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HomeMy WebLinkAboutPR 18396: 5TH ANNUAL RENEWAL, LT SYSTEMS INC P. R. No. 18396 06/19/2014 km RESOLUTION NO. A RESOLUTION AUTHORIZING THE 5TH ANNUAL RENEWAL FOR A CONTRACT BETWEEN THE CITY OF PORT ARTHUR AND LT SYSTEMS, INC, OF PORT NECHES, TEXAS, FOR MUNICIPAL COURT SOFTWARE MAINTENANCE AND SUPPORT SERVICES IN THE AMOUNT OF $6, 583 . 50; FUNDING IS AVAILABLE IN ACCOUNT NO. 001-1012- 513 .54-00. WHEREAS, in 1993 , the City of Port Arthur purchased software that was uniquely designed for our Municipal Court computer system; and WHEREAS, in 2007, the hardware and software was updated to meet the needs of the Municipal Court; and WHEREAS, on June 23, 2009, per Resolution No. 09-253; the City of Port Arthur entered into a one year agreement, with the option to renew annually with LT Systems, Inc . for Municipal Court Software Maintenance and Support services; and WHEREAS, LT Systems, Inc. exclusively created this program for the City of Port Arthur and is a sole source for the maintenance on their product; and WHEREAS, per Resolution No. 10-392, the City of Port Arthur entered into the 1st annual maintenance and support contract with LT Systems, Inc . ; and WHEREAS, per Resolution No. 11-279, the City of Port Arthur entered into the 2nd annual maintenance and support contract with LT Systems, Inc . ; and PR18396 WHEREAS, per Resolution No. 12-201, the City of Port Arthur entered into the 3'D annual maintenance and support contract with LT Systems, Inc. ; and WHEREAS, per Resolution No. 13-434, the City of Port Arthur entered into the 4th annual maintenance and support contract with LT Systems, Inc. ; and WHEREAS, a copy of the original agreement is attached hereto as Exhibit "A" ; and WHEREAS, it is deemed in the best interest of the citizens of Port Arthur to renew the 5TH Annual Municipal Court Software Maintenance and Support agreement, in the amount of $6, 583 . 50; and WHEREAS, LT Systems has also submitted an invoice for payment for the fifth annual renewal, attached hereto as Exhibit "B" . NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2 . That the City Council authorizes the fifth annual renewal of the Municipal Court Software Maintenance and Support agreement with LT. Systems, Inc . , for the period beginning June, 2014 through May, 2015, in the amount of $6, 583 . 50 . Section 3 . That the City Secretary is authorized to pay\ $6, 583 . 50 to LT Systems for the fifth annual renewal, as delineated in Exhibit "B" . PR18396 Section 4 . That the contractor shall sign a copy of the resolution agreeing to the terms thereof . Section 5. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council . READ, ADOPTED AND APPROVED on this day of A.D. , 2014, at a Meeting of the City Council of the City of Port Arthur, by the following vote: AYES : Mayor Councilmembers NOES : MAYOR ATTEST: CITY SECRETARY APPROVED AS TO FORM: CITY A T EY APPROVED FOR ADMINISTRATION: INTERIM CITY MANAGER PR18396 APPROVED AS TO AVAILABILITY OF FUNDS: DIRECTO OF FINANCE ACCOUNT NO. 001-1012-513 . 54-00 AGREED TO: LT Systems, Inc . DATE PR18396 EXHIBIT "A" STANDARD LT SYSTEMS,INC.TERMS AND CONDITIONS FOR SOFTWARE MAINTENANCE AND SUPPORT All Software Maintenance and Support is provided subject to the following Standard Terms and Conditions.These provisions set forth are only obligations of LT Systems,Inc.regarding Software Maintenance and Support. For purposes of this Agreement, "the City" or "the Cities"shall refer to the entity entitled to receive Maintenance and Support hereunder. I. LT SYSTEMS,INC.SOFTWARE MAINTENANCE SERVICES: 1. Online and telephone support technical assistance and/or general consultation with regard to municipal court software the City has licensed from LT Systems,Inc.and for which the City has elected to receive Maintenance and Support(the"Covered Software"). 2. As they become available,LT Systems,Inc.will provide new versions,updates and/or enhancements to current versions of the Covered Software. Some new versions, updates and/or enhancements may require more advanced or larger capacity equipment and/or third party software. Equipment and software compatibility shall be the Cities sole responsibility. ' 3. As they become available,LT Systems,Inc.will provide updates and enhancements to existing documentation. 4. LT Systems, Inc. will take all reasonable steps to correct defects in the Covered Software that are directly attributable to programming if LT Systems, Inc., in its sole discretion,recognizes them as having a materially detrimental effect on the performance of the Covered Software. 5. LT Systems, Inc. will take all reasonable steps to have data anomalies repaired and data loss in the Covered Software directly attributable to programming minimized. This provision is subject to the Cities performance of scheduled data backups using a prudent method of media rotation. IL CHARGES 1. The Annual Maintenance period is for one year and renewable annually. 2. The initial Annual Maintenance fee is based upon 20% of current list price($49,000.00) of the Covered Software. Renewal fees are calculated annually for a 1-year period and may be subject to an inflationary adjustment defined at the time of renewal not to exceed 5% of the last invoice plus any additional modules. If the City purchases additional Software or licensed users for such Software, these additions will automatically be subject to Maintenance fees and will be invoiced accordingly. Charges for any partial month of coverage of additional components will be prorated on the basis of a thirty(30)day month to coincide with existing annual Maintenance term. -2 - • 3. All charges for Software Maintenance are payable in advance. Failure to give at least thirty (30) days notice of intention not to renew the Maintenance contract will result in automatic renewal and the City will be liable for an additional year's charges. Notwithstanding this, if the City fails to pay any invoice within thirty (30) days of the invoice date,LT Systems,Inc.may withhold services until payment has been received. 4. Charges do not include charges related to third party software programs,which may be required to run the Covered Software. You may be required to pay separately for any upgrades in such third party programs. 5. LT Systems,Inc.reserves the right to charge late fees on overdue accounts. III. EXCLUSIONS FROM LT SYSTEMS,INC.SOFTWARE MAINTENANCE SERVICE The following is expressly excluded from the terms of this Agreement 1. Provision, installation and/or support of new versions and/or enhancements to current versions of non-LT Systems, Inc.software. Non-LT Systems,Inc. software includes but shall not be limited to, operating system software, word processing, spreadsheet, reporting and/or database software. 2. Installation of updates and enhancements to LT Systems,Inc.software. 3. Upgrading any hardware and memory on the system on which the City uses the Covered Software. • 4. If the City is using LT Systems, Inc. products that require a common database,You must remain current on Maintenance for all products for as long as the Covered Software is in use in order to assure the integrity of The Cities Covered Software. Cancellation of Maintenance on any one system may cause incompatibilities with related products, and performance of all Covered Software could be adversely affected. 5. Repair of the Covered Software and data if LT Systems,Inc. determines the failure is related to: (a) the equipment or supplies the City is using. (b) misuse or neglect of the covered Software including,but not limited to,failure to perform scheduled data backups using a prudent method of media rotation. (c) anyone other than a member of LT Systems,Inc.'s staff making any alteration to the Covered Software or to the system files which may affect the Covered Software. (d) environmental conditions,including,but not limited to,insufficient,excessive,or irregular electrical power, failure of air conditioning, excessive heat or humidity, flood,water,wind or lightening. (e) use of the Covered Software for purposes other than those which it was expressly designed. - 3 - (f) the relocation or reinstallation of the Covered Software. (g) the use of any software other than the Covered Software. 6. LT Systems, Inc. reserves the right to charge additional support fees at its then standard rates for services performed in connection with reported incidents that are later determined to have been due to hardware or software not supplied by LT Systems, Inc. Notwithstanding the foregoing, LT Systems, Inc. has no obligation to perform support services in connection with issues resulting from hardware or software not supplied by LT Systems,Inc.. IV. SOFTWARE MODIFICATIONS Any modifications that the City makes to the Software,including any modifications to any third party licensed software included with or embedded in the Software, will render any Maintenance or Warranty obligations contained in this Agreement null and void. LT Systems, Inc. will not be liable, in any respect, for any such modifications or any errors, losses or damage resulting from such modifications. LT Systems, Inc. has no other responsibilities with respect to Maintenance other than those specified in this Section and will not be responsible for maintaining other than the most current,unaltered release of the Software. V. DISCLAIMER OF WARRANTIES;LIMITATION OF LIABILITY 1. NO WARRANTIES:LT SYSTEMS,INC.DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY THE CITY IN USING THE SOFTWARE, THAT THE SOFTWARE WILL MEET THE CITIES REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE SOFTWARE IS LICENSED "AS IS" AND THE MAINTENANCE SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. LT SYSTEMS, INC. EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES,EITHER EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 2. LIMITATION OF LIABILITY. IN NO EVENT WILL LT SYSTEMS, INC. BE LIABLE FOR ANY LOSS OF PROFITS,LOSS OF USE,BUSINESS INTERRUPTION,LOSS OF DATA, COST OF COVER OR OTHER INDIRECT,SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE DELIVERY OF MAINTENANCE SERVICES OR ANY DELAY IN DELIVERY OF THE MAINTENANCE SERVICES. LT SYSTEMS, INC.'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE RELEVANT SERVICES GIVING RISE TO THE LIABILITY. VI. GENERAL -4- • 1. Delivery of any Software Maintenance service to the City by LT Systems,Inc.is subject to conditions beyond the control of LT Systems,Inc. or its agents,induding but not limited to, Acts of God, acts of any public enemy, fire, flood, epidemic or quarantine restrictions, strikes, riots or civil commotion, freight or other embargoes, weather conditions or any failures by LT Systems,Inc.'s subcontractors or suppliers. 2. The City may not sub-license, sell, rent, lend or lease any portion of the Covered Software.You may not translate or create derivative works based on the Covered Software. 3. The City may cancel maintenance by giving notice at least 30 days notice in advance of the annual period renewal date.Cancellations will become effective on the renewal date. No credit will be given for partial Maintenance periods 4. Reinstatement of lapsed Maintenance will require full payment of Maintenance fees that would have been due from the expiration of the last active Maintenance period through the reinstatement date, plus a 15% administrative surcharge. Payment of the applicable amount for the current Maintenance period will be due upon reinstatement. This reinstatement policy applies if Maintenance has been cancelled or there is otherwise a lapse in Maintenance coverage,such as for nonpayment of fees. Upon reinstatement,the City will receive the latest version of the software. 5. All provisions of this agreement shall be governed by the laws of Texas. 6. If the City chooses not to install the latest version of the Covered Software,LT Systems, Inc.reserves the right to limit the scope of the Maintenance services provided. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound and acting through their authorized representatives,have executed this SOFTWARE MAINTENANCE AGREEMENT as of the following date: CITY OF PORT ARTHUR,TEXAS By: -- By: _It Title: h S CL. Title: G•/y A ...) r Date: ` 3l p C LT SYSTEMS,INC. Date: 6//'/9 -5 - EXHIBIT "B" LT Systems Inc. 501 Roanoke Dr Invoice Port Neches, TX 77651 Date 5/1/2014 Invoice# 20070556 Bill To P.O. # City of Port Arthur Terms Net 30 Due Date 5/31/2014 Description Amount Court Support Maintenance (June 2014-May 2015) 6,583.50 ktran @Itsystems.net 888-983-3330 Total $6,583.50 www.ltsystems.net 866-927-3330 Payments/Credits $0.00 Balance Due $6,583.50 Remit to: Balance Due $6,583.50 LT Systems Inc. Invoice # 20070556 501 Roanoke Dr Due Date 5/31/2014 Port Neches, TX 77651