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HomeMy WebLinkAboutResolution - 5092 - Reference Agreement - JD Ewards & Company - Formalize Reference Program - 02/08/1996Resolution No. 5092 February 8, 1996 Item #l3 RESOLUTION BE IT RESOLVED BY THE CITY COi7NCIL 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 Reference Agreement, attached herewith, by and between the City of Lubbock and S.D. Edwards & Company, and any associated documents, which Agreement shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 8th ATTEST: Betty . Jo on, City Secretary APPROVED AS TO CONTENT: day of February 11996, Thomas W. Tuning, Director nformation and Communication Services APPROVED AS TO FORM: ald G. Vandiver, First Assistant City Attorney DGV:da ccdocsIJDEDWARD.res January 16, 1996 Resolution No. 5092 February 8, 1996 Item #13 REFERENCE AGREEMENT This Reference Agreement ("Agreement") is made this � day of laa c . 1996, by and between J.D. Edwards & Company, a Colorado corporation, with a place of 6usiness at 8055 E. Tufts Avenue, Denver, Colorado 80237 ("JDE") and the City of Lubbock with a place of business at 916 Texas Avenue, Lubbock, Texas 79401 ("Customer"). JDE and Customer have previously entered into a Software License Agreement pursuant to which JDE has licensed certain of its software products to Customer. It is frequently necessary for JDE to provide references of existing customers to prospective customers and JDE wishes to formalize this process of providing references. Customer acknowledges the benefit of formalizing a reference program and it is willing to serve as a JDE reference for either telephone inquiries or site visits. Therefore, JDE and Customer agree to the following terms and conditions: 1. TELEPHONE INQUIRIES Customer agrees to accept telephone inquires from JDE prospective customers that have been prearranged by a JDE representative. 2. SITE VISITS Customer agrees to accept site visits from JDE prospective customers on a "best efforts" basis and that have been prearranged by a JDE representative. JDE acknowledges that a site visit is frequently a major commitment of time for the Customer and that Customer may not be able to accommodate all requested site visits in the time frame requested. Customer will have no liability for failure to accommodate any or all requested site visits in accordance with this Agreement. 3. INFORMATION REQUESTED Customer is expected to answer all reasonable questions and inquiries posed by the JDE prospective customer in terms of JDE software products, JDE commitment, overall relationship, implementation effort, and similar subjects. The Customer is not required to disclose any proprietary information. While JDE acknowledges that the Customer should answer all questions accurately, JDE does request that any Customer comments generally perceived to be negative be disclosed beforehand to the JDE representative arranging the call or site visit. 4. CONSIDERATION For each prearranged reference site visit, generally anticipated to be one-half day in length, Customer will receive a credit of Fifteen Hundred Dollars ($1,500.00) and for each prearranged reference telephone call, anticipated to be one-half hour in length, Customer will receive a credit of One Hundred Fifty Dollars ($150.00). Credits will be applicable to scheduled JDE training classes, software license fees, annual maintenance fees, and client server fees, and shall be valid for a period of one (1) year from the date of the issuance of such credit. 5. CUSTOMER LOG Customer is expected to maintain a log of telephone calls and site visits and to submit such log to the Customer's local JDE account manager on a quarterly basis for processing any credits due. 6. TERM This Agreement shall renew automatically except that either party may cancel this Agreement upon written notification to the other party. Credits earned while this Agreement remains in effect will be honored in accordance with the terms contained herein. 7. INDEMNIFICATION JDE shall indemnify and hold Customer harmless from any demands, claims, or suits by a third party, including a JDE prospective customer making telephone inquiries and/or site visits to Customer, for any damages or expenses, including attorneys fees, arising out of the performance of this Agreement. 8. INFORMATION PROVIDED ON "AS IS" BASIS The Customer will not be Iiable for any damages arising out of the use of the information disclosed hereunder (other than disclosure of confidential information of JDE). It is understood that use of any information (other than confidential information of JDE) is at JDE's own risk. 9. CONFIDENTIALITY Notwithstanding that this Agreement itself may be subject to the Texas Public Information Act as contemplated by Section 11 hereof, the Customer agrees that the terms and conditions of this Agreement, including those contained in Section 4, are confidential in the opinion of JDE and may not be otherwise disclosed to any JDE prospective customer or any other third party, 10. GOVERNING LAW This Agreement shall be governed by the laws of the State of Texas. 11. TEXAS PUBLIC INFORMATION ACT JDE acknowledges that the Customer is subject to requests for information under the Texas Public Information Act, Chapter 252, Local Government Code, and that Customer may receive requests for information about the existence of this Agreement and other materials furnished by JDE to the Customer. In the event that the Customer receives a request for such information, the Customer agrees to notify JDE of such request. However, release of such information by the Customer pursuant to an open records decision or order of the Texas Attorney General or a court of competent jurisdiction shall not be a breach of this Agreement. Accepted by J.D. Edwards& Company and effective as of r0E4QUA-02Y .V 19-5�cz( J.D. EDWARDS & COMPANY (Authonze/ -Signature) 10. C'kHA.14- (Printed Name) (Tilde) ecution, signer certifies that signer is duly authorized to exec to this Agre of alf of Customer, C IUthorized Signature) V Q David R. Langston (Printed Name) Mayor (Title) APPROVED AS TO CONTENT: Thomas W. Tuning, Direct of Information and Communication Services 1�as o 4a ni: � s Ci,y