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Home My WebLink About Carmel/Indiana Supreme Court/CPDz APPROVED AS TO FORM RY AGREEMENT THIS AGREEMENT (the Agreement ) is made and entered into as of this 90-11 day of 20W(the Effective Date) by and between the Indiand Supremo CourtLfhrough Its Division of State Court Administration ( DrVision) end C�Gv� a(- 620,0o4 e4""I't po(u ( Client ) WFiCRUAS Division owns and maintains hardware and software for storing data and information trom and for judicial and law enforcement agencies in the Stdte of Indiana ('Division System' as further defined herein) WHEREAS Client desires to ,,access the Division System and have Division store particular data and information ( Data as turther defined herein) on the Division System in accordance with the terms and conditions set forth in this Agreement NOW THERFORF in consi&ation of the covenants and conditions contained herein and for other good and valuable consideration the receipt adequacy and sufficiency of which is hereby acknowledged the parties hereto agree as follows 1 Definitions A Division System means the hardware and software for storing Data and the communication hardware and software to provide electronic access to the Data and additional data and information pro%ided by other clients of Division B Users means those authorized by Client to submit Data to and access the Division System C Data means the information and data provided by Client and Users to Dn ision D Server means the computers ntiintained by Division of by third parties with whom Division has contracted to store the Data 2 Data Client may transmit Data to the Division Svstem foi storage on the Division System Division slid][ dictate the format in which the Data must be submitted to the Division System Client shall submit the Data to Division only in this approved format The Date will be available to and may be accessed by the Division It is Client s iesponsibility to ensure that the Data does not contain any confidential or proprietary information of any lhiid pally Client and Users may access Client Specific Data, and information and data on a given indn ideal submitted by others to the Division System only for the internal business piilposes of Client 3 Client Responsibilities Client shall be responsible foi purchasing all third party hardware software network equipment net%ark access services and other equipment or services necessary to access the Division System Client acknowledges that its use of inv third parry hardware, software equipment or services may be subject to the terms and conditions of a 1060960_1 1 of 5 BMF DRAFr 2nr008 i separate agreement between Client and such thud party Client must provide and maintain a constant and stable Internet connection which can connect with the Server 4 Security Client shall notify Di%ision of anv unauthorized use of its Users passwords or accounts or anv other breach of security of which it becomes aware 5 Term and Termination This Agreement shall commence on the Cffectite Date and shall unless earlier terminated pursuant to this Section continue for a period of one (1) year from the Effective Date ( Initial Term ) At the expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year penods ( Renewal Terms ) unless one of the parties hereto notifies the other in writing at least thirty (30) days prior to the end of the Initial Term or any Renewal Term of its election to terminate this Agreement If such written notice is given then this Agreement shall terminate without further notice at the end of the Initial Term or Renewal Term in which such notice was given Division may terminate this Agreement in whole or in part at an) time for an) or no cause upon thirty (30) days ad%ance written notice to Client Division reserves the right to terminate this Agreement in whole or to part immediately upon notice to Client if Client breaches anv material term of this Agreement 6 rramine Technical Support and Maintenance Services This Agreement does not obligate Division to provide Client support for any third parry hardware software networking equipment network services or other equipment or services not pro,. ided h) Di% ision hereunder 7 Ownership or Data Client shall own all right title and interest in and to the Data and all intellectual property rights therein Client hereby authorizes Division to allow access to the Data on a given mdo idual submitted b) other clients to the Division System only for internal business purposes of Client The Data ma) be aggregated with data and information provided by other clients of Division as necessary Division will not transfer lease or sell Data without the prior written approval of Client 8 Nature of Relationship In performing their respective obligations hereunder each of the parties shall operate as and have the status of an independent pam and shall not act as or be an agent partner or employee of the other party Neither party shall ha%e any right or authority to assume or create any obligations of any kind or to make any representations or warranties on behalf of the other parry whether express or implied of to bind the other party in any respect whatsoever Nothing contained herein shall give or is intended to gne any rights of an) kind therebv creating a third part) beneficiar) thereto 9 Indemnification by Client Client shall be liable for and shall defend mdt.mnify and hold Division harmless from any liabdit) damages or loss and front any claims, suits proceedings demands recot eries of expenses suffered by Dit ision as a result of a breach of this Agreement by Client, including but not limited to any introduction of computer %uuses or other technological measures that compromise the security of and information located within the Servers and/or the Division System 10609601 2of5 BMF DRAFT 2n2008 10 Warrant) Disclaimers and Limitation of Liability DIVISION IS NOT LIABLE FOR ANY DETECTS MALFUNCTIONS DELAYS OR LOSSES DUE TO THIRD PARTY SOFTWARE HARDWARE EQUIPMENT OR SERVICES IIIE DIVISION SYSIEM IS PROVIDED AS IS WITHOUT WARRANfY OF ANY KIND DIVISION MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE DIVISION SYSTEM DIVISION EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING ANY REGARDING MERCHANTABILITY NONINFRINGEMCNT FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES TIIA r MAY OTHERWISE ARISE AS A RESULT OF COURSE Or PERFORMANCE OR USAGE OF TRADE DIVISION DOES NOT WARRANT THAT rf1E FUNCTIONS CONTAINED IN THE DIVISION SYSTEM WILL. MEEI CLIENT S SPECIFIC REQUIREMENTS OR THAT OPERATION OF FHE DIVISION SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE DIVISION SHALL NOT BE LIABLE 10 CLIENT FOR ANY DAMAGES WHATSOEVER EVEN IF CLIENT CAN SHOW THAT IT HAS SUSTAINED DAMAGES IN NO EVENT WILL DIVISION BE LIABLE FOR INDIRECT INCIDENTAL CONSEQUENTIAL OR SPECIAL DAMAGES Or ANY TYPE OR NATURE EVEN IT DIVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES DIVISION SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR PROBLEMS WITH TIIC DIVISION SYSTEM CAUSED BY ALTERATION OR MODIFICATION BY CLIEN I OR FOR PROBLEMS ARISING OUT OF TIIE MALFUNCTION OF CLIENT S OR ANY THIRD PARTY'S EQUIPMENT OR THIRD PARTY SOFTWARE I I Assignment Client shall not assign this Agreement or any license hereunder without the prior express written consent of Division Any other attempt to sublicense assign or transfer this Agreement or the licenses granted hereunder shall be void Merger or change in ownership of a party shill not he deemed to be an assignment 12 Enure Agreement This Agreement together with any exhibits constitutes the entire undeistanding between the parties with respect to the Division System and may only be modified by a writing signed by both parties 13 Severability If any provision of this Agreement is found unenforceable the remaining, provisions shall continue in full force and effect 14 Governing Law This Agreement shall be governed by Indiana law Any actions relating to this Agreement shall be brought and maintained only in the state of Indiana and Client consents to exclusive %enue and jurisdiction therein and waives any right to object to jurisdiction or venue 15 Force Maieure In the event an act of government war conditions fire, flood terrorism labor action or act of God prevents eithei party from performing in accordance with the provisions of this Agreement except for payment obligations of Client such non performance shall be excused and shall not be considered a breach or default so long as the said condition prevails 1060960_1 3 of 5 BMb DRAFT InnOOA JUL-21-2009 10 23 From To 813175712484 Page 17�17 16 Notices Any nohu, required or permitted by this Agreement shall be in writing and shall be sent by Certified Marl, return receipt requested and postage prepaid or by national commercial overnight courser to the address specified herein or such other address as other party may in the future specify in writing to the other To Division 30 Meridian To Chant Department of Law, City of Carmel Indianapolis, IN 46204 Once Civic Square Attu Mary DePRez Carmel, IN 46032 Attu Douglas C Haney City Attorney IN WITNESS WHEREOF, the parties hereto execute and deliver this Application Division Agreement in counterparts as of the Effective Date Indiana Supreme Court, through its Division of State Court Administration ( Diviston ) Printed Name and Tttir. Date 106O 0 1 ring Da>,r r 2WOOR City of Carmel Police Department ("Client ) By 11,t Signature PrintIf / Date Ik k 8{L M W 4of5 IN WITNESS WHEREOF the parties hereto have made and executed this Agreement as follows CITY OF CARMEL INDIANA by and through its Board of Public Works and Safety By MOT Rfeuni- James Brainard Presiding Officer Date Date / K — S — By Authorized Signature Printed Name Title Lon S Member Fib/TIN _ Date $js SSN if Sole ATTEST Date Wa Cordray IAMC DaA IZE9 ym. P a pvI111 & ]IO+WM1101W