Loading...
01/14/1999 Agreement 1Dannp I. ltolbagt BRANCH OFFICE 3117 OVERSEAS lfiGHWAY MARA1HON, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF THE CIRCUIT COURT MONROE COUNlY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3660 BRANCH OFFICE 88820 OVERSEAS lfiGHW A Y PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMQBAH~YM TO: Division of Management Services c/o County Administrator Attn: Cee Roth FROM: Isabel C. DeSantis, Deputy Clerk ~.C.~. DATE: February 2, 1999 As you know, at the January 14, 1999 meeting, the Board granted approval and authorized execution of a Softwre License Agreement /Maintenance & Support withPentamation to purchase Building Permit/Code Enforcement software to replace AS400 software. Attached hereto is a fully executed duplicate original of the above for your return to Pentamation. Should you have any questions concerning the above, please do not hesitate to contact this office. cc: County Attorney Finance vA"ile "Yl-_ PENTAMATION ENTERPRISES, INC. ::t ....., ~ .." o ---- -... - ::r:: ~: ..." r- ::0 C"') :":: ,." f"I'1 C)r--."'-. m 0 m;::r.-< Licensor: Pentamni~ ~te~sest!Jtc. 225 Mai~~e :;0 Bethle~, ~ 1 sgs :::0 Teleph~&O) ~-3~ "'i'1 l> .. 0 ,.. C) r :::0 )> fTI ..... . .-- 0 Pentamation Enterprises, Inc. (PENT AMA TION) by its execution of this License Agreement ("Agreement") grants to Licensee, and the Licensee accepts, on the following terms and conditions, a non-transferable and non-exclusive License to use the computer software programs listed in Appendix I of this Agreement on Licensee's computer system(s). This Licensee includes the right to use the related written materials for the licensed software programs such as user manuals. The licensed softWare programs and related written materials are hereinafter collectively referred to as the "Licensed Systems". Unless the source code is purchased by the Licensee under the terms of this Agreement or an Application Software Maintenance and Support Agreement, this license is for the use of object code programs only. sorrWARE LICENSE AGREEMENT Name and Address of Licensee: Monroe County 1200 Truman Avenue, 2.-.1 Floor Key West, FL 33040 Telephone: 305-294-4641 1. License of PENTAMA TJON Aoolication Proerams A. The License granted under this Agreement authorizes the Licensee to possess and use solely for its own use copies of the Licensed Systems on the computer system(s) identified in Appendix I. The Licensed Systems may not be used to process data for any person or entity other than Licensee. B. The functions and features of the software are defined by: the PENT AMA TION Application Software Specifications and the PENTAMATION User Manuals. The responses in the Application Software Specifications section of PENTAMATION'S proposal represent its best professional judgment in response to the Licensee's stated software requirements. However, there is the potential for multiple interpretations of the stated requirements. PENT AMA TION' S Specifications and User Manuals contain a detailed description of the features and functions of the proposed software, and therefore, will serve as the sole source of software capabilities. C. License fees for the Licensed Systems are specified in Appendix 1 of this Agreement, and the validity of this license is contingent upon the payment of these fees to Pentamation. D. If PENTAMATION develops additional releases of the Licensed Systems which incorporate changes and enhancements, it will make such new releases available to the Licensee under the terms of its standard Application Software Maintenance and Support Agreement executed by Licensee and PENTAMATION. E. The Licensee recognizes that the Licensed Systems are confidential and trade secret property which is proprietary to PENT AMA TION. Licensee, its agents, employees, and representatives shall not disclose in whole or in part to any third parties, any Licensed Systems which are provided by PENT AMA TION under this Agreement. Any Licensed Systems which are provided by PENTAMATION may be copied by Licensee for backup purposes only and Licensee shall not otherwise print, copy, or duplicate the Licensed Systems. The Licensed Systems may not be used to process data for any entity other than Licensee. Client may not assign, timeshare, rent, reverse engineer, disassemble, de-compile, reverse translate, or otherwise decode the licensed systems. Pentamation recognizes that Section 815.04 (3) (a) of the Florida State statute specifically exempt'i software programs such as the Licensed Systems from disclosure under Florida puhlic records law. F. The Licensee agrees not to provide or otherwise make available any Licensed Systems, indu4ing but not limited to flowcharts, logic diagrams and program code. in any form, to any person other than Licens~e or PENTAMATION employees, without prior written consent from PENT AMA TION. Licensee will take reasonable steps to protect the security Governmental Resource Series 12/98 of the Licensed Systems, and will inform all employees, agents and rt:\presentatives who utilize the Licensed Systems of this requirement. G. Within thirty (30) days after the date of discontinuance of the license granted under this Agreement, the Licensee will furnish PENT AMA TION a written certification that through its best effort, and to the best of its knowledge, the original and all copies, in whole and in part, in any form, including partial copies and modifications, of the Licensed Systems have been returned to PENTAMATION or destroyed, except that, upon prior written authorization from PENTAMATION, the Licensee may retain a copy for archival purposes only. 2. Aoolication Prollram Imolementation Services A. PENTAMATION shall provide to Licensee installation services, training of Licensee's personnel and technical assistance in the operation and use of the Licensed Systems as set forth and for the charges listed in Appendix 2. B. Implementation of the PENT AM A TION Application Programs will be deemed completed when op~rational according to the PENTAMATION Application Program User Manuals, or when the Licensee begins processing data using said Application Programs, whichever occurs first. C. Delivery and installation of the Licensed Systems will occur as mutually agreed by PENT AMA TION and Licensee. D. PENTAMATION will convert certain Licensee's files to the new system's files. Licensee shall provide the correct system's files in ASCII format and on media readable by the new hardware. Licensee shall also provide current file record descriptions and file layouts to PENT AMA TION. The fee for tile conversion services is set forth in Appendix 2. 3. Warrantv A. PENTAMATION warrants that it is the sole owner of or has full power and authority to grant the License provided for herein and that the use of the licensed programs by Licensee will not violate or infringe any patent, copyright or other proprietary right of any third person. PENT AMA TION will indemnify and hold Licensee harmless from and against any loss, cost, liability and expense arising out of the breach of the foregoing warranty. B. PENTAMATION warrants that each Program will function as described in the then current User Manual when it is shipped to the Licensee. In the event of a defect in a Program, PENTAMATION'S sole responsibility shaIl be to replace or correct the defective program without charge to Licensee provided written notice of the defect is given to PENTAMATION. Services or corrections out,ide the scope of this warranty shall be provided only under the terms of an Application Software Maintenance and Support Agreement executed separately. The f{)regoing warranty does not apply to defects caused by equipment or programs not supplied by PENT AMA TION or where equipment used by Licensee has not been approved by PENTAMATION. The foregoing warranty shall also not apply to other causes beyond PENTAMATION'S control such as excessive simultaneous users on the system, defective or interrupted electrical power, inadequate speed of peripheral devices, inadequate speed of data communications network, and inadequate storage capacity for data. This warranty shall continue only so long as a paid up application Software Maintenance and Support Agreement is in effect. C. The foregoing warranty is in lieu of all other warranties express or implied, including but not lirnittld to, the implied warranties of merchantability and fitness for a particular purpose. The Licensee agrees that PENTAMATION'S liability hereunder for damages f{)f failure to replace or correct a defective program regardless of the form of action, shall not exceed the charges paid by the Licensee for that program. No action, regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one year after the cause of action has accrued, except that, an action for non-payment may be brought within one year after the date of the last payment. D. In no event will PENTAMATION he liahle f{)r indirect or consequential damages even if PENTAMATION has been advised of the possibility of such damages. Governmental Resource Series 12/98 4. Pavment Tenns A. The Licensee agrees to pay PENTAMATION the license fee charges as set forth in Appendix 1. B. Invoices not paid within tkirt). (30) forty-five (45) days of the invoice date shall bear interest at the rate of H-%- 1% per month beginning tkirty (30) forty-five (45) days from invoice date. C. Installation, training and technical service invoices shall be submitted by PENT AMA TION as incurred, shall be paid within thirty (30) forty-five (45) days of the invoice date and shall bear interest thereafter as provided above. D. All taxes, except taxes based on the net income of PENTAMATION resulting from the licensing or use of the Licensed Systems by the Licensee, including, but not limited to, property, sales, or use taxes, shall be the sole responsibility of the Licensee, and, where applicable, shall be added to PENTAMATION'S invoice. 5. Licensee ResDonsibility A. The Licensee shall be exclusively responsible for the supervision, management, and control of its use of the Licensed Systems, including, but not limited to: (1) assuring proper machine configuration, program install~tion, audit controls and operating methods; (2) establishing adequate backup plans based on alternate procedures in the event Licensed Systems malfunction; (3) implementing sufficient procedures and checkpoints to satisfy its requirements for security and accuracy of input and output as well as restart and recovery in the event of malfunction; (4) informed use of output insofar as technical expertise or professional judgment is required; and (5) maintenance and distribution of system passwords. B. Licensee will provide at its expense the computer hardware system necessary for its use and operation of the Licensed Systems, operating system software, hardware and operating system software maintenance, diagnostic modem of PENTAMATION'S specifications, dedicated telephone line for diagnostic modem, second telephone line near the CPU, sufficient backup media, printer, paper, ribbons and adequate work space for all personnel. All of the foregoing shall be in place prior to installation of the Licensed Systems. C. The Licensee will appoint an individual to serve as a central liaison with PENT AMA TION. Licensee will appoint an individual to have the responsibilities of System Administrator as included in Appendix 3. Licensee is also obligated to provide personnel having sufficient skills and experience to operate and manage the programs licensed hereunder. D. Licensee shall have taken the necessary steps to execute a hardware and operating system maintenance contract prior to the initial installation visit. A current and valid contract must be maintained as long as the Licensee and PENT AMA TION have an Application Software Maintenance and Support Agreement in effect. E. Licensee will contract for maintenance on the Informix software products for the period of time during which the Licensee and PENT AMA TION have an Application Software Maintenance amI Support Agreement in effect. F. Licensee will be responsible for the costs of travel, lodging, and related expenses for training and support provided by PENTAMATION at Licensee's location. 6. General Tenns and Conditions A. This Agreement and the use of the Licensed Systems may not be assigned, sub-licensed or otherwise transferred by the Licensee to any other person or entity without the prior written consent of PENT AMA TION, and any assignment, sublicense or transfer shall, in the absence of such consent, automatically and immediately terminate the License. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the successors and assigns of the parties hereto. Governmental Resource Series 12/98 B. The term "this Agreement" as used herein includes all Appendices and Addenda, and any future written amendment.., modifications, or supplements in accordance herewith. C. If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted. D. Licensee and PENTAMATION mutually agree not to engage in any recrulhng efforts with the other party's personnel without receiving written consent from the individual employee's management. E. The Licensee will designate an officer or employee as its agent to receive all written notices issllIed by PENT AMA TION under this Agreement. PENTAMATION will designate an officer or employee as its agent to receive all written notices issued by the Licensee under this Agreement. F. Any changes in the scope of work covered by this Agreement, including requests by Licensee for changes, modifications, or additions to the Licensed Software shall be covered by a separate agreement or purchase order mutually agreed to by the parties. G. The Licensee acknowledge.. that it has read this Agreement, understands it and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the Agreement between the parties, which supersedes all proposals, oral or written, and all other communications hetween the parties relating to the su~ject matter of this Agreement. H. Dispute Resolution afld C8IfllmLlOry Ar..,itrl.tti8f1 a. Negotiation Between Executives. The parties shall attempt in good faith to resolve disputes or claims arising out of or relating to this agreement promptly by negotiations hetween executives who have the authority to settle the controversy. Any party may give the other party written notice of any dispute not resolved in the normal coUrse of business. Within twenty (20) days after delivery of said notice. such executives of the parties shall meet at a mufually acceptable time and place and thereafter as often as they reasonahly deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within sixty (60) days of the original n<:>tice, or if the parties fail to meet within twenty (20) days, any party may initiate areitrati8f1 of the eOfltfOver:,y ar elailfl as I'r8',idoo hereafter further action as appropriate. All negotiations pursuant to this clause are confidential and shall be treated as settlement negotiations for all purposes. b. BirHliru! /.rbitratiofl. If a di:'lf'ltlte ifi flot re:mh'oo f'lHr3t1aflt to I'afftgraf'lh 9.a above, the disl't1te Ifltlfit thefl b0 sHblfliuetl fur tiflal aisl"ositiafl b)' arbitratiofl eofltltl0tetl eXf'looitiotlsl)' ifi aeesrdafl:ee with the Uflitoo States /.rtlitratiofl :\et, 9 V.S.C.!. The I'artiefi fttrther agree flot t8 eSlfllfleflee Itfl)' 3t1it, aetiofi or f'lfOeootlifigs at law or et)t1ity arisiflg OHt of this llgreelfleflt afla this agreelfleflt IflUY be f'lrecjefltetl tts tt eOIflf'llete defense to aflY sHch litigtttiofl. The ttrbitratiofl l'f8visiofls cOfltaifletl hereifl shall stlrvive the teflfliflatisfI or eXf'liratiofl sf this eOfltrttet. The ttrbitffttiofl I'fOe<lediflgs shall be held ifl Bethlehelfl, Northalflf'ltofl COtlfl:t)', Peflflc,yh'ltflitt, afld the arhitratOfa :lhltll ttf'll'ly Peflfl3yl'lttfli8 law. The 8r..,itratiofl shall be eOflatletetl ifl aeeordaflee with the rtlles for eOlfllflereiulliti~8tiofl of the Alflerieltfl Arbitrlttiofl. Aggoeiatiofl. /. delfl8f1d for ttrhitffttiofl :jhttll be Iflltch" b)' 8 1'8rt)' ifl writiflg t1f'lOfl the otha 8fter eXf'liratiofl of the peri8as I'ffiviaoo ifl f'lafftgrttf'lh 9.1t above. The dclfl8f1d sh811 ifieItlae the flltlfle of the 8rhitr8tor seleetetl b)' the f'lltr~)' delflafldiflg afflitfftti8fi, together with It sttttelfleflt of the Ifllttler" iH e()fttrovcrs)'. 'Nithifl tweflty (~Yil of :'luch delflafld, the other f'lart)' shall Httlfle ItH arbitrator. The lIrbitnllor3 flalfloo sh811 seleet a tffiftI-flettffit1 arbitrator. If the other party tilils to Htllne UH lIrhitrttlor, the lIrbitralor Jhttll hettl'l'oifltetl b)' the UHitetl Sluks District Court, E8:,tcffl Di:ltriet of PCflH:;y] nlll itt. Eaeh f'larty ilhttll bcar iLl OWfI ttrhitratiofl emIts afla eXI'<:flJcS, afla the eo:'ll.l Ufia OXf'lefiS03 of tht 8rbitfftt8r seleetoo by it ftfld 50 % of the emits Ilfld eXf'lefiJe3 of the fletltflllllrbitffttof. JHaglfleHt HI'OH the aVlartl of the atbitratofil msy be entered ifl aflY eellrt of eOlfll'eteflt jtlri:'ldietioH. I. This Agreement will be interpreted and construed in accordance with Florida law. Governmental Resource Series 12/98 7. Term The license granted hereunder shall be perpetual provided that Pentamation shall have the right to terminate this license in the event of Licensee's breach of any of the terms hereunder. 8. EXDort Laws. Client agrees to comply fully with all relevant export laws and regulations and will not export the licensed systems directly or indirectly in violation of such laws. 9. Pentamation and its suppliers shall be deemed a third party beneficiary of this agreement including but not limited to Paragraphs l.e, 3.a and 3.c above. 10.Pentamation warrants that the application software will be, to the best of our knowledge, Year 2000 cOITlpliant. 11. Attachments The following attachments attached to this Agreement are incorporated herein: Appendix 1 Appendix 2 Appendix 3 Licensed Systems Application Software Implementation Services System Administrator Job Responsibilities Agreement is made this /~+h day of Januarv / 1997 For MONROE COUNTY, FL . ~.< ..'....,-...:'... ""-",,- and intending to be legail~:~~l~parties have caused this Agreement to be signed by its duly y -" II ~t "., ,.,,' .,~~' " \.-:: 1=5:1 f. . ". \ .".' ",,,"f " . .",.:":' r:.~ ~,~,.i II!I:&",<~,-J ~. ~S:); For PENTAMATION ENTERPRISES, INC. .....,.,., ."'-- .- ~ :n:uK~~lK . J~.. Qm~ DEPUTY Cl..EP:< - IN WITNESS WHEREOF, authorized officers. Executed by: mO%r / Ch-a/~'!';}.n /Name/Title ,l. tJ ct' .~.. Authorized ~ature Donald V. Apptetqn President and C.O.O. Pentamation Enterpriscls.1Dc. 225 Marketplacel Bethlehem. PA 18~18 (610) 691-3616 ' Name/Title .. ... ~ \.k)~.'--_, ~41 .. .. -- ~~ Authorized Signature /-1'-1-97 Date Jiff! /9J> Date Governmental Resource Series 12/98 APPENDIX 1 Licensed Systems Application License Fee Menus/Shells $1,000 Encompass 14,000 Contractor Licensing 3,111 Code Enforcement 7,000 ACTion!! Communication Tracking 9,333 Cash Receipting Interface 3,500 Total: $37,944 Informix/4J's Licenses (25 Concurrent Users) 19,715 Training Days (31 days @ $800/day) 24,800 Data Conversion Estimated (Encompass) 9,600 Expenses Estimated 11,271 Operating System and Engineering Services 15,089 Total: $1 16.0~9 Optional Application Server Installation, Setup and Network Verifications (on-site) $4,000 3,000 sca UNIX Training APPENDIX 2 Application Software Implementation Services Application Number of Days Menus/Shells Encompass Contractor Licensing Code Enforcement ACTion!! Communication Tracking Cash Receipting Interface 3 7 3 5 9 4 31 Total: Encompass Data Conversion Estimated 12 Optional - (in Bethlehem) sca UNIX Training (up to 4 people) 4 APPENDIX 3 System Administrator Job Responsibilities Effective System Administration is the key to a successful installation and smO<l>th on-going system operation. System Administration personnel will be the focal point for communications between your organization and Pentamation, and will handle the daily operation of the system. System Administrative personnel should have or possess the potential to develop the following knowledge and skills: - General understanding of computer systems' architecture and configurations; recognizing such pieces of hardware as CPU, memory, peripherals, scanners, etc. - Understands general computer concepts such as relational database, operating systems, application software, word processing, and fourth generation languages. - Excellent verbal and written communication skills with governmental administrators, programmers, and system maintenance personnel. - Understands the importance of data integrity and security (file backups and password control). - Understands what your organization requires from each Government application. System Administration responsibilities include, but are not limited to, the following: - Sole responsibility for communications with Pentamation Support personnel. - Adds new users to the system and maintains security profiles. - Completes backup and recovery procedures. - Completes oft--site backup procedures. - Provides first level support to end users. - Upgrades system software in conjunction with Pentamation and the computer hardware manufacturer. - Ensures data and equipment security. - Diagnoses and resolves minor hardware problems. - Manages workload effectively. - Trains new staff on software packages. - Trains Report Writer to department personnel. - Maintains Documentation. PENTAMA TION ENTERPRISES, INC. AGREEMENT FOR BASIC APPLICATION SOFTWARE MAINTENANCE AND SUPPORT Name and Address of Licensee: Monroe County 1200 Truman Avenue, 2nd Floor Key West, FL 33040 Telephone: 305-294-4641 Licensor: Pentamation Enterprises, Inc. 225 Marketplace Bethlehem, PA 18018 Telephone: (610) 691-3616 Payment of the itemized annual fee shall entitle Licensee to specified application software maintenance support services, on the following terms and conditions, and is su~ject to renewal each year. Services will be provided by PENt AMA TION Enterprises, Inc. (PENTAMATION). PENTAMATION may terminate this Agreement for cause if the Licensee fails to comply with any of the terms and conditions of this Agreement or with any of the terms and conditions of the License Agreemell1t for any of its software products. PENT AMA TION reserves the right to withhold services pending full payment of fees. 1. Application Software Maintenance and Support A. PENTAMATION Application Software Maintenance and Support will be provided to Licensee when the Licensee begins processing data using the Application. PENTAMATION Application Software Maintenance and Support will be provided by PENTAMATION to Licensee for the charges as shown in Appendix I. The fee for this service varies by PENTAMATION Application, and each Application has a maximum number of support hours provided per year for the contracted fee as shown in App~ndix 2. Should the total number of Support hours be exceeded in anyone year, additional Support Service may be provided at PENTAMATION'S then current hourly rates. The period for the rendering of these services shall be annual and shall be automatically renewed for an additional year unless either party gives at least sixty (60) days prior written notice to the other that such maintenance and support services are not to be renewed. B. For the purposes of this Agreement, the term "Application Software Maintenance and Support" for PENTAMATION Application Software means that PENTAMATION will: 1. Provide standard product enhancements when and as the same are developed by PENTAMATION; PENTAMATION shall distribute to Licensee one copy of such product enhancements or corrected programs as soon as it is available. Licensee shall be responsible for incorporating such enhancements in each copy of the applicable PENT AMA TION Software licensed by Licensee. 2. Provide programming modifications mandated by changes to existing federal and state regulations in effect as of the date of the original Software License Agreement, for all reports and associated processing that can be provided within the intended capabilities of the product for the Payroll retirement and tax functions, and state financial reporting, if applicable. Reports will be provided that use data supporte<1 within the applications software, and they will provide all necessary data and totals required to complete government-mandated forms. If required, programs to transfer data to tape media will be provided. 3. Provide assistance to Licensee in the use of the PENTAMATION Application Software via telephone inquiries to PENT AMA TION' S designated software support offices up to the maximum number of hours per application as listed in Appendix 2. Telephone support services are available weekdays, excluding holidays, during ndrmal business hours. 4. Investigate errors in the intended capabilities of PENT AMA TION Application Software upon receipt of notification from Licensee and provide Licensee with an alternate procedure or programming modifica~ions to correct errors. I PENT AMA TION shall distribute to Licensee one copy of such product enhancements or corrected programs as soon as it is available. Licensee shall be responsible for incorporating such enhancements in each! copy of the applicable PENTAMATION Software licensed by Licensee. All of the above services will be provided by tdephone communication contact between PENTAMATION and Licensee. Licensee will be responsible for all data line telephone charges involved in providing Application Software Maintenance and Support, and PENT AMA TION will invoice Licensee at cost. 2. Payment Tenns A. The Licensee agrees to pay PENTAMATION the charges as set forth in Appendix l. All charges are payable by Licensee as a net amount due in 30 days from the date of invoice. All payments made by Licensee after 30 days from date of invoice will be subject to a late payment tee of 1.5 % monthly until the date paid. 3. Licensee Responsibilities A. The Licensee will have an assigned individual to serve as liaison between PENT AMA TION and Licensee. Licensee acknowledges its obligation to provide personnel having sufficient skills and experience to operate and manage the equipment and/or programs being provided to obtain the desired results. B. The Licensee will be responsible to provide a dedicated dial-up line with a modem of PENT AMA TION specifications (contact Pentamation's Engineering Services for the <.:tirrent recommended diagnostic modem) on the Licensee's computer equipment and a "superuser" system log-in account for PENT AMA TION' S use in support of this Agreement. C. The Licensee will be responsible to provide a QIC, 4mm DA T, or 9-track tape drive which will be used to install new software releases, updates, enhancements, etc. D. Licensee will be responsible for the reasonable costs of travel, lodging, and related expenses for training and support provided by PENTAMATION to personnel at Licensee's location. E. Licensee shall have taken the necessary steps to execute a hardware and operation system maintenance contract prior to the initial software installation visit. A current and valid hardware and operation system maintenance contract must be maintained as long as the Licensee and PENTAMATION have an Application Software Maintenance and Support Agreement in effect. F. Licensee wiII contract for maintenance on the Int{}rmix software products for the period of time during which the Licensee and PENTAMATION have an Application Software Maintenance and Support Agreement in effect. G. The Licensee shall be exclusively responsible for the supervision, management, and control of its use of the Licensed Systems, including, but not limited to: (1) assuring proper machine configuration, program installation, audit controls and operating methods; (2) establishing adequate backup plans based on alternate procedures in the event of computer system malfunction; (3) implementing sufficient procedures and checkpoints to satisfy its requirements for security and accuracy of input and output as well as restart and recovery in the event of malfunction; (4) informed use of output insofar as technical expertise or professional judgment is required; and (5) maintenance and distribution of system passwords. 4. General Tenns and Conditions A. Licensee agrees that if PENT AM A TION makes non-standard application software changes and/or screen changes requested by the Licensee to meet the unique needs of the Licensee or if the Licensee has application software changes or screen changes made by non-PENTAMATION employees, this may affect the ability of PENTAMATION to perform future responsibilities to Licensee for Application Software Maintenance and Support. Licensee furthtlr agrees that these non- standard changes may require PENTAMATION services not covered by this Agreement that will be billable to the Licensee. B. At the direction of the Licensee, PENT AMA TION may assume responsibility t{}r resolving disagreements among hardware, operating system, and application software support personnel regarding the origin or solution of system problems. In this case, PENT AMA TION will either correct the reported problem or will provide evidence that the problem is not related to PENTAMATION Application Software and direct the Licensee to the appropriate party for resolution. If it is determined that the reported problem is not related to PENT AM A TION Application Software, the Licen$ee may be charged for consulting services at PENTAMATION'S standard rate, plus expenses. Consulting services required to repair data necessitated by hardware problems, operating system software problems, acts of God, or improper' use of the system(s) (as defined in the user's manuals and Pentamation update bulletins) are not included as part of this agreement. C. PENTAMATION will, at its option, furnish Licensee with applicable PENTAMATION Standard User Documentation in machine-readable form or via one printed copy. D. Neither PENTAMATION nor Licensee will assign this Agreement or any right hereunder to any person, firm, or entity without the written consent of the other; such consent will not he unreasonably withheld. E. Neither party will be liable to the other for any indirect, special, incidental, or consequential damages. In no event will PENT AMA TION be liable to Licensee for any breach of this Agreement for any amount in excess of the aggregate amount paid by Licensee under this Agreement for the one-year period preceding such breach. F. Neither party will be responsihle for delays or failures in performance resulting from acts beyond its control, such as strikes, fire or other casualty, communication line failures, electrical power failures, or irregularities, and the like. G. This agreement will be governed hy the laws of the state of Florida. H. Licensee and PENTAMATION mutually agree not to engage in any recruiting efforts with the other party's personnel without receiving written consent from the individual employee's management. 5. Appendices The following appendices attached to this Agreement are incorporated herein: Appendix "I" -- Maintenance and Support Fees Appendix "2" -- GRS Maximum Support Hours Per Contract Year Appendix "3" -- Custom Programming Services This Agreement and Appendices contain all of the agreements and understandings of the parties concerning the subject matter hereof, and there are no other promises, agreements, guarantees, or warranties. oral or written. All modifications to this Agreement must be in writing and signed by both parties. IN WITNESS WHEREOF, and intending to be legally hound, the parties have caused this Agreement to be signed by its duly authorized officers. FOR MONROE COUNTY, FL: FOR PENTAMATION ENTERPRISES, INC: Executed By: ~ ATTESr.OANNV' ::n~x,,~:::c ";"'( ~n.~O,C. ~~-tvb L_ ... . m ~~c.:>("' / e-hCA.; (" '""~y"\ ame'/Title 11 C t..~.{;;-- Auth i Signature Donald V. Appleton Plaident and C.O.O. .....-.tIon Enterprises. lee. 22S Marketplace BcIblehem. PA 18018 (610) 691.3616 ,~~ll~ ",^::..~~ ....~ Authorized Signature Name/Title \.-\'-'-'\~ Date ) iflfl/ 1:17 D~te f APPENDIX 1 Maintenance and Support Fees SYSTEMS COVERED AND FEES Payment of the fee shall entitle the Licensee to the specified services for the following systems. Application Menus/Shells Encompass Contractor Licensing Code Enforcement ACTion!! Communication Tracking Cash Receipting Interface Annual Fee $ 180 2,520 560 1,260 1,680 630 Total: ~ Year One Database/Tool Maintenance $5,318 Optional SCO UNIX Phone Support $3,600 APPENDIX 2 Governmental Resource Series Maximum Support Hours Per Contract Year . Menu/Shells . Encompass . Contractor Licensing . Code Enforcement . ACTion!! Communication Tracking . Cash Receipting Interface *Not to exceed 40 hours APPENDIX 3 CUSTOM PROGRAMMING SERVICES 1. General Tenns and Conditions A. Pentamation offers custom programming as an optional service to the Licensee. When the Licensee requests the service, Pentamation will provide written specifications and a fixed cost estimate for the work to be performed. The Licensee is granted a non-exclusive, non-transferable perpetual license to the customized software and source program code. An annual maintenance and support service for custom software is provided for a fee of 15 % of the standard charge for programming the custom software. This maintenance and support service provides on-going telephone support, bug fixes, and upward migration to updates and minor releases of the base line products. Minor releases are indicated by release levels to the right of the decimal point, e.g., 2.1 to 2.2. Major releases are indicated by release levels to the left of the decimal point, e.g., 2.9 to 3.0. Custom software will be upgraded to major releases on a time and materials basis at our then current hourly rate. Pentamation retains ownership of all custom-developed software and may, at its discretion, include the software in future releases of standard products. 2. Pentamation Responsibilities A. Pentamation will provide a written cost estimate for the work to be performed subject to a 10% variance. This estimate will be based on mutually agreed to specifications. B. Pentamation will install the software via modem or magnetic media with hard copy instructions provided for Licensee installation. C. Pentamation will provide telephone instruction in the use and features of the custom- developed software. D. Pentamation will provide standard programmer documentation. E. Pentamation will test all modifications for anticipated conditions using test data or data provided by the Licensee. F. Pentamation will provide source code for all custom-developed programs. G. Pentamation will warrant software to perform as documented in the written specifications. H. Pentamation will provide phone and technical support as well as any additional programming to implement the custom-developed software in a minor release of a standard application software product. 3. licensee Responsibilities A. Licensee will review Pentamation-provided specification documents for errors and omissions. After programming has started, project changes due to policy change, or incomplete, or erroneous specifications may increase the cost of the project. B. Licensee will test all custom-developed software after installation on the licensee's hardware before running in a "live" production environment. C. Licensee will reimburse Pentamation for all reasonable travel and living expens~s if a site visit is required. D. Licensee will retain a copy of the moditied source code on the Licensee's macfuine in the event future modifications are required.