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Home My WebLink AboutResolution - 2487 - Agreement - QEI Inc - Software License - 12/18/1986JW:dw Resolution #2487 December 18, 1986 Item #19 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, an agreement between QEI, INC. and the City of Lubbock, relating to sublicensing of computer software and related matters, attached herewith, 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 .lath day of December , 1986. Z C. "o B. C. McMINN, MAYOR ATTEST: Boyd, City Secretary APPROVED AS TO CONTENT: Sam Wahl, Director of Water Utilities it Orth Fullingim, Assistant Attorney Parkhill, Smith & Cooper, Inc. Engineers • Architects • Planners 4010 Avenue R Lubbock, Texas 79412 806-747.0168 TO Com/ TY o � L,4X dot l X1ls ATTENTION: A% . 0^17W de L c Pt--. Letter of Transmittal DATE PROJECT Strf1P��lSo 2✓ (�D/J i7Pt "� �a u is i r�e.J -sys r:°.til LOCATION PSC JOB NO. GENTLEMEN: WE ARE SENDING YOU ❑ Attached ❑ Under separate cover vi ❑ Shop drawings ❑ Prints ❑ Plans ❑ Copy of letter ❑ Change order ❑ Payroll �_ Lic�s� l�9Rn�uaw� ❑ the following items: ❑ Samples ❑ Specifications ❑ Submittals ❑ Catalog Cuts ❑ ❑ COPIES DATE DRAWING NO. SUPPLIER DESCRIPTION a S�a7 THESE ARE TRANSMITTED as checked below: LJ For approval ❑ No exception taken ❑ For your use ❑ Make corrections noted REMARKS ❑ As requested ❑ For review and comment ❑ For information E.L ❑ Revise and resubmit ❑ Rejected ❑ For bids due ❑ Resubmit copies forapproval ❑ Submit copies for distribution ❑ Return corrected prints ❑ Prints returned after loan to us 19 We are retaining COPY TO copies for our file. If enclosures are not as noted, kindly notify us at once. PARKHILL, SMITH & COOPER, INC. �,:SIGNED21L_1, _ Agreement File No. 85018 QEI, INC. LICENSE AGREEMENT AGREEMENT dated as of the JB_t6_ day of _~_, 1986___, by and between QEI, Inc. with offices at 60 Fadem Road, Springfield, New Jersey 07081 (hereinafter referred to as "OEI"), and The City of Lubbock, with offices located at 6001 North Guava, Lubbock, Texas 79412 (hereinafter referred to as the WITNESSETH WHEREAS, QE% is the Owner and desires to license to the Licensee certain computer-based programs known as SCADAP-11 or Supervisory Control and Data Acquisition System (hereinafter referred to as the "Licensed Software") upon the terms and condi- tions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual convenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: SECTION I A. Subject to the terms and provisions hereinafter set forth, gEI hereby grants to the Licensee a non -cancelable, non- transferable and non-exclusive license (without rights to further license) to use the Licensed Software solely for the use described herein. B. The parties understand and agree that for all purposes of this Agreement: (i) The Licensed Software encompasses the totality of the processes and routines used in processing the kind o+ information to which the Licensed Software refers, in- cluding machine readable code (compiled or interpreted code), and ancillary materials such as user instructions, design specifica- tions and other reference documentation and any updates or revi- sions to the Licensed Software; and (ii) "use" shall mean copying all or any portion of the Licensed Software from storage units or media into a CPU (as hereinafter defined) or using any Licensed Software in the course of the operation of any CPU or in support of the use of any CPU or Licensed Software; it being further un- derstood and agreed that such "use" shall allow the preparation of one archive copy of any machine readable portion of the ' ' Licensed Software for normal security back-up pur.oseys, provided that the Licensee properly reproduces on each such copy all proprietary notices and legends that appear on the original materials. C. Nothwithstanding any other provision contained herein, this Agreement shall immediately terminate upon (i) the liquida- tion or dissolution of the Licensee; (ii) the filing by the Licensee o+ a petition in bankruptcy or for reorganization or for adoption of any arrangement under the bankruptcy act, or any ad- mission seeking the relief therein provided; (iii) the making by the Licensee of an assignment for the benefit of its creditors; (iv) the consent by the Licensee to the appointment of a receiver or trustee for all or a substantial part of its property or to the filing of a petition against it under any such bankruptcy act; or (v) the adjudication of the Licensee as a bankrupt. No such termination shall relieve the Licensee of any obligation in- curred prior to such termination nor in any way impair any of QEI's rights accrued prior thereto. SECTION II A. QEI convenants to and agrees with the Licensee that QEI shall be responsible for providing to the Licensee in respect of the Licensed Software: (i) The SCADAP-11 object code for all programs; (ii) the assorted computer operating instructions and data tapes; (iii) the existing samples of SCADAP-11 user docu- ments. B. The Licensee hereby convenants to and agrees with QEI: (i) to use the Licensed Software on a specifically designated single CPU (as hereinafter defined); (ii) not to grant sub- 1icenses for, or assign or transfer in any manner the Licensed Software to any other person or entity; (iii) not to release or divulge any information contained in the Licensed Software or any part thereof, or any copies thereof, in any form to any third party; (iv) to take all reasonable precautions to protect and preserve the proprietary rights of QEI in and to the Licensed Software; and (v) to take all appropriate action by instruction, agreement or otherwise with its employees or other persons per- mitted access to the Licensed Software to satisfy its obligations under this Agreement with respect to the use, protection and security of the Licensed Software. For purposes of this Agreement, "Single CPU" shall be defined to mean one Central Processing Unit or dual Central Processing Units, provided in the latter case, they are con- figured in an active/hot standby architecture, and furthermore, that both are primarily utilized for the Licensed Software function; and "CPU" shall be defined to mean a Central Processor 2 M Unit in which the Licensed Software may be used. C. DEI further agrees that the Licensee shall be entitled to all of the benefits of all warranties and programming services covering the Licensed Software (the terms t»f which have heretofore been disclosed to the Licensee), insofar as the Licensed Software is used in accordance with the terms hereof; it being understood and agreed that DEI extends no warranty or guarantee whatsoever with respect to the Licensed Software, whether express or implied (including, without limitation, any warranty as to merchantability or fitness for any purpose), ex- cept as specifically set forth herein or as otherwise agreed to in writing by QE%. SECTION III The Licensee hereby agrees that no use by it of the Licensed Software shall violate any law, ordinance, order, regulation or governmental or contractual requirement relating to it or its propertiesv and that the Licensee shall indemnify and hold DEI harmless from and against all costs, expenses, losses, claims, demands, liabilities and/or obligations, including without limitation, reac/nable fees and disbursements of counsel (collectively, "damages"), arising from, relating to, or in any way sustained or incurred by reason of the Licensee's use of the Licensed Software, except in the event and to the extent that any such damages directly result from the breach by DEI of its obligations to the Licensee hereunder. SECTION IV A. All notices and communications to be given hereunder shall be in writing and delivered personally or sent by telecom- munication or by registered or certified mail, return receipt requested, postage prwopaidv addressed to the parties at their respective addresses set forth above, or to such other address as either party may hereafter designate to the other party in the manner set forth above. All communications personally delivered or sent by telecommunication shall be deemed given when delivered or received, respectively, and all communications sent by mail shall be deemed given on the date deposited in the mail. Each notice or communication shall bear the date on which it is delivered. B. This Agreement sets forth the entire understanding o+ the parties and supersedes all prior negotiations, understanding, and agreements relating to the subject matter hereof. C. If any one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforc.eable in any respect under any applicable law, the validity, legality, and en- forceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby. D. Neither this Agreement nor any part hereof may be as- signed or leased by the Licensee without the prior written con- sent of the Licensor. This Agreement shall be binding upon and inure to the benefit of the parties and, subject to the foregoing provisions, their respective legal representatives, successors, and assigns. E. Each of the parties hereto shall use its best efforts to take such actions as may be necessary or reasonably requested by the other party hereto to carry out and consummate the transac- tions contemplated by this Agreement. F. No amendment or modification of any term of this Agree- ment shall be valid and binding unless in writing and signed by the party to be charged therewith. G. This Agreement shall be governed by and construed in ac- cordance with the laws of the State of New Jersey applicable to contracts made and to be performed entirely within such state. H. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together constitute one and the same instrument. J. All money owed GE% per the November 9, 19B4 contract has been paid. IN WITNESS WHEREOF, the to be executed as of the ATTEST: � �;_______�_��___ ane parties have caused this Agreement first above written. TEXASLICENSEE: CITY OF LUBBOCK, tu 4a DATEm _1 q86 ........ DATE: 4 77�laql i7ift I 60 FADEM ROAD, SPRINGFIELD, NEW JERSEY 07081 • TEL: 201-379-7400 • TELEX: 755026 . CARS F AnnaFcc• nmitur, January 8, 1987 Mr. Terry Ellerbrook The City_ of Lubbock Water Treatment Plant 6001 North Guava Lubbock, TX 79412 Re: The City of Lubbock License Agreement QEI S.O. 85018 Dear Mr. Ellerbrook, Enclosed, for your information, is one fully executed copy of the License Agreement for the software in the above referenced system. Please let me know if I may be of further assistance. Sincerel Edward K. Rom ine Systems Project Manager /j enclosure cc: Mr. R. Gooch