TR9303-CS 931119North Central Texas Council Of Governments
November 19, 1993
Mr. Kenneth M. Griffin, P.E.
City Engineer
City of Coppell
P.O. Box 478
Coppell, Texas 75011
Re: NCTCOG License Agreement
Dear Mr. Griffin:
Attached, for your records, is one original of the signed and dated license agreement
between NCTCOG and the City of Coppell regarding NCTCOG computer software.
I have also enclosed both originals of "Exhibit A." I failed to mention in my October 25, 1993
letter to you that, in addition to the signature of a representative of JBM Engineers &
Planners, Exhibit A requires a City of Coppell signature under the "Member/Licensee"
heading. Please have the City of Coppell's representative sign and date both originals, then
mail one of the originals back to me.
Sincerely,
Ken Cervenka, P.E., AICP
Senior Transportation Planner
KC:kdc
Enclosures
('~16 S~x Flags E'ri,,,~, Centerpont Two
Box f~888. Ariinc. ilton Tox~s 76005-5888
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LICENSE AGREEMENT
/
THIS LICENSE AGREEMENT ("AGREEMENT") is entered into this 7~/~ day of
~/~0 ~/~ P? ~ ¢/~ 19 ? 3, by and between NORTH CENTRAL TEXAS COUNCIL
OF GOVERNMENTS (hereinafter "LICENSOR"), a Texas non-profit corporation located at 616
Six Flags Drive, Arlington, TX and City of Coppell (hereinafter "LICENSEE"), a Texas non-profit
corporation located at 255 Parkway Boulevard.
WHEREAS LICENSOR has developed certain computer software labeled as TRIPGEN,
PERF, MWlNDOW, AND MVVINDOVV2; and
WHEREAS LICENSEE desires to use said software;
NOW THEREFORE, in consideration of the mutual promises and covenants set forth in
this LICENSE AGREEMENT and for other good and valuable considerations, receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
For purposes of this AGREEMENT, "software" means computer programs, manuals, and
other related documentation, and all modifications and revisions thereof, in any tangible form.
LICENSEE agrees that it will allow access to the software only to those persons whose
position within its organization necessitates utilizing the software.
LICENSEE agrees that it will obtain personal guarantees in writing in the form set forth
in Exhibit "A", attached hereto and incorporated herein by reference as though fully set forth
herein, from any consultant which it employs, retains, hires, or in any manner compensates for
services rendered.
LICENSE AGREEMENT - Page I
LICENSEE agrees to hold LICENSOR harmless for any damage to property of any kind
whatsoever, or for injury or death in any way resulting from the use or misuse of the software,
and LICENSEE agrees that the software is being accepted as is and understands that
LICENSOR makes no guarantees as to the accuracy of the results obtained through use of the
software.
LICENSEE acknowledges the proprietary interest of LICENSOR in the software and
agrees that this AGREEMENT gives it a non-exclusive right to use the aforementioned software
and that the distribution of the software is done at the sole discretion of LICENSOR.
LICENSEE further agrees that LICENSOR is under no obligation to provide it with any further-
developed computer software even though such software may be distributed to other of
LICENSOR's affiliates.
LICENSEE agrees to return all copies of software to LICENSOR or destroy same at the
conclusion of this AGREEMENT.
Both parties agree that this AGREEMENT is only applicable and valid for computer
software developed by LICENSOR and in no way affects any other agreement in force between
the parties hereto.
Both parties agree that this AGREEMENT shall remain in force until cancelled by either
party by notifying the other party in writing by certified mail, return receipt requested, at the
address set forth above or at such address as either party may designate from time to time.
IN WITNESS WHEREOF, the LICENSOR and LICENSEE have respectively signed this
LICENSE AGREEMENT as of the day and year first above wdtten.
LICENSE AGREEMENT - Page 2
LICENSOR LICENSEE
By:l
Its:
Interim City Manager
LICENSE AGREEMENT - Page 3
EXHIBIT "A"
THIS LICENSE AGREEMENT is entered into on the ITth day of blovember ,
19 93 , between NORTH GENTRAL TEXAS GOUNGIL OF GOVERNMENTS ("LIGENSOR")
and City of Coppell, ("LICENSEE"). LICENSEE agrees that in the event it employs, retains,
hires or in any way compensates any person or entity (hereinafter "CONSULTANT") and such
CONSULTANT'S responsibilities to LICENSEE require access to the software which is the
subject to this Agreement such CONSULTANT shall sign an Agreement which reads as follows:
This Agreement is entered into this ITth day of l~lovember ,
19 93 , by and between NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS,
("MEMBER/LICENSEE"), AND JBM Engineers and Planners ("CONSULTANT"), located
at 15400 Knoll Trail, Suite 111, Dallas, Texas.
WHEREAS the NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS has
developed software for its use and for use by its members and member agencies; and
WHEREAS, for the purposes of this Agreement, "software" means computer programs,
manuals, and other related documentation and all modifications and revisions thereof in any
tangible form; and
WHEREAS, MEMBER/LICENSEE is licensed to use the software described and labeled
as TRIPGEN, PERF, MWINDOW, and MWINDOW2; and
WHEREAS, MEMBER/LICENSEE desires to hire CONSULTANT to conduct certain
business operations, the performance of which requires the use of the aforementioned
software;
NOW THEREFORE, in consideration of the mutual promises and covenants set forth in
this Agreement and for other good and valuable consideration, receipt and sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:
CONSULTANT agrees that it will use the software solely for its work done for
MEMBER/LICENSEE and only for projects performed under its contract with the
MEMBER/LICENSEE agency and CONSULTANT further agrees not to transfer the software,
disclose any material information concerning the software to any other person or entity, or
otherwise violate the proprietary terms of the NORTH CENTRAL TEXAS COUNCIL OF
GOVERNMENTS. All parties agree that the so,,Ctware may be used by the CONSULTANT on
its machines in its offices. Following the completion of the project, the CONSULTANT agrees
to permanently erase the software and related files from its system, including all storage media
and to return to the MEMBER/LICENSEE or destroy all copies of software at the conclusion
of CONSULTANT's work.
CONSULTANT agrees to hold NORTH CENTRAL TEXAS COUNCIL OF
GOVERNMENTS and MEMBER/LICENSEE harmless for any damage to property of any kind
whatsoever or for injury or death to persons in any way resulting from the use or misuse of the
software. CONSULTANT agrees that the software has been accepted as is and understands
that the NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS and the
MEMBER/LICENSEE makes no guarantees as to the accuracy of the results obtained through
the use of the software.
EXHIBIT "A" - Page 2
IN WITNESS WHEREOF, the MEMBER/LICENSEE and CONSULTANT have
respectively signed this Agreement, as of the day and year first wdtten above.
MEMBER/LICENSEE CONSULTANT
Its: T~.te~im City ~a~ageg Its:
EXHIBIT "A" - Page 3