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HomeMy WebLinkAboutResolution - 6251 - Contract - Decade Software Company - Software, Environmental Inspections - 04/08/1999Resolution No. 6251 Item No. 27 RESOLUTION April 8, 1999 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a contract for software to be used for Environmental Inspections, by and between the City of Lubbock and Decade Software Company. Said contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 8th day of _April 1999. Ae— '*INDY ktT6N, MAYOR ATTEST: Darnell City APPROVED AS TO CONTENT: Sharlett �Choning, Information Technology Manager APPROVED AS TO FORM: 4& William de Haas Competition and Contracts Manager/Attorney Uccdocs/DecadeSoftware.Res March 29, 1999 i Resolution No. 6251 item No. 27 April 8, 1999 SOFTWARE LICENSE AND SUPPORT AGREEMENT THIS AGREEMENT is made by and between the City of Lubbock located in Lubbock, Texas (hereinafter referred to as the "City") and Decade Software Company, 4201 West Shaw, #102, Fresno, California 93722 (hereinafter referred to as "DECADE"). WHEREAS, the Environmental Inspection System have issued a Request for Proposal (RFP# 98168) for Environmental Inspection Software, and; WHEREAS, the proposal submitted by DECADE, has been selected as the best proposal, and; WHEREAS, the City and DECADE, desire to enter into this agreement (hereinafter known as "Agreement") with regard to the proposal to provide the software solicited by Request for Proposals No. 98168, and; WHEREAS, DECADE's response to RFP# 98168 (hereinafter known as "RFP Response") is to be considered an addendum to this Agreement as if fully copied therein and made a part hereof by reference, except where it conflicts with this Agreement, wherein this Agreement shall take precedence, and; WHEREAS, the City has reviewed the RFP Response and has concluded that Envision for Windows as modified by this Agreement conforms to the expectations defined in RFP#98168; NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and DECADE agree as follows: ARTICLE I — LICENSE A. Schedule 1 of this Agreement contains a list of the software applications referred to as Envision for Windows (hereinafter referred to as "Software"). The Software includes computer programs, in object form, and all related documentation and materials, and all modifications made hereafter, in whole or in part. B. DECADE grants to the City a non-exclusive, perpetual (subject to Article VI) non -transferable license to use the Software on City owned computers. The Software is owned and copyrighted by DECADE, and the City will have no rights other than the license use rights granted in this Agreement. Software License Agreement City of Lubbock and Decade Software Company C. The City agrees to not allow access to the Software to any third party without written permission from DECADE. ARTICLE 11— TERM, FEES AND PAYMENTS A. Prices for each year are defined in Schedule 3. B. The price for year six (6) and beyond may increase in an amount not to exceed (5) five percent of the previous year cost C. The City shall pay DECADE the fees specified in Schedule 3. All fees are payable within 30 days of the milestones as outlined in Schedule 3. D. The City is tax exempt and will provide a tax exemption certificate upon request. E. Charges for any additional services will be negotiated on a case by case basis. F. Schedule 1 contains the City volume ranges used by DECADE to calculate the initial license and support fee. The City warrants that the volumes are as accurate as can be estimated. G. The month and day the Software is put into production shall determine the anniversary date (hereinafter "Anniversary Date"). H. The City will allow DECADE to log onto the City's system at least once per year approximately ninety (90) days prior to the Anniversary Date to check the volumes. I. DECADE will assess and the City agrees to pay a late charge of one and one-half percent (1 'h%) per month, or the highest amount allowed by law, for each month a payment is thirty (30) days past due. DECADE, at its option, can refuse to provide service if there are unpaid fees. ARTICLE III — NON -DISCLOSURE A. Subject to the other paragraphs in this Article, the City agrees that the Software shall be held in confidence by the City and shall not be disclosed to others, except as required by the Texas Public Information Act. B. The City may copy, in whole or in part, any printed material relative to the Software which may be provided by DECADE under this Agreement. Additional copies provided by DECADE will be billed to the City at DECADE's standard rates. Software License Agreement City of Lubbock and Decade Software Company 2 C. Any Software provided by DECADE in machine-readable form may be copied by the City for use by the City to the extent necessary for archive or emergency restart purposes, to replace a wom copy, or to build interfaces to the Software. D. The City agrees to keep the original and any copies of the Software at the City's location, except that a machine-readable copy of the Software may be kept for archive or emergency restart purposes only, at another facility. ARTICLE IV— WARRANTIES A. DECADE represents that it has the right to license the Software to the City as provided in ARTICLE I. B. DECADE will defend, at its own expense, any action brought against the City to the extent that it is based on a claim that the Software supplied by DECADE infringes a United States patent or copyright, and DECADE will pay those costs and damages finally awarded against the City in any such action which is attributable to any such claim, but such defense and payments are conditioned on the following: (1) that DECADE shall be promptly notified in writing by the City following its receipt of any such claim; (2) should the Software become, or in DECADE's opinion is likely to become, the subject of a claim of infringement of a United States patent or copyright, then the City shall permit DECADE at its option and expense either to (A) procure for the City a license to use the Software; (B) modify the Software so that it becomes non -infringing; or (C) procure for the City a credit for the Software and accept its return. DECADE shall have no liability to the City under any provision of this clause with respect to any claim of patent or copyright infringement which is based on the City's unauthorized use or combination of the Software with software or data not supplied by DECADE. C. The warranty period for each module shall remain in effect for the duration of this Agreement as long as payments are kept current. D. In the event that the City encounters an error and/or malfunction whereby the Software does not conform to the description in the RFP Response (hereinafter known as "Defect"), DECADE will respond as follows: 1. In the event that there exists a Defect, DECADE will take such steps as are required to correct the Defect within 30 days of notification. 2. In the event that, in the mutual and reasonable opinion of DECADE and the City, the Defect does not constitute a serious impediment to the normal intended use of the Software, DECADE will, at no cost to the City, correct the error and distribute the correction to the City in accordance with DECADE's normal Software revision schedule. Software License Agreement City of Lubbock and Decade Software Company ARTICLE V — INSTALLATION, MAINTENANCE AND SUPPORT A. Both parties shall mutually agree upon the installation date of the Software. DECADE will deliver the Software and the materials listed in Schedule 2 prior to that date. B. In the event that the City encounters a Defect in the Software, it shall communicate the circumstances and any supporting information to DECADE. Upon receipt DECADE will respond as defined in Article IV, Section D. C. The Software paid-up license and support fee includes maintenance without charge. DECADE will provide Software maintenance, which includes bug fixes, and any other required modifications to keep the Software in conformance with the specifications contained in the RFP Response. DECADE will correct any error or malfunction in the Software which prevents it from operating in conformance with the RFP Response, or DECADE will provide a commercially reasonable altemative that will conform to the specifications. D. DECADE will provide telephone support via a toll free number for the City "How to's" or problem resolution. Problem resolution could involve logging into the City's system through the Internet or a modem. Decade will respond within 2 hours of the support request. Response shall be in the form of a call back or logging onto the City's system. This support will be provided during regular business hours of 8:00 A.M. to 5:00 P.M. Central Time. During the 60 days immediately following the Software being put into production the hours of telephone support will be extended to 8:OOA.M. to 7:OOP.M. Central Time. E. If the City's system is inoperable due to a reproducible error or malfunction, and the City is using the current release of the Software, DECADE will provide continuous effort to correct the error or malfunction. Continuous effort by DECADE will include initiating a problem resolution team who will be assigned the task of correcting the error or malfunction. Work on resolution of the problem will be their sole responsibility until the problem is corrected to the satisfaction of the City. F. DECADE will periodically make available to the City upgrades and enhancements to the Software. DECADE will provide the necessary instructions and software tools for the City to effect upgrades and modifications. G. The City will maintain its system at the current release level of the Software. Ninety (90) days after the release of a new version of the Software DECADE will not be obligated to maintain prior versions. Software License Agreement City of Lubbock and Decade Software Company 4 H. DECADE will have the sole discretion to decide if new software is a no charge upgrade or enhancement, or a billable offering. Billable offerings are optional, and the City will not be required to purchase them to maintain the current release level. I. All revisions will be transmitted to the City on a media mutually agreed upon. The City shall be solely responsible for mounting the media and executing the appropriate instructions in order to transfer the revisions on to its system. J. The City shall provide appropriate modem facilities by which DECADE may, with the permission of the City, remotely access the Software for the purpose of remote diagnostics and support. K. DECADE shall maintain the Software in a state fully compatible with its other modules which are not covered by the Software license, and for which additional license fees would be required in order to entitle the City to the use of the capabilities of such modules. L. DECADE shall make all modifications, conversions, and interfaces in such a manner that they are not impacted by the subsequent revisions. M. Decade will keep the current version of Envision for Windows source code in an Escrow account. This will insure that if for any reason Decade is not able to continue it's operation, the City of Lubbock will be able to maintain the current level of release. ARTICLE VI — TERMINATION A. The City shall have the right to terminate the license anytime after one (1) year from the effective date of the Agreement upon delivery of at least sixty (60) days written notice prior to the next Anniversary Date. B. In the event of any breach of the terms and conditions of this Agreement by the City, DECADE will, by written notice to the City, give the City a period of thirty (30) days within which to institute remedies to correct such breach. In the event that such breach has not been corrected to DECADE's satisfaction within said thirty (30) day period, DECADE may then cancel this Agreement by notice in writing to the City. C. All Software supplied hereunder by DECADE shall be and remain the property of DECADE. Upon termination of the license, whatever the reason, such Software and any copies thereof made by the City pursuant to Article III - B, shall be returned to DECADE. D. If the interfaces and conversions listed in Schedule 3 of this Agreement are not completed within six (6) months of Agreement signing, the City can, at its Software License Agreement City of Lubbock and Decade Software Company 5 sole discretion, terminate the Agreement and receive a refund of all monies paid. E. In the event of any breach of the terms and conditions of this Agreement by DECADE, the City will, by written notice to DECADE, give DECADE a period of thirty (30) days within which to institute remedies to correct such breach. In the event that such breach has not been corrected to the City's satisfaction within said thirty (30) day period, the City may then cancel this Agreement by notice in writing to DECADE. The City will retain the use of the License and Software for a period not to exceed 180 days from the date of cancellation. ARTICLE VII — ASSIGNMENT This Agreement shall not be assignable by either party without the prior written consent of the other party, and any attempted assignment shall be void. No assignment of this Agreement shall be valid until and unless consented to in writing by the consenting part and assumed by the assignee in writing. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee. ARTICLE VIII - NOTIFICATIONS All notices, approvals, acceptances, and consents required by this Agreement shall be in writing and addressed as follows: City of Lubbock ATTN: Gene Powers P.O. Box 2000 Lubbock,Texas 79457 Phone (806)775-2363 Fax (806)775-3033 Decade Software Company ATTN: Kevin Delaney 4201 West Shaw, #102 Fresno, California 93722 Phone (209)271-2890 Fax (209)271-2892 ARTICLE VIX — ENTIRE AGREEMENT A. This Agreement supersedes all prior proposals, oral or written, all previous negotiations and all other communications or understandings between DECADE and the City with respect to the subject matter hereof. It is expressly agreed that if the City issues a purchase order or other document for the services provided under this Agreement, such instrument will be deemed for the City's internal use only, and any provisions contained therein shall have no effect whatsoever upon this Agreement. This Agreement sets forth the sole and entire understanding between DECADE and the City with respect to the subject matter. No amendments to this Agreement, either at Software License Agreement City of Lubbock and Decade Software Company the execution or subsequently, shall be binding on DECADE or the City unless agreed to in writing by both parties. B. In the event litigation is required to enforce performance of this Agreement, the prevailing party shall be reimbursed the costs of enforcement, including, but not limited to attorney fees and costs, witness fees and costs, and court costs. C. RFP Modifications 1. XIII A3 — The City will require archiving of their database. The City understands that Decade is working on this feature and it will be available to the City in a future revision. 2. XIII A 19 (a) - Property Identification Number (PIN) —15 characters 3. XIII A 19 (d) — Property address: Item 2 Fractions (Not Required) 4. XIII A 20 — Is required by City but will be completed in the future after the City has selected a new Utilities database. This interface will be developed under a separate contract. 5. XIII A 21 (c) — Replace text — "Provide the ability to generate user specified violation record as a result of completing and inspection — date, violation code, optional text explanation." 6. XI C 1.(a) 1 — Interface with J.D. Edwards Amount Billed — Contract $, Admin $, Tax $ Amount Credited - Contract $, Admin $, Tax $ Adjustments — Contract $, Admin $, Tax $ Amount Waived - Contract $, Admin $, Tax $ ARTICLE X — GOVERNING LAW A. This Agreement shall be governed by, subject to, and construed according to the laws of the State of Texas. B. In the event litigation is required to enforce performance of this Agreement, the prevailing party shall be reimbursed the costs of enforcement, including, but not limited to attorney fees and costs, witness fees and costs, and court costs. C. DECADE agrees to comply with all applicable local, state, and federal laws, regulations, and orders relating to the services, including but not limited to fair and equal opportunity practices and policies. ARTICLE XI — PERFORMANCE BOND A. Upon execution of this Agreement, DECADE shall provide the City with a performance bond in accordance with Chapter 2253, Texas Government Software License Agreement City of Lubbock and Decade Software Company 7 Code in the amount of 100% of the total price of Installation, Implementation, and the Creation of the Interfaces. Said statutory bonds should be issued by a company carrying a current Best Rating of A or superior. B. The purpose of the performance bond will be to ensure that DECADE completes the custom interfaces and data conversion as defined by this Agreement. The bond will remain in place until the custom interfaces and data conversions are completed as specified in Schedule 3. ARTICLE XII — SCHEDULES Schedules 1,2, and 3 specified below are hereby incorporated into this Agreement. Software License Agreement City of Lubbock and Decade Software Company 8 AUTHORIZED SIGNATURES EXECUTED this sth day of _�prii , 19�. DECADE SOFTWARE COMPANY: BY: TITLE: President Software License Agreement City of Lubbock and Decade Software Company FEE Nn, Mayor ATTEST: Kaytye Darnell, City Secretary APPROVED AS TO CONTENT: harlett Chowning Information Technology Manager APPROVED AS TO FORM: William de Haas Competition and Contracts Manager 6 SCHEDULE ONE — SOFTWARE DESCRIPTION APPLICATIONS LICENSED FOR USE BY THIS AGREEMENT: 1. Core System, and its Support Code tables, with primary applications consisting of: Owner Co -Owner Facility General Health Program General Health Permit Daily Activity Logging Complaint Service Request Comments Event Tracking E-mail Integration Self -Audit Travel Expense Logging Violation Logging Violation Enforcement Logging 2. Financials, and its Support Code tables, with primary applications consisting of: Accounts Receivable Invoices Invoice Line Items Transactions History Scheduled Invoice Items Batch Payment Posting Daily Balances 3. Administration, and its Support Code tables, with primary applications consisting of: Employee Employee Training Received Employee Health and Accident Logging Processing Errors 4. Field Inspection Software, and its Support Code tables. Software License Agreement City of Lubbock and Decade Software Company 10 APPLICATIONS AND THEIR SUPPORT CODE TABLES EXCLUDED FROM THIS AGREEMENT: 1. Program Specific Applications, and its Support Code tables, with primary applications consisting of: Air Quality Hazardous Materials Hazardous Waste Onsite Septic Public Water Systems Recyclable Materials Site Remediation Underground Storage Tanks Underground Storage Tank Owners Water Wells DATA VOLUMES AND CITY USAGE Employees/Inspectors Tracked: Facilities Tracked: Program Records: Complaints Tracked Annually: Graffiti Cases Annually: Junk Vehicle Cases Annually: Service Requests Annually: Inspectors Using Field Inspection Software: Software License Agreement City of Lubbock and Decade Software Company RANGE 24 26 2000 3000 3000 4000 Unlimited 2000 3000 4000 5000 250 1000 15 11 SCHEDULE TWO — MATERIAL AND TRAINING PROVIDED MATERIAL One copy of the following system manuals will be provided in a PDF file format: EFW System Implementation Guide (Included) EFW Accounts Receivable Transactions EFW Financial System Manual EFW Field Definitions Manual EFW Field Inspection Manual EFW Training Needs Analysis EFW Basic Skills Training Workbook EFW Users Guide EFW System Security EFW System Setup Backing Up the EFW Database One copy of the following training materials will be provided: EFW Basic Skills Training Video The City can reproduce copies of the documentation for their own internal use. TRAINING DECADE will provide five days of on-site training. The training will be held at City facilities at no cost to DECADE. The cost of the five-day training session is defined in Schedule 3 of this Agreement. The training will include the following: System Preparation Envision System Basics Data Entry Basics Permits -and Licenses Financial Administration Complaints and Service Requests Field Inspection System Software License Agreement City of Lubbock and Decade Software Company 12 SCHEDULE THREE — FEES AND PAYMENTS ANNUAL LICENSE AND SUPPORT FEES TOTAL YEAR 1 $113,925.00 TOTAL YEAR 2 $25,425.00 TOTAL YEAR 3 $25,425.00 TOTAL YEAR 4 $30,425.00 TOTAL YEAR 5 $30,425.00 SUPPORT PRODUCT PURCHASES Sybase Adaptive Server Anywhere with 20 networked seat licensees. $ 2,999 Sybase Adaptive Server Anywhere 15 Remote Seats $2,685 Crystal Reports Pro V6.0 1 $499 TOTAL $6,183 INTERFACES AND CONVERSIONS Interface to J.D. Edwards Financial System $10,000 Interface to Land Use (KIVA) $15,000 Development of the Junk Vehicle Application No Cost TOTAL $25,000 All interfaces, and modifications shall be made in such a way as to not have to be changed upon upgrade of the Software. Software License Agreement City of Lubbock and Decade Software Company 13 PAYMENT SCHEDULE These fees will be paid as follows: A. License and Support Fees Acceptance of Envision for Windows installation. $55,000 Acceptance shall include the ability to : • Launch the system • Perform basic functions • Access all forms • Access test records • Generate reports Successful usage of Envision for Windows $55,000 in a production environment for thirty (30) days B. Support Products Delivery of products $6,183 C. Custom Interfaces Delivery of the schedule for custom interface $12,500 Delivery of the final custom interface $12,500 DECADE will send the custom interface to the City for testing. The City will have 30 days to test it for errors If the errors are due to Decade's mishandling of the process, DECADE will make the appropriate changes for City review. If the reason the interface does not perform correctly was due to City oversight, DECADE will modify the customization a second time and return it to the City for testing. If more than two customization modifications are necessary due to City errors or oversights the subsequent changes will be billed at costs for time and materials. Customization will be considered final if no errors are brought to the attention of DECADE 30 days following delivery of the customization. E. Training Completion of Training for 5 days with 6 people. Software License Agreement City of Lubbock and Decade Software Company $8,000 14 Additional days of training will be at $1,400 per day plus travel and per diem costs. DECADE will provide training video and workbook. This package will be used for training end users. Software License Agreement City of Lubbock and Decade Software Company 15