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HomeMy Public PortalAboutJustice OneJUSTICE 1 " Contract Identification: Number: - AR02022024-TybeeIsla nd GA NON-EXCLUSIVE LICENSE AGREEMENT THE STATE OF GEORGIA COUNTY OF: Chatham JusticeONE® (herein "JSO"), for good and valuable consideration, hereby grants a nonexclusive license to: City of Tybee (END USER) 403 Butler Avenue j Tybee Island, GA 31328 (ADDRESS) (CITY, STATE, ZIP CODE) (herein "Licensee") to use certain software programs and related materials (herein "Programs") for the designated processing system, subject to the terms and conditions hereof (herein "License"): Programs shall include executable modules for each software program identified in this Agreement, user's manual and related documentation, in machine readable or printed form. LICENSE QTY UNIT PRICE Azure Data Hosting 1 Included Visual Court Management System 1 Included Shield of Justice NCIC Court 2 Included JusticeONE® Pay 1 4% PoS/5.5% Web $ 7.00 dollars per violation or $ 500.00 minimum monthly billing, whichever is greater. Price includes the non -customized modifications related to these following services: Installation, Training, Maintenance, Upgrades and products. Refer to EXHIBIT -A for payment instructions IN WITNESS WHEREOF, we have executed this agreement on this the 1 day of March 2024 to which witness our hands and seal of office. Licensee Signature: Print: Title: Date JusticeONE ftO Signature: Print: Alec Redwine Title: Account Executive Date: 02/19/2024 Forward Looking Statement Presentation(s) or product demonstration(s) shared with you may contain forward -looking statements that involve risks, uncertainties, and assumptions. If any such uncertainties materialize or if any of the assumptions prove incorrect, the results of Courtware Solutions, Inc. (Courtware) could differ materially from the results expressed or implied by the forward -looking statements that we make. Customers who purchase our services should make their purchasing decisions based upon features that are currently available. Courtware Solutions, Inc. DBA JusticeONE 5917 Edenfield Dr, Ste. 110 - Acworth, GA 30101 1 866.530.1452 1 justice-one.com 1. LICENSE Licensee acknowledges that it shall be deemed a licensee of Courtware Solutions, Inc, and that it obtains hereby only a non-exclusive license to use the Programs. Title and all ownership and intellectual property rights in the Programs licensed under this license Agreement remains with ISO and do not pass to licensee. The Programs are agreed to be valuable proprietary information end to contain trade secrets, which ISO is authorized to license, Licensee is licensed to use the Program solely for the internal purposes of its own business, Licensee agrees that Licensee will not permit the Program to be used either directly or indirectly by licensee's customers or any other person or entity through a timesharing service, service bureau arrangement or otherwise. Licensee may not grant sublicense or other rights in the software to others, nor assign or transfer thislicense to any third party. ISO shall have the right to terminate this license if licensee violates any of its provisions, Licensee recognizes and agrees that the Program and all portions, reproductions, modifications and improvements thereof provided to licensee hereunder are (1) considered by JSO to be trade secrets; (6) provided to licensee in confidence; and (iii) the exclusive and proprietary information of ISO. Title and full ownership rights in the Product and modifications and improvements provided by JSO shall not vest in licensee. Licensee agrees not to remove or destroy any Proprietary or confidential legends or makingsplaced upon or contained within the Program and related materials. 2, TERMS This license shall be in effect From the date of execution of This Agreement and shall remain in effect during the term of this agreemenL Upon termination or expiration of this license, all tights and obligations shall cease, except the licensee's obligation to maintain Lhe confidentiality of ISO's proprietary information. 3. SECURITY Licensee shall take all reasonable steps necessary to ensure that the Programs, or any portion thereof, on magnetic, tape, disk or memory or in any other form are not made available by the licensee or by any of its employees to any organizations, or individuals not licensed by this license Agreement to make use thereof, in particular licensee recognizes the proprietary nature of the Programs and agrees as follows: a To make no copies or duplicate the Programs orany component thereof by any means for any purpose whatsoever except as is required for archival or security storage purposes, without prior written consent of ISO. b. To reproduce ISO's copyright notice on all materials related to or part of the Programs on which ISO displays such copyright notice, including any copies made pursuant to this license Agreement. c. Licensee shall not copy, reproduce, reverse assemble, reverse compile, compare, modify, merge, transfer or distribute the Program or allow any other person to do so in any way or manner without theprior wt Elan authorization of ISO. d. Any modifications or enhancements to the Program, or any other Program related material provided by ISO to the Licensee shall be subject to all conditions and restrictions contained in this Agreement 4. LIMITATION OF LIABILITY ISO's liability for damages to licensee for any cause whatsnever related to this license, and regardless of the form of action, whether in contract or in Tort including negligence, shall be limited. This limitation of liability will not apply lo .claims for patent and copyright Infringement. Notwithstanding anything herein to the contrary in no event shall ISO be liable for any lost profits, lost savings, or other special, incidental or consequential damages, or for punitive or exemplary damages, even if JSO has been made aware of the possibility of such damages, or for any claim against any other party, in connection with the delivery, installation, training, testing, use, performance or nonperformance of the Programs, or the act or failure to act of JS0, or arising out of, related to or in connection with this Agreement. 5. TERMINATION Upon termination of the license herein granted arising from terninalion of this license for any reason, licensee shall deliver to JSO all magnetic or otherwise materials, together with all portions, reproductions, and modifications thereof, furnished by ISO and pertaining to the Programs and shall also warrant that all copies thereof have been destroyed or returned to JSO. Within ten (10) days of request by JSO, licensee shall certify in writing I0 JSO that to the best of licensee's knowledge, the original and all copies, in whole or part, or the Programs have been destroyed or returned to JSO. In addition, all documentation, listings, notes or other written material pertaining to the Program shall be returned to JSO or destroyed. The right of termination under this Section shall be in addition to any other right or remedy either party may have al law or in equity, 180 shall have the right to terminate this Agreement, by giving written notice of such termination to licensee, in the event that the licensee (i) fails t0 pay JSO any sums due and payable hereunder within ten (10) days oiler their due dale, (ii) fails to observe any of the licensee's obligations hereunder with respect to proprietary information or confidentiality, or (iii) fails to perform or observe any other material termor obligation sel forth in this Agreement, 6, NO WARRANTY JSO PROVIDES TI -LE PROGRAM "AS IS". ISO MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, AND WITHOUT LIMITATION, THE CONDITION OF THE PROGRAMS, ITS MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE ISO does not warrant that the function contained in the Program will meet the licensee's requirements or that the operation of the Program will be uninterrupted or error free. 7. SPECIAL SERVICES " ISO will provide the Client with Such Special services or supplies reasonably requested or approved by the Client including, but not limited to, special data entry services, such as conversion, program and lest data keypunching, data entry, computer runs, or industrial or systems engineering services provided that the Client. and ISO agree upon the fee therefore, and that the Client approves, in writing, payment for such services as special, 8. EMPLOYMENT The Client agrees to retain and employ JSO as an independent Contractor, and ISO agrees to Serve the Client upon the terms and conditions hereinafter staled, 9, SERVICE PERIOD This agreement shall commence March 1.2024 and shall continue to and including February 28.2025 . Client shall have the right and option to continue to receive the services of ISO as provided Hereunder for additional periods In the event that the Client elects to continue to receive services from ISO, this Agreement shall automatically renew for an equal term, unless the Client informs 1S0 in writing ninety (90) days prior to the Agreement Expiration Dale, This Agreement applicable thereto shall continue in full fore and effect for any additional period licensee determines. 10. AGREEMENT TERMINATION OR EXPIRATION Not less than three (3) months prior to the Expiration Dale, the Client shall notify ISO whether or nol it desires after the Expiration Dale to use the ISO Programs. Upon termination of this Agreement in part or in full by action of the terms herein or upon action of the parties, JSO will assist in the transferring of the Client's data files retained by 350 pursuant lo this Agreement, to another data format that the Client desires and communicates provided however, that such formats do not violate the proprietary rights of JSO. Further, costs involved with any such transfer of data shall be borne by the Client. 1 1. AUTHORIZATION The chief executive officer ("Executive') of the Client certifies that all appropriate steps to legally enter into this agreement have been taken on behalf of the client, that the matter has been approved by the appropriate legislative body and that the terns of this agreement are understood. Moreover, the executive certifies that all laws, rules and regulations as well as any local government rules were followed with regard to acceptance of this contract and that this agreement meets all standards for governmental contracts. 12, DUTIES During the period or periods Of ISO's retainer hereunder, JSO shall provide data processing services to the Client and its various departments: ISO agrees to provide any necessary training to the Client's personnel to the extent at which the personnel are proficient utilizing the JSO software. The Client will retain the right to request additional training throughout the life of the contract al times agreeable by both parties. The Client acknowledges that during the term of this Agreement certain computer programs will be utilized or otherwise made available and that these programs and their use by the Client shall ba govemed this Agreement. 13. DATA FILES The Client's data files and the data contained therein shall be and remain the Clients properly and all the existing data and data files shall be returned to it by ISO al the Expiration Date or upon earlier termination of this Agreement, The Client's data shall not be utilized by JSO for any purpose other than that of rendering services to the Client under this. Agreement, nor shall the Client's data or any part thereof be disclosed, sold, assigned, leased, or otherwise disposed of to third parties by ISO or commercially exploited by or on behalf of ISO, its employees or agents. 14. COMPENSATION AND TERMINATION Commencing I March 2024 the Client shall pay to ISO monthly at its office in Cobb County, Georgia, as fees for its services, upgrades, and software support a monthly sum of S 7.00 per paid violation or a minimum monthly amount of S 500.00. whichever is greater. The per paid violation fee is subject to change to a monthly flat fee amount that is equal to the Client 12 month (or number of months used if less than 12 months) average The payment rate is subject L0 change, upon notification. The Client will be responsible for generating an invoice report from the Court Management System each month to be included in with the payment sent to JSO office in Cobb County, Georgialithe Client shall default in the payments of ISO provided for herein above or shall fail to perform any other material obligation agreed to be performed by client hereunder ISO shall notify the Client in writing of the facts constituting default if the Client shall not cause such default to be remedied within ten (10) days after receipt of such written notice, ISO shall have the right with no further written notice to terminate aforementioned support. 15. Data Sharing If used the Client consents and agrees to Caurtware's collection and use of all law enforcement and. court data provided by Client to Courtware, including but not limited to the Shared Data Although the Client acknowledges and agrees that Courtware collects data as a part of its ordinary business activity and Courtware may use, distribute, sell and reproduce such data at its sole and absolute discretion, Client also specifically consents and agrees to Courtwaec's providing the Shared Data to any and all of those persons and entities participating in Courtvare's Data Sharing network. Client acknowledges and agrees that CouAware is not responsible for and does not make any warranties with respect to the accuracy of any Shared Data. Client agrees to provide accurate Shared Data to Courhvare, and Client acknowledges that otter persons and entities may have access to, use, distribute and reproduce any or all of the data collected by Courtware, including but not limited to the Shared Dala, Client agrees that it will not provide Courtware with any data that cannot be lawfully disclosed 10 other persons or entities by Courhvare. Client further warrants that all Shared Data provided by Client to Courhvare is publicly available and is not subject to any intellectual property claims or other claims of any other person or entity. Client agrees to comply with all slate, federal, and local privacy, security and otherwise applicable laws, rules and regulations in any way related to the use, transfer or disclosure of any data provided by Client to Courhvare, including but not limited to the Shared Data. Client agrees that Client will only use the Shared Data in a manner consistent with all applicable laws, rules and regulations, Client agrees not 10 sell, provide access to or redistribute in any manner to any person or entity who is not at that lime employed by Client, whether electronically, in paper formal, or otherwise, any of the Shared Data that Client receives from Courhvare, unless prior written consent is given by Courhvare. Client agrees to require all employees and any other person or entity that may have access to any Shared Dala to return all copies, whether electronic, paper or otherwise, of the Shared Data back to Client immediately upon ceasing to bean employee of or under contract with Client. 16. MISCELLANEOUS This Agreement shell be binding upon the successors and assigns of each party. Other than JSO's granting a Uniform Commercial Code security interest to a third -party lender in the accounts receivable/contract rights to receive money under this Agreement and many equipment furnished by ISO to Client, neither party shall assign its rights or obligations hereunder without the express written consent of the non -assigning party. The Agreement shall embody the entire agreement between the parties but may be amended from time to time by the written consent of both parties. This agreement shall be construed under the laws of the State of Georgia, and the invalidity of any portion shall not invalidate the remainder of the agreement, but such remainder shall be given full force and effect if practicable. " Definition of a "Paid" Violation; Any violation in which a payment has been received, Definition of "Special Services"; Services and or enhancements that are unique to Client, and cannot be used by ISO's existing customer base. \cd' r.,q ta-nIyw._ nom . e/ r Ise,"° -V1'11,5151- �r lL JUSTICEOHW EXHIBIT -A Contract Identification: Number: - AR02022024-TybeeIslandGA P: 678-884-0165 E: finance@justice-one.com *Payment Address and Correspondence Instructions * Dear Valued Client: Please see payment remittance and correspondence instructions below. Bank Name: Bank Address: Account Name: ABA#: Account #: Please direct all ACH Transfers to the following: Truist Bank 303 Peachtree St NE Fl 32 Atlanta, GA 30308 Courtware Solutions DBA JusticeOne 021052053 39494961 Please mail all checks to the following lockbox locations: Mailing Address Courtware Solutions Inc DBA JusticeOne P.O. BOX 117767 ATLANTA, GA 30368-7767 Overnight Delivery Courtware Solutions Inc DBA JusticeOne Attn: 117767 100 South Crest Drive Stockbridge, GA 30281 Please include ALL Invoice Numbers on Checks and ACH remittances CORRESPONDENCE ADDRESS — Please only send checks and remit to P.O. Box. All other documents shall be mailed to 5917 Edenfield Dr. Suite 110 Acworth, GA 30101. If you are only able to make payment by wire transfer, please call us at 678-884-0165 for wire transfer instructions. If you have any questions about this request, please feel free to contact our Finance Department at 678-884-0165 to verify. Best regards, Finance Department Courhvare Solutions, Inc. DBA JusticeONE 5917 Edenfield Dr, Ste. 110 - Acworth, GA 30101 1866.530.1452 1 justice-one.com EXHIBIT — B CJA/G-NCJA and Vendor CJIS Network & Data Agreement This document constitutes an agreement between the (CJA or G-NCJA) (ORI) and (Vendor) hereinafter referred to as the vendor. The criminal justice agency (CJA) or governmental non -criminal justice agency (G-NCJA) that is involved in the administration of criminal justice and the vendor have a written agreement in which die vendor will provide services specific to the administration of criminal justice that involves either direct or indirect access to data through the Georgia Criminal Justice Information System (CJIS) network. The vendor shall comply with the Federal Bureau of Investigation (FBi) CJIS Security Policy and the Rules of the Georgia Crime Information Center, O.C.G.A § 35-3.30 el. seq This agreement incorporates the CJIS Security Policy and the Security Addendum. lithe vendor is performing work on behalf of the CJA or G-NCJA, then a brief statement should be included in the area below identifying the agency's purpose and scope of providing services for the administration of criminal justice (see FBI CSP 5.1.1.5) The vendor shall maintain a list of personnel with access to criminal justice information (CJi) and provide a copy to the CJA or G-NCJA upon request. Vendors whose services enable access to the CJIS network shall maintain a current nehvork topology diagram that meets the FBI CJIS Security Policy requirements and provide a copy of the diagram to the CJA or G-NCJA upon request. In addition, the vendor shall notify the CIA or G-NCJA when the vendor ownership or name changes, to include merging of entities The CIA or G-NCJA reserves the right to terminate this agreement, with or without notice, upon delennining the vendor has violated any applicable law, rule or regulation or has violated the terms of this agreement. IN WITNESS WITEREOF, the parties have executed this agreement as of the date set forth. CJA or G-NCJA Signature Vendor Signature David Hamil Print Name Print Name Date Date Vendor Address: Administration of Criminal Justice is defined as, the detection, apprehension, detention, pretrial release, post -trial release, prosecution, adjudication, correctional supervision, or rehabilitation of accused persons or criminal offenders. It also includes criminal identification activities; the collection, storage, and dissemination of criminal history record information; and criminal justice employment. Page 1 of 1 d,n, , 111th JUSTICEEl ° Payment Services Account O[ib ;II- ding' POWERED BY nn JUDICIAL ABOUT YOU First Name Middle Name Title Address Zip ABOUT YOUR GOVERNMENT AGENCY Legal Name Physical Address Zip Point of Contact Name Year Established Point of Contact Phone WEB Address Last Name City Type City Federal Tax ID State Point of Contact E-mail State Banking Information Bank ACH Route Number Bank Account Number Confirm Bank Account Number PLEASE SUBMIT A VOIDEDCOPY OF CHECK OR BANK LETTER WITH ACCOUNT INFORMATION Type of Funding Average Monthly Volume �r lL JUSTICEMC JusticeONE PayONE — Court Payment Processing Onboarding Checklist: a. Completed Onboarding Form (attached) b. Voided Copy of Check or Bank Letter that includes Account Information. c. Completed W-9 Form(attached) d. Agency Logo e. Current OLP percentage/amount. f. Current POS percentage/amount. g. List of current rules that might apply for your agency for violators paying online. CON 1'1(ACT ADDENDUM FOR CITY OF TYBEE ISLAND AND Notwithstanding any other provision of the agreement and/or any other addendum to the agreement, the parties agree that -the provisions of the contract attached hereto are modified, cancelled or removed to the extent inconsistent with the provisions of this addendum: 1, In all instances the provisions of O.C.G.A. 36-60-13 shall control such that any obligation on the part of the City shall cease without condition in the absence of renewal at the end of the fiscal year or calendar year as applicable. 2. The contract is limited to a twelve-month term subject to automatic renewals. 3. There is no obligation on the part of the City to indemnify any other party, including any other contracted party, as such provisions are not valid under Georgia law. 4. The provisions and performances under this agreement and addendum shall be governed by the laws of the State of Georgia and any applicable federal law. Any and ail disputes which might arise under theterms of the agreement, the addendum or the transaction between the parties shall be resolved in the states and federal courts located within Chatham County in the State of Georgia, including, but not limited to, the US District Court for the So uthem District of Georgia, Savannah Division. 5. The City of Tybee Island does not waive the right to trial by jury on any dispute. 6. The City does not authorize the use ofits name or logo in any contracting party's marketing or promotional activities in the absence of a specific authorization following the contracting party's making such promotional or marketing activities known and available to the City. The City shall have 10 days following the receipt of such information or material within which to approve or disapprove the use ofits name or logo and the failure to the City to respond that such promotional or marketing is permissible, it shall be deemed a rejection and the use shall not be permitted. 7, For any insurance requirement imposed upon the City, the City may satisfy its obligations by having coverage with the Georgia Interlocal Risk Management Program. VENDOR By: Print Name Title Date 572.572.000.Forms - Contract Addendum CITY OF E ISi. By: dam'% b// ' Date