HomeMy WebLinkAbout2012 AGREEMENT SEWER BILLING DEPARTMENT I N A V I G A T I N G I N F OR M A T I O N S T R E A MS
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
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July 24, 2012
Bruce Wright, Office Manager
Jeffersonville Sewage Department
500 Quartermaster Court
High Jeffersonville, Indiana 47130
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Dear Bruce:
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Performance Your Software Maintenance Agreement with Keystone Software Systems will expire on 1
October 1, 2012. We have enclosed two copies of the renewal contract covering the Keystone
Software listed in Schedule A, from October 1, 2012 to October 1, 2013. Also enclosed is an 1
invoice for your convenience. I
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.
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In order to keep your Software Maintenance Agreement and your Software License in
for Cities, effect, payment is due in our office by October 1, 2012.
If ou have any questions concerning Y q g your agreement, please call our office.
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Towns Very truly yours,
Michael Galliher
CEO
& Utilities MG: dip t
Enclosures: Annual Maintenance Agreement (2 copies)
Invoice
Bo C@ • Keystone Software
y Y Komputrol Software • Boyce Forms / Systems
N A• V 1 G A T I N G I N F OR M A T I O N S T R E A MS
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R Keystone Software Systems
Annual Maintenance Agreement
For Doc E ServeTM Software
1. PARTIES
This Annual Maintenance Agreement ( "Agreement ") is entered into by and between Keystone (a
division of A.E. Boyce & Co., Inc. an Indiana corporation), with its principal place of business at 9401
Innovation Drive, Suite 400, Daleville, Indiana 47334 -0669 ( "Licensor "), and Jeffersonville Sewage
Department with its principal place of business at 500 Quartermaster Court, Jeffersonville, Indiana
47130 ("Licensee ").
2. SCOPE OF AGREEMENT
The terms and conditions of this Agreement cover maintenance services to be provided by Licensor
with respect to certain software known as Doc E Serve TM software licensed under a separate sublicense
agreement between Licensor and Licensee.
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3. DEFINITIONS
a. Effective Date. The Effective Date of this Agreement is sixty (60) days after the date of
installation of the Licensed Program(s) or the date specified in Schedule A, which is I
attached and made a part of this Agreement, whichever is later. Errors. Failure of the
Licensed Program(s) to perform one or more Functionalities, as that term is defined
identified in the License Agreement.
b. License Agreement. The sublicense agreement entered into for the Licensed
Programs by and between Licensor and Licensee, dated October 16, 2007. The License
Agreement is incorporated into and made a part of this Agreement.
c. Licensed Program(s). The Doc e Serve software program(s) licensed by Licensee from
Licensor under the License Agreement and has the same meaning as defined in the
License Agreement.
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d. Maintenance Period. A period of twelve (12) consecutive months commencing on the 1
Effective Date of this Agreement, or the anniversary thereof.
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e. Minimum Support Period. An initial period of 12 consecutive months commencing on
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the Effective Date of this Agreement. 1
f. Manufacturer. Manufacturer means AIG Technology, Inc. and its licensors and their
successors in interest. Licensor is an authorized distributor of the Licensed Program(s). I
? g. Support End Date. A date established by Licensor after which Support Service for a
specific Software Product is no longer available.
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h. Support Service. The software maintenance and support services to be provided by
Licensor under this Agreement as further described in paragraph 6, below. 1
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i. Updates. Updates, error corrections, modifications, enhancements or versions to or of
the Licensed Program(s) provided to Licensee under this Agreement.
j. Other defined terms. Definitions in License Agreement shall apply to this Agreement
unless plainly inconsistent.
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Boyce
• Boyce Systems • Keystone Software • Komputrol Software
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4. TERM AND TERMINATION
a. Term. The term of this Agreement will begin on the Effective Date and, unless earlier
terminated under the provisions of this Agreement, shall continue during the initial 12-
month Maintenance Period. In addition, the Agreement shall automatically be renewed
for successive Maintenance Periods thereafter unless earlier terminated in accordance
with the provisions of this Agreement.
b. Termination. Except as otherwise specifically provided herein,
i. Termination on Notice
(a) Either party may terminate this Agreement as of the end of any
Maintenance Period by giving written notice to the other, such notice to
be given by Licensor not less than sixty (60) days before the end of the
Maintenance Period.
(b) Licensee may terminate this Agreement as to any specific Licensed
Program before the end of the Maintenance Period with a minimum of
thirty (30) days advance written notice to Licensor, provided such
termination date is after the end of the Minimum Support Period with
respect to such Licensed Program(s).
ii. Termination for Default
(a) Either party may terminate this Agreement if the other party defaults in
the performance of any of its obligations hereunder or under the License
Agreement.
(b) "Default' shall be defined as (a) breach of any material term of this
Agreement, including but not limited to, the failure of Licensee timely to
pay Licensor fees or charges owed; or (b) breach of any material term or
condition of the License Agreement; or (c) Licensee being declared a user
not in good standing by Licensor. Licensor shall have the sole right to
declare Licensee a user not in good standing for just cause, which shall
include but not be limited to the following: abuse or misuse of the r`
Licensed Program(s), related materials, Support Services or Licensor staff;
and /or failure to obtain appropriate training for Licensee staff.
(c) In the event of a default by either party, y p rty, including that Licensor elects
to declare Licensee a user not in good standing, then the party declaring
the default shall give the other written notice of such declaration. The
party receiving a declaration of default shall then have ten (10) days after
receipt of such notice to cure the declared default, except for events of
default for which the License Agreement or this Agreement provides for
immediate or automatic termination. Failure to cure a default within the
applicable 10 -day time limit shall give the party not in default the sole
right and power to terminate this Agreement without further notice.
License Termination This Agreement shall terminate automatically upon
termination of the License Agreement.
iv. Termination of Support Licensor may terminate Support Service under this
Agreement at any time effective as of a Support End Date.
5. REMEDIES.
If Licensee fails to pay any amount owed to Licensor under this Agreement or otherwise breaches
this Agreement and Licensor terminates this Agreement as provided in paragraph 4(c) (ii), it is agreed that
Doc -E -Serve Maintenance Agreement - Page 2
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in addition to any other appropriate remedies, any payments made to Licensor prior to termination shall be
retained as liquidated damages. Furthermore, Licensee shall be responsible for Licensor's reasonable
attorneys fees and court costs if Licensor successfully prosecutes an action against Licensee.
6. SUPPORT SERVICES
a. Error Correction. Licensor shall attempt to correct documented Errors in the Licensed
Program(s) when such Errors are reported to Licensor and can be repeated by Licensor on
its equipment. If a reported Error causes a Licensed Program to be inoperable or if
Licensee's notice to Licensor states that such Error is substantial and material with respect
to Licensee's use of the Licensed Program(s), Licensor shall, as expeditiously as possible,
use its best efforts to correct such Error, or to provide a software patch or bypass around
such Error. However, under no circumstances does Licensor warrant or represent that all
Errors can or will be corrected. Licensor shall not be responsible for Errors, problems or
I defects in the Licensed Program(s) caused by negligence, operator error, power failure,
computer hardware failure, or Licensee's failure to use the Licensed Program(s) only with
approved operating systems and equipment as specified in the License Agreement.
i Further, Licensor reserves the right to separately charge the Licensee for any on -site
service call or telephone support service call made in response to any such problems.
If Licensee reports an Error to Licensor, Licensee shall give Licensor reasonable access to
the hardware and equipment, the Licensed Program(s) and all relevant documentation
and records, and shall provide such reasonable assistance as Licensor may request,
i including sample output and other diagnostic information, in order to assist Licensor in
providing Support Service.
b. Updates. Licensor shall provide Licensee, at no additional cost, any Updates for the
Licensed Program(s) under maintenance when such Updates are developed or published
by Manufacturer or Licensor and made generally available to other licensees of the
Licensed Program(s) at no additional cost. Any other Updates developed or published by
Manufacturer or Licensor will be offered to Licensee at Licensor's then current published
rates. All Updates shall become part of the Licensed Program(s) and Licensor and /or
Manufacturer shall be free to license others with respect thereto. 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 sole and exclusive right of Licensor and /or Manufacturer.
Updates shall be installed by Licensor at Licensor's then current rates and Licensor may
separately invoice for installation services. Licensee shall not install Updates without
f Licensee's prior written approval.
c. Hotline Service. Licensor shall provide Licensee toll -free telephone support services to
help Licensee in answering routine questions with respect to use of the Licensed
Program(s). All common carrier charges incurred by Licensee and all costs of telephone
and terminal equipment incurred by Licensee shall be the responsibility of Licensee.
7. LICENSEE RESPONSIBILITIES
a. Interface. Licensee shall be responsible for the interface between Licensed Program(s)
for which Support Service is available ee and b I by other Licensee, whether or developed
not such software is licensed to Licensee y
by Licensee.
b. Software License Limitations. Licensee agrees that the rights granted to Licensee,
the use limitations and Licensee's responsibilities to prevent unauthorized disclosure
specified in the License Agreement apply equally to all Updates furnished under this
Agreement.
c. Modifications by Licensee. In no event changes Licensor responsibility bcensed
correct any Errors or damage resulting 9 es to or modification of the
Program(s) made by Licensee.
Doc -E -Serve Maintenance Agreement - Page 3
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herein. This Agreement may not be modified or altered except in writing by an
/ instrument duly executed by authorized officers of the party to be bound thereby. No
1 provision appearing on any form originated by Licensee shall be applicable unless such
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/ provision is expressly accepted in writing by Licensor.
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d. Force Majeure. If Licensor shall be delayed or prevented from performing this
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, Agreement due to any cause beyond its reasonable control, such delay shall be excused
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during the continuance of such delay, and the period of performance shall be extended to
/ such extent as may be necessary to enable Licensor to perform after the cause of delay
1 has been removed.
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i e. Governing Law. This Agreement shall be governed by and construed and enforced in
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/ accordance with the laws of the State of Indiana. The exclusive jurisdiction for any legal
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f proceeding regarding this Agreement shall be the appropriate federal or state court in the
1 State of Indiana, and the parties hereto expressly submit to the jurisdiction of said courts. 1
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I f. Licensee Forms. Any provision of Licensee's order that is in any way inconsistent with t
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or in addition to the terms and conditions of this Agreement shall not bind Licensor, and 1
I Licensor 's failure to object to any such provision shall neither be construed as a waiver of i
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1 the terms and conditions of this Agreement nor as an acceptance of any such provision. 1
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4 g• Non-Waiver. Licensor 's failure to assert its legal rights under this Agreement or to k
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I object to actions of Licensee shall not be construed as a waiver of the terms and
/ conditions of this Agreement, nor shall waiver of any of the terms and conditions of this
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/ Agreement on any occasion constitute or be deemed to constitute a waiver of the terms f
, and conditions of the Agreement as to any subsequent act or failure to act by Licensee. i
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. h. Notices. Any notice, request, instruction or other document pertaining to this Agreement /
shall be in writing and delivered personally or sent by U.S. Mail, postage prepaid, and /
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4 addressed as follows:
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If to Licensor: Keystone i
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1 Attn: Cathy Brantley 1
1 PO Box 669 t
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I Daleville, Indiana 47334-0669 !
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1 If to Licensee: Jeffersonville Sewage Department i
1 Attn: Bruce Wright, Office Manager
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, 500 Quartermaster Court ,
I Jeffersonville, Indiana 47130 1
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Either party may change the address to which notice is to be sent by giving written notice 1
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thereof to the other party.
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11. EXECUTION
Licensee acknowledges that it has read this Agreement and agrees to all the terms and conditions
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stated herein. The parties have hereunto set their hands and seals as of the day and year first above
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, ritten by their duly authorized officers. i
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Je - - rsonvi I:- - age Depart ent ACCEPTED BY KEYSTONE i
(Lice -eei
/ (Li or)
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Name: 0/1 t CC. L • 4.r.q Name: Michael B. Galliher I
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Title: Title: President
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Date: Date: August 28, 2012
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Doc-E-Serve Maintenance Agreement - Page 5
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SCHEDULE A
Effective Date: November 1, 2012
Licensed Programs
Doc -E -Serve Software
Cass Certification
Total Annual Maintenance Fees $ 4,395.00
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Doc -E -Serve Maintenance Agreement - Page 6
N AV I G A T I N G I N F OR M A TI 0 N S T R E A MS
Keystone Software Systems
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Annual Maintenance Agreement
1. Parties
Support End Date. A date established
Agreement made as of October 1, by Licensor after which Support Service for a
2012, between Keystone Software Systems, an specific Software Product is no longer available.
Indiana corporation, with its principal place of
business at 9401 Innovation Drive, Suite 400, Support Service. The Licensed
Daleville, Indiana ( "Licensor "), and Software support service ordered by Licensee
Jeffersonville Sewage Dept, with its principal and furnished under this Agreement, as such
place of business at 500 Quartermaster service is available and constituted from time to
Court, 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
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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. a
p rty to the other. t
I 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 Tess than sixty (60) days before the end of
period of twelve (12) consecutive months and the Maintenance Period, or by Licensee as to I
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) Default 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 F.
Boyce
• Boyce Systems • Keystone Software • Komputrol Software
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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
V o 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
I 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
I 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 1
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.
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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
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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 I
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 I
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 t
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made available only for an additional cost is the Licensee and the cost of participation in the
It sole and exclusive right of Licensor. cooperative development of custom application
software systems.
1 (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
K 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. Except
requirements as determined by the Licensor, as otherwise provided in Schedule A, Licensee is
Licensor will make any changes to the responsible for installing, managing and
application Software Systems necessitated by operating any Support Service elements
new or modified regulatory or statutory delivered under this Agreement.
requirements of federal or state government
agencies at no additional charge. (c) Software License Limitations.
Licensee agrees that the rights granted to
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(e) Data Transmittal Programs. Licensee, the use limitations and Licensee's
Licensor will provide to Licensee, at no responsibilities to prevent unauthorized
additional charge, software programs for disclosure specified in the License for Software
magnetic media transmittal of W -2 payroll Products between Licensor and Licensee apply PPY
information to federal and state government equally to all Support Service elements, such as
agencies. Licensee is responsible for transmittal corrective code, enhancements and Updates
of its information. Licensor will develop and furnished under this Agreement.
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 Y P tY 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.
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(f) Newsletter. Licensor publishes a (e) Uninstalled Updates. Licensor shall
periodic newsletter for clients including not be responsible for correcting any alleged
announcements and information of interest to error if Licensee fails to incorporate in a
clients, and the Licensee will receive the Software Product any Update (as defined in
Licensor newsletter. Clause 4(b) hereof) that Licensor has provided
to Licensee.
(g) Cooperative Software
Development. Licensor may make available to 6. Charges
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the Licensee the opportunity to participate with
other License holders in the cooperative (a) Payment. Licensee agrees to pay
development of custom application software Licensor the annual maintenance fee set forth in
systems. The selection of any software systems Schedule A by the date specified in Schedule A
to be developed shall be within the sole and on or before the anniversary of that date for
discretion of Licensor, and any software systems all renewal terms. Any payment for separately
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
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5
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Licensor's current rates, which vary depending discussions between them, and neither of the
upon the service
p provided. A listing of parties shall be bound by any conditions,
Licensor's current rates will be available at definitions, warranties, understandings or
Licensee's request. representations with respect to such subject
matter other than as expressly provided herein
No invoice under this Agreement shall or as duly set forth on or subsequent to the
be subject to credit for any period of non -use by Effective Date hereof in writing and signed by a
t Licensee for any reason, including defects in the proper and duly authorized representative of the
Licensed Software. party to be bound thereby. No provision
appearing on any form originated by Licensee
(b) Changes. Licensor may change the shall be applicable unless such provision is
charges specified in Schedule A for all or any expressly accepted in writing by Licensor.
Software Product effective upon the expiration
of the Maintenance Period or at the end of any (b) Force Majeure. If Licensor shall be
calendar month thereafter, by giving at least delayed or prevented from performing this
ninety (90) days notice prior to the end of the Agreement due to any cause beyond its
Maintenance Period. reasonable control, such delay shall be excused
during the continuance of such delay, and the
(c) Taxes. In addition to charges due period of performance shall be extended to such
under this Agreement, the Licensee agrees to extent as may be necessary to enable Licensor
a amounts equal to any sales, use or similar Y q y ar to perform after the cause of delay has been
tax, and personal property taxes, if any, removed.
,t resulting from this Agreement.
I (c) Licensee Forms and Non - Waiver. f
7. Limitation of Liability and Remedies Any provision of Licensee's order that is in any
way inconsistent with or in addition to the terms
(a) Limited Warranty. LICENSOR and conditions of this Agreement shall not bind
MAKES NO WARRANTIES HEREUNDER, Licensor, and Licensor's failure to object to any
EITHER EXPRESS OR IMPLIED such provision shall neither be construed as a
(INCLUDING ANY WARRANTY OF waiver of the terms and conditions of this t
MERCHANTABILITY OR FITNESS FOR A Agreement nor as an acceptance of any such
PARTICULAR PURPOSE). provision.
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(b) Limitation of Remedy. Licensee
y (d) Notices. Any notice, request,
agrees that Licensor's liability hereunder for instruction or other document pertaining to this
1 damages shall not exceed the annual Agreement shall be in writing and delivered
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maintenance fee paid, or payable, by Licensee personally or sent by certified or registered U.S.
for the Software Product, which Licensee claims Mail, postage prepaid, and addressed as follows:
resulted in Licensee being damaged for the
Maintenance Period in which the cause of action If to Licensor:
accrued.
Keystone Software Systems
(c) Limitation of Damages. IN NO PO Box 669
EVENT SHALL LICENSOR BE LIABLE FOR Daleville, IN 47334 -0669
ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, OR TORT DAMAGES. If to Licensee:
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8. General Jeffersonville Sewage Department
Attn: Bruce Wright, Office Manager
(a) Entire Agreement. This Agreement 500 Quartermaster Court
sets forth the entire agreement and Jeffersonville, Indiana 47130
understanding between the parties as to the I'
subject matter hereof and merges all prior f'
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Either party may change the address to which
notice is to be sent by giving written notice effersonville Sewage Department
thereof to the other party. Notwithstanding the (' ense:
foregoing, notice by Licensor of any change in
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charges pursuant to paragraph 6(b) shall also be By
sufficient under this paragraph 8(d) if sent by ` A ._
electronic mail (email) to the contact person �
identified above using the email address most Title:
recently provided by Licensee or used by ! II _
Licensee in correspondence with Licensor.
1 Date: (e) Governing Law. This Agreement shall 1 ( \
be governed by and construed and enforced in
accordance with the laws of the State of
Indiana. The exclusive jurisdiction for any legal Keystone Software Systems (Licensor)
proceeding regarding this Agreement shall be
1
the appropriate federal or state court in the
State of Indiana, and the parties hereto Bye ; 4- e.,/4...,./../7
I expressly p y submit to the jurisdiction of said
courts. Michael Galliher, CEO
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(f) Assignments. None of the Products or Date: July 24, 2012
Services may be assigned or transferred by the
Licensee without the prior written consent of
Licensor. Any attempt by Licensee to assign or
transfer any of the rights, duties, or obligations I
of this Agreement without Licensor's written
I consent is void.
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i i (g) Captions. Captions contained in this
Agreement are for reference purposes only and f
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 to sums that either
party may be called addition on atoll pay , a reasonable sum i
for the successful party's attorney fees.
112970 4 , ,
(I) Limitation on actions. Any claim &
arising out of or related to this Agreement must
be brought no later than two (2) years after it I
has accrued.
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9. Execution
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Licensee acknowledges that it has read this
Maintenance Agreement and agrees to all the
terms and conditions stated herein. The parties
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have hereunto set their hands and seals as of I
the day and year first above written by their
duly authorized officers.
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Norimmi
SCHEDULE A
APPLICATION SOFTWARE
KEY- LEDGER FOR WINDOWS
KEY- BILLING FOR WINDOWS
EFFECTIVE DATE
October 1, 2012
TOTAL ANNUAL MAINTENANCE FEES
$ 5,910.00
PAYABLE BY October 1, 2012 for the initial Maintenance Period and annually thereafter
on the anniversary of that date for all renewal Maintenance Periods.
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