HomeMy WebLinkAboutKeystone Maintenance Agreement N A V I G A T I N G I N F O R M A T I O N S T R E A M S
Keystone Software Systems
Keystone Heartland Business Center 800.875.1553 info @keystonesoft.net
9401 Innovation Dr., Suite 400 317.664.7400 (Ph) www.keystonesoft.net
P.O. Box 669 317.664.7402 (Fx) Division of Boyce Systems
Daleville, IN 47334 -0669 Founded in 1899
January 31, 2013
. k(cSt 5 4_
Monica Harmon, Controller v /2.
City of Jeffersonville
High 500 Quartermaster Court, Suite 300
Jeffersonville, Indiana 47130
Dear Monica:
Performance Your Software Maintenance Agreement with Keystone Software Systems will expire on
April 1, 2013. We have enclosed two copies of the renewal contract covering the Keystone
Software listed in Schedule A, from April 1, 2013 to April 1, 2014. Also enclosed is an invoice
for your convenience.
Information
We have enjoyed working with you and your staff this past year and will continue to be available
to you in the year ahead. To renew your agreement, please sign the enclosed documents and
return one set to us with your payment. The other set of signed documents should be retained
for your records.
Solutions
Please note: The enclosed Software Maintenance Agreement also includes the Annual
Software License for all application software listed in Schedule A.
for Cities, In order to keep your Software Maintenance Agreement and your Software License in
effect, payment is due in our office by April 1, 2013.
If you have any questions concerning your agreement, please call our office.
Towns Very truly yours,
Michael Galliher
CEO
& Utilities
MG: dip
Enclosures: Annual Maintenance Agreement (2 copies)
Invoice
BOyc Keystone Software • Komputrol Software • Boyce Forms / Systems
N A V I G AT 1 N G 1 N F Q R M A T 1 O N S T R E A MS
Keystone Software Systems
Annual Maintenance Agreement
1. Parties
Agreement made as of April 1, 2013, Support End Date. A date established
between Keystone Software Systems, (a division by Licensor after which Support Service for a
of Keystone Consulting Services, Inc. an Indiana specific Software Product is no longer available.
corporation), with its principal place of business
at 9401 Innovation Drive, Suite 400, Daleville, Support Service. The Licensed
Indiana ( "Licensor "), and City of Software support service ordered by Licensee
Jeffersonville, with its principal place of and furnished under this Agreement, as such
business at 500 Quartermaster Court, Suite service is available and constituted from time to
300, Jeffersonville, IN 47130 ( "Licensee "). time.
Licensor and Licensee agree that the terms and
conditions of this Maintenance Agreement cover 3. Support Service Term
maintenance services to be provided by Licensor
to Licensee for the software licensed by Licensor (a) Commencement. Licensor will begin
to Licensee as more particularly described on Support Service for each Software product on
Schedule A hereto. the date of installation of such Product or on the
Effective Date set forth in Schedule A attached
2. Definitions hereto, whichever is later.
Effective Date. The date set forth on (b) Continuation. Licensor will continue
Schedule A. to furnish Support Service for the Maintenance
Period. With respect to each Software Product
Errors, Malfunctions or Defects. set forth in Schedule A, this Agreement shall
Deviations between the Licensed Software and remain in effect for successive Maintenance
the documentation furnished by Licensor for Periods until terminated by notice from one
such Software. party to the other.
Licensed Software. All programs and (c) Termination. Except as otherwise
associated documentation licensed to Licensee provided herein,
under one or more Licenses for Software
Products between the parties. Definitions in (i) Notice. Either party may
such Licenses shall apply to this Agreement terminate this Agreement as of the end of any
unless plainly inconsistent. Maintenance Period by giving written notice to
the other, such notice to be given by Licensor
Maintenance Period. The initial not less than sixty (60) days before the end of
period of twelve (12) consecutive months and the Maintenance Period, or by Licensee as to
any twelve (12) consecutive month renewal any specific Software Product at any time before
period thereafter commencing on the Effective the end of the Maintenance Period.
Date of this Agreement, or the anniversary
thereof.
(ii) Defau /t. Either party may
terminate this Agreement if the other party
Software Product. A licensed defaults in the performance of any of its
program and associated documentation that has obligations hereunder or under a License
been licensed by Licensor to Licensee. Agreement for Software Product, effective after
written notification of default and failure to cure
Successor Product. A Software the default after ten (10) days. "Default" shall
Product generally offered and expressly be defined as: (a) breach of any material term
designated by Licensor in its sole discretion as a of this Agreement, including but not limited to,
successor to a specified Software Product. the failure of Licensee timely to pay Licensor
Boyce
. Boyce Systems • Keystone Software • Komputrol Software
fees or charges owed; or (b) breach of any (a) Error Correction. Licensor shall
material term or condition of any License attempt to correct documented errors in a
Agreement between the parties; (c) Licensee Software Product when such errors are reported
being declared a user not in good standing by to Licensor and can be repeated by Licensor on
Licensor, or (d) proceedings in bankruptcy are its equipment. If a reported error causes a
commenced against either of the parties, or Software Product to be inoperable or if
either is adjudicated a bankrupt, or a receiver of Licensee's notice to Licensor states that such
wither is appointed and qualifies. Licensor shall error is substantial and material with respect to
have the sole right to declare Licensee a user Licensee's use of the Software Product, Licensor
not in good standing for just cause, which shall shall, as expeditiously as possible, use its best
include but not be limited to the following: efforts to correct such error, or to provide a
abuse or misuse of the Systems, related software patch or bypass around such error.
materials, support services or Licensor staff; However, under no circumstances does Licensor
failure to obtain appropriate training for warrant or represent that all errors can or will be
Licensee staff; ceasing to use the Systems on a corrected. Licensor shall not be responsible for
regular basis for their intended purposes or problems or defects in the Software Product
replacing the Systems with those of another caused by Licensee negligence, operator error,
computer software licensor. In the event of a power failure, computer hardware failure or
default by either party, including that Licensor third -party software failure. Further, Licensor
elects to declare Licensee a user not in good reserves the right to charge the Licensee for any
standing, then the party declaring the default on -site service call or telephone support service
shall give the other written notice of such call made in response to any such problems;
declaration. The party receiving a declaration of provided, however, if Licensor, in its sole
default shall then have ten (10) days after discretion determines that an error in the
receipt of such notice to cure the declared Software Product was the reason for the service
default. Failure to cure a default within the ten call it shall not charge Licensee for such service
(10) day time limit shall give the party not in call.
default the sole right and power to terminate
this Agreement. If Licensee reports an error to Licensor,
Licensee shall give Licensor reasonable access to
(iii) Remedies. If Licensee fails to the Equipment, the Software Product and all
pay any amount owed to Licensor under this relevant documentation and records, and shall
Agreement or otherwise breaches this provide such reasonable assistance as Licensor
Agreement and Licensor terminates this may request, including sample output and other
Agreement as provided in paragraph 3(c)(ii), it diagnostic information, in order to assist
is agreed that in addition to any other Licensor in providing maintenance service.
appropriate remedies, any payments made to
Licensor prior to termination shall be retained as (b) Updates. Licensor shall provide
liquidated damages. Licensee, at no additional cost, any updates,
error corrections, modifications or
(iv) License Expiration. This enhancements (herein collectively called `
Agreement shall terminate automatically upon "Updates") for each Software Product under
termination or expiration of all Licenses for maintenance when such Updates are developed
Software Products. or published by Licensor and made generally
available to other licensees of the Software
(v) Termination of Support. Product at no additional cost. Any other
Licensor may terminate support service on a Updates developed or published by Licensor will
Support End Date. be offered to Licensee at Licensor's then current
published rates. All Updates shall become part
4. Services to be Provided. Licensor shall of the Software Product and Licensor shall be
provide the following services during a free to license others with respect thereto.
Maintenance Period: Determination of whether an Update will be
made available at no additional cost or will be
•
made available only for an additional cost is the Licensee and the cost of participation in the
sole and exclusive right of Licensor. cooperative development of custom application
software systems. pp
(c) Telephone Support. Licensor shall
provide Licensee toll -free telephone support 5. Licensee Responsibilities
services to help Licensee in answering routine
questions with respect to use of the Software (a) Interface. Licensee shall be
Product. All common carrier charges incurred responsible for the interface between Software
by Licensee and all costs of telephone and Products for which Support Service is available
terminal equipment incurred by Licensee shall and all other software used by Licensee
be the responsibility of Licensee. whether or not such software is licensed to
Licensee by Licensor or by others, or has been
(d) Regulatory and Statutory developed by Licensee.
Requirements. Except for extraordinary
changes caused by regulatory or statutory (b) Installation and Operation. Exce
requirements as determined by the Licensor pt
Licensor will make any changes to the responsible, provided ided installing, chedule A, Licensee is
application Software Systems necessitated by l managing and
Y operating any Support Service elements
new or modified regulatory or statutory
requirements of federal or state governmen delivered under this Agreement.
agencies at no additional charge. (c) Software License Limitations.
Licensee agrees that the ri hts
(e) Data Transmittal Programs. 9 granted to
Licensor will provide to Licensee, at no responsibilities use to prevent un
limitations and Licensee's
additional charge, software programs for disclosure specified in the License fo authorizee
magnetic media transmittal of W -2 payroll Products between Licensor and Licensee a p a re p
information to federal and state government equally to all Support element pp s
agencies. Licensee is responsible for transmittal corrective code e hanceme is and s, Updates
as
of its information. Licensor will develop and furnished under this Agreement. pates
distribute programs to the Licensee to facilitate
electronic transmittal of data to federal and (d) Modifications by Licensee. In no
state government agencies, as federal and state event shall Licensor have any responsibility to
government agencies begin to accept correct any errors or damage resulting from
electronically transmitted reports, at no changes to or modification of a Software
additional charge to the Licensee.
Product made by Licensee.
(f) Newsletter. Licensor publishes a e
periodic newsletter for clients including () Uninstalled Updates. Licensor shall not be
announcements and information of interest to error if responsible Liccens e fails correcting any alleged
clients, and the Licensee will receive the Software Product any Update in
defined in
Licensor newsletter. Clause 4(b) hereof) that Licensor has provided
to Licensee. p
(g) Cooperative Software
Development. Licensor may make available to 6. Charges
the Licensee the opportunity to participate with
other License holders in the cooperative (a)
development of custom application software Licensor P h e annual Licensee agrees to pay
systems. The selection of any software systems maintenance fee set forth in
to be developed shall be within the sole and on Schedule
before the date specified in Schedule A
discretion of Licensor, and any software systems all renewal terms. Any payment for sep niversary of that p ate for
so developed shall remain the sole property of billed services or products shall be due upon
Licensor. Licensor will advise the Licensee of receipt of invoice. Additional services to be
each such opportunity to be made available to provided to Licensee by Licensor will be charged
f
Licensor's current rates, which vary depending discussions b
upon the service provided. A listing of between them, and neither of the
Licensor's current rates will be available at parties shall be bound by any conditions,
Licensee's request. definitions, warranties, understandings or
representations with respect to such subject
No invoice under this Agreement shall matter other than as expressly provided herein
or as duly set forth on or subsequent to the
be subject to credit for an y Licensee for any reason, incl defectsun the Effective Date hereof in writing and signed b y a
Licensed Software. he proper and duly authorized representatve of the
party to be bound thereby. No provision
(b) Changes. Licensor may change the a ppearing on any form originated by Licensee
charges specified in Schedule A for all or any shall be applicable unless such provision is
Software Product effective upon the expiration expressly accepted in writing by Licensor,
of the Maintenance Period or at the end of any b
calendar month thereafter, b () Force Majeure. If Licensor shall be
ninety y giving at least delayed or prevented from
ty (90) days notice prior to the end of the Agreement due performing this
Maintenance Period. to any cause beyond its
reasonable control, such delay shall be excused
during the continuance of such delay, and the
(c) Taxes. In addition to charges due period of erfo
under this Agreement, the Licensee agrees to p rmance shall be extended to such
g extent as may be necessary to enable Licensor
pay amounts equal to any sales, use or similar to perform after the c
tax, and personal property taxes, if an ause of delay has been
resulting from this Agreement. y� removed.
7. Limitation of Liability and Remedies (c) Licensee Forms and Non - Waiver.
Any provision of Licensee's order that is in any
(a) Limited Warran way inconsistent with or in addition to the terms
MAKES NO WARRANTIES HERE LICENSOR and conditions of this Agreement shall n ot EITHER N, Licensor, and Licensor's failure to object to a
EXPRESS OR IMPLIED y
(INCLUDING ANY WARRANTY OF such provision shall neither be construed as a
MERCHANTABILITY OR FITNESS FOR A waiver of the terms and conditions of this
PARTICULAR PURPOSE). Agreement nor as an acceptance of any such
provision.
(b) Limitation of Remedy. Licensee
(d) Notices. Any notice, request,
agrees that Licensor's liability hereunder for
damages shall not exceed the annual instruction or other document pertaining to this
maintenance fee paid, or payable, by Licensee Agreement shall be in writing and delivered
for the Software Product, which Licensee claims personally or sent by certified or registered U.S.
resulted in Licensee being damaged for the Mail, postage prepaid, and addressed as follows:
Maintenance Period in which the cause of action
accrued. If to Licensor:
(c) Limitation of Damages. IN NO Keystone Software Systems
EVENT SHALL LICENSOR BE LIABLE FOR PO Box 669
ANY INDIRECT Daleville, IN 47334 -0669
INCIDENTAL, OR TORT DAMAGESU
If to Licensee:
8. General
City of Jeffersonville
(a) Entire Agreement. This Agreement Attn: Monica Harmon, Controller
sets forth the entire agreement and 500 Quartermaster Court, Suite 300
understanding between the parties as to the Jeffersonville, Indiana 47130
subject matter hereof and merges all prior
v
t
Either party may change the address to which 9. Execution
notice is to be sent by giving written notice
thereof to the other party. Notwithstanding the Licensee acknowledges that it has read this
foregoing, notice by Licensor of any change in Maintenance Agreement and agrees to all the
charges pursuant to paragraph 6(b) shall also be terms and conditions stated herein. The p arties
sufficient under this paragraph 8(d) if sent by have hereunto set their hands and seals of
electronic mail (email) to the contact person the • . and year first above written by their
identified above using the email address most y
recent) ly authorized officers.
y provided by Licensee or used by
Licensee in correspondence with Licensor.
Ci of Je erso . e (Licensee)
(e) Governing Law. This Agreement shall By:
_
be governed by and construed and enforced in
accordance with the laws of the State of � �� Id
Indiana. The exclusive jurisdiction for any legal Title:
proceeding regarding this Agreement shall be V�
the appropriate federal or state court in the (L..."
State of Indiana, and the parties hereto Date:
expressly submit to the jurisdiction of said `lam
courts.
(f) Assignments. None of the Products or Keystone Software Systems (Licensor)
Services may be assigned or transferred by the
Licensee without the prior written consent of
Licensor. Any attempt by Licensee to assign or By•/
t
e,-4.--.
ransfer any of the rights, duties, or obligations
of this Agreement without Licensor's written Michael Galliher, CEO
consent is void.
Date: January 31, 2013
(g) Captions. Captions contained in this
Agreement are for reference purposes only and
are not part of the Agreement.
(h) Attorneys' Fees. If any action is filed
in relation to this agreement, the unsuccessful
party in the action shall pay to the successful
party, in addition to all the sums that either
party may be called on to pay, a reasonable sum
for the successful party's attorney fees.
(1) Limitation on actions. Any claim
arising out of or related to this Agreement must
be brought no later than two (2) years after it
has accrued.
(j) Investment Certification. Licensor
certifies that it is not engaged in any investment
activities in Iran pursuant to Indiana Code § 5- II2970 4
22- 16.5- 13(b).
SCHEDULE A
APPLICATION SOFTWARE
KEY - PAYROLL FOR WINDOWS
KEY - ASSETS FOR WINDOWS
KEY - BUDGET FOR WINDOWS(32)
KEY - BUDGET FOR WINDOWS(32) ADDTL SITE LICENSE - PARKS DEPT.
EFFECTIVE DATE
April 1, 2013
TOTAL ANNUAL MAINTENANCE FEES
$ 7,230.00
PAYABLE BY April 1, 2013 for the initial Maintenance Period and annual) there
the anniversary of that date for all renewal Maintenance Periods. y after on