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Res 1044 - Sftwr Lic Agmt MSI COUNCIL BILL NO. 1287 RESOLUTION NO. 1044 A RESOLUTION AUTHORIZING A SOFTWARE LICENSE AGREEMENT WITH MSI, GROUP, INC. WHEREAS, the City of Woodburn operates a municipal court and is in need of an efficient and effective method of handling court cases; and WHEREAS, the City of Woodburn is involved in the transfer of computer operations to our personal computer network; and WHEREAS, City staff have evaluated various program options for court application software compatible with our computer system; and WHEREAS, it is in the best interest of the City of Woodburn to enhance our court application software in order to continue the provision of such court services; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. The City Administrator is authorized to sign and execute the agreement entitled "MSI Group, Inc. Software License Agreement," a copy of which is attached for reference. Approved as to Form:?I,~ 6)4/) City Attorney APPROVED: Fred W. Kyser, May 1./-'1-;( Approved by the Mayor Aoril 8. 1991 April 9, 1991 April 9, 1991 Aoril 9. 1991 Passed by the Council Submitted to the Mayor. Filed in the Office of the Recorder ATTEST: fl1~ Mary ant, Deputy Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. 1287 RESOLUTION NO. 1044 --"~--,."...-."..-....__..,._.__._-_.._-~_.._.._.+...,--"--""-'--'---- MSI GROUP, INC SOFTWARE LICENSE AGREEMENT 1 . LICENSE MSI Group, Inc., hereinafter referred to as MSI, grants the City of Woodburn, Oregon, hereinafter referred to as CITY, non-transferable, non-exclusive use of MSl's Municipal Court Information System Software, henceforth ''the software," in object form only, subject to the terms and conditions set forth in this License. If CITY abides by the terms and conditions set forth herein, the term of the License shall be continuous. The software is for CITY use only. 2. BACK-UP OR ARCHIVE COPIES OF THE SOFTWARE All MSI software packages are the licensed copyright materials of MSI and shall not be duplicated, except for backup or archive purposes, used or disclosed in whole or in part for any purpose other than operation of the computer system of CITY or unless written approval is obtained from MSI. MSI certifies that the software provided does not infringe on other patents or rights. 3. DOCUMENTATION OR PRINTED MATERIAL CITY may not copy, in whole or in part, any MSI program, documentation, or related materials furnished in printed form. Additional copies may be purchased from MSI if needed. 4. MODIFICATIONS CITY may not modify the software except as provided through programs included with the software. CITY may not make use of a disassembler or other program to attempt to reconstruct the source code of the software. CITY is responsible for reasonable protection of the software from theft, unauthorized reproduction, or use contrary to the License. 5. LIMITED WARRANTY AND LIABILITY MSI warrants that the tangible physical items of software are free from known defects at the time of delivery and that MSI has the legal right to sell such software. MSI also warrants that the software will perform as represented by MSI. The above warranty is in Page 1 - Software License Agreement lieu of any other warranties, either expressed or implied. MSI DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED OR EXPRESSED WARRANTY AND SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. Both MSI and CITY agree that software is not intended as "CONSUMER GOODS" under state or federal warranty laws. MSI is not responsible for lost or unrecoverable data files or for any damage caused by electrical storms, improper electrical wiring, water, misuse, or Acts of God. MSI assumes that CITY has adequate backup copies of its data files. MSI is not responsible for lost or unrecoverable data files. MSI recommends that backup media be replaced by CITY, at a minimum, every 6 months. 6. MAINTENANCE AND ENHANCEMENT MSI shall provide software maintenance services at no charge to CITY for 60 days after installation of the software. Software maintenance services are defined as the services necessary to keep the software in functional and operating condition. The services include, but are not limited to, telephone consultations with MSI during normal business hours, the shipping of diskettes and computer materials, where necessary, to MSI via United Parcel Service or other overnight carrier, and "on site" visits by MSI if this is reasonably required. MSI shall respond to CITY'S request for service within twenty-four (24) hours after notification by CITY and shall continue with reasonable diligence until the service request is resolved. CITY shall provide a modem and telephone line for MSI to provide software maintenance services. All toll charges are the responsibility of CITY. MSI shall provide to CITY at no charge any software enhancements and upgrades for sixty (60) days after installation of the software. If CITY desires eligibility for upgrades and enhancements after this 60 day period, CITY may enter into a separate agreement with MSI and may be charged an annual fee for any and all enhancements and upgrades. 7. DEFAULT Either party has the right to terminate this agreement and any license granted on written notice to the other party if such other party (1) materially fails to perform any of its obligations under this agreement, which failure has not been corrected within ten (10) days after receipt of written notice thereof, or (2) takes action to liquidate and dissolve, becomes insolvent, suffers an appointment of a receiver, assigns all or part of its assets for the benefit of its creditors, or is involved in any proceeding (voluntary or involuntary) under any bankruptcy or solvency laws. Page 2 - Software License Agreement ..,---<..._,~._.---,~--._~..__..<...""..._'_.. On any such termination by MSI, CITY agrees to return immediately to MSI the software and all related documentation in the possession of CITY and to make no further use of the software. Any termination under this section shall not affect either party's ability to pursue any other remedy existing at law or in equity for such default 8. PAYMENT For and in consideration of the services to be rendered by MSI, CITY shall pay and MSI shall receive, compensation as follows: A. The total purchase price of $10,000.00 shall be due and payable upon satisfactory delivery and installation of the software by MSI and upon completion of two days training. B. The total purchase price includes the software, installation, and training. It does not include paper supplies, pre-printed forms, backup tapes/diskettes, extra ribbons, or other consumable supplies. C. The cost of any program changes required by CITY will be quoted by MSI and may be accepted or rejected by CITY. 9. GOVERNING LAW This agreement shall be construed and the legal relation between the parties determined in accordance with the laws of the State of Oregon. 10. WAIVER No waiver by either party of any breach of any provision of this agreement shall be construed as a waiver of any succeeding breach of the same or other provision of this agreement. 11. ASSIGNMENT This agreement shall be binding upon and shall inure solely to the benefit of the parties hereto. Assignment of the agreement shall not occur without prior written consent of the parties. Page 3 - Software License Agreement 12. ATTORNEY FEES Should either party be required to seek the services of an attorney to enforce its rights under this agreement, the prevailing party in such action shall be entitled to recover reasonable attorney fees, legal costs, and other collection fees and costs incurred by that party in connection with the suit. 13. SEVERABILITY If any provision or part of this agreement shall be declared illegal, void, or unenforceable, the remaining provisions shall continue in full force and effect. 14. ENTIRE AGREEMENT AND ACKNOWLEDGEMENT The parties acknowledge that this agreement has been read and understood, represents the entire agreement and understanding of the parties, and supersedes all prior agreements, communications, or understandings, whether or oral or written. 15 NOTICES All notices required by or related to this agreement shall be deemed to have been properly given when delivered personally or sent by mail with all postage fully prepaid to the parties hereto at the respective addresses set forth below, or at such other address as may be furnished by either party to the other in writing: MSI: MSI Group, Inc. Bryan D. Smith, Vice-President 2120 South Waldron, Suite C-312 Fort Smith, Arkansas 72903 CITY: City of Woodburn Michael I. Quinn, City Administrator 270 Montgomery Street Woodburn, Oregon 97071 Page 4 - Software Ucense Agreement Agreement entered into this Cj rJ:, day of Atril FOR MSI: ~ !J Q -/- Signature: ~ -~ Bryan D. Smith Title: Vice-President L-;ht;,;/L/ //~ Michael!. ~ City Administrator FOR CllY: Signature: Title: Page 5 - Software Ucense Agreement ~.- ._""'~"''''''-'''''' , 1991.