1991-047-RES WHEREAS, the City of Paris did heretofore use the services of Municipal Software Consultants, Inc.,
RESOLUTION NO. 91-047
WHEREAS, the City of Paris did heretofore use the services
of Municipal Software Consultants, Inc., under an Application
Software Maintenance Agreement authorized in Resolution No.
87-021; and
WHEREAS, the name of the company administering the
maintenance agreement has changed to United Systems
Technology, Ine., dba Municipal Software and Public Safety
Technology and the terms of the agreement have changed; and,
WHEREAS, it would be in the best interest of the City of
Paris for such Application Software Maintenance Agreement, in
the form of Exhibit A attached hereto, to be entered into and
executed by the City of Paris; 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., in the form of Exhibit A
attached hereto, is hereby approved.
BE IT FURTHER RESOLVED, that the Acting Mayor of the
City of Paris, Billy Joe Burnett, be, and he is hereby
authorized and directed to execute on behalf of the City of
Paris the Application Software Maintenance Agreement on the
terms and conditions and in the form shown in Exhibit A,
attached hereto.
Passed and adopted this 10th day of June, 1991.
ATTEST:
Mattie Cunningham,
APPLICATION SOFIWARE MAINTENANCE AGREEMENT
BEIWEEN
CI1Y OF PARIS, TEXAS
AND
UNITED SYSTEMS TECHNOLOGY, INC.
d/b/a Municipal Software and Public Safety Technology
THIS AGREEMENT, made and entered into this 17th Day of May, 1991, by and
between the CITY OF PARIS, TEXAS, hereinafter called 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 semce 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 1- DEFINmONS AND LOCATIONS
Section 1 - Definitions
c.
"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.
"User System or Hardware" shall mean the equipment as outlined in the
Application Software Contract.
"Application Software Upgrades" shall mean improvements/upgrades to the
licensed application software which improves the operating performance of
A
B.
EXHIBIT A
the application software but does not change the basic function of the
licensed software. licensor will provide complete updates of application
software versions without charge, but reserves the right to invOIce for
personnel time and/or travel el\Pended in the implementation of the
proposed upgrades.
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 "applicatlOns" 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 installatlOn 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 ellPenses 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:
Mr. W. E. Anderson, Director of Finance
r.iry nf' p~,..;~
p n R"v qni7
Paris. TX 7546l-9037
PAGE20F6
ARTICLE II - SCOPE OF SERVICES
Section 1 - General ReQllirements
licensor shall provide application support/error recovery for the licensed
application software system(s) and application software upgrades in accordance with the
following terms:
A
B.
The agreement between the parties shall initially be for a {leriod of one year
from the effective date provided in Article V and automatIcally renew on
each anniversary thereafter. Either party may terminate 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 terminatIOn, except for
cause, shall not amend the duties, rights or liabilities that occur until date of
termination.
licensor will maintain the licensed aprlication software system(s) during the
term of this agreement. licensor shal make available to licensee all
u{ldated 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.
Licensor shall not be responsible for consequential damages by program
malfunctions. .
D.
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 charl):es. All 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 - Payment 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
PAGE 3 OF6
rate plus any actual out of pocket expenses. All invoices for additional services shall
reqUire approval by licensee, or hislher agent and payment of invoices for additional
services shall be made within fifteen (15) days of said approval. Additional services
typically address the needs of the Licensee for consulting and custom programming.
Hourly fees range from $70.00 to $100.00 per hour.
Section 3 - Software Maintenance Pricin&
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 shall be found to be illegal or unenforceable
then, the remainder whereupon so amended shall remain in force and effect.
Section 2 - Special Provisions
A.
B.
c.
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.
Notices: All 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.
Authority: Licensee and Licensor have full 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.
Assignment: Licensor shall not assign or convey this agreement to any other
party without prior written consent by Licensee. Any assi~ent 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.
D.
ARTICLE V - SIGNIFICANT DATES
Section 1 - Provisions of Effective Date
JULY
A. This agreement will become effective on the 1st Day of ~lo/, 1991.
Section 2 - Anniversary Date
PAGE40F6
A
B.
JULY
The anniversary date shall be the 1st Day of~. 1992.
At the anniversary date the agreement is automatically renewed unless
notified by the other party within thirty (30) days prior to the anniversary
date.
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: June 10. 1991
George F~sher
TI11JE: Mayor, City of Paris
ATIEST:
Mattie Cunningham, City Clerk
DATE: June lO 1991
THIS AGREEMENT EXECUTED BY UNITED SYSTEMS TECHNOLOGY, INC.
BY: DATE:
TITLE: Vice President
ATIEST: DATE:
PAGES OF6
APPENDIX A
BEIWEEN
CIlY OF PARIS, TEXAS
AND
UNITED SYSTEMS TECHNOLOGY, INC.
d/b/a Municipal Software and Public Safety Technology
The pricing below includes unlimited telephone support, on-line support when
required, program temporary fIXes (PTFs) and program upgrades on all licensed
application software system(s).
DESCRIPTION
ANNUAL FEE
$ 600
$ 600
$ 600
$ 600
$ 450
$ 735
$ 450
$ 1,350
$ 735
$ 6QQ
$ 459
$ 735
$ 1,050
TOTAL $ 8:Jsl1 'l '10 s-: ~
THIS AGREEMENT EXECUTED FOR CITY OF PARIS, TEXAS
Accounts Payable
Budget Preparation
Emergency Medical System
Executrieve
Fixed Assets
General Ledger
Information Indexing
LEMIS
Payroll/Personnel
Prejeet ,A.eesliBtiag
Special Permits
Tax Billing & Collection
Utility Billing
BY:
George :Fisher
TITLE: MRynr, r.;ry nr PRr;Q
DATE:June lO. 1991
AlTEST:
DATE:June lO. 1991
Macc~e ~unn~ngnam. ~~cy ~lerk
THIS AGREEMENT EXECUTED FOR UNITED SYSTEMS TECHNOLOGY, INC.
BY: DATE:
TITLE: Vice President
AlTEST: DATE:
PAGE 6 OF 6