1992-058-RES WHEREAS, the City of Paris is in need maintenance and application software upgrades Application
RESOLUTION NO.
92-058
WHEREAS, the City of Paris is in need
maintenance and application software upgrades
Application System AS/400 and the City of Paris
Council is agreeable to such service; and,
of sustaining
for its IBM
and the City
WHEREAS, in order to receive such services
necessary for the City of Paris and United
Technology, Inc., to enter into an Application
Maintenance Agreement for said services; and,
it is
Systems
Software
WHEREAS, the form of agreement for such service attached
hereto as Exhibit A, should be approved, and the City Manager
of the City of Paris, Michael E. Malone, should be authorized
to execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, that the Application Software Maintenance Agreement
with United Systems Technology, Inc., for service for the IBM
System AS/400 in the amount of $10,360.00 annually is hereby
accepted upon the terms and conditions and in the form of
agreement attached hereto as Exhibit A; and,
BE IT FURTHER RESOLVED, that the City Manag~r of the
City of Paris, Michael E. Malone, be, and he IS hereby
authorized and directed to execute on behalf of the City of
Paris the Application Software Maintenance Agreement with
United Systems Technology, Inc., for maintenance and upgrade
service for the IBM Application System AS/400 computer in the
form shown in Exhibit A attached hereto.
Passed and adopted this 13th day of July, 1992.
~~
orge Fisher, Mayor
ATTEST:
Mattie Cunningham, City
, *;z~:~~
T. K. Haynes~City Attorney
APPLICATION SOFI'W ARE MAINTENANCE AGREEMENT
BE1WEEN
CITY OF PARIS, TEXAS
AND
UNITED SYSTEMS TECHNOLOGY, INC.
THIS AGREEMENT, made and entered into this 13th Day of July ,
1992, by and between the City of Paris, Texas, hereinafter catled Licensee, and United
Systems Technology, Inc., with offices at 3021 Gateway Drive, Irving, Texas, 75063,
hereinafter called Licensor.
WITNESSETH
WHEREAS, Licensee has previously purchased a software license for certain computer
application software for its user system from Licensor; and
WHEREAS, Licensee desires to utilize and to protect all proprietary rights of said
application software; and
WHEREAS, Licensee desires to employ Licensor for providing sustaining maintenance
and application software upgrades; and
WHEREAS, Licensor has proposed acceptable terms for providing maintenance and
upgrading under an on-going contract basis.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
hereinafter contained, Licensee does hereby employ Licensor to provide sustaining
maintenance and application software upgrade service and Licensor does hereby accept
employment in accordance with the covenants, conditions, definitions and terms which follow,
together with any appendices that are mutually approved, attached hereto and made a part
hereof.
ARTICLE I - DEFINITIONS AND LOCATIONS
Section I - Definitions
A, "Application Software" shall mean the source code and object code supplied by
Licensor for the operation of all licensed application software system(s) as
outlined in the Application Software Contract.
B. "User System or Hardware" shall mean the equipment as outlined in the
Application Software Contract.
C. "Application Software Upgrades" shall mean improvements/upgrades to the
licensed application software which improves the operating performance of the
application software but does not change the basic function of the licensed
software. Licensor will provide complete updates of application software
LXHIBIT A
versions without charge, but reserves the ril!:ht to invoice for personnel time
and/or travel expended in the implementation of the proposed uDl!:rades.
D. "Base System" shall mean the current version of the licensed application
software system(s) as would normally be installed by Licensor.
E. "Application Support/Error Recovery" shall mean the support listed below for
all "applications. installed by Licensor.
1. Provide periodic software updates distributed on diskette with
instructions for use and installation. Updates are distributed with either
an optional or required installation status, Required updates must be
installed to stay within the base system.
2. Successful implementation of periodic updates is the user's responsibility
for programs not originally installed by either Licensor or its agents.
3. Error Recovery (fix it support) will address all problems encountered in
running application software provided by Licensor. Assistance will be
provided by phone, diskettes being mailed, or an on-site visit by
Licensor personnel if required. Licensor reserves the right to bill for out
of pocket expenses actually incurred.
F. "Application Software Use" shall mean that Licensee shall have the right to use
the licensed application software system(s) on their User System only, without
prior written approval of Licensor.
Section 2 - Locations
A. The user system hardware utilizing the licensed application software system(s)
and application software upgrades is located at City of Paris, Texas.
B. All notices and communications under this agreement that are to be mailed or
delivered to Licensor shall be sent to the address of Licensor as follows, unless
and until Licensee is otherwise notified:
United Systems Technology, Inc.
3021 Gateway Drive, Suite 290
Irving, Texas 75063
C. All notices and communications under the agreement that are to be mailed or
delivered to Licensee shall be sent to the address and offices of Licensee as
follows:
W. E. Anderson. Director of Finance
City of Paris
P. O. Box 9037
Paris, TX 75461-9Q37
PAGE20F6
ARTICLE II - SCOPE OF SERVICES
Section 1 - General Reouirements
Licensor shaU provide application support/error recovery for the licensed application
software system(s) and application software upgrades in accordance with the foUowing tenns:
A. The agreement between the parties shall initially be for a period of one year
from the effective date provided in Article V and automatically renew on each
anniversary thereafter. Either party may tenninate the agreement by giving
written notice to the other party not less than thirty (30) days prior to the annual
renewal anniversary date. Notice of tennination, except for cause, shall not
amend the duties, nghts or liabilities that occur until date of tennination.
B. Licensor will maintain the licensed application software system(s) during the
tenn of this agreement, Licensor shall make available to Licensee all updated
and revised versions to the base system which are provided by Licensor.
C. Licensor will correct any error and, if such is found to be caused by
modification to the application software by any party other than Licensor, or its
agent, Licensor reserves the right to invoice the Licensee for such service on a
time and materials basis at current Licensor hourly rates plus actual out of
pocket expenses.
D. Licensor shall not be responsible for consequential damages by program
malfunctions.
E. Licensor shall not provide expressed or implied warranty of updates to
application software unless the updates are modified and installed by Licensor or
its agent.
ARTICLE III - PAYMENT FOR SERVICES
Section 1 - Payment for Basic Services
The Licensee agrees to pay all applicable fees for software updates and maintenance
service charges per pricing described in Appendix A. The fee shall be reviewed each year
prior to the anniversary date of this agreement. Written notice of any needed changes shall be
provided to the other party not less than sixty days (60) prior to the effective date for revised
charges. AU mutually agreed changes in fees charged shall be incorporated by approved
appendix of this agreement. Payment shall be made within fifteen days (15) days of receiving
said invoice.
Section 2 - Pa.yment for Additional Services
Any services approved in addition to the agreed provisions of Article II of this
agreement shall be inVOIced on a time and material basis at the current Licensor billing rate
plus any actual out of pocket expenses. AU invoices for additional services shall require
approval by Licensee, or his/her agent and payment of invoices for additional services shall be
made withm fifteen (15) days of said approval. Additional services typically address the needs
PAGE30F6
of the Licensee for consulting and custom programming. Hourly fees range from $70,00 to
$100,00 per hour.
Section 3 - Software Maintenance Pricinl!
See Appendix A
ARTICLE IV - MISCELLANEOUS PROVISIONS
Section 1 - COmpliance of all Laws
The Licensee and Licensor agree that they will perform their obligations hereunder in
accordance with applicable laws, rules, and regulations now and hereafter in effect. If any
terms or provisions of this agreement shaIl be found to be iIIegal or unenforceable then, the
remainder whereupon so amended shall remain in force and effect.
Section 2 - Special Provisions
A. Cessation of Business Rights: If Licensor or it's successor company, shall for
any reason, cease to conduct business, this agreement shall automatically
terminate, and no further charges made or services performed. Any fees
unearned by Licensor will be returned to the Purchaser.
B. Notices: AIl notices under this agreement shall be in writing and shall be
deemed duly given; upon delivery to a party hereto at the address hereinabove
set forth or such other address as specified by Licensee.
C. Authority: Licensee and Licensor have fuIl power and authority to enter into
and perform this agreement, and the person signing this agreement on behalf of
each has been properly authorized and empowered to enter into this agreement.
D. Assignment: Licensor shall not assign or convey this agreement to any other
party without prior written consent by Licensee. Any assignment or attempted
assignment without prior written approval of Licensee shall render this
agreement null and void, Any fees unearned by Licensor will be returned to the
Licensee.
ARTICLE V - SIGNIFICANT DATES
Section 1 - Provisions of Effective Dale
A. This agreement will become effective on the 1st Day of October, 1992.
Section 2 - Anniversary Date
A. The anniversary date shall be the 1st Day of October, 1993.
B. At the anniversary date the agreement is automatically renewed unless notified
by the other party within thirty (30) days prior to the anniversary date.
PAGE 4 OF 6
C. This agreement shall automatically renew at full annual rates.
IN WITNESS WHEREOF, the Licensee and Licensor have executed this agreement on
the date first executed.
THIS AGREEMENT EXECUTED FOR CITY OF PARIS, TEXAS
BY
DATE: Julv 13, 1992
i"li,chae lE . Halone
TTrLE City Manager
A TIEST
Mattie Cunningham, City Clerk
DATE: July 13. 1992
THIS AGREEMENT EXECUTED FOR UNITED SYSTEMS TECHNOLOGY, INC.
BY DATE:
TTrLE Vice President
ATl'EST DATE:
PAGE50F6
APPENDIX A
BETWEEN
CITY OF PARIS, TEXAS
AND
UNITED SYSTEMS TECHNOLOGY, INC.
The pricing below includes unlimited telephone support, on-line support when required,
program temporary fixes (PfFs) and program upgrades on all licensed application software
system(s).
DESCRIPTION
ANNUAL FEE
Accounts Payable
Budget Preparation
Emergency Medical System
Fixed Assets Records
General Ledger
Information Indexing
Law Enforcement Management Information
System (LEMIS)
Pa~olUPersonnel
Utility Billing and Collections
Tax Billing and Collections
$ 980.
830.
830.
680.
980.
680.
1,950.
980.
1,470.
980.
Total
~ 10.360,
THIS AGREEMENT EXECUTED FOR CITY OF PARIS, TEXAS
BY DATE: Julv 13, 1992
}1:i.chael, E, Malone
TITLE r:i rv ~"h"gp""
A TIEST
Uattie Cunn~ngham, C~ty Clerk
DATE: July 13, 1992
THIS AGREEMENT EXECUTED FOR UNITED SYSTEMS TECHNOLOGY, INC.
BY DATE:
TITLE Vice President
ATIEST DATE:
PAGE60F6