1994-114-RES WHEREAS, the City Council has been made aware of the Municipal Court's need for computer program
RESOLUTION NO. 94-114
WHEREAS, the City Council has been made aware of the Municipal Court's need for
computer program software to operate on the AS400 system which is currently installed at City
Hall and which will be installed at the Municipal Court within the next few weeks, and the City
of Paris is agreeable to accepting such service; and,
WHEREAS, in order to receive such service, it is necessary for the City of Paris and
the Municipal Court to enter into an Agreement with Innovative Systems Group for computer
program software; and,
WHEREAS, the form of agreement for such service attached hereto as Exhibit A should,
in all things, be approved, and City Manager. Michael E. Malone, should be authorized to
execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the
contract between the City of Paris and Innovative Systems Group for computer program software
to operate on the AS400 system for the Municipal Court is hereby accepted conditioned upon
said computer program software meeting all of the terms and conditions included in the
agreement attached hereto as Exhibit A; and,
BE IT FURTHER RESOLVED, that the City Manager of the City of Paris, Michael
E. Malone, be, and he is hereby, authorized and directed to execute on behalf of the City of
Paris the agreement with Innovative Systems Group for the computer program software in the
form shown in Exhibit A attached hereto.
PASSED AND ADOPTED this 12th day of September, 1994.
J;M~~
Don Shelton, Ma or
ATTEST:
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Mattie Cunningham, City Clerk
APPROVED AS TO I:<'ORM:
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T. K. Haynes, . Attorney
AGREEMENT FOR SERVICES
THIS AGREEMENT made by and between The City of Paris,
Texas, hereinafter referred to as "The City" and Innovative
Systems Group, hereinafter referred to as "Vendor" , in
consideration of the mutual promises and subject to the terms and
conditions set for herein, is as follows:
The Vendor and The City agree that the following terms and
conditions shall govern in all cases when the Vendor furnishes
assistance to the City in the installation, maintenance, and use of
data processing products and systems.
A. Services
This agreement shall cover all assistance in the installation,
maintenance, and use of data processing products and systems by the
Vendor for the implementation of municipal court software system.
The vendor will work through an MIS assigned software support
person to accomplish all services with the City.
The vendor agrees to provide the following:
1. Municipal Court Software Object Code
2. Source Code used for object creation
3. 2 days of on-site training
4. Twenty hours of software customization
5. Defect Support for 1 year
6. User's Manual
B. Compensation
The cost for base Municipal Court System is $7,500.00 The city
agrees to pay fifty percent ($3,750.00) upon acceptance of this
contract at which time the vendor will begin installation. Vendor
agrees to complete installation and training on or before 60 days
of acceptance of this contract. After the system has been operable
for 30 days without major interruption, the remaining fifty percent
($3,750.00) will be paid to the vendor. The City agrees to pay
submitted invoices within 10 working days of receipt of said
invoice. If the city fails to pay said invoice within the 10 day
period, the city agrees to pay a penalty of ten percent of the
invoice amount. In the event of a disputed invoice, City shall
notify vendor in writing of the specific nature of the dispute.
The City shall not be obligated to pay the invoice in dispute until
said invoice has been satisfactorily resolved by both parties. Any
compensation in excess of the sums set forth herein can be
authorized only by written supplemental agreement executed by both
parties.
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EXHIBIT A
c. CUstom Programming
Any additional programming exceeding the scope of this project will
be performed at a cost of fifty-five dollars ($55) per hour. Costs
for programming of specific changes along with redefining the scope
of the project, will be defined in a system change request
hereinafter referred to as an "SCR". In the event the Vendor comes
to believe that the cost of performing the services might exceed
the sums set forth by an assigned SCR, the Vendor shall immediately
notify the City. The parties will then mutually develop an
agreement either to modify the scope or to execute a written
supplemental agreement increasing the compensation to be paid to
the Vendor.
D. Additional Training
Additional training will be offered at a cost of twenty-five
dollars ($25) per hour.
E. Fixes
For a period of twelve (12) months after acceptance of the system,
the Vendor will correct all errors found by the City. Such
corrections shall be in process and if possible, completed, within
twenty four (24) hours after their discovery, and shall be at no
cost to the city. Vendor will make available a maintenance
contract to cover said software at the end of the warranty period
for a price of $1,275.00 annually.
F. Source Availability and Access
The Vendor agrees to furnish to the City, upon request and without
charge, a single copy of the source code used in the preparation of
the package, made current to the date of delivery.
Go Right Upon Orderly Termination
Upon termination of this contract each party shall immediately
return to the other all materials, with the exception of software
and source code used for the execution of this contract. In
addition, each party will assist the other party in orderly
termination of this contract and the transfer of all aspects
hereof, tangible and intangible, as may be necessary for the
orderly, non-disrupted business continuation of each party.
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H. Confidentiality
Each party acknowledges that all material and information which has
or will come into the possession or knowledge of each in connection
with this contract or the performance hereof, consists of
confidential and proprietary data. The disclosure to or use by
third parties will be damaging. Both parties, therefore, agree to
hold such material and information in strictest confidence, not to
make use thereof other than for the performance of the contract, to
release it only to employees requiring such information, and not to
release or disclose it to any other party.
I. Rights to Programs
Both parties agree that the Vendor shall have the right to sell the
programs without restriction.
J. Consequential Damages
Neither party shall be liable to the other party for any indirect,
special, or consequential damages for an amount greater than the
total price paid for the software.
K. Entire Agreement
This contract constitutes the entire agreement between the parties
with respect to the subject matter; all prior agreements,
representations, statements, negotiations and undertakings are
superseded hereby.
L. Governing Law
Any dispute under this agreement shall be determined by any court
of competent jurisdiction in Lamar County, Texas with the losing
party paying the court cost and attorney's fees of the prevailing
party.
M. Authority
Each party has full power and authority to enter into and perform
this contract, and the person signing this contract on behalf of
each has been properly authorized and empowered to enter into this
contract. Each party further acknowledges that it has read this
agreement, understands it, and agrees to be bound by it.
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.
N. Employee Solicitation
Both parties recognize and acknowledge that employees who are
engaged in electronic data processing activities possess special
and unique technical talents which are in great demand in the
present economy and further recognize and acknowledge that each
party has incurred substantial expense in recruiting and training
such employees and incur even greater expenses if required to
replace any such employee. Therefore, in the event either party
employs, either directly or indirectly, a present employee of the
other party, or wi thin ninety (90) days of his or her date of
termination, employs a former employee of the other party, the
hiring party does hereby agree to reimburse the other party in an
amount equivalent to six (6) times the gross compensation paid to
said employee by the other party for the last thirty (30) day
period during which time said employee was employed by the other
party. Both parties agree that said reimbursement is a reasonable
equivalent of the other party's losses. Both parties agree that
this provision shall only relate to employees and former employees
of the City and the Vendor who are or were employed by the specific
branch of the Vendor and the specific office of location at Which
such employee performed services.
IN WITNESS WHER.EOF, the parties hereto,
intending to be legally bound and acting through their authorized
representati ves, have executed this Master Agreement as of the
following date:
CITY OF PAR.IS,
By
TEXAS
Title
Date
V~OR/F~SULTANT
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