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04/14/1993 lei Creative Management Systems A Division of Royal Services. Inc. 400 Riverside Avenue • Jacksonville, Florida 32202 • Phone: 904 - 355 -2745 - n CMS -' CREATIVE MANAGEMENT SYSTEMS rn - 1-. P.O.Box 41226 * Jacksonville, Florida 32203 * (904)355 -274 A Division of Royal ServicespoInc. . SERVICE MAINTENANCE AGREEMENT o • Name:Monroe County Board of County Comm. Service Number:93 -004 Address:5100 College Road Date: 4 -1 -93 City: Key West, State: Florida Ordered by: Jim Dore Telephone: (305) 292 -4560 Zip: 33040 Purchase Order #:15337 Software Program(s) covered by this agreement: CAMS - SQL /SU System • Original Software Installation date: April 1993 THIS AGREEMENT MADE AND ENTERED INTO THE 14th day of April , 1993 by and between CREATIVE MANAGEMENT SYSTEMS, whose principal place of business is at 400 Riverside Avenue, Jacksonville, Florida 32203, hereinafter referred to as CMS and MONROE COUNTY, whose address is 5100 College Road, Public Service Building, Stock Island, Key West, Florida 33040, hereinafter referred to as "CLIENT ". WHEREAS CREATIVE MANAGEMENT SYSTEMS HAS AN ABILITY TO RENDER SERVICE MAINTENANCE, AND THE CLIENT is desirous of obtaining the services of CREATIVE MANAGEMENT SYSTEMS, NOW, in consideration of the mutual convenants herein contained, and other good and valuable consideration, the sufficiency of which is acknowledged by both parties, the parties agree to the following: 1. This agreement commences on the day first above written and continues for one year thereafter, with an option for CLIENT to renew the Agreement in one -year increments, notice of election of option to be delivered in writing to CREATIVE MANAGEMENT SYSTEMS no less than thirty days prior to each succeeding anniversary date. Computer Assisted Management Systems - Software • Support • Training • Installation • Creative Management Systems A Division of Royal Seniees. Inc. 2. CMS, a division of Royal Services, Inc., agrees to provide these premium services enumerated below on the above Program(s) located at the customer's facility: * Support and assistance via the telephone. * Access to enhancements on all purchased modules. * Quarterly Newsletter Publication. * Discount on Training 3. For these services, CLIENT agrees to pay CMS the sum of $ 1125.00 for the first year, and a renewal charge each year thereafter; due on the anniversary date of this Agreement. 4. Either party shall have the privilege of terminating this Agreement by delivering written notice to the other party, not less than ten days prior to the commencement of the next anniversary date upon election to renew the rights and obligations of parties hereunder shall continue. Due to budgetary access of funds, an increase in fees and prices are not subject to change during the fiscal year October 1 - September 30, 1994, in which said maintenance agreement is in effect. Any future year increase in fees and /or prices are to be submitted in writing on or before July 1 of each current fiscal year. 5. This is a Software Maintenance Agreement between CLIENT and CMS, and it cannot and shall not be modified by purchase orders, advertising or other representations by anyone, unless a written Agreement has been signed by an officer of both parties. CLIENT acknowledges that customer has read this Agreement, understands it and agrees to be bound by its terms and conditions. This Agreement shall be governed by the laws of the State of Florida, and the United States Copyright Law. 6. CMS shall not assign, transfer, sublease, pledge, hypothecate, surrender, or otherwise encumber or dispose of this contract or any estate created by this contract or any interest in any portion of the same, or permit any other person or persons, company or corporation to perform services under this contract without first obtaining the written consent of the CLIENT. In the event of such consent, this agreement shall be binding upon the CMS's successors and assigns. • Creative Management Systems A Division of Roval Sen•ices. Inc. IN WITNESS WHEREOF, the parties have unto set their hands and seal, the day and year first written above. BOARD OF COUNTY COMMISSIONERS CREATIVE MANAGEMENT SYSTEMS MONROE COUNTY (client) (vendor) BY: ✓/ 4, ..� (Signature) (Signa ure) TITLE: l 4 L ?6 17 &nir �..: A ,.P (Witness) Notary Public, State of Florida My Commissilwn Expires Sept. 17, 1993 (Seal) ATTEST: 'Danny L. Kohlage, Clerk BY: G./ APPROVED AS TO FORM Deputy Cl rk AND LEGAL SUFFICIENCY BY : 1111 ��Lr�!� It✓ Z ' attorney s Office • APPROVED AS TO r� ^' ? SOFTWARE LICENSE AGREEMENT LEGAL 51.1, By /JAL Creative Management Systems, A Division of Royal Services, Inc. p °'oe 400 Riverside Ave., P. 0. Box 41226, Jacksonville, Florida 32203 c- 904 -355 -2745 IMPORTANT: THERE WILL BE NO DELIVERY OF THE SOFTWARE WITHOUT PRIOR RECEIPT OF THE SIGNED CONTRACT. DO NOT USE THE SOFT WARE PACKAGE BEFORE YOU HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. THE ACT OF USING THE SOFTWARE PACKAGE 1S CONSIDERED AS ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE, YOU SHOULD PROMPTLY RETURN THE SOFTWARE PACKAGE UNOPENED TO THE SELLER FROM WHOM YOU PURCHASED IT, WHO WILL REFUND YOUR MONEY. DEFINITIONS: These definitions will apply to this Software License Agreement. a. "CMS" means Creative Management Systems, A Division of Royal Services, Inc. P.O. Box 41226, Jacksonville, FL 32203, the author and owner of the Copyright of this Software. b. "CUSTOMER" means the individual, institution or company purchasing this Software package. c. "SOFTWARE" is the set of computer programs in this package, regardless of the form in which CUSTOMER may subsequently use it, and regardless of any modification which CUSTOMER may make to it. d. "LICENSE" means the Agreement and the rights and obligations which it creates under the United States Copyright Law and the laws of the State of Florida. LICENSE: 1. CMS grants to CUSTOMER and CUSTOMER accepts from CMS a nontransferable, and nonexclusive License to use, in a single computer at a single location, this Software complete with documentation. CUSTOMER may not transfer the Software electronically from one computer to another over a net- work. CUSTOMER has the right to copy the Software into any machine readable or printed form for backup or modification purpose in support of CUSTOMER's use of the Software on the single computer. (Certain Software, however, may include mechanisms to limit or inhibit copying). CUSTOMER may modify the Software and /or merge it into another program for CUSTOMER's use on the single computer. However, any portion of this Software merged into anothe, program will continue to be subject to the terms and conditions of this License. CUSTOMER may not transfer any copy of the Software to another person or entity unless CUSTOMER transfers all copies including the original of all Software complete with documentation and advises CMS of the name anc address of that person or entity, who must sign a copy of this Agreement, pay the then current transfer fee, and agree to the terms of the License in order to use the Software. CMS will provide additional copies of the License Agreement upon request. CMS has the right to terminate the License, to trace serial numbers, and to take legal action if these conditions are violated. CUSTOMER understands that unauthorized reproduction of copies of the Software and /or unauthorized transfer of any copy may be a serious crime, as well as subjecting CUSTOMER to damages and attorney fees. CMS believes that the Know - How supplied or to be supplied has commercial value to CUSTOMER, but does not warrant or represent that any of it is accurate, the specific results will be obtained, that it is very comprehensive in its field, or that it is suitable to CUSTOMER's purposes. 2. CUSTOMER may not use, copy, modify, or transfer the Software, including "all programs, print -outs, and descriptive materials sufficient to implement the Creative Management Systems," or any copy modification or merged portion, in whole or in part, except as expressly provided for in the License. 3. If CUSTOMER violates any part of this License Agreement, the License is automatically terminated by CMS. CUSTOMER agrees upon such termination to destroy the Software and documentation, together with all copies, modifications, and merged portions in any form. CUSTOMER shall notify CMS in writing of the location of the software and any change in location. PROPRIETARY RIGHT AND COPYRIGHTS: CUSTOMER agrees that the Software, including the documentation contained within, are the property of CMS. CUSTOMER owns the diskette(s) purchased, but under the Copyright Law, CMS continues to own the Software Computer Programs recorded on it/them and all copies on it/them. CUSTOMER agrees to make no more copies of the Software or any part thereof than are necessary for use by CUSTOMER for back -up purposes, and CUSTOMER agrees to reproduce or to affix Copyright or other proprietary notice to all full or partial copies in the same form as they appear on the original. CUSTOMER further agrees to keep confidential and to utilize its best efforts to prevent and protect the contents of this Software, including the documentation and any part thereof from unauthorized use or disclosure. CUSTOMER agrees that it will not permit anyone not in its full time employ to operate, maintain or have access to the software in such a way that such person could receive information with respect to the software package. CUSTOMER hereby agrees that the software system received hereunder is a valuable trade secret of CMS and hereby agrees to maintain it in strictest confidence. Further, CUSTOMER agrees to imple- ment sufficient safeguards to protect the confidentiality of the trade secret in and of its own operating procedure. Customer shall immediately notify CMS of any information which comes to its attention which does or might indicate that there has been any loss in confidentiality of the trade secret. In such event, CUSTOMER shall take all steps within its power to limit the spread of such information, including taking whatever action is possible to terminate such spread. LIMITED WARRANTY: CMS warrants only the diskette(s) or other media on which the Software is furnished to be free from defects in materials and workmanship under normal use for a period of 90 days from the date of delivery to CUSTOMER as evidenced by a copy of CUSTOMER's receipt. This warranty does not include service to repair damage to the diskettes resulting from accident, disaster, misuse, abuse or,modification. CUSTOMER assumes all responsibility for the selection of the Software to achieve CUSTOMER's intended results, and for installation, use and results obtained from the Software. CMS MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE RELATING TO FITNESS OF PURPOSE OR MERCHANTABILITY. IN NO EVENT WILL CMS BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT OR SPECIAL DAMAGES INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF CMS OR AN AUTHORIZED CMS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, CUSTOMER'S SOLE RIGHT AND REMEDY WILL BE REPAIR OR REPLACEMENT OF THE DISKETTES. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusions may not apply to CUSTOMER. In such case, the maximum liability of CMS shall be limited to refund of the purchase price. CUSTOMER may have other rights which vary from state to state. CUSTOMER and CMS agree that this product is not intended as "Consumer Goods" under State or Federal Warranty Laws. CMS reserves the right to change the specifications and operating characteristics of the software and documentation, over a period of time, without notice. TERM: The license is effective until terminated. CUSTOMER may terminate upon prior written consent of CMS, by destroying the Software and documentation together with all copies, modifications and merged portions in any form. It will also terminate upon conditions set forth elsewhere in the License Agreement or if CUSTOMER fails to comply with any term or condition of this License Agreement. CUSTOMER agrees upon such termination to destroy the Software and documentation together with all copies, modification and merged portions in any form. CUSTOMER MAY NOT USE, COPY, MODIFY, OR TRANSMIT THE SOFTWARE, OR ANY COPY, MODIFICATION OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE AGREEMENT. MISCELLANEOUS: This is the only Agreement between CUSOMER and CMS and it cannot and shall not be modified by purchase orders, advertising or other representations by anyone, unless a written Agreement has been signed by an officer of CMS. This License Agreement is deemed entered into at Jacksonville, Duval County, Florida by both parties. CUSTOMER acknowledges that CUSTOMER has read this Agreement, understands it, and agrees to be bound by its terms and conditions. This Agreement shall be governed by the laws of the State of Florida, and the'United States Copyright Las,. I have read the CREATIVE MANAGEMENT SYSTEMS, A DIVISION OF ROYAL SERVICES, INC. Software Licensing Agreement and agree to abide by the terms contain:. therein: Monr. Bard of County Commissioners CREAT VE MAN T SYSTEMS Com p ° m ' 7 p n ' , ' ADi nofR. + 1 : ca, Inc. Pe cy R.senbloom, III or /Chairman BY 4:11)/404140Y Vice President itle Deputy Clerk Title April 14, 1993 April 2, 1993 Date • Date • ■ t ' SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a), FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES • THIS FORM MUST BE SIGNED AND SWORN TtIN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. C 1. This sworn statement is submitted to WIT' Y Or /MONK E 600D OF C04NT Y COnMwt 1 S5+oNa$ [print name f the public entity] by l' ERC -V t� OSENB�oaIN� Vice � RISIOF.NT [print individugrs name and ti41e] for C1:EP TIVE 14NA46,1IE4T S'STA1WS - [print name of entity submitting sworn statement] whose business address is 1 400 i V Er5 D'E 14tf u E JAIeKSON v 1 Li.E O2CIPA X22OZ and (if applicable) its Federal Employer Identification Number (FEIN) is J ° are, 1 C t, (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: ) 2. I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's Length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been • convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any 4 natural person or entity organized under the laws of any state or of the United States with the legal • power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. • • r' 6. Based on information and belief, the statement which I have marked below is true in relation to ' e ' the entity submitting this sworn statement. [indicate which statement applies.] Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has beep* charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to. July 1, 1989. • The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or ,agents who are active in the management of the entity, or an affiliate of the entity has been ,charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order] • I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. 1 , ..�. . �r..allLi' [signatu F /913 {{ [date] STATE OF rLDRIDl4• • COUNTY OF )14v A-L. PERSONALLY APPEARED BEFORE ME, the undersigned authority, �.PiJ y 45 /J5 who, after first being sworn by me, affixed his/her signature [nam6 of individual signing] - in the space provided above on this Q day of 19 f NOTARY PUBLIC My commission expires: • Notary Pubic, State of Florida My Commission Expires Sept. 17, 1993 $ondad Thru Troy Fain - Insurance • Form PUR 7068 (Rev. 04 /10/91) SWORN STATEMENT UNDER ORDINANCE NO. 10 -1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE CREIf'T /VE ItANACrEtl1ENT %ST MS warrants that 8- otb has not employed, retained or otherwise had act on Y/fIrO behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10 -1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the fo er A •u officer or employee. /r • ' i , ' signature) / �s R Date: ( STATE OF FL.c.,D,4 COUNTY OF DUVA-L Subscribed and sworn to (or affirmed) before me on 41474: / /3 (date) by 7 ''e &sepAC ea/gi /// (name of affiant). He /She is personally known to me or has produced i o -`' as identification. (type of identification) ,f4 a// NOTARY PUBLIC Notar hbla, Site d florid. NY Commission Expires Sept. 17, 1993 MCP # 4 REV . 2/92 bonded TAru Troy fain • Insurance Inc.