Res 1045 - Softwre Main Agt MSI
COUNCIL BILL NO. 1288
RESOLUTION NO. 1045
A RESOLUTION AUTHORIZING A SOFTWARE MAINTENANCE AND ENHANCEMENT
AGREEMENT WITH MSI GROUP, INC.
WHEREAS, the City of Woodburn has authorized the software license agreement
with MSI Group, Inc. for the court information system per Council Bill 1287; and
WHEREAS, the City of Woodburn desires the additional maintenance,
consultation, and enhancement provisions available for an undefined period of time on
a monthly basis at the option of the City, and
WHEREAS, it is in the best interest of the City of Woodburn to ensure the proper
maintenance of this software application; NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. The City Administrator is authorized to sign and execute the agreement
entitled "MSI Group, Inc. Software Maintenance and Enhancement Agreement," a copy
of which is attached for reference. ~
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Approved as to Form: f /' /' \J
City Attorney Date
APPROVED: . u.J
Fred W. Kyser, Mayor
Passed by the Council
Submitted to the Mayor
April 8. 1991
April 9, 1991
Approved by the Mayor
April 9, 1991
Filed in the Office of the Recorder
April 9. 1991
ATTEST: ~ \ ~~
Mary T ant, Deputy Recorder
City of Woodburn, Oregon
Page 1 - COUNCIL BILL NO. 1288
RESOLUTION NO 1045
MSI GROUP, INC
SOFTWARE MAINTENANCE AND ENHANCEMENT AGREEMENT
WHEREAS, the City of Woodburn, Oregon, hereinafter referred to as CITY,
and, MSI Group, Inc., hereinafter referred to as MSI have executed a separate agreement
for the non-transferable, non-exclusive use of MSl's Municipal Court Information System
Software, henceforth ''the software," and
WHEREAS, City desires and MSI can provide software maintenance services
and enhancements for the software, NOW, THEREFORE:
1. SCOPE OF SERVICE
MSI shall provide software maintenance services durillg the period of this agreement.
Software maintenance services are defined as the services necessary to keep the
software in functional and operating condition. The services include, but are not limited
to, telephone consultations with MSI during normal business hours, the shipping of
diskettes and computer materials, where necessary, to MSI via United Parcel Service or
other overnight carrier, and "on site" visits by MSI if this is reasonably required. MSI shall
respond to CITY'S request for service within twenty-four (24) hours after notification by
CITY and shall continue with reasonable diligence until the service request is resolved.
CITY shall provide a modem and telephone line for MSI to provide software maintenance
services. All toll charges are the responsibility of CITY.
MSI shall also provide to CITY software enhancements and upgrades during the period
of this agreement.
MSI assumes that CITY has adequate backup copies of its data files. MSI is not
responsible for lost or unrecoverable data files. MSI recommends that backup media be
replaced by CITY, at a minimum, every 6 months.
2. EFFECTIVE DATE
This agreement is effective on the 61st day after installation of the software.
3. TERM
The initial term of this agreement shall be from the effective date until December 31, 1991.
Thereafter, the agreement shall be renewed upon an annual basis upon written approval
of both parties.
Page 1 - Software Maintenance and Enhancement Agreement
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4. PAYMENT
Upon commencement of this agreement CITY shall pay MSI a monthly payment in an
amount of one hundred twenty-five dollars ($125.00) payable to MSI, in advance on the
first day of each month.
5. TERMINATION
Either party may terminate this agreement by given written notice to the other party thirty
days prior to the termination date.
6. GOVERNING LAW
This agreement shall be construed and the legal relation between the parties determined
in accordance with the laws of the State of Oregon.
7. WAIVER
No waiver by either party of any breach of any provision of this agreement shall be
construed as a waiver of any succeeding breach of the same or other provision of this
agreement.
8. ASSIGNMENT
This agreement shall be binding upon and shall inure solely to the benefit of the parties
hereto. Assignment of the agreement shall not occur without prior written consent of the
parties.
9. ATTORNEY FEES
Should either party be required to seek the services of an attorney to enforce its rights
under this agreement, the prevailing party in such action shall be entitled to recover
reasonable attorney fees, legal costs, and other collection fees and costs incurred by that
party in connection with the suit.
10. SEVERABILITY
If any provision or part of this agreement shall be declared illegal, void, or unenforceable,
the remaining provisions shall continue in full force and effect.
Page 2 - Software Maintenance and Enhancement Agreement
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11. ENTIRE AGREEMENT AND ACKNOWLEDGEMENT
The parties acknowledge that this agreement has been read and understood, represents
the entire agreement and understanding of the parties, and supersedes all prior
agreements, communications, or understandings, whether or oral or written.
12. NOTICES
All notices required by or related to this agreement shall be deemed to have been
properly given when delivered personally or sent by mail with all postage fully prepaid to
the parties hereto at the respective addresses set forth below, or at such other address
as may be furnished by either party to the other in writing:
MSI:
MSI Group, Inc.
Bryan D. Smith, Vice-President
2120 South Waldron, Suite C-312
Fort Smith, Arkansas 72903
CITY:
City of Woodburn
Michael I. Quinn, City Administrator
270 Montgomery Street
Woodburn, Oregon 97071
Agreement entered into this '/ t!J day of
Apr; I
, 1991.
FOR MSI:
Signature: ~",,)/,/!-I.-1 J. ~
V' Bryan D. Smith
TItle:
Vice-President
FOR CITY:
Signature:
L-:;?7.;C-4~J::;? c/' ~
MichaeylOuinn
Title:
City Administrator
Page 3 - Software Maintenance and Enhancement Agreement