HomeMy WebLinkAboutResolution - 5120 - Software License Agreeement - USI Inc - Software Products - 03/14/1996Resolution No. 5120
March 14, 1996
Item # 18
I
RESOLUTION
I�
BE IT RESOLVED BY THE CITY COUNCIL 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 Software License Agreement with
Ungerboeck Systems, Inc (USI) to license the City of Lubbock to use software products, attached
hereto and which 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.
I Passed by the City Council this
ATTEST:
U J�5+j
Betty Johns n, City Secretary
APPROVED AS TO CONTENT:
14th
0
Vic 1 Key, Civic Cen er Manager
APPROVED AS TO FORM:
day of March
1996.
Clarence E. Walker, Assistant City Attorney
CEW;js/SLA-USI.RES
ccdocs/March 6, 1996
Resolution No. 5120
March 14, 1996
Item # 18
Page 1 Of 4
06 Software License Agreement
This Software License Agreement between Ungerboeck Systems, Inc. (USI) and _Lubbock Memorial Civic_
_Center, Municipal Auditorium/Coliseum, 1501 6th Street, Lubbock, Texas 79401
(CLIENT), sets forth the terms and conditions under which USI will license to CLIENT the use of software products
(SOFTWARE) including:
a) the computer programs identified in Schedule A (in object code only uniess source code is specifically listed) and
associated documentation, and
b) any revised and corrected versions (UPDATES) and enhanced and improved versions (UPGRADES) of
programs and documentation which USI makes available hereunder.
1. OWNERSHIP: CLIENT acknowledges that the SOFTWARE is the sole property of USI or its licensors, and the CLIENT shall
gain no right, title or interest in the SOFTWARE by the virtue of this Agreement other than the non-exclusive right of use granted
herein.
2. LICENSE: In consideration of CLIENT's payment of the license fee specified in Schedule A and any maintenance and
support fees payable hereunder, USI grants to CLIENT a perpetual, non -transferable license to use the SOFTWARE on a single
computer of type N/A (LICENSED COMPUTER) and serial number, or on a computer network for up to
_Sixteen (16) concurrent users of the SOFTWARE.
3. MAINTENANCE AND SUPPORT: During the first ninety days after installation, USI shall provide to CLIENT at no additional
charge:
a) telephone support from 8:00 a.m. to 4:30 p.m. C.S.T. Monday through Friday except on holidays observed by USI.
Emergency beeper service available 24 hours per day, 7 days per week.
b) electronic customer support services, however, excluding the cost of long-distance communications charges,
c) and such UPDATES and UPGRADES as are generally released by USI to all customers holding the current Software
Maintenance & Support Agreement.
The SOFTWARE installation date is the date on which the SOFTWARE is first loaded on the licensed Computer.
After ninety days CLIENT shall be entitled to continue maintenance and support services upon payment to USI of an annual
maintenance fee of fifteen percent (15%) of the license fee then charged to new customers for the then current version of the
products identified in Schedule A.
This agreement does NOT include any licenses, training, installation, maintenance and ongoing support of integrated third -party
products (including Microsoft Windows, Sybase SQL, InfoMaker, Drafix CAD, Asymmetrix ToolBook, WordPerfect, MicroSoft
Word, etc.) unless specifically defined in the Agreement.
If CLIENT allows maintenance to lapse, it may thereafter renew maintenance by paying USI a reinstatement fee assessed at USI's
sole discretion, however not to exceed the cost of five years maintenance.
3.1 Any SOFTWARE modifications or enhancements performed by USI specifically on behalf of the CLIENT, whether paid for by
CLIENT or not, remain the property of USI and may at USI sole discretion be incorporated into or withheld from the software
generally made available to USI's other clients.
Page 2 Of 4
VA Software license Agreement
4. SERVICES EXCLUDED: This agreement covers only the right to use the SOFTWARE. Any related services (including
installation, training, implementation assistance, custom programming, and integration of updates and upgrades) may be
procured by separate contract with USI.
5. CONFIDENTIALITY: CLIENT acknowledges that the information contained in the SOFTWARE is confidential and contains
trade secrets and proprietary data belonging to USI or USI's licensor(s). Therefore, CLIENT shall implement all reasonable
measures necessary to safeguard USI's ownership and confidentiality of the SOFTWARE, including without limitation:
a) to allow its employees and third parties access to the SOFTWARE only to the extent necessary to permit the performance
of their services to CLIENT and to require that they agree to comply with the provisions of this
Section 5,
b) not to permit the removal or alteration of any copyright or confidentiality labels or notices contained in the SOFTWARE,
c) not to disassemble or reverse engineer the SOFTWARE,
d) and not to duplicate or reproduce the SOFTWARE, except that CLIENT may make reasonable backup copies for backup
and recovery purposes.
6. WARRANTY: USI warrants to CLIENT for twelve (12) months from the date of software installation that the SOFTWARE shall
function substantially in accordance with the related user documentation provided by USI.
USI's sole obligation in respect of a breach of the foregoing warranty shall be to modify or replace the SOFTWARE so as to correct
the defective performance.
USI also warrants that it does not nor does its licensor(s) violate any US copyrights or patents.
CLIENT shall give USI prompt written notice of any claims under the foregoing warranties. USI shall have sole control and bear the
entire cost of the defense of any infringement claim and any negotiations for the settlement thereof.
Neither of the foregoing warranties shall apply in the event that any alleged infringement or defect derives from a combination of the
SOFTWARE with any program, equipment or device not supplied or recommended by USI; in the case of a modification or
customization of the SOFTWARE by or on behalf of CLIENT, or in the event of CLIENT's failure to install promptly any updates or
upgrades provided by USI under this agreement.
7. DISCLAIMER OF OTHER WARRANTIES: Except as provided in Section 6, all warranties, conditions, representations and
guarantees whether expressed or implied, are hereby excluded, superseded and disclaimed.
8. REMEDY LIMITATIONS: In no event shall USI be liable for any consequential, indirect or special damages, except only in the
case of personal injury where and to the extent applicable law imposes such liability.
USI's liability for damages shall in any event be limited to the aggregate license and maintenance fees received by USI from CLIENT
under this agreement.
9. TERMINATION: USI shall have the right to terminate this agreement for cause upon thirty (30) calendar days written notice if
CLIENT breaches any of its obligations under this agreement. CLIENT shall have the above thirty (30) days to cure the breach to
the satisfaction of this Agreement. Otherwise, CLIENT shall, upon the effective date of such notice or upon ceasing to use the
SOFTWARE, whichever is ea6er, immediately purge all SOFTWARE from the licensed computer and all other computer systems,
Page 3 Of 4
Software License Agreement
storage media and other files, return to USI any copies of the SOFTWARE, and certify to USI in writing that it has complied with the
foregoing obligations and has not provided total or partial copies of the SOFTWARE to any third party.
The expiration or termination of this agreement for any reason shall not extinguish or diminish CLIENT's obligation under Section 5
to maintain the confidentiality of the SOFTWARE, which obligation is continuing and shall survive termination of this agreement.
10. ASSIGNMENT: This agreement is personal to CLIENT and neither this agreement nor any of CLIENT's rights or duties
hereunder shall be assigned, sub -licensed, sold or otherwise transferred by CLIENT, including to any successor -in -interest to
CLIENT's rights in the Licensed Computer, without USI's prior written consent, which shall not be unreasonably withheld.
11. GOVERNING LAW: This agreement shall be governed by and interpreted in accordance with the laws of the state of Missouri.
12. PAYMENT: CLIENT shall pay the license fee specified in Schedule A in accordance with the payment terms in Schedule B.
13. EFFECTIVE DATE: This agreement shall be in effect on the date that it is signed by an officer of USI after it has first been duly
signed by an authorized representative of CLIENT.
14. TRAVEL EXPENSES: All reasonable travel related expenses including air fare, hotel, meals, taxi, telephone, etc. incurred by
USI on the behalf of CLIENT shall be reimbursed by CLIENT within ten (10) days after USI submits a written statement of actual
expenses incurred. Travel expenses specifically include USI's time spent traveling during normal business hours.
15. ADVERTISEMENT: CLIENT authorizes USI to reference CLIENT's name and business association in published advertisement
and public discussions as appropriate. USI further agrees not to divulge proprietary or trade secrets of CLIENT and their related
data.
16. SOURCE CODE: Upon initial installation and up to two times annually thereafter USI will issue the source code of SOFTWARE
at CLIENT's request to a software escrow agent selected by CLIENT and approved by USI. All costs of the escrow arrangement
will be born by CLIENT.
The source code may be used by CLIENT only if USI discontinues the ongoing support of SOFTWARE. In that event, CLIENT may
acquire a perpetual, non-exclusive license by paying to USI an amount equal to 25% of the initial license fees set out in Schedule A
to use the source code for the purpose of maintaining, supporting and modifying the SOFTWARE for its internal uses only.
17. MISCELLANEOUS: Neither CLIENT nor USI shall disclose the terms and conditions of this agreement to third parties (except
CLIENT's auditors or third parties whose review is mandated by law) without prior written authorization from the other party.
All notices or writings required to be given pursuant hereto shall be deemed given, when actually delivered to an officer of the
receiving party.
In the event that a court of competent jurisdiction holds that a particular provision or requirement of this agreement is in violation of
any applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation of such law or is not
otherwise unenforceable, and all other provisions and requirements of this agreement shall remain in full force and effect.
No amendment to this agreement or waiver of any rights hereunder shall be effective unless in writing and signed by the party
against whom enforcement is sought.
This agreement contains the entire agreement and understanding of the parties as to the subject matter hereof and merges and
supersedes all prior discussions and agreements with respect thereto.
Page 4 Of 4
N9 Software License Agreement
SCHEDULE A: Software Modules, Initial License Fees and First Annual Maintenance Fees For up to _16_ Users
Software First Annual
License Fee Maint Fee
System Access Manager
_$ 1,200
Meeting Sales & Contact Management
_ 3,700
Booking & Scheduling
_ 3,300
Contract Administration
_ 2,750
Event Management & Accounting
_ 9,000_
Purchasing & Inventory Management
_ 2,750.
Total Asset Management (Facility Maintenance)
— 3,300_
InfoMaker End -User Query & Reporting
_1,500.
Accounts Receivable
2,750
List License Fee Value _$ 30,250_
10 Module System Pack Offering'
('10th module to be selected at later date with additional maintenance)
SCHEDULE E3: Payment Terms
3rd Party Products (Infomaker/Sybase) Fee due upon contract execution
25% of USI Software License Fees due upon contract execution
50% of USI Software License Fees due within 10 days of software installation
25% of USI Software License Fees due upon final acceptance. (See Addendum)
_$4537.50_
Total _$19,900r _$4537.50_
First Annual Maintenance & Support fee 90 (ninety) days after software installation date.
On-site ImplementationTTraining invoiced as incurred. $1000/day + expenses
IENT agrees that it has read this agreement, understands it, and agrees to be bound by it. Further, CLIENT and USI agree that
this ag ement is the compete-*tement of terms and conditions of the license granted hereunder to CLIENT.
FOr
Authorized Signature
DAVID R. LANGSTON
Typed or Printed Name
MAYOR
Title
3/]4/96
Date
ATTEST:
"
etty M. Johnson, City Secretary
For S -
A thorized Sign ure
Dieter K. Ungerboeck
Typed or Printed Name
President
Title
2/29/96
Date
us
ADDENDUM TO SOFTWARE LICENSE AGREEMENT
UNiGERBOECK
SYSTEMS, INC,
This Addendum dated 3/14/96 shall attach to the Software License Agreement dated
3/14/96 between Ungerboeck Systems, Inc. (USI) and the Lubbock Memorial Civic
Center/Municipal Auditorium -Coliseum (CLIENT). All other terms and conditions apply.
A) Section 5, CONFIDENTIALITY, shall include in paragraph a) as follows:
However, this provision is subject to the Texas Public Information Act located at Chapter 552 of the
Texas Government Code. If a person requests information that USI considers proprietary or protected,
CLIENT will request an opinion on the matter from the Texas Attorney General. It is the responsibility of
USI to defend its own position before the Texas Attorney General. If the Attorney General orders
CLIENT to release the information, CLIENT must comply.
B) Section 11, GOVERNING LAW, shall be changed to the laws of the State of Texas.
C) Section 17, MISCELLANEOUS, shall include in the first paragraph as follows:
This provision is subject to the Texas Public Information Act located at Chapter 552 of the Texas
Government Code. If a person requests information that USI considers proprietary or protected,
CLIENT will request an opinion on the matter from the Texas Attorney General. It is the responsibility of
USI to defend its own position before the Texas Attorney General. If the Attorney General orders
CLIENT to release the information, CLIENT must comply.
D) Schedule B, Payment Terms, as amended in the Software License Agreement shall define terms of
acceptance for final payment as "Within ten (10) working days of the date of installation of the Software
and initial on-site training completion. This training must be scheduled to be conducted within two (2)
weeks of Software installation.
or amendments hereunder shall not be effective unless in writing and signed by both parties.
by
For/CLJ,RNT:
Authorized Signature
DAVID R. LAN STON,
Date 3 / 149 6
For SI
thorized Signa re [/
MAYOR
Date 2/29/96
ATTEST: y
Betty Johns n, City Secretary
APPROVED AS TO CO TENT:
4
(0-
Vicki Key, Civic Cents Manager
APR OVED AS TO FORM:
Clarence E. Walker, Assistant City Attorney
1350 Elbridge Payne Road, Chesterfield, Missouri 63017, Tel. 314/537-0350, FAX 314/537-3720
t'a`
APPROVED AS TO CONTENT:
Vic i Key, Civic Centersager
APPROVED AS TO FORM:
(bomrd
Clarence E. Walker, Assistant City Attorney