State Form 55931 Prescribed Contract for Computer Software, Services, and Equipment - Indiana

Form State55931 or the "Prescribed Contract For Computer Software, Services, And Equipment" is a form issued by the Indiana Department of Local Government Finance.

Download a PDF version of the Form State55931 down below or find it on the Indiana Department of Local Government Finance Forms website.

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PRESCRIBED CONTRACT FOR COMPUTER SOFTWARE, SERVICES,
AND EQUIPMENT
State Form 55931 (11-15)
This Contract is entered into by and between
________________________________________________________________________(“Contractor,”
which term shall include the Contractor’s principals), the ____________________________ County
__________________________________ and the Board of County Commissioners of __________ County,
Indiana (hereinafter jointly and severally the “County,” which term shall also mean ____________ County,
Indiana), and the Department of Local Government Finance (“Department”), a party solely for the limited
purposes of approving the employment of the Contractor and exercising statutory oversight pursuant to IC 6-
1.1-31.5-2(c).
RECITALS
A. The County has determined it is in the County’s best interest to employ the Contractor as an information
technology provider pursuant to the provisions of IC 6-1.1-31.5-2 for the purpose of providing computer
software, services, and/or equipment as required by IC 6-1.1-31.5-2 and 50 IAC 26;
B. The County and the Contractor have complied with IC 5-22 in obtaining bids, proposals, or a special
procurement, and the purchase of the Contractor’s software, services, and/or equipment is in compliance
with Indiana law;
C. The Contractor’s software, services, and/or equipment are certified by the Department pursuant to 50
IAC 26-18;
D. The County is awarding the Contract to the Contractor after compliance with IC 5-22, and the Contractor
is willing to contract with the County subject to the terms and conditions of this Contract;
E. This Contract is subject to the provisions of IC 6-1.1-31.5 and 50 IAC 26 and the Contractor will comply
with the provisions of IC 6-1.1-31.5 and 50 IAC 26 in connection with this Contract; and
F. The Department has final approval authority for the employment of the Contractor pursuant to this
Contract, and, as a signatory to the Contract, has the right to exercise its statutory right of oversight of
the performance of the Contractor as contemplated by IC 6-1.1-31.5-2.
AGREEMENT
In consideration of the promises, mutual covenants, and obligations of the parties, the County, the
Department, and the Contractor agree as follows:
1. Incorporation of Recitals. The foregoing recitals are adopted by the parties as being true and accurate
statements and are hereby incorporated as binding representations of this Contract.
2. Products and Services Provided by Contractor. The Contractor agrees to provide to the County certain
hardware, software, and/or services, including but not limited to consulting, project management, training,
configuration or installation (collectively the “System Package”), all as more particularly described on a Work
Plan that must be attached to this Contract as “Exhibit A”. From time to time, the Contractor and the County
may agree upon additional hardware, software, and/or services to be provided by the Contractor (the
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PRESCRIBED CONTRACT FOR COMPUTER SOFTWARE, SERVICES,
AND EQUIPMENT
State Form 55931 (11-15)
This Contract is entered into by and between
________________________________________________________________________(“Contractor,”
which term shall include the Contractor’s principals), the ____________________________ County
__________________________________ and the Board of County Commissioners of __________ County,
Indiana (hereinafter jointly and severally the “County,” which term shall also mean ____________ County,
Indiana), and the Department of Local Government Finance (“Department”), a party solely for the limited
purposes of approving the employment of the Contractor and exercising statutory oversight pursuant to IC 6-
1.1-31.5-2(c).
RECITALS
A. The County has determined it is in the County’s best interest to employ the Contractor as an information
technology provider pursuant to the provisions of IC 6-1.1-31.5-2 for the purpose of providing computer
software, services, and/or equipment as required by IC 6-1.1-31.5-2 and 50 IAC 26;
B. The County and the Contractor have complied with IC 5-22 in obtaining bids, proposals, or a special
procurement, and the purchase of the Contractor’s software, services, and/or equipment is in compliance
with Indiana law;
C. The Contractor’s software, services, and/or equipment are certified by the Department pursuant to 50
IAC 26-18;
D. The County is awarding the Contract to the Contractor after compliance with IC 5-22, and the Contractor
is willing to contract with the County subject to the terms and conditions of this Contract;
E. This Contract is subject to the provisions of IC 6-1.1-31.5 and 50 IAC 26 and the Contractor will comply
with the provisions of IC 6-1.1-31.5 and 50 IAC 26 in connection with this Contract; and
F. The Department has final approval authority for the employment of the Contractor pursuant to this
Contract, and, as a signatory to the Contract, has the right to exercise its statutory right of oversight of
the performance of the Contractor as contemplated by IC 6-1.1-31.5-2.
AGREEMENT
In consideration of the promises, mutual covenants, and obligations of the parties, the County, the
Department, and the Contractor agree as follows:
1. Incorporation of Recitals. The foregoing recitals are adopted by the parties as being true and accurate
statements and are hereby incorporated as binding representations of this Contract.
2. Products and Services Provided by Contractor. The Contractor agrees to provide to the County certain
hardware, software, and/or services, including but not limited to consulting, project management, training,
configuration or installation (collectively the “System Package”), all as more particularly described on a Work
Plan that must be attached to this Contract as “Exhibit A”. From time to time, the Contractor and the County
may agree upon additional hardware, software, and/or services to be provided by the Contractor (the
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“Additional Products and Services”), which shall be designated on additional Work Plan(s) and attached as
Addenda to this Contract and executed by the Parties pursuant to the same formalities as the execution of
this Contract. The System Package, Work Plan, and Additional Products and Services shall be governed by
the terms of this Contract, and to the extent the terms of this Contract and the Work Plan contradict, the
terms and provisions of this Contract shall control.
3. Contractor’s Product Compliance with Indiana Law. If the Contractor’s duties pursuant to this Contract
are to provide either a component of or a complete property tax management system, the Contractor agrees
as follows in compliance with 50 IAC 26-19-1(b)(3) and (5) and 50 IAC 26-19-2(b)(2):
A. The Contractor guarantees and warrants that the products covered by this Contract meet the provisions
of 50 IAC 26-19, and if any party subsequently discovers a failure by the Contractor’s products to meet
the provisions of 50 IAC 26-19, the failure will be corrected at the Contractor’s expense.
B. The Contractor will make any product or service change that is required as a consequence of a change
in any law, rule, or state policy relating to the System Package (and components thereof), provided that
Contractor is compensated equitably, based on common industry rates, as are reasonably agreed to by
the parties. The Contractor understands that even if the Contractor claims that it is not being equitably
compensated and refuses to make a product or service change, 50 IAC 26 authorizes the Department to
decertify the Contractor’s System Package (and components thereof) if it does not comply with
applicable laws. Such decertification could result in the System Package (and components thereof) being
ineligible for operation in Indiana. Decertification by the Department shall not be considered a breach of
this Contract by the Department. A decision by the Department to decertify the System Package or any
component thereof shall not be attributed to the County and shall not give rise to a cause of action
against the Department.
C. The Contractor will provide assistance to the County as may be required to modify the property tax
management system (or component thereof) to comply with changes in stated law, Department rules,
Department policy statements, or 50 IAC 26-19 within the time period prescribed by the law, rule, or
Department.
4. Contractor to Provide Maintenance Agreement. The Contractor agrees, in compliance with 50 IAC 26-
19-2(b)(1) and (4) and 50 IAC 26-19-3, that if it is a vendor of assessment software or tax and billing
software, it will provide (i) a software maintenance agreement that meets the standards prescribed in 50 IAC
26-19; (ii) the Contractor will reimburse the County for all costs incurred as a result of the Contractor’s failure
to continue to support the assessment software or tax and billing software during the life of the maintenance
agreement; and (iii) the Contractor must offer a maintenance contract for ongoing maintenance services of
the property tax management system that includes (1) telephone support, (2) problem diagnostic support for
the Contractor’s personnel by any necessary combination of remote and on-site services, (3) system
modification initiated by the Contractor, and (4) services to correct defects in software that are provided at
the Contractor’s expense.
5. Contract Representative. The County ______________________ shall be the Contract Representative
to serve as the primary contact person under the Contract.
6. Contractor Employees: Project Manager. The Contractor assigns
________________________________ as the project manager, with whom the County and the Department
shall discuss all issues related to the Contract, and the contact information for the project manager is:
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Address (number and street, city, state, and ZIP code:
____________________________________________________________________________________
____________________________________________________________________________________
Work telephone: (___)_________ Home telephone: (___)_________ Cell number: (___)___________
E-mail address: ______________________________________________________________________
7. Work Plan. Attached hereto, and incorporated fully herein as Exhibit A, is the Work Plan developed and
approved by the Contractor and the County setting forth the schedule for the completion of work under this
Contract. The Contractor and the County warrant and represent that the Work Plan ensures that all
information technology requirements necessary to fully comply with the obligations of 50 IAC 26 have been
met. The Department will not approve this Contract if a Work Plan complying with the provisions of
paragraph 2 is not attached.
8. Performance Bond. If the County requires surety and performance bonds, the Contractor must purchase
a performance bond or bonds from a surety licensed to do business in the State of Indiana. The performance
bond(s) must be in the same amount as the price of this contract and must entitle the County to call upon the
surety to complete the contract in one of three ways: 1) the surety completes the contract by hiring a
completion contractor; 2) the surety and the County choose a new contractor to complete the contract and
the surety pays the costs; or 3) the County alone chooses a new contractor and the surety pays the costs. If
the surety chooses to complete the contract by hiring a completion contractor, the surety assumes the same
risk as the original Contractor. A requirement that the Contractor provide surety and performance bonds may
be attached to this Contract as an addendum to be signed by all parties. Alternatively, the Contractor and
County may agree to a performance retainer and attach an addendum signed by all parties to this Contract
to provide for such a retainer.
9. Disaster Recovery. The Contractor
shall/
shall not provide a Continuity Plan. The Continuity Plan is
hereby incorporated by reference and shall provide, at minimum, the following:
A. provision of an alternate power source for uninterrupted services;
B. designation of one or more facilities (each a “Disaster Recovery Site”) or separate computer resources to
which the Contractor shall move the affected portion of any Services upon the occurrence of a Force
Majeure event requiring such a relocation (including a Force Majeure event at a Disaster Recovery Site),
which Disaster Recovery Sites for this Agreement shall be ____________________________________;
C. equipment of each Disaster Recovery Site with data processing resources sufficient to provide all
Services in reasonable compliance with the terms and conditions of the Contract, based on the
circumstances of the Force Majeure event; and
D. specification of all procedures for the determination or declaration of a Force Majeure event, which
determination or declaration may not be unreasonably withheld or delayed by either party. In the event of
a Force Majeure event, the Contractor shall use commercially reasonable efforts to resume delivery of
the services (including via electronic access) utilizing the Disaster Recovery Site in the timeframe
provided in the Continuity Plan. To the extent one or more Force Majeure events materially and
adversely affects or prevents performance of the Continuity Plan, the Contractor shall provide the
Department with a plan to resume delivery of the Services no later than seven business days thereafter
at all Service Locations other than those at which the Force Majeure event has rendered impractical the
delivery of the Services at such Service Locations. The Department shall not unreasonably deny
approval of the new plan.
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E. This section supplements Section 36 of this Contract.
10. Office Space; Computer Support. The County
shall/
shall not provide the Contractor with office
space and
shall/
shall not provide the Contractor with computer support in connection with the
performance of this Contract. The County and Contractor shall be aware of and exclusively responsible for
all legal implications of the County providing the Contractor with office space and/or computer support in
connection with the performance of this Contract.
11. Continuity of System Operations. If for any reason the County changes the assessment or tax and
billing software or any other part of the computer system at (i) the end of the Contract term, (ii) Contract
termination, (iii) decertification, or (iv) failure of recertification, the Contractor shall in no way impede or delay
the smooth, orderly, and timely transfer of the County’s data from the current database to the new database.
12. Source Code Escrow. The Contractor agrees to maintain an Escrow Agreement for the Software
source code and related documentation for the benefit of the County and the Department during the term of
the Contract. Contractor further guarantees that it will include the Department as a third party beneficiary to
the Escrow Agreement at no charge to the Department. Additional terms and conditions include:
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
13. Consideration. The County shall pay the Contractor a fee of $_________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
select desired amount in full payment for the complete performance of all duties, responsibilities, and
activities set out in this Contract and on the Work Plan mutually agreed to under paragraph 7 of this Contract
and attached as Exhibit A. The fee shall be paid in the manner set forth in paragraph 16 below. The parties
to this Contract acknowledge that the Department has no duty, responsibility, or obligation under this
Contract to pay the Contractor, any subcontractor of the Contractor, or the County. The parties further
acknowledge that the work to be performed under this Contract is solely for the benefit of the County and
that it is the County’s sole obligation to pay the Consideration required under this Contract.
(Provision 14 is optional.)
14.
Guaranteed Most Favorable Terms. All of the prices, terms, warranties and benefits granted by the
Contractor in this Contract are comparable to or better than the terms granted by the Contractor to any other
similarly situated state and local government customer. If the Contractor, prior to the delivery of the software,
announces a price reduction or makes generally available to other customers more favorable terms or
conditions with respect to the software, such prices, terms, warranties, or conditions shall be made available
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to the County and the Department on the date the price reduction or change in terms and conditions became
effective.
15. Condition of Payment. All services provided by the Contractor must be performed to the reasonable
satisfaction of the County and the Department, as determined at their sole discretion and in accordance with
all applicable federal, state, local laws, ordinances, rules, and regulations. The County shall not be required
to pay for work found to be unsatisfactory, inconsistent with this Contract, or performed in violation of federal,
state or local statute, ordinance, rule, or regulation.
16. Time and Manner of Payment. The Contractor shall be paid as follows:
A. The Contractor shall submit a claim for payment
___________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
____________________________________________ [specify timing of payment]. The amount of each
_______________________ [specify monthly, yearly, or lump sum] payment is subject to the completion
percentage requirements set forth in the Work Plan, subject to approval by the County, and is subject to
full compliance with all other obligations under this Contract. Approval
shall/
shall not be based on
the ____________ [specify the time period when the reports must be submitted; for example, monthly,
weekly, or biweekly] progress reports submitted by the Contractor. Payment shall be made to the
Contractor within ________ days after approval by the County.
B. If all work is not completed under this Contract by the completion date specified in paragraph 19 of this
Contract or if all required data is not submitted to the Department in the appropriate format in a timely
manner, then all further payments may be suspended until all work has been satisfactorily completed
and approved by the County and as otherwise required under this Contract. Payments of the suspended
amount will be made to the Contractor within _______ days after that approval by the County, subject to
other terms of this Contract. The County is exclusively responsible for payment to the Contractor. The
Contractor shall not submit any claim for payment to the Department nor make any claim for damages
against the Department under the Contract. The Department has no financial or other obligations,
including damages, to the Contractor and is a party to this Contract solely for the purpose of fulfilling the
requirements of IC 6-1.1-4-17(a).
(Provision 17 is optional.)
17.
Penalties. Pursuant to IC 6-1.1-4-19.5(b)(2), payments due under this Contract shall be reduced by
the amount of $_______________ per business day that any part of the performance by the Contractor
remains incomplete after the due date specified in this Contract due to the fault of the Contractor.
18. Certification of Computer Software and Services.
A. A material inducement for entering into this Contract is that the Contractor’s computer software and
computer services have been certified under IC 6-1.1-31.5 and 50 IAC 26-18 in order to enter into this
Contract. The Contractor represents and warrants that all required certifications are in effect at the time
of entering into this Contract.
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Download State Form 55931 Prescribed Contract for Computer Software, Services, and Equipment - Indiana

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