HomeMy WebLinkAboutResolution - 2012-R0069 - Approve Purchase Of Micro Focus COBOL License For Banner System Migration - 02/09/2012 (2)Resolution No. 2012-ROO69
February 9, 2012
Item No. 5.19
RESOLUTION
WHEREAS, the City of Lubbock has a Software License and Services Agreement
(the "Agreement") with Ventyx Inc., successor to Indus International, Inc., that was
originally executed on August 12, 1999; and
WHEREAS, pursuant to the terms of this Agreement, Ventyx Inc. provides
technical development and maintenance of a customer information system known as
"Banner" which processes and stores utility billing and payment information for the City
of Lubbock utilities; and
WHEREAS, the "Banner" system requires Micro Focus COBOL licenses for
compiling programs on the various server platforms for operation; and
WHEREAS, the Director of Electric Utilities, on behalf of the City's municipally
owned public power utility, Lubbock Power & Light, has already considered and
approved this Micro Focus COBOL License and recommends approval of it by the City
Council; NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the City of Lubbock, hereby approves the purchase of Micro focus
COBOL License for Banner System Migration as previously approved by the Director of
Electric Utilities and as attached hereto and incorporated herein as though set forth fully
herein in detail.
Passed by the City Council this 9th
ATTEST:
Rebe ,ca Garza, City Secretar
day of February 2012.
Tom Martin. Mayor
APPROVED AS TO CONTENT:
Gary Zheng, CEO — LP&L
Director of Electric Utilities
APPROVED AS TO FORM:
Matt Wade
General Counsel- LP&L
Resolution No. 2012—ROO69
Ventyx
ORDER FORM
LICENSEE:
SOFTWARE LICENSE & MAINTENANCE AGREEMENT:
ORDER FORM EFFECTIVE DATE:
TERRITORY:
"SHIP TO" ADDRESS:
Solomon Fields
1301 Broadway PO Box 10541
Lubbock, TX 79408-3541
United States of America
sfields(a)lpandl.com
Software sent electronically Yes
City of Lubbock
A_uaust 12, 1999
U.S.A.
"BILL TO" ADDRESS (if different):
Solomon Fields
1301 Broadway PO Box 10541
Lubbock, TX 79408-3541
United States of America
sfields41pandl.com
This Order Form is attached to and, upon execution by both parties, becomes a part of the software license and
maintenance agreement identified above (the "License Agreement"). To the extent the terms of this Order
Form, including the Third Party Software Supplement conflict with or are inconsistent with the terms of the
License Agreement, the terms of this Order Form, for purposes of the Licensed Software set forth herein
only, shall govern and the License Agreement shall be deemed amended accordingly. Capitalized words not
defined herein shall have the meanings ascribed to them in the License Agreement. The parties agree that
Licensee shall be permitted to continue use of the Licensed Software should Licensee choose not to renew
Maintenance Services below after the first year.
LICENSED SOFTWARE:
Licensed Software - Customer Suite
Source
Supplement
Number
Fee (USD)
Code
Attached
of Active
Licensed
(Yes/No)
Accounts
Yes/No
Micro Focus COBOL
Server for COBOL (Tier pricing)
No
Yes
100,000
Server Express Platform Change Fee - 3
No
Yes
copies
Total License Fee
$ 25,794.00
MAINTENANCE SERVICES:
LEVEL OF SERVICE: Silver
City of Lubbock Cobol Order Form 10222011 Page 1 of 5
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Maintenance
Annual
Payment
Maintenance
Period End
Payment
Due Date
Licensed Software
Period Begin Date
Date
Amount USD
Licensed Software Listed
Order Form Effective
8/31/2012
$2,644 (Note 1)
Order Form
above
Date
Effective Date
Note 1: The fee for period covering Order Form Effective Date through August 31, 2012 has been pro -rated based on an
annual amount of $3,965. Maintenance Fees for the Licensed Software set forth herein is invoiced and paid in advance.
ANNUAL ESCALATION CAP: CPI
PAYMENT: The license fee under this Order Form is non -cancelable and non-refundable, and is due and payable upon the
Order Form Effective Date.
For the Maintenance Services, Licensee will pay to Ventyx: (a) the fee provided above as the partial year payment (if
applicable), which shall be due and payable upon the Order Form Effective Date; (b) the fee provided for above as the
"Annual Payment Amount", which shall be due and payable upon the Order Form Effective Date, and (c) for each
subsequent year the fees invoiced by Ventyx, which fees will not increase by more than the `Annual Escalation Cap"
provided for above. Unless otherwise stated herein, fees for Maintenance Services after the initial year are due on the first
day of the last month of the prior Maintenance Period. If applicable, Ventyx may prorate Maintenance Services fees so that
Maintenance Services fees for all Licensed Software are renewable on the same date even if the modules of Licensed
Software were not ordered on the same date.
ADDITIONAL TERMS AND CONDITIONS:
Additional Definitions:
The following definitions are hereby added to the License Agreement:
"CPI" means, at the time of the escalation calculation, the percentage increase in the United States Consumer Price Index
for all Urban Consumers for All Items, not seasonally adjusted, for the most recent twelve-month period ending prior to the
maintenance term expiration date.
II. Shipment and Delivery:
To the extent the software identified in this Order Form has not already been delivered, it will be shipped prepaid FOB
Ventyx shipping location.
City of Lubbock Cobol Order Form 10222011 Page 2 of 5
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III. Equipment and Third Party Software:
To use any of the Software, Licensee must also obtain, install on the Equipment and maintain Ventyx certified versions of
certain third -party database software products, certain software and hardware peripherals. By this notice, Ventyx is advising
Licensee that Licensee should consult with its Ventyx representative to obtain a listing of such necessary third -party
products and peripherals.
City of Lubbock Ventyx I
By: =' A� -; By:
Printed Name: TOM MARTIN Printed me: James RzGibbons
Chief Finer W 4fflow
Title: Mayor Title:
Date: February 9, 2012 Date: d)711-1---
ATTEST: Ventyx Inc.
By: C. Z.
Printed Name: ChdS Warcinghm
Rebe ca Garza, City Sec ry President of the Amedo si
Title:
Date:
REVIEWED AND
APPROVED AS TO FORM
City of Lubbock Cobol Order Form 10222011 Page 3 of 5 11I 7 /�, L
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LICENSEE:
1. THIRD PARTY SOFTWARE:
Server for COBOL (tier pricing)
Server Express
2. SUPPLEMENTAL PROVISIONS:
Third Party Software Supplement
City of Lubbock
Restrictions
1 Server(s) ( unlimited users/cores)
3 named user licenses
(i) Micro Focus Software. "Micro Focus Software" means the Server Express Compiler & Run Time Environment for
COBOL owned by Micro Focus (US), Inc.
(ii) Licensee understands and agrees that the Micro Focus Software is Third Party Software and may only be used in
conjunction with the Ventyx Customer5uite application. If Licensee wishes to use the Micro Focus Software for any other
purpose, Licensee must enter into a separate license agreement with Micro Focus for a full use license. The Micro Focus
Software is subject to the further restrictions set forth above.
(iii) Licensee may not reverse engineer, reverse compile, or disassemble the object code for the Micro Focus Software.
(iv) Ventyx makes no representations or warranties on behalf of Micro Focus.
(v) Licensee has no rights to the Micro Focus Software beyond the scope of the this Agreement.
(vi) Licensee will be charged a platform change fee if the software is moved to new platform
(vii) Tier upgrade requires the trade in of at least one 10 pack license
(viii) Server for Cobol (10 packs) are for use on non production systems only
(ix) Customer Suite Tiers are based on the following number of accounts:
Tier 1 = 0 to 50k
Tier 2 = >50k to 100k
Tier 3 = > 100k
(x) Client may use existing licenses for a period not to exceed 12 months to support upgrade process
(A) Warranty for Micro Focus Software. Micro Focus warrants to Ventyx that the Micro Focus Software, when used in
the specified operating environment will materially confirm to its specifications. Ventyx shall, to the extent legally
permissible, pass through to Licensee the benefit of the Micro Focus warranty and any associated remedies that Ventyx may
have rights to, but only to the extent of the warranty and remedies provided by Micro Focus to Ventyx, and subject to all
applicable disclaimers and limitations.
City of Lubbock Cobol Order Form 10222011 Page 4 of 5
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(xi ) Infringement indemnity. Ventyx does not provide an infringement indemnity or non -infringement warranty with
respect to the Micro Focus Software. Ventyx hereby warrants that Micro Focus has provided to Ventyx an infringement
indemnity and that Ventyx will pass through to Licensee the benefit of such infringement indemnity from Micro Focus relating
to a claim that the Micro Focus Software infringes a copyright or issued patent, other intellectual property right or
incorporates misappropriated trade secrets, provided that: (a) Licensee notifies Ventyx in writing of the claim promptly; (b)
Micro Focus has sole control of the defense and all related settlement negotiations; and (c) Licensee furnishes Ventyx and
Micro Focus with reasonable assistance and information necessary to perform the above.
City of Lubbock Cobol Order Form 10222011 Page 5 of 5
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