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Home My WebLink About19992 RES - 09/29/1987A RESOLUTION AUTHORIZING THE EXECUTION OF A CONTRACT WITH TILLINGHAST, NELSON & WARREN, INC. FOR PURCHASE OF SOLE SOURCE COMPUTER SOFTWARE, TRAINING, AND TRAVEL EXPENSES RELATED TO THE CITY'S SELF-INSURANCE PROGRAM. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute a contract with Tillinghast, Nelson & Warren, Inc. for purchase of sole source computer software, training, and travel expenses related to the City's self-insurance program for $10,685.00, all as more fully set forth in the contract, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit "A." ATTEST: City Secretary MA APPROVED: Psg DAY OF Sep-}- , 19W-77 HAL GEORGE, CITY ATTORNEY tant City ttorn y 08P.104.01 4-7,,,,,,„„, THE CITY OF CORPUS CHRISTI, TEXAS 1.9992 MICROFILMED Non -Exclusive Software License Agreement Agreement No TILLINGHAST, NELSON, & WARREN INC. 33063 Schoolcraft Road Livonia, Michigan 48150 538A This License Agreement is entered into this 2 1st day of .T111 y 19$17 between TILLINGHAST, INC., a Georgia Corporation and CITY OF CORPUS CHRISTI located at 302 S. Shoreline, Corpus Christi, TX 78469 (CUSTOMER) for the license by TILLINGHAST and use by the CUSTOMER of the following described Software Products (hereinafter PERPETUAL called Product), subject to the Terms of this Agreement. Product No. Description of Product License Monthly Fee Fee Support Hours GC General Claims WC Worker's Compensation SM Sortmaster/Utilities Total $ 2,995.00 $ 2,995.00 $ 2,995.00 $ 8,985.00 Training: Two Days ($700.00) In addition to the training fee all travel costs are billable based on the actual costs incurred by the TILLINGHAST trainer. The Extended Software Support Plan Coverage is billed on a semi—annual basis upon installation. /kg The above Software Products will be installed on the following equipment: Manufacturer Model(s) Serial Number(s) Computer Location TRM IBM PC • 302 S. Shoreline, Corpus Christi, TX 78469 loser) (See Res erse Side for Terms( TILLINGHAST • EXTENDED SOFTWARE SUPPORT PLAN AGREEMENT , • Agreement No 538B TERMS OF AGREEMENT TERMS OF PAYMENT. TILLINGHAST shall render an invoice on a semi-annual basis, and charges will be payable on receipt of the invoice. TILLINGHAST may discontinue performance under this Agreement if payment is not received within 60 days ot invoice date. Customer shall receive a 10% discount on the charges ot any invoice period if an authorized representative of Customer attends a TILLINGHAST software advanced user training session during that invoice period. TERM OF AGREEMENT, This Agreement shall be effective upon the tirst invoice date and will remain in eftect for a period of six months tollorsing this date. This Agreement will automatically renew for successive six month periods unless, upon sixty (60) days written notice before the end of a one-year Agreement period, either party terminates the Agreement for any reason. Customer shall receive 75 days advance notice of any changes in the charges covering the next invoice period. SOFTWARE. TILLINGHAST grants to Customer a non -assignable, nontransferrable, and nonexclusive license to use anv software products provided by TILLINGHAST to Customer in connection with this Agreement. Customer shall keep all software products confidential and shall not use the software for anv purpose other than in connection with the equipment for which itis furnished. Upon any termination of the license herein granted, Customer shall deliver to TILLINGHAST all materials furnished by TILLINGHAST and shall warrant that all copies thereot have been returned to TILLINGHAST. TAXES. Customer shall pay all taxes imposed upon TILLINGHAST by reason of the provision of the services or products contemplated herein. SERVICES. During the period of this Agreement, TILLINGHAST shall provide Customer with -the services and products described as follows A TILLINGHAST shall provide, for up to five (5) hours a month (non -cumulative), over the telephone or at TILLINGHAST's offices, support and'or technical assistance in resolving any problems relative to the operation or processing of data with TILLINGHAST software. Such support and assistance will be provided during TILLINGHAST'S regular business hours, 8:30 a.m to 5:00 p m., Eastern Time. TILLINGHAST will maintain a 24 hour message service and two (2) dedicated telephone lines for Customer's support telephone calls. The provision of support andior technical assistance beyond the five (5) hour period will be at TILLINGHAST'S standard labor rates. Should TILLINGHAST be required to dial in to Customer on a modem, all modern charges will be billable to Customer. TILLINGHAST will maintain a reasonable amount of hardware and available disk space to maintain Customer support B. TILLINGHAST shall provide new software enhancements or releases that pertain to any TILLINGHAST sottware that has been purchased from TILLINGHAST by Customer. TILLINGHAST will provide user documentation with each new enhancement or release. C. TILLINGHAST shall provide computerized tracking of all Customer support telephone calls on a per Customer basis. D At customers option TILLINGHAST shall maintain in its offices a current copy of the Customer's programs and data. TILLINGHAST will reasonably maintain the confidentiality of all Customer data and programs, and TILLINGHAST will not make this information available to any one other than Customer's official representative. No copies will be provided to others unless authorized in writing. TILLINGHAST will ship copies of Customer's data or information at any time at Customer's expense. Upon Customer's request, TILLINGHAST shall destroy any and all of Customer's data or information in TILLINGHAST'S POSSESSION. TILLINGHAST shall not be liable for any loss or damage, regardless of the form of action, arising in connection with the maintenance of Customer's data or information. E. TILLINGHAST shall provide new announcements, instructions, or other information concerning TILLINGHAST software at no extra cost. DISCLA1\IER OR IIARR-\NTIES. TILLINGHAST DOES NOT MAKE AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH THE SER\ ICES AND OR ANY SOFT\\ARE PRODUCTS, ENHANCEMENTS OR RELEASES PRO% IDED FOR HEREIN, E\PRESS OR IMPLIED OR ARISING BY OPERATION OF LAN, COURSE OF DEALING OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTIBILI- TY OR FITNESS FOR A PARTICULAR PURPOSE. LIMITATION OF LIABILITY. Customer's sole and exclusive remedy against TILLINGHAST and any of its officers, agents, or employees for loss or damage caused b • or arising in connection with the performance or non-performance of TILLINGHAST or TILLINGHAST'S software products, enhancements or releases under this Agreement, regardless of the form of action, shall be limited to the charges for the services as set forth rn the invoice covering the period in which the cause of action arises TILLINGHAST shall not be liable tor any indirect, incidental or consequential damages, including, without limitation, lost profits, whether or not such damages are foreseeable. GENERAL. A. No modmcation or waiver of this Agreement will be accepted by TILLINGHAST unless authorized in writing by TILLINGHAST. B It any term or provision of this Agreement shall be held invalid or unentorceabte, the remainder of this Agreement shall not be attected thereby and each term and provision hereof shall be valid and enforced to the extent permitted by law. C. All notices which either party hereto is required or may desire to give the other party hereunder shall be given by addressing the com- munication to the other party's address and depositing it in the United States mails, postage prepaid by registered or cerimed mail. Notices so sent will be deemed registered or certified mail. Notices so sent will be deemed effective on the third day following the date 01 such deposit. D. TILLINGHAST shall not be liable for any damages for delay in providing any services or products hereunder when such delay is clue to Force Majeure, and the time for providing such services or products shall be extended for a period of time equal to the time lost because of any delay due to a cuase beyond the reasonable control of TILLINGHAST. E. TILLINGHAST reserves the right 10 develop and make available additional software programs and services that do not tall under the terms ot this agreement. 0 This Agreement shall be governed by the laws of the State of Michigan. Customer acknowledges that he or she has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Customer further agrees that this Agreement is the complete and evclusne statement of the Agreement between the parties which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. CUSTOMER CITY OF CORPUS CHRISTI TILLINGHAST, NELSON & WARREN, INC. Bv: i\,Gnaiu49 By (Signature) NAM! I'RIwTED NAME PRIVTED TITEE TITLE DATE[) DATED 99.066.01 Corpus Christi, Texas oQ ] day of , 198 r✓ The above resolution was passed by the following vote: Betty N. Turner Q,I LQ David Berlanga, Sr. (3)1.0 Leo Guerrero Frank Mendez Clif Moss Bill PruetY"9 Mary Rhodes d Mary Pat Slavik Linda Strong �Q , 19992