2000-085 ORDINANCE NO V~)0~L ~)~-
AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE
PURCHASE OF PROPRIETARY SOFTWARE AVAILABLE FROM ONLY ONE
SOURCE IN ACCORDANCE WITH THE PROVISION FOR STATE LAW
EXEMPTING SUCH PURCHASES FROM REQUIREMENTS OF COMPETITIVE
BIDS, AND PROVIDING AN EFFECTIVE DATE (PURCHASE ORDER 03612 TO
ORACLE GOVERNMENT DMD, IN THE AMOUNT OF $83,535)
WHEREAS, ~ectlon 252.022 of th~ Local Government Code provides that
procurement of items that are only avmlable from one source, including, items that are
only avmlable from one source because of patents, copyrights, secret processes or natural
monopolies, films, manuscripts or books, electricity, gas, water and other utility
purchases, captive replacement parts or components for eqmpment, and library materials
for a public library that are avmlable only from the persons holding exclusive distribution
rights to the materials, need not be submitted to competitive bids, and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned m the above paragraph, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
~C,[T.I_Q_._b~ That the following purchase ofmatenals, equipment or supphes, as
described m the "Purchase Orders" hsted hereon, and on file in the office of the
Purchasing Agent, and the license terms attached hereto are hereby approved
PURCHASE
03612 Oracle Government DMD $ 83,535
~ That the acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department
~ That the City Manager is hereby authorized to execute any
contracts relating to the items specified m Section I and the expenditure of funds pursuant
to smd contracts is hereby authorized
~ That this ordinance shall become effective lmmedmtely upon its
passage and approval
~^s~ ^~ ^~ov~ ~ ~ 7~ ~o~ ~ ,~o00
JACK I~EI~ IgIAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
Oracle License Terms
"We," "us," and "our" refers to Oracle "You" and "your" refers to the andlvadual or entity
that has ordered programs or techmcal support from Oracle "Programs" refers to the
software products wluch you have ordered, program documen~atlon, and any program
updates acquired through techmcal support
What This License Agreement Covers
This hcense agreement mcludes the terms provided below and thc terms of the order
which,you have prewously completed Your order is not effective until accepted by us
We wall notify you of our acceptance, and your notice will anclude a copy of your hcense
agreement Upon our acceptance, we grant you the hmlted right to use our programs
solely for your busmess operataons subject to the terms of this hcense agreement and the
program doeumantatton You may allow your agents and contractors to use the programs
for this purpose subject to the terms of this license agreement Program documentation is
either sbapped w~th the programs, or you may access the documentation onhne at
http//docs oracle eom If ordered, annual techmcal support as provided under our
teehmeal support pohcles, wbach are subject to change These pohcles may contain
addluonal terms which you may access online at http//oracle eom/support/
This agreement is governed by the laws of Cahforma
Ownership and Restrlctmns
We retain all ownership and intellectual property rights to the programs You may make a
sufficient number of eopaes of each program for your heensed use and one copy of each
program for backup purposes when your system as inoperative, we must approve any
additional copies you make
You may not
* remove or modify any program markings or any nouce of our proprietary rights,
· re-heanse, rent, lease, timeshare, or act as a service bureau or provide subscription
services for the programs,
· use the programs to provade third party tra~mng except for trvanlng agents and
contractors that you have authorized under this hcense agreement,
· assign this hcense agreement or give the programs or an interest in the programs to
another individual or entity,
· cause or permit reverse engmeenng or decompllatlon of the programs, unless requxred
for lnteroperabflity, or
· dlsolose results of any program benchmark tests without our prior consent
You agree that U S export control laws and other apphcable export and import laws
govern your use of the programs, mcludmg technical data You agree that neither the
programs nor any direct product thereof will be exported, darectly, or indirectly, an
violation of these laws, or will be used for any purpose prohlbated by these laws
including, w~thout limitation, nuclear, chemical, or biological weapons prohferataon
P~el
We may audit your use of the programs If we give you 45 days advance written notice,
you agree to cooperate wath our audit, and provide us with reasonable assistance and
access to information You agree to pay any underpaid license and technical support fees
Warranties, Disclaimers and Exclusive Remedies
We warrant that programs will substantially operate as described in the applicable
program documentation for one year after we deliver them to you We also warrant that
techmcal support will be provided consistently w~th industry standards, and this warranty
is valid for a period of 90 days from performance of the service
THESE WARRANTIES DO NOT GUARANTEE THAT THE PROGRAMS WILL
PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT WE WILL
CORRECT ALL PROGRAM ERRORS TO THE EXTENT PERMITTED BY
LAW, THESE WARRANTIES ARE EXCLUSIVE AND TAKE THE PLACE OF
ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS
INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE
IF WE CANNOT SUBSTANTIALLY CORRECT A BREACH OF OUR
WARRANTIES, IN A COMMERCIALLY REASONABLE MANNER, YOU MAY
END YOUR PROGRAM LICENSE OR TECHNICAL SUPPORT AND
RECOVER THE LICENSE FEES OR TECHNICAL SUPPORT FEES PAID TO
US UNDER THIS LICENSE AGREEMENT, AS APPLICABLE THIS IS YOUR
EXCLUSIVE REMEDY
Trial Programs
You may order trial programs, or we may include additional programs with your order
which you may use for trial purposes only You have 30 days from the delivery date to
evaluate these programs If you decide to use any of these programs after the 30 day trial
period, you must obtmn a license for each program from us Programs licensed for trial
purposes are provided "as is" and we do not provide technical support or any warranties
for these programs
End of L~cense Agreement
If you breach the terms of tlus license agreement and fail to correct the breach within 30
days after we notify you, we may end flus license agreement and your use of programs
and techmcal support If we end this agreement, you must pay within 30 days all amounts
which have accrued prior to the end of this license agreement
Fees and Taxes
Al1 fees payable to us are due within 30 days, and you also agree to pay any sales, value-
added or other similar taxes which we must pay based on the programs or techmcal
support you have acquired
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Indemmfieat~on
If someone makes a clmm agmnst you that our programs ~nfnnge thmr intellectual
property rights, we w~ll ~ndemmfy you To obtain this protection, you must
· notify us promptly m wntmg, not later than 30 days after you recmve notice of the
clmm, or sooner if reqmred by appheable law,
· g~ve us sole control of the defense and any settlement negotmtmns, and
· give us the mformataon, authority, and assistance we need to defend agmnst or settle the
clmm
If we believe that any of our programs may have wolated someone else's ~ntelleetual
property rights, we may choose to rather modl~ the programs or obtain a hcense to allow
for continued use, or if these alternatives are not commercially reasonable, we may end
the hcense for the applicable program and refund any license fees you have paid for ~t
We vall not mdemmfy you ff you use a superseded or altered release of a program and the
mfnngement claim could have been avoided by using the current unaltered release of the
program This sec~on provides your exclusive remedy for any tnfnngement clmms or
damages
Entire Agreement
You agree that th~s heense agreement ~s the complete agreement for the programs and
techmeal support ordered, and th~s heense agreement supersedes all prior or
contemporaneous agreements or representations If any term ofth~s hcense agreement ~s
found to be mvahd or unenforceable, the remmmng provisions will remam effective
Lim~tat~on of Llabdlty
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF
PROFITS, REVENUE, DATA, OR DATA USE OUR MAXIMUM LIABILITY
FOR ANY DAMAGES WHETHER IN CONTRACT OR TORT WILL NOT
EXCEED THE FEES WHICH YOU PAID US FOR THIS ORDER, AND IF SUCH
DAMAGES RESULT FROM YOUR USE OF A PROGRAM OR TECHNICAL
SUPPORT, THE LIABILITY SHALL BE LIMITED TO THE FEES PAID FOR
THE RELEVANT PROGRAM OR TECHNICAL SUPPORT
The following agreement has been reviewed and accepted
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