end item and (ii) with only those rights as
BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, are granted to all other end users pursuant to the terms
EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, and conditions herein. Manufacturer is Selectron
INCLUDING ANY LOST DATA AND LOST PROFITS, Technologies, Inc., 7405 SW Tech Center Drive, Suite
ARISING FROM OR RELATING TO THIS SLA. 140, Portland, Oregon 97223, USA.
COMPANY'S TOTAL CUMULATIVE LIABILITY IN
CONNECTION WITH THIS SLA AND THE 10. Supports and Maintenance.
SOFTWARE, WHETHER IN CONTRACT OR TORT Customer may purchase Support and Maintenance by
OR OTHERWISE, WILL NOT EXCEED THE AMOUNT entering into a separate Support and Maintenance
OF LICENSE FEES PAID TO COMPANY Agreement.
HEREUNDER. CUSTOMER ACKNOWLEDGES THAT
THE LICENSE FEES REFLECT THE ALLOCATION 11. Governing Law.
OF RISK SET FORTH IN THIS SLA AND THAT This Agreement will be governed by the laws of the
COMPANY WOULD NOT ENTER INTO THIS SLA State of Texas. The United Nations Convention on
WITHOUT THESE LIMITATIONS ON ITS LIABILITY. Contracts for the International Sale of Goods does not
apply to this Agreement. Any action or proceeding
8. Network Security Disclaimer arising from or relating to this Agreement must be
brought in the federal or state court located in Tarrant
8.1 Internet Security. Company's products may County, Texas.
include software that connects to the Internet. The
software is designed to operate within Customers 12. Terms And Termination.
secure network environment. Specifically the software This SLA shall be in effect as of the date of signed by
relies fully on the Customer's security measures and both parties and shall continue until completion, unless
implements no further security infrastructure. Company terminated earlier upon agreement by the parties.
makes no representations or warranties to Customer Customer may terminate this SLA at any time by
regarding any 3rd party technologies or service's ability returning or deleting all copies of the Software in
to meet Customer's security or privacy needs. This Customer's possession and providing Company written
includes but is not limited to operating systems, notice that Customer has done so. (No refund will be
database management systems, web servers, and provided upon such termination). Company may
payment processing services. Customer is solely terminate this SLA(and Customer's right to continue to
responsible for ensuring a secure network environment. use the Software hereunder) immediately upon written
notice if Customer breaches a material term or
condition of this SLA, including Customers failure to
pay fees when due. Sections 3, 5, 6, 7, 8, 10, 11, 12,
8.2 Remote Access Security. 13 and 14 shall survive any termination of this SLA.
In order to enable development, customer support, and
maintenance of the system, Company requires remote 13. Confidentiality.
access capability. Remote access is normally provided
Revised 1/02 ITf �f-MYQ,� Y
f1. OUR EXE
The Software contains trade secrets and proprietary notwithstanding the unenforceability of any provision in
know-how that belong to Company and is being made Section 6.
available to Customer in strict confidence. ANY USE
OR DISCLOSURE OF THE SOFTWARE, OR OF ITS Entire Agreement.
ALGORITHMS, PROTOCOLS OR INTERFACES, This SLA constitutes the entire agreement between the
OTHER THAN IN STRICT ACCORDANCE WITH THIS parties regarding the subject hereof and supersedes all
SLA, IS STRICTLY PROHIBITED AND IS prior or contemporaneous agreements,
ACTIONABLE AS A VIOLATION OF COMPANY'S understandings, and communication,whether written or
TRADE SECRETS. oral. This SLA may be amended only by a written
document signed by both parties. The terms on any
14. Miscellaneous. purchase order or similar document submitted by
Customer to Company will have no effect.
Severability. Contact Information.
If any provision of this SLA is unenforceable, such Should Customer have any questions concerning this
provision will be changed and interpreted to accomplish SLA, or if Customer desires to contact Selectron
the objectives of such provision to the greatest extent Technologies, Inc.for any reason, please contact us at:
possible under applicable law and the remaining Selectron Technologies, Inc., 7405 SW Tech Center
provisions will continue in full force and effect. Without Drive, Suite 140, Portland, Oregon 97223, USA,
limiting the generality of the foregoing, Customer www.selectrontechnolgies.com.
agrees that Section 7 will remain in effect
Company: Selectron Technologies, Inc. Customer: C)A
By: Todd A.John on By:
Signed: Signed:
Title: Presiden Title: i 5 t "CL � _
Date: u&Sr Date:�� $ Q
Address: 7405 SW Tech Center Drive,Suite 140 Address: G'0Cl ( FYI - "-to vim'^
Portland,Oregon 97223 't o�V� 7L2 f C7�
tiPPROVED AS TO
FORM AND EGALITY:
WUWI�l err
ASSISTANT CITY ATTORNEY
Attested By:
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Marty Hendr
City Secretary
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Contract author aatiolR a
Revised I/02 Date OR RuffiQY
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/5/2005
DATE: Tuesday, July 05, 2005
LOG NAME: 061RVUPGRADE REFERENCE NO.: P-10187
SUBJECT:
Authorize the Execution of a Contract for the Purchase of Upgrade Package from Selectron,
Incorporated, for the Interactive Voice Response System for the Development Department
RECOMMENDATION:
It is recommended that the City Council authorize the purchase of an upgrade to the Interactive Voice
Response (IVR) system for the Development Department from Selectron, Incorporated, for the amount of
$91,320.
DISCUSSION:
The purpose of this contract is to upgrade the current Development IVR system. The current system has
been in place since late 1999 and has become unreliable. Changes are needed in order to address security
and reliability issues. The upgrade will include software and hardware improvements and additional
benefits to the customers.
The current IVR system allows contractors to call into the system to schedule inspections, obtain results of
inspections and determine the status of submitted construction plans. The upgrade will provide
enhancements to include the following:
1. The VoicePermits system will make outbound calls to contractors as soon as the inspection results
have been posted to the permitting database. The contractor will hear the permit number and inspection
type and whether the inspection passed or failed and any messages left by the inspector through the IVR
system. If the permit has failed, the reason for the failure will be provided;
2. An automatic phone call will be placed to the inspector or plan reviewer by this system to allow the
contractor to discuss the inspection results or plan review status; and
3. An automatic fax notification process will be provided. It will notify contractors when their new permits
have been issued.
This system was selected as part of a sole source procurement because it is the only product available to
provide upgrades to the current system and improvements to the existing equipment.
M/WBE - A waiver of the M/WBE requirement for subcontracting goals was requested by the Purchasing
Division and approved by the M/WBE office because the purchase of the products and services is from a
source where subcontracting or supplier opportunities are negligible.
Logname: 061RVUPGRADE Page 1 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating Budget, as appropriated, of
the General Fund.
BQN\\
TO Fund/Account/Centers FROM Fund/Account/C enters
GG01 521010 0061000 $50,000.00
GG01 521010 0063000 $41,320.00
Submitted for City Manager's Office by: Dale A. Fisseler (6266)
Originating Department Head: Bob Riley (8901)
Additional Information Contact: Bob Riley (8901)
Logname: 06IRVUPGRADE Page 2 of 2