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Home My WebLink AboutR-78-0007RFC/rh I/3/78 RESOLUTION NO.` - A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED AGREEMENT WiTH E-SYSTEMS, INC. FOR THE PURPOSE OF ALLOW- ING THE CITY TO RECEIVE MAXIMUM BENEFITS. 1NCLUDiNG ROYALTY AND COMMISSION, ON THE SALE BY E-SYSTEMS, INC. OF COMPUTER SOFT- WARE DEVELOPED BY 1HE CITY OF MIAMi POLICE DEPARTMENT COMPUTER SYSTEMS PROGRAM, IN ACCORDANCE WITH THE: TERMS ANii COND11'IONS SFT FORTH IN SAID AGREEMENT. BE IT RESOLVED BY 'l'11[ COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is her4'hv authorized to execute the attached agreement with E-Systems, Inc. for the purpose of allowing the City to receive Maximum benefits, including royalty and commission, on the sale by E-Systems, Inc. of computer Sett twear developed by Systems Analysts 1 :and Programmers and contractual personnel et the City of Miami Police Department Computer Systems Program, in accordance witii the terms and conditions Set { rtli in said agreement. PASSED AND ADOPTED this llth duly of January, 1978. RAi.PH C. O;;C1 E, CITY CLERK PREPARED ANI) APPROVED BY: Rt) li 1 Rl !1AtiRIC1; A. I'ERRE MA U I: I C E A. F E R R E, N A Y 0 R . CLERK, :ASSISTANT CI17Y ATTORNEY APPROVED AS 1'0 FORM A:•CORRECTNESS : (;EORCP. d KNOX, JR. , :IT' ATTORNEY "DOCUMENT INDEX ITEM NO. "SUPPORTIVE DOCUMENTS FOLLOW" CM' COMMISSION MEETING Oi RW.t t.•,* (12 197 1 ) LICENSE' Ac,E'E:":ME;, 'E' THE CITY OE !' 1..,....I, P. O. Box 330708. Miami, Florida 33733 (h teinafter "Licensor") agrees to grant andj E-SYSTEMS, INC., Garland Division, P. O. Box 611E3, Dallas, Texas 75222. (hereinafter "Licensee") agrees to accept, on the following terms and cond i.t ions, for valuable considera- tion, the sufficiency of which is acknowledged hereby, an exclusive license to copy, install, use and sell each Licen- sed Program .as set Forth . i.n this Agreement and Schedule A attached hereto. 1. Definitions: The following teru's are defined for the purposes of this Agreement as follows: (A) "Lic2nse(1 Program" shall be each program enumerated in schedule A incorporated in this Agreement including basic and related materials pertinent to said program, in machine readable or printed form, and any up- dated program or program portion that is available (coded and subst:anti.:l l.y debugged) hereinafter to be furnished to Licensee by Licensor or by the Licensor to the Licensee in connection, with a Licensed Program. (B) "Use" means, copying}, reproducing of dupli- cating any portion of any Licensed Program from storage nit ; or media into equipment for processing, or using \�1, iJ:.;�_; . i J FOLLOW" Each girt_;: notify the other Dart•; of any Derivative Program:: which are (je 'loE-ed 51_015equent: to the l,3:;t inquiry upon inquiry by either party, such 1ncju i r y not to exceed quarterly par 1,;arty. Either party :ihall be entitled. to U-i(? the other party''; Derivative Program without payment Of royalty other than the royalties specified in paragraph 5 thereof. 4. Licensee Services. in partial consideration for the licenses hereunder granted, the Licensee agrees to furnish services of a maintenance supervisor full time in Miami at no c.hargc' to the Licensor for Maintenance of the Phase I and PhaL;e 11 Police Information System equipment for a period of ninety-one (91) days beginning January 22, 1978. Such services shall be prov ided in accordance with terms and conditions of the Phase II Maintenance Contract between the City of Miami and E-Systems entered into on 16 April 1976. Licensee will make available to the maintenance supervisor the inventory of spare parts res ident in the Miami Pol ice Building and the shall replenish said inventory as utilized. L icerH PPORTIVE DOCUMENTS FOLLOW" 5. Authorization to Distribute DV-11 Handler As further consideration, Licensee hereby authorizes the Licensor to distribute or sell the DV-11 Handler and associated FCIC Dade County interface program for use within Dade County, Flo- r ida during and after the terra of this agreement provided that non- disclosure agreements are signed by recipients which protect the interests of the Licensee. -3- n'• r, i.r, : ' + arl' ', i:. J 't ., :.: (C) "Der v dt'.yie Frog:rim" shall be each program, .i includ inl sonicn t,1 p,:; In machine r addt?1 or pr int _d ter,;-, ...;'!:.lo» d 1; or ur:.ier the auspices of Licensee or E. !ccnsor i-hroughi the ll:-;!! of Licensed Programs and inclu- d ing r;0ur CE_' Lupes, listings or any other Licerl.-ed Program mater i_el in any identifiable form including rewrites on other cempirt: rs in other languages. es. 2. ri'hi'; Agreu;:ent is effective from the date of execution or this Agre'r'S'.rtt and shall remain in force Lor a period of. Len (10) yearn. In the event that the Licensor rec: i. 'e 3 no u'o','..I t" ies for a period of three (3) con - recur i : ye.: , they r,ic:[:.or may un i ldt:er31ly elect to ter-• minane this agreement. 3. r,i.cense: The license granted under this Agree- __ ment authorizes Licensee, on an. exclusive world-wide basis excepting in Dade County, Florida to reproduce, duplicate, copy, use and sei1. any Licensed Program, in any form. The Licensor retains the exclusive right to use and modify for uze or sale of the Licensed Program within Dade County, Florida. License may use Licensed Programs to generate, develop and rr'3c Der iv.:tive Progr:'. Licensee shall not be required to enter into any Sub -license or other Agreement with any purchaser, lessee OI other operator of Licensee's .;yr;t t: ;►nj the 1.ic,:nsc.d Prcjra or any De.'r iv•_!tl':!' Program. -2- I Each p 3 r t_ y h-11l notify the of nor r;ort'; of any Derivative Projr.ti::'5 which are cic'': "'lor� l ,U l r ;uent to the 1.35t inquiry upon inquiry by either party, such inyuity not to exceed quarterly pet r:.3rty. Either party :shall be entitled, to use the other party's Derivative Ptorjram 'without payment of royalty other then the royalties specified in paragraph 5 thereof. 4. Licensee Services: partial consideration for the licenses hereunder granted, the Licensee agrees to furnish sery ices of a maintenance supervisor full time in Miami al: no chorgc' to the Licensor for Maintenance of the Phase I and I'lta_.e I1 Police 1 ice Lnfor,n.ition System equipment for a period of ninety-one, (91) days beginning January 22, 1978. Such services shell be prov ided in accordance with terms and conditions of the Phase II Maintenance Contract between the City of Miami and E-Systems entered into on 16 April 1976. Licensee will snake available to the maintenance supervisor the inventory of spare parts resident in the Miami Pol ice Building and the shall rep1 en inh said inventory as utilized. Lice r PPORTIVE DOCUMENTS FOLLOW" 5. Authorization to Distribute DV-11 Handler As further consideration, Licensee hereby authorizes the Licensor to distribute or sell the DV-11 Handler and associated FCIC Dade County interface program for use within Dade County, Flo- rida during and after the term of this agreement provided that non- disclosure agreements are signed by recipients which protect the intr!rests of the Licensee. -3- 1 r .; . i •• r i, ,2 , w 1 11 (,c) f. r LI)t: or f 1.11 1 rt_ . S; !'; h 1 1_ or o ic c r 1. 0 yed r fro;r, the date of th Alre,,nt and thou f ter Licensee shal 1 havg.:-., free use of the Licenr,.-.;ed Program without f.urther royalty payir:ent.s. Tn the event that. a Pro.,;r1ri 1 ol o ro the rci 7:ado available by the Lice t1k for resale c)r o'..hor purposes, License.) shall pay en-sor royhlty upcal each uch 7 . Progr.7.!7, !•!or.r i f icat ions The or and any copies of Licensed Prograrl, in wnole or in p-Art., which are 7.1a(4.e by Lic,.:rnsee, shall be the proi:erty of Lticee. Licensee ;ray modify any Licensed Pro,.:Jra: -r:achine forr. for itd on or its custo:74--_,rs' us' and merc.jr! it ir.to other prograr-: tt.er I:11 to form an irpclatr‘d work. Such i•-•o Prorm:Irri shall be r7ade available to the Licensor upon r ;est resale or other distribution. 8. Prot,-c t ion of Licensed Pr oir am: Licensoo a-„irees th,..it except for T. ictmsf-,21 s cu:7,to:Pcrs, employces or subcontrac- tors, it will r.otP1 0.1P CT available any inr.1,: I irk) hot: rot. 1 H.it_,J,1 to flow clk-:rts, 1n7ic ,rnfl cnir.fl, in any for.71, t-o any prron wit:yr.; t_ ior coif f ofr. . -4- 9. Patent-. • nd enevt ie t, Idemn i f icat i''n: L ieersor at its own ex ''n: will iderrify and hnld Licensee harmless from .any action brought a'.7a inet L icr'n:'e'' and based upon a claim that any Licensed Pregram furnished b,; Licensor sor and not includ ir'g any Licensee modifications used within the scope of the license hereunder infringer; a patent or copyright-, provided, Licensee notifies Licensor pro: pt1y in writing of the action (and all prior claims relating to such action) and Licensor has sole control of the defense and a1.1 negotiations for its settlement or compromise.. Both parties agree to exercise due care in preventing patent or copyright violations. Licensor sh3l 1 have no liability fo'r :any claim of copyright or patent infringement based on use of other than a current unaltered release of the Licensed Program available from Licensor if such infringement would have been avoided by such use without any Licensee modifications. 10. Disclosure b the Licensor: The Licensor agrees that, pertaining to use or modification for use or sale of the Licensed Program within Dade County, Florida, due care shall be taken to protect the proprietary nature of the Licensed Program or derivatives thereof. Should the Licensor sell or make available for such use or modification the Licensor agrees to require the recipients of the Licensed Program to sign ,a license or non -disclosure agree- ment in which the recipient agrees not to disclose or other- -5- "SUPPORTIVE DOCUMENTS FOLLOW" 1 :.ie'ir: • r in c7` rti _'.i , in t u1':i ci`, r•.et°r:-an ts . Licensee agrees rot tc o: o th :i _. d .:i::? o:i`.' the source of lict:ns d pro _'., : to no_.":rt- a I. prior written '.:1Le 1 Lc 'r �c '' i v.�c the ' c s y> >• v :_.L. z �.c��-� _.c , �L1•_. i,:�_ .n�._�_ may disclose is 1-ri:, _ .. 1.:' i a::d O`):. ra.t..ng in the 11., Sc.;21 _ or r'. la .s inci:'.'l:i.^.-,nt concains the ent'r'_ r7e7it of re ative to the. Licensed Pr0`,r_ 1 ..tn no ].C..t_:fin i:h'�_ e`_)" shall ho valid unless in '.: u.: ._ai+:.... "•''.} with th :. L.i.:1e:i of this merr. cation _ w 11 L•.�.. .'n.-;.`le,-od _roil this do::u.lent ot _;., w.:_. _ a.:t es exprs or imp:..ie! as to the operatonal con- sof Y7i1t_'..)y ci _hcr party hereunder. 12. If any of. ,-- Invalid. ':..n.''nr .acy law, frnev •�.r{� provisions Of this :D!?.c.lbl`? statute Or rule of to th-it ..xtent, c.- 'mod omitted and shall not a F''C`_ the remaining provisions _` this i_ reement . 0 13. A-..1itahili.tv: F.Ach I7-t-tv riht to r...:qu2st J:n thiri of thr: (pater plrtvt prosr17,3 -and docu=t,l-ion the requ,2sting party's'expense in thr3 event or di:,;pute. The audited party agrees to cooperate with the indrim2n.ient duc.itor on r.‘on.-Ible requestc, for informa- tion. The independent cluditor will be required to sign a non- disclosure agreement as to infortion obtained that dos not pertain to thc. Licensed Progra=s. LICENSOR: LICENSEE: THE CITY OF MIA'1I E-SYST=, INC. Garland Division By: By: Title: CITY MANAGER Title: PRESIDENT Date: Date: By: By: Title: CITY CLERK Title: SECRETARY DATE: DATE: APPROVED AS TO FORM AND CORRECTN : GEORGE F. KNOX JR. CITY ATTORNEY 7 "SUPPORTIVE DOCUMENTS FOLLOW" '(( (JCL J V - i 1:..... • 7-1 .. ' 1 1 _. _ .. _. . ....:'... I= 0