HomeMy WebLinkAbout941343.tiff Agreement#
SOFTWARE END USER LICENSE AND SERVICES AGREEMENT
This agreement ("Agreement") is made as of July 20 1994 ("Effective Date")by and between
PeopleSoft, Inc. ("PeopleSoft"), a Delaware corporation having its principal place of business at 1331 North California
Boulevard, Walnut Creek, California 94596 and
Name: Weld County ("Licensee")
Address: 915 10th Street
Greeley, CO 80631
This Agreement and the Schedules constitute the entire agreement between the parties concerning Licensee's use of the
Software. No purchase order, other ordering document, or any handwritten or typewritten text which 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.
This Agreement replaces and supersedes any prior verbal understandings, written communications, and representations,
including any unsigned license agreement included in any package for PeopleSoft furnished software, except terms
contained in such unsigned license agreement that limit usage of the Software.
THE TERMS AND CONDITIONS HEREIN ARE ACCEPTED AS PART OF THIS AGREEMENT.
Approved As to
fo
LICENSEE PEOPLESOFT, INC.
In"al Date
%-„,-7,0//)
Authorized Signature Authorized Signature
W. H. Webster, Chairman of the Board a4E2�y, —;;/1/ 6[d24/a9
Printed Name and Title Printed Name and Title
TERMS AND CONDITIONS
1. License
1.1 PeopleSoft grants Licensee a perpetual, non-exclusive, nontransferable license to use the licensed number of
copies of the Software, solely for internal data processing operations, on Server(s) at the Site up to any maximum
number of applicable designated Users specified in the applicable Schedule. Any third party software products or
modules provided by PeopleSoft to Licensee shall be used solely with PeopleSoft Software. Licensee may use the
Software temporarily on a machine other than the Server in the event that the Server is inoperable. Licensee may
make one (1)copy of the Software solely for archive or emergency back-up purposes. Licensee may 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.
1.2 PeopleSoft shall provide Licensee with one(I)copy of the Software and two (2)printed sets of Documentation.
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 or modify the Software;
b. cause or permit reverse compilation or reverse assembly of all or any portion of the Software;
ORIGINAL
Page 1 of 4 Rev.May 1994
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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 or third party training;
d. disclose the results of Software performance benchmarks to any third party without PeopleSoft's prior
written notice;
e. transfer the Software to a different computer, location or Site without the prior written consent of
PeopleSoft(such consent not unreasonably withheld)and payment of any additional fees which may be
due;
f. export the Software in violation of U.S. Department of Commerce export administration regulations;
g. invoke support libraries other than through documented API calls; and
h. use PeopleTools in a non-Software development environment.
2.2 No license, right, or interest in any PeopleSoft trademark, trade name, or service mark is granted hereunder.
3. Fees and Payment Terms
3.1 Licensee shall pay PeopleSoft the fees as specified in each applicable Schedule and all associated shipping costs.
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.
4. Title and Protection
4.1 PeopleSoft (or its third-party providers) retains title to all portions of the Software, any modifications to the
Software developed with PeopleTools, and any copies thereof. Title to the physical media for the Software vests
in Licensee upon delivery. The Software contains valuable proprietary information, and Licensee shall not
disclose the Software to anyone other than those of its employees or consultants under nondisclosure obligations
who have a need to know for purposes consistent with this Agreement. Licensee shall affix, to each full or partial
copy of the Software made by Licensee, all copyright and proprietary information notices as affixed to the
original. The obligations set forth in this paragraph shall survive termination of this Agreement.
4.2 The Software may be transferred to the U.S. government only with the separate prior written consent of
PeopleSoft and solely with "Restricted Rights" as that term is defined in FAR 52.227-19(c)(2) (or DFAR
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 may obtain for Licensee the right to continue using the Software, replace or modify the
Software so that it becomes noninfringing while giving equivalent performance. PeopleSoft shall have no liability
if the alleged infringement is based on: (i) a modification of the Software by anyone other than PeopleSoft; (ii)
use of the Software with equipment not listed in a Schedule; or(iii)the use of the Software other than in
accordance with the Documentation.
6. Default and Termination
6.1 Any of the following shall constitute an event of default:
a. Licensee fails to perform any of its obligations under the sections entitled "License Exclusions" or "Title
and Protection" ; or
b. Either party fails to perform any other material obligation under this Agreement and such failure remains
uncured for more than thirty (30)days after receipt of written notice thereof.
Page 2 of 4 Rev.May 1994
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.
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
PeopleSoft warrants that it has title to the Software and the authority to grant licenses to use the 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 installation. PeopleSoft's sole obligation is limited to repair or
replacement of the defective Software, provided Licensee notifies PeopleSoft of the deficiency within the one-year
period and provided Licensee has installed all Software updates provided by PeopleSoft's Software Support
Services. PEOPLESOFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
8. Limitation of Liability
PEOPLESOFT WILL NOT BE LIABLE FOR 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",
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 FROM WHICH THE CLAIM AROSE. THE PARTIES AGREE TO THE ALLOCATION OF
LIABILITY RISK WHICH IS SET FORTH IN THIS SECTION.
9. Software Support Services Terms and Conditions
On the 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 (receipt of which is hereby
acknowledged). After the first year, Licensee may elect to acquire Software Support Services by paying
PeopleSoft the then current applicable fees.
10. On-Site Support
PeopleSoft shall provide Licensee with support at the Site for the Software as set forth in the Schedule. For a
period of six(6) months from the Effective Date, support days not used during the installation phase may be used
for other implementation support. 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 Site training as the parties mutually agree in
writing. Licensee must use these training units within one (1)year from the Effective Date.
12. Notices
All notices shall be in writing and sent by first class 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 PeopleSoft
shall be sent to the Legal Department.
Page 3 of 4 Rev.May 1994
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 are
confidential and shall not be disclosed, orally or in writing by Licensee to any third party without the prior
written consent of PeopleSoft.
14.2 Licensee shall protect the Software with at least the same degree of care and confidentiality which Licensee
utilizes for similar Licensee information which it does not wish disclosed to the public. Licensee may provide
access to and use of the Software only to those third parties, (undertaking similar nondisclosure obligations),
providing services concerning Licensee's use of the Software.
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. 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 nonpayment 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.
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.
"Schedules" means the product schedules which specifically reference this Agreement and which have been
executed by the parties.
"Server" means a single database or file server which may be accessed by a network of personal computers.
"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 binary computer software programs(including corresponding source
code)provided by PeopleSoft or made by Licensee with PeopleSoft's prior written consent, in machine-readable
form and including all listed in the applicable Schedule and all corrections or updates thereto. Software includes
the third-party software as identified in the Schedule. Software does not include source code to PeopleTools.
"Transmitted Copies" means this Agreement, Schedules and other ordering documents which (i) contain no
modifications or amendments to this Agreement; (ii)are copied or reproduced and transmitted via photocopy,
facsimile or process that accurately transmits the original documents; and(iii)are accepted by PeopleSoft.
"User" means an individual authorized by Licensee to use Software on the Server.
Page 4 of 4 Rev.May 1994
Agreement/I
SCHEDULE
TO
SOFTWARE END USER LICENSE AND SERVICE AGREEMENT
(PeopleSoft HRMS)
This Schedule is made as of July 20, 1994 1994("Schedule Effective Date")by and between PeopleSoft, Inc.
("PeopleSoft")and Weld County ("Licensee"). This Schedule is part of the License Agreement #
between the parties dated July 20, 1994 1994 ("Agreement"). PeopleSoft's standard
Support Services Terms and Conditions shall be a part of this Schedule only in the event Licensee elects to purchase 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.
ACCEPTED BY: ACCEPTED BY; Approved As To
Las OFIf:4444_00Le
LIC/� EE ' ( ESC. trial ;:"ciltar ABthorized Signature Au razed Signature
W. H. Webster, Chairman of the Board / ms`s i "'✓A4e9 6„e' 4.6e
Printed Name and Title Printed Name and Title
Per Copy Production Test & License
License Fee Copies Development Fee
Copies
HRMS Software
Human Resources $95,000 One Zero $95,000
Benefits Administration $57,000 One Zero $57.000
FSA Administration $29,000 One Zero $29,000
Payroll $95000 One Zero $95,000
Subtotal from Page 1: $276,000
Subtotal from Page 2: $35,000
Discount 41.5% ($120,965)
TOTAL FEES: $181,935
Database Version: Oracle J Operating System: Hardware Model:
Depending on the Database Version licensed,Licensee receives the applicable items listed below:
Qty. DB2 Rdb1 SOLBase SOL Server All Other
Database 1 N/A N/A included N/A N/A
SQR for DOS Workstations/LAN 1 included N/A included included included
SQLHost 1 included N/A N/A N/A N/A
SQLGateway 1 included2 N/A N/A N/A N/A
PeopleTools-Restricted Development 1 included included included included included
Training Units 45 included included included included included
Support Days3 5 included included included included included
Documentation 2 included included included included included
1The server version of SQR must be licensed.
2Each additional SQL Gateway to DB2 may be licensed for$4000 per gateway.
3One(1) Support Day is equivalent to an eight(8)hour work day.
HRMS Schedule Page I of 2 ORIGINAL Rev.May 1994
ADDITIONAL SOFTWARE/SERVICES
Software/Service Manufacturer Per Item Fee Quantity Fee
SQR Report Writer/Server Sybase,Inc./MITI $15.000 One $15,000
SQR Report Writer/LAN Sybase,Inc./MITI
SQLGateway Gupta Technologies,Inc.
SQLHost Gupta Technologies, Inc.
Workstation Access (includes PeopleSoft, Inc. $20,000 Unlimited $20,000
Query, QueryLink,
Crystal, nVision).
Training Days PeopleSoft,Inc.
PeopleTools-General Dev.4 PeopleSoft, Inc.
Other:
Subtotal of Page 2: $35,000
Payment terms: Licensee shall pay PeopleSoft ninety (90%)percent of license fees on the Schedule Effective
Date and ten(10%)percent upon the earlier of the Software installation date or sixty(60)days from the Schedule
Effective Date. All fees are payable in U.S. dollars and sent to the attention of PeopleSoft's Accounts Receivable
Department.
Software Support Services Renewal Terms: After the initial year of the date of the Agreement, Licensee shall
pay PeopleSoft an annual Support Services fee of seventeen percent(17%) of the then current license fee for the
Software listed on this Schedule. Thereafter, Licensee shall pay PeopleSoft the then-current Support Services fee.
LICENSEE SITE ADDRESS BILL-TO ADDRESS SHIP-TO ADDRESS
Contact Name: Same as agreement Contact Name: Same as agreement Contact Name: Same as agreement
Phone No. Phone No. Phone No.
Fax No. Fax No. Fax No.
P.O. Box No:
LICENSEE TRAINING ADMINISTRATOR CORRESPONDENT
Contact Name: Contact Name:
Phone No. Phone No.
Fax No. Fax No.
4 PeopleTools for general development shall be used solely to develop applications for Licensee's internal systems.
Licensee shall not market or distribute such applications. Any third party software required by Licensee must be
licensed directly from PeopleSoft or the manufacturer.
HRMS Schedule Page 2 of 2 Rev. May 1994
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