HomeMy WebLinkAboutContract 46259 CITY SECRETAW
CONTRACT NQ.
FORT WORTH
CITY OF FORT WORTH
SOFTWARE SUBLICENSE AGREEMENT
This SOFTWARE SUBLICENSE AGREEMENT (this "Agreement") is entered into by and between
the CITY OF FORT WORTH, TEXAS (the "City" or"Sub-Licensor"), a Texas home rule municipal
corporation, with its principal place of business at 1000 Throckmorton Street, Fort Worth, Texas 76102,
and WINSTON SERVICES("Sub-Licensee"),entered into as of the last date signed below.
RECITALS:
WHEREAS, The City has entered into an agreement with Accela, Inc., ("CSC No. 42877, as
amended) for the use of Accela Mobile Office User Software (the "Software") for the purpose of
recordation of information pertaining to inspections performed;and
WHEREAS, CSC No. 42877 authorizes the City to allow third party use of the Software as long
as such use benefits the City; and
WHEREAS,the City has entered into an agreement with Sub-licensee (CSC No. 36920) for the
purpose of providing plan review and/or field inspections(the"Third Party Agreement");and
WHEREAS,the City is willing to provide the Software to the Sub-licensee under the terms and
conditions set forth below; and
WHEREAS,the City makes no warranty, representation or guaranty as to the content, sequence,
accuracy, timeliness or completeness of all or any part of the Software. The Sub-Licensee set forth below
should not rely on the accuracy of the Software provided for any reason;
NOW THEREFORE, for the mutual promises and covenants set forth herein, the Sub-Licensor
and Sub-Licensee hereby agree as follows:
1. GRANT OF SUBLICENSE — Pursuant to CSC No. 42877, applicable provisions of which are
hereby incorporated into this Agreement by reference, the City hereby grants the Sub-Licensee a limited,
non-exclusive, non-transferrable, perpetual right to use the Software. Such use shall be restricted for the
Sub-Licensee's internal business purposes only in fulfilling its obligations to provide services to the City in
accordance with the Third Party Agreement. Sub-Licensee shall not create derivative works, or distribute,
license, sublicense, sell, lease, assign, or otherwise transfer the Software to any third party. Configuration
changes necessary to implement the Software in the Sub-Licensee's environment(s)shall not be considered
derivative works.
2. OWNERSHIP- Title to and ownership of the Software(and all copies and portions thereof)and
all applicable rights to patents, copyrights, trademarks, trade secrets and other intellectual property in the
Software and derivative works, is permanently and irrevocably vested in the Accela,Inc., and shall remain
with Accela, Inc., notwithstanding the delivery of copies to and use of Software by the Sub-Licensee
pursuant to this Agreement.
3. FEE — Sub-Licensee shall pay City a fee in the amount of$20,890.50 ($10,445.25 per five-user
license pack, two five-user license packs total) for use of the Software ("License Fee") within thirty (30)
days of execution of this Agreement. Sub-Licensee shall also pay the City an initial maintenance fee for the
City of Fort Worth Software Sub-License Agreement OFFICIAL RECORD
Winston Services
Page 1 of 3 CITY SECRETARY
FT. !NORTH' TX RECEIVED DEC 16 PM
Software of$4,398 and an annual maintenance fee calculated as 20%of the base price of the software with
annual increases in line with those of the permitting system,for as long as this Agreement is in effect.
4. WARRANTY — UNLESS OTHERWISE PROVIDED HEREIN, THE CITY PROVIDES THE
SOFTWARE TO THE SUB-LICENSEE "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
FURTHERMORE, CITY DOES NOT WARRANT THAT THE SOFTWARE WILL BE
UNINTERRUPTED, ACCURATE, COMPLETE OR ERROR-FREE. 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 by Accela, Inc., such use is materially adversely restricted, City shall, as Sub-Licensee's sole
remedy, and at the City's option either: (a) procure the right from Accela for Sub-Licensee to continue to
use the Software;or(b)request modification of the Software by Accela to make it non-infringing,provided
that such modification does not materially adversely affect Sub-Licensee's authorized use of the Software;
or(c)terminate this Agreement and refund to Sub-Licensee the payments actually made to City under this
Agreement.
5. LIMITATION OF LIABILITY — THE CITY ASSUMES NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INACCURACIES IN THE SOFTWARE OR ANY DAMAGES CAUSED
BY SUCH ERRORS,OMISSIONS OR INACCURAIES REGARDLESS OF HOW CAUSED. THE CITY
ASSUMES NO LIABILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN OR NOT TAKEN
BY THE SUB-LICENSEE IN RELIANCE UPON THE SOFTWARE. SUB-LICENSEE BEARS SOLE
RESONSIBILITY FOR ITS USE OF THE SOFTWARE IN ALL RESPECTS. USE OF THE
SOFTWARE INDICATES SUB-LICENSEE'S UNCONDITIONAL ACCEPTANCE OF ALL RISKS
ASSOCIATED WITH THE USE OF THE SOFTWARE. SUBLICENSEE SHALL HAVE NO RIGHTS
OF INDEMNIFICATION OF ANY KIND FROM SUBLICENSOR.
6. TERMINATION—The City shall have the right to terminate Sub-Licensee's use of the Software
immediately in the event Sub-Licensee violates the terms of this Agreement.
7. CONFIDENTIALITY — Sub-Licensee agrees that the Software constitutes confidential
information of the City and/or Accela,Inc. Sub-Licensee agrees to hold such information in confidence and
to take all reasonable precautions necessary to protect the confidentiality of such information. Sub-Licensee
further agrees not to disclose, provide or otherwise make available such information in any form to any
person other than to Sub-Licensee's own employees, and only as necessary for the performance of job
duties of such employees.
8. GOVERNING LAW / VENUE —This Agreement shall be governed by the laws of the United
States and the laws of the state of Texas. Venue for any claim or action arising under this Agreement shall
be in the State courts of Tarrant County, Texas or the district courts of the Northern District of Texas-Fort
Worth Division.
9. SEVERABILITY - In case any one or more of the provisions contained in this Agreement will
for any reason be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, in any
respect,such invalidity, illegality or unenforceability will not affect any other provision of this Agreement,
and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been
contained herein,and all other provisions hereof will be and remain unimpaired and in full force and effect.
10. RIGHT TO AUDIT — Sub-Licensee agrees that the City shall, during and until three (3) years
after expiration or termination of this Agreement, have access to, and the right to examine, during Sub-
Licensee's normal business hours, any directly pertinent books, documents, papers and records, whether
hard copy or electronic, of the Sub-Licensee involving transactions related to this Agreement to determine
compliance with this Agreement at no additional cost to the City. The City shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. The
City shall give Licensee reasonable advance notice of intended audits, but not less than ten (10) days
notice.
City of Fort Worth Software Sub-License Agreement
Winston Services
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[Signatures Below]
ACCEPTED AND AGREED:
CITY OF FORT WORTH: WINSTON SERVICES:
SUB-LICENSOR: SUB-LICENESEE:
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OFFICIAL RECORD
CITY SECRETARY
City of Fort Worth Software Sub-License Agreement r T• WORTH, TX
Winston Services A
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M&C Review Page 1 of 2
Official site of the City of Fort Worth, Texas
CITY COUNCILAGENDA FoR H
COUNCIL ACTION: Approved on 10/1412014 -Ordinance No. 21494-10-2014
REFERENCE ** 063RD PARTY AMO
DATE: 10/14/2014 NO.: C-27027 LOG NAME: LICENSES-AMENDMENT 4
TO CSC42877
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Adopt Appropriation Ordinance Increasing Receipts and Appropriations in the General
Fund in the Amount of$50,577.00 for the Purpose of Authorizing Execution of Amendment
No. 4 to City Secretary Contract No. 42877 with Accela, Inc., for the Purchase of
Automation Mobile Office Licenses for Sublicense to Third Party Inspection Services Firms,
Authorize Sublicense Agreements with Various Third Party Inspection Services Firms and
Authorize the Planning and Development Department to Accept Reimbursement from
Those Firms (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the General Fund in the amount of$50,577.00.
2. Authorize Amendment No. 4 to City Secretary Contract No. 42877 with Accela, Inc., in the amount
of$50,577.00 for the purchase of automated mobile licenses for third party inspection services firms.
3. Authorize sublicense Agreements with various third party inspection firms and authorize the
Planning and Development Department to accept reimbursement from those firms.
DISCUSSION:
The contract recommended by this Mayor and Council Communication is for the purchase of 20
additional licenses to the existing Mobile Office module of the Automation permitting system. These
licenses will be leased back to existing Third Party Firms resulting in no end cost to the City after
reimbursement. Providing these licenses will give third party inspection services firms a faster, more
reliable method for connecting to the City's permitting system that will help to facilitate the expeditious
collection of inspection data, ultimately giving customers more timely information.
To fund this purchase, Staff is requesting a Fiscal Year 2015 appropriation in the amount of
$50,577.00 to cover these costs until the City is reimbursed in full within 30 days of execution of the
sublicense agreement by the third party inspection services firms. The third party inspection services
firms will continue to reimburse the City annually for the maintenance costs of these additional 20
licenses.
PRICE ANALYSIS—Accela Inc., has proposed a cost of$50,577.00 to include all 20 licenses and the
first year of maintenance. Staff has reviewed this price and determined it to be fair and reasonable
for the product proposed.
RENEWAL OPTIONS—The maintenance may be renewed for up to two additional one-year terms by
mutual Agreement of the parties. 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. The pricing for maintenance for each year will increase by five percent per year from
the current maintenance charge of$8,796. This amount will be reimbursed to the City each year by
the third party inspection services firms.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=20348&council... 12/10/2014
M&C Review Page 2 of 2
M/WBE Office -A waiver of the goal of M/WBE subcontracting requirements was requested by the
Planning and Development Department and approved by the M/WBE Office because the purchase of
goods and services is from sources where subcontracting or supplier opportunities are negligible.
This contract will include ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above
recommendations, funds will be available as appropriated, of the General Fund. The Planning and
Development Department is responsible for the collection and deposit of funds due to the City.
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 539120 0062030 $50.577.00 GG01 539120 0062030 $50.577.00
GG01 467050 0062030 $50,577.00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Randle Harwood (6101)
Additional Information Contact: Allison Gray (8030)
ATTACHMENTS
AO - 06AMENDMENT 4 TO CSC42877 - 3RD PARTY AMO LICENSES.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=20348&council... 12/10/2014