03/19/1997 Agreement
.ann!' 1.. ltoQJagt
BRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARAlHON, FLORIDA 33050
TEL. (305) 289-6021
PAX (305) 289-1145
CLERK OF THE CIRCUIT COURT
MONROBCOUNTY
500 WHITEHBAD STRBBT
KBY WEST, FLORIDA 33040
TEL. (305) 292-3550
PAX (305) 295-3660
BRANCH OFFICE
88820 OVERSEAS HIGHWAY
PLANTATION KBY, FLORIDA 33070
TEL. (305) 852-1145
PAX (305) 852-1146
H B H 0 RAN D U K
From:
Peter Horton, Director
Community services Division
Isabel C. DeSantis, Deputy Clerk J.c.fl
Q..'l .9.cf).
May ~, 1997
To:
Date:
As you know, at the Board meeting of March 19, 1997 the Board
granted approval of a Software License Agreement AND a Software
Maintenance Agreement between Monroe County and Trapeze Software
Group, Inc., to provide an automated paratransit Routing and
scheduling and Customer Services Information System and
Maintenance.
Enclosed please find a duplicate original of the subject
Agreement for your return to Trapeze.
cc: County Administrator, w/o doc.
Finance
County Attorney
Risk Management, w/o doc.
Fil~
j~{::'.:
-'--'~~
I
Client Ref. #_
SOFTW ARE LICENSE AGREEMENT
THIS AGREEMENT made as of the
/f tt day of .L!..1 /leLI/19'l/by and bet\veen:
Trapeze Software Group, Inc. with its place of business at 15880 North Greenway/Hayden Loop, Ste. 200,
Bldg. A, Scottsdale, Arizona, U.S.A. 85260 ("Trapeze") and Monroe County with its place of business at
5100 College Road, Key West, Florida 330.10 ("Licensee").
WHEREAS Trapeze is the owner of the rights to certain software as identified in Exhibit A (collectively the
"Software"), including copyright, trademark, trade secret and other intellectual property rights;
AND WHEREAS Licensee is desirous of obtaining a license to use the Software;
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-"
-
,
,.,.,
3: ..0
Now therefore. in consideration of the covenants, conditions and agreements herein contained, t1ie::parties""1
agree as follo~s: t:::::: ~
:;.;;J
1. Trapeze hereby grants to Licensee a personal, non-transferable and non-exclusive license resmcted ~
Licensee's place of business referred to above and Licensee's own operations: W ,::;
~ ::0
(a) to use one production copy of the object code version of the Software, in the form supplied byJ
Trapeze, on hardware approved by Trapeze; and
(b) to use documentation pertaining to the Software as supplied by Trapeze (the "Documentation"),
but only as required to exercise the license granted herein.
Licensee may make two back-up copies of the Software. Licensee may use the production copy of the
Software solely to process Licensee's own data, and the software may not be used on a service bureau
or similar basis to process data of others.
Other than the rights of use expressly conferred upon Licensee by this paragraph, Licensee shall have
no further rights to use the Software or the Documentation, and shall not copy, reproduce, modifY,
adapt or translate them, without the express written authority of Trapeze.
2. In consideration of the license granted to Licensee by this Agreement Licensee shall pay to Trapeze a
license fee, the amount(s) of which is as set out in Exhibit A (the "License Fee"). Trapeze will invoice
Licensee for services (including installation, customization. training and additional services) and
related out of pocket expenses on a monthly basis for such services performed and expenses incurred
during each month. Overdue payments shall bear interest at the rate of 15% per annum on the amount
outstanding from the date when payment is due until the date payment in full is received by Trapeze.
In addition to the fees payable by Licensee to Trapeze, all levies, other than sales and use taxes (but
excluding ta.'Ces based on the net income of Trapeze resulting from this Agreement) shall be the
responsibility of the Licensee. If any levy is applicable to the fees or other amounts payable to Trapeze,
Licensee shall pay such additional amount as shall result in Trapeze receiving the total amount of the
fees or other amounts it \vould have been paid but for such ta.'I: or levy. Monroe County is exempt from
State and Federal taxes.
3. Licensee acknowledges that the Software, the Documentation and other information relating thereto
(including all customizations and modifications developed for Licensee) disclosed to Licensee pursuant
to this Agreement are owned by Trapeze and include trade secrets and other confidential and
proprietary information of Trapeze, and Licensee shall maintain in confidence and not disclose the
same, directly or indirectly, to any third party without Trapeze's prior written consent Licensee shall
make no attempt to reverse compile, disassemble, or otherwise reverse engineer the Software or any
portion thereof. These obligations of confidentiality shall survive termination of the license granted
herein. Licenser shall hold Licensee harmless and defend any litigation arising due to Licensee's
claim of exemption from the Florida Public Records Disclosure Act in response to a request for
disclosure.
Page I of 5
4. Trapeze warrants the Soft\vare to operate in all material respects as specified in the Docum~ntation.
Trapeze shall be responsible for using reasonable efforts to correct at its own expense, any defects in
the Software that are brought to Trapeze's attention by Licensee within a period of one (1) year after
delivery of the Software to Licensee.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO Aj"{y INfPLIED WARRANTIES
OR CONDITIONS OF MERCHANT ABILITY, MERCHANT ABLE QUALITY AND FITNESS FOR
A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR
FROM THE COURSE OF DEALING OR USAGE OF TRADE. TRAPEZE DOES NOT
REPRESENT OR W ARRANT THAT THIS SOFTWARE WILL (v[EET ANY OR ALL OF
LICENSEE'S PARTICULAR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE
WILL OPERATE ERROR-FREE OR UNINTERRUPTED AND THAT ALL PROGRAvl ERRORS IN
THE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED.
5. TRAPEZE'S ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS,
DAMAGES OR LOSSES ARISING FROM USE OF THE SOFTWARE BY LICENSEE SHALL BE'
ABSOLUTELY LIMITED TO THE AMOUNT(S) OF THE LICENSE FEE. NOTWITHSTANDING
ANY PROVISION CONTAINED HEREIN, TRAPEZE SHALL NOT BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DM-1AGES OR
EXPENSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTIIERWISE,
ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE SOFTWARE, OR TRAPEZE'S
PERFORt\1ANCE OR LACK TIIEREOF UNDER THIS AGREEMENT, INCLUDING WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, LOSS OF REVENUE, PROFIT OR USE.
THIS LIMIT A TION TO LIABILITY DOES NOT APPLY TO PERSONAL AND PROPERTY
DAMAGE OR PATENT INFRlNGEMENT AS SET OUT IN ATTACHMENT(S).
6. The license granted by this Agreement is effective until terminated. Trapeze has the right to terminate
the license granted under this Agreement if Licensee is in default of any term or condition of this
Agreement, and fails to cure such default within seven (7) days after receipt of written notice of such
default. Without limiting the foregoing the following shall be deemed to be Licensee defaults under
this Agreement: Licensee fails to pay any amount \vhen due hereunder: or Licensee becomes insolvent
or any proceedings shall be commenced by or against Licensee under any bankruptcy, insolvency or
similar laws. In the event that the license granted under this Agreement is tenllinatcd, Licensee shall
forthwith return to Trapeze all copies of the Software, the Documentation and other materials provided
to Licensee pursuant to this Agreement and will certify in '...riting to Trapeze that all copies or partial
copies of the Software, the Documentation and such other materials have been returned to Trapeze or
destroyed.
7. Licensee acknowledges having read and understood this Agreement and agrees to be bound. by its
terms and conditions. Licensee also agrees that this Agreement. together with the relevant terms and
conditions of the contract(s) between Trapeze and Licensee as identified in Exhibit B. represents the
complete and exclusive agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, negotiations, discussions or understandings between them in any way
relating thereto. No other terms, conditions, representations, warranties or guarantees, whether written
or oral, express or implied, shall fonn a part hereof or have any legal effect \vhatsoever. In the event of
any conflict or inconsistency between the provisions of this Agreement and the provisions of the
contract(s) identified in Exhibit B, the latter provisions shall be of no force and effect and the
provisions of this Agreement shall govern. This Agreement shall not be modified except by later
written agreement signed by both parties.
Page 2 of 5
8. Trapeze shall not be responsible for, and its performance of obligations shall automatiically be
postponed as a result of, delays beyond Trapeze's reasonable control.
9. This Agreement, or any of the rights or obligations of Trapeze created herein, may be assigned by
Trapeze, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee
\'tithout the express written consent of Trapeze.
10. This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida, U.S.A., ""ith venue in Monroe County, FL.
11. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the
parties appearing on page one of this Agreement. Any notice given shall be deemed to have been
received on the date which it is delivered if delivered personally, or. if mailed, on the fifth business day
next following the mailing thereof. Either party may change its address for notices by giving notice of
such change as required in this Section II.
IN WITNESS WHEREOF, this Agreement has been read, understood and signed by duly authorized officials
of Trapeze and Licensee.
:~EZ~2~
/ /
Name: Marsha Moore
Title:
Executive Vice President of Ooerations
Title:
,MA 'tf) fC-
Page 3 of 5
EXHIBIT A
(Software License Agreement)
Item Licensed Product Product Description Configuration License Fee License Date
1. TRAPEZEN- License is restricted to the Windows $35,000.00 Upon
P ASS- WINnA scheduling and dispatching Net\vork Installation
operations for Licensee' s Version Site Date
statutory responsibilities. License
2. (2) ADDITIONAL 2 @ $3500.00 Remote $ 7,000.00 "
USER LICENSES Workstations
3. (1) MEDICARE $ 3,000.00 ..
.
BILLING
MODULE
4.
5.
6.
7.
8.
9.
10.
11.
TOTAL 545,000.00
Both parties agree that the above accurately reflects the Software which is su~ct)q the license terms and
conditions outlined in the attached Software License Agreement dated 3 '1~ 1
I
Title:
Executive Vice President of Operations
Title:
:~E~2)1~
Name: Marsha Moore
Page 4 of 5
EXHIBIT B
(Software License Agreement)
Item #:
1.
Monroe County
RFP;:
2. TSGI RFP Response
3. Attachments
Dated:
a. Indemnification
b. General Insurance.
c. Workers Liability
d. Vehicle Liability
e. Infringement Clause
f Payment Schedule - Revised
g. Proposed Cost Summary - Revised
4. Monroe County P. O. ;:
TRAPEYfZ~C.:
By: .. ,~
Name: Marsha Moore
'1
Title:
Executive Vice President of Ooerations
Title:
,lItlfl Y ~ K
f '"
Page 5 of 5
1996 I!di I ion
MONROE COUNTY. FLORIDA
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRA TrON
MANUAl..
Indemnification and Hold Hllfmless
for
Other Contractors and Subcontractors
The: Contractor covenants and agrees to indemnify and hold harmless .Monroe County Board of
County Commissioners from an)' and all claims for bodily injury (including death), personal
i~ury. and property damage (including property owned by Monroe County) and any other losses,
damages, and expenses (includina attorney's fces) which arise out of, in cOIUlcction with, or by
reason of services provided by the Contractor or any of its Subcontractor(s) in any tier,
occasioned by the negligence, errors, or other wrongful act or omission of The Contractor or its
Subcontractors in any tier, their employees, or agcnts.
Modified by Risk Managemen[ 2'3/97
^dmini~lIlion Instnll.'lion
114709.2
97
..,;. 1'.- ................ )._-...........,.,-.I;..1..i........4.......f"....~.'"
FEB 12 '97 07:20
305 292 3516
PAGE. 06
1996 IidiLion
VEHICLE LL'-\BILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shall obtain Vehide Liability Insurance. Coverage shall be
maintained throughout the life of the contract and include, as a minimum, liability coverage for:
. Owned, Non-Owned, and Hired Vehides
The minimum limits acceptable shall be:
$100,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 50,000 per Person
$100,000 per Occurrence
$ 25,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
VLl
Administration InstrUction
1$4709.2
81
FEE 04 '97 08:47
305 292 4544
PAGE. 07
1996 Edition
WORKERS' COMPENSATION
INSURANCE REQUIREME~lS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440.
In addition, the Contractor shall obtain Employers' Liability Insurance 'with limits of not less
than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida.
If the Contractor has been approved by the Floridars Department of Labor, as an authorized self-
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate ofInsurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
wel
Administration Instruction
#4709.2
liS
FEE 04 '97 08:47
305 292 4544
PAGE. 08
Monroe County
INFRINGEMENT CLAUSE
A. Trapeze agrees, at its expense and with counsel of its choice, to defend Licensee against
any third party claim that use of the Licensed Software and/or Documentation infringes
an existing Canadian or U.S. patent, or a copyright, or a trade secret, provided that
Licensee gives Trapeze prompt written notice of any such claim, and fully cooperates
with Trapeze in the defense or settlement of such claim.
B. In the event the Licensed Software and/or Documentation is, or in Trapeze's opinion is
likely to be, held to constitute an infringing product, then Trapeze shall, at its option:
i) procure for Licensee the right to continue to use the Licensed Software and/or
Documentation, or
ii) modify the Licensed Software and/or Documentation to make it non-infringing, or
iii) direct Licensee to cease use of the infringing portion of the Licensed Software
and/or Documentation and substitute equivalent non-infringing software or
documentation or refund to Licensee the fees paid to Trapeze applicable to the
infringing portion of the Licensed Software and/or Documentation, less a reasonable
amount for Licensee's use of the infringing portion up to the time of the refund.
C. Trapeze shall not be liable for any infringement or claim thereof based upon;
i) the use of any portion of the Licensed Software and/or Documentation in
combination with other technology or software not supplied by
Trapeze, or
ii) the use of the Licensed Software and/or Documentation contrary to the instructions
and directions of Trapeze, or
iii) misuse of or modifications to the Licensed Software and/or Documentation made by
Licensee or others, or
iv) information, directions, specifications or materials provided by Licensee or others.
D. THE FOREGOING REMEDIES CONSTITUTE LICENSEE'S SOLE AND
EXCLUSIVE REMEDIES AND TRAPEZE'S ENTIRE LIABILITY WITH RESPECT
TO INFRINGEMENT AND SUCH REMEDIES SHALL BE SUBJECT TO ANY
OTHER PROVISIONS CONTAINED HEREIN LIMITING THE LIABILITY OF
TRAPEZE.
1. 7 Payment Schedule
Item Description
1 25% of License Fee upon contract signing and receipt of programs
2 Remaining License Fee as each generic component is installed
3 As customized items are delivered, full payment less 10% holdback
4 Billing per month for implementation services provided
less 10% holdback
5 Expenses as incurred
6 Holdbacks due upon utilization of each component 'in production'
Monroe County
Transportation
Key West, FL
(Cost)
Section 1 - Page 8
1.0 SUMlVIARY OF PROPOSED PRICING
Monroe County Transportation, Key West, FL
Proposed Pricing for 200-399 Trips
Required
Section Description Cost
1 License Fees 45,000
2 Standard Implementation Services 20, 100
.., Pre-Requisite Products 1,225
.)
4 Expenses 6,700 /
5 Purchase Incentives -8,880
6 Long Term Support Services 0
TOTAL (US$) $ 64,145
Monroe County
Transportation
Key West, FL
(Cost)
Section 1 - Page 1
Client Ref. #
SOFTIV ARE MAINTENANCE AGREEMENT
THIS AGREEMENT made as of the
tl .
/tj day of jJ1JleLI!-
,19tf7
,
, by and between:
Trapeze Software Group, Inc. with its place of business at 15880 North Greemvay/Hayden Loop. Ste. 200,
Bldg. A, Scottsdale, Arizona, U.S.A. 85260 ("Trapeze"), and J'rtonroe County with its place of business at
5100 College Road, Key West, FL 33040 ("Licensee").
WHEREAS Trapeze is the owner of the rights to certain software as identified in Exhibit A (collectively the
"Software"), including copyright, trademark, trade secret and other intellectual property rights;
WHEREAS Licensee and Trapeze have entered into a software license agreement dated the J <I'f~ay of ,t1(b.(,h
1997 enabling Licensee to use the Software on the tenns specified therein (the "License Agreement");
AND WHEREAS Licensee is desirous of participating in Trapeze's annual maintenance program for the
Software;
NOW THEREFORE, in consideration of the covenants. conditions and agreements herein contained, the
parties agree as follows:
1. In consideration of payments to be made by Licensee to Trapeze as set out below, Trapeze agrees to
provide the following software maintenance services during the term of this Agreement:
(a) Trapeze will maintain the Software so that it operates in conformity in all material respects in
with the descriptions and specification for the Software sel forth in the Documentation referred
to, and as defined in, the License Agreement.
(b) In the event that Licensee detects any errors or defects in the Software, Trapeze will provide
reasonable telephone support, in the fonn of assistance and advice on the use and maintenance
of the Software, during Trapeze's regular business hours.
(c) Trapeze will send Licensee mailings on Upgrades and New Versions of the Software to the
Licensee's address specified above. "Upgrades" are those enhancements to the Software that
Trapeze generally makes available as part of the annual maintenance program. A "New
Version" is any update, new feature or major enhancement to the Soft"iare that Trapeze markets
and licenses for additional fees separately from Upgrades.
(d) At Licensee's request, Trapeze shall provide Licensee with Upgrades of the Software at no
additional charge. Licensee shall be entitled 10 acquire a license to New Versions for Trapeze's
then prevailing license fees. Software Upgrades and New Versions will be sent on three and a
half (3 112) inch diskettes with explanations, instructions and updated documentation where
appropriate. Trapeze will also make other installation developments, such as reports, interfaces,
etc., available to Licensee if they are appropriate for possible use by Licensee.
2. Maintenance services shall not include, and Licensee shall pay extra for, any and all consulting
implementation, customization, education and training related services subject to the availability of
Trapeze's staff.
3. Licensee shall pay an annual maintenance fee to Trapeze as provided in Exhibit A. This fee shall be
subject to change as set out in Exhibit A.
Page 1 of 4
4. Licensee agrees that all materials, documentation, Upgrades, New Versions, and other materials
provided to Licensee pursuant to this Agreement shall be subject to the same conditions and rights of
use as apply to the Software under the License Agreement.
5. Licensee shall, at Trapeze's request, provide Trapeze with the right of dial-access to Licensee's
computers on which the Software is installed, so as to enable Trapeze to monitor the operation of the
Software.
6. Trapeze will invoice Licensee for services (including installation, customization, trmnmg and
additional services) and related out of pocket expenses on a monthly basis for such services performed
and expenses incurred during each month. Overdue payments shall bear interest at the rate of 15% per
annum on the amount outstanding from the date when payment is due until the date payment in full is
received by Trapeze. Licensee is exempt from taxes and other levies, including sales and use taxes (but
excluding taxes based on the net income of Trapeze resulting from this Agreement).
7. The parties hereto acknowledge that information obtained about the other party pursuant to this
Agreement includes confidential and proprietary information (hereinafter the "Confidential
Infonnation"). Each party agrees not to disclose Confidential Information to third parties. without the
prior written consent of the other party. The parties agree that the Confidential Information does not
include any infonnation which, at the time of disclosure, is generally known by the public.
8. The initial term of this Agreement shall be for a period of one (I) year following the expiry of the
warranty period set out in the License Agreement, and it shall be automatically renewed as long as
Licensee remains licensed by Trapeze to use the Software, unless earlier canceled in writing by either
party at any time upon 90 days written notice.
9. (a) This Agreement shall terminate if the License Agreement is terminated by Trapeze or Licensee.
(b) Either party has the right to terminate this Agreement if the other party breaches or is in default
of any obligation hereunder, and if such default has not been cured \\-ithin fifteen (15) days after
receipt of notice of such default.
(c) Either party may terminate this Agreement by written notice if the other party becomes insolvent
or bankrupt.
(d) The obligations of each party pertaining to Confidential lnfonnation and taxes shall survive the
termination of this Agreement.
10. Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out
of any delay or failure by such party in performing its obligations hereunder, if such delay or failure
was the unavoidable consequence of a natural disaster, exercise of governmental power, strike or other
labour disturbance, war, revolution, embargo, insurrection, operation of military forces, or other event
or condition beyond the control of such party; provided that such party notifies the other party of its
inability to perform and the reasons therefor, with reasonable promptness; and performs its obligations
hereunder as soon as circumstances permit.
11. TRAPEZE DOES NOT REPRESENT OR W ARRANT THAT THIS SOITW ARE WILL rvtEET ANY
OR ALL OF LICENSEE'S PARTICULAR REQUIREMENTS, THAT THE OPERATION OF TIIE
SOITWARE WILL OPERATE ERROR-FREE OR UNINTERRUPTED AND THAT ALL
PROGRMl ERRORS IN TIIE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED.
Page 2 of 4
12. TRAPEZE'S ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS,
DAMAGES OR LOSSES ARISING FROM USE OF THE SOFTWARE BY LICENSEE SHALL BE
ABSOLUTELY LIMITED TO ONE YEAR'S WORTH OF MAINTENANCE FEES.
NOTWITHST ANDING ANY PROVISION CONTAINED HEREIN, TRAPEZE SHALL NOT BE
LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL INCIDENTAL OR CONTINGENT
DAl'vlAGES OR EXPENSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)
OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE SOFTWARE, OR
TRAPEZE'S PERFORNIANCE OR LACK THEREOF UNDER THIS AGREErvlENT, INCLUDING
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOSS OF REVENUE, PROFIT
OR USE. THIS LIMITATION TO LIABILITY DOES NOT APPLY TO PERSONAL AND
PROPERTY DAMAGE OR PATENT INFRINGEMENT AS SET OUT IN ATTACHNlENT (S).
13. This Agreement, or any of the rights or obligations of Trapeze created herein, may be assigned by
Trapeze, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee
without the express written consent of Trapeze.
14. Licensee acknowledges having read and understood this Agreement and agrees to be bound by its
terms and conditions. Licensee also agrees that this Agreement. together with the relevant terms and
conditions of the contract(s) between Trapeze and Licensee as identified in the License Agreement,
represents the complete and exclusive agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, negotiations, discussions or understandings between them
in any way relating thereto. No other terms, conditions, representations, \....arranties or guarantees,
whether ....Ti.tten or oral, express or implied, shall form a part hereof or have any legal effect
whatsoever. In the event of any conflict or inconsistency between the provisions of this Agreement and
the provisions of the contract(s) identified in the License Agreement, the latter provisions shall be of
no force and effect and the provisions of this Agreement shall govern. This Agreement shall not be
modified except by later written agreement signed by both parties.
15. This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida, U.S.A., with venue in Monroe County, FL.
16. All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the
parties appearing on page one of this Agreement. Any notice given shall be deemed to have been
received on the date which it is delivered if delivered personally, or. if mailed. on the fifth business day
next following the mailing thereof. Either party may change its address for notices by giving notice of
such change as required in this Section 16.
IN WITNESS WHEREOF, this Agreement has been read, understood and signed by duly authorized officials
of Trapeze and Licensee.
:~EZ73#~
Name: Marsha Moore
Executive Vice President of Operations
---
Title:
Title:
.' AL}
. EST: DANNY
L KOLHAGE, CLERK
.J&.tdf.'~ ·
DEPUT CltKK Cl!!t ~
Page 3 of 4
EXHIBIT A
(Software Maintenance Agreement)
/
Item Licensed Product License Fee License Fee Annual Maintenance
Percentage Maintenance Fee* Start Date
1. TRAPEZEnc.PASS- $35,000.00 20% $7,000.00 Upon Live
WIN'T\I Implementation
2. ADDITIONAL USER $ 7,000.00 20% $1,400.00 ..
LICENSES (2)
3. MEDICARE BILLING $3,000.00 20% $ 600.00 ..
MODULE
4.
5.
6.
7.
TOTAL $45,000 20% S9,000
10
First year fee only. For the second and subsequent years. the annual fee will be the License Fee
percentage multiplied by the then current price of the License Fee.
:EZE_~RO~~
/ /
Name: Marsha Moore
_ By:
Title: Executive Vice President of Operations
Title:
J- !\->.5
/V\AYDf-
.
Name:
1.1 License Fees
Unit Total Section
Item Description Unit Cost Cost Total
1 Trapeze - PASS -- Win 1 $35.000 $35,000 $35,000
2 Additional User Licenses 2 3,500 7,000 7,000
3 Medicare Billing Module 1 3,000 3,000 3,000
Total License Fees S 45,000 $ 45,000
Monroe County
Transportation
Key West, FL
(Cost)
Section 1 - Page 2
1.3 Standard Implementation Services
Op Rate Required Section Options
Item Description Trips Davs Days I per Dav Cost Total Cost
Trapeze-P ASS-200-399 Trips
1 Project Management 2 1,200 2,400
2,400
2 Operational Review - In House 1 1,200 1,200
1,200
3 Software Installation (LAN) 1 1 660 660 .
660
4 Data Conversion
1. Digitized Map - Customize interface & 2 660 1,320
load data #*(TSI compatible format)
2. Load existing computerized data (clients) 3 660 1,980
load from ASCII or approved format &
auto geocode data
3,300
5 Training and Other Services
1. Training Program Development 1 660 660
2. User Training 2 8 660 5,280
3. System Administrator Training 3 1 660 660
4. Report Generation Training 3 1 660 660
5. Go Live Support 4 5 660 3,300
6. Off-site during project 3 660 1,980
12,540
6 Consulting Service
1. Operational Consulting 3 1,200 3,600
2. Follow Up Consult & Training 5 1,200 6,000
(6 weeks after live)
7 Acceptance Testing 2 880 1,760
TOTAL (USS) 13 28 10 $ 20,100 S20,100 S 11 ,360
Monroe County
Transportation
Key West, FL
(Cost)
Section 1 - Page 3
1.2 Pre-Requisite Software
Unit Required Section
Item Description Unit Cost Cost Total
1 Report Generator
Crystal Reports Pro 1 325 325
325
2 Digital Map for one county I 800 800
Zip Code Map I 400 300 900
TOTAL (US$) S 1,225
Monroe County
Transportation
Key West, FL
(Cost)
Section 1 - Page 4
1.4 Expenses
Cost Required Section
Item Descriotion Unit ! oer Unit Cost Total
Trapeze P ASS-200-399 Trips
1 Airfare & Ground Transportation 4 800 3,200
3,200
'votes: Assumes Scottsdale-Key West & Rental Car
Assumes regular economy air travel arrangemenu
2 Subsistence & Accommodation 20 125 2,500
2,500
3 Phone, fax, courier, etc. 1 1,000 1,000
1,000
TOTAL (USS) S6,700 S6,700
Monroe County
Transportation
Key West, FL
(Cost)
Section 1 - Page 5
1.5 Purchase Incentives
Rate Required Section Options
Item Description Davs per Dav Cost Total Cost
1 Project Management 2 -1,200 -2,400
-2,400
2 Operational Review - In House 1 -1,200 -1,200
-1,200
4 Data Conversion
1 Digitized Map - customize interface & 1 -660 -660
.
load data #* (TSI compatible format)
4 Load existing computerized data (clients) 3 -660 -1,980
load from ASCII or approved format
& auto geocode data
-2,640
5 Training and Other Services
1 Training Program Development 1 -660 -660
5 Off-site during project 3 -660 -1,980
-2,640
I
TOTAL (US$) 16 -8,880 ($8,880) SO
Monroe County
Transportation
Key West, FL
(Cost)
Section 1 - Page 6
1.6 Long Term Support Services
0/0 Total Required Options
Item Description License Fee License Fees Cost Cost
1 Warranty (One year) includes: 0% 45,000 Included
1. Extended hours, telephone support on generic and
customized software
2. Extended hours, user support through bulletin board
3. Generic product upgrades
4. Corrections to software
2 Annual Maintenance includes: * 20% 45,000 9.000
1. Extended hours, telephone support on generic and
customized software
2. Extended hours, user support through bulletin board
3. Generic product upgrades
4. Corrections to software
5. User Training (5 days at Trapeze offices)
* (on current non-discounted license fees)
3 Other Services
1. Software Source in Escrow (Setup service)
2. Software Source in Escrow (Annual thereafter)
TOTAL (USS) 0 S 9,000
Monroe County
Transportation
Key West, FL
(Cost)
Section 1 - Page 7