HomeMy WebLinkAboutDATA DESIGN ORDINANCE VIOLATIONS Agreement
This Agreement, undertaken by the Jeffersonville City Clerk, City of Jeffersonville
(Client) and Data Design, Inc. (Vendor) is for the purpose of providing computer
software, training and related services.
Witnesseth, that for and in consideration of the payments and agreements
hereinafter mentioned, the Client and Data Design, Inc. enter into this Agreement
for the software maintenance functions in the Client's office.
1. Vendor will grant a personal, yearly, renewable, nonexclusive and
nontransferable License to use the software included in this Agreement within the
United States or its possessions so long as Client complies with the terms of this
Agreement, until the Client discontinues use of the software or support from Data
Design, or until the license is otherwise terminated, at which time the Client
agrees to provide for the proper return of the Software to Data Design, Inc.
2. Client agrees this License may not be assigned and the software may not
be copied, sublicensed or otherwise made available to third parties; any attempt
to do so without the written consent of Data Design, Inc. shall void this License.
Client agrees not to remove any notice of proprietary rights (i.e., copyright,
patent, trademark, trade name, etc.) from the software or packaging therefor.
3. In no event shall Vendor be held liable for indirect, special, incidental or
consequential damages (including but not limited to lost revenue or profits)
arising from the use of the computer equipment and software provided.
4. Vendor will provide a Program Support Agreement (PSA) for a period of
one (1) year from the date of execution of this contract. The PSA shall include:
a. Corrective programming to the application software that may be necessary to
allow proper function of the software applications provided.
b. Telephone "help desk" support to answer operational questions from
operators that were trained by Data Design, Inc., concerning operation of the
software included in this Agreement.
c. Selective new software features that may be provided at the Vendor's
discretion.
5. All travel time to and from the Client's office for purposes of performing
upon this contract shall be at the expense of the Vendor. Client shall render
payment in the amount of One Hundred Twenty Dollars ($120.00) for each day
that on site services are provided. This amount shall be charged for each person
that is performing services to the Client, in the event that more than one
representative is required. If emergency services require a special, unscheduled
site visit, actual travel and accommodation expenses shall be charged.
6. Client agrees to assign personnel sufficient to operate the system, and to
make such personnel accessible to Data Design, Inc. for purposes of training on
computer operations and assisting in determining the accuracy of the software
output. Vendor also agrees to promptly review and address operational
problems and questions pertaining to the software as they arise.
7. This Agreement does not include services that may be provided by Data
Design for the following reasons:
a. Reprogramming or recreation of work lost by operator negligence, sabotage,
hardware failure or other losses outside the control of Data Design.
b. New needs or requirements that may be imposed that are beyond the scope
of the present software features.
c. Equipment, software and/or data recovery services caused by power outages,
equipment or network malfunction, improper use of the software or act of God.
8. Client agrees to provide access to the computer system and office
facilities for purposes of performing on this contract, both during and after normal
business hours.
9. Client agrees to pay Vendor the following amounts for the software and
services described below.
Visual CourtWorks maintenance. $2,700.00
Payment terms shall be as follows: Net 30 (thirty) days after the present support
agreement term expires
10. The term of this Agreement shall be for one (1) year from the date of its
execution. After the initial one- year term, this Agreement shall automatically
renew for successive one (1) year periods at Vendor's annual maintenance and
support fee schedule in effect at the time of renewal. Either party may elect not
to renew this Agreement by providing the other party written notice on or before
thirty (30) days prior to the expiration date of this Agreement.
11. At the end of each and every fiscal year during which this Agreement is in
effect, the Client shall have the option to terminate this Agreement at its sole
discretion, and shall be obligated to pay only for the computer equipment,
software and services that are delivered at that time. Work in progress shall be
paid based upon a percentage of completion.
12. Vendor reserves the right to assign personnel who are, in the Vendor's
judgment, qualified to render the services requested. Any time schedule for the
performance of the services and/or schedule of availability of personnel are
considered only as estimates.
13. Client agrees to relieve Data Design, Inc. from any and all responsibility
for the proper operation of the software in the event that parties other than
authorized representatives of Data Design, Inc. make changes to the software.
14. If the Client makes any default in the payments due hereunder, the
Vendor shall give the Client written notice of said default. If the Client fails to
cure said default within thirty (30) days of the issue of written notice, the Vendor,
its servants, agents, attorneys or representatives, may enter upon the premises
and into the building where the computer system is stored and take possession
of the computer software, thus terminating this Agreement. And the Vendor shall
have the right to retain any and all payments made to it by the Client prior to the
time of such default, and the Client shall be and remain liable to Data Design,
Inc. for any and all other amounts payable under the provisions hereof. Client
agrees to pay reasonable attorneys' fees plus interest in case of default in
payment in compliance with these terms. Vendor will provide a copy of the
Client's data in text format for conversion to another system upon request. Such
services will be provided at the hourly rate in effect at the time of request.
15. Client agrees to provide written notice of unsatisfactory performance by
the Vendor or of the software provided prior to terminating this Agreement, and to
allow sufficient time to address or correct issues that are within the control and
responsibility of the Vendor.
16. Client may choose to retain Vendor on a continuing basis for purposes of
installing new features and capabilities into the system, or for training or other
support services. Such services are not included within the scope of this
agreement, and shall be chargeable at the hourly rate of One Hundred Five
dollars ($105.00). Networking and network administration services shall be
chargeable at the hourly rate of one hundred thirty dollars ($130.00).
17. Client agrees to relieve Data Design, Inc. from any and all responsibility
for the proper operation of the computer equipment or software in the event that
changes to the operating system, application software or hardware are made by
parties other than authorized representatives of Data Design, Inc. This does not
extend to equipment repair services provided by maintenance technicians that
are recognized as qualified by Data Design.
18. Vendor may choose to suspend services described in this Agreement in
the event that Client does not render timely payment.
19. Both parties agree that this agreement and the enforcement hereof shall
be governed by the laws of the State of Indiana.
Ag reed, Agreed,
Data Design, Inc. Jeffersonv'll k, ty of
Jefferson I
By By
Date Date - -/
17. Client agrees to relieve Data Design, Inc. from any and all responsibility
for the proper operation of the computer equipment or software in the event that
changes to the operating system, application software or hardware are made by
parties other than authorized representatives of Data Design, Inc. This does not
extend to equipment repair services provided by maintenance technicians that
are recognized as qualified by Data Design.
18. Vendor may choose to suspend services described in this Agreement in
the event that Client does not render timely payment.
19. Both parties agree that this agreement and the enforcement hereof shall
be governed by the laws of the State of Indiana.
Agreed, Agreed,
dI`
Data Design, Inc. Jeffersonv'll k, ty of
Jefferson I
BY
Date Date lT