Info Serv Agcy (2)/Barrett Law/j%~L~~- ~/. Q/
SOFTVVARE AGREEMENT
This Agreement is entered into this date by and between the City of Carmel,
Indiana ("Grantee") and the City of Indianapolis and its Information Services Agency
("Grantor").
WHEREAS Grantor is the owner/licensee of certain computer software used for
"Barrett Law" purposes ("Software"); and
WHEREAS the parties hereto desire that Grantor give and donate the Software to
Grantee in order for the Grantee to utilize said Software in its administration of Barrett Law
projects.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Grantor hereby grants to Grantee a perpetual non-exclusive and non-
transferable license to the Grantor's "Barrett Law Software" and its source and object
code, for purposes of administering Grantee's Barrett Law projects in any and all manners.
The Barrett Law Software shall be used only for the processing of Grantee's own
business. Grantee shall not permit any third party, other than agents of the Grantee acting
on the Grentee's behalf in the normal course of business, to use or access the Barrett Law
Software without written permission of the Grantor.
2. In exchange for the license granted to Grantee by Grantor, Grantee hereby
agrees to indemnify, defend, and hold harmless the Grantor, and its officers, agents,
officials and employees for any and all third party claims, actions, causes of action,
judgments and liens to the extent they arise out of the use or possession of the Barrett
Law Software by the Grantee, regardless of whether or not it is caused in part by the
negligence of the Grantor.
3. THE BARRETT LAW SOFTWARE LICENSED UNDER THIS AGREEMENT IS
GRANTED "AS IS" WITHOUT WARRANTY OF ANY KIND. GRANTOR EXPRESSLY
MAKES AND GRANTEE RECEIVES NO WARRANTY, EXPRESSED OR IMPLIED, AND
ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE EXPRESSLY EXCLUDED. GRANTOR SHALL HAVE NO LIABILITY
UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL
DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
4. Grantee acknowledges that it will contract with ACS, Inc. for any updates or
support it may need with regard to the Software.
5. This Agreement and all attachments hereto as incorporated herein represents
the entire understanding and agreement between the parties hereto with respect to the
subject matter hereof and supercedes all prior oral negotiations and written agreements
between the parties and can be amended, supplemented, modified, or changed only by
agreement in writing which makes specific reference to this Agreement or to the
appropriate attachment or document which is signed on behalf of both parties.
6. This contract may be executed in two or more counterparts, each of which shalJ
be deemed an original, but all of which together shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the partes hereto have caused this Agreement to be
executed on this .'~//'zday of ~ (' t¥, ~:: L~_, ,2001.
GRANTEE, by and through its Mayor/Presiding Officer for the City of Carmel and its Board
of Public Works:
BY:
Billy Walker, Board Member
BY: Mary ~,~Burke, Board ~ember
ATTEST:
BY:
Diana L. Cordra~urer
GRANTOR, by and through its Information Services Agency.
BY:
Michael B. Hineline
BY: o e . org~.n.n
ARbrtAB t
ssistant Corpora ion
Counsel
October 29, 2001
Information Services Agency
Nadeen Biddinger, Deputy Director
CITY OF iNDIANAPOLIS
200 East Washington Street
Suite 1942
Indianapolis, 1N 46204
Dear Ms. Biddinger:
On October 26, 2001, the Board of Public Works and Safety approved an Agreement to receive
computer software used for Barrett Law purposes from the City of Indianapolis. Enclosed are
two original documents, executed by our Board of Public Works, to be signed by Michael
Hineline and Robert Borgmann. Upon final execution, please return one of the originals to me in
the self-addressed envelope enclosed for your convenience.
I appreciate your assistance with this matter. If you have any questions or concerns, please do
not hesitate to contact me at 317.571.2413.
Sincerely,
COPY
Carfie A. Gallagher
Deputy Clerk-Treasurer
Enclosure