MANAGEMENT DATA, INC. (MDI) - Laserfiche WebLink

Home Browse Search

INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES 2IzI I2oL5 CITY CLERK DATE: JUN 0 3 2024 La. ^"e" SOFTWARE LICENSE AGREEMENT N-2024-176 This agreement, effective as of April 17, 2024, hereinafter referred to as "effective date," is made and entered into between Management Data, Inc, an Alabama corporation, whose address is 1200 Corporate Drive, Suite 210, Birmingham, AL 35242, hereinafter referred to as "MDI", and City of Santa Ana, a California municipal corporation and Charter City located in Santa Ana, California, hereinafter referred to as "City" or "Licensee." MIDI and Licensee may collectively be referred to as "parties" and individually referred to as "parry." SECTION ONE RECITALS AND GRANT OF LICENSE AND LEASE FOR USERS a. City previously entered into Agreement #N-2022-138, attached hereto as Exhibit A, with JDI Data Corporation ("JDI") to provide a license to and use of the CTrax software system for the purpose of certificate of insurance management. b. On February 18, 2023, JDI filed a Chapter 11 bankruptcy petition with the United States Bankruptcy Court for the Southern District of Florida, Case No. 23-11322- BKC-SMG. c. A Trustee was appointed by the Court whom made the determination for JDI to sell off its assets, including the aforementioned CTrax software system. Sale of the assets was completed on August 30, 2023. MDI was granted the right to and purchased the assets. Assignment of the Assigned Contracts to the Buyer constituted a legal, valid, and effective transfer of each such Assigned Contract. Agreement #N-2022-138 terminated by operation of its own term on May 18, 2023. Neither JDI nor the City entered into any amendment or extension of the Agreement. However, services and access to the CTrax system remained uninterrupted after the termination date. Parties to this Agreement agree to enter into a short-term agreement, reflective of the terms from Agreement #N-2023-138, to allow for continuation and conclusion of CTrax services. City shall compensate MDI for services since the May 19, 2023 through the defined termination date, detailed in Section Three, below. f. MDI grants Licensee a nontransferable, nonexclusive, limited end user license and lease to use the Software identified herein, subject to the conditions of this agreement. g. Legal title to the Software and Software documentation provided under this agreement shall remain in MDI's possession as its sole property subject to Licensee's rights specified in this agreement. Page 1 of 8