HomeMy WebLinkAboutLicense Agreement 2}
B&L ASSOCIATES
220 Reservoir Road (suite 15)
Needham, MA 02494
t f81) 444-1404
LICENSE AGREEMENT FOR PROPRIETARY SOFTWARE PRODUCTS
I }lii .\i;reenleat (40 j28-8.1) is made on the 31 slay of March, 20(13 between
I ) R.LI. Assoculies. luc 220 Reservoir Road Needham, MA 0214-1 ('•till."1
2) City of Mimin �ltiu N \ 2nJ Avrnuc Minnii, I-1 331 S ("Customer")
1\'bctens
A} MI. is the owner and licensor of the SoltWare as hereinafter described
I}) Customer is desirous cif using the Solissare msned:ind licensed by 11&1.
Nirw- II IS hereby agreed as follows.
I)1•:1 INI•I'IONti,
"Acceptance Period" means the first 30 days alter the Effective Date,
"ih=cunrcntalioo" means the documentation provided by 13 Ei. to C•ustouier for the installation. use and
sttphnil of thr snliss:rrc
Nome
S ginitnre
1Ole
Attest:
IrCtSurer
\latch 11-2mt3
Name: Prisci11a A, Thompson
.`�igrat ut
t_]e: tilt y rlrrrk
I)n:
Accepted for Customer
Name
Signature
Title
Dane
Accepted as to foam and curtecms-ti,;
A1(,:'trlt1d;. — Vi"taro]ln
,-
�y
ONitrite
Signature
Tide
l
City Attorney
t )a1C —
Accepted as to insurance rcyu reu.e.
0 V E.$
Mime
Signalur
Title
I)ate
Risk Manarjnmont A'dri in irtt• r.tf•,or.-
Agreement +it117•a21 lit
Page 2
"I ifectwc Date' means ianual y 1, 2f 04,
"1'1ot:es,otr „ means the procesSorls) described in Schedule I, including model, style and serial nuntherts) un
rlr .:ki the Software is authorized to operate.
"Product Support" mcalii the work done by 11A4I to keep the Snt)wa re cirri ent, provide 1 Jpdrres, provide
hug fixes, provide telephone support, and make Sure the Software runs on the three most cur rcnt versions of
the Unisys opethtirlg system 1 MCP1.
"Product Support Date" means the January I, 2004 and each anniversary lhereafer.
"Site" means any C'ustoinci ligation.
"Software" means the licensed software as described in Schedule 1 :rod the Documentation
"Subsidiary" means a rrrtpa,tslion or other entity more than fifty percent (50t%';0 of whose outst.mdinit voting
shares ur Securities are, ❑our or hereafter, owned or controlled, directly, or inctiteclly, by ('usituner.
"liptli lc" inea is n release 0111 Softwure product, subsequent to the initial dclircl'y, which incorporates (a)
accumulated corrections, air (b) enhancements together with revisions to, or revised, Documentation which
properly describes the updated Software.
"Year 201)0 (;nnlplianl" nlearts the Software is wrtlleil In ensure the abddy for continued normal use such
that neither the performance nor the functionality of the software will he affected by changes to the elate
format caused by the advent of the year 2001).
2, (;ltANT OF LICENSE
2.1 11&I. lsereby grants to Customer it pertttancnl non-exclusive right and license to install and use the Software
at the Site on the Processor described in Schedule I.
Iipun prior written notice to IIRI. Customer may change the Site.
_2.3 Upon prior written notice to Mt. Customer may operate the Sufl44sc on a Shatter pracessul Maui the one
described in Schedule 1 provided that
h) the Processor cicscrihid in Schedule 1 iti still present at the Site, and
bl the Software will only rain on one processor in total
2 -t Costumer agrees t0 retrain limn using the Software for other oust es or Sullxidlaries an a service bads
widtout the wrMen permission of k3&L.
3. CI.1S'l'(MER CERTIFICATIONS
3.1 Customer itgrees that 111e tiuflwure will always be licensed for the largest MCI' based Processor at the Site.
4. i.ui:N'SF: FEES
-1_1 The license fees are shown in Schedule I
5 11l'(,I4ADE CREDIT'S
5-1 Credits will he issued toward it new license should Customer upgrade to a IaIger Processor o11 which the
Softwure operates within live years of the Effective I)ulc of this Agreement. "1'he amount of the credit will
he the license lees shown in Schedule 1 prorated over a five year period,
Accepted liar
Initials
Date
Accepted tier
litials
Date
Agreement ra0:17.1'8-R1 Page. 1
6. T.A.NES AND IDU'1'IIsS
6.1 Costumer shall be responsible tin remitting to tcdcrat and/or state and local lax authorities any applicable
taxes and ditties due by Customer to such authontics based on payments made to 13&L pursuant to Schedule
I and and 511a19 hoist RLI. harmless and indemnify it for any liabilities, coat and expenses, including
allorney N' tees, to any. tax authority relating in any way to the tax treatment of the payments made pursuant
to this agreement.
7. TERM ARI) TFIlMINA'l'ION
7.1 'I he license offered under Ihrs agrccrnent is for the Software a1 the Stec (III the Processor described in
Schedule. I for the term described in Schedule 2,
7.2 The Customer shall have the right at any. time within the Acceptanec Period to return the Software for any
rea.un whatsoever. Should Costumer return the Software during the Acceptance Period, all license fees paid
by Customer fur the Software being returned will be refunded,
7.1 Notwithstanding paragraph 7. ), this Agreement may he terminated
by either party for ounce tat breach of this Agreement by the other party provided 'that if the breach
is capable of remedy, the innocent panty has first given written notice to the party at breach
identifying the breach concerned and calling for it to he rcntedicd, and the breach has nut been
serncdicd within 45 days of service of such notice,
h) by Customer for unappropriation of finds, or
e) by Customer's thirty day notice of Iet'nliuution of the Agreement
7 t In ilir ovum of terrninatiorr, Costumer shall return the Software unencumbered and certify. to I1&t. that all
rupee., Of partial copies have been destroyed.
fi. TRA.NSFVK C)H' SOFTWAJO
Es.1 The rights and license granted Customer hereunder to hold and use the Software arc restricted solely and
exclusively to Customer and tmay not be assigned, subleased, sublieensed, sold, offered for sale, disposed
of, cumin -dicier) or mortgaged.
9.0 PROI!RtI 1'AKY RIGIITS
9.1
9 2
The ownership and all right. title and interest et and to any tradernark tradcname, patent„ copyright,
technology', know-how or other proprietary' interest relating to the Software is and will rcnnlin veNted solely
in ti&I,. Customer will use :all aeasanrablc efforts to protect all such proprietary rights of [MI.., and, upon
wittiest by B&1., will assist liba at the exlrcnse ul 13&L, to prevent or hall any unauthorized use of I3&L
proprietary rights related to the Software. Unless otherwise agreed in writing, copyrighted materials will
rut he copied except for archihal purposes or as otherwise expressly authorized in this Agreement.
Customer shall not remove or modify any !3&L copyright notice or other proprietary notice contained in the
Software or the Docurnentauora.
Customer agrees to take reasonable steps to protect the confidentiality of the Software. Customer agrees
9.2.1 not to disclose or transfer the Software to any third parties;
Accepted tor 13&L by:
Initials
Date
Accept:II fur Cu
Iitiaia
I)aIC
Agreement: ,4037,12K-I 1 Page. 4
9?.2 not to di:compile, reverse engineer, modify, reproduce, tent or lease, or otherwise dispose o1 the
Software; and
9.2.3 ism to duplicate the Software except as required for Customer's use at the Authorized Sire or lilt
providing hackttp oldie Software.
111.0 WArs'1'RS
10 I NO delay in failure of lI&1. or Customer an exeicasing any right hereunder and no partial or single exercise
thereof, shill Ise deemed of itself to constitute a waiver of such right.
10.2 BA& may accept tiny payments from any person tendering the wine without thereby accepting such person
as Customer hereunder or waiving any breach of covenant or provision against assignment or transfer by
Customer.
11.0 WARRANTIES
11.1 l3&L represents and warrants that:
a) the Sotlware, when delivered and installed, will operate on the Processor spccifled on Schedule 1 of this
Atareeinc III,
b) any. aervicc Iemiercd by 13&L. will be performed in a professional manner by qualified personncl, and
cl the Software is the Year 2000 Compliant.
11.2 1.3&1.. warrants that it will out withdraw the availability of Product Support lit live years from the Effective
Date of this Agreement.
11.3 During the time that the Software is under I3&I. Product Support, 13&1, will correct or replace it omits
provide sets ices necessary' to remedy any programming error which is attributable to 13&1... Such
correction, replacement or servleca will usually be accomplished within 30 days front the date that
Customer has identltied and notified I3&.L of any such error in accordance with 13&L's prescribed reporting
procedures.
As a pre-umditinn to any action on any warrantee arising out of this Agreement, notice of any defects in tiny
materials, equilunenl or services roust he given to 13&L within thirty 130) Jays of the discovery of such
defects.
12. IIEF'AUI;r
12 I Default is dciiic+l to include Customer's failure to pay any amount within 10 plays after notice w Customer
that the same is -I y days or more delinquent, if rut assignment, sale, mortgage, sublease or sublicense of Ilse
Software is made or attempted, if any distress, execution, or attachment is levied hereon or upon the
Software or such action is attempted; if Customer shall become insolvent; upon initiation of bunkruplcy or
receivership proceedings; upon the execution by Cn5IOlrter of a Deed a1' Trust or Assignment for the JIcaelil
of Creditors or ;lily other transfer or assignment all similar nature; or. upon C;uslorner's breach of any of the
other terms or cortciitious hereof
12.2 In the event of default on the part of the Customer, JUL has the right Io terminate this Agreement and to
enforce all its rights and remedies under paragraph 7,3.
13. FORCE %l.UEURE
Accepted for 11&I. by: ., Accepted for C:ua
!orals
Dale �iij`''r'I } — Dale
Agreement. rrl)3J•42h-Kl page
h 3. I tenter party shall he liable to the other fnt delays nr failure of performance doe to eaum!, beyond its
come,!, tiuch effuses include (s%IIhoul IlnitlIllioll) strikes, riots, government regulations, acts ofCrod,
tire, or shirt lake of materials; pruvitterl, hotvevcr, if such delay or failure continues beyond sixty (60) days,
the oilier party shall have the or+non, exercisable by writico notice, to terminate the Agreement pursuant 1+1
paragraph 7 .1
14. 1:IMITATION O1'' LIABILITY
14.1 IN N'() EVENT W'ii.l. It.4i< BE I.IAR1_I: TO CUSTOMER OR ANY OTIih:R PERSON OR
ENTITY FOR ANY SPECIAL, INDIRECT, IN('II)F:N'TA1., SPECIAI. ()R C()iNSEQ1)ENTIA1.
DAMAGES WHATSOEVER
15,11 Pit(M1.1(1' SUPPORT
] 5 I Product Support will he charged fur on ,l yearly hash SLotiiI1 on lht Product Sur+ra)!t 1)nn
support Ice, rot the Software fur the first two }cars are shsrssn in Schedule 2.
l y.2 134V1. sstil ose its best cudcuvurs In correct as promptly as possi hie errors rrl the tinlRv,re 11uhlicd to I3 C1. by
C(Isionie.r. ('ode corrections or I1I511 actions on work grounds supplied shall be accompanied by adequate
documentation to enable the code correction to be installed and to advise Cusloomr of tray operational
ditkrr:We::: known l013&1. resulting fioro the code correction or work around, together with any resultial;
chtirrgc.c to the Doeum€ntatiun,
15..1 I-t&1. will maintain art(l'as ncccsti;ov nlroIify the Software so as to be compatible sslth later releases of the
s};rem ,rl.itsssrc.lfthe Customer rtinlputer systems on which Ihc Software Is designed to run Copies of
each nest ver,wn of the Software inichiibntt revised 1)oion:ntuuon) it icpl:aceinerlt 1)1 copies Iosial1ed sotto
C'usu)nrer w111 be supplied as Sop❑ as practicable after the no11t1 .Mon by ('a561un1el of new release of the
relevant system software.
15.<I I3&1. will make available stuff knowledgeable in tilt: Software to respond to telephone or telefax queries by
Customer during the hours of c) srnl lu 5 PM USA Eastern Standard 'lime, Mondays to Fridays (statutory or
0u.sloulary holidays in the USA excepted), R&f, will use us best en(kcavors I() provith' 1 r0Sp011SIVC serwac:
outside those hours. The servlcc. IL) he provided under ibis paragraph ineiuttcs responding to yucrics on Ihc
operational use of the Software, tl,+isutnce.ir1 identifying or verifying the causes of.suspect€d errors or
rnaifitnetitms in the Software, advice on work aru(ulds to avoid the effects of identified errors ur
malfunctions where possible, information on errors previously reported to D&I., and advice on the features
and capabilities oldie Soflw;tt'o.
15,5 At the request of Customer, 1)&1. will provide on -site assistance by qualified staff as soon as possible alter
the Customer's request in case of cmergcl1Cy, and otherwise at 111111llrllly l011Vellle11t IIII14S, to overcome any
problems s experienced in the installation and use of the Soltsarc which C'ustontcr is unable to resolve
locally. Flo this servic0 Custnrricr slcdi pay R&1. iIS prasauling slay rate tin :r support pee soli, plus
reaso 1 llle travel and hotel expenses Irovided that all rates and expenses are approved by Customer.
1 13&1. shall (Inane responses to errors or defects in the Software reported by Customer and documented in
accordance With reasonable fault Irpor in1g procedures 111 he provided by I3&L, drill complete the correction
or operational avoidance of the error or defect (i.e. where the Software is demonstrated not to work in
riccunlaucc with A&L's specifications) in accordance with the following schedule
Prri>r .i'rJs'rt6Y f� 14S. llsirisg.l ) ('Urns, {3)
I'.otcr};cnc1' At
'I hulas S clays
Accepted li,r It& I. by.:
initials
Dale
Accepted for Cusualjer by:
litials
Date
fhe. product
At rcLOLcnL rr037.13it-It l Page h
Critical (I31 1 day 20 days
Nun -Critical ((7) 20 days Next update
Time stints to run from receipt by I1&t. of documentation of the fault, including a description of the ()vein
that caused the fault, and the Software involved, . However, if documentation received by I3&I. is
incomplete, I3&I_ must promptly identify errors or omissions in the documentation to the Agcnt
(t) Priority. Codes A Catastrophic system or module failures which
prevent user po cssing and which do not have a
viable detour ur work around available
1i Problems that have been substantiated as a serious
irtcunvenicncc to the user, including Priority A
problems tir which a temporary detour in
work around is available
C. Problems which the user can easily avoid or detour
for which there is no urgency in resolution
12) Response Response consists of providing the following, in the following order of
priority: an existing correction; a new correction against reported product
level only; it viable work around; a -reasonable request for more information
to complete analysis ()I' the problem, provided that for I'riority A problems.
Ileel. shall use its hest endeavors to provide at least a viable work around
within 24 hours.
(a i (Insure Closure consists of providing a linat.correetion, including by way of update
or maintenance release and revised or new Ihicunteutution as appropriate, in
establishing that mill closure rs riot practically possible
I(i. M1SC1!?I.1.AN!'.'() VS
ib.t No modification or amendment to this Agreement shall be valid unless in avriling signed by authorized
representatives of the parties.
16.2 If any provision of this Agreement is held or determined to be invalid or unenforceable, the remaining
lltovisions shall continue in full force and effect.
16.3 The captions of the articles and sections of this Agreement arc for the ConVerltene Ill the parties only and
shall not be considered in any interpretation of this Agreement.
16.4 In addition to the rights and obligations which survive as expressly provided tar elsewhere in this
Agreement, the provisions which by their nature should survive, shall survive and continue after any
termination or e'atacellation of this Agreement and shall bind the parties, their successors, their pertniucd
assigns and their legal representatives.
16.3 This Agreement constitutes the complete and final expression of the ponies' agreement as to the subject
matter hereof, and shall supersede all prior agreements, expressed or implied, whether oral or written, It
may not be released/discharged, changed or modified except by an instrument in vomiting signed by a duly
authorized representative of eaelt of the parties.
16.6 This Agreement shall be governed by, and subject to, and construed in accordance with the laws of the
State of Florida irl the CJnited States of America.
Accepted for I3 r 1. hy: j
Initials
Date
Accepted for Cuss
Minis
Date
Agrccmeat: 403.7428.1(1 Page. 7
111.! This Agrcemenl may he executed in two or more counter -park , each of which shall be deemed an original
but ail of which together shall be one and the same instrument.
SC LIK} JL1'_ I
!Accuse Fees"
Mina! list Nei
Serial License License License
Product Number Date Fee Fee Nei -Fowls
Ck1A1t(.'FN
NX.5822-32
MARS Jan-98 0 0 0
131.f1..1f3 Mnr-99 0 0 0
I3LfROk3C) (robotic interface)Mar-99 0 U 0
I11 rVlLW1 k Mar-99 0 0 0
[IL/PACK Mar-99 0 0 0
13LfSC11til) Mar-09 0 0 0
131.11)IST Mar 99 0 0 0
Totall lccusc Fees 0 0 0
•' The licenses for the NX5822-32 processor were originally purchased on
Agreement I)9 (742, The license Ices Paid were fair a permanent license for
the NXSS22-32 processor.
Acc,cplcd for BM, by:
lnitialy
Date
Accepted for Cush)!
[Mak
Date
ler l
Agreement: f:1117428-R
I'age. 8
Schedule 2
I'ruduct
Period Covered
initial Period
Cove'! L'il
Optionall'criod
1
Optional
Pei Ind
Processor
I/I/04 -
12131r04*
1/1/05 -
12/31/05**
I'IiO6 -
12131/00*'
tiliARS
1.11_ 1)IST
111.:1_I15
131./I-.1f1(Robotic Interface)
131JE'ACK
131.JSC}Il111
t5l 'VIOWEilt
NX5822-32
NX5ti12.32
NX51422.32
NN 5822-32
Nh5822.32
NX582.2-32
NX5822.32
15,234
7,934
7,211
7,157
4,260
9,125
2,699
15.996
8,331
7,572
7,515
4,473
9,581
2,83.E
16,796
x,7415
7,951
7,891
1,697
111,060
2,97(;
'l'ulal
53,620
56,302
Sg,119
-I a be billed January 1, 2004,
•* 'l o be billed January I. 2005
'*• To be billed January I, 2006
Thls Agreement is (or the intial permit hcganning January 1, 2004 thaout;h Iieeenlber 31. 2004 "Ibc
t 11y may have two (2) one year options t0 renew this Agreement. To C' C1ChC Its option to renew II115
Agreement the City will provide I1& I. a renewal notification at least thn I ' (30) days prior to the card
of the let n
Accepted lift Itd•1. h
lnitiala
Dale
Accepted for Cuslottr
litiala
Date