HomeMy WebLinkAboutLicense AgreementSignatur
Title City Clerk
Date
BSI ASSOCIATES
220 Reservoir Road (suite 15)
Needham. MA 02494
713114441404
LICENSE AGREEMENT FOR PROPRIETARY SOFTWARE PRODUCTS
1 hi, Arco -ruin {=+i1:R8'_ } I, made Lm Ihr Ihlil la} I>r hens, 2OL 4 IuUvccn
IiSI Auui: do+. Inr 22..0 tiesersuil knasi Nes•dh.ml. M;\ 02194 )" 13&1•`•1
2) City or Miami di1I1 NW 2nd Asi'rglc hhmilli. 1.1 13128 l"c'usumicr"1
Where, s
Al litil, iti the ii ncr Iaul licktirtili n1 Ihr SI,;Ilwiue;Is hocirI Lilel sle"Cllhed
I1)
Customer is desirous srl ti ii ; Itie Sul;wrrirc ussucd and licensed by
Nuse it IN hereby' agrred sa lidluss�.
I. DEFINITIONS.
Nar Priscilla Thorpson
7,
hrl
,tor
Cit
ernandez'
At torn y yr��
AccigHr,1 ss In rnmir.m : rCgti rcirerlf
halnc Dania F. Carrillo
Sioaturr
Dalt'
tiiek.Manngemsnt.Administrator
1l;tce'lrlenr yf11FiK2? Page,
"Acceptance Period" means the first im days after the Effective lime
"I )ovum entation" means the documentation provided by 1i& L to Customer for the lnsfaliaimn, use and
support of the 5uliwme.
"Ikffeeti%'e Dace" means .lnly t, 2110,1.
.'Processor " means the processor(s) described in Schedule I, including model, style and serial number(s) on
which the Software is authorized to operate,
"Product Support" means the work clone by [3&f to keep the Software Current, provide Updates, pros Mc
hug fuses, provide telephone support, and make sure the Software runs on the three mast current sersirtns at
the Unisys operating system (N1CP)
'Product Support Date" means the July 1. 2004 and each anniversary. thereafter
"Site" means any Customer location
"Suitw'ilre" means the licensed software as descTtbcd 11I Schedule I and the Documentation.
"Subsidiary" means a corporation or other entity more than fifty percent (50%) of whose outstanding voting
shares or securities arc, now or hereafter, owned or controlled, directly, or indirectly, by Customer.
"Update" means a release of a Software product, subsequent to the initial delivery, which incorporates (a)
accumulated corrections, or (b) enhancements together with revisions to, or revised, f)ocumentation which
properly describes the updated Software.
"fear 20(rfi Compliant" Ricans the Software is written to ensure the ability for continued normal use such
them neither the performance nor the functionality of the software will be affected by changes to the date
torrent caused by the advent of the year .'.first.
2, (;RANT OF I.10ENSE
2. I 13&l.. hereby grants to Customer a permanent 11011•cxclus1Ve right and license to utstall and use the Software
at the Site on the Processor described in Schedule !.
2,2 Upon prior written notice to f3&L. Customer may change 111e Site,
2,1 Upon prior written notice to li&.I. Customer may operate the Software url a smaller processor than the one
described in Schedule I provided tllut
h) the Processor described in Schedule ! is still present at the Site. and
I)) the Software will only run on tune processor III total
2 .1 Lustomer agrees to refrain horn using the Sul1wure fur other entities or Subsidiaries on a service basis
without the written pennIssitin of 1.3,5:1_.
3, CUSTOMER CERTIFICATIONS
t. I C astomer agrees that the Software will uhvays lit livened for the largest 1•f('1' based Processor at the Site.
4. .1.ICENSE FEES
4.1 The license fees are shown in Schedule I .
5 UPGRADE CREDITS
Accephni for Ii&I 2-)
Initials • r l
r
Date � 1-,<,
i?1
Accepted for Costume' by
Initials
Date
I •
k
_1e:eerbel1t »i.714h,1? I'ugc. 3
('sw(1ll+ Will b12Issued Irn,arel a net Ii.erae should Customer upgrade to a larger Processor on vrhrch the
Sotiwaie operates Within live )cats of the t.IEcctrve 1.1sic of Ih1s Agreement 'the amount of the credit Wlli
b,� the Eirct>c 1i es shown rn tic hcilMe t plagued ricer a three year period.
TAXES S ANI) DUTIES
Er. I ('u..stouler shrill be responsible fins remitting to federal andior state mid locol nu authorities any .lpplicabie
taxes unvt duties due by C'ustuutcr to such authorities based Liar payments made to R&l. pursuant to Schedule
I and 2 and shall hold If&I. harmless;toil indemnify it for :my liabilities, cost aril es:perascii, including
attorneys' lees, to :try %Pi :W1iun 11). rc pairing 111 -.lay way to the tax treatment ill Ille puyntcsus made pursuant
10 this agreement
7. I J. Iti1 AND TERMINATION
The license offered under this al c,111VIg 1. for the Software on the 1'roevi sir ,Atli the power rating I RI' 1st
described in Schedule I
1 2 the tool of this Agreement is tin three years beginning ]u}y 1. 2004 and ending June 31). 200?
.1 The Customer shill] have the right at any tithe within the Acceptance Period to R 4LIEIl the Software for arly
reason whatsoever. Should Customer return the Software during the Acceptance Period, Jilt liecnsc fees pilitl
hy Customer for the Software being returned will he refunded.
Notwithstanding paragraph 7.1. this Agicelllent may he terminated
al by either party for meter i.11 breach or this Agreement by the other party prcn-isfesl that if the breach
is capable of rerlrcdy, the m1ILK;7111 1 1oy IIils first given written not lie 11 the party in hreacl4
identifying the breach concerned and calling stir it to he remedied, and the breach has not been
remedied within 45 clays L,f service ,1f such notice,
lit hy- Customer lot unapproprlat:on of funds, Or
c I by Customer's thirty- day notice o1 termination of the Agreement
7.5 In the event of termination, Clushuller shall return the Software unencumbered -.tail certify to R&L that all
copies tit partial copies have been destroyed.
TRANSFER OF SU1c'I'WARE
flic rights and license granted Caislorner hereunder to hold and use the Software arc restricted solely and
exclusively tU C'uslomer and may no he assigned, subleased, suhlicense•d, Mild. offered for sale, disposed
of, encumbered or mortgaged
PROPRIETARY RIGF1I S
'the imaership and all rigid, title and mien eat in and to any trademark tradenauie, parent.. copyright.
technology, know •h w or other proprietary interest relating, to the Sotilwatc is and will remain rested solely
1n Ifs 1.. Customer will use all reasonable efforts to protect all such propncnny rights of I1&L, and. upon
lecluesl by R&L, will assist at the expcnsr of I3&L, 10 present or hill any unauthorized use of MI.
proprietary rights related to r11e Software. Unless otherwise agreed in writing, copyrighted rnt1Crialx WIlI
rnll he copied except liar archival porpose.r or i1 otherwise expressly authorized in this Agreement.
e.usnlrncr shall not remote or Uglily:tiny ff&L copyright notice or ogre! proprietary notice contained in the
Software or the f)ocunlerilill3Li11.
Ac: eptcd lug L1&1 h .. J Aeecpled for Customer I1),
IFlatl.11s �/ 111:Mini
Date CAS/tl' Date
Ag:ri:einel 4o3xiir.2 3
Page. 4
C'ustorner agrees to lake reasonable steps to polled the curltulel-main. of the Software- C'usIorncr agree;
'i 2 1 rot to disclusr or hart>tct the Softwan: to any thud parties:
),2? no 10 dccurnpile, rcv'erse engineer, rnulUly, teproduGc, rc711 or lease. or otherwise dispute of the
Solis.. arc; and
i) 2.1 not to dllplieale the Soltw'ilre except as required for C'uslotiler's use at the Aut11ori%cd She or lift
providing backup of the Software.
111.11 WAIVERS:
I11 I No delay or failure of 13&L or C.uii10111er in exercising any right hereunder and no partial or single exercise
Ihcreuf, shalI be deemed of itself to constitute a waiver ol'such right.
111 ' llr+i 1. may accept any payments from any person tendering the same without thereby accepting such person
a[ (li.00ater hereunder or waiving any breach or covenant or provision against assignment or transfer by
( ltstran:r
11.0 WARRANTIES
I 1 I 13441. represents and warrants. that
al the Software. when delivered and installed, will operate on the Processor specified on Schedule 1 of stirs
Aglccrnt'I11 ',
1s) any service rendered by I3&L swill be performed in a professional manner by qualified personnel, and
cj the Suilware is the Ycar 2000 C'omplrtnr.
11.2 I1h L warrants that it will not withdraw the availithility of Product Support for three years from the fifteen rc
(late of this Agreement.
1 1- 4 During the lime thin the Software is under 13&L. Product Support, I3&L will correct or replace it author
provide .services necessary to remedy any programming error which 1r' attributable to ii&L. Such
correction, replacement or services will usually be accomplished within 30 days from the date that
Costumer has identified and [mulled I4&1,. of any such error in accordance with B&1.'s prescribed reporting!
procedures.
Asa pre -condition to any action on any warrantee arising out of this Agreement, notice ciliary defects in airy
ttlatet rats, equipment or services must he gtvcn to I4&L. within thirty (301 days of the discovery of such
defects
12. ))l;FAIJL'i
12.1 llefaal( is detined to include Customer's faiiurc to pay any amount within 10 days after notice to Costumer
that the same is 45 (lays or more deiirlgnent, if an assignment, sake, mortgage, sublease or sublicense o1'the
Sollwutc is made or attempted, if any distress, execution, or attachment is levied hereon or upon the
Software or such action is attempted; ifCustouicn shall her:nme insolvent; upon initiation of bankruptcy or
receivership proceedings; upon the execution by Customer of a Deed of Trust or Assignment I'or the Benefit
of Creditors or any other transfer or assignment of II similar nature; or upon Customer's breach of 'illy of tiie
otter lows or conditions hereof
12.2 hi ibc event of default on the part of the Customer, 11&1. has the right to terminate this Agreement and to
enforce all its rights and remedies under paragraph 7,3,
Accepicil for 111E by
111irl'Jli _
Accepted for Customer by
Initials
Dale
lticement irir M'3
Page. 5
I3. F4)14('F. NIAJF:URE
1 3 I Neither part) shall be hatric to lie littler liar delays or failure of per lilrnlairrw slur to rinse; beyond its
contrail, Such causes include Ivvuhout il[n11:niUa1 strikes, riots, war., govclontcnl regulations. acts of Clod,
fire, or shortage of materials, prornfed, however, if such delay ur failure continues beyond sixty (fill) days,
the oilier party shall have the option, exercisable by written malice, In terminate the Agreemcnl pursuant to
paragraph 7.3
14. LIMITATION OF L.IAIIIL.fI'Y
1.1 i 1N NO EVENT 1V11.1.. IWO. RE I.JAMI E 'I`() CUSTOMER OR ANY OTHER PERSON RSON OR
ENTITY FOR AY1' SPF:CI:11.. INDIRECT, INCIDENTAL, SPF:CIAI. OK CONSEQUENTIAL.
DAMAGES INDATSOEVER
I: ar PRODUCT SUPPORT
I i 1 Product Support will be .Ioo geil for on a ycaay basis starting on the Product Support Date. The product
.uppcxl fees for the Soflwure 1b1 the Icon of the Agreenvent air sha]wn 111 Schedule 2
152 ti&l. will use its best elide:mars to correel as promptly as possible errors in the Software notified to R&I, by
Customer, Code currecnons u1 instructions on ,work aruunds supplied shall lie accompanied by adequate
d lreunlenl'aliun to erlahle the eode correction to he installed and to advise Cuskuier of any operational
differences known to H& 1 resulting from lie code correction or work arotutd, together with any resulting
changes to the Doa.umcnultIun_
..I MI. ...sill maintain and a., necessary modify Ilse Software so as to Ire compatible +villa later releases of the
system software of the CIISIUI1C1 rnieiputel systems on which the Sulu re is designed to run. Copies of
each bees version of the Solt++,oi revised i)ocumcnt4hnnl in tepl:Icerncnl of copses installed wrlh
t_'usionter will be supphc.l as soon as pia tic.able alter the non lieanon by 1. *oi. osier of la new release of the
ra#r.v:oat sys(rm software.
1.5 3 13&I_ will make available stall knowledgeable in the Software to tciipn d to telephone or tciclax queries by
('urtnmer during the hours of y ado to 5 PM USA Eastern Standard Time. Mondays to Fridays {statutory or
eastuunuy holidays in the 1.SA esceptod). Ii, I_ will use its hest cndearurs 1tl 1)1ovlde a responsive service
outside those hours, 'Idle service to be provided under this paragraph includes responding 10 queries art the
operational use of Ilse Software, assistance in identifying ur verifying the L'1nse5 o1'suspected errors or
malfunctions is the Software, advice on work :rounds to avoid the citeds of identified errors or
rnalfuntaionn where possible, inharrnauiun 11r1 errors previously reported to I4&1., and advice on the features
and capabilities of Are Software
I5.5 At the request of Customer, It t1. will provide on -sate assistance by quati led stair as soon aS. possible alter
tttc Customer's request lit case ultniery;cncy, and ulherNisc at mutually convcolrut tunes, to overcome any
pr1hlrns. experienced in the srt;taliruson .null die of the Software vvhtcls ('uatunrcr as unable to reso1vr
li+calI). l or thi..er roc C'us1111vr shall Iraq MI_ its prevailing day rate fur .I support pctaun, plus
reasonable travel and holes cxpen+c•. pnn'uled that all rates and eapeosc: ate:hproced by Customer
15 t, 13&1. shall ensure responses to eirols ut defects in file Software reported by Customer and documented in
accordance with reasonable bolt repurlutg procedures to he provided Ity fI&1., and complete the correction
or operational nvoidancc of the error or detect (i.e. where the Software is IICrtanisiraled nu! 10 work in
accordance with A&I.'+ speclI iII1onsl iu accordance with the following, schedule
hcceptod for 13Sc1.
Initials
11•ilc
Accepted for Customer try'
lsuliul.
Date
Ape -envoi rrli.3xsi2 f
Page. 6
j.rrtsr K Priurltt I i c,pgrisc?�
hmuergency IAi 4 hours 5 days
('rrtical {1fj I dui,' 2U days
Non -Critical {Cil 20 days Next update
I imr starts to run from receipt by I3&L of documentation of the fault, including a description nfthe event
Mai caused the faun, and the Sollwinc involved, - I Inwever, if documentation received by MI. Is
incomplete, ULU. must promptly, identity errors ur omissions in the documentation to the Agent
i I 1 Priority ('odes A (.'alastrnphic system or module failures which
prevent user processing and which do not have a
viable detour or work around available
13 Problems that have been substantiated as a serious
inconvenience to the user, including priority A
problems or which a temporary detour or
work around is available
Problems which the user can easily avoid or detour
for which there is no urgency an resolution
t21 Response Response consists of providing the following, in the following order of
priority: nn existing corn isnn, it new currecttun against reported product
level only; a viable work around; a reasonable request for more information
ation
to complete analysis oldie problem, provided dtat for priority A problems.
if&L shall use i1ti bear endeavors to provide at least a viable work around
within 2,1 bouts,
3) Closure Closure consists of providing a final correction, including by way of update
or maintenance release and revised or new Documentation as approprrtc, or
establishing that such closure is nut practically possible.
16. M1S('I LLANEOj1S
It+. I NO modification or amendment to this Agreement shall he valid unless in writing signed by authorized
representatives of the parties.
lfr 2 If any provision of this Agreement is held or determined to be invalid or unenforceable. the remaining
provisions shall coi1nnue in full fusee and cticcl.
l if 3 The captions of the articles and sections of Ibis Agreement are for the convenience of the parties only and
shall nut he considered tit any interpretation of this Agreement.
101.4 In addition to the rights and obligations which survive as expressly provided fur elsewhere in tttis
Agreement, the provisions which by their nature xlu utd NIkrVuVt, shall survive and continue tiller any
termination or cancellation of this Agreement anti shall bind the parties, their successors, their permitted
assigns and their legal representatives.
1 a, 5 This Agreement cunstitu1es the complete and final expression of the panics' agreement as to the subject
matter hereof, and shall supersede all prior agreements, expressed or implied, whether oral or written, It
may not be relcasccf'discharged, changed or muddied except by an instrument in writing signed by a duly
authorized representative of each of the parties,
Atceptcii list li&L ny:
lnitrals
Date
Accepted fur Customer ivy
lnit1al%
Hate
A r _crlsenl ;,Lr31 i' i
10r,
1 hi. Agreeinenl sh311 Poe go%cLi 1 ki 41-1h11•6, I 10.:,nd ruotSlrued I1 : Ln,rd,ulil V.111) flit! 1.0AS+,i the Starr
ui 1•lunclu r11 Ihc 1111 iL'lI SI.11i ut •lnirnca.
Apt eviric :l clay he a 1eiulrrl i i IW„ ni more cuurnerp %ris , earh nl' winch S1cdI lsc dcenlec: an uri}tgt.il
but all 111 Which 1oge•Iher ;#n111 1,c io aisd Ihc 5a111e 111su unlcn1,
Sc'Il1:l)LIL1{ 1•
Product
Prirersior
RIM
• License
Type
1.Ictnst
F'er
1113ARS
1.thra-52i1
3159
hill
47,,15-1
131.1_113 Sciil-iI.rbc•1
Libra-52l1
3159
hill
29,546
FIL.'RC)1311
Li1n i-529
3159
hill
:U,483
FILM LWFit
Libra-529
3159
Full
7,491i
13L44ACK
1.ibru-521.)
3159
hill
1I,1124
Bl.?S('HEI.)
l.ihni-520
3159
Full
14,91?
RIJUIS'I•
Libra-5 0
3159
Full
l i,97x
Natal
21(4,21)0
Less Di..tt,urlt
20"..I0
•10,S,10
Net license Fee!,
1(0.360
I tie I. tbra-5 ,(1 pfncr.}au1 rua} be used in rrluli1l)c paruluul+ a 1.11+
('a51.1)nler ,leriors .ippnllrrtalr
Arirplr,! 1rn. tSc4l_ h Arceplcd Ii;r Cu,rniner ti'
Itit -tl+ L larittaks
Dolt-/ ! )�J Date
Agreement Page ,r
Si'111'.1J111..1 2
Period (.'nvercd
Period Olrhoa( ()ptiorrol Optional
Covered Period I' Period 2 • • Period 3 a `•
7'1.04 • 1`1'24)05 - 4'1.2006 • 1' lift' -
Product PToLessra l 2 11J211104 I,2,31i2(105 12,:11'20(11, fr 3r1+0.
IiIJAItS Libra-520 1'aid i3,445 1.6,98.1 ',271
RdLIB with label I.,ibr;i-52o Paid $,3'"l .r',?lir, 4,517
I(1.•0.OH(1 l.ihoa-S-'.11 raid 5,tt60 t,,t 9.1 3,169
lid 'V'IEW'E1t I-3hra-S1'1) Paid 2,124 2,209 1,149
111 'PACK l ihra-521J Paid 11,7/90 9,142 4.754
I11-.'S('HFq L.ihra•5211 1'a!d 9,03H 10,104 5,212
l'IL1u1ST Llhra-520 Paid 9,027 10,(112 S,206
Total 0 57,1155 11,0,1711 31,2811
• 'rt. he billed January 1, 2005,
"" 1 o he billed January I, 2000 Thi. as tier six months
•• 7n be billed January 1, 2007 Ibis is for sox month;
of pi odtiet support. The total for twelve months of
',dill Would he Sh2,570.
has product support charge i tor the Soitxare under this Agreement ix paid through [lecenther 3 E.
2.004. 11tr ('s1y may IJa%c Ike cc options to renew Product Support oiler this agreement T1ie firm
aption is for one year beginning January 1, 2005 :nsd the second option is one )car beginning January
I. 200(i and the third option is for six months beginning January I, 2007. 'lo exercise its option to
renew Product Support, the City mil provarle M1. a renewal notification at least thirty (30) days
prior w the oat of rlte prior Product Support period. .
Accepted for 1i.L I. by
Initial,
.\tcepted for Custortier by.
Irutiala
S ialc