HomeMy Public PortalAboutORD10604 BILL NO. 85-212
SPONSORED BY COUNCILMAN Halsey
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A LICENSE AGREEMENT WITH ON-LINE
BUSINESS COMPUTER SYSTEMS, INC. FOR COMPUTER SOFTWARE AT THE
JEFFERSON CITY POLICE DEPARTMENT.
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI ,
AS FOLLOWS:
Section 1. The Mayor and City Clerk of the City of Jefferson
are hereby authorized to execute a license agreement with On-Line
Business Computer Systems , Inc. , for computer software at the
Jefferson City Police Department for the sum of $57 , 000.00
Section 2. The agreement shall be substantially the same in
form and content as Exhibit A attached hereto.
Section 3. This Ordinance shall be in full force and effect
from and after the date of its passage and approval.
Passed �V1.7.W! Approved V/71
P,,. esiding Off cer /Mayor
ATTEST:
City Clerk
l�
"CHIEFS, CRIMES, FIRES, & CAD"
SOFTWARE LICENSE AGREEMENT
AGREEMENT made this 11th day 'of February 1986 , by and between
On-line Business Computer Systems, Inc. (OBC) Public Safety
Division, an Ohio corporation, and Jefferson City/Cole Co. , a
(individual, corporation, partnership, town, village, city ,
etc. ) located at Missouri , ("hereinafter, Purchaser") .
W I T N E S S E T H:
WHEREAS, OBC markets a software package for use in the public
sector known as "CHIEFS", which includes software packages known
as "Crimes" , "Fires" , and "CAD"
WHEREAS, Purchaser desires to acquire from OBC a license to use
certain computer programs.
NOW, THEREFORE, in accordance with the terms of this Agreement
and in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1 . Grant of License. OBC does hereby grant to Purchaser a
permanent non-exclusive license (the "License") to use the
computer programs and related programming aids and materials
described in Schedule A which is attached hereto and
incorporated herein by reference (hereinafter collectively
referred to as the "Software")
2. Purchase Price and Payment Terms. The total purchase price
for the License shall be Fi fty tjve.n_Tho sand Dollars
( 57 ,000.00 ) - Purchaser agrees to pay the Purchase Price to
OI C as follows:
- $3,500 downpayment at tine of contract award
- $3,500 downpayment upon installation of CRIMES and FIFES as specified
- Balance of application software to be paid in equal monthly installments
of $1,268.13 , to be financed over a period of 48 months at 1V APR.
NOTE: The balance may be paid off at any time without penalty. All payments
are to be forwarded to OBC Public Safety Division, 7089 Taylorsville Road,
Suite E, Dayton, 01; 45424, by the first day of the month. A late fee of
$25.00 will be levied if payment is not received by the 10th day of the month.
- Training, installation, travel/expenses are payable upon receipt of invoice.
3. Training. OBC shall provide training as specified in
Schedule A (original bid specifications) attached .
4. Proprietary Rin�hts of OBC.
a. Nature of Rights and Title. Purchaser recognizes that
the computer programs, system documentation , manuals ,
application software cost and other materials supplied
by OBC to Purchaser under this License are subject to
the Proprietary Rights of OBC. Purchaser agrees with
OBC that the programs, documentation , cost of
application software and all information or machine
readable data supplied are trade secrets of OBC,
whether or not any portion thereof is or may be validly
copyrighted or patented ; and because this material is
very valuable to Purchaser , said use and any disclosure
must be carefully and continuously controlled.
Purchaser further agrees that it will hold and use the
Software in the same manner as it deals with its own
proprietary information and trade secrets, and that it
will not divulge any data or information with respect
to the Software. If Purchaser or any of its employees,
agents or representatives shall attempt to use or
dispose of the Software, or any of its components , or
duplicates or modifies same in any manner contrary to
the terms of this License , OBC shall have the right , in
addition to such remedies which may be available to it,
to injunctive relief in enjoining such acts or
attempts , if being acknowledged that legal remedies are
Ask inadequate.
b. Restriction on Use . The Software and other items
supplied by OBC hereunder are for the sole use of the
Purchaser/licensee and his employees . OBC ' s rights in
and to the Software as a result of this Agreement may
or may not be assigned , subleased , sub-licensed , sold ,
offered for sale , disposed of, encumbered or mortgaged .
Products components , source code, documentation
supplied by OBC to the customer are not to be
duplicated, copied , distributed by the customer and/or
his employees. Purchaser/licensee and his employees
shall keep each and every item to which OBC retains
title free and clear of all claims, liens and
encumbrances, except those of OBC, and any act of
Purchaser, voluntary or involuntary, purporting to
create a claim, lien or encumbrance on such items as
shall be void .
C* Reproduction of Software. Purchaser agrees that while
this License is in effect, while it has custody or
possession of any property of OBC, it will not, (i)
copy or duplicate , or permit anyone else to copy or
duplicate , any physical or magnetic version of the
Software, documentation or information furnished to
Purchaser in machine readable form; (ii) create or
attempt to create, or permit others to create or
attempt to create , by reverse engineering or otherwise,
the source programs of the Software, or any part
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thereof from the object ( tangible or intangible) .
Purchaser may copy for its own use and at its own
expense operating manuals , training materials, and
other terminal-use-oriented materials, but shall advise
OBC of the number of copies made and the distribution
of such copies.
d. Unauthorized Acts. Purchaser agrees to immediately
notify OBC of unauthorized possession , use or knowledge
of any items supplied under this License, and any other
information made nvailable to Purchaser under this
Agreement , by any personnel or organization not
authorized by this Agreement to have such possession,
use or knowledge. Purchaser will promptly furnish OBC
full details of such possession, use or knowledge , and
will assist in preventing the reoccurrence of such
possession , use or knowledge, and will cooperate with
OBC in any litigation against Third Parties deemed
necessary by OBC to protect its proprietary rights.
Purchaser ' s compliance with this subparagraph should
not be construed in any way as a waiver of OBC' s rights
to recover damages or obtain other relief against
Purchaser for its negligence or intentional harm to
Purchaser ' s Proprietary rights , or for breach of
contractual rights.
e. Source. OBC agrees to provide the herein identified
customer with a complete software user application
program as described above in machine-readable form
excluding source coding. Source code is maintained by
an independent third party Certified Public Accounting
firm. The customer may , if he chooses, be included on
the distribution/access list of OBC's bankruptcy or
inability to support the CHIEFS application.
5. Upgrades. OBC shall have no obligation to upgrade the
Software. OBC does provide upgrades to all of its customers
periodically as part of our normal business practice. For
the purpose of this package, the term "upgrade" shall mean
improvements in the Software which relate to operating
performance, but does not change the basic function of the
Software.
. 6. New Developments. The parties acknowledge that performance
of this Agreement may result in the development of new
proprietary and secret concepts, methods, techniques ,
processes , adaptations , and ideas. The parties agree that
the same shall belong solely and exclusively to OBC without
regard to the origin thereof , and that Purchaser will not ,
other than in the performance of this Agreement , make use or
disclose the same to anyone.
7. Software Component-Specifications . Each Software component
supplied hereunder will conform to the Software
specification respecting such component set forth on
Schedule A , attached hereto and incorporated herein , in all
respects , but not limited to, operating performance , core
Tw requirements, timing characteristics, documentation quality ,
modularity, compatibility , and the like.
8. Warranties.
as Title. OBC warrants that it is the sole owner of the
Software and has full power and authority to grant the
rights herein granted without the consent of any other
person . Further, OBC warrants that the .Software is
original to OBC, that neither Software nor any of its
elements thereof, does or will not violate or infringe
on any patent, copyright or trade secret, or other
property right of any other person, and OBC will
indemnify and hold Purchaser harmless from and against
any loss, cost , liability expense arising out of any
breach or claim or breach of this warranty.
b. Software. OBC warranties that the Software listed on
Schedule A when supplied hereunder and during the
ninety (90) day period following installation, will be
free of defects and manufactured materials , and
programming errors, and will conform to the
specifications. OBC will, without charge to Purchaser,
correct any such defects or programming errors which
arise during the ninety (90) day period , and make such
additions, modifications or adjustments to the Software
as may be necessary to keep the Software in operating
order, in accordance with such specifications , provided
Purchaser notifies OBC of the nature of such defects or
programming errors no later than fifteen ( 15) days
following expiration of the ninety (90) day period.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, IMPLED WARRANTY OF
MERCHANTABILITY OR ' FITNESS FOR A PARTICULAR
PURPOSE, AND ALL OBLIGATIONS OR LIABILITY ON THE
PART OF OBC FOR DAMAGES, INCLUDING BUT NOT LIMITED
TO INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL
DAMAGES , ARISING OUT OF OR IN CONNECTION WITH THE
USE OF THE SOFTWARE.
9. Nontaxability of Software. The Software License hereunder
is non-tangible property, and as much it is merely a license
to use a proprietary method and its tangible attributes are
only incidental . Licensee shall be liable for all taxes
(including but not limited to personal property , sales and
use taxes) assessed against the software system or upon the
possession or use thereof or upon and service furnished
hereunder.
10. Headings. The headings used in this Agreement are for
reference purposes only , and shall not be deemed a part of
this Agreement.
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j •
11 . Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject
matter; all prior agreements, representations , statements ,
negotiations and undertakings are superseded hereby .
12. Martial Invalidity. If any term or provision of this
Agreement shall be found to be illegal or unenforceable,
then, notwithstanding, this Agreement shall remain in full
force and effect, and such term or provision shall be deemed
stricken.
13. Amendment. No amendment to this Agreement shall be
considered effective unless it is in writing and signed by
duly authorized representative of both parties.
14. Consent to Breach no Waiver. No term or provision hereof
shall be deemed waived and no breach excused, unless such
waiver or consent shall be in writing and signed by the
party claimed to have waived or consented. Any consent by
any part to, or waiver of , or breach by the other, whether
expressed or implied, shall not constitute the consent to,
waiver of , or excuse for any other different or subsequent
breach.
15. Notices. All notices under this Agreement shall be deemed
duly given if sent by certified mail to the party at the
Aft address set forth below:
OBC Public Safety Division
7089 Taylorsville Road , Suite E
Dayton, Ohio 45424
Mt; of Jefferson (Purchaser)
3?0 E- MrCarty
.lF+ffprcnn r.i .v, MO 65101_-3198
16. Governing Law. This Agreement shall be governed by the laws
of the State of Ohio.
17. Binding Effect. Purchaser agrees that this Agreement binds
itself and each of its employees, agents , representatives .
and persons associated to it . This Agreement further binds
each entity controlled by it , and any other organization,
person, firm, corporation or other organization with which
Purchaser may enter a ,point venture or other cooperative
enterprise.
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IN WITNESS WHEREOF, the parties have signed this Agreement the
® day`. and- year first- above written.
OBC PUBLIC SAFETY IVISION
By: ,
ITS : Executive Vice President
(Purchaser)
, By:
.. 'l'. :.�i . •;� �� .l; . ,-I ITS.
J" r� AZ r 1 ark Maynr
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