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1987-021-RES WHEREAS, the City Council of the City of Paris, did heretofore at a regular council meeting on the 12th RESOLUTION NO. 87-021 WHEREAS, the City Council of the City of Paris, did heretofore at a regular council meeting on the 12th day of November, 1984, authorize the purchase of a municipal application software package specially designed for an IBM System 36 hardware configuration and the negotiation of a contract for the same with Municipal Software Consultants, Incorporated; and, WHEREAS, part of the original proposal included Appli- cation Software Maintenance Agreement, and it is time to activate said program; and, WHEREAS, the Application Software Maintenance Agreement with Municipal Software Consultants, Incorporated attached hereto as Exhibit A, should be approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, That the Application Software Maintenance Agreement wi th Municipal Software consultants, Incorporated attached hereto as Exhibit A, be, and the same is hereby approved; and, BE IT FURTHER RESOLVED, that the Mayor of the City of Paris, Billy Joe Burnett, be, and he is hereby authorized and directed to execute on behalf of the City of Paris the agreement in the form of Exhibit A, attached hereto, with Municipal Software Consultants, Incorporated. Passed and adopted this 9th day of February, 1987. Bi~ ----- ATTEST: ~~-n~ \.~~~~ Mattie Cunning am, Cit er APPROVED AS TO FORM: J~~'om"Y APPLICATION SOFTWARE MAINTENANCE AGREEMENT BETWEEN CITY OF PARIS AND MUNICIPAL SOFTWARE CONSULTANTS, INC. THIS AGREEMENT, made and entered into this 2nd day of February, 1987, by and between the City of Paris, a Municipal Corporation hereinafter called City, and Municipal Software Consultants, Inc., Computer Consultants, with offices at 212 East Franklin Street, Grapevine, Texas, 76051, hereinafter called MSCI. WIT N E SSE T H WHEREAS, City has previously purchased certain computer application software for its user system from MSCI; and WHEREAS, City desires to utilize and to protect all proprietary rights of said application software; and WHEREAS, City desires to employ MSCl for providing sustaining maintenance and application software upgrades; and WHEREAS, MSCI has proposed acceptable terms for providing maintenance and upgrading under an annual agreement basis. NOW, THEREFORE, for and in consideration of the mutual coven- ants and conditions hereinafter contained, City does hereby employ MSCI to provide sustaining maintenance and application software upgrade service and MSCI does hereby accept employment in accordance with the covenants, conditions, definitions and terms which follow together with any exhibits that are mutually approved, attached hereto and made a part hereof. EXHIBIT "A" ART! CLE 1- DEFINITIONS AND LOCATIONS Section 1- Definitions A. "Application Software" shall mean the source and object code supplied by MSCI for the operation of all licensed application software as outlined in the application software contracts. 8. "User Svstem or Hardware" shall mean the equipment as out- lined in the application software contract or equipment delivered during implementation process to the City. C. "Appl ication Software Uporades" shall mean improvements/ upgrades to the licensed application software which improves the operating performance of the application software but does not change the basic function of the licensed software. MSCI will provide complete updates of application software versions without additional charge, but reserves the right to invoice for personne) time expended in the implementation of the proposed upgrades. D. "Application Support/Error Recoverv" MSCI provides support on all applications as installed by MSCI as follows: 1. Provide periodic software updates distributed on diskette with instruction for use and installation. Updates are distributed with either an optional or required installation status. Required updates must be installed to stay within the base system. 2. Successful Implementation of periodic updates is userls responsibility for programs not originally installed by either MSCI or its agents. 3. Error Recovery (fi~ it support) will address all problems encountered in running application software provided to City by MSCI. Assistance will be provided by phone, diskettes being mailed, and an on- site visit by MSCI personnel if required. MSCI reserves the right to bill for travel and per diem expenses for Counties outside of Dallas, Denton, or Tarrant County, Texas. E. "Application Software Use" City shall have the right to use the licensed application software on their "designated equipment" only, without prior written approval of MSCI. Section 2- Locations A. The user system hardware utilizing the application software maintenance and upgrades is located at the City of Paris, P.O. Bo~ 1037, Paris, Te~as 75460. B. All notices and communications under this agreement are to be mailed or delivered to MSCI as follows, unless the City is otherwise notified: Municipal Software Consultants, Inc. 212 East Franklin Street Grapevine, Texas 76051 C. All notlces and communications under the agreement are to be mailed or delivered to City as follows: The City of Paris P.O. Box 1037 Paris, Texas 75460 ARTICLE 11- SCOPE OF SERVICES Section 1- General Reauirements MSCI shall provide maintenance to application software and application software upgrades in accordance with the following terms: A. The agreement between the parties shall initially be for a period of one year from the date of signing, and automati- cally renewed. Either party may terminate the agreement by giving written notice to the other party not less than thirty (30)days prior to annual renewal anniversary date. notice of termination, except for cause, shall not amend duties,rights or liabilities that occur until date of termination. B. MSCI will maintain the licensed application software covered by this agreement during the term of this agreement. MSCI shall make available to the City all updated and revised versions of the application software covered by this agree- ment to the system which have been designed for it by MSCI. C. MSCI will correct any error, however, if such is found to be caused by modification to the application software by any party other than MSCI or its agent, MSCI reserves the right to invoice City for such service on a time and material basis at current MSCI hourly rates plus per diem. D. MSCI shall not be responsible for consequential damages caused by program malfunctions. E. MSCI shall provide express or implied warranty of updates -to application software only if installed or modified by MSCI, or its agent. ARTICLE 111- PAYMENT FOR SERVICES Section 1- Payment for Basic Services The City agrees to pay monthly fees for software updates and maintenance services charges per pricing described in Section 3. The fee shall be reviewed each year prior to the renewal anniversary date and written notice of any needed changes provided to the other party not less than sixty days (60) prior to the effective date for revised charges. All mutually agreed changes in fee charges shall be incorp- orated by approved exhibit of this agreement. MSCI shall invoice the City monthly for agreed monthly fees' and payment shall be made within fifteen days (15) days of receiving said invoice. Section 2- Payment for Additional Services Any services provided as additional to the agreed provisions of Article II of this agreement shall be invoiced on a time and material basis at current MSCI fee rate plus per diem. All invoices for additional services shall require approval, from the City, and payment shall be made within fifteen (15) days of said approval. Additional services typically address the needs of the City, for consulting and custom programming. Hourly fees range from $45.00 to $65.00 per hour based on the individual. Section 3- Software Maintenance Pricinq This includes telephone support, on-site support when required, and periodic program updates. Group Number Description Monthly Fee 1. Financial Systems (Base) $285.00 Includes General Ledger, Accounts Payable, Payroll/Personnel, Utility Billing, Tax Billing & collections. 2. Misc. Accounts Receivable Inventory Work Orders Building Permits $55.00 3. Fixed Assets Vehicle & Equip. Maintenance Street Paving ~ Assessments $50.00 4. Police Information $65.00 5. Publ ic Library $55.00 6. 7. Municipal Court Emergency Medical Service $ 35.00 25.00 This Agreement for Software Maintenance is for the Group(s) described above and indicated below: Group # Accepted ( X' s) Monthly Fee: (From Schedule 3 Above) -------- -.------- -------- --------- ------------- ------------- 1 -X....__ ?R~ no 2 4 x 50 00 65.00 3 y 5 6 7 x X Total Monthly Maintenance- 35.00 25.00 $ 460.00 ARTICLE IV- MISCELLANEOUS PROVISIONS Section 1- Compliance of all Laws The City and MSCI agrees that they will perform their obligations hereunder in accordance with applicable laws, rules, and regulations now and hereafter in effect. If any terms or provision of this agreement shall be found to be illegal or unenforceable then, the remainder whereupon as so amended shall remain in force and effect. Section 2- Special Provisions A. Cessation of Business Riohts: If MSCI or it's successor company,shall for any reason, cease to conduct business, this agreement shall automatically terminate, and no further charges made pr services performed. B. Notices: All notices under this contract shall be in writ- ing and shall be deemed duly given; upon delivery to a party hereto at the address hereinabove set forth or such other address as specified by either party. C. Authority: The City and MSCI have full power and authority to enter into and perform this agreement, and the person signing this agreement on behalf of each has been properly authorized and empowered to enter into this agreement. D. Assionment: MSCI shall not assign or convey this agreement to any other party without prior written consent by the City. Any assignment or attempted assignment without prior written approval of the City shall render this agreement null and void. IN WITNESS WHEREOF, the City and MSCI have executed this agreement on date first above written. APPROVED FOR Ciry of P"ri" <City, County, Etc.) BY: NAME: Billy Joe Burnett TITLE: Uayor DATE: February 9T 19R7 ATTEST: Mattie Cunningham, City Clerk APPROVED FOR MUNICIPAL SOFTWARE CONSULTANTS, INC. BY: NAME: TITLE: DATE: ATTEST: