HomeMy WebLinkAboutContract 32468 C ��C "iT Y SFCRETAR`
D11orJTRACT NO.
LJU.-100 =_7 =_7 =Z= =_7
ARV
INCORPORATED-
16308 Orange Avenue, Paramount, Ca. 90723-4882
562-6344170 Fax 562-634-0993 800-327-9337
AGREEMENT FOR S1IVE1,,1310
This agreement between INPUT SYSTEMS, INCORPORATED,the SUPPLIER, herein after referred to as I.S.I.and the
CITY OF FORT WORTH,TEXAS , herein after referred to as the CUSTOMER, APPENDIX'A', SIVEUVOCHARGES FOR
THE PER/OD OF OCTOBER 1, 2005 THROUGH SEPTEMBER 30, 2006; APPENDIX B, SMWISO 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. ./91r/s/;1le SOFTWARE PROVIDED
I.S.I.agrees to provide to the CUSTOMER SIPE/;Re SOFTWARE MODULES detailed below.
Master File Record(M.F.R.)— ESTABLISHMENT TRACKING'MODULE
Daily Activity Report(D.A.R.)-- 'T/MEACCOUNT/NG'MODULE
AUTOMATED FIELD INSPECTION SYSTEM'
A/R-- 'BIL LING-ACCOUNTSRECEIVABLE-PERM]TTING'MODULE
THE`RFS/CS REQUEST FOR SERVICE/COMPLAINT SYSTEM'
THE`CARD REGISTRATION'SYSTEM
A CHARGES
The CHARGES for SIIEZ71e 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, S917,W150 and are based upon the CURRENT CHARGES FOR THE
PERIOD OF OCTOBER 1, 2005 THROUGH SEPTEMBER 30, 2006.
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.
lll. 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 otherwise enhance,or change,NIVG115/!e whenever necessary
or appropriate to the proper utilization of the system
AGREEMENT FOR SI PL'/'/1,e
Page I of 8 1NIT4 SNIT
ENVIRONMENTAL HEALTH DATA MANAGEMENT SOLUTIONS
IV. TRAINING AND SUPPORT
I.S.I.will provide ongoing on-site installation,assistance,and training on.f717;/3 50. 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 telephone line access and a modem capable of allowing I.S.I.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 will 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 firstweek 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.
/71TG/12e provided to the CUSTOMER is the property of I.S.I. and is not for sale. INDIVIDUAL MODULES
PROVIDED AS A PART OF N117221,e CONTAIN 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.L'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 itto 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,7175757W, 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.
AGREEMENT FOR S71'F/i/!1' �,j
Page 2 of 8 /NI71���+� J4�-lNIT
VIII. REPRESENTA TIONS
This agreement, APPENDIX A, AlIZEMe CHARGES FOR THE PERIOD OF OCTOBER 9, 2005 THROUGH
SEPTEMBER 30, 2006,•and APPENDIX B, SIMS'e SITE LICENSE AGREEMENT;•sha//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 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 PRICEADJUSTMENT
I.S.I. reserves the right to modify or change SIIM/s/!1`§'prices on an annual basis. CUSTOMERS will receive
written notice of I.S.L'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. WAIVEROFSOVEREIGNIMMUNITY
I.S.I.and the City hereby agree that this Agreementdoes 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.
AGREEMENT FOR.111EE/V
Page 3 of 8 1N/T�%&�IN/T (4E
XIV. GOVERNING LA WAND 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.
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.
XVIII. 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
AGREEMENT FOR S7P/sE/!1'® -J
Page 4 of 8 INIT /NIT OV_
to the other that any necessary resolutions extending such authority have been duly passed and are now in full
force and effect.
XIX. TERM ofAGREEMENT
This agreement is in effect when all parties have signed and is valid for THE PERIOD OF OCTOBER 1, 2005
THROUGH SEPTEMBER 30,2006.This agreementis renewable fortwo additional years 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.
BYSIGNING THISAGREEMENT, YOUACKNOWLEDGE THA T YOU HA VEREAD THISAGREEMENT,APPENDIX
A: 311W/sRe CHARGES, APPENDIX B: S117:G/0,e SITELICENSEAGREEMENT,andAPPENDIXC:ADDITIONAL
AGREEMENTS, UNDERSTAND THEM,ANDAGREE TOBEBOUND BY THE TERMSAND CONDITIONSOF 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
i
BY- BY: '
Harley D. k, resi ent Joe Pania a, s ist Ci y Manager
[7
`� _ 7_os
Date: �--�—lJS Date:
APPROVED AS TO FORM WITNESS:
r . /-,— � . f
NAME:
TITLE:
ATTEST: CORPORATE SEAL:
Marty Hendrix, CiNtSecretary
NO M&C REQUIRE
AGREEMENT FOR 51173/i/!e
Page 5 of 8 /NIT 4WA% /N/T
APPENDIXA: SIITE/!1' CHARGES
CITY OF FORT WORTH, TEXAS
S117sE11,e
FISCAL YEAR CHARGES FOR
OCTOBER >, 2005-SEPTEMBER 30,2006
The ANNUAL CHARGES for,017iE'R 'are 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 $30.00 PER MONTH.
The charge for each INVENTORY ITEM MAINTAINED in the system is $.30 PER MONTH.
The APPROXIMATE ANNUAL charges for.VUE/;/50 are based on the following counts from current operations.
SWEETS'ANNUAL CHARGES FOR CITY OF FORT WORTH,TEXAS
14 ACTIVE EMPLOYEES MAINTAINED IN SIIBEW
@$30.00 ea/mo. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $420.00
5,381 ACTIVE INVENTORIES MAINTAINED IN SIMPe
@$.30 ea/mo. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,614.30
MONTHLY COST . . . . . . . . . . . . . . . $ 2,034.30
ANNUAL COST: . . . . . . . . . . . . . . $24,411.60
THE ABOVE CHARGES ARE APPROXIMATIONS BASED ON THE COUNTS SHOWN.
ACTUAL CHARGES ARE BASED ON THEACTUAL COUNTS PROVIDED BY THE
CUSTOMER FOR THE CURRENT BILLING PERIOD.
APPENDIX A: 07EIV CHARGES
AGREEMENT FOR.171ZE/K®
Page 6 of 8 /N/T-"7n/lT
//ZrAW
AW
INCORPORATED
16308 Orange Avenue, Paramount, Ca. 90723-4882
562-634-1170 Fax 562-634-0993 800-327-9337
'RIFE
SITE L/CENSE AGREEMENT--APPENDIX 'B'
IMPORTANT.• READ THIS L ICENSE A GREEMEN T CAREFULL Y
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 SIITC/'.e.
This is a LICENSE AGREEMENT and NOT an agreement for sale. INPUT SYSTEMS, INCORPORATED,owns
SIYL'/s/!1 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
.17PF,C/'eand 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 MPC/;/'.e.
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 J911TERI 'will 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 . IT1,112ewill 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.
SI105/1,e 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' MIT.'W:1'-SITE LICENSE AGREEMENT 10
Page 7 of 8 IN/T-"7)VIT
ENVIRONMENTAL HEALTH DATA MANAGEMENT SOLUTIONS
APPEND/X& S/TEL/CENSE S1 TE L/CENSEAGREEMENT
NUMBER OFMACH/NESTHATSI1'/sIVIV MAYBEINSTALLEDON.•
MIZZ'1 0licensed under this Agreement authorizes the CUSTOMER to use NII'FTReON 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 S11ZZ703*'.
PERMISSION TO COPY LICENSED PROGRAMS.-
No
ROGRAMS.No right to print or copy, in whole or in part, S117575/12e 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 SIPCE/'r.
The original,and any copies of SIPEEW 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
AlIEZ,11"Wo. You may not rent,disclose, publish, sell,assign, lease,sub-license, market,or transfer NII'/MMe 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 NII'/;/71,e.
PROTECTION AND SECURITY
The CUSTOMER agrees NOT to provide or otherwise make available any portion of SIIEWIV 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 OFA GREEMENT
The TERM OF THIS AGREEMENT is referenced in and stipulated by'THE AGREEMENTFORS1IZZ71'e, which is a
part of this 'SITELICENSEAGREEMENT'
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
BYS/GN/NG TH/S A SEMEN , UACK WLEDGE THAT YOU HAVE READ THISAGREEMENT, UNDERSTAND
IT,AND AGREE TO E BOU D BY TS TE SAND CONDITIONS.
ZJ_e:V_ �O/-?zo_�
CITY OFF O T T ERAS D to
APPENDIX 'B' SITE LICENSE AGREEMENT
Page 8 of 8