1. 01/19/2000 Agreement I(bWouNryC0
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BRANCH OFFICE CLERK OF THE CIRCUIT COURT BRANCH OFFICE
3117 OVERSEAS HIGHWAY MONROE COUNTY 88820 OVERSEAS HIGHWAY
MARATHON,FLORIDA 33050 500 WHTTEHEAD STREET PLANTATION KEY,FLORIDA 33070
TEL.(305)289-6027 KEY WEST,FLORIDA 33040 TEL.(305)852-7145
FAX(305)289-1745 TEL.(305)292-3550 FAX(305)852-7146
FAX(305)295-3660
MEMORANDUM
DATE: January 25, 2000
TO: Reggie Paros, Director
Public Safety Division
ATTN: Teresa Gorentz, EMS Chief
Public Safety Division
FROM: Pamela G. Hancoc
Deputy Clerk
At the January 19, 2000, Board of County Commissioner's meeting the Board granted
approval and authorized execution of an Agreement between Wheeled Coach for the purchase of
one 2000 E-450 type III Ambulance, for the total dollar amount of $82,059.00, inclusive of
trade-in allowance, for Key Largo Volunteer Ambulance Corp.
At the January 19, 2000, Board of Governers meeting the Board granted approval and
authorized execution of a Computer Software Support Agreement for Lower and Middle Keys
Fire and Ambulance District, in the total amount of$1,040.00.
Enclosed please find fully executed duplicate originals for your handling. Should you have
any questions, please do not hesitate to contact this office.
Cc: County Administrator w/o document
County Attorney
Finance
File
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SWEET COMPUTER SERVICES, INC.
PO BfIX 349, 405 HiKhway ISO N, West UIIiDn, Iowa 52175-0349
SWEETSOFT" License and Service Agreement
I. DEFINITIONS
· "Program" or "Programs" means the version of the computer programs specified on the attached
Sweet Computer Services, Inc. SweetSoft'" Sales Order Form or other ordering document, in object
code form; any user guides, manuals or instructional materials ("Documentation"), if any,
provided by SweetSoft"'; and all other data, materials or Developments provided by SweetSoft'"
· "Designated Hardware" means the single CPU or single network, identified by the relevant
model/type and operating system, as specified on the attached SweetSoft"'Sales Order Form.
· "User" means the Customer identified on the attached SweetSoft7M Sales Order Form and its
employees that it authorizes to use the Programs in accordance with the terms of this Agreement.
· "You" or "Your" refer to any User under this Agreement.
· "Standard Support" shall mean the support services specified in SweetSoft7M's Standard Support
Policies in effect at the time such services are ordered by Client (as indicated by the Effective Date
of the relevant Order Form).
· "Consulting Services" shall mean any other services provided by SweetSoft7Mthat are beyond the
scope of Standard Support, including training.
· "Developments" shall mean all Programs, including Upgrades, Updates or other enhancements or
modifications to the Programs, if any, and all Documentation or other materials developed and! or
delivered by SweetSoft7Min the course of providing Standard Support or Consulting Services, or
otherwise, under this Agreement.
· ''Upgrade'' means any enhancements or subsequent versions of Programs that SweetSoft"'may
make generally commercially available to its Customers.
· "Update" means a Program correction or minor change that SweetSoft'" makes commercially
available to its customers who purchase Standard Support.
· "Designated Site(s)" means the Customer location(s) specified on the attached SweetSoft'" Sales
Order Form.
o · "Effective Date" shall mean the date You sign the relevant Order Form under this Agreement for
a:: I C;; L&J a.particular Program or Service(s) acquired under this Agreement.
S '- C) ..J
~n: ~ ~ AND RESTRICTIONS
..: 0 ....
~ If) ~~ted Rights
l&.. ('-I -J. B) SweetSoft'" grants Customer a non-exclusive license to use one (1) copy of the Programs on
~ ;! ~.:s~ the Designated Hardware, at the Designated Site(s), for Customer's internal operational use
::::! ..., ~(.)~ and, if applicable, for Customer's use as a provider of billing services (only from the
i.J... g 0 ~ Designated Site) to other third party ambulance companies that Customer specifies on the
SweetSoft'" Sales Order Form. (Customer will be charged a fee for each copy of the
Programs in use at each Designated Site and a separate fee for each third party ambulance
company for which Customer provides services using such licensed copy.)
2) You may make backup copies of the Programs and Developments (but not the
Documentation) solely for archival purposes, provided that all such copies reproduce and
display fully all SweetSoft'" copyright notices and other proprietary legends.
3) SweetSoft'" or its licensors retain all right, title and interest in and to the Prowams and all
Developments in any medium, including but not limited to all copyrights, patents, trade
secrets, trademarks and other proprietary rights.
4) All rights not expressly granted are reserved to SweetSoft7M or its licensors.
B. Restrictions
1) You may not copy or use the Programs or Devetopments except as specified in this Agreement.
Without limiting the foregoing, SweetSoft'" lists specific prohibitions below:
a) You may not modify the Programs or Developments other than as required for your internal
use of such Programs or Developments under the terms of this Agreement.
b) You may not reverse-engineer, disassemble, decompile or reduce the Programs or
Developments to a human perceivable form or translate, sub-license, resell for profit, lend,
rent, tease or otherwise distribute, (including etectronically), any whole or portion of the
Programs or Developments to any person or entity not authorized under this Agreement.
c) You may not merge or combine the Programs or Developments with other computer
programs or create derivative works based on the Programs or Developments.
d) You may not remove, obscure, or alter any notices of the SweetSoft'" copyright or other
proprietary tegends on the Programs or Developments.
e) You may not transfer or assign your rights under this Agreement. You may not transfer or
assign your copy of the Programs or Developments. This Agreement is not assignabte
including by operation of law; any such attempt renders all license rights null and void.
f) You may not transfer the Programs or Developments to any person or entity in violation of
the United States Export Administration Act.
III. SERVICES
A. Standard Support
1) You may order SweetSoft'" Standard Support under the terms of this Agreement by specifying
the relevant service package on the attached SweetSoft'" Sales Order Form. SweetSoft'" does not
offer its Standard Technical Support for third party products. If, at any future time, SweetSoft'"
begins to make commercially available its Standard Support for specified third-party products,
SweetSoft'" will describe the relevant service offering in its then-current Standard Support
Policies and Users may then order such services under the terms and conditions df this
Agreement. All support policies are subject to change without notice.
B. Consulting Services
1) You may order Consulting Services under the terms of this Agreement if the scope of such
services is agreed to in writing by authorized representatives of SweetSoft""' and the Customer,
and such scope of services is described on a written and signed SweetSoft""' Sales Order that
specifies that all such services shall be provided under the terms and conditions of this
Agreement.
C. Developments
1) Generally, SweetSoft'" does not provide Support Services or Developments for third party unless
expressly specified in SweetSoft"""s then-current Standard Support Policies.
D. Training Services
1 ) You may order SweetSoft'" Training Services under the terms of this Agreement by specifying
the retevant service package on the attached SweetSoft'" Sales Order Form. Sweet Computer
Services, Inc. offers On-Site Training as well as User Group Training. These services and
conditions of are outlined in the "SweetSoft Addendum for Training and Travel Expenses"
document.
E. Billing Services
1) You may order SweetSoft'" Billing Services under the terms of this Agreement by specifying the
relevant services package on the attached SweetSoft'" Sates Order Form. These services are
subject to and contingent on the conditions set forth in the mandatory "SweetSoft Billing and
Collection Agreement" .
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IV. PAYMENTS
A. Invoicing and Payment
1) Invoices for payment of license fees shall be payable net thirty (30) days of the Effective Date
of the attached SweetSoft'" Sales Order Form. All other applicable fees, including fees for
Standard Support, Consulting and On-Site Training Services shall be due net thirty (30) days of
the date the relevant invoice is sent to you by SweetSoft"'. User Group and Consulting
Seminars are due with receipt of registration form. Net 30-day terms are not applicable to sales
involving special fmancing arrangements. All fees shall be deemed overdue if they remain
unpaid fifteen (15) days after they become due. All past due accounts are subject to a monthly
1.5% finance charge.
B. Taxes
1) The fees listed in this Agreement do not include taxes; if SweetSoft'" is required to pay sales,
use, property, value-added or other federal, state, or local taxes based on the licenses or
services granted in this Agreement or on your use of Programs, Developments or Services,
then such taxes shall be billed to and paid by you. This paragraph shall not appty to taxes
based on SweetSoft""s income. Exemption certificates or governmental by-laws must be
attached to all signed sales order in order for you not to be billed for taxes.
C. Return Policy
1) Within ten (10) days of the receipt of a copy of a Program under this Agreement, if you have
not opened, damaged, or installed the Program, you may return the Program and all related
materials to SweetSoft'" for a refund of the purchase price paid. SweetSoft'" reserves the right to
deduct from your refund a "restocking fee" of 15%.
D. Incidental Expenses
1) For anyon-site Consulting Services or training you request, you shall reimburse SweetSoft'" for
actual, reasonable travel and out-of-pocket expenses incurred.
V. TERM and TERMINATION
A. The term of this Agreement is perpetual unless otherwise specified on the relevant SweetSoft'" Sates
Order Form, or unless otherwise terminated under the terms of this Agreement. Both the Agreement
and Your right to use the Programs or Developments terminate automatically if you violate any part
of this Agreement. In the event of termination, you must immediately destroy all copies of the
Programs or Documentation or return them to SweetSoft"'.
VI. WARRANTY, DISCLAIMERS, EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY
A. For all Programs other than third party products: SweetSoft'" warrants that the diskettes on which
the Programs or Developments are distributed will be free from defects in materials and
workmanship and that the Programs and Developments will substantially conform to the
Documentation, if any, when operated properly by Customer, for a period of ninety (90) days from
shipment of the relevant Program copy. SweetSoft'" does not warrant that the Programs or
Developments will operate uninterrupted or error-free. If SweetSoft'" is unable to make any of the
Programs or Developments operate as warranted, Customer's exclusive remedy and SweetSoft"'s
entire liability shall be that SweetSoft'" will replace the relevant disk or, at SweetSoft""s option,
undertake to correct the Program errors, or refund the amount of license fees paid for the relevant
Program license less a prorata portion applicable to the amount of time the Program was used.
1) SWEETSOFT'" PROVIDES ALL THIRD PARTY PRODUCTS ON AN "AS IS" BASIS
ONLY. ANY WARRANTIES PROVIDED WITH TlllRD PARTY PRODUCTS ARE
AVAILABLE DIRECTLY FROM THE THIRD PARTY. IT IS YOUR RESPONSIBILITY
TO MAIL IN ANY WARRANTY CARDS ON SUCH PRODUCTS.
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B. SweetSoft'" warrants that its Standard Technical Support Services, Training and/or Consulting Services
provided by SweetSoft'" will be of workmanlike quality conforming to generally acceptable industry
standards and practices. This warranty shall be valid for ninety (90) days from performance of the
relevant services. For any breach of this service warranty, Customer's exclusive remedy and
SweetSoft""s entire liability shall be reperformance of the relevant Service, or, if SweetSoft'" is unable
to perform the service as warranted, Customer shall be entitled to recover the fees paid for the deficient
services.
C. SWEETSOFT'" DISCLAIMS ALL LIABILITY FOR ANY DAMAGE RESULTING FROM OR
RELATED TO DATA AND/OR CLAIM FORMS AND RELATED INFORMATION TO, BY,
ABOUT OR FOR ANY FEDERAL, STATE OR PRIVATE INSURANCE ORGANIZATIONS,
INCLUDING, BUT NOT LIMITED TO MEDICARE, MEDICAID, AND COMMERCIAL
INSURANCE COMPANIES. SWEETSOFT'" MAY PROVIDE SUCH DATA OR
INFORMATION, IF AT ALL, ONLY AS "SAMPLES" FOR THE PURPOSE OF
DEMONSTRATING OR DISPLAYING HOW SUCH DATA AND/OR CLAIM FORMS MAY
OPERATE IN THE PROGRAMS. SWEETSOFT1MPROVIDES ALL SUCH SAMPLES ON AN
"AS IS" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS OR IMPLIED.
SWEETSOFT'" RECOMMENDS THAT YOU VERIFY THE ACCURACY OF ANY AND ALL
DATA AND/OR CLAIM FORMS YOU USE WITH THE PROGRAMS.
D. SWEETSOFT'" DISCLAIMS ALL LIABILITY FOR THE ACCURACY AND/OR
COMPLETENESS OF DATA, INCLUDING BUT NOT LIMITED TO DATA SUPPLIED WITH
THE PROGRAM OR AS ADDED OR MODIFIED BY CUSTOMER OR ANY TIIIRD PARTY,
OR, DATA AS PROCESSED ON CUSTOMER COMPUTER NETWORK. CUSTOMER
BEARS THE ENTIRE RESPONSmILITY FOR ITS COMPUTER NETWORK, INCLUDING
ITS INSTALLATION, THE PERFORMANCE OF THE PROGRAMS AND THE BEHAVIOR
OF THE DATA ON CUSTOMERS COMPUTER NETWORK.
E. SWEETSOFT"'PROVIDES ANY HARDWARE, INCLUDING, WITHOUT LIMITATION,
MODEMS, ON AN "AS IS" BASIS. YOUR ONLY WARRANTY ON HARDWARE IS THAT
WIllCH CAME FROM THE ORIGINAL MANUFACTURER. IT IS YOUR RESPONSmILITY
TO MAIL IN ANY WARRANTY CARDS ON SUCH PRODUCTS.
F. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, SWEETSOFT1MDISCLAIMS ALL
OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ON ALL SOFfW ARE,
SERVICES, HARDWARE, DATA OR OTHER INFORMATION, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
G. SWEETSOFT'" WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY
FOR ANY DAMAGES WHATSOEVER FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, EITHER DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO LOSS
OF BUSINESS PROFITS, INCOME OR USE OF DATA.
H. SWEETSOFT""S LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE
WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE
LIMITED TO THE GREATER OF $250 OR THE AMOUNT OF MONEY PAID FOR THE
RELEVANT PROGRAM OR SERVICE, AS APPLICABLE, THAT GIVE RISE TO ANY SUCH
LIABILITY.
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VII. GENERAL
.
This Agreement constitutes the entire Agreement and supersedes any prior Agreement between SweetSoft'" and
You concerning the subject matter of this Agreement. The terms of this Agreement shall supersede any
Customer purchase order or other writing that conflicts with its terms, unless SweetSoft'" specifically amends
this Agreement. This Agreement cannot be amended, modified, or waived, unless the change is written and
signed by an authorized corporate officer of SweetSoft"'.
Date:
, DI Lf-I 9 '1
Date:
r'1Z.'.
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SWEET COMPUTER SERVICES, INC.
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By'-1F~L, 6/0
CUSTOMER Board of Governers
Yvonne Harper
By:
MONROE COUNTY E.M.S. FL012
490 63RD STREET OCEAN, #175
MARATHON FL 33050
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