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Home My WebLink About2001-292ORDINANCE NO aW1_ 69qA AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AU- THORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AGREEMENT ON BEHALF OF THE CITY OF DENTON TO PURCHASE EMPLOYEE SURVEY SOFT- WARE FROM SIEGEL CONSULTING, INC, A QUALIFIED INFORMATION SYSTEMS VENDOR OF THE STATE OF TEXAS WHICH INCLUDES A SOFTWARE LICENSE AGREEMENT WITH PERFORMANCE SUPPORT SYSTEMS, INC, AND PROVIDING FOR AN EFFECTIVE DATE, WHEREAS, the vendor for the services anticipated by the attached agreement is a Quali- fied Information Systems Vendor ("QISV") of the State of Texas, and WHEREAS, the contracted -for goods and services fall within the scope of said QISV status for the purposes of the Catalog Purchasing Method prescribed by Chapter 2157 of the Texas Government Code, and WHEREAS, upon the evaluation and recommendation of staff, the City Council finds that the contracted goods and services represent the best value obtainable for said goods and ser- vices, NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The City Council hereby authorizes the City Manager, or his designee, to execute an agreement between the City of Denton and Siegel, Inc , for the purchase of employee survey software, which includes a software license agreement with Performance Support Sys- tems, Inc, substantially in the form of the attached documents The City Manager is authorized to expend the funds mentioned in the attached documents SECTION 2 This ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the nj �day of �j 2001 EULINE BROCK, MAYOR ATTEST JE ER WALTERS, C Y SECRETARY BY AP OVED AS TO LEGAL FORM HERBERT ATTORNEY BY S \Our Documents\0rdinances\01\Siegel PSS approval ordinance doc Siegel Consulting, Inc Quotation Terms Net 20 IIW Caresses Marquez City of Denton 601 E Hickory Suite Denton TX 76205 Siegel Consulting, Inc Phone 404 625 1970 1242 Austin Glen Drive Fax. 770 395 6478 Atianca GA30338 Email vlckt@siege) consulting com Quotation # Date June272001 Customer ID City of Denton TX Your Order# Our Order# Sales Rep FOB Shlp via Terms Tax ID osed Proposed Date 01341 VBS 2 day Net 20 Swgei & Siegel PC 58&1200098 8/08/01 Quantity Item Description Unit Price Total 1 2020 Combination Package 2020 Insight GOLD System and Web Response for Internal Web Servers Software 2020 Innght GOLD System Package Including software IDP software 360 Smart Kit CD E6 17500 $6 17500 Getting Staffed booWet, Tuto dsl CD One registradon to attend Administrator course and free tech support and upgrades I Organbratlon License for 10002499 people Unlimited asaesaments for up to 2499 employees One time $38500 $3850000 purchase Subtotal $4467500 Tax Shipping 5 200000 Miscellaneous Balance Due $4469500 Quotation valid for 60 days Make checks payable to Siegel & Siegel PC 1242 Austin Glen Atlanta, GA 30338 Quotation prepared by Vicki Siegel To accept this quotation, sign here and return ATTACHED EXHIBITS ARE INCLUDED EXHIBIT "A" -Authorized Distributor EXHIBIT "B"-Technical Requirements EXHIBIT "C"-Software License Agreement l o'nOVED AS TO FORm Y ATTOIT ' TY OF i+ t t, TE o137ras iro - a an ee e c oc age EXHIBITi "A" Siegel Consulting is an authorized distributor of 20120 Insight GOLD 360-degree software system Warranty PSS warrants the medium on which the Software is distributed to be free from defects in materials and workmanship and that the Software will perform substantially in accordance with the Documentation for a period of 90 days from User's receipt of the Product Any written or oral information or advice given by PSS employees will in no way Increase the scope of this warranty If the Product fails to comply with the warranty set forth above, PSS's entire liability and User's exclusive remedy will be replacement of the Administration Software CD, The 360 Smart Kir CD and assessment charges, or, at PSS's option, PSS's reasonable effort to make the Product meet the warranty set forth above Once the Product has been received by User and the software package has been opened, It may not be returned This warranty does not cover damage caused by improper use or neglect The Software is furnished without warranty as to the performance or results User may obtain by using the Software The entire risk as to the results and performance of the Software is assumed by User PSS disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose With respect to the product, this limited warranty gives User specific legal rights User may have others, which vary from state to state Technical Support PSS agrees to maintain a toll -free telephone line for free technical support for technical problems encountered during normal operation of the software (e g , problems printing reports) If problems arise due to defects in the software, PSS will fix the software or replace it free of charge Technical support does not Include various forms of training or operational support, such as how to set up a project or other tasks clearly outlined in the documentation In addition, the services of software engineers are available ($150/hr) to correct problems created by User's failure to follow the instructions of technical support personnel or the procedures outlined in the Getting Started book and online Help PSS agrees to provide software updates to User at no cost PSS further agrees to make User aware of information, products or publications under User's control that will enhance the knowledge and skill of User facilitators in the effective and responsible use of 201201 and all support materials No Liability for Consequential Damages In no event shall PSS be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruptions, loss of information, or other pecuniary loss) arising out of the use of or inability to use this PSS product, even if PSS has been advised of the possibility of such damages Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to User Indemnification Under no circumstances shall PSS be liable for any act, omission, debt or other obligation of User User shall indemnify and hold PSS o e Arpsniro - waraniee, etc oc age harmless against any such claim and the cost of defending against any such claim arising directly or indirectly from the business operations of User relating to the use of 20120e and/or all support products The obligation and rights of this provision shall continue beyond the expiration or termination of this agreement EXHIBIT "B" Technical Requirements Minimum computer and printer capabilities needed to operate the 20/2e Insight GOLD program Administration Software and The 360 Smart KitT1 • Operating system Windows 95 or higher, or Windows NT 4 0 or higher • Processor PC computer, Pentium 200 Mhz RAM 64 MB • Hard disk space 15 MB for Administration Software 10 MB for The 360 Smart Kit software 30 MB (average) for data files • Video Windows -supported video card or better (SVGA, 256+ colors recommended ) • Printer 2 MB memory (4+ recommended) • Accessories Mouse, CD-ROM drive, floppy dnve • Other programs (administration Software only) MS Access 97 or higher Respondent Software and IDP • Windows 3 1 or higher, 386 PC with 4 MB of RAM Network configuration • Any network file -server, such as Novell NetWare or Windows NT • 100K hard -disk space on file -server per rater (on average) • Shared folder/directory for each project • Windows workstations with access to the shared directory on the file -server E-mail configuration • MAPI-compliant e-mail software (MAPI = Messaging Application Programming Interface) - Used for e-mail notification with network assessments - Used for internetfinteroffice e-mail assessments • Examples of MAP[ -compliant e-mail programs MS Outlook, MS Outlook Express (except 5 0), MS Exchange, and Eudora • Examples of e-mail programs that are NOT MAPI-compliant AOL, Lotus Notes Netscape, MS Outlook Express 5 0, Eudora Light, Exchange Server 5 5 EXHIBIT "C" Rev 8/2/01 PERFORMANCE SUPPORT SYSTEMS, INC 201200INSIGHT GOLD SOFTWARE AND USAGE LICENSE AGREEMENT CITY OF DENTON, TEXAS Carefullyread the following license agreement before installing the 20/200Ins►ght GOLD software i By installing the software you indicate your acceptance of the terms of this agreement If you do not accept the terms of this agreement, do not install the software, promptly, return the entire package, Including all software and documentation, to Performance Support Systems, Inc, 11835 Canon Blvd, Suite C-101, Newport News, VA 23606-2570 I General This Agreement constitutes the entire agreement between User and PSS and supersedes any prior agreement concerning the contents of this package It shall not be modified except by written agreement dated subsequent to the date of this agreement signed by an authorized PSS representative PSS is not bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless PSS specifically agrees to the provision in writing This Agreement is governed by the laws of the State of Texas Exclusive venue for any action under this Agreement is Denton County, Texas Definitions The following definitions apply to the terms as they appear in this agreement ♦ PSS means the publisher, Performance Support Systems, Inc ♦ 20✓20P means any of the 2012d® Insight GOLD products, such as the Administration Software or The 360 Smart Kit" ♦ Software means the computer programs contained in this package, and all updates to these programs The term also Includes all copies of any part of the computer programs ♦ Documentation means the Getting Started book and online Help ♦ Product means the Software and Documentation ♦ User means the organization that has purchased 20120® ♦ Usage License means any of the three types of Licenses that User purchases to assess a Subject II Copyright/Proprietary Protection The Product is owned by PSS and is protected by United States and international copyright laws and international trade provisions User must treat the Product like any other copyrighted material ,This license and User's right to use the Product terminate automatically if User violates any part of this agreement In the event of termination, User must immediately destroy all copies of the Product or return them to PSS User may not ♦ Copy the Product, except as specified below in Section III, Software License Grant ♦ Modify, translate, or merge the Software with another program ♦ Reverse -engineer, disassemble, decompile, or make any attempt to discover the source code of the Software ♦ Sublicense, rent, or lease any portion of the Product ♦ Use generic terms (i e , "Manager' or "Peer') when assigning a name to an unlimited usage license (Subject License and Organization License) Using any other terms or names for any reason or using the license for more than one subject is not authorized Violations will result in immediate termination of this agreement III Software License Grant PSS grants User a nonexclusive software license to ♦ Install one copy of the Administration Software on the hard drive of a single computer or file server ♦ Make one copy of the Administration Software for archival purposes only ♦ Purchase additional Administration Software sets for use at other sites ♦ Use 20/2e and all support materials within User's organization so long as this agreement is in effect IV Usage License Grant PSS grants User the usage licenses designated below Licenses are not transferable, if User purchases one type of license, User will not be given a refund or credit toward the purchase of another type of license Single -Usage License The Single -Usage License permits one usage for one subject _ Subject License The Subject License permits unlimited usages for one subject VOrganization License This Usage License permits unlimited usages for all employees within the organization Users that purchase this license must indicate the total number of employees within the organization on the last page of this agreement and return it to PSS If User's size increases due to merger with, or acquisition of, another organization, User must obtain an additional license to cover the additional subjects If User's size increases due to hiring additional employees and the total number of employees exceeds by 10% the maximum number of employees permitted by this license, User must purchase the next larger license, paying the difference in price between this license and the next larger license User also has the option of purchasing Single -Usage or Subject licenses to accommodate the additional subjects that exceed the maximum number authorized in the original license purchased If User experiences a change in personnel due to turnover, the total number of employees has not changed Therefore, PSS will recharge User's program with the additional usages needed for the replacement personnel An organization is an autonomous business unit, i e , it has its own unique industry focus, business strategy, executive leadership and operating budget V User Duties and Obligations Responsible Use User agrees to make a good -faith effort to use the Software responsibly To assist User in the implementation of the Software, these resources are provided ♦ Getting Started booklet ♦ 20/26P Insight GOLD Tutorial CD ♦ The 360 Smart Kit' CD ♦ Online Help ♦ 2012LP Insight GOLD Administrator Course (optional) Proprietary Materials User agrees to promptly notify PSS of any knowledge it may have of any unlawful use of PSS's proprietary materials VI PSS Duties, Obligations, and Rights Proprietary Rights. PSS owns various copyrights, trademarks, service marks and other proprietary rights in 20/20P and all support materials It is the responsibility of PSS to protect its proprietary rights in any disputes over such rights Warranty PSS warrants the medium on which the Software is distributed to be free from defects in materials and workmanship and that the Software will perform substantially in accordance with the Documentation for a period of 90 days from User's receipt of the Product Any written or oral information or advice given by PSS employees will in no way increase the scope of this warranty If the Product fails to comply with the warranty set forth above, PSS's entire liability and User's exclusive remedy will be replacement of the Administration Software CD, The 360 Smart Kit'" CD and assessment charges, or, at PSS's option, PSS's reasonable effort to make the Product meet the warranty set forth above Once the Product has been received by User and the software package has been opened, it may not be returned This warranty does not cover damage caused by improper use or neglect The Software is furnished without warranty as to the performance or results User may obtain by using the Software The entire risk as to the results and performance of the Software is assumed by User PSS disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose With respect to the product, this limited warranty gives User specific legal rights User may have others, which vary from state to state Technical Support PSS agrees to maintain a toll -free telephone line for free technical support for technical problems encountered during normal operation of the software (e g , problems printing reports) If problems arise due to defects in the software, PSS will fix the software or replace it free of charge Technical support does not include various forms of training or operational support, such as how to set up a project or other tasks clearly outlined in the documentation In addition, the services of software engineers are available ($150/hr) to correct problems created by User's failure to follow the instructions of technical support personnel or the procedures outlined in the Getting Started book and online Help PSS agrees to provide software updates to User at no cost PSS further agrees to make User aware of information, products or publications under User's control that will enhance the knowledge and skill of User facilitators in the effective and responsible use of 20120's and all support materials No Liability for Consequential Damages In no event shall PSS be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruptions, loss of information, or other pecuniary loss) arising out of the use of or inability to use this PSS product, even if PSS has been advised of the possibility of such damages Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to User Indemnification Under no circumstances shall PSS be liable for any act, omission, debt or other obligation of User User shall indemnify and hold PSS harmless against any such claim and the cost of defending against any such claim arising directly or indirectly from the business operations of User relating to the use of 20120® and/or all support products The obligation and rights of this provision shall continue beyond the expiration or termination of this agreement PSS shall defend, indemnify and hold harmless the User at PSS's expense, any claim (including any suit) brought against the User alleging that any products furnished hereunder infringe a United States patent, copyright, or mask work right, and shall pay all costs and damages finally awarded, provided that the User gives PSS prompt written notice of such claim, and information, reasonable assistance and sole authority to defend or settle the claim In the defense or settlement of the claim, PSS may obtain for the User the right to continue using the products, replace or modify the products so they become non -infringing, or, if such remedies are not reasonably available, pay the User the full amount of the price paid for the software VII Termination This Agreement is effective until terminated User may terminate it at any time by destroying the Product, including all computer programs and documentation, erasing any copies on computer equipment, and notifying PSS of such termination This Agreement also will terminate if User does not comply with any terms or conditions of the Agreement Upon such termination, User agrees to destroy the Software Product and erase all copies residing on computer equipment PERFORMANCE SUPPORT SYSTEMS, INC 20/2& INSIGHT GOLD SOFTWARE AND USAGE LICENSE AGREEMENT Users that have purchased the ORGANIZATION license must complete and return this page to Performance Support Systems at Performance Support Systems Attn Sales & Marketing 11835 Canon Blvd , Suite C-101 Newport News, VA 23606-2570 The undersigned agrees to the terms and conditions outlined above For User Organization Signature/Title Name (Please print) Date Organization Name For Performance Support Systems Signature/Title Name (Please print) Total number of employees in the organization 119"r Check the size of the Organization License being purchased 1-249 employees 250-999 employees --�'1000-2499 employees 2500-9999 employees 10,000-24,999 employees 25,000-49,999 employees 50,000-74,999 employees 75,000-99,999 employees 100,000-124,999 employees 125,000-149,999 employees 150,000+ employees 112011ED A3 TO fO ^ i i Y ATTORf' TY OF ACI