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Home My WebLink AboutVision Technology, Inc. Agreement (Posse VT) - 1987 06 09 .., ~ -7 -.". AGREEMENT This Agreement is made effective this day of , 1987, by and between the ci ty of winter Springs, Florida, hereinafter referred to as "CLIENT" and VISION TECHNOLOGY, INCORPORATED, a Virginia Corporation located at 11150 Sunset Hills Road, Suite 320, Reston, Virginia, 22090 hereinafter referred to as "VTI". Whereas, VTI offers for sale computer software and services related to the implementation of an automated police information system known as POSSE VT, and CLIENT wishes to acquire the software and related services for use by its police department, the parties agree as follows: 1. SOFTWARE VTI will provide to as POSSE VT, as previously provided below: CLIENT its current version of the software known described in the current system description to the CLIENT, including all modules as defined MASTER NAME INDEX MASTER VEHICLE INDEX CALLS FOR SERVICE(WITH ACES) CRIME REPORTING Offense Arrest Juvenile Property UCR Reporting INVESTIGATIVE SUPPORT Known Offender Field Contact TRAFFIC MANAGEMENT Accidents citations WANTS/WARRANTS VTI grants to CLIENT a non-eXClusive, non-transferable license for the use of the proprietary software named above and all associated documentation. CLIENT understands that the software may only be used on a single central processing unit located on the premises or under the total control of CLIENT. CLIENT may make such copies as required for archival and back-up purposes. The license granted hereunder is a permanent irrevocable license subject only to termination provisions Page 2 of this Agreement. CLIENT agrees that the software, documentation and any other materials communicated to the CLIENT in whatever form are the proprietary property of VTI, and that all such materials will be used by the CLIENT for its own purposes and not transferred in any fashion to any other organization, public or private, without the written consent of VTI. CLIENT further agrees to execute reasonable measures to ensure that its employees are aware of and do not violate this portion of the Agreement. 2. SERVICES VTI will install the POSSE VT software on the computer to be provided by CLIENT for the purpose of operation of this software. CLIENT will provide the computer time required for the installation. VTI will provide five days of on-site training and technical assistance in the operation and use of the POSSE VT software. The training will include all aspects of operation of each module and function in the software. Included in this training will be a review of the implementation procedures and forms to be used by the CLIENT, with technical advice and assistance to the CLIENT in making most effective use of the software. VTI will provide 12 months of User Group Support Service consisting of technical assistance via telephone calls answering any and all questions regarding the operation of the POSSE VT software, issuance of any new releases to the software, correction of any programming deficiencies found in the software, and participation in regional and national meetings of the VITECH Users Group. The starting date for this service will be the first calendar day following installation of the software. 3. DOCUMENTATION VTI will provide one (1) copy of the POSSE VT Users Manual, and one (1) copy of the Code Table Guidelines. VTI shall provide a copy of machine readable source code to the software, if requested in writing by CLIENT, after VTI receives paYment in full for the software license fees and Users Group support Services. Source code for new releases subsequent to the ini tial installation are held in escrow by the current President of the VITECH Users Group to be made available to paid up members of the group in the event VTI becomes insolvent or for any reason is unable to distribute source code required by its clients. 4. COMPENSATION In consideration for the software and services furnished hereunder, CLIENT shall pay VTI a total of $16,100.00. Payment shall be made as follows: a. The initial payment of $4,750.00 is due to VTI upon execution of this contract. . . -, '" Page 3 b. The remainder of the software license fee in the amount of $4,750.00 is due to VTI upon the delivery of the software to the CLIENT. c. The training and installation fee of $4,500.00 is due to VTI upon the completion of installation and training. d. The annual Users' Group software maintenance fee of $2,100.00 is due to VTI upon delivery of the software. There shall be added to the prices shown herein the amount of any sales, use or other taxes required to be paid by VTI based on the sale of software and services to the governmental enti ties having jurisdiction over CLIENT. CLIENT will furnish VTI any required tax exemption certificates in lieu of paYments required. VTI reserves the right to levy a service charge of 1.5% per month on any unpaid amounts beginning 30 days after the date of the invoice, without any requirement of notice. 5. WARRANTY VTI warrants the software provided under this contract to be free from programming deficiencies for a period of 12 months following installation of the software on CLIENT computer. VTI will correct any such deficiencies found during this period and reported to VTI in writing with sufficient documentation at no additional charge to CLIENT. VTI makes no warranty of any kind, express or implied, with regard to the use of the software except as defined in the current system Description and other documentation supplied to CLIENT under this contract. THE WARRANTY SO COMMUNICATED SHALL BE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE AND USE. IN NO EVENT, REGARDLESS OF THE FORM OF ACTION, SHALL VTI BE LIABLE TO CLIENT OR TO ANYONE ELSE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO THE USE OF THE SUPPLIED SOFTWARE BY THE CLIENT IN THE CONDUCT OF ITS NORMAL OPERATIONS. 6. TERMINATION This Agreement can be terminated by either party by the provision of 30 days written notice. Any funds paid by CLIENT to VTI under this Agreement will not be returned to CLIENT in the event of a decision to terminate by the CLIENT. In the event of termination by the client, any funds due to VTI either consisting of the initial paYment due on contract execution or as a result of having delivered software or services as defined in the compensation section of this Agreement will be paid to VTI in the amount specified in the compensation section of this Agreement. Page 4 VTI may terminate the license to use the software defined herein only if CLIENT violates the provisions of Section 1 regarding the protection of proprietary material, or if all compensation defined herein is not paid to VTI as agreed. 7. ATTORNEY'S FEES Both parties agree to pay to the prevailing party any reasonable attorney's fees and other costs and expenses incurred in connection with the enforcement of this Agreement. 8. ASSIGNMENT This Agreement is not assignable without written permission from the other party. 9. GOVERNING LAW This Agreement will be governed by the laws of the State in which CLIENT is located. It constitutes the complete and exclusive statement of the Agreement between the parties and supercedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement, except as specifically incorporated herein. 10. UNENFORCEABLE PROVISIONS If any provision, provisions, or any portions of any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions or portions of any provisions shall be valid and enforceable to the extent possible. 11. AMENDMENT This Agreement may only be changed or amended by a writing, executed by an authorized representative of CLIENT and VTI. 12. RENEWAL OF USER GROUP SUPPORT SERVICES CLIENT may at its option extend the provision of support services beyond the expiration date of this Agreement for addtional 12 month periods by payment of the then current annual support Service fees within 30 days following the start of the new support period. In the event service is continued, CLIENT shall receive all services defined in paragraph 3 of section 2 of this Agreement and the warranty period shall be extended as defined in Section 5 until the expiration date for any such extension. ,.. Page 5 The signatories below acknowledge that they have read and understood this Agreement, that they agree to all terms and conditions stated herein, and that they are the properly authorized persons to execute this Agreement on behalf of the parties. BY: VIS AGREE BY: OLOG~ INCOFPORATED: '. / ' LVJ~h~ FOR C TITLE: TITLE: DATE: DATE: 051287 mod: