1985-0670885L (18L)
NO 9w, 5. - 6. ZIrl
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON
AND JUST TECHNICAL ASSOCIATES, INC FOR AN INTERACTIVE DATA
COLLECTION FACILITY (IDCF), AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, it is in the best interest of the City of Denton to
provide for its future needs for data collection, and
WHEREAS, the city staff has
Associates, Inc , be retained
Collection Facility, and
recommended that Just Technical
to provide an Interactive Data
WHEREAS, Section 2 36(f) of the Code of Ordinances requires
that the City Council approve all expenditures of more than
$3,000, and
WHEREAS, Section 2 09 of the Charter of the City of Denton,
Texas requires that every act of the Council providing for the
expenditure of funds or for the contracting for indebtedness
shall be by ordinance, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION I
That the City Council hereby approves and authorizes the
Mayor and City Secretary to execute and attest, respectively,
the agreement between the City of Denton, and Just Technical
Associates, Inc , providing for an Interactive Data Collection
Facility (IDCF) under the terms and conditions being contained
in said agreement which is attached hereto and made a part
hereof
SECTION II
That this ordinance shall become effective immediately upon
its passage and approval
PASSED AND APPROVED this the 'day of , 1985
Alle,,&-4 ~ A2
s
C Y OF NTON, TEXAS
ATTEST
C L , UITY-SECRETARY
4 Z '
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM
JOE D MORRIS, ACTING CITY ATTORNEY
CITY OcF~DENTON, TEXAS
BY
TM JUST TECHNICAL ASSOCIATES, INCORPORATED
PROGRAM PRODUCT LICENSE AGREEMENT
NO 85-801
This PROGRAM PRODUCT LICENSE AGREEMENT is made as of March 4, 1985
by and between Just Technical Associates, Incorporated, a corporation of the
State of Texas, having an office at 17120 Dallas Parkway, Suite 125, Dallas,
Texas 75248, (hereinafter referred to as JTA) and the City of Denton, having an
office at the Municipal Building, Denton, Texas 76201 (hereinafter referred to as
the City)
The purpose of this Agreement is to set forth the terms and conditions under
which JTA will license to the City the use of the program product(s) specified
herein
Now therefore, and in consideration of the mutual promises and covenants
hereinafter contained, the parties hereto agree as follows
10 PROGRAM PRODUCT
1 1 A full and complete description of the program product(s) which are
the subject of this Agreement is included on the attached License
Agreement Addendum which establishes the description of the program
product(s), the term and extent of the license, and the price and
charges therefore The License Agreement Addendum is a part of this
Program Product License Agreement and is attached hereto and
incorporated herein by reference as if fully set forth The terms listed
on said Addendum have been agreed to by the parties as evidenced by
their signatures thereon
2 0 TERM
2 1 The term of this Agreement shall commence on the date of execution
hereof and shall remain in effect for as long as the program product(s)
are licensed hereunder The term of the license granted hereunder
shall commence on the date the program product(s) tape is received by
the customer and shall remain in effect for the period of time specified
in the License Agreement Addendum
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3 0 PAYMENT
3 1 The City agrees to pay JTA the charge for licensing t1w pr*gmr'
product(s), including all applicable taxes, in accordance wltFrthe tern
ALIT forth in the License Agreement Addendum, within thfrtyua) day
of the date of JTA's invoice
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Program Product License Agreement No 85-801 Page 2
4 0 GRANT OF LICENSE
41 JTA hereby grants to the City the use of the program product(s)
described in the License Agreement Addendum for the period of time
stated in said Addendum This license extends to all necessary
documentation and related materials for the use of the program
product(s)
4 2 The use and license granted herein is a personal, non-transferrable, and
non-exclusive license to use the program product(s)
4 3 This license is for the use of the program product(s) on the City's
computer system The City shall not transfer the program product(s)
to any secondary installation sites nor shall the City make copies of the
program for use at any sites other than the original installation site
JTA shall furnish the City one copy of the program product(s) which
the City may use for its internal purposes Should the City find it
necessary to make an additional copy of the program, it may do so only
for use at the original installation site However, the City shall not
transfer any copies of the program or the original program to any other
sites other than the original installation site If the City wishes to use
the program at more than one site, it must first obtain the written
permission of JTA and pay JTA a reasonable fee for the additional
use The same reasonable fee will be charged for any copies of the
program product(s)
5 0 DELIVERY AND INSTALLATION
5 1 JTA will deliver the program product(s) licensed hereunder on magnetic
tape for installation by the City
5 2 JTA shall assume all risk of loss or damage to the program product(s)
prior to delivery to the City
5 3 JTA will provide assistance to the City during the installation and
implementation of the program product(s) as specified in the License
Agreement Addendum
5 4 JTA shall be reimbursed by the City for all reasonable actual expense
incurred by JTA in assisting in the installation and implementation
These expenses include travel and living expenses for asmtance
performed outside of the Dallas/Fort Worth area «w~yr
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Program Product License Agreement No 35-301
Page 3
60 MAINTENANCE AND PROGRAM MODIFICATIONS
6 1 JTA will provide maintenance, at no cost to the City, for a period of
one (1) year following delivery of the program product(s) to the City
6 2 JTA will supply to the City all problem solutions as they become known
to JTA
6 3 JTA will supply a temporary fix or make a reasonable attempt to make
an emergency bypass to the problem if the program product(s) yields
incorrect results and if the City diagnoses the problem as a defect in a
current, unaltered release of the program product(s)
6 4 JTA will provide the City with all enhancements which relate to the
current program product(s) and are not separately priced or marketed
by JTA
6 5 Continuing maintenance is automatically provided and renewed in
minimum increments of twelve (12) months at JTA's standard
maintenance charge in effect at the beginning of each maintenance
period The City may decline to automatically extend the maintenance
by notifying JTA in writing thirty (30) days prior to expiration of the
existing maintenance period
7 0 CONFIDENTIAL AND PROPRIETARY INFORMATION
7 1 The City hereby acknowledges and agrees that the program product(s)
licensed under this Agreement are the trade secret, confidential and
proprietary information of JTA. The program product(s) are and shall
remain the property of JTA at all times The City agrees to hold said
information confidential and to safeguard it in the same manner as it
would protect its own confidential and proprietary information The
City agrees not to disclose said information to any third parties other
than its own employees or agents and to use the program only for
necessary purposes within the City's internal operations
7 2 The City further agrees not to sell, assign, distribute, or disclose the
program product(s) or any parts thereof to any other person, firm,
corporation, or business entity and the City will use all reasonable
efforts to confine the information concerning the program product(s) u
itself The provisions hereinabove stated regarding confidentiality aw
protection of the proprietary information shall apply to any` and a
materials, documentation and information regarding the prograi,
product(s) which has been given to the City prior to or after th,
execution of this Agreement The Agreements and represantatiow,
h'~rt?einabove made shall also survive the expiration or termiriattan of
this Program Product License Agreement
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Program Product License Agreement No 35-301 Page 4
8 0 TITLE AND OWNERSHIP
8 1 It is understood and agreed by the parties to this Agreement that
ownership of the license program product(s) shall at all times remain
with JTA. The City shall not be entitled to receive the current source
code of the program product(s) nor any additional information
regarding the program other than that which is forwarded to the City
by JTA for installation and normal use
90 LIMITATIONS OF LIABILITY
9 1 There are no warranties or representations by either party express or
implied, in fact or in law, including but not limited to any implied
warranty of merchantability or fitness for a particular purpose, and any
warranty arising from course of performance, course of dealing or
usage or trade
9 2 In no event shall JTA be liable for any damages or loss of profits or
revenue or for any indirect special, punitive, exemplary, incidental, or
consequential damages arising under the terms of this Agreement or
the transactions connected herewith, except to the extent that said
damages do not exceed the cost paid by the City for the purchase of
the program product(s) license herein granted The price for the cost
of said program product(s) license shall constitute liquidated damages
for the City herein
10 0 TERMINATION
10 1 This Agreement and any license created hereunder may be terminated
under any of the following conditions
1011 Upon the termination date as specified in the attached
License Agreement Addendum
10 1 2
By the City at any time during the acceptance period, if the
program product(s) do not perform to the satisfaction of the
City and JTA is so notified in writing
10 1 3
By JTA at any time during the term of this Agreement, if
the City breaches any of the warranties, representations, or
obligations required of the City according to the terms and
conditions of this Agreement
10 1 4
By either party upon the material failure of the other party
to perform its responsibilities and obligations hereunder b~
submitting notice in writing to the other party of th
material failure, and provided that the material failure or
default has not been corrected within 30 days after th(,
receipt of such notice
Program Product License Agreement No 85-801 Page 5
11 0 RESTRICTION ON DEVELOPMENT OF SIMILAR PRODUCTS
11 1 The City hereby warrants and represents that it will not develop,
attempt to develop or assist in the development of any similar products
to the program product(s) licensed hereunder It is agreed and
understood that the licensed program product(s) is the trade secret and
confidential information of JTA and that it shall not be used by the
City for the development of any similar products or of other products
related thereto It is further agreed and understood that the City will
not allow any third parties to obtain this confidential and proprietary
information and will exercise all due care to prevent any third parties
from obtaining said information from the City's computer systems
12 0 NON-ASSIGNABILITY
121 Neither this Agreement, any license granted hereunder, nor any
program product(s), documentation or materials may be assigned, sub-
licensed, or otherwise transferred by the City to any third parties
without JTA's prior written consent
13 0 GOVERNING LAW
13 1 This Agreement shall be enforced and interpreted in accordance with
the laws of the State of Texas Any venue for legal action shall be in
Dallas County, Texas
13 2 The parties hereto acknowledge that they have read this Agreement,
and the License Agreement Addendum, which has been attached to this
Agreement and made a part hereof, and agree that they shall be bound
by the terms and conditions heremabove stated Any prior statements
or representations by the parties shall be merged into this written
document and the terms of this written Agreement shall control No
modification or amendment to this Agreement shall be effective unless
it is agreed to in writing and signed by all parties to this Agreement
JUST TECHNICAL ASSOCIATES, INC
SIGNATURE 14
NAME Robert S Scott Jr
TITLE President
THE CITY OF ENT N 11 SIGNATURE
NAME
TITLE L_
DATE March 4 1985 DATE C
~W
APPROVED AS TO FORM
CITY ATTORNEY
CITY OF DENTON TEXAS
BY
JUST TECHNICAL ASSOCIATES, INC.
LICENSE AGREEMENT ADDENDUM
PROGRAM PRODUCT LICENSE AGREEMENT
NO 85-801
This ADDENDUM supplements and more specifically details the terms and
conditions in the Agreement between Just Technical Associates, Inc (JTA) and
the City of Denton (the City) The Program Product Order(s) which are attached
hereto are a part of this Addendum for all purposes
JUST TECHNICAL ASSOCIATES, INCORPORATED
PROGRAM PRODUCT ORDER
CLIENT THE CITY OF DENTON
Page 1 of 1
ACCEPTANCE
AGREEMENT NO 85-801
PERIOD 90 Days
PROGRAM PRODUCT Interactive Data Collection Facility (IDCF)
PROGRAM PRODUCT DESCRIPTION
The Interactive Data Collection Facility (IDCF) is an
interactive, online CICS application that allows for the
timely entry of data into multiple repositories available
for extract and use by data processing information
management systems
PROGRAM PRODUCT DELIVERABLE
1 Executable programs
2 Reference manuals (3)
3 System HELP File
ASSISTANCE PROVIDED BY JTA
1 Complete installation and testing
2 Eight hours implementation assistance
PRICING SCHEDULE
{
- - - LICENSE CHARGES - - -
# OF
DESCRIPTION COPIES TERM MONTHLY ANNUAL ONE TIME
IDCF 1 PERPETUAL $10,000
MAINTENANCE 12 mos $ 0
(Year 2)
SIGNATURE
/f
JTA V~~O AF p~i ~ CLIENT '
Just
Technical
Associates, Inc 17120 Dallas Parkway Suite 125 Dallas Texas 75248
IM
March 4, 1985
Mr Gary Collins
City of Denton
Municipal Building
Denton, TX 76201
Dear Mr Collins
(214) 931 9111
Just Technical Associates, Inc is pleased to offer this
proposal for the Interactive Data Collection Facility (IDCF)
for the City of Denton, Texas This product is designed to
alleviate bottle necks in data collection and to help
streamline related functions
Just Technical Associates, Inc provides this product based
upon the following criteria
• JTA will deliver and install
• JTA will provide maintenance and program
modifications for the product for the second year
free of charge (The annual maintenance charge for
the second year is $1000 )
• JTA will provide up to eight (8) hours of on site
implementation support at no cost
Payment schedule
• Total cost at a reduced price of $10,000
• $6,000 upon completion of installation and testing
• $2,000 upon delivery of documentation (approximately
forty-five (45) days)
• $2,000 at the completion of the 90 day acceptance
period
JTA values highly the opportunity to provide this product to
you and is looking forward to working with you to me6t your
future needs If I can provide any additional information
or clarification, I will do so at your convenience ~.s
Respectfully,
Brian P Yrokop
Marketing Representative
BPP/rxmh
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