R-98-04-09-10C2 - 4/24/1998MEMO
To: David Kautz and Cindy De ers
From: Stephan L. Sheets
Subject: Software License and Services Agreement
Date: April 17, 1998
I have review the above referenced agreement and its attached schedules and addendums. It is
ready for the Mayor's signature. Please call if you have any questions.
PEON
This Agreement is made as of the Effective Date by and between People Soft USA, Inc. ( "PeopleSoft "), a California corporation having an office at
4305 Hacienda Drive, P.O. Box 9085, Pleasanton. California 94566 and City of Round Rock. Texas, having an office at 221 E. Main Street, Round
Rock, TX 78664 ("Licensee").
1. LICENSE:
1.1 PeopleSoft grants Licensee a perpetual, non- exclusive,
non - transferable license to use the licensed number of copies of
Software, solely for Licensee's internal data processing operations on
the corresponding number of Servers located at the Site(s) specified
in the Schedule(s). licensee shall use any third party software
products or modules provided by PeopleSoft solely with PeopleSoft
Software.
1.2 Licensee may:
a. use the Software temporarily on a back -up machine in
the event that the Server is inoperable;
b. make a reasonable number of copies of the Software, solely for
archive or emergency hack -up purposes and /or disaster
recovery testing purposes; and
c, modify or merge the Software with other software, with
the understanding that any modifications, however
extensive, shall not diminish PeopleSoft's title or interest
in the Software.
1.3 PeopleSoft shall provide Licensee with the licensed
number of copies of the Software and Documentation only as
specified in the applicable Schedule. Licensee may make a
reasonable number of copies of Documentation solely for Licensee's
internal use with the Software provided all copyright notices are
reproduced.
2. LICENSE EXCLUSIONS
2.1 Except as expressly authorized herein, licensee shall not:
a. Copy the Software;
b. Cause or permit reverse compilation or reverse assembly
of all or any portion of the Software;
c. Distribute, disclose, market, rent, lease or transfer to any
third party any portion of the Software (including
PeopleTools) or the Documentation, or use the Software or
Documentation in any service bureau arrangement, facility
management, or third party training;
d. Disclose the results of Software performance benchmarks
to any third party without PeopleSoft's prior written consent;
e. Transfer the Software to a different database platform without
the prior written consent of PeopleSoft (such consent shall not
be unreasonably withheld) and payment of any additional fees
that may be due;
f. Transfer the Software to a different location without providing
prior written notice to PeopleSoft;
Export the Software in violation of U.S. Department of
Commerce export administration regulations; and
h. Use PeopleTools or third party software provided by PeopleSoft,
except solely in conjunction with the licensed PeopleSoft
applications.
g.
2.2No license, right, or interest in any PeopleSoft trademark, trade
name, or service mark is granted hereunder.
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SOFTWARE LICENSE AND SERVICES AGREEMENT
TERMS AND CONDITIONS
3. FEES AND PAYMENT TERMS
3.1 Licensee shall pay PeopleSofl the fees as specified in each
applicable Schedule.
3.2 Unless Licensee provides PeopleSoft with a valid tax
exemption or direct pay certificate, Licensee is responsible for all
taxes, duties and customs fees concerning the Software and /or
services. excluding taxes based on PeopleSoft's income. Overdue
payments shall bear interest at the lesser of twelve percent (12 %) per
annum or the maximum rate allowed under applicable law.
3.3 The license fee for the Software is based upon Licensee's
representations concerning pricing metrics of operation, as set forth
in the Schedule(s). PeopleSoft reserves the right to assess additional
license fees if the pricing metrics of operation are enlarged beyond
the scope which formed the basis for the license fees.
3.4 On an annual basis PeopleSoft shall provide Licensee with
a statement listing the applicable pricing metrics for which the
Software is licensed Licensee shall provide PeopleSoft with a
signed certification of such statement either (a) confirming that the
Software is being used in conformance with the applicable License;
or (6) providing PeopleSoft with corrected figures_ If Licensee
provides PeopleSoft with corrected figures, PeopleSoft shall invoice
Licensee for the applicable fees for any increase beyond the
applicable pricing metrics licensed. Should Licensee fail to pay the
applicable fees for any increase, such failure shall he a breach of this
Agreement.
3.5 PeopleSoft reserves the right to audit Licensee's use of the
Software no more than once annually at PeopleSoft's expense. All
audits shall be conducted during regular business hours at Licensee's
site and shall not unreasonably interfere with Licensee's business
activities. PeopleSoft shall schedule any audits at least fifteen (15)
days in advance.
4. TITLE AND PROTECTION
4.1. PeopleSoft (or its third -party providers) retains title to all
portions of the Software and any copies thereof. PeopleSoft retains
title to all modifications created by Licensee as a derivative work, but
Licensee shall have a perpetual, royalty free license to use such
modifications in conjunction with the Software in accordance with
this Agreement. Licensee may share modifications with other
PeopleSoft customers only through PeopleSoft Customer
Connection, subject to PeopleSoft's right to modify and monitor
modifications distributed through PeopleSoft Customer Connection.
Except as stated above, Licensee shall have no rights to market or
distribute modifications. PeopleSoft shall have no obligation to
support Licensee created modifications or third party modifications,
Licensee is not obligated to disclose modifications to PeopleSoft.
4.2 Title to the physical media for the Software vests in
Licensee upon delivery. PeopleSoft represents that the Software
contains valuable proprietary information. Licensee shall not
disclose the Software to anyone other than those of its employees or
consultants under nondisclosure obligation who have a need to
access the Software for purposes consistent with this Agreement.
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This section shall not prohibit Licensee from giving third parties
access to the Software through the Internet or other means, such as a
kiosk, if such access: (i) does not include installation of any part of
the Software upon the third party's computer; (ii) does not give the
third party any ability to copy the Software; and (iii) does not give
the third party any access W the Software's source code. Each full or
partial copy of the Software made by Licensee shall have all
copyright and proprietary information notices as affixed to the
original.
4.3 The Software was developed at private expense, is
commercial, and is published and copyrighted. If Licensee is an
agency of the United States Government or licensing the Software
for operation on behalf of the United States Government, the
Software is transferred to Licensee with rights no greater than those
set forth at Federal Acquisition Regulation 52227 -19(c) [or DEAR
252.227- 7013(c)(l) if the transfer is to 0 defense - related agency) or
subsequent citation.
5. PATENT AND COPYRIGHT INDEMNITY
PeopleSoft shall indemnify and defend Licensee against any claims
that the Software infringes any United States or Canadian patent or
copyright: provided that PeopleSoft is given prompt notice of such
claim and is given information, reasonable assistance, and sole
authority to defend or settle the claim. In the defense or settlement of
the claim, PeopleSoft shall, in its reasonable judgment and at its
option and expense: (1) obtain for Licensee the right to continue
using the Software; (ii) replace or modify the Software so that it
becomes noltinfringing while giving equivalent performance: or (iii)
if PeopleSoft cannot obtain the remedies in (i) or (ii) as its sole
obligation, terminate the license for the infringing Software and upon
receipt of the infringing Software. return only the license fees paid
by Licensee for such Software, prorated over a live year term from
the applicable Schedule Effective Date. PeopleSoft shall have no
liability to indemnify or defend Licensee to the extent the alleged
infringement is based on: (i) a modification of the Software by
anyone other than People Soft, or (ii) use of the Software other than
in accordance with the Documentation.
6. DEFAULT AND TERMINATION
6.1 An event of default is: (i) a failure by either party to
comply with any material obligation under this Agreement; and (ii)
such non - compliance remains uncured for more than thirty (30) days
after receipt of written notice thereof.
6.2 If an event of default occurs, the nondefaulting party, in
addition to any other rights available to it under law or equity, may
terminate this Agreement and all licenses granted hereunder by
written notice to the defaulting party. Except as otherwise
specifically stated herein, remedies shall be cumulative and there
shall be no obligation to exercise a particular remedy.
6.3 Within fifteen (15) days after termination of this
Agreement, Licensee shall certify in writing to PeopleSoft that all
copies of the Software in any form, including partial copies within
modified versions, have been destroyed or returned to PeopleSoft.
7. LIMITED WARRANTY
7.1 PeopleSoft warrants that it has title to the Software and /or
the authority to grant licenses to use the third party software.
PeopleSoft warrants that the Software will perform substantially in
accordance with the Documentation for a period of one (1) year from
the date of initial installation and that the Software media is free from
material defects. PeopleSoft does not warrant that the Software is
SLA96I
error -free. PeopleSoffs sole obligation is limited to repair or
replacement of the defective Software In a timely manner, provided
Licensee notifies PeopleSoft of the deficiency within the one -year
period and provided Licensee has installed all Software updates
provided pursuant to PeopleSoft's Software Support Services_
PEOPLESOFT DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NO'1 LIMITED TO
THE WARRANTIES OF MERCHANTABI I'Y AND FITNESS
FOR A I'ARTECUI . AR PURPOSE.
8. LIMITATION OF LIABILITY
EXCEPT FOR VIOLATIONS OF PEOPLESOFT'S
INTELLECTUAL OR PROPRIETARY RIGHTS, NEITHER
PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING
BUT NOT LIMITED TO LOST DATA OR LOST PROFITS,
HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISEE) Of
THE POSSIBIL1I'Y OF SUCH DAMAGES. EXCLUDING
DAMAGES INCURRED UNDER THE ARTICLE ENTITLED
"PATENT AND COPYRIGHT INDEMNITY" AND EXCEPT FOR
CLAIMS FOR BODILY INJURY OR TANGIBLE PROPERTY
DAMAGE TO THE F:X"I'ENT CAUSED BY PEOPLESOFT,
PEOPLESOFT'S LIABILITY FOR DAMAGES UNDER THIS
AGREEMENT SIIAI,1, IN NO EVENT EXCEED THE AMOUNT
PAID BY LICENSEE TO PEOPLESOFT FOR THE SOFTWARE
OR THE SERVICES AS 10 WIIICH THE CLAIM AROSE. THE
PARTIES AGREE TO TIES ALLOCATION OF LIABILITY RISK
SET FORTH IN THIS SECTION.
9. SOFTWARE SUPPORT SERVICES TERMS AND CONDITIONS
For a period of one year, commencing on the Schedule Effective
Date, PeopleSoft shall provide Licensee with one (1) year of
Software support services as described in PeopleSoft's standard
Software Support Services Terms and Conditions. After the first
year, Licensee may elect to acquire Software Support Services
pursuant to the then current terms and conditions by paying
PeopleSoft the fees stated in the applicable Schedule.
10. ON - SITE SUPPORT DAYS
PeopleSoft shall provide Licensee with a PeopleSoft consultant for
support for the Software at the Site only as set forth in the Schedule.
For a period of six (6) months from the Schedule Effective Date,
support days not used during the installation phase may be used for
other implementation support pursuant to PeopleSoft's then - current
consulting rates. Licensee shall reimburse PeopleSoft for all
reasonable travel and living expenses associated with any installation
and support.
11. TRAINING
PeopleSoft shall provide Licensee with the number of training units
set forth in the Schedule for use at a PeopleSoft Training Facility.
Licensee may use training units for training at Licensee's site only as
the parties mutually agree in writing. Licensee must use these
training units within one (1) year from the Schedule Effective Date.
12. NOTICES
All notices shall be M writing and sent by registered mail, overnight
mail, courier, or transmitted by facsimile (if confirmed by such
mailing), to the addresses indicated on the first page of this
Agreement, or such other address as either party may indicate by at
least ten (10) days prior written notice to the other party. Notices to
page2 of 4
PEON
PeopleSoft shall be sent to the attention of PeopleSoft Legal with a
copy to Licensee's assigned account manager.
13. ASSIGNMENT
Licensee may not assign this Agreement (by operation of law or
otherwise) or sublicense the Software without the prior written
consent of PeopleSoft. and any prohibited assignment or sublicense
shall be null and void.
14. NONDISCLOSURE OBLIGATION
14.1 The terms, conditions, pricing and any other information
clearly marked "confidential" under this Agreement arc confidential
and shall not bc disclosed, orally or in writing by Licensee to any
third party without the prior written consent of PeopleSoft. If
Licensee is a governmentat entity subject to disclosure obligations
under the United States Freedom of Information act or similar statute
or regulation. Licensee agrees that the terms, conditions, and pricing
under this Agreement will be disclosed only pursuant to requests
made in accordance with the relevant statute or regulation, and that
any other information clearly marked "confidential" under this
Agreement shalt be treated as information identified by PeopleSoft 00
confidential, trade secret, commercially sensitive information, and
will not he disclosed without affording PeopleSoft a full opportunity
to establish that such information is exempt from the disclosure
obligation.
14.2 Licensee shall protect the Software with at least the same
degree of cart and confidentiality, but not less than a reasonable
standard of care. which Licensee utilizes for Licensee information
that it does not wish disctosed to the public. Licensee may provide
access to and use of the Software only to those third parties that: (i)
provide services to Licensee concerning Licensee's use of the
Software; (ii) have a need to use and access the Software; and (iii)
have agreed to substantially similar non - disclosure obligations
Unposed by Licensee as those contained herein. This Agreement
imposes no obligation upon Licensee with respect to PcoptcSoft's
confidential information which Licensee can establish by legally
sufficient evidence: (a) was in the possession of, or was rightfully known
by Licensee without an obligation to maintain its confidentiality prior to
receipt from PeopleSoft (b) is or becomes generally known to the public
without violation of this Agreement; (c) is obtained by Licensee in good
faith from a third party having the right to disclose it without an obligation
on confidentiality; or (d) is independently developed by Licensee without
the participation of individuals who have had access to PeopleSoft's
confidential information. Licensee may disclose confidential information
if so required by law, provided that Licensee notifies PeopleSoft of such
requirement prior to disclosure, and provided further that PeopleSoft may
(i) require Licensee to request the appropriate court or governmental body
to seal the record that shall contain such confidential information; and/or
(ii) assume responsibility for responding to and defending such requests
for disclosure of the confidential information.
15. GENERAL
This Agreement is made in and shall be governed by the laws of the
State of California, excluding choice of law principles. Venue shall
be in San Francisco, California. The section headings herein are
provided for convenience only and have no substantive effect on the
construction of this Agreement. No purchase order or other ordering
document that purports to modify or supplement the printed text of
this Agreement or any Schedule shall add to or vary the terms of this
Agreement. All such proposed variations or additions (whether
submitted by PeopleSoft or Licensee) are objected to and deemed
SLA961
material unless agreed to in writing. Except for Licensee's
obligation to pay PeopleSoft, neither party shall be liable for any
failure to perform due to causes beyond its reasonable control. If any
provision of this Agreement is held to bc unenforceable, this
Agreement shall be construed without such provision. The failure by
a party to exercise any right hereunder shall not operate as a waiver
of such party's right to exercise such right or any other right in the
future. Except for actions for non - payment or breach of PeopleSoft's
proprietary rights in the Software. no action, regardless of form.
arising out of this Agreement may be brought by either party more
than one year after the cause of action has accrued. this Agreement
may be amended only by a written document executed by a duly
authorized representative of each of the parties, This Agreement may
be executed in counterparts. To expedite order processing,
Transmitted Copies are considered documents equivalent to original
documents, however Licensee agrees to provide PeopleSoft with one
fully executed original Agreement and applicable Schedulc(s).
This Agreement and the Schedule(s) ( "Agreement") constitute the
entire agreement between the parties concerning Licensee's
acquisition and use of the Software. This Agreement replaces and
supersedes any prior verbal or written understandings,
communications, and representations between the parties. This
Agreement may he executed in counterparts. which taken together
shall be considered original.
16. DEFINITIONS
"Documentation" means only technical publications relating to the
use of the Software, such as reference, user, installation, systems
administrator and technical guides, delivered by PeopleSoft to
Licensee.
"PeopleTools" means the underlying architecture from which the
Software is designed, and includes software application
programming tools and code.
"Schedule(s)" means the independent Software product schedule(s)
executed by the parties and Support Services schedule(s) referencing
this Agreement Each Schedule is a separate and independent
contractual obligation from any other Schedule. Agreement
Effective Date and Schedule Effective Date(s) may differ.
"Server" means a single database or file server that may be accessed
by a network of personal computers as set forth in the applicable
Schedule.
"Site" means a specific, physical location of Licensee's Server as set
forth in the applicable Schedule.
"Software" means all or any portion of the then commercially
available U.S. or Canadian version of the binary computer software
programs and enhancements thereto, (including corresponding source
code) and Documentation delivered by PeopleSoft to Licensee (or
subsequently made by Licensee with PeopleSoft's prior written
consent), as listed in the applicable Schedule. Software includes the
third -party software only as specified in the Schedule. Software does
not include source code to PeopleTools. Unless specifically stated
otherwise, all Software is delivered to Licensee only if and when
generally commercially available.
page 3 of 4
PF_OP! f
"Transmitted Copies" means this Agreement, Schedules and other
ordering documents that are (i) copied or reproduced and transmitted
via photocopy, facsimile or process that accurately transmits the
original documents; and (ii) accepted by PeopleSoft.
The Effective Date is 1- »/2_ /L J44 . 1998
CITY OII ROUND ROCK PEOI'LESOET USA, INC.
an t,
(Authorized Sign tur
CiMecgs CuLPEp, e
(Name /'l'itle) 41/%/Q
ATTEST:
(Signature)
(Name/ Title) k5 sr airy Se Erii-(/ry
(Authorized Si_ atu'
Paul Salsgiver, Jr.
General Manager
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im6at Dace
SLA96I page 4 of 4
PFOPf`
Addendum No. 1 to Software License and Services Agreement
This Addendum No 1 is made as of l il. ,44{ , 1998, to the Software License and Services
Agreement by and between PeopleSoft USA, Inc. ( "PeopleSoft") and the City of Round Rock,
Texas ("Licensee").
Wherefore, in consideration of the mutual promises contained herein, the Software License and
Services Agreement (`Agreement ") by and between PeopleSoft and Licensee made as of
!}pRRIL , 1998 is modified as follows:
1. Section 2.1 d of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
d. Disclose the results of Software performance benchmarks to any third
party without PeopleSoft's prior written consent, except as permitted pursuant to
Section 14;
2. Section 3.2 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
3.2 Licensee will be responsible for any use and sales taxes applicable to
governmental entities. Overdue payments shall bear interest at the lesser of twelve
percent (12 %) per annum or the maximum rate allowed under applicable law.
This subpart shall also apply to any payments for software support services.
3. Section 4.2 of the Software License and Sery ices Agreement is deleted in its
entirety and replaced as follows:
4.2 Title to the physical media for the Software vests in Licensee upon
delivery. PeopleSoft represents that the Software contains valuable proprietary
information. Except as permitted pursuant to Section 14, Licensee shall not
disclose the Software to anyone other than those of its employees or consultants
under nondisclosure obligation who have a need to access the Software for
purposes consistent with this Agreement. This section shall not prohibit Licensee
from giving third parties access to the Software through the Internet or other
means, such as a kiosk, if such access: (i) does not include installation of any part
of the Software upon the third party's computer; (ii) does not give the third party
any ability to copy the Software; and (iii) does not give the third party any access
to the Software's source code. Each full or partial copy of the Software made by
Licensee shall have all copyright and proprietary information notices as affixed to
the original.
4. Section 5 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
PFOP.Tm
5. PATENT AND COPYRIGHT INDEMNITY
PeopleSoft shall indemnify and defend Licensee against any claims that the
Software infringes any United States or Canadian patent or copyright; provided
that PeopleSoft is given prompt notice of such claim and is given information,
reasonable assistance, and sole authority to defend or settle the claim. In the
defense or settlement of the claim, PeopleSoft shall, in its reasonable judgment
and at its option and expense: (i) obtain for Licensee the right to continue using
the Software; or (ii) replace or modify the Software so that it becomes
noninfringing while giving equivalent performance. PeopleSoft shall have no
liability to indemnify or defend Licensee to the extent the alleged infringement is
based on: (i) a modification of the Software by anyone other than PeopleSoft, or
(ii) use of the Software other than in accordance with the Documentation. In the
event of litigation Licensee shall have the right to have such litigation monitored
by its counsel, at Licensee's expense. Licensee's right to monitor does not
include any right to participate in scheduling or to object to the date or place that a
given litigation - related activity will take place..
5. Section 6.3 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
6.3 Within thirty (30) days after termination of this Agreement, Licensee
shall certify in writing to PeopleSoft that all copies of the Software in any form,
including partial copies within modified versions, have been destroyed or returned
to PeopleSoft.
6. Section 8 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
8. LIMITATION OF LIABILITY
EXCEPT FOR VIOLATIONS OF PEOPLESOFT'S INTELLECTUAL OR
PROPRIETARY RIGHTS, NEITHER PARTY WILL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS,
HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. PEOPLESOFT'S LIABILITY FOR
DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED
THE AMOUNT PAID BY LICENSEE TO PEOPLESOFT FOR THE
SOFTWARE OR THE SERVICES AS TO WHICH THE CLAIM AROSE,
EXCEPT FOR: (I) DAMAGES INCURRED UNDER THE ARTICLE
ENTITLED "PATENT AND COPYRIGHT INDEMNITY; "AND (II) CLAIMS
FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGE TO THE
EXTENT CAUSED BY PEOPLESOFT. THE PARTIES AGREE TO THE
ALLOCATION OF LIABILITY RISK SET FORTH IN THIS SECTION.
2
PEOPIE
7. Section 13 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
13. ASSIGNMENT
Neither party shall assign this Agreement without the prior written consent of
other. Provided, however, PeopleSoft may assign this Agreement without
Licensee's consent in the event of an internal corporate reorganization where the
assignee is adequately capitalized by generally accepted accounting standards or
in the event of a merger or acquisition of a majority of PeopleSoft shares. No
subsequent transfer of this Agreement by PeopleSofl shall have any effect upon
Licensee's right to use the Software in accordance with this Agreement, and any
assignee shall be bound by the terms of this Agreement as if it had executed the
Agreement.
8. Section 14. 1 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
14.1 The terms, conditions, pricing and any other information clearly marked
"confidential" under this Agreement are confidential and shall not be disclosed,
orally or in writing by Licensee to any third party without the prior written
consent of PeopleSoft. Licensee is a governmental entity subject to disclosure
obligations under the Texas Public Information Act or successor statute or
regulation, Licensee agrees that the terms, conditions, and pricing under this
Agreement will be disclosed only pursuant to requests made in accordance with
the relevant statute or regulation, and that any other information clearly marked
"confidential" under this Agreement shall be treated as information identified by
PeopleSoft as confidential, trade secret, commercially sensitive information, and
will not be disclosed without affording PeopleSoft a full opportunity as permitted
by the relevant law or regulation to establish that such information is exempt from
the disclosure obligation.
9. Section 15 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
15. GENERAL
This Agreement and the Addenda are made in and shall be governed by the laws
of the State of Texas, excluding choice of law principles. Venue shall be in
Williamson County, Texas, with Federal venue in the nearest federal court to the
City of Round Rock. The section headings herein are provided for convenience
only and have no substantive effect on the construction of this Agreement. No
purchase order or other ordering document that purports to modify or supplement
the printed text of this Agreement or any Schedule shall add to or vary the terms
of this Agreement. All such proposed variations or additions (whether submitted
by PeopleSoft or Licensee) are objected to and deemed material unless agreed to
in writing. Except for Licensee's obligation to pay PeopleSoft, neither party shall
3
PHOPKE
be liable for any failure to perform due to causes beyond its reasonable control. If
any provision of this Agreement is held to be unenforceable, this Agreement shall
be construed without such provision. The failure by a party to exercise any right
hereunder shall not operate as a waiver of such party's right to exercise such right
or any other right in the future. This Agreement may be amended only by a
written document executed by a duly authorized representative of each of the
parties. This Agreement may be executed in counterparts. To expedite order
processing, Transmitted Copies are considered documents equivalent to original
documents, however Licensee agrees to provide PeopleSoft with one fully
executed original Agreement and applicable Schedule(s).
This Agreement, the Addenda and the Schedule(s) ("Agreement") constitute the
entire agreement between the parties concerning Licensee's acquisition and use of
the Software. This Agreement replaces and supersedes any prior verbal or written
understandings, communications, and representations between the parties. This
Agreement may be executed in counterparts, which taken together shall be
considered original.
10. A new Section 17 is added to the Software License and Services Agreement as
follows:
17. FISCAL FUNDING
Licensee's ability to commit funds for payment in future fiscal years is subject to
allocation of funds by the governing body of the City of Round Rock. Licensee's
fiscal year ends September 30. Licensee agrees that it will not execute a Schedule
unless the funds to pay for the license on that Schedule are appropriated and
encumbered for payment of the software license fee, regardless of timing of
payment. At Licensee's request, the parties will work together to align Licensee's
Software Support Services year with its fiscal year, so that Licensee will not have
a Software Support Services term which falls into more than one fiscal year.
Licensee may terminate Software Support Services due to non- allocation of
funding. If the Software Support Services term falls into more than one fiscal
year, and if Licensee must terminate Software Support Services due to non-
allocation of funding during a term other than the initial included year, Licensee
will be entitled to a partial refund of the prepaid Software Support Services fee or
a partial abatement if fees have not been prepaid. Because Software Support
Services are not delivered in equal increments and delivery of new releases is a
significant part of the value of Software Support Services, Licensee will receive a
refund or abatement in accordance with the following:
i. If Licensee has not received a new Enterprise Release or Feature Release
during the Software Support Services term, the refund will be a pro -rata refund or
abatement based upon the proportionate period of Software Support Services
remaining after the date of termination.
4
PH UFR
ii. If Licensee has received a new Enterprise Release (Includes significant
new functionality, designated by a single numeral to the left of the decimal point,
as in HRMS 5) during the Software Support Services term, the refund or
abatement will be pro -rata in accordance with the proportionate period of
Software Support Services remaining after the date of termination, but based upon
sixty percent of the annual Software Support Services fee,
iii. If Licensee has not received a new Enterprise Release, but has received a
new Feature Release (Includes new features or functions, designated by a single
numeral to the right of the decimal point, as in HRMS 5.1) during the Software
Support Services term, the refund or abatement will be pro -rata in accordance
with the proportionate period of Software Support Services remaining after the
date of termination, but based upon ninety percent of the annual Software Support
Services fee.
11. Year 2000: As part of the warranty of substantial conformity to Documentation
contained in the Software License and Services Agreement, PeopleSoft warrants that the
Software is Year 2000 compliant and will correctly address and operate accurately: (1)
the change of the century in a standard compliant manner, including both the Year 2000
and beyond; (2) the existence and absence of leap years; and (3) date related operations.
Compliance means that the Software operates and correctly processes in a manner that:
(i) calculations using dates execute utilizing a four digit year; (ii) the Software
functionality, including but not limited to, entry, inquiry, maintenance and update
(whether on -line, batch or otherwise)supports four digit year processing; (iii) successful
transition to the Year 2000 using the correct system date occurs without human
intervention; (iv) after the transition to the Year 2000, processing with a four digit year
shall occur without human intervention; (v) all leap years shall be calculated correctly;
and (vi) correct results shall be produced in forward and backward date calculation
spanning century boundaries (there are no years stored as two digits). As this warranty is
part of the warranty of substantial conformity to Documentation contained in the
Software License and Services Agreement, the same conditions apply to it.
12. All payment of taxes, whether in the Software License and Services Agreement,
Addendum, Schedule, or Software Support Services Terms and Conditions, will be
governed by Section 3.2 of the Software License and Services Agreement, as amended by
this Addendum.
Except as set forth above, the Software License and Services Agreement is unchanged.
ACCEPTED BY:
Authorized Signature
D ROCK
5
ACCEPTED BY:
PEO�FT S , INC.
Authorized g e
PEOPLE
(. etr. (?t /1- P6PPPf2
Printed Name and Title I))J y6 /e
Sienat re and Printed Name
C,Hf A57 A/C /1/19J ! Z,
6
Printed Name aitle
Paul H. Sal gi er, Jr.
General Manager
Vice President
Gcvainmerit i Education
Addendum 2 to the
Software License And Services Agreement
Between
the City of Round Rock and PeopleSoft USA, Inc.
THIS Addendum to the Software License And Services Agreement ("Addendum ") is made and entered into on April 2 -LI
1998 ( "Addendum Effective Date ") by and between PeopleSoft USA, Inc. ( "PeopleSoft ") and the City of Round Rock
( "Licensee ").
WITNESSETH:
THAT, for and in consideration of the mutual promises herein contained, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties to this Addendum, intending to be legally bound, hereby agree that the
Software License And Services Agreement between the parties, dated April , 1998 ("Agreement ") is addended to
provide as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the same meaning
as those used in the Agreement.
"Enhanced Oracle Runtime Program" means the Oracle database binary software, updates and a softcopy of documentation
for use on Licensee's designated hardware.
2. Use of Enhanced Oracle Runtime Program. PeopleSoft grants Licensee a perpetual, non - exclusive license to use the
Enhanced Oracle Runtime Program: (i) solely with the PeopleSoft Software; (ii) to create new tables or alter tables only to the
extent necessary to implement Software functions; and (iii) for Licensee's internal use in the United States or Canada on a
single designated server with one (1) CPU(s) limited to forty (40) Concurrent Oracle Runtime Program Users; and (iv) for
customizing the database scheme within the scope of the Enhanced Oracle Runtime Program data repository.
Licensee shall not:
a) use the Software to modify Oracle SQL *Forms or generate new Oracle SQL *Forms;
b) use the Enhanced Oracle Runtime Program for general database management purposes;
c) cxport or transfer the Enhanced Oracle Runtime Program outside of the United States or Canada;
d) use the Enhanced Oracle Runtime Program in any nuclear, aviation, mass transit or medical application or in
any inherently dangerous application environment; and
e) use the Enhanced Oracle Runtime Program "create" or "alter" commands or other commands to create tables
or alter tables outside the scope of operation of the Software.
3. Enhanced Oracle Runtime Program License Fees. Licensee agrees to pay one hundred percent (100 %) of the Total
Fees listed below for the license of the Enhanced Oracle Runtime Program upon receipt of the PeopleSoft invoice. The
Technical Support fee for the initial year following the Addendum Effective Date, as set forth below, shall be paid to
PeopleSoft. Technical Support fees for subsequent years shall be determined and assessed by Oracle. All fees are payable in
U.S. dollars and shall be sent to the attention of PeopleSoft's Accounts Receivable Department.
Rev 1.98 Page 1 of 2
NITAN
:RR 1 ROG
Oracle 7 Server, SQL *Net (for all clients), a copy of restricted use SQL *Plus for installing the Oracle
Server only, Networking Kit, Distributed Option, Advanced Replication Option, Parallel Query Option
(including bitmap indexes and parallel bitmap -star query), MPI, Advanced Backup and Recovery,
Advanced Queuing and Connection Manager, 64 -bit Option, OCI, ODBC Driver, Web Agent, Objects
for OLE, Bitmap Indexing, Enterprise Manager and Enterprise Backup Utility LICENSE FEE
FIRST YEAR TECHNICAL SUPPORT FEE'
TOTAL FEES
US$20,000
US$14,640
US$34.640
Hardware /Model #:
Operating System: NT
4. Installation and Technical Support Service. Installation of the Enhanced Oracle Runtime Program for one server
shall be furnished by PeopleSoft at no additional fee. Technical Support (Silver Support Maintenance) of the Enhanced Oracle
Runtime Program shall be provided directly by Oracle Corporation. PeopleSoft shall have no obligation to provide technical
support or maintenance for the Enhanced Oracle Runtime Program. Licensee shall be required to sign a standard Oracle
Technical Support Services Agreement ( "TSSA ") in order to receive Technical Support Service from Oracle.
5. General. In the event of any conflicts or inconsistencies between the provisions of this Addendum and the Agreement
and/or any addenda thereto, the provisions of this Addendum shall prevail. The remainder of the Agreement shall remain in
full force and effect, unamended.
Rev 1.98
IT
�fjl BY.. -G�lG
Authorized Sigma tlite
UND ROCK
Cim&Es CucPgff'E , ma yob
Printed Name and Title
i u ��yy Approved As Io
t :egat Term i f -
Nut a te
1 Oracle requires PeopleSoft to collect the initial year Technical Support Fee, and PeopleSoft passes such fee on to Oracle.
Page 2 of 2
TECHNICAL SUPPORT SERVICES AGREEMENT
This Technical Support Services Agreement (the "Agreement') is between Oracle Corporation with its principal place of business
at 500 Oracle Parkway, Redwood City, California 94065 ( "Oracle") and City of Round Rock, Texas (legal name) with its principal
place of business at 221 E. Main Street, Round Rock, Texas 78664 ( "Customer"), The terms of this Agreement shall apply to the
Technical Support services provided by Oracle for each Supported Program License under this Agreement.
I. DEFINITIONS
1.1. "Program" shall mean: the software in object code
form owned or distributed by Oracle for which
Customer has been granted a license pursuant to a
license agreement between Customer and Oracle, or
an agreement between Customer and an authorized
Oracle reseller ( "License Agreement "); and the media,
Documentation and Updates therefor.
1.2. "Documentation" means the user guides and manuals
for installation and use of the Program software.
Documentation is provided in CD -ROM or bound form,
whichever is generally available.
1.3. "Update(s)" shall mean subsequent releases of the
Programs which Oracle generally makes available for
Program licenses at no additional license fee, other
than media and handling charges, provided Customer
has ordered Technical Support for such licenses for the
relevant time period, Update shall not include any
releases, options or future products which Oracle
licenses separately.
1.4. "Order Form" means the document in hard copy or
electronic format by which Customer Technical Support
services, and which is agreed to by the parties. The
Order Forms shall identify the License Agreement
under which Customer received the applicable Program
licenses and shall reference this Agreement by its
Effective Date.
1.5. "Designated System" shall mean the computer
hardware and operating system designated on the
relevant Order Form.
1.6. "Technical Support" shall mean the Program support
services provided under Oracle's policies in effect on
the date Technical Support is ordered.
II. TECHNICAL SUPPORT SERVICES
2.1. Ordering Technical Support Services
Technical Support services ordered by Customer under
this Agreement will be provided under Oracle's
Technical Support policies in effect on the date
Technical Support is ordered.
2.2. Rights Granted
A. Oracle grants to Customer a nonexclusive license to
use the Updates Customer obtains under this
Agreement, as provided under the License Agreement
and as follows: (i) to use the Updates solely for
Customer's operations on the Designated System or on
a backup system if the Designated System is
inoperative, consistent with the use limitations specified
or referenced in the License Agreement, this
Agreement, an Order Form, or the Documentation.
Customer may not relicense, rent or lease the Updates
or use the Updates for third -party training, commercial
time - sharing, rental or service bureau use; (ii) to use
the Documentation provided with the Updates in
support of Customer's authorized use of the Programs;
(iii) to copy the Updates for archival or backup
Technical Support Services Agreement 1
purposes; no other copies shall be made without
Oracle's prior written consent. All titles, trademarks,
copyright and restricted rights notices shall be
reproduced in such copies, and (iv) to allow third
parties to use the Updates for Customer's operations
so long as Customer ensures that use of the Updates is
in accordance with the terms of this Agreement.
Customer shall not copy or use the Updates (including
the Documentation) except as specified in this
Agreement or an Order Form. Customer shall have no
right to use any other software program that may be
delivered with Updates.
B. Customer agrees not to cause or permit the reverse
engineering, disassembly or decompilation of the
Programs and Updates, except to the extent required to
obtain interoperability with other independently created
software or as specified by law.
C. Oracle shall retain all title, copyright and other
proprietary rights in the Updates and all modifications,
enhancements, and other works derivative of the
Programs and Updates. Customer does not acquire
any rights, express, or implied, in the Updates, other
than those specified in the Agreement.
2.3. Transfer and Assignment
A. Customer may transfer a Program license or
Update within its organization upon notice to Oracle;
transfers are subject to the terms and fees specified in
Oracle's transfer policy in effect at the time of the
transfer_
B. Customer may not assign this Agreement or
transfer a Program license to a legal entity separate
from Customer without the prior written consent of
Oracle. Oracle shall not unreasonably withhold or
delay such consent.
2.4. Verification
On Oracle's written request, not more frequently than
annually, Customer shall furnish Oracle with a signed
certification verifying that the Updates are being used
pursuant to the provisions of the applicable License
Agreement, and this Agreement, and applicable Order
Forms. Oracle may audit Customer's use of the
Updates. Any such audit shall be conducted during
regular business hours at Customer's facilities and
shall not unreasonably interfere with Customer's
business activities. If an audit reveals that Customer
has underpaid fees to Oracle, Customer shall be
invoiced for such underpaid fees. Audits shall be
conducted no more than once annually.
III. TERM AND TERMINATION
3.1. Term
Technical Support services shall be provided to
Customer for the period specified in the applicable
Order Form. This Agreement shall remain in effect
unless terminated as provided below.
3.2. Termination
Oracle Corporation
Customer may terminate Technical Support services at
any time. Oracle may terminate this Agreement or
Technical Support upon written notice if Customer
breaches this Agreement or the License Agreement and
fails to correct the breach within 30 days following
written notice specifying the breach.
3.3. Effect of Termination
Termination of this Agreement or any license shall not
limit either party from pursuing any other remedies
available to it, including injunctive relief, nor shall such
termination relieve Customer's obligation to pay all fees
that have accrued or that Customer has agreed to pay
under any Order Form. The parties' rights and
obligations under Sections 2.2.B, 2.2.C, 2.3.B, 2.4 and
Articles III, IV, V and VI shall survive termination of this
Agreement.
IV. INDEMNITY, WARRANTIES, REMEDIES
4.1. Infringement Indemnity
Oracle will defend and indemnify Customer against a
claim that Updates infringe a copyright or patent,
provided that: (a) Customer notifies Oracle in writing
within 30 days of the claim; (b) Oracle has sole control
of the defense and all related settlement negotiations;
and (c) Customer provides Oracle with the assistance,
information and authority necessary to perform
Oracle's obligations under this Section. Oracle will
reimburse Customer's reasonable out -of- pocket
expenses incurred by Customer in providing such
assistance will be reimbursed by Oracle. Oracle shall
have no liability for any claim of infringement based on
use of a superseded or altered release of the Programs
or Updates if the infringement would have been avoided
by the use of a current unaltered Update release which
Oracle provides to Customer.
In the event the Updates are held or are believed by
Oracle to infringe, Oracle shall have the option, at its
expense, to (a) modify the Updates to be noninfringing;
or (b) obtain for Customer a license to continue using
the Updates. If it is not commercially reasonable to
perform either of the above options, then Oracle may
terminate the license for the infringing Updates and
refund the Technical Support fees paid for those
Updates during the applicable support year in which
Customer received the infringing Updates. This
Section 4.1 states Oracle's entire liability and
Customer's exclusive remedy for infringement.
4.2. Warranties and Disclaimers
A. Updates Warranty
Oracle warrants that during the applicable Technical
Support Term the Updates, unless modified by
Customer, will perform the functions described in the
Update Documentation
B. Media Warranty
Oracle warrants the tapes, diskettes or other media will
be free of defects in materials and workmanship under
normal use for 90 days from delivery.
C. Services Warranty
Oracle warrants that its Technical Support services will
be performed consistent with generally accepted
industry standards. This warranty shall be valid for 90
days from performance of Technical Support services.
D. Limitations on Warranties
Technical Support Services Agreement
THE WARRANTIES ABOVE ARE EXCLUSIVE AND
IN LIEU OF ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Oracle does not warrant that the Updates will
operate in combinations other than as specified in
the Documentation or that the operation of the
Updates will be uninterrupted or error -free.
4.3. Exclusive Remedies
For any breach of the warranties contained in Section
4.2 above, Customer's exclusive remedy, and Oracle's
entire liability, shall be:
A. For Updates
The correction of errors that cause the breach of
warranty, or if Oracle is unable to make the Update
operate as warranted, Customer shall be entitled to
recover the Technical Support Services fees paid to
Oracle for the applicable Update during the current
support year
B. For Media
The replacement of defective media returned within 90
days of delivery.
C. For Services
The reperformance of the services, or if Oracle is
unable to perform the services as warranted, Customer
shall be entitled to recover the fees paid to Oracle for
the unsatisfactory services.
V. Payment
5.1. Invoicing and Payment
All fees shall be due and payable 30 days from the
invoice date. Any amounts payable by Customer
hereunder which remain unpaid after the due date shall
be subject to late charge equal to 1.5% per month from
the due date until such amount is paid. Customer
agrees to pay applicable media and shipping charges.
Customer shall issue a purchase order, or alternative
document acceptable to Oracle, on or before the
Effective Date of the applicable Order Form.
5.2. Taxes
The Technical Support services fees listed in the Price
List do not include taxes; if Oracle is required to pay
sales, use, property, value -added or other taxes based
on the licenses or services granted under this
Agreement or on Customer's use of Updates or
services, then such taxes shall be billed to and paid by
Customer. This Section shall not apply to taxes based
on Oracle's income.
VI. GENERAL TERMS
6.1. Nondisclosure
By virtue of this Agreement, the parties may have
access to information that is confidential to one another
( "Confidential Information "). Confidential Information
shall be limited to the Updates, the terms and pricing
under this Agreement, and all information clearly
identified as confidential. A party's Confidential
Information shall not include information that: (a) is or
becomes a part of the public domain through no act or
omission of the other party; (b) was in the other party's
lawful possession prior to the disclosure and had not
been obtained by the other party either directly or
indirectly from the disclosing party; (c) is lawfully
2 Oracle Corporation
disclosed to the other party by a third party without
restriction on disclosure; or (d) is independently
developed by the other party. Customer shall not
disclose the results of any benchmark tests of the
Programs to any third party without Oracle's prior
written approval. The parties agree to hold each other's
Confidential Information in confidence during the term
of this Agreement and for a period of two years after
termination of this Agreement. The parties agree, that
unless required by law, not to make each other's
Confidential Information available in any form to any
third party for any purpose other than the
implementation of this Agreement. Each party agrees
to take all reasonable steps to ensure that Confidential
Information is not disclosed or distributed by its
employees or agents in violation of the terms of this
Agreement.
6.2. Governing Law
This Agreement, and all matters arising out of or
relating to this Agreement, shall be governed by the
laws of the State of California.
6.3. Jurisdiction
Any legal action or proceeding relating to this
Agreement shall be instituted in any state or federal
court in San Francisco or San Mateo County,
California. Oracle and Customer agree to submit to the
jurisdiction of, and agree that venue is proper in, these
courts in any such legal action or proceeding.
6.4. Notice
All notices, including notices of address change,
required to be sent hereunder shall be in writing and
shall be deemed to have been given when mailed by
first class mail to the first address listed in the relevant
Order Form (if to Customer) or to the Oracle address
on the Order Form (if to Oracle). To expedite order
processing, Customer agrees that Oracle may treat
documents faxed by Customer to Oracle as original
documents; nevertheless, either party may require the
other party to exchange original signed documents.
6.5. Limitation of Liability
In no event shall either party be liable for any
indirect, incidental, special or consequential
damages, or damages for loss of profits, revenue,
data or use, incurred by either party or any third
party, whether in an action in contract or tort, even
if the other party has been advised of the
The Effective Date of this Agreement shall be 10 April, 1998
Name:
Title:
Address:
Executed by N ROCK, TEXAS
By: ,
uthorized Signet
Y
ci eces eua WEL
mAyciei
01a1 g. lm1Ri v STREET
RODU° 4 gbi
Oracle is a registered trademark of Oracle Corporation.
Technical Support Services Agreement
possibility of such damages. Oracle's liability for
damages hereunder shall in no event exceed the
amount of fees paid by Customer under this
Agreement during the twelve (12) month period
prior to the date the applicable claim arose. The
provisions of this Agreement allocate the risks under
this Agreement between Oracle and Customer.
Oracle's pricing reflects this allocation of risk and the
limitation of liability specified herein.
6.6. Severability
In the event any portion of this Agreement is held to be
invalid or unenforceable, the remaining terms of this
Agreement will remain in full force.
6.7. Waiver
The waiver by either party of any default or breach of
this Agreement shall not constitute a waiver of any
other or subsequent default or breach. Except for
actions for nonpayment or breach of Oracle's
proprietary rights in the Programs, no action,
regardless of form, arising out of this Agreement may
be brought by either party more than two years after
the cause of action has accrued.
6.8. Export Administration
Customer agrees to comply fully with all relevant export
laws and regulations of the United States ( "Export
Laws ") to assure that neither the Programs, the
Updates, nor any direct product thereof are (1)
exported, directly or indirectly, in violation of Export
Laws; or (2) are intended to be used for any purposes
prohibited by the Export Laws, including, without
limitation, nuclear, chemical, or biological weapons
proliferation.
6.9. Entire Agreement
This Agreement constitutes the complete agreement
between the parties and supersedes all prior or
contemporaneous agreements or representations,
written or oral, concerning the subject matter of this
Agreement. This Agreement may not be modified or
amended except in a writing signed by a duly
authorized representative of each party; no other act,
document, usage or custom shall be deemed to amend
or modify this Agreement. It is expressly agreed that
the terms of this Agreement and any Order Form shall
supersede the terms in any Customer purchase order
or other ordering document.
Executed by ORACLE CORPORATION
By:
Authorized Signature
Name:
Title:
Address: 500 Oracle Parkway, Redwood City, CA
3 Oracle Corporation
PEOR E
This independent Schedule is made as of H%OKIC, ;t-Li 1998 ( "Schedule Effective Date ") by and between
PeopleSoft USA, Inc. ( "PeopleSoft ") and City of Round Rock, Texas ( "Licensee "). This Schedule is part of the
Software License and Services Agreement between the parties dated ilpek 1998 ( "Agreement ").
PeopleSoft's standard Software Support Services Terms and Conditions shall be a part of this Schedule provided
Licensee is receiving Software Support Services. Capitalized terms used herein shall have the same meaning
ascribed to them in the Agreement. Handwritten or typewritten text (other than information which is specifically
called for in the spaces provided) which purports to modify or supplement the printed text of this Schedule shall
have no effect and shall not add to or vary the terms of the Agreement. All such additions (whether submitted by
Licensee or PeopleSoft) are objectionable and deemed material, unless initialed by both parties.
ACCEPTED BY:
C4ftteces cu.PEPPEe i /V4yog.
Printed Name and Title
AT ST:
t &G!1(.d,7'Y? P
Signature and Printed Name
Hie/ / YI i /Al Z
PeopleSoft Financials for Public Sector:
General Ledger (Public Sector)
Payables (Public Sector)
Asset Management (Public Sector)
Budgets (Public Sector)
Purchasing (Public Sector)
SCHEDULE 1
TO THE
SOFTWARE LICENSE AND SERVICES AGREEMENT
SOFTWARE
Production
Copies'
1
1
1
Subtotal Page 1:
Subtotal Page 2:
TOTAL FEES:
ACCEPTED BY:
VOID IF EXECUTED AFTER APRIL30, 1998
Printed ISENVOTTeVii I Edueat ?oo
License Fee
Not separately priced
Not separately priced
Not separately priced
Not separately priced
Not separately priced
$265,000.00
Not separately priced
$265,000.00
I Database Version: Oracle
Operating System: NT
I Hardware Model:
Software is licensed for use in the United States using only the United States version of the Software.
1 Licensee's license includes the right to make up to the designated number of production copies on one database,
one application, one test & development, and one Internet server at Licensee's site.. Licensee will receive a single
physical set of the software applications for this purpose.
Revised Lily 1996 Page 1
PFOR[
Depending on the Database Version licensed, Licensee receives the applicable items listed below:
PeopleTools - Restricted Development
Training Units
On -Site Installation Support Days
Documentation for third party software
Documentation for PeopleSoft Software
Qty.
47
up to 5
1
1 CD -ROM
VOID IF EXECUTED AFTER APRIL 30. [998
ADDITIONAL SOFTWARE / SERVICES
Quantity
One copy shipped; right to
use on unlimited number of
workstations in conjunction
with Software on this
Schedule.
One copy shipped; right to
use on unlimited number of
servers in conjunction with
Software on this Schedule
Cognos Powerplay Cognos 5 users5 Not separately priced
Subtotal of Page 2: Not separately priced
1. Specific Licensed Usc: Licensee's use is limited to the uses described below. License fee is based on the
following, and will be subject to increases if Licensee exceeds any of the parameters stated below or uses the
software in an additional country.
Software /Service
Workstation Access (includes
base application access,
PS /n V ision,
Workstation SQR,
QueryLink).
Server SQR
Manufacturer
PeopleSoft USA, Inc.
Sybase, Inc./ SQRIBE
Technologies
Crystal Computer
Services
Sybase, Inc./ SQRIBE
Technologies
Fee
Not separately priced
Not separately priced
Territory Software (indicate global or local version Annual budget (for
for each Country /Region) Financials)
United States Financials for Public Sector on this Schedule $80 million
2. Expansion of Licensed Use: PeopleSoft will assess additional license fees for increases unrelated to any merger
or acquisition as follows:
No additional license fee will be assessed for Financials products on this Schedule if budget does not
increase by more than $100 million in additional annual budget.
Thereafter, PeopleSoft's assessment of additional license fees will be in accordance with PeopleSoft's then - current
policy. In the event of any growth related to a merger or acquisition, PeopleSoft's assessment of additional license
fees will be in accordance with PeopleSoft's then - current policy. If Licensee wishes to expand licensed use to
additional countries, such expansion shall require a mutually executed addendum or amendment to the Software
License and Services Agreement. Under no circumstance is a PeopleSoft Account Manager authorized to expand
licensed use.
2 PeopleTools for Restricted Development shall be used by Licensee to develop add -on functionality only to the
licensed PeopleSoft Software application modules.
3 One (1) Training Unit is one day in class for one student.
4 One (1) Installation Support Day is equivalent to an eight (8) hour work day. If PeopleSoft is unable to complete
installation in 5 days due to delays occasioned by Licensee, Licensee may purchase additional installation support at
PeopleSoft's commercial rates. Licensee is responsible for the reasonable travel and living expenses incurred by
PeopleSoft for all on -site installation support. Unless otherwise indicated, PeopleSoft's obligation to install the
software is limited to installation on a single server at a single site.
5 Cognos "users" are individual users, not concurrent users.
Revised July 1996 Page 2
PEOP! E
3. Payment Terms: Licensee shall pay PeopleSoft fifty (50 %) percent of the license fees on the Schedule Effective
Date, twenty -five (25 %) percent upon the earlier of the Software installation or sixty (60) days from the Schedule
Effective Date, fifteen (15 %) percent ninety (90) days from the Schedule Effective Date, and ten (10 %) percent
October 1, 1998. Unless otherwise stated in this Schedule, the fees specified herein are non - cancelable and non-
refundable. All fees are payable in U.S. dollars and shall he sent to the attention of PeopleSoft's Accounts
Receivable Department.
4. Designated initial Software Support Site(s): Licensee shall receive software support for a single production
system associated with the following site(s):
Support Site Associated Countries /Regions
City of Round Rock Texas
VOID IF EXECUTED AFTER APRIL 30, 1998
Unless otherwise specified, support services are provided on a centralized basis through a PeopleSoft support center
in the United States. Licensee shall designate a central support team for each supported site. Only members of
Licensee's central support team shall be authorized to request support services from PeopleSoft. PeopleSoft shall
designate an account manager or managers for each support site. Local support shall consist of any support not
provided at a central support site and shall not be included as part of Support Services. Licensee shall contract for
local support at the then current list price. In the event that Licensee licenses the Software in a country or region
not designated on this Schedule, support for such additional license shall be acquired separately at the then current
local Country list price.
5. Software Support Services Renewal Terms: One (1) year after the Schedule Effective Date, Licensee may
elect to continue Software Support Services for the following year by paying PeopleSoft an annual Support Services
fee of seventeen (17 %) percent of the net license the paid by Licensee for the applicable Software listed on this
Schedule. For four years thereafter, Licensee may elect to continue Software Support Services by paying
PeopleSoft an amount up to the then- current Support Services fee, provided Licensee's support services fee
obligation will not increase more than ten (10 %) percent per year over the prior year's fee. Thereafter, Licensee
may elect to continue Software Support Services for the following year by paying PeopleSoft the then- current
annual Support Services fee, or in accordance with a fixed fee schedule of no greater than three year's duration as
mutually agreed by PeopleSoft and Licensee. If Licensee expands use through growth, licensing additional
software, or by using the licensed software in additional countries, PeopleSoft shall be entitled to assess an
additional Support Services Fees, in accordance with PeopleSoft's then- current pricing policy to reflect that
expanded use. Since the Support Services term and conditions are implicitly renewable year to year, it is possible
that a particular hardware, database, and operating system configuration will fail to achieve or maintain strong
market demand to enable PeopleSoft to economically provide on -going Support Services on a Long -term multi -year
basis. In such a situation, PeopleSoft will provide Licensee with at least twelve months written notice of its intent
to cease support on such a configuration. In the event PeopleSoft ceases support on a configuration, PeopleSoft
shall work with Licensee to identify a migration path to a configuration then supported by PeopleSoft.
PeopleSoft will offer Software Support Services to Licensee at its then - current terms to Licensee for at least five
years from Schedule Effective Date, assuming that Licensee maintains Software Support Services continuously
throughout the period, is using a then- supported version of the system, and pays for Software Support Services.
6. Texas -Based Installer Preferred: The parties agree that they will work together to minimize the reimbursable
travel costs associated with installation, and that they will make a good faith effort to utilize a Texas-based installer
to reduce travel costs.
7._Acceptance: Licensee shall have a period of seventy -five (75) days commencing on the installation date of the
Software licensed pursuant to this Schedule to test that such Software operates substantially in accordance with the
Documentation ( "Acceptance Period "). Licensee shall notify PeopleSoft of any Nonconformities during the
Acceptance Period ( "Nonconformance List ") by providing in writing, a list of Nonconformities, such list to be
received by PeopleSoft during the Acceptance Period. Upon receipt of the Nonconformance List, PeopleSoft shall
have a period of thirty (30) days ( "Cure Period ") to repair any Nonconformities listed on the Nonconformance List
Revised July 1996 Page 3
SKIPPING INFORMATION
BILLING INFORMATION
SUPPORT SITE INFORMATION
Cindy Demers
Cindy Demers
Cindy Demers
City of Round Rock
City of Round Rock
City of Round Rock
221 E. Main Street
221 E. Main Street
221 E. Main Street
Round Rock, TX 78664
Round Rock, TX 78664
Round Rock, TX 78664
Phone: 512- 218 -5435
Phone: 512- 218 -5435
Phone: 512 -218 -5435
Fax: 512- 218 -5442
Fax: 512- 218 -5442
Fax: 512- 218 -5442
• PFOP!Fs
VOID IF EXECUTED AFTER APRIL 30. 1998
at its own expense, such that such Software affected by the Nonconformity operates substantially in accordance with
the Documentation. Notwithstanding anything herein to the contrary, in no event shall acceptance ( "Acceptance ")
be postponed beyond five months from schedule effective date ( "Final Date "). Upon: (i) Licensee's delivery to
PeopleSoft of written notice of Acceptance; or (ii) conclusion of the Acceptance Period, if Licensee has not notified
and provided to PeopleSoft a list of Nonconformities; such Software shall be deemed to have reached Acceptance.
If Acceptance has not bcen deemed to have occurred, and Nonconformities listed on a Nonconformance List have
not been resolved on the Final Date, Licensee shall have the option of terminating this Agreement by notifying
PeopleSoft in writing of its intent to terminate the Agreement on or before the Final Date, and, upon receipt of such
Software by PeopleSoft, receiving the license fees paid to PeopleSoft. "Nonconformities" shall mean a material
failure of the Software licensed pursuant to this Schedule, or any component thereof, to conform to the
Documentation.
8. Definitions: The following terms have the indicated definitions
"Annual Budget" includes funding from all sources, including grants and endowments.
Revised July 1996 Page 4
Software Support Services Terms and Conditions
Software Support Services Terms and Conditions ( "Support Services ") are referenced in and incorporated into the
Agreement between PeopleSoft and Licensee. Upon reasonable notice, PeopleSoft reserves the right to modify the terms
and conditions of Support Services on an annual basis to reflect current market conditions.
1. Coverage
PeopleSoft provides Licensee with Support Services for the Software for the single, central Site set forth in the applicable
Schedule in consideration of Licensee's payment of the applicable Support Services fees to PeopleSoft. Only designated
Licensee employees may contact PeopleSoft for the provision of Support Services. Licensee may acquire Support
Services for additional Licensee sites by paying PeopleSoft the applicable annual secondary site Support Services fee.
2. Software Maintenance
The following technical and functional improvements will be issued periodically by PeopleSoft to improve Software
operations:
a. Fixes to Errors;
b. Updates; and
c. Enhancements contained within new releases.
3. Priority Level of Errors
Licensee shall report an Error and provide PeopleSoft with Licensee's categorization of the Error. PeopleSoft shall
reasonably and conclusively determine the priority level of Error and will respond in accordance with the following
protocols:
Priority A:
PeopleSoft promptly initiates the following procedures: (1) assign PeopleSoft specialist(s) to correct the Error; (2)
provide ongoing communication on the status of the correction; and (3) immediately begin to provide a Workaround
or a Fix.
Priority B:
(1) PeopleSoft assigns a PeopleSoft specialist to commence correction of Error; and (2) provide escalation
procedures as reasonably determined by PeopleSoft support staff. PeopleSoft exercises all commercially reasonable
efforts to include the Fix for the Error in the next Software maintenance release.
Priority C:
PeopleSoft may include the Fix for the Error in the next major Software release.
4. Telephone Support
PeopleSoft provides telephone support concerning installation and use of the Software. Except for designated holidays,
standard telephone support hours are Monday through Friday, 4:00 a.m. to 6:30 p.m., Pacific Time. Telephone Support
is also available 24 -hours a day, 7 -days a week for in- production customers who need to resolve critical production
problems outside of normal support hours.
5. Account Manager
PeopleSoft assigns an account manager to assist with the on -going support relationship between PeopleSoft and
Licensee. Licensee will reimburse PeopleSoft for the reasonable travel and living expenses of the account manager for
on -Site support activity.
6. Customer Connection
a. The PeopleSoft Customer Connection system is an on -line, self - service system which features postings by
PeopleSoft and PeopleSoft Software users regarding technical and non - technical topics of interest. Licensee may
Software Support Services Terms and Conditions Page 1 of 3
Rev. 1/98
• PFORE
access PeopleSoft Customer Connection via the Internet. At Licensee's expense, Licensee is responsible for
independently acquiring appropriate Internet access.
b. All Software maintenance releases and Fixes to the Software may be delivered to Licensee through PeopleSoft
Customer Connection, or by mail from PeopleSoft upon written request by Licensee. All information specified in
Customer Connection by PeopleSoft is confidential and proprietary to PeopleSoft and shall only be used in
connection with Licensee's use of the Software and informational communications with other PeopleSoft Customer
Connection participants. PeopleSoft reserves the right to modify information posted to PeopleSoft Customer
Connection. PeopleSoft shall have the right to publish and distribute only through PeopleSoft Customer Connection
in all languages and in association with Licensee's name any material or software programs provided by Licensee to
Customer Connection. Licensee shall not use PeopleSoft Customer Connection for advertising or public relations
purposes and shall only submit information to PeopleSoft Customer Connection which is owned by Licensee or
which Licensee has third party permission to submit to PeopleSoft Customer Connection for use by all other
PeopleSoft Customer Connection users.
c. In the interest of diminishing exposure to software viruses, PeopleSoft tests and scans for software viruses all
information entered by PeopleSoft prior to submission of information to PeopleSoft Customer Connection. Licensee
shall also use a reliable virus detection system on any software or information posted to PeopleSoft Customer
Connection, utilize back -up procedures, monitor access to PeopleSoft Customer Connection, promptly notify
PeopleSoft of any virus detected within Licensee's systems associated with PeopleSoft Customer Connection and
generally exercise a reasonable degree of caution when utilizing information from PeopleSoft Customer Connection.
PeopleSoft does not warrant that Customer Connection will operate without interruption or without errors.
PeopleSoft reserves the right to modify or suspend PeopleSoft Customer Connection service in connection with
PeopleSoft's provision for Support Services. PeopleSoft assumes no responsibility for anything posted by
anyone other than PeopleSoft, including, but not limited to, information about PeopleSoft software or
modification code or portions thereof.
7. Fees
The first year of Support Services for the Site is included in the Software license fee; thereafter, in the event Licensee
elects to continue to receive Support Services, Licensee shall pay PeopleSoft the annual Support Services fee as set forth
in the applicable Schedule. Support Services are billed on an annual basis, payable in advance. Licensee shall be
responsible for all taxes associated with Support Services, exclusive of taxes based on PeopleSoft's income. Licensee's
payment shall be due within thirty (30) days of receipt of the PeopleSoft invoice. Should Licensee elect not to renew
Support Services and subsequently request Support Services, PeopleSoft shall reinstate Support Services only after
Licensee pays PeopleSoft the annual then current fee plus all cumulative fees that would have been payable had Licensee
not suspended Support Services.
8. Term and Termination
Unless otherwise expressly set forth in the Agreement, Support Services shall be provided for a period of one (1) year
from the Schedule Effective Date, and shall be extended each additional year unless terminated by either party. Each one
(1) year term shall commence on the anniversary of the Schedule Effective Date.
Either party may terminate the Support Services provisions at the end of the original term or at the end of any renewal
term by giving the other party written notice at least ninety (90) days prior to the end of any term.
In the event Licensee fails to make payment pursuant to the section titled "Fees ", or in the event Licensee breaches the
Support Services provisions and such breach has not been cured within thirty (30) days of written receipt of notice of
breach, PeopleSoft may suspend or cancel Support Services.
Software Support Services Terms and Conditions Page 2 of 3
Rev. 1/98
PFOP! E
9. Exclusions
PeopleSoft shall have no obligation to support:
a. Substantially altered, damaged or substantially modified Software;
h. Software that is not the then- current release, or a Previous Sequential Release;
c. Errors caused by Licensee's negligence, hardware malfunction, or other causes beyond the reasonable control of
PeopleSoft;
d. Software installed in a hardware or operating environment not supported by PeopleSoft; and
e. Third party software not licensed through PeopleSoft.
10. General
All Updates provided to Licensee are subject to the terms and conditions of the Agreement.
PeopleSoft shall not be liable for any failure or delay in performance of the Support Services due to causes beyond its
reasonable control. Any illegal or unenforceable provision shall be severed from these Terms and Conditions. Licensee
agrees that any information received pursuant to these Terms and Conditions shall be deemed subject to the non-
disclosure obligations set forth in the Agreement. The Support Services Terms and Conditions states the entire
agreement of PeopleSoft's provision of Support Services to Licensee and may only be amended by a written amendment
executed by both parties.
11. Definitions
Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as set forth in the Agreement
and applicable Schedule.
"Enhancement" means technical or functional additions to the Software to improve software functionality and /or
operations. Enhancements are delivered with new releases of the Software.
"Error" means a malfunction in the Software which degrades the use of the Software.
"Fix" means the repair or replacement of source or object or executable code versions of the Software to remedy an
Error.
"Previous Sequential Release" means a release of Software for use in a particular operating environment which has
been replaced by a subsequent release of the Software in the same operating environment. A Previous Sequential
Release will be supported by PeopleSoft for a period of eighteen (18) months after release of the subsequent release.
Multiple Previous Sequential Releases may be supported at any given time.
"Priority A " means an Error that: (1) renders the Software inoperative; or (2) causes the Software to fail
catastrophically.
"Priority B " means an Error that affects performance of the Software, but does not prohibit Licensee's use of the
Software.
"Priority C " means an Error that causes only a minor impact of the use of the Software.
"Update" means all published revisions to the Documentation and one (1) copy of the new release of the Software
which are not designated by PeopleSoft as new products for which it charges separately.
"Workaround" means a change in the procedures followed or data supplied to avoid an Error without significantly
impairing performance of the Software.
Software Support Services Terms and Conditions
Rev. 1/98
Page 3 of 3
05'07/98 11:34
' Ar AFR7297199B 4:14:110 1,
4 1ln u,(Inol
I. DEFINITIONS
1.1. "Program' shall mean: the software `- let cede
form owned or distributed by 0 which
customer has been granted a iloenq b rat to a
m
license egreeent between Customs. : or
agreement between Customer a orized
on agree
Oracle mealier ("License Agreement' � i o„ ,.`' media,
Documentation and Updates therefor -
1.2_ "Documentatlort" mistral the user guides end manuals
for Invigilation and use of the Program software,
Documentation is provided In CD or bound form,
whichever is generally available,
1.3. "updata(a) "' shall mean subsequent re115016 of the
Programs which Oracle generally mattes avdlable for
Program licenses at no additional license fee, other
than media and handling charges, provided Customer
has ordered Technical support Tor such licensee for the
relevant time peeled. Update shall not include any
relaasea, options or future prodecta which Oracle
licenses separately,
1,4. "Order Form" le she the deeument In hard copy of
aIOCtronk rerrnat by which Customer Techni oat Support
services, and whlon Is agreed to by the parties. The
ceder Forms shall identity the License Agreement
under which Customer received the applicable Program
licenses and shall reference thls Agreement by its
Effective Date.
1.5. "Designated System" shall mean tits computer
hardware and operating system designated on the
relevant Order Form.
1.6. 'Teahnloel Si pport" shell mean the Program support
services provided under Oracle's policies In effect on
the date Technical support Is ordered.
II. TECHNICAL BUPPORTSP.RVICEB
2.1. Ordering Technical Supper! Service.
Technical Supper) services ordered by Customer under
this Agreement will be provided under Oracle's
Technical Support policies iin effad en the date
Technical Support Is ordered.
2.2. Rights Granted
. A. Oracle grants to Customer a nonexclusive license is
use the Updates Customer obtains under (his
Agreement, so provided under the License Agreement
and e& follows: (i) to use the Updates solely for
Geste/hef s operations on the Designated Oystem or on
a backup system I( the Designated System is
inoperative, consistent wen the use limitations specifed
or referenced in the (Janes AvfeemenL this
Agreement, an Order Form, Of the Documentation.
Customer may not rellosnse, rent ar lease the. Updates
or use the Updates for thirdep■rty training, commercial
ttmswharing, rental or service bureau use (11) to use
the' Documentation preMdee with the Updates In
'Lippert of Customer's authorized use of the Programs:
(IN) to copy the Update' tor archival Of backup
Technical Support Services Agreement i,
PEOPLESOFT SALES SACRAMENTO * ** • 550 533 3848 NO.141 5117
PEOPLE SOFT NO. "366 P. 4 4/23
U1061
TECHNICAL SUPPORT SERVICES AG/FOMENT
This Technieal Support s.Moas Agreematlt (the "Agreement") Is between Oracle Corporation with Its principal place of business
at 500 Oracle Parkway. Redwood City. Callfomia G 00 ("Oracle') and City of Round Roclr. TaXas (legal name) with Its principle
place of business at 221 5. Main Street, Round Hoek Texas 71064 ( "Customer'). The terms of this Agreement shell softly to the
Teehnlesl Ruppert services provided by Oreille for each tiupportsd Program License under this Agreement,
purposes; no 'other copies shall be made without
Oracle's prior written consent. All tides, trademarks,
eapyright ■nd restricted fights nodose shall be
reproduced In such copies, and (iv) to allow third
parties to ecs the Updates for Customer's Operations
so long as Customer ensures that use of me Updates Is
in accordance With the terms of this Agreement.
Customer shall not oopy or use 1M Updates (including
the Documentation) exoept se specified In this
Agreement or an.Order Fem1, Customer Shall have no
right to use any other software program that may be
delivered with Updates,
5. customer agrees not to cause or permit the reverse
engineering, disassembly or decompiletlon of Ow
Programs and Updates, except to the extant required to
ahtein Interepsrebnlry With other independently created
software ores specified by law.
C. Onsets shell retain ell title, copyright and other
proprietary right& In the Updates and all modifications,
enhancements, and ether works denvetive of the
Programs and Updates. Customer does not enquire
any rights, uprose, er implied, In the Updates, other
than those specified in the Agreement.
2.3. Transfer and Assignment
A. customer may transfer a Program license ar
Update within its organi2etlen upon notice to Oracle;
transfers are eubjeet to the terms end fees specified In
Oracle's Monster policy In effect at the time of the
transfer.
P. Customer may not assign this Agreement or
transfer a Program llamas to a legal entity separate
from Customer without the prior written consent of
Oracle. Oracle shall not unreasonably withhold or
delay such consent.
2.4. Verification
Cn Oracle's written regent, not more'reguentty than
annually, Customer shall finish Oracle with a signed
certification verifying that the Updates ere being used
pursuant to me provisions of the applicable Limnos
Agreement. and kiss Agreement, end applicable Order
Forms. Oracle may audit Customer's use of the
Updates. Any such eudn snag be oondueted during
regular buslnsse hours at Customer's raailIHes end
shall net unreasonably interfere with Customer's
business activities. If an audit reveals that Customer
hes underpaid leae to Oracle, Customer shag be
Invoked for such underpaid fain. Audits shall be
oonvuoted n0 mere than enure ennuagy. '
111. TERM AND TERMINATION
3,1. Term
Teshnieal Support services shall be provided to
Customer fee the period Specified in the eppneable
Order Form. This Agreement eh li remain in effatf
unless terminated as provided below.
3,2. Terminetlen
Oracle Corporation
cits%rx copy
05/07/96 11:35
;JFP :29; 1998 4 :1:AM
PEOPLE SOFT
customer may tehnineto Technical Support eeMOes at
any time Creel) may terminate his Apreamard or
Technical Support upon written notice If Mistime'
breaches this Agreement er the License Agreement and
fails to correct the breech within 30 days following
written notice "pacifying the breach,
3.3. Effect of Termination
Termination of thls Agreement or any license shall not
Ilmit either party horn pursuing any other remedies
available to it, lneauding injunctive relit (,' all such
termination relieve Customer's obiigatl reel Ile all fees r
under a any c Orde o Farm. The , r � p to an d
obligations under Sedione 2.2.S 2 (� 4 and
Articles III, IV, V and VI shalt survive Of this
Agreement.
IV. INDEMNITY. WARRANTIES, REMEDIES
a.1. infringement Indemnity
Oracle will defend and Indemnity Customer against e
claim that Updates Infringe a copyright or patent.
provided that (a) Customer notifies Oracle in writing
within 30 days of the clelm; (b) Oracle hes sole oontroi
or the defense and all related settlement negotiations;
and (e) Customer prvvldee Oracle with the assistance,
information and sutherlty necessary to Warm
Oracle's obligations under this Seaton. Oracle will
reimburse Customer's reasonable out -of- pocket
expenses Inourr'ed by Customer In providing such
assistance will be reimbursed by Oracle, Oracle snail
have no liability for any claim of infringement balled on
use of a superseded or altered release of the Programs
or Updates lithe InMngememwould have been avoided
by the use of a current unaltered Update Mamie which
Oracle provides to Customer.
In the event the Updates are held or are believed by
Oracle to Infringe, Oracle shall have the option, at Its
expense, to (a) modify the Updates to be neninfringing;
or (b) obtain far Customer ■ license 10 continue using
the updates_ If It it net oemmeolslly reasonable to
perform either of the above options, then Oracle may
terminate the license for the Infringing Updates end
refund the Technical Ruppert fees paid fer those
Updates during the applicable support year In which
Customer received the Infringing Updates This
Seodon 4,1 orates Oracle's entire liability and
Customers exclusive remedy for infringement.
4.2. Warranties and DISeldmare
A. Updates Warranty
Oracle woman!' that during the applicable Technical
Support Term Vie Update*. Unites modhlied by
Customer, will perform the functions described in the
Update Documentation
6_ Media Warranty
Oracle warrants the types, dlakettee or other medic will
be free of defects in materials and Werl msnehlp Under
normal use fey 99 deya ham delivery.
C. SeMcee Warranty
Oracle warrants that Ito Technical Support services will
be Performed opneh tem wah generally accepted
Industry standards_ This warranty shall be valid for 90
days from performance of Technical Support servieee,
0. Limitations on Waranties
PEOPLESOFT SALES SACRAMENTO * ** 650 633 3840 NO.141 000
Tedrsied Seppc t 9ereices Agreement 2
1 N0.9366 P 5/73
THE WARRANTIES ABOVE ARE EXCLUSIVE AND
IN LIEU OF AU. OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Oracle does not warrant that the Updates will
operate in combinations other than as specified in
the Documentation or that the operation of the
Updates will be uninterrupted or error free.
a.3. Exclusive Reatedle■
For any breach of the w eenteinod In r$ootlen
4,2 above, Customer's exclusive remedy, and Ofaele'a
entire liability, shall bat
A For Updates
The correction of errors that cause the breech of
warranty, or if Oracle Is unable to make the Update
operate es warranted, Customer shall be entitled to
recover the Technical support SCMeee fees paid to
Oracle for the applicable Update during the current
su pp year
B. Fo r Medi
The replacement of detective media returned within 80
days of delivery.
C. For Services
The rsperfermanee of the services, or if Oracle is
unable to perform the services as warranted, Ouatorner
enall be entitled To recover the fees pale to Oracle for
the unsatisfactory services,
V, Payment
9,4. Invoking and Payment
All fees hail be due and payable 30 dew; from the
invoice data. Any amounts payable by Customer
hereunder which remain unpald after the due date shall
be subject to late charge equal to 1.6% per month from
the due date until such amount le paid. Customer
egress to pay applicable media end chipping charges,
Customer shall Issue a p1r'chase order, or alternative
document exceptable to Oracle, on or before the
Effective Date of the eppllceble Order Form,
5.2. Tatiee
The Technical Support wrvices fees listed In the Price
List do not include taxes; If Oracle to required le pay
15180, use property, value -added or other taxes based
on the llaalees or services granted under this
Agreement or on Customer's idea of UFIdatee or
services, theft such tsetse shall be billed to and paid by
Customer. This Section shall net apply to tames based
en Oracle's Income:
VI. GENERAL, TERMS
6.1. Nondlealeeud
By claw of title Agreement, the parties may have
accesa ID Infermtitlen Mat is confidential to one another
("Confidential Information "). Confidential Information
matt pe limited to the Updates, the terms end pricing
under thls Agfeetnent, and all Informstlan cleerIY
identified es eCnfldendhl. A party's OOntdefitlel
Information shell not Include Information that (e) Is or
beeemea a part of the peblio domain through no set or
emleelen of the other patty; (b) was in the other pafWl
lawful pessualon prior to the disclosure and had net
been oatsined by the other party either directly er
indirectly from the disclosing party; (o) Is Iswfu9y
Oracle Corporatism
05%07/98 11:35
x "A11729 .1998 4 :12AM
Hitt. Ly, lyyd 7:LtlAh1
disdetred to the ether party by is third party without
restriction on dieeloeure; or (d) Is independently
developed by the other party. Customer shall not
disclose the results of any beneemerk testa of the
Programs to any third party without Oracle's prior
written approval. The parties agree to held each other's
Confidential Information In confidence during the term
of this Agreement and for a period of two years alter
termination of thls Agreement. The parties agree, that
unless required by law, not to malt i' r l others
Confidential Information available in to any
third party For any purpose it`ll Ildi n the
implementation of this Agreement o ral t4 i�l agreed
dental
to take all reasonable steps to ensu
Irlformatlen is not dlacloeed or by its
employees or agents in violation of a 1e 'a of this
Agreement.
9.2. Governing Law
This Agreement, arid all matters arising out of or
relating to this Agreement, shall be governed by the
Bows of the State of California.
B .S. Jurisdiction
Any legal anion or proceeding relating to this
Agreement shall be inetltuted In any state or federal
court In flan Francisco or San Mateo County,
California. Oracle and 0i/sterner agree to submit to the
1urladiotlon of, end agree that venua le proper in theta
courts In any such legal action er pyooeeding.
• NotAce
All netlses, including notices of address change,
required to be sent hereunder shall be In writing and
shall be deemed to have been given when mailed by
first class mail to the first aderase Bated In the relevant
order Form (if to Customer) or to the Oracle address
an the order Form (if to Oracle). To expedite order
processipg, Customer agrees that Oracle may treat
documents faxed by customer to Oracle ad original
documents; nevertheless, slthaf party may risque. the
other party to exchange original signed documents.
6.S. Limitation 61 LtabiliKY
In no event shell either party ire liable for any
indirect, Incidental, special or consequential
damages, or damages for lose of profits. revenue,
dale or use, incurred by farther party Or any third
party, whether In an action In eehtrect or tort. even
If the ether parry hart been advised of the
The Effetelve Dale of this Agreement shall be 10 Apfll, 1999
executed by
By:
Name:
Title:
Mena,:
PEOPLESOFT SRLES SACRAMENTO* ** • 650 633 38411
PEOPLE SOFT
K, TEXAS
Authe • Sig u ,e
CHReLgs CuI.PE
MAyok.
01)4 ;T%' 7Z
Oracle is a registered Nademerk of Owed* Corporation.
T sbniesl Support Services Aptacotea 3
NU. 141 1)119
NO, 9366 P, 66
possibility of such damaged, Oracle's ItaDillty for
damages hereunder shall In no event exceed the
amount of fees paid by Customer under this
Agreement during the twelve (12) month period
prior to the data the applicable Claim arose, The
provlsicns of this Agreement allocate the riebb Under
this Agreement between Oracle and Customer.
Oracle's pricing renecta thls allocation of risk and the
limitation of liability spavined herein.
6.6" Severability
In the event any portion of this Agreement is held to be
invalid or unenfaroeable, the remaining terms of this
Agreement will remeln in full faros.
6.7. Waiver
The waiver by either party of any default or breach of
this Agreement shall not 1Qnethute a warier of any
other 6f subsequent default or breach, Except for
actions for nonpayment or breach of oracle's
proprietary nghta, In the Prograrpa, no aetibn,
regardless of form, arhing out of this Agreement may
be brought by either party more then two years otter
the cause of action has accrued,
9.9. Export Administration
Customer agrees to comply fully with all relevant export
laWS end regulations of the United States C0xpo6
Laws`) to assure that neither the Programs, the
Updates. nor any direct product thereof are (1)
(exported, directly or Indirectly, in violation of Export
Lava; or (Z) are Intended to be used for any purposes
prohibited by the Export taws, Including, Without
limitation, nuclear, ehemicel, or biological weapons
proliferation.
6.9. Entire Agreement
This Agreement constitutes the complete agreement
between Inc parties and superseded all prior Of
contemporaneous agreements or representations,
welter, or oral, concerning the subject mater of thle
Agreement, Tills Agreement may not jee modified or
amended except In a writing signed by a duly
authorteed representutive of each party; no other sit,
document, usage or custom shall be deemed to amend
or modify this Agreement. It Is expressly agreed that
the terms of this Agreement and any Order Form shall
supersede the terms in any Customer purchase order
or other ordering document.
Executed by ORACLE CO • RATIO
BY• • ✓�, i wi . ,I �
ort'ud s nature
Name;
Title
Address: 900 Oracle Parkway, Redwood City, CA
Oracle Corporation
and service for the Financial Department's computer systems, and
WHEREAS,PeopleSoft USA, Inc. has submitted an agreement to
provide the needed services, and
WHEREAS, the City Council desires to enter into said
agreement with PeopleSoft USA, Inc., subject to the City Manager's
and City Attorney's approval of the final language and terms, 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, subject to the City Manager's and City
Attorney's approval of the final language and terms, an agreement
with PeopleSoft USA, Inc. for computer software licensing and
service for the Financial Department's computer systems, a copy of
said agreement being attached hereto and incorporated herein for
all purposes.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended, and the Act.
RESOLUTION NO. R- 98- 04- 09 -10C2
WHEREAS, the City has a need for computer software licensing
K:\ WPDOCS \RESOLOTI \RO0409C3.WPD /sCg
ATTEST:
RESOLVED this 9th day of April, 1/98.
JOANNE -PAID, City Secret jy
C/ €�sruE
mgenkez,
2
. � 1
CHARLES CULP PYE'R, Mayor
City of Round Rock, Texas
TERMS AND
1. LICENSE
1.1 PeopleSoft grants Licensee a perpetual, non - exclusive,
non - transferable license to use the licensed number of copies of
Software, solely for Licensee's internal data processing operations
on the corresponding number of Servers located at the Site(s)
specified in the Schedule(s). Licensee shall use any third party
software products or modules provided by PeopleSoft solely with
PeopleSoft Software.
1.2 Licensee may:
a. use the Software temporarily on a back -up machine in
the event that the Server is inoperable;
b. make a reasonable number of copies of the Software, solely for
archive or emergency back -up purposes and/or disaster
recovery testing purposes; and
c. modify or merge the Software with other software, with
the understanding that any modifications, however
extensive, shall not diminish PeopleSoft's title or interest
in the Software.
1.3 PeopleSoft shall provide Licensee with the licensed
number of copies of the Software and Documentation only as
specified in the applicable Schedule. Licensee may make a
reasonable number of copies of Documentation solely for Licensee's
internal use with the Software provided all copyright notices are
reproduced,
2. LICENSE EXCLUSIONS
2.1 Except as expressly authorized herein, Licensee shall not:
a. Copy the Software;
b. Cause or permit reverse compilation or reverse assembly
of all or any portion of the Software;
c. Distribute, disclose, market, rent, lease or transfer to any
third party any portion of the Software (including
PeopleTools) or the Documentation, or use the Software or
Documentation in any service bureau arrangement, facility
management, or third party training;
d. Disclose the results of Software performance benchmarks
to any third party without PeopleSoft's prior written consent;
e. Transfer the Software to a different database platform without
the prior written consent of PeopleSoft (such consent shall not
be unreasonably withheld) and payment of any additional fees
that may be due;
Transfer the Software to a different location without providing
prior written notice to PeopleSoft;
Export the Software in violation of U.S. Department of
Commerce export administration regulations; and
h Use PeopleTools or third party software provided by PeopleSoft,
except solely in conjunction with the licensed PeopleSoft
applications.
f.
5.
2.2No license, right, or interest in any PeopleSoft trademark, trade
name, or service mark is granted hereunder.
3. FEES AND PAYMENT TERMS
SOFTWARE LICENSE AND SERVICES AGREEMENT
This Agreement is made as of the Effective Date by and between PeopleSoft USA, Inc. ( "PcopleSoft "), a California corpora
4305 Hacienda Drive, P.O. Box 9055, Pleasanton, California 94566 and City of Round Rock, Texas( "Licensee "),
on having an office at
CONDITIONS
3.1 Licensee shall pay PeopleSoft the fees as specified in each
applicable Schedule.
3.2 Unless Licensee provides PcopleSoft with a valid tax
exemption or direct pay certificate, Licensee is responsible for all
taxes, duties and customs fees concerning the Software and/or
services, excluding taxes based on PeopleSoft's income. Overdue
payments shall bear interest at the lesser of twelve percent (12 %)
per annum or the maximum rate allowed under applicable law.
3.3 The license fee for the Software is based upon Iicensee's
representations concerning pricing metrics of operation, as set forth
in the Schedule(s). PeopleSoft reserves the right to assess
additional license fees if the pricing metrics of operation are
enlarged beyond the scope which formed the basis for the license
fees.
3.4 On an annual basis PeopleSoft shall provide Licensee with
a statement listing the applicable pricing metrics for which the
Software is licensed. Licensee shall provide PeopleSoft with a
signed certification of such statement either (a) confirming that the
Software is being used in conformance with the applicable License;
or (b) providing PcopleSoft with corrected figures. If Licensee
provides PeopleSoft with corrected figures, PeopleSoft shall invoice
Licensee for the applicable fees for any increase beyond the
applicable pricing metrics licensed. Should Licensee fail to pay the
applicable fees for any increase, such failure shall be a breach of
this Agreement.
3.5 PeopleSoft reserves the right to audit Licensee's use of the
Software no more than once annually at PeopleSoft's expense All
audits shall be conducted during regular business hours at Licensee's
site and shall not unreasonably interfere with Licensee's business
activities. PeopleSoft shall schedule any audits at least fifteen (15)
days in advance.
4. TITLE AND PROTECTION
4.1. PeopleSoft (or its third -party providers) retains title to all
portions of the Software and any copies thereof. PeopleSoft retains
title to all modifications created by Licensee as a derivative work,
but Licensee shall have a perpetual, royalty free license to use such
modifications in conjunction with the Software in accordance with
this Agreement. Licensee may share modifications with other
PeopleSoft customers only through PeopleSoft Customer
Connection, subject to PeopleSoft's right to modify and monitor
modifications distributed through PeopleSoft Customer Connection.
Except as stated above, Licensee shall have no rights to market or
distribute modifications. PeopleSoft shall have no obligation to
support Licensee created modifications or third party modifications.
Licensee is not obligated to disclose modifications to PeopleSoft.
4.2 Title to the physical media for the Software vests in
Licensee upon delivery. PeopleSoft represents that the Software
contains valuable proprietary information. Licensee shall not
disclose the Software to anyone other than those of its employees or
consultants under nondisclosure obligation who have a need to
access the Software for purposes consistent with this Agreement.
This section shall not prohibit Licensee from giving third parties
access to the Software through the Internet or other means, such as a
SLA961 page 1 of 4
kiosk.. if such access: (i) does not include installation of any part of
the Software upon the third party's computer; (ii) does not give the
third party any ability to copy the Software; and (iii) does not give
the third party any access to the Software's source code. Each full
or partial copy of the Software made by Licensee shall have all
copyright and proprietary information notices as affixed to the
original_
4.3 The Software was developed at private expense, is
commercial, and is published and copyrighted. If Licensee is an
agency of the United States Government or licensing the Software
for operation on behalf of the United States Government, the
Software is transferred to Licensee with rights no greater than those
set forth at Federal Acquisition Regulation 52.227 -19(c) [or DEAR
252.227- 7013(c)(1) if the transfer is to a defense - related agency] or
subsequent citation.
5. PATENT AND COPYRIGHT INDEMNITY
PeopleSoft shall indemnify and defend Licensee against any claims
that the Software infringes any United States or Canadian patent or
copyright: provided that PeopleSoft is given prompt notice of such
claim and is given information, reasonable assistance, and sole
authority to defend or settle the claim_ In the defense or settlement
of the claim, PeopleSoft shall, in its reasonable judgment and at its
option and expense: (i) obtain for Licensee the right to continue
using the Software; (ii) replace or modify the Software so that it
becomes noninfringing while giving equivalent performance; or (iii)
if PeopleSoft cannot obtain the remedies in (i) or (ii) as its sole
obligation, terminate the license for the infringing Software and
upon receipt of the infringing Software, retum only the license fees
paid by Licensee for such Software, prorated over a five year term
from the applicable Schedule Effective Date. PeopleSoft shall have
no liability to indemnify or defend Licensee to the extent the alleged
infringement is based on: (i) a modification of the Software by
anyone other than PeopleSoft, or (ii) use of the Software other than
in accordance with the Documentation.
6. DEFAULT AND '1E RMINATION
6.1 An event of default is_ (i) a failure by either party to
comply with any material obligation under this Agreement; and (n)
such non - compliance remains uncured for more than thirty (30) days
after receipt of written notice thereof.
6.2 If an event of default occurs, the nondefaulting party, in
addition to any other rights available to it under law or equity, may
ternlnate this Agreement and all licenses granted hereunder by
written notice to the defaulting party. Except as otherwise
specifically stated herein, remedies shall be cumulative and there
shall be no obligation to exercise a particular remedy.
6.3 Within fifteen (15) days after termination of this
Agreement, Licensee shall certify in writing to PeopleSoft that all
copies of the Software in any form, including partial copies within
modified versions, have been destroyed or returned to PeopleSoft.
7. LIMITED WARRANTY
7.1 PeopleSoft warrants that it has title to the Software and/or
the authority to grant licenses to use the third party software.
PeopleSoft warrants that the Software will perform substantially in
accordance with the Documentation for a period of one (1) year from
the date of initial installation and that the Software media is free
from material defects. PeopleSoft does not warrant that the
Software is error -free. PeopleSoft's sole obligation is limited to
SLA961
repair or replacement of the defective Software in a timely manner,
provided Licensee notifies PeopleSoft of the deficiency within the
one -year period and provided Licensee has installed all Software
updates provided pursuant to PeopleSoft's Software Support
Services. PEOPLESOFT DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE WARRANTIES OF MERCHANTABILITY
AND FITNESS FORA PARTICULAR PURPOSE.
S. LIMITATION O LIABILITY
EXCEPT FOR VIOLATIONS OF PEOPLESOFT'S
INTET.LECTUAL OR PROPRIETARY RIGHTS, NEITHER
PARTY WILL BL LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER
ARISING, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. EXCLUDING DAMAGES
INCURRED UNDER THE ARTICLE ENTITLED "PATENT AND
COPYRIGHT INDEMNITY" AND EXCEPT FOR CLAIMS FOR
BODILY INJURY OR TANGIBLE PROPERTY DAMAGE TO
TIC'. EXTENT CAUSED BY PEOPLESOFT. PEOPLESOFT'S
LIABILITY FOR DAMAGES UNDER THIS AGREEMENT
SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY
LICENSEE TO PEOPLESOFT FOR THE SOFTWARE OR TI
SERVICES AS TO WI 1'HE CLAIM AROSE_ TIIE PARTIES
AGREF. TO THE ALLOCATION OF LIABILITY RISK SET
FORTH IN THIS SECTION.
9. SOFTWARE SUPPORT SERVICES TERMS AND CONDITIONS
For a period of one year, commencing on the Schedule Effective
Date, PeopleSoft shall provide Licensee with one (1) year of
Software support services as described in PeopleSoft's standard
Software Support Services Terms and Conditions. After the first
year, Licensee may elect to acquire Software Support Services
pursuant to the then current terms and conditions by paying
PeopleSoft the fees stated in the applicable Schedule.
10. ON - SITE SUPPORT HAYS
PeopleSoft shall provide Licensee with a PeopleSoft consultant for
support for the Software at the Site only as set forth in the Schedule.
For a period of six (6) months from the Schedule Effective Date,
support days not used during the installation phase may be used for
other implementation support pursuant to PeopleSoft's then - current
consulting rates. Licensee shall reimburse PeopleSoft for all
reasonable travel and living expenses associated with any
installation and support.
11. TRAINING
PeopleSoft shall provide Licensee with the number of training units
set forth in the Schedule for use at a PeopleSoft Training Facility.
Licensee may use training units for training at Licensee's site only
as the parties mutually agree in writing. Licensee must use these
training units within one (1) year from the Schedule Effective Date.
12. NOTICES
All notices shall be in writing and sent by registered mail, overnight
mail, courier, or transmitted by facsimile (if confirmed by such
mailing), to the addresses indicated on the first page of this
Agreement, or such other address as either party may indicate by at
least ten (10) days prior written notice to the other party. Notices to
page of
PeopleSoft shall be sent to the attention of PeopleSoft I,egal with a
copy to Licensee's assigned account manager.
13. ASSIGNMENT
Licensee may not assign this Agreement (by operation of law or
otherwise) or sublicense the Software without the prior tirillen
consent of PeopleSoft, and any prohibited assignment or sublicense
shall he null and void_
14. NONDISCLOSURE OBLIGATION
14.1 The terms, conditions, pricing and any other
information clearly marked "confidential" under this
Agreement are confidential and shall not be disclosed, orally
or in writing by Licensee to any third party without the prior
written consent of PeopleSoft. If Licensee is a governmental
entity subject to disclosure obligations under the United States
Freedom of Information act or similar statute or regulation,
Licensee agrees that the terms, conditions, and pricing under
this Agreement will be disclosed only pursuant to requests
made in accordance with the relevant statute or regulation,
and that any other information clearly marked "confidential"
under this Agreement shall be treated as information
identified by PeopleSoft as confidential, trade secret,
commercially sensitive information, and will not be disclosed
without affording PeopleSoft a full opportunity to establish
that such information is exempt from the disclosure
obligation.
14.2 Licensee shall protect the Software with at least the
same degree of care and confidentiality, but not less than a
reasonable standard of care, which Licensee utilizes for
Licensee information that it does not wish disclosed to the
public. Licensee may provide access to and use of the
Software only to those third parties that: (i) provide services
to Licensee concerning Licensee's use of the Software; (ii)
have a need to use and access the Software; and (iii) have
agreed to substantially similar non- disclosure obligations
imposed by Licensee as those contained herein. This
Agreement imposes no obligation upon Licensee with respect to
PeopleSoft's confidential information which Licensee can
establish by legally sufficient evidence: (a) was in the possession
of, or was rightfully known by Licensee without an obligation to
maintain its confidentiality prior to receipt from PeopleSoft; (b) is
or becomes generally known to the public without violation of
this Agreement; (c) is obtained by Licensee in good faith from a
third party having the right to disclose it without an obligation on
confidentiality; or (d) is independently developed by Licensee
without the participation of individuals who have had access to
PeopleSoft's confidential information. Licensee may disclose
confidential information if so required by law, provided that
Licensee notifies PeopleSoft of such requirement prior to
disclosure, and provided further that PeopleSoft may (i) require
Licensee to request the appropriate court or governmental body to
seal the record that shall contain such confidential information;
and/or (ii) assume responsibility for responding to and defending
such requests for disclosure of the confidential information_
15. GENERAI.
This Agreement is made in and shall be governed by the laws of the
State of California, excluding choice of law principles. Venue shall
be in San Francisco, California. The section headings herein are
provided for convenience only and have no substantive effect on the
construction of this Agreement. No purchase order or other ordering
document that purports to modify or supplement the printed text of
this Agreement or any Schedule shall add to or vary the terns of this
Agreement. All such proposed variations or additions (whether
submitted by PeopleSoft or Licensee) are objected to and deemed
material unless agreed to in writing. Except for Licensee's
obligation to pay PeopleSoft, neither party shall be liable for any
failure to perform due to causes beyond its reasonable control_ if
any provision of this Agreement is held to be unenforceable, this
Agreement shall be construed without such provision_ The failure
by a party to exercise any right hereunder shall not operate as a
waiver of such party's right to exercise such right or any other right
in the future, Except for actions for non- payment or breach of
PeopleSoft's proprietary rights in the Software, no action, regardless
of form, arising out of this Agreement may he brought by either
party more than one year after the cause of action has accrued. This
Agreement may be amended only by a written document executed by
a duly authorized representative of each of the parties. This
Agreement may be executed in counterparts. To expedite order
processing, Transmitted Copies are considered documents
equivalent to original documents, however Licensee agrees to
provide PeopleSoft with one fully executed original Agreement and
applicable Schedule(s).
This Agreement and the Schedule(s) (`Agreement ") constitute the
entire agreement between the parties concerning Licensee's
acquisition and use of the Software. This Agreement replaces and
supersedes any prior verbal or written understandings,
cornrnunications, and representations between the parties. This
Agreement may be executed in counterparts, which taken together
shall be considered original.
16. DEFINITIONS
"Documentation" means only technical publications relating to the
use of the Software, such as reference, user, installation, systems
administrator and technical guides, delivered by PeopleSoft to
Licensee.
"PeopleTools" means the underlying architecture from which the
Software is designed, and includes software application
programming tools and code.
SLA96I page 3 of 4
" Schedule(s)" means the independent Software product schedule(s)
executed by the parties and Support Services schedule(s) referencing
this Agreement. Each Schedule is a separate and independent
contractual obligation from any other Schedule. Agreement
Effective Date and Schedule Effective Dale(s) may differ.
"Server" means a single database or file server that may be accessed
by a network of personal computers as set forth in the applicable
Schedule.
"Site" means a specific, physical location of Licensee's Server as set
forth in the applicable Schedule.
"Software" means all or any portion of the then commercially
available U.S. or Canadian version of the binary computer software
The Effective Date is 1998
CITY OF ROUND ROCK
(Authorized Signature)
(Name/Title) (Name /Title)
programs and enhancements thereto, (including corresponding
source code) and Documentation delivered by PcopleSoft to
Licensee (or subsequently made by Iicensee with PeopleSofl's prior
written consent), as listed in the applicable Schedule. Software
includes the third -party software only as specified in the Schedule.
Software does not include source code to PeopleTools. Unless
specifically stated otherwise, all Software is delivered to Licensee
only if and when generally commercially available.
"Transmitted Copies" means this Agreement, Schedules and other
ordering documents that are (i) copied or reproduced and
transmitted via photocopy, facsimile or process that accurately
transmits the original documents, and (ii) accepted by PeopleSoR_
PEOPLESOFT USA, UNC.
(Authorized Signature)
SLA96I page 4 of
SCHEDULE 1
TO THE
SOFTWARE LICENSE AND SERVICES AGREEMENT
This independent Schedule is made as of , 1998 ( "Schedule Effective Date") by and between
PeopleSoft USA, Inc. ( "PeopleSoft ") and City of Round Rock, Texas ( "Licensee "). This Schedule is part of the
Software License and Services Agreement between the parties dated , 1998 ( "Agreement ").
PeopleSoft's standard Software Support Services Terms and Conditions shall be a part of this Schedule provided
Licensee is receiving Software Support Services. Capitalized terms used herein shall have the same meaning
ascribed to them in the Agreement. Handwritten or typewritten text (other than information which is specifically
called for in the spaces provided) which purports to modify or supplement the printed text of this Schedule shall
have no effect and shall not add to or vary the terms of the Agreement. All such additions (whether submitted by
Licensee or PeopleSoft) are objectionable and deemed material, unless initialed by both parties.
ACCEPTED BY: ACCEPTED BY:
CITY OF ROUND ROCK PEOPLESOFT USA, INC.
Authorized Signature Authorized Signature
Printed Name and Title
PeopleSoft Financials for Public
Sector:
General Ledger (Public Sector)
Payablcs (Public Sector)
Asset Management (Public Sector)
Budgets (Public Sector)
Purchasing (Public Sector)
1
1
1
1
1
Subtotal Page 1:
Subtotal Page 2:
TOTAL FEES:
Revised July 1996 Page 1
SOFTWARE
Production
Copied
Printed Name and Title
License Fee
Not separately priced
Not separately priced
Not separately priced
Not separately priced
Not separately priced
8265,000.00
Not separately priced
8265,000.00
VOID IF EXECUTED AFTER APRIL30, 1998
Database Version: Oracle
1 Operating System: NT
1 Hardware Model:
Software is licensed for use in the United States using only the United States version of the Software.
I Licensee's license includes the right to make up to the designated number of production copies on one database,
one application, one test & development, and one Internet server at Licensee's site.. Licensee will receive a single
physical set of the software applications for this purpose.
Depending on the Database Version licensed, Licensee receives the applicable items listed below:
PeopleTools - Restricted Development
Training Units
On -Site Installation Support Days
Documentation for third party
software
Documentation for PeopleSoft Software
tv.
1
47
up to 4
1
1 CD -ROM
Quantity
One copy shipped; right to
use on unlimited number of
workstations in conjunction
with Software on this
Schedule.
One copy shipped; right to
use on unlimited number of
servers in conjunction with
Software on this Schedule
5 users
Subtotal of Page 2: Not separately priced
1. Specific Licensed Use: Licensee's use is limited to the uses described below. License fee is based on the
following, and will be subject to increases if Licensee exceeds any of the parameters stated below or uses the
software in an additional country.
Software /Service
Workstation Access (includes
base application access,
PS /nVision,
Workstation SQR,
Query Link).
Server SQR
Cognos Powerplay
ADDITIONAL SOFTWARE / SERVICES
Manufacturer
PeopleSoft USA. Inc.
Sybasc, Inc./ SQRIBE
Technologies
Crystal Computer
Services
Sybase, Inc./ SQRIBE
Technologies
Cognos
Territory Software (indicate global or local version Annual budget (for
for each Country /Region) Financials)
United States Financials for Public Sector on this Schedule $ 70 million
VOID IF EXECUTED AFTER APRIL 30. 199
Fee
Not separately priced
Not separately priced
Not separately priced
2. Expansion of Licensed Use: PeopleSoft will assess additional license fees for increases unrelated to any
merger or acquisition as follows:
No additional license fee will be assessed for Financials products on this Schedule if budget does not
increase by more than $ 100 million in additional annual budget.
Thereafter, PeopleSoft's assessment of additional license fees will be in accordance with PeopleSoft's then- current
policy. In the event of any growth related to a merger or acquisition, PeopleSoft's assessment of additional license
fees will be in accordance with PeopleSoft's then- current policy. If Licensee wishes to expand licensed use to
additional countries, such expansion shall require a mutually executed addendum or amendment to the Software
License and Services Agreement. Under no circumstance is a PeopleSoft Account Manager authorized to expand
licensed use.
2 PeopleTools for Restricted Development shall be used by Licensee to develop add -on functionality only to the
licensed PeopleSoft Software application modules.
3 One (1) Training Unit is one day in class for one student.
4 One (1) Installation Support Day is equivalent to an eight (8) hour work day. If PeopleSoft is unable to complete
installation in days due to delays occasioned by Licensee, Licensee may purchase additional installation support at
PeopleSoft's commercial rates. Licensee is responsible for the reasonable travel and living expenses incurred by
PeopleSoft for all on -site installation support. Unless otherwise indicated, PeopleSoft's obligation to install the
software is limited to installation on a single server at a single site.
5 Cognos "users" are individual users, not concurrent users.
Revised July 1996 Page 2
VOID IF EXECUTED AFTER APRIL 30, 1998
3. Payment Terms: Licensee shall pay PeopleSoft fifty (50 %) percent of the license fees on the Schedule Effective
Date, twenty -five (25 %) percent upon the earlier of the Software installation or sixty(60) days from the Schedule
Effective Date and twenty five (25 %) percent ninety (90) days from the Schedule Effective Date. Unless otherwise
stated in this Schedule, the fees specified herein are non - cancelable and non - refundable. All fees are payable in
U.S. dollars and shall be sent to the attention of PeopleSoft's Accounts Receivable Department.
4. Designated initial Software Support Site(s): Licensee shall receive software support for a single production
system associated with the following site(s):
Support Site Associated Countries/Regions
City of Round Rock Texas
Unless otherwise specified, support services are provided on a centralized basis through a PeopleSoft support center
in the United States. Licensee shall designate a central support team for each supported sire. Only members of
Licensee's central support team shall be authorized to request support services from PeopleSoft. PeopleSoft shall
designate an account manager or managers for each support site. Local support shall consist of any support not
provided at a central support site and shall not be included as part of Support Services. Licensee shall contract for
local support at the then current list price. In the event that Licensee licenses the Software in a country or region
not designated on this Schedule, support for such additional license shall be acquired separately at the then current
local Country list price.
5. Software Support Services Renewal Terms: One (1) year after the Schedule Effective Date, Licensee may
elect to continue Software Support Services for the following year by paying PeopleSoft an annual Support Services
fee of seventeen (17 %) percent of the net license fee paid by Licensee for the applicable Software listed on this
Schedule. For three years thereafter, Licensee may elect to continue Software Support Services by paying
PeopleSoft an amount up to the then- current Support Services fee, provided Licensee's support services fee
obligation will not increase more than ten (10 %) percent per year over the prior year's fee. Thereafter, Licensee
may elect to continue Software Support Services for the following year by paying PeopleSoft the then- current
annual Support Services fee, or in accordance with a fixed fee schedule of no greater than three year's duration as
mutually agreed by PeopleSoft and Licensee. If Licensee expands use through growth, licensing additional
software, or by using the licensed software in additional countries, PeopleSoft shall be entitled to assess an
additional Support Services Fees, in accordance with PeopleSoft's then - current pricing policy to reflect that
expanded use. Since the Support Services term and conditions are implicitly renewable year to year, it is possible
that a particular hardware, database, and operating system configuration will fail to achieve or maintain strong
market demand to enable PeopleSoft to economically provide on -going Support Services on a long -term multi -year
basis. In such a situation, PeopleSoft will provide Licensee with at least twelve months written notice of its intent
to cease support on such a configuration. In the event PeopleSoft ceases support on a configuration, PeopleSoft
shall work with Licensee to identify a migration path to a configuration then supported by PeopleSoft.
PeopleSoft will offer Software Support Services to Licensee at its then - current terms to Licensee for at least five
years from Schedule Effective Date, assuming that Licensee maintains Software Support Services continuously
throughout the period, is using a then- supported version of the system, and pays for Software Support Services.
6. Texas -Based Installer Preferred: The parties agree that they will work together to minimize the
reimbursable travel costs associated with installation, and that they will make a good faith effort to utilize a Texas -
based installer to reduce travel costs.
7. Acceptance: Licensee shall have a period of sixty (60) days commencing on the installation date of the
Software licensed pursuant to this Schedule to test that such Software operates substantially in accordance with the
Documentation ( "Acceptance Period "). Licensee shall notify PeopleSoft of any Nonconformities during the
Acceptance Period ( "Nonconformance List ") by providing in writing, a list of Nonconformities, such list to be
received by PeopleSoft during the Acceptance Period. Upon receipt of the Nonconformance List, PeopleSoft shall
Revised July 1996 Page 3
SHIPPING INFORMATION
BILLING INFORMATION
SUPPORT SITE INFORMATION
Cindy Demers
Cindy Demers
Cindy Demers
City of Round Rock
City of Round Rock
City of Round Rock
221 E. Main Street
221 E. Main Street
221 E. Main Street
Round Rock TX 78664
Round Rock, TX 78664
Round Rock, TX 78664
Phone: 512- 218 -5435
Phone: 512- 218 -5435
Phone: 512- 218 -5435
Fax: 512- 218 -5442
Fax: 512 -218 -5442
Fax: 512- 218 -5442
VOID IF EXECUTED AFTER APRIL 30, I99'8
have a period of thirty (30) days ( "Cure Period ") to repair any Nonconformities listed on the Nonconformance List
at its own expense, such that such Software affected by the Nonconformity operates substantially in accordance
with the Documentation. Notwithstanding anything herein to the contrary, in no event shall acceptance
("Acceptance') be postponed beyond (datc five months from schedule effective date) ("Final Date "). Upon: (i)
Licensee's delivery to PeopleSoft of written notice of Acceptance; or (ii) conclusion of the Acceptance Period, if
Licensee has not notified and provided to PeopleSoft a list of Nonconformities; such Software shall be deemed to
have reached Acceptance. if Acceptance has not been deemed to have occurred, and Nonconfonnities listed on a
Nonconformance List have not been resolved on the Final Date, Licensee shall have the option of terminating this
Agreement by notifying PeopleSoft in writing of its intent to terminate the Agreement on or before the Final Date,
and, upon receipt of such Software by PeopleSoft, receiving the license fees paid to PeopleSoft. "Nonconformities"
shall mean a material failure of the Software licensed pursuant to this Schedule, or any component thereof, to
conform to the Documentation.
8. Definitions: The following terms have the indicated definitions
"Annual Budget" includes funding from all sources. including grants and endowments.
Revised July 1996 Page 4
Software Support Services Terms and Conditions
Software Support Services Terms and Conditions ("Support Services') are referenced in and incorporated into the
Agreement between PeopleSoft and Licensee. Upon reasonable notice, PeopleSoft reserves the right to modify the terms
and conditions of Support Services on an annual basis to reflect current market conditions.
1. Coverage
PeopleSoft provides Licensee with Support Services for the Software for the single, central Site set forth in the applicable
Schedule in consideration of Licensee's payment of the applicable Support Services fees to PeopleSoft. Only designated
Licensee employees may contact PeopleSoft for the provision of Support Services. Licensee may acquire Support
Services for additional Licensee sites by paying PeopleSoft the applicable annual secondary site Support Services fee.
2. Software Maintenance
The following technical and functional improvements will be issued periodically by PeopleSoft to improve Software
operations:
a. Fixes to Errors;
b. Updates; and
c_ Enhancements contained within new releases.
3. Priority Level of Errors
Licensee shall report an Error and provide PeopleSoft with Licensee's categorization of the Error. PeopleSoft shall
reasonably and conclusively determine the priority level of Error and will respond in accordance with the following
protocols: •
Priority A:
PeopleSoft promptly initiates the following procedures: (1) assign PeopleSoft specialist(s) to correct the Error; (2)
provide ongoing communication on the status of the correction; and (3) immediately begin CO provide a Workaround
or a Fix.
Priority B:
(I) PeopleSoft assigns a PeopleSoft specialist to commence correction of Error; and (2) provide escalation
procedures as reasonably determined by PeopleSoft support staff. PeopleSoft exercises all commercially reasonable
efforts to include the Fix for the Error in the next Software maintenance release.
Priority C:
PeopleSoft may include the Fix for the Error in the next major Software release.
4. Telephone Support
PeopleSoft provides telephone support concerning installation and use of the Software. Except for designated holidays,
standard telephone support hours are Monday through Friday, 4:00 a.m. to 6 :30 p.m., Pacific Time. Telephone Support is
also available 24 -hours a day. 7 -days a week for in- production customers who need to resolve critical production
problems outside of normal support hours.
5. Account Manager
PeopleSoft assigns an account manager to assist with the on -going support relationship between PeopleSoft and Licensee.
Licensee will reimburse PeopleSoft for the reasonable travel and living expenses of the account manager for on -Site
support activity.
6. Customer Connection
a The PeopleSoft Customer Connection system is an on -line, self - service system which features postings by PeopleSoft
and PeopleSoft Software users regarding technical and non - technical topics of interest. Licensee may access
Software Support Services Terms and Conditions Page of 3
Rev. 1/98
PeopleSoft Customer Connection via the Intemet. At Licensee's expense, Licensee is responsible for independently
acquiring appropriate Internet access.
b. All Software maintenance releases and Fixes to the Software may be delivered to Licensee through PeopleSoft
Customer Connection. or by mail from PeopleSoft upon written request by Licensee. All information specified in
Customer Connection by PeopleSoft is confidential and proprietary to PeopleSoft and shall only be used in
connection with Licensees use of the Software and informational communications with other PeopleSoft Customer
Connection participants. PeopleSoft reserves the right to modify information posted to PeopleSoft Customer
Connection. PeopleSoft shall have the right to publish and distribute only through PeopleSoft Customer Connection
in all languages and in association with Licensee's name any material or software programs provided by Licensee to
Customer Connection. Licensee shall not use PeopleSoft Customer Connection for advertising or public relations
purposes and shall only submit information to PeopleSoft Customer Connection which is owned by Licensee or
which Li
censee has third party permission to submit to PeopleSoft Customer Connection for use by all other
PeopleSoft Customer Connection users.
c. In the interest of diminishing exposure to software viruses, PeopleSoft tests and scans for software viruses all
information entered by PeopleSoft prior to submission of information to PeopleSoft Customer Connection. Licensee
shall also use a reliable virus detection system on any software or information posted to PeopleSoft Customer
Connection, utilize back -up procedures, monitor access to PeopleSoft Customer Connection, promptly notify
PeopleSoft of any virus detected within Licensees systems associated with PeopleSoft Customer Connection and
generally exercise a reasonable degree of caution when utilizing information from PeopleSoft Customer Connection.
PeopleSoft does not warrant that Customer Connection will operate without interruption or without errors.
PeopleSoft reserves the right to modify or suspend PeopleSoft Customer Connection service in connection with
PeopleSoft's provision for Support Services. PeopleSoft assumes no responsibility for anything posted by
anyone other than PeopleSoft, including, but not limited to, information about PeopleSoft software or
modification code or portions thereof.
7. Fees
The first year of Support Services for the Sire is included in the Software license fee; thereafter, in the event Licensee
elects to continue to receive Support Services, Licensee shall pay PeopleSoft the annual Support Services fee as set forth
in the applicable Schedule. Support Services are billed on an annual basis. payable in advance. Licensee shall be
responsible for all taxes associated with Support Services, exclusive of taxes based on PeopleSoft's income. Licensee's
payment shall be due within thirty (30) days of receipt of the PeopleSoft invoice. Should Licensee elect not to renew
Support Services and subsequently request Support Services, PeopleSoft shall reinstate Support Services only after
Licensee pays PeopleSoft the annual then current fee plus all cumulative fees that would have been payable had Licensee
not suspended Support Services.
8. Term and Termination
Unless otherwise expressly set forth in the Agreement, Support Services shall be provided for a period of one (1) year
from the Schedule Effective Date, and shall be extended each additional year unless terminated by either party. Each one
(1) year term shall commence on the anniversary of the Schedule Effective Date.
Either party may terminate the Support Services provisions at the end of the original term or at the end of any renewal
term by giving the other party written notice at least ninety (90) days prior to the end of any term.
In the event Licensee fails to make payment pursuant to the section titled "Fees ", or in the event Licensee breaches the
Support Services provisions and such breach has not been cured within thirty (30) days of written receipt of notice of
breach, PeopleSoft may suspend or cancel Support Services.
9. Exclusions
Software Support Services 7'em4 and Conditions
Rev. I/9t
Page 2 of 3
PeopleSoft shall have no obligation to support:
a. Substantially altered, damaged or substantially modified Software.
b. Software that is not the then - current release. or a Previous Sequential Release;
c. Errors caused by Licensee's negligence, hardware malfunction, or other causes beyond the reasonable control of
PeopleSoft;
d. Software installed in a hardware or operating environment not supported by PeopleSoft; and
e. Third party software not licensed through PeopleSoft.
10. General
All Updates provided to Licensee are subject to the terms and conditions of the Agreement.
PeopleSoft shall not be liable for any failure or delay in performance of the Support Services due to causes beyond its
reasonable control. Any illegal or unenforceable provision shall be severed from these Terms and Conditions. Licensee
agrees that any information received pursuant to these Terms and Conditions shall be deemed subject to the non-
disclosure obligations set forth in the Agreement. The Support Services Terms and Conditions states the entire
agreement of PeopleSoft's provision of Support Services to Licensee and may only be amended by a written amendment
executed by both parties.
11. Definitions
Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as set forth in the Agreement
and applicable Schedule.
"Enhancement" means technical or functional additions to the Software to improve software functionality and/or
operations. Enhancements are delivered with new releases of the Software.
"Error" means a malfunction in the Software which degrades the use of the Software.
"Fix" means the repair or replacement of source or object or executable code versions of the Software CO remedy an
Error.
"Previous Sequential Release" means a release of Software for use in a particular operating environment which has
been replaced by a subsequent release of the Software in the same operating environment. A Previous Sequential Release
will be supported by PeopleSoft for a period of eighteen (18) months after release of the subsequent release. Multiple
Previous Sequential Releases may be supported at any given time.
"Priority A " means an Error that (I) renders the Software inoperative; or (2) causes the Software to fail
catastrophically.
"Priority B " means an Error that affects performance of the Software, but does not prohibit Licensee's use of the
Software.
"Priority C ".means an Error t causes only a minor impact of the use of the Software.
"Update" means all published revisions to the Documentation and one (1) copy of the new release of the Software which
are not designated by PeopleSoft as new products for which it charges separately.
"Workaround" means a change in the procedures followed or data supplied to avoid an Error without significantly
impairing performance of the Software.
Sef'ware Support Services Terms and Condlkons
Re, 1198
Page 3 of 3
TOTAL P.11
Addendum No. 1 to Software License and Services Agreement
This Addendum No. 1 is made as of , 1998, to the Software License and Services
Agreement by and between PeopleSoft USA, Inc. ( "PeopleSoft") and the City of Round Rock,
Texas ("Licensee").
Wherefore, in consideration of the mutual promises contained herein, the Software License and
Services Agreement ("Agreement") by and between PeopleSoft and Licensee made as of
, 1998 is modified as follows:
1. Section 2.1 d of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
d. Disclose the results of Software performance benchmarks to any third party
without PeopleSoft's prior written consent, except as permitted pursuant to Section 14;
2. Section 3.2 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
3.2 Licensee will be responsible for any use and sales taxes applicable to governmental
entities. Overdue payments shall bear interest at the lesser of twelve percent (12 %) per annum or the
maximum rate allowed under applicable law This subpart shall also apply to any payments for software
support services.
3. Section 4.2 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
4.2 Title to the physical media for the Software vests in Licensee upon
delivery. PeopleSoft represents that the Software contains valuable proprietary
information. Except as permitted pursuant to Section 14, Licensee shall not
disclose the Software to anyone other than those of its employees or consultants
under nondisclosure obligation who have a need to access the Software for
purposes consistent with this Agreement. This section shall not prohibit Licensee
from giving third parties access to the Software through the Internet or other
means, such as a kiosk, if such access: (i) does not include installation of any part
of the Software upon the third party's computer; (ii) does not give the third party
any ability to copy the Software; and (iii) does not give the third party any access
to the Software's source code. Each full or partial copy of the Software made by
Licensee shall have all copyright and proprietary information notices as affixed to
the original.
4. Section 5 of the Software License and Services Agreement is deleted in its entirety
and replaced as follows:
5. PATENT AND COPYRIGHT INDEMNITY
1
PeopleSoft shall indemnify and defend Licensee against any claims that the
Software infringes any United States or Canadian patent or copyright; provided
that PeopleSoft is given prompt notice of such claim and is given information,
reasonable assistance, and sole authority to defend or settle the claim. In the
defense or settlement of the claim, PeopleSoft shall, in its reasonable judgment and
at its option and expense: (i) obtain for Licensee the right to continue using the
Software; or (ii) replace or modify the Software so that it becomes noninfringing
while giving equivalent performance. PeopleSoft shall have no liability to
indemnify or defend Licensee to the extent the alleged infringement is based on: (i)
a modification of the Software by anyone other than PeopleSoft, or (ii) use of the
Software other than in accordance with the Documentation. In the event of
litigation Licensee shall have the right to have such litigation monitored by its
counsel, at Licensee's expense. Licensee's right to monitor does not include any
right to participate in scheduling or to object to the date or place that a given
litigation - related activity will take place..
5. Section 6.3 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
6.3 Within thirty (30) days after termination of this Agreement, Licensee shall
certify in writing to PeopleSoft that all copies of the Software in any form,
including partial copies within modified versions, have been destroyed or returned
to PeopleSoft.
6. Section 8 of the Software License and Services Agreement is deleted in its entirety
and replaced as follows:
S. LIMITATION OF LIABILITY
EXCEPT FOR VIOLATIONS OF PEOPLESOFT'S INTELLECTUAL OR
PROPRIETARY RIGHTS, NEITHER PARTY WILL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS,
HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. PEOPLESOFT'S LIABILITY FOR
DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED
THE AMOUNT PAID BY LICENSEE TO PEOPLESOFT FOR THE
SOFTWARE OR THE SERVICES AS TO WHICH THE CLAIM AROSE,
EXCEPT FOR: (I) DAMAGES INCURRED UNDER THE ARTICLE
ENTITLED "PATENT AND COPYRIGHT INDEMNITY; "AND (II) CLAIMS
FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGE TO THE
EXTENT CAUSED BY PEOPLESOFT. . THE PARTIES AGREE TO THE
ALLOCATION OF LIABILITY RISK SET FORTH IN THIS SECTION.
7. Section 13 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
2
13. ASSIGNMENT
Neither party shall assign this Agreement without the prior written consent of
other. Provided, however, PeopleSoft may assign this Agreement without
Licensee's consent in the event of an internal corporate reorganization where the
assignee is adequately capitalized by generally accepted accounting standards or in
the event of a merger or acquisition of a majority of PeopleSoft shares. No
subsequent transfer of this Agreement by PeopleSoft shall have any effect upon
Licensee's right to use the Software in accordance with this Agreement, and any
assignee shall be bound by the terms of this Agreement as if it had executed the
Agreement.
8. Section 14. 1 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
14.1 The terms, conditions, pricing and any other information clearly marked
"confidential" under this Agreement are confidential and shall not be disclosed,
orally or in writing by Licensee to any third party without the prior written consent
of PeopleSoft. Licensee is a governmental entity subject to disclosure obligations
under the Texas Public Information Act or successor statute or regulation,
Licensee agrees that the terms, conditions, and pricing under this Agreement will
be disclosed only pursuant to requests made in accordance with the relevant
statute or regulation, and that any other information clearly marked "confidential"
under this Agreement shall be treated as information identified by PeopleSoft as
confidential, trade secret, commercially sensitive information, and will not be
disclosed without affording PeopleSoft a full opportunity as permitted by the
relevant law or regulation to establish that such information is exempt from the
disclosure obligation,
9. Section 15 of the Software License and Services Agreement is deleted in its
entirety and replaced as follows:
15. GENERAL
This Agreement is made in and shall be governed by the laws of the State of Texas,
excluding choice of law principles. Venue shall be in Williamson County, Texas,
with Federal venue in the nearest federal court to the City of Round Rock. The
section headings herein are provided for convenience only and have no substantive
effect on the construction of this Agreement. No purchase order or other ordering
document that purports to modify or supplement the printed text of this
Agreement or any Schedule shall add to or vary the terms of this Agreement. All
such proposed variations or additions (whether submitted by PeopleSoft or
Licensee) are objected to and deemed material unless agreed to in writing. Except
for Licensee's obligation to pay PeopleSoft, neither party shall be liable for any
failure to perform due to causes beyond its reasonable control. If any provision of
this Agreement is held to be unenforceable, this Agreement shall be construed
3
without such provision. The failure by a party to exercise any right hereunder shall
not operate as a waiver of such party's right to exercise such right or any other
right in the future. This Agreement may be amended only by a written document
executed by a duly authorized representative of each of the parties. This
Agreement may be executed in counterparts. To expedite order processing,
Transmitted Copies are considered documents equivalent to original documents,
however Licensee agrees to provide PeopleSoft with one fully executed original
Agreement and applicable Schedule(s),
This Agreement, the Addendum and the Schedule(s) ( "Agreement ") constitute the
entire agreement between the parties concerning Licensee's acquisition and use of
the Software. This Agreement replaces and supersedes any prior verbal or written
understandings, communications, and representations between the parties. This
Agreement may be executed in counterparts, which taken together shall be
considered original.
10. FISCAL FUNDING Licensee's ability to commit funds for payment in future
fiscal years is subject to allocation of funds by the governing body of the City of Round
Rock. Licensee's fiscal year ends September 30 Licensee agrees that it will not execute a
Schedule unless the funds to pay for the license on that Schedule are appropriated and
encumbered for payment of the software license fee, regardless of timing of payment. At
Licensee's request, the parties will work together to align Licensee's Software Support
Services year with its fiscal year, so that Licensee will not have a Software Support
Services term which falls into more than one fiscal year. Licensee may terminate Software
Support Services due to non - allocation of funding. If the Software Support Services term
falls into more than one fiscal year, and if Licensee must terminate Software Support
Services due to non - allocation of funding during a term other than the initial included year,
Licensee will be entitled to a partial refund of the prepaid Software Support Services fee
or a partial abatement if fees have not been prepaid. Because Software Support Services
are not delivered in equal increments and delivery of new releases is a significant part of
the value of Software Support Services, Licensee will receive a refund or abatement in
accordance with the following:
i. If Licensee has not received a new Enterprise Release or Feature Release
during the Software Support Services term, the refund will be a pro -rata refund or
abatement based upon the proportionate period of Software Support Services
remaining after the date of termination.
ii. If Licensee has received a new Enterprise Release (Includes significant new
functionality, designated by a single numeral to the left of the decimal point, as in
HRMS 5) during the Software Support Services term, the refund or abatement
will be pro -rata in accordance with the proportionate period of Software Support
Services remaining after the date of termination, but based upon sixty percent of
the annual Software Support Services fee.
4
iii. If Licensee has not received a new Enterprise Release, but has received a
new Feature Release (Includes new features or functions, designated by a single
numeral to the right of the decimal point, as in FIRMS 5.1) during the Software
Support Services term, the refund or abatement will be pro -rata in accordance with
the proportionate period of Software Support Services remaining after the date of
termination, but based upon ninety percent of the annual Software Support
Services fee,
11. Year 2000: As part of the warranty of substantial conformity to Documentation
contained in the Software License and Services Agreement, PeopleSoft warrants that the
Software is Year 2000 compliant and will correctly address and operate accurately. (1) the
change of the century in a standard compliant manner, including both the Year 2000 and
beyond; (2) the existence and absence of leap years; and (3) date related operations.
Compliance means that the Software operates and correctly processes in a manner that:
(i) calculations using dates execute utilizing a four digit year; (ii) the Software
functionality, including but not limited to, entry, inquiry, maintenance and update (whether
on -line, batch or otherwise)supports four digit year processing; (iii) successful transition
to the Year 2000 using the correct system date occurs without human intervention; (iv)
after the transition to the Year 2000, processing with a four digit year shall occur without
human intervention; (v) all leap years shall be calculated correctly; and (vi) correct results
shall be produced in forward and backward date calculation spanning century boundaries
(there are no years stored as two digits). As this warranty is part of the warranty of
substantial conformity to Documentation contained in the Software License and Services
Agreement, the same conditions apply to it.
13. All payment of taxes, whether in the Software License and Services Agreement,
Addendum, Schedule, or Software Support Services Terms and Conditions, will be
governed by Section 3.2 of the Software License and Services Agreement, as amended by
this Addendum,
Except as set forth above, the Software License and Services Agreement is unchanged.
ACCEPTED BY: ACCEPTED BY:
City of Round Rock
Authorized Signature
Printed Name and Title
PEOPLESOFT USA, INC.
Authorized Signature
Printed Name and Title
5
Addendum stn the
Software License And Services Agreement
Between
the City of Round Rock and PeopleSof USA, Inc.
THIS Addendum to the Software License And Services Agreement ("Addendum ") is made and entered into on April
1998 ( Addendum Effective Date') by and between PeopleSoft USA, Inc. ("PeopleSoft ") and the City of Rotted Rock
( "Licensee').
WITNESSETH:
THAT, for and in consideration of the mutual promises herein contained, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties to this Addendum, intending to be legally bound, hereby agree that the
Software License And Services Agreement between the parties, dated April • 1998 (`Agreement ") is addended to
provide as follows:
1. Dt fleitione Unless otherwise defined herein, capitalized terms used in this Addendum shall have the same meaning
as those used in the Agreement.
"Enhanced Oracle Runtime Program" means the Oracle database binary software, updates and a soitcopy of' documentation
for use on Licensee's Iignared hardware.
2. Use of Enhanced Oracle Runtime Program. PeopleSof grants Licensee a perpetual, nonexclusive license to tae the
E n ha nce d Oracle Runtime Program' (i) solely with the PaopleSoft Software; (ii) to create new tables or alter tables only to the
extent necessary to implement Software functions; and (iii) for Licensee's internal use in the United Stares or Canada on a
single designated server with one (1) CPU(s) limited to forty (40) Concurrent Oracle Runtime Program Users; and (iv) for
customizing the database scheme within the scope of the Enhanced Oracle Runtime Program data repository.
Licensee shall not:
a) use the Software to modify Oracle SQL +Forms or generate new Oracle SQL'Forms;
b) use the Fnhanced Oracle Runtime hrogrorn for general database management purposes;
c) export or transfer the Enhanced Oracle Runtime Program outside of the United States or Canada;
d) use the Enhanced Oracle Runtime Program in any nuclear, aviation, mass transit or medical appliwdoo or in
any inherently dangerous application environment; and
e) use the Enhanced Oracle Runtime Program "create" or "alter" commands or other commando to create tables
m alter Mies outside the scope of operation of the Software.
3. Enhanced Oracle Rsmahee Program license Fees Licensee we to pay one hundred percent (100%) of the Taal
Fees listed below for the license of the Enhanced Oracle Rumble Program o receipt of the PeopleSof invoice. The
Technics' Support for for the initial year following the Addeadn. Effeedve Date, as sot forth below, shall be paid to
PeopleSof . Technical Support fists for subsequent years shall be determined and asmaoed by Oracle. All fees are payable In
U.S. dollars and shall be sent to the attention of PeopleSoft's A000e ma Receivable Department.
Oracle 7 Server, SQL•Net (lbr all clients), a copy of restricted use SQL•PIus for installing the Oracle
Server only, Netaortdng Kit, Distributed Option, Advanced Replication Option, Parallel Query OPtron
(including bitmap indexes and parallel bitmapstar query), MPL Advanced Backup and Recovery,
Advanced Queuing and Connection Manager, 64-bit Option, OCL ODBC Driver, Web Agent, Objects
for OLE, Bitmap Indexin Enterprise Manager and Enterprise Backup Utility LICENSE FEE
FIRST YEAR TECHNICAL SUPPORT PEE'
TOTAL FEES
Hardtvare/Medd M: � Operadn[ System: NT
4. Imealktion and Technical Sapport Service. lnetalatice of the Enhanced Oracle Runtime Program for one server
shall be furnished by PeopleSoll at no additional fee. Technical Support (Saver Support Maintenance) of the Enhanced Oracle
Runtime Program shall be provided directly by Oracle Corporation. PeopieSoft shall have no obligation to provide technical
support or maintenance for the Enhanced Oracle Runtime program. Licence shall be required to sign a standard Oracle
Technical Support Services Agreement ( "TSSA ") in order to receive Technical Support Service from Oracle.
S. General In the event of any conflicts or inconsistencies between the provisions of this Addertdrtns and the Agreerncnt
and/or any addenda thereto, the provisions of this Addendum shall prevail. The remainder of the Agreement shall remain in
full force and effect, unantended
THE CITY OP ROUND ROCK
Authorized Signature
Printed Name and Title
PZOPLESOFT USA, INC.
Authorized Signature
Printed Name and Title
c Oracle requires PeopleSott to collect the initial year Technical Support Pee, and PbopleSoft puma such fee on to Oracle.
USSiO,000
USS14,640
beta
TECHNICAL SUPPORT SERVICES AGREEMENT
This Technical Support Services Agreement (the "Agreement") is between Oracle Corporation with its principal pyre of business
at 500 Onsets Parkway, Redwood City. California 84065 ("Oracler) and City d Round Rode, Texas (legal name) with Its principal
place of business services Main Street, Round Roar, Teas 78684 ( The terms of this Agreement shall apply to the
provided by Oracle for each Supported Program License under this Agreement
I. DEFINITIONS
1.1. "Program" shall mean: the software in object code
form arced or distributed by Oracle for which
Customer has been granted a license pursuant to a
license agreement between Customer and Oracle, or
an agreement between Customer and an authorized
Oracle retailer ( "License Agreement"); and the media.
Documentation and Updates therefor.
1.2. "Documentation" means the user guides and manuals
for Installation and use of the Program software.
Documentation is provided in CD-ROM or bound form,
whichever is generally available.
1.3. "Update(s)" shall maim subsequent releases of the
Programs which Oracle generally makes available for
Program licensee at no additional license fee, other
than media and handling Charges, provided Customer
has ordered Technical Support for such licenses for the
relevant time period. Update shall not include any
releases, options or future products which Oracle
licensee separately.
1.4. "Order Form" means the document in hard copy or
electronic format by which Customer Technical Support
services, and which is agreed to by the parties. The
Order Forms shall identify the License Agreement
under which Customer received the applicable Program
licenses and shall reference this Agreement by its
€ rective Date.
1.3. "Designated System" shall mean the computer
hardware and operating system designated on the
relevant Order Form.
1.L "Technical Support' shed mean the Program support
services provided under Oracle's policies in affect on
the date Taclhnlal Support is ordered.
it TECHNICAL SUPPORT SERVICES
2.1. Ordering Tschnicaf Support Service
Technical Support services ordered by Customer under
this Agreement will be provided under Oracle,
Technical Support policies In effect on the lots
Technical Support is ordered.
2.2. Rights Granted
A. use to 10 Cuoiyt. a nonexclusive license to
obtains under this
Agreement, as provided under the License Agreement
and as follows: (I) to use the Updates Solely for
Customers operations on the Designated System or on
a backup system if the Designated System is
inoperative, consistent with the use limitations specified
a referenced in the License Agreement, this
Agreement, an Order Form, or the Dacumerroation.
Customer may not reiiansa, rend or lease the Updates
or use the Updates for third -party training, commercial
timrshering, rental or service bureau use; (11) te 6aa
the Documentation provided with the Updates in
support of Customer's authorized use df die Programs:
( iii) to copy the Updates for archMal or beckup
purposes; no other copies shall be made without
Oracle's prior written consent. M titles, trademarks,
copyright and restricted rights notices she be
reproduced in such copies, and (iv) to allow third
parties to use the Updates for Customer's operations
so long as Customer ensures that use of the Updates is
in accordance with the terms of thls Agreement.
Customer shall net copy or use the Updates (including
the Documentation) except as specified In this
Agreement or an Order Form. Customer shall have no
right to use any other software program that may be
delivered with Updates,
B. Customer agrees not to cause or permit the reverse
engineering, disassembly or decomplletion of the
Programs and Updates. eas to the extent required to
obtain Interoperability with other independently created
software or as specified by law.
C, Oracle shell retain all title, copyright and other
proprietary rights in the Updates and all modifications,
enhancements, and other works derivative of the
Programs end Updates. Customer does not acquire
any rights, express, or Implied, in the Updates, other
than those specified in the Agreement
2.3. Transfer and Assignment
A. Customer may transfer a Program license or
Update within its organization upon notice to Oracle:
transfers ore subject to the terms and fees specified In
Oracle's trensfer policy in effect at the time of the
transfer.
8 Customer may not assign this Agreement or
transfer a Program license to a legal entity separate
from Customer without the prior written consent of
Oracle, Oracle shall r Ct unreasonably withhold or
delay such consent.
2.4 Verification
On Oracle's amen request, not more frsqusrdty than
annually, Customer shall furnish Oracle with a signed
certification verifying that the Updates are being used
pursuant to the provisions of the sppifoeble Liaise
Agreement, and this Agreement, and applicable Order
Fame. Omelo rrmy audit Customers use of the
Updaas. Any such audit shall be conducted during
regular business hours at Customer's facilities and
shalt not unreasonably interfere with Customers
business salvltfa. If an audit reveals that Customer
hM underpaid few to Owls, Customer shall be
Invoked for such underpaid fees. Audits shall be
conducted no more than epos annually.
lit TERM AND TERMINATION
3.1. Term
Technical Support services shell be provided to
Customer for Me period specified In the applicable
Order Fans. This Agreement shall remain in effect
unless terminated as provided Wow.
3.2. Termination
Customer may terminate Technical Suppat services at
any time: Oracle may terminate this Agreement or
Technical Support upon written notice if Customer
breaches this Agreement or the License Agreement and
fails to correct the breach within 30 days teeming
written notice specifying the breach.
3.3. Effect of Termination
Termination of this Agreement or any license shell not
limit either party from pursuing any other remedies
avertable to it, including injunctive relief, nor shall such
temwlnabon relieve Customer's obligation to pay all fees
that have accrued W that Customer has agreed to pay
under any Order Form. The parties' rights and
obligations under Sections 2.2.8, 2.2.C, 2,3.B, 2.4 and
Articles lll, IV, V and VI shall survive termination of this
Agreement.
IV. INDEMNITY, WARRANTIES, REMEDIES
41. Infringement Indemnity
Oracle will defend and indemnify Customer against a
claim that Updates infringe a copyright or patent,
provided that (9) Customer notifies Orac in writing
within 30 days of the claim; (b) Oracle has sole control
of the defense and all related settlement negotiations;
and (c) customer provides Oracle with the assistance,
information and authority necessary to perform
Oracle's obligations under this Section. Oracle will
reimburse Customer's resecnable coot- pocket
expenses incurred by Customer in providing such
assistance wdl be reimbursed by Oracle. Oracle shall
have no liability for any claim of infringement based on
use of a superseded or shared release or the Programs
or Updates it the Infringement mould have been avoided
by the use of • current unaltered Update relines which
Oracle provides to Customer.
In the event the Updates are held or are believed by
Oracle to infringe, Oracle shall have the option, at its
expense. to (a) modify the Updates to be nonfnfringing;
or (b) obtain for Customer a license to continue using
the Updates. M It Is not commercially reasonable to
perform either of the above options, then Oracle may
terminate the license for the irdringing Updates and
refund the Technical Support fess paid for Vices
Updates during the applicable support year in which
Section 4.1 states Oracl entire llablilty and
Customer's exclusive remedy for Infringement
4.2. Warranties and Disclaimers
A. Updates warranty
Oracle warrants that during the applicable Technical
Support Term the Updates, unless modified by
U will the functions descritxad in the
8. Media Warranty
Oracle warrants the tapes, diskettes or other media will
be free of defaces in materials and workmanship under
normal use for 90 days from de1Nry.
C. Services Warranty
Oracle warrants that Its Technical Support services war
Indwtry standards, This warranty shell la for 90
days from performance of Technical Support services.
D. Limitations on Warranties
THE WARRANTIES ABOVE ARE EXCLUSIVE AND
IN LIEU OF ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Oracle does not reliant that the Updates well
operabs In combinations other than as specified in
the Documentation or that Inc operation of the
Updates will be unlrtterruptad or error -free.
4.3. Exclusive Remadles
For any breech of the warranties contained In Section
4.2 above, Customer's exclusive remedy. and Oracle's
entire liability, shall be:
0. For Updates
The correction of errors that cause the breach of
warranty, or if Oracle Is unable to make the Update
operate as warranted, Customer shall be entitled to
recover the Technical Support SeMaea fees paid to
Oracle for the applicable Update during the current
support year,
B. For Media
Tree replacement of defective media returned within 90
days of delivery.
C. For Services
The reperformance of Inc services or 9 Omega is
unable to perform the services as warranted Customer
shall be entitled to recover the fees paid to Oracle for
the unsatisf3Ctcry services.
V. Payment
6.1. Invoicing and Payment
All fees shall be due and payable 30 days troth the
Invoice date. Any amounts payable by Customer
hereunder welch remain unpaid after the due data shell
be subject to tats charge equal to 1.5% per month from
the due date until suctr amount is paid. Customer
agrees to pay applicable media and shipping charges.
Customer shell issue a purchase Order, or alternative
document acceptable to Oracle, on or before the
Effective Date of the applicable Order Form.
5.2. Tastes
The Technic. SuPaet soMces fees fisted In the Price
List do not include taxes; if Oracle is required to pay
Ludes, tae, property, value-added or Cher taxes based
on the licensee or services granted wider this
Agreement or on Customers use of Updates or
services, than such tares shell be billed to and paid by
Customer. This Section shell not apply to bases based
on Oracle's Income.
VL GENERAL TERMS
S.t. Nondisclosure
By Whirl of this Agreement, the parties may have
apcats to Irdofnatipn that is confidential to one another
("Confidential information•). Confidential Information
shell be embed to the Updates, the terms and pricing
warder this Agreement end all imorm don dears
idead as confidential. A party's Conedenlial
Mlh
information shell not Include Information that (a) le a
becomes • pert of the public domain through nd act or
omission d the wxher party, (b) sae in the other party's
lawful possession prior to the disclosure and had net
been ableined by the other party either directly or
Indirectly from the disclosing party; (c) Is lawfully
disclosed to the other party by a third party vtithout
restriction on disclosure; or (d) Is Independently
developed by the other tarty Customer shall not
disclose the results of any benchmark tests of the
Programs to any third party without Oracles prior
written approval. The parties agree to hold each other's
ConfideMll Information in confidence during the term
of this Agreement and for a period of two years after
termination of tole Agreement. The parties agree, that
unless required by law. not to make each other's
Confidential Information available in any form to any
third party for any purpose other than the
implementation Of this Agreement Each party agrees
to take all reasonable steps to ensure the Confidential
Information is hot disclosed or distributed by its
employees or agents in violation of the terms of this
Agreement.
0.2. Governing Lew
This Agreement, and all matters arising out of or
relating to this Agreement, shall be governed by the
laws of the State of California.
0.3. Jurisdiction
Any legal action or proceeding reefing to this
Agreement shall be instituted in any slate or federal
aturt in an Francisco or San Mateo County,
California. Oracle and Customer agree to submit m the
jurisdiction or, and agree that venue is proper in, these
courts in any such legal action or proceeding.
6.4. Notice
All notices, including notices of address mange,
required to De sent hereunder shall be in writing and
shell be deemed tb have been given when mailed by
first class mall to the first address listed in the relevant
Order Form (If to Customer) or to the Oracle address
on the Order Forrn (if to Otacie). To capad @a order
processing, Customer agrees that Oracle may treat
documents faxed by Customer to Otade es original
documents; nevertheless, either party may require the
other parry to exchange original signed documents.
8.6. Limitation of Liability
In no event shall either party he Heide for any
Indirect, incidental w
aPeclaf ar oarqu.auel
apse far lore of profits, revenue,
date
party, In anion neon � or tort, sv
K the debar party has been advised of the
The Effective pate of this Agreement shall be 10 April, 1999
Executed by CITY OF ROUND ROCK TEXAS
BY:
Name;
Tide:
Address:
Authorized Signeture
possibility of such damapaa. Oracle's Habit ty for
damages hereunder shall In no pent exceed the
amount of rase paid by Customer under this
Agreement during the twelve (12) month period
prier to the date the applicable claim arose. The
provisions of this Agreement allocate the risks under
this Agreement between Oracle end Customer.
Oracles pricing reflects this allocation of risk and the
limitation or liability specified herein.
co. Severebllity
In the event any portion of this Agreement Is held to be
invalid or unenforceable, the remaining terms of this
Agreement will remain in full force.
0.7. Waiver
The walver by either party of any default or breech of
this Agreement shall not constitute a waiver of any
other or subsequent default or breech. Except for
actions for nonpayment or breech of Oracle's
proprietary rights In the Programs, no action,
merciless of form, arising out d this Agreement may
be brought by either party more than two years after
the muse d action has accrued.
sea. export Administration
Customer agrees to g rnply fully with all relevant export
Tens and regulations of the United States ( "Export
Laws ") to assure that neither the Programs, the
Updates, nor any direct product thereof are (1)
Imported, directly or indirectly. in violation of Export
Laws; or (2) are Intended to be used for any purposes
prohibited by the Export Laws, including. wthout
limitation, nuclear, chemical or biological weapons
proliferation.
art Entire Agreement
This Agreement constitutes the complete agreement
between the parties and supersedes MI prior OF
wntten eons a concerning or representa1
the subject motte of this
Agreement. This Agreement may not be modified or
amended meta in a writing signed by a duly
authorized representative of each party; no other ad,
document, usage or custom shell be deemed to amend
or modify this Agreement It is eepressly agreed that
the toms of this Agreement and any Order Form shell
supersede the toms in any Customer put has° order
or other ordering document.
Etriouled by ORACLE CORPORATION
By:
Authorized Signature
Name
The
Address: S00 Oracle Parkway, Redecod City, CA
DATE: April 3,1998
SUBJECT: City Council Meeting, April 9, 1998
ITEM: 10.C.2. Consider a resolution authorizing the Mayo to execute an
agreement with PeopleSoft USA, Inc. for computer software
licensing and services. The agreement provides application and
operating software, training, software installation and software
support services for the City's financial operations. The contract
value is $299,640 and is included in the amended operating
budget. Staff Resource Person: David Kautz, Finance Director
Through a competitive proposal process, on -site scripted demonstrations, interviews,
negotiations, and site visits to v endor clients, staff has selected the PeopleSoft financial
systems application software for the City's accounting, budget, financial reporting,
purchasing, fixed asset management, capital projects management and accounts
payable systems.
Allied Consultants, Inc. is the implementation partner for PeopleSoft software. The
implementation phase of the software requires a minimum time frame of 6 months with
the deadline for having the software installed and operable October 1, 1998 (the
beginning of the City's fiscal year).
The agreement with PeopleSoft includes the license for financial accounting software,
annual support services (under a separate recurring cost), database management
software, on -site installation support and documentation for all software.