R-92-1688 - 1/9/1992RESOLUTION NO.
WHEREAS, the City and Unisys Corporation ( "Unisys ") entered into
an agreement ( "Agreement ") for a computer system for the City's police
department and municipal court which included the license of certain
application software products and related services to be provided by
Information Communication Corporation ( "ICC "), and
WHEREAS, ICC is no longer in business, and
WHEREAS, the City and Unisys have a dispute as to the ICC
application software and development services provided for in the
Agreement, and
WHEREAS, Unisys and the City desire to settle all disputes
between them, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City the Settlement and Release Agreement Between Unisys
Corporation and City of Round Rock, a copy of said agreement being
attached hereto and incorporated herein for all purposes, and
BE IT FURTHER RESOLVED,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a License Agreement with Creative Information
Systems Company, Incorporated ( "CISCO "), a copy of said agreement
being attached hereto and incorporated herein for all purposes.
RESOLVED this 9th day of January, 1992.
ATTEST:
NE LAND, City Secretary
RS01092B
7fraz
MIKE ROBINSON, Mayor
City of Round Rock, Texas
LICENSE AGREEMENT
Agreement made this qtly_ day of January , 1992_
between Creative Information Systems Company, Incorporated, a
Maryland corporation having offices located at 86 Kennedy Drive,
Severna Park, Maryland 21146 (hereinafter referred to as CISCO)
and the:
City of Round Rock located at
Round Rock, Texas 78664
(hereinafter referred td as LICENSEE).
1. GRANT OF LICENSE
a. CISCO hereby grants to LICENSEE, and LICENSEE hereby
accepts from CISCO; subject to the terms and conditions
contained herein, a nontransferable and nonexclusive license
to use the computer software program(s) and related material
provided by CISCO and described in Paragraph 1.b. herein.
b. For the purpose of this agreement, the computer software
program(s) and related material licensed under this agreement
are described as follows:
CAPS, a system of COBOL computer application programs and
related documentation to be used as a records management
system,
CASS, a system of COBOL computer aplication programs and -
related documentation to be used as a crime analysis system,
TIES, a system of COBOL computer application programs and
related documentation to be used as a traffic accident
information system,
CITATIONS, a system of COBOL computer application programs and
related documentation to be used as a citation tracking
system,
THE JUDGE, a system of COBOL computer application programs to
be used as a municipal court management system,
A -CAD, a system of COBOL computer application programs to be
used as a dispatching system.
c. The serial number for the licensed material described
herein is: P0198. License is for 24 simultaneous users.
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2. LICENSE FEE
a. In consideration of the granting of the license herein
contained, LICENSEE shall pay to CISCO the sum of $ 100.00 net
cash.
3. USE OF LICENSED MATERIAL
a. During the term of the license herein granted, the
LICENSEE may use the licensed material on any processor owned
by the LICENSEE.
b. Use shall be defined as the transfer of the computer
program(s) software in machine - readable form into the
LICENSEE's processor for the purpose of operating the computer
program(s).
4. RIGHTS AND TITLE
a. The licensed material described herein, including the
original and all copies thereof, in whole or in part, whether
said original and copies are created by CISCO or anyone else,
and all copyright, patent, trade secret and otherwise
intellectual and proprietary rights therein, are and shall
remain the valuable property of CISCO.
b. CISCO warrants that the aforementioned licensed material
does not infringe upon any copyrights, patents, or other
rights held by third parties, and agrees to indemnify and hold
harmless the LICENSEE from all claims made by such third
parties with respect to such matters.
5. NON - DISCLOSURE
a. LICENSEE agrees not to disclose or otherwise make
available the licensed material, in whole or in part, in any
form, to any party for any purpose other than as necessary to
the LICENSEE's exclusive use as authorized herein.
6. ASSIGNMENT AND TRANSFER
a. The LICENSEE may not assign, sell, give or otherwise
transfer this license to any party without the written consent
of CISCO.
7. RESPONSIBILITY OF LICENSEE
a. LICENSEE shall be exclusively responsible for the
supervision, management and control of the licensed material
herein described, and agrees to make no modifications to the
licensed material without written consent from CISCO.
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b. LICENSEE shall safeguard the licensed material against
unauthorized use or disclosure and agrees to take appropriate
action to satisfy its obligations herein.
8. TERMINATION
a. Upon termination of this agreement, the license granted
shall be revoked and the LICENSEE agrees to cease making any
use whatsoever of the licensed material, and the LICENSEE
shall forthwith return to CISCO all original and copies of the
licensed material in the LICENSEE's possession. The license
shall insure that no copy of the licensed material, either in
whole or in part, is retained.
b. This agreement may be terminated by CISCO at any time and
without prior written notice to the LICENSEE upon the
occurrence of a material default by the LICENSEE.
9. RIGHTS AND REMEDIES
a. LICENSEE agrees that in the event of a default by the
LICENSEE of its obligations herein, the rights of CISCO to
terminate this agreement and to recover damages shall be
inadequate, and that in addition to such rights, CISCO shall
have the right to equitable injunctive relief to restrain and
enjoin the LICENSEE from any actual or threatened breach of
this agreement. All rights and remedies of CISCO contained in
this agreement shall not be exclusive, but shall be in
Addition to all other rights and remedies of CISCO at law or
otherwise.
b. In the event that CISCO is required to engage in any
proceedings, legal or otherwise, to enforce its rights herein
contained, LICENSEE agrees that CISCO shall be entitled to
recover from LICENSEE, in addition to any other sums due,
reasonable attorney's fees, costs and necessary disbursements
involved in such proceedings.
10. TERM OF AGREEMENT
a. This agreement shall take effect on the date accepted by
CISCO, and shall remain in effect until the LICENSEE notifies
CISCO in writing that it has discontinued use of the licensed
material, or there has been a material default by LICENSEE of
its obligations herein.
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11. SEVERABILITY
a. If any part, term or provision of this agreement is held
by the courts to be illegal, the validity of the remaining
portions shall not be affected and the rights and obligations
of the parties shall continue as if the agreement did not
contain the part, term or provision held to be illegal.
12. INTEGRATION
a. This instrument contains the entire agreement between the
parties and no statement, promise or inducement made by the
parties that is not contained herein shall apply.
13. THIRD PARTY PRODUCTS AND SERVICES
a. Language Interpreter
CISCO will furnish:
ACU -COBOL Runtime Environment, a utility to be
used as the application program language
interpreter.
b. Application Software
CISCO will furnish:
14. APPLICABLE LAW
IQ, a system of software programs and related
documentation to be used as an integrated
report writer.
a. This agreement shall be governed by the laws of the State
of Maryland.
AGREED 01 / ACCEPTED BY:
CIS • INCORPO TED
Ai . i
TITLE: /7117 y01t T LE `'resi e
DATE : /— / �I �/ DATE :
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SETTLEMENT AND RELEASE AGRE@MEW BETWEEN
UNISYS CORPCRATIf AN) (TTY og ROUND ROCK
This Settlement and Release Agreement is entered into by and between Unisys
Corporation ( "Unisys ") and City of Round Rock, Williamson County, Texas
( "City "), (hereinafter collectively referred to as "Parties ").
WHEREAS, City and Unisys entered into an ant for Police /Municipal
Court System, dated by the City June 14, 1990 (hereinafter "Agreement "),
which included the license of certain application software products and
related services to be provided by Information Communication Corporation
( "ICC "); and
W EEMS, the Parties have a dispute as to the ICC application software and
development services provided for in the Agreement; and
WE MS, the Parties desire to settle all disputes between them;
NOW, THEREFORE, in consideration of the mutual covenants set forth below,
the Parties agree as follows:
1. In consideration of ten dollars ($10.00) and other valuable
consideration, the receipt and sufficiency of which is acknowledged,
City hereby releases and forever discharges Unisys, and its
subsidiaries and affiliates and their directors, officers, agents,
representatives, successors, assigns or sureties, including Planet
Insurance Cattpany under bond number P1613535, of any and all
obligations set forth in the above referenced Agreement, and of any and
all claims, demands, causes of action, known or unknown, matured or
unmatured, damages, costs, expenses, fees and all other liabilities of
every kind and description, direct or indirect, fixed or contingent,
whether or not liquidated, arising out of, caused by, or otherwise
related in any manner to the equipment, software and all related
components or services provided by or through Unisys pursuant to said
Agreement.
2. Upon full execution of this Settlement and Release Agreement, Unisys
will refund to City the amount of Five Thousand Nine Hundred Dollars
($5,900.00), representing amounts paid by the City to Unisys for ICC
license fees and training in the amount of Seventy Two Thousand Five
Hundred Dollars ($72,500.00), less the cost of license fees to be paid
by Unisys for replacement application software, as set forth in Section
3 below, in the amount of Sixty Six Thousand Six Hundred Dollars
($66,600.00).
3. Upon execution of this Settlement and Release Agreement and Unisys
payment of the sums identified in section 4 below, Unisys is relieved
of all liability and responsibility for the ICC application software
and related services under the Agreement as more fully described in
other provisions of this Settlement and Release Agreement. City shall
return to Unisys the ICC application software, specified on Exhibit A
attached hereto and incorporated herein by reference and the license
for such ICC software shall terminate, whereupon there shall be no
further obligation or liability by either party regarding the ICC
application software or related services except for obligations of
confidentiality and protection of ptuprietaxy information which shall
remain in full force and effect. City may continue to use the ICC
application software, solely at its own risk, AS IS WITH ALL FAULTS,
until replacement application software is acquired.
4. As a replacement application software package, City agrees to contract
directly with Cisco, Incorporated for the license and support of
Cisco's application software specified on Exhibit A. Unisys shall pay
to Cisco the license fees identified on Exhibit A, in the amount of
sixty six thousand six hundred dollars ($66,600.00), in fulfillment of
Unisys remaining obligations under the Agreement. Upon making such
payment Unisys shall have no further responsibility or liability to
City or any other party for non- Unisys software or services including
but not limited to, the Cisco application software or services The
City shall be solely responsible for the acquisition, use, support,
modification and ongoing maintenance of non - Unisys application software
including, but not limited to the Cisco application software or
services or any software or services provided by or through Cisco.
5. Upon Unisys payment of the refund set forth above and removal of the
ICC software, the Agreement shall terminate in all respect as to the
ICC application software and services. All other terms and conditions
of the Agreement related to equipment and system software, shall rain
in full force and effect. The City acknowledges that the equipment and
system software currently installed have been accepted by the City and
Unisys has fulfilled all of its obligations to date under the
Agreement, except for the ICC software and related services
6. In entering into this Settlement and Release Agreement, the Parties
make no admission of liability of any sort.
7. Except as otherwise provided by the Texas Open Records Act and the
Texas Open Fleeting Act, the Parties shall keep confidential and not
disclose, the fact of this Settlement and Release Agreement, and any of
its terms and conditions, to anyone other than the Parties, their
counsel and accountants and further agree not to voluntarily assist,
cooperate, confirm, provide documents or information, or testify in any
legal, equitable or administrative proceeding against each other with
respect to the subject matter hereof. Each party recognizes that
either may be compelled to provide such documents or information under
subpoena. If contacted by a third party regarding the nature of this
dispute between the parties, which is the subject hereof, the parties
shall state only that the dispute was settled to the mutual
satisfaction of the Parties and shall not comment further about any
matters in anyway related to the Agreement or this Settlement and
Release Agreement. Neither this Settlement and Release Agreement, nor
matters related hereto, shall be
deemed to be evidence of, or any admission of any liability or
wrongdoing by either party. Notwithstanding the foregoing, the County
shall cooperate with Unisys in any litigation with ICC and will permit
Unisys to disclose the tents of this Settlement and Release Agreement
in connection with any such litigation or threatened litigation.
8. The Parties acknowledge that they have had the opportunity to seek the
advice and benefit of legal counsel prior to the execution of this
Settlement and Release Agreement.
9. This Settlement and Release Agreement shall be construed in accordance
with the laws of the State of Texas. If any provision hereof is for
any reason held to be invalid or unenforceable, such provision shall
not affect any other provision hereof, but this Settlement and Release
Agreement shall be construed as if such invalid and /or unenforceable
provision had never been contained herein.
10. This Settlement and Release Ay i i i t constitutes the entire
understanding and agreement of the Parties with respect to the matters
discussed herein, and shall not be amended, altered, superseded or
otherwise modified except in writing signed by all the Parties.
11. This Settlement and Release Agreement shall be effective upon the date
on which the last Party executes this document.
12. The terms, provision and conditions hereof shall be binding on the
parties hereto and on their respective successors, subsidiaries and
assigns.
IN W1'fl S Yom, the Parties have caused this Settlement and Release
Agreement to be duly executed.
NAME PRINTED: Rudy Rillera
TITLE: Sector Vice President TITLE: Th AyQRQ
DATE: January 6, 1992
CITY OF
BY:
NAME PRMUED: mike Ro131145o4
DATE: /— 9- 9,2_/
ICC Application Software:
1. ICC Records Management
2. ICC Court Management
3. ICC Pawn Shop Records
EXHIBIT A
CISCO Application Software:
(Includes installation on existing Unisys equipment, license for up to 24
concurrent users, 14 days of on site training, including expenses).
Automated Police Records Management - CAPS
Includes: Adult Arrest Records
Juvenile Records
Offense /Incident
Property
Vehicles
Persons
Uniform Crime Reports
Master Name Index
Persons, Property, Vehicles
Field Contact
Suspect
Known Offenders
Warrant Tracking
Calls for Service
Fingerprints
Pawn Shop Tracking
Evidence Management
Personnel Management
Citation Management - CITATIONS
Includes: Interface to JUDGE Court System
General Ticket Data
Traffic Accident Information - TIES
Includes: General Accident Data
Occupation, Pedestrian, Witness, Owner Information
Fatality
Signs /Signals
National Safety Council Reports
Data Base Management - CASS /IQ
Includes: Data, Report Creation
SQL Pd -Hoc Query
Municipal Court Records System - JUDGE
Includes: Interface to CITATIONS System
Canplaint Tracking
Bond Tracking
Cost Tracking
Attorney Information
Court History Data
Work Processing - for incident narrative
AGREEMENT FOR COMPUTER SOFTWARE SUPPORT SERVICES
THIS AGREEMENT, made and entered into this
qth day of January,
1992, by and between Creative Information Systems Company,
Incorporated (hereinafter "CISCO "), a corporation duly organized
and existing under the laws of the State of Maryland, and
City of Round Rock
Round Rock, Texas 78664
(hereinafter "CUSTOMER "), located at
WITNESSETH:
WHEREAS, CISCO has acquired specific expertise in the provision
of application software support services in the field of public
safety; and
WHEREAS, CUSTOMER has a need for certain application software
support services as hereinafter identified; and
WHEREAS, CISCO is ready, willing, and able to undertake the
provision of such application software support services on the
terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises as well as
the obligations herein made and undertaken, the parties,
intending to be legally bound, agree as follows:
Section 1
DEFINITIONS
As used herein, the following words and phrases shall have the
following meanings:
1.1 PLAN I. Support services including: Telephone Support;
Published Enhancements; News Letter; User Group Membership.
1.2 PLAN II. Support Services including: Toll -Free Telephone
Support (7 days /24 hours); Published Enhancements; News Letter;
User Group Membership.
1.3 PLAN III. Support Services including: Toll -Free Telephone
Support (7 days /24 hours); Published Enhancements; Modem Support;
News Letter; User Group Membership.
1.4 PLAN IV. Support Services including: Toll -free Telephone
Support (7 days /24 hours); Published Enhancements; Modem Support;
News Letter; User Group Membership; Preventive Maintenance; One -
Call Service.
1.5 Preventive Maintenance. CISCO shall, no less frequently
than once each 3 months, access CUSTOMER computer via telephone for
the purpose of performing error - correction /preventive maintenance,
disk maintenance, performance analysis and repair as furnished
under PLAN IV herein.
1.6 One -Call Service. CISCO agrees to accept CUSTOMER requests
for support covering any aspect of the computer system and shall,
on behalf of the CUSTOMER, cause third parties to effect diagnosis
and repair of such failed component as furnished under PLAN IV
herein.
1.7 Delivered Materials. All software, documentation and
services that may be supplied by CISCO under the scope of this
Agreement.
1.8 Customer Abuse. The failure of the CUSTOMER to operate the
computer or its programs in a manner consistent with the
documentation for such component.
Section 2
COMPENSATION
2.1 Support Services Fee. CUSTOMER shall pay a fee to CISCO
for error correction and support services', in advance, in the sum
of $ 5,600 NET, without discount due upon presentation of invoice.
2.2 Taxes. The fees set forth are exclusive of taxes.
CUSTOMER shall be responsible for all taxes, levies, and
assessments, and shall, upon receipt of notice from CISCO, promptly
pay such amounts to the appropriate authority.
2.3 Late Payments. All payments not received by CISCO in
accordance with paragraph 2.1 hereinabove, are subject to a 2% late
fee calculated on the unpaid balance monthly.
2.4 Expenses. CUSTOMER shall promptly reimburse CISCO for all
normal, reasonable and customary expenses incurred by CISCO
personnel in the course of providing software support services to
the CUSTOMER when CISCO personnel are requested by CUSTOMER in
writing to perform such work at a location other than CISCO
facilities. In addition, CUSTOMER shall be invoiced for time at a
rate of $65.00 per hour (portal to portal) with a $200.00 minimum.
Section 3
PROPRIETARY PROTECTION OF DELIVERABLES
3.1 Limited Right of Use. This Agreement does not provide
CUSTOMER with title or ownership of Delivered Materials.
3.2 Reservation of Rights and Acknowledgements. CUSTOMER
acknowledges that the Delivered Materials together with all
documentation relating thereto and delivered under the scope of
this Agreement are commercially valuable, proprietary products of
CISCO. Any copying, modification, or distribution of such material
not expressly authorized by this Agreement is strictly forbidden.
3.3 Confidentiality Obligations. CUSTOMER shall not disclose
or disseminate the trade secrets embodied in the materials
delivered hereunder to any person, firm, organization, or employee
not a party to this Agreement. Under no circumstances may CUSTOMER
modify, reverse compile, or reverse assemble any object code.
3.4 Survival of Obligations. CUSTOMER'S obligations under this
Section 3 shall survive termination of this Agreement for any
reason and shall remain in effect for as long as CUSTOMER continues
to possess, use, or control the delivered material.
Section 4
LIMITED WARRANTY; LIMITATION ON REMEDIES
4.1 Limited Warranty. CISCO warrants, for the benefit of
CUSTOMER that the Delivered Materials shall be free of defects for
a period of one year and shall be delivered in a reasonable, timely
and workmanlike manner. CISCO assumes no responsibility for
obsolescence of the Delivered Materials.
4.2 Exclusive Remedy. As the exclusive remedy of CUSTOMER for
any defect in the Delivered Materials for which CISCO is
responsible, CISCO shall utilize its best efforts to correct or
cure such defect. CISCO shall not be responsible for any defect if
the delivered materials have been misused or damaged in any respect
by any party other than CISCO, or CISCO has not been informed of
the existence and nature of such defect promptly upon its
discovery.
4.3 Disclaimer. CISCO DISCLAIMS ANY AND ALL PROMISES,
REPRESENTATIONS, AND WARRANTIES, EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, WITH RESPECT TO THE DELIVERED MATERIALS OR ANY
OTHER MATERIAL FURNISHED HEREUNDER, OR ANY COMPONENT THEREOF,
INCLUDING THE CONDITION, THE CONFORMITY TO ANY REPRESENTATION OR
DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND THE
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE THEREFOR.
4.4 Limitation of Liability. The cumulative liability of CISCO
to CUSTOMER for all claims whatsoever related to the Delivered
Materials, including any cause of action sounding in contract,
tort, or strict liability, shall not exceed the total amount of all
fees paid to CISCO by CUSTOMER under this Agreement. This
limitation of liability is intended to apply to all claims of
CUSTOMER, without regard to which other provisions of this
Agreement have been breached or have proven ineffective.
4.5 Consequential and Special Damages. In no event shall CISCO
be liable for any loss of profits; any incidental, special,
exemplary, or consequential damages; or any claims or demands
brought against CUSTOMER, even if CISCO has been advised of the
possibility of such claims or demands. This limitation on damages
and claims is intended to apply to all claims of CUSTOMER, without
regard to which other provisions of this Agreement have been
breached or have proven ineffective.
Section 5
ERROR - CORRECTION AND SUPPORT SERVICES
5.1 Support Services Undertakings. Beginning on the date
payment is first received by CISCO of the Support Services Fee or
the date stated in paragraph 5.4 hereinbelow, whichever is the
latter, CISCO shall provide error - correction and support services
as set forth in this Section 5 directly to the CUSTOMER for the
products listed in Appendix A, attached hereto.
5.2 Delineation of Support Services. The error - correction and
support services provided shall include the following:
a. PLAN III support, 24 concurrent users.
b. Error - correction services, which shall consist of CISCO
using its best efforts to design, code, and implement programming
changes to the Delivered Materials to correct reproducible errors
therein such that the Delivered Materials are made to be error
free.
c. All published enhancements will be delivered to the
CUSTOMER on media compatible with the computer hardware for
installation by CUSTOMER.
5.3 Place of Performance. All services provided under this
Section 5 shall be provided from a CISCO facility via telephone
unless requested by CUSTOMER in accordance with paragraph 2.4
herein above.
5.4 Period of Support Undertaking. Subject to the timely
payment by CUSTOMER of the Support Services Fees and the absence of
a material breach by CUSTOMER of this Agreement, CISCO shall offer
to CUSTOMER the services set forth in this Section 5 hereof for a
period of 12 months, beginning on the first day of the month
following completion of installation. This may be extended in 12
month increments at additional cost to be determined upon renewal.
5.5 CUSTOMER Termination of Support Services. CUSTOMER shall
have the right to discontinue the services set forth in this
Section 5 hereof upon not less than 30 days prior written notice to
CISCO. CISCO will refund to CUSTOMER an amount equal to the unused
portion.
5.6 Exclusions. CISCO bears no responsibility to provide
services under this Agreement as a result of problems or
deficiencies related to Acts of God, interruptions of power, or
CUSTOMER abuse including, but not limited to, loss of programs and/
or data resulting from any of the above causes. Upon written
request, CISCO will supply such services at a time and materials
rate not to exceed the standard rate in effect at that time.
Section 6
INFRINGEMENT OF THIRD -PARTY RIGHTS
6.1 Indemnification. CISCO agrees to provide CUSTOMER with the
following protection against claims of proprietary right
infringement of the Delivered Materials:
a. CISCO shall (1) indemnify CUSTOMER from and against
any liability, cost, loss, or expense of any kind; (2) hold
harmless CUSTOMER and save it from any liability, cost, loss, or
expense of any kind; and (3) defend any suit or proceeding against
CUSTOMER arising out of or based on any claim, demand, or action
alleging that the Delivered Materials or any portion thereof as
furnished under this Agreement and used within the scope of the
license hereunder infringes any third -party rights in copyright or
issued patent or the trade secret rights of any third party in the
United States. Additionally, CISCO shall pay any costs, damages,
or awards of settlement, including court costs, arising out of any
such claim, demand, or action, provided that CUSTOMER promptly
gives written notice of claim, demand, or action to CISCO and that
CISCO may direct and fully participate in the defense to any
settlement of such claim, demand, or action.
Section 7
TERM AND TERMINATION
7.1 Term. This Agreement shall commence on the date this
Agreement is ratified and shall continue in effect until the first
day of the month following termination of support services as
specified in paragraph 5.4 hereinabove.
7.2 Termination for Cause. Either party may terminate this
Agreement at any time in the event of a material breach of the
terms hereof by the other party if such party shall fail to cure
such material breach within 30 days of receipt of written notice
thereof.
7.3 Actions Upon Termination. Upon termination of this
Agreement, CISCO's obligation to provide warranty or other services
hereunder or under this Agreement shall cease.
Section 8
MISCELLANEOUS
8.1 Force Majeure. Either party shall be excused from delays
in performing or from its failure to perform hereunder to the
extent that such delays or failures result from causes beyond the
reasonable control of such party; provided that, in order to be
excused from delay or failure to perform, such party must
diligently act to remedy the cause of such delay or failure.
8.2 No Agency. CISCO, in furnishing services to CUSTOMER, is
providing services as an independent contractor. CISCO does not
undertake by this Agreement or otherwise to perform any obligation
of CUSTOMER, whether by regulation or contract. In no way is CISCO
construed as the agent or acting as the agent of CUSTOMER in any
respect, all other provisions of this Agreement notwithstanding.
8.3 Multiple Counterparts. This Agreement may be executed in
several counterparts, all of which taken together shall constitute
one single Agreement between the parties.
8.4 Section Headings and Exhibits. The section and
subsection headings used herein are for reference and convenience
only, and shall not enter into the interpretation thereof. The
exhibits referred to herein and attached, and to be attached
hereto, are incorporated herein to the same extent as if set forth
in full herein.
8.5 Required Approvals. Where agreement, approval,
acceptance, or consent by either party is required by any provision
of this Agreement, such action shall not be unreasonably delayed or
withheld.
8.6 No Waiver. No delay or omission by either party hereto to
exercise any right or power occurring upon any noncompliance or
default by the other party with respect to any of the terms of this
Agreement shall impair any such right or power or be construed to
be a waiver thereof. A waiver by either of the parties hereto of
any of the covenants, conditions, or agreements to be performed
shall not be construed to be a waiver of any succeeding breach
thereof or of any covenant, condition, or agreement herein
contained. Unless stated otherwise, all remedies provided for in
this agreement shall be cumulative and in addition to and not in
lieu of any other remedies available to either party at law, in
equity, or otherwise.
8.7 Authority of CISCO. CISCO has the sole right and obligation
to supervise, manage, contract, direct, procure, perform, or cause
to be performed all work to be performed by CISCO hereunder unless
otherwise provided herein.
8.8 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland.
8.9 Entire Agreement. This Agreement and the exhibits annexed
hereto constitute the entire Agreement between the parties, and
there are no understandings or agreements relative hereto other
than those which are expressed herein, and no change, waiver, or
discharge thereof shall be valid unless it is in writing and is
executed by the party against whom such charge, waiver, or
discharge is sought to be enforced.
8.10 Notices. Under this Agreement, if one party is required
to give notice to the other, such notice shall be deemed given if
mailed by U.S. mail, first class, postage prepaid.
8.11 No Assignment. Neither party shall without the prior
written consent of the other party assign or transfer this
Agreement, and any attempt to do so shall be void and of no force
and effect.
In WITNESS WHEREOF, CISCO and CUSTOMER have caused this
Agreement to be signed and delivered by their duly authorized
officers, all as of the date first hereinabove written.
CISCO
By:
Title �r i •``
Date:
CUSTOMER i e t
Sy : t / /(r / .�
Title:
Date:
/M9 Yo
1-9 -9�
Exhibit A, Covered Programs
The following CISCO supplied programs are covered by this
Agreement:
CAPS, a system of COBOL computer application programs and
related documentation to be used as a records management
system,
A -CAD, a system of COBOL computer application programs and
related documentation to be used as a computer aided
dispatching system,
TIES, a system of COBOL computer application programs and
related documentation to be used as a traffic accident
information system,
CITATIONS, a system of COBOL computer application programs and
related documentation to be used as a citation tracking
system,
THE JUDGE, a system of COBOL computer application programs to
be used as a municipal court management system.
CASS, a system of COBOL computer application programs and
related documentation to be used as a crime analysis system,
ACU -COBOL Runtime Environment, a utility to be used as
the application program language interpreter,
IQ,a system of software programs and related
documentation to be used as an integrated report writer.
DATE: January 7, 1992
SUBJECT: City Council Meeting, January 9, 1992
ITEM: 10.B. Consider a resolution authorizing the Mayor to enter into a
contract for the purchase of new software for the Police
Department.
STAFF RESOURCE PERSON: Wes Wolff
STAFF RECOMMENDATION:
Request approval to enter into a Settlement Agreement between UNISYS and the
CITY for replacement of the Police Computer Software.
In January, 1991, the Police Software Company Information Communications
Corporation went out of business and sold the software to a Florida based
company. During this process, there was a period of time in which no soft-
ware support was provided or available to the police department.
These occurrences constitute a violation of our contract with UNISYS to
provide hardware, software and support services to the police department.
The Settlement we have negotiated with UNISYS IS FOR UNISYS CORPORATION to
replace our existing software with the CISCO POLICE SOFTWARE and convert all
existing records from the ICC format to the CISCO format.
SRT14.aleur AUl RELEASE AGREEMENT BETWEEN
UNISYS CCRP(RATICN AND CITY OF ROUND ROCK
This Settlement and Release Agreement is entered into by and between Unisys
Corporation ( "Unisys ") and City of Round Rock, Williamson County, Texas
( "City "), (hereinafter collectively referred to as "Parties ").
WHEREAS, City and Unisys entered into an Agreement for Police /Municipal
Court System, dated by the City June 14, 1990 (hereinafter "Agreement "),
which included the license of certain application software products and
related services to be provided by Information Communication Corporation
( "ICC "); and
WHEREAS, the Parties have a dispute as to the ICC application software and
development services provided for in the Agreement; and
WHEREAS, the Parties desire to settle all disputes between then;
NOW, THEREFORE, E, in consideration of the mutual covenants set forth below,
the Parties agree as follows:
1. In consideration of ten dollars ($10.00) and other valuable
consideration, the receipt and sufficiency of which is acknowledged,
City hereby releases and forever discharges Unisys, and its
subsidiaries and affiliates and their directors, officers, agents,
representatives, successors, assigns or sureties, including Planet
Insurance Company under bond number P1613535, of any and all
obligations set forth in the above referenced Agreement, and of any and
all claims, demands, causes of action, known or unknown, matured or
unmatured, damages, costs, expenses, fees and all other liabilities of
every kind and description, direct or indirect, fixed or contingent,
whether or not liquidated, arising out of, caused by, or otherwise
related in any manner to the equipment, software and all related
components or services provided by or through Unisys pursuant to said
Agreement.
2. Upon full execution of this Settlement and Release Agreement, Unisys
will refund to City the amount of Five Thousand Nine Hundred Dollars
($5,900.00), representing amounts paid by the City to Unisys for ICC
license fees and training in the amount of Seventy T o Thousand Five
Hundred Dollars ($72,500.00), less the cost of license fees to be paid
by Unisys for replacement application software, as set forth in Section
3 below, in the amount of Sixty Six Thousand Six Hundred Dollars
($66,600.00).
3. Upon execution of this Settlement and Release Agreement and Unisys
payment of the sums identified in section 4 below, Unisys is relieved
of all liability and responsibility for the ICC application software
and related services under the Agreement as more fully described in
other provisions of this Settlement and Release Agreement. City shall
return to Unisys the ICC application software, specified on Exhibit A
attached hereto and incorporated herein by reference and the license
for such ICC software shall termEnate, whereupon there shall be no
further obligation or liability by either party regarding the ICC
application software or related services except for obligations of
confidentiality and protection of proprietary information which shall
remain in full force and effect. City may continue to use the ICC
application software, solely at its own risk, AS IS WITH ALL FAULTS,
until replacement application software is acquired.
4. As a replacement application software package, City agrees to contract
directly with Cisco, Incorporated for the license and support of
Cisco's application software specified on Exhibit A. Unisys shall pay
to Cisco the license fees identified on Exhibit A, in the amount of
sixty six thousand six hundred dollars ($66,600.00), in fulfillment of
Unisys remaining obligations under the Agreement. Uycni making such
payment Unisys shall have no further responsibility or liability to
City or any other party for non- Unisys software or services including
but not limited to, the Cisco application software or services. The
City shall be solely responsible for the acquisition, use, support,
modification and ongoing naintenance of non - Unisys application software
including, but not limited to the Cisco application software or
services or any software or services provided by or through Cisco.
5. Upon Unisys payment of the refund set forth above and removal of the
ICC software, the Agreement shall terminate in all respect as to the
ICC application software and services. All other terms and conditions
of the Agreement related to equipment and system software, shall rain
in full force and effect. The City acknowledges that the equipment and
system software currently installed have been accepted by the City and
Unisys has fulfilled all of its obligations to date under the
Agreement, except for the ICC software and related services.
6. In entering into this Settlement and Release Agreement, the Parties
make no admission of l i abi lity of any sort.
7. Except as otherwise provided by the Texas Open Records Act and the
Texas Open Meeting Act, the Parties shall keep confidential and not
disclose, the fact of this Settlement and Release Agreement, and any of
its teems and conditions, to anyone other than the Parties, their
counsel and accountants and further agree not to voluntarily assist,
cooperate, confirm, provide documents or information, or testify in any
legal, equitable or administrative proceeding against each other with
respect to the subject matter hereof. Each party recognizes that
either may be cancelled to provide such documents or information under
subpoena. If contacted by a third party regard ng the nature of this
dispute between the parties, which is the subject hereof, the parties
shall state only that the dispute was settled to the mutual
satisfaction of the Parties and shall not comment further about any
matters in anyway related to the Agreement or this Settlement and
Release Agreement. Neither this Settlement and Release Agreement, nor
matters related hereto, shall be
deemed to be evidence of, or any admission of any liability or
wrongdoing by either party. Notwithstanding the foregoing, the County
shall cooperate with Unisys in any litigation with ICC and will permit
Unisys to disclose the terms of this Settlement and Release Agreement
in connection with any such litigation or threatened litigation.
8. The Parties acknowledge that they have had the opportunity to seek the
advice and benefit of legal counsel prior to the execution of this
Settlement and Release Agreement.
9. This Settlement and Release Agreement shall be construed in accordance
with the laws of the State of Texas. If any provision hereof is for
any reason held to be invalid or unenforceable, such provision shall
not affect any other provision hereof, but this Settlement and Release
Agreement shall be construed as if such invalid and /or unenforceable
provision had never been contained herein.
10. This Settlement and Release Aymeu.n t constitutes the entire
understanding and agreerent of the Parties with respect to the matters
discussed herein, and shall not be amended, altered, superseded or
otherwise modified except in writing signed by all the Parties.
11. This Settlement and Release Agreement shall be effective upon the date
on which the last Party executes this document.
12. The teens, provision and conditions hereof shall be binding on the
parties hereto and on their respective successors, subsidiaries and
assigns.
IN WITNESS Pte, the Parties have caused this Settlement and Release
Agreement to be duly executed.
UNISY PCRI�T i BY ��
BY: CG[CCif / �jL,. BY: �% t
NAME PRINTED: Rudy Rillera NAME PRIED
TITLE: Sector Vice President TITLE:
DATE: January 6, 1992 DATE:
ICC Applications Software.
1. ICC Records Management
2. ICC Court Management
3. ICC Pawn Shop Records
rzffBIT A
CISCO Application Software:
(Includes installation on existing Unisys equipment, license for up to 24
concurrent users, 14 days of on site training, including expenses).
Automated Police Records Management - CAPS
Includes: Adult Arrest Records
Juvenile Records
Offense /Incident
Property
Vehicles
Persons
Uniform Crime Reports
Master Name Index
Persons, Property, Vehicles
Field Contact
Suspect
Known Offenders
Warrant Tracking
Calls for Service
Fingerprints
Pawn Shop Tracking
Evidence Management
Personnel Management
Citation Management - CITATIONS
Includes: Interface to JUDGE Court System
General Ticket Data
Traffic Accident Information - TIES
Includes: General Accident Data
Occupation, Pedestrian, Witness, Owner Information
Fatality
Signs /Signals
National Safety Council Reports
Data Base Management - CASS /IQ
Includes: Data, Report Creation
SQL Ad -Hoc Query
Municipal Court Records System - JUDGE
Includes: Interface to CITATIONS System
Complaint Tracking
Bond Tracking
Cost Tracking
Attorney Information
Court History Data
Work Processing - for incident narrative