09/09/1998 Agrement Datastream Systems, Inc. License Agreement
Licensor: Datastream Systems, Inc
Licensee: Monroe County
Address: -510 C c^ 1- K C ry b � ��S T� f L 3 e °
This License Agreement (the "Agreement ") is made between Datastream Systems, Inc., a
corporation formed under the laws of the state of Delaware, with its principal place of business at
50 Datastream Plaza, Greenville, South Carolina 29605 ( "Datastream" or "Licensor ") and the
Licensee whose name appears above and on the signature page of this agreement. ( "Licensee ").
Datastream Systems, Inc. possesses certain rights in a data processing software package referred
to as the "Licensed Software ". Licensee wishes to purchase from Datastream a perpetual (subject
to Section 11), non - exclusive License to Use the Licensed Software; and Datastream is willing to
grant - Licensee such a License. The purpose of this Agreement is to document thp parties' utx
understanding and the terms and conditions of the foregoing transaction. cia , m
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1) Definitions. -,.
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"Affiliate": Affiliate means a person, parent company, subsidiary or other com P7on
controlled by, or in common control with Licensee. - - o
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"Authorized User(s) ": Any current or future employee of Licensee or its Affiliates, together with
agents or subcontractors of Licensee who shall require access to or use of the Licensed Software
solely in connection with the business of the Licensee.
"Concurrent User ": Concurrent Users are the number of users logged on to the Licensed
Software database simultaneously.
"Client(s) ": A self - contained micro computing unit which is owned or leased by Licensee for the
exclusive use of the Licensee's Authorized Users.
"Delivery": means receipt of the Licensed Software by the Licensee.
"Documentation ": The user manuals, reference materials, and associated documentation supplied
by Licensor for use by Licensee and Authorized Users in connection with the Licensed Software.
"Installation ": means the transfer of the Licensed Software from storage media to a computer.
In cases where the Licensee chooses to install the Licensed Software prior to or instead of
installation by Datastream, Installation shall be considered to have occurred, for payment and
warranty purposes, thirty (30) days after Licensed Software is delivered to Licensee.
"Licensed Software": means the group of information procession programs and supporting
database known as MP2® for Windows Client Server.
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"Network ": Multiple, interactive Clients connected to a single- processing or multi - processing
file- server and/or database server, in which two or more users have common access to software
or data.
"Order ": Datastream's standard form for ordering licenses of the Licensed Software ( "Schedule
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2) License.
Subject to the terms and conditions of this Agreement, Datastream grants to Licensee, a perpetual
(subject to Section 11), non - exclusive license to: (i) Install, use and execute the Licensed
Software on one (1) server and/or workstation environment not to exceed the number of total
Concurrent Users as specified in the Order and attached Schedules, for use at the location(s)
specified in the Order and attached Schedules. Furthermore Datastream reserves the right to
perform an audit to insure that these terms are being met. In the event an audit will be performed,
' Datastream will give the Licensee thirty (30) days written notice. (ii) Use the Documentation only
in conjunction with the Installation and use of the Licensed Software. The License granted to
Licensee hereunder shall be a license to use the machine- readable object code only, excluding any
source code. Only the number of Concurrent Users specified on the Order may access the
Network and use the services of the Licensed Software on the server. The Licensee may transfer
the license granted herein to another subsidiary of its parent organization after documented
acceptance by the Licensor.
3. Delivery, Installation and Additional Services.
After execution of this Agreement Datastream will deliver to Licensee the Licensed Software and
all Documentation. Licensee shall be solely responsible for acquiring and installing, at its own
expense, the Client/Server System; the appropriate environment for the Client /Server System,
including without limitation the equipment and software listed on Schedule 2, and the Licensed
Software in accordance with the provisions of Appendix A attached hereto.
4) License Fees, Shipping Charges and Payment Terms.
Unless otherwise provided herein, all fees payable hereunder shall be paid within thirty (30) days
of invoice date. The parties understand that Licensor shall invoice Licensee for the Licensed
Software, first year's maintenance fee and project management fees, if any, upon Delivery and
shall invoice for services as such services are performed. The License includes an acceptance and
return period of thirty days (30) following the Installation of the Licensed Software on the
Licensee's hardware. The Licensee may return the Licensed Software for a full refund within this .
thirty (30) day acceptance period. Licensee's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation by the Board of County Commissioners.
Licensee agrees to pay Datastream the license fees as specified on the Order(s) plus all shipping
and freight charges and applicable taxes in connection with the delivery of the Licensed Software.
The license granted in Section 2 of this Agreement includes a license to use the Licensed Software
on one (1) server not to exceed the number of Concurrent Users licensed specified in this
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Agreement. If the Licensee desires to add additional Concurrent Users or Server components for
locations not covered in this Agreement, Licensee shall be required to pay license fees before the
software is installed. Licensee shall notify Datastream prior to adding additional Concurrent
Users or server components for locations not covered in this Agreement.
5. Ownership: Copies.
(a) All right, title and interest in and to the Licensed Software, Documentation, enhancements or
updates developed by Licensor and furnished to Licensee and the media on which the same are
furnished to Licensee , and all copyrights, patents, trademarks, service marks or other intellectual
property or proprietary rights relating thereto, are and shall remain with Licensor. Licensee
acknowledges that no such right, title or interest in these items is granted under this Agreement,
and that no such assertion shall be made by Licensee. Licensee is granted only a limited right of
use as set forth herein, which right of use is subject to termination in accordance with Section 11
of this Agreement.
(b) Except as provided in Section 13(0 below, Licensee is prohibited from distributing,
transferring, possession of, or otherwise making available the Licensed Software, Documentation,
enhancements or updates to any person other than Authorized Users under the terms of this
Agreement. Licensee shall advise all Authorized Users that they are prohibited from reproducing,
distributing, transferring possession of or otherwise making available copies of the Licensed
Software. Documentation, enhancements or updates and from using or installing the Licensed
Software, enhancements or updates on any computer at any location not covered by this
Agreement.
(c) If Licensee desires to create interfaces to the Licensed Software which do not increase the
number of Concurrent Users of the Client/Server System, Licensor shall provide Licensee with
documentation reasonably necessary to call the required Licensed Software objects (stored
procedures). If Licensee desires to create interfaces to the Licensed Software which increases the
number of Concurrent Users of the Client/Server System, Licensee shall purchase additional user
licenses /or the Developer's Kit from Licensor according Licensor's then current pricing policies.
All such interfaces created solely by Licensee shall be owned by Licensee and Licensee shall retain
all rights to the interfaces created by the Licensee, provided that Licensee agrees to use such
interfaces for internal use only and shall not distribute such interface to any third parties unless
otherwise negotiated. Notwithstanding the foregoing, Licensor may create, distribute and use
similar interfaces and/or products based on the ideas underlying such interfaces created by
Licensee or it agents. Licensee waives any claims it may have in connection with such
development.
(d) Licensee shall be allowed to make copies of the Documentation for each Authorized User, for
internal use only. Licensee shall not make any additional copies of the Licensed Software,
Custom Software, Source Code, Updates or Upgrades; provided, however that Licensee may
make up to two (2) additional copies of the Licensed Software or Custom Software for back -up
or archival purposes and may also run it on a disaster recovery system and/or for corporate
development purposes. All authorized copies of the Licensed Software or Custom Software shall
contain all copyright notices or proprietary legends specified by Licensor.
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6. Confidentiality
(a) Because of this agreement, the parties may have access to information that is confidential to
one another ( "Confidential Information "). Confidential Information shall include the Licensed
Software and updates, including all source and object code and Documentation related to such
software and the terms and pricing under this Agreement. Confidential Information also includes
information relating to the disclosing party's business or financial affairs, such as financial results,
business methods, pricing, competitor and product information and all other information designed
as confidential. A party's Confidential Information shall not include any information which (i)
becomes part of the public domain through no act or omission of the other party; (ii) is lawfully
acquired by the other party from a third party without any breach of confidentiality; or (iii) is
disclosed by a party to a third party without any obligation of confidentiality. The parties agree to
maintain the confidentiality of the Confidential Information and to protect as a trade secret any
portion of the other party's Confidential Information by preventing any unauthorized copying use,
distribution, installation or transfer of possession of such information. Each party agrees to
- maintain at least the same procedures regarding Confidential Information that it maintains with
respect to its own Confidential Information. Without limiting the generality of the foregoing,
Licensee shall not permit any personnel or Authorized User to remove any proprietary or other
legend or restrictive notice contained or included in any material provided by Licensor.
(b) Both parties acknowledge that any use or disclosure of the other party's Confidential
Information in a manner inconsistent with the provisions of this Agreement may cause the non-
disclosing party irreparable damage for which remedies other than injunctive relief may be
inadequate, and both parties agree that the non - disclosing party shall be entitled to receive from a
court of competent jurisdiction injunctive or other equitable relief to restrain such use or
disclosure in addition to other appropriate remedies.
(c) The terms of this Section 6 shall survive any termination of this Agreement for any reason for
a period of five (5) years from the date of such termination.
(d) Licensee and Authorized user shall not attempt to decompile or disassemble the object code
of the Licensed Software and Licensee agrees to use its best efforts to prevent decompilation
and disassembly of the object code of the Licensed Software by Authorized Users.
(e) Records with respect to the contract are deemed public records under Florida Statute Section
119.001 and therefore are subject to disclosure under Florida Statute Section 119.07.
7. Warranties
(a) Licensor represents that it is the lawful owner or licensee of the Licensed Software and has
the full right and authority to grant the licenses hereunder.
(b) Licensor warrants that the magnetic media on which the Licensed Software or an update is
recorded and any documentation provided under the terms of this Agreement will be free from
defects in material and workmanship under normal use for a period of one (1) year. Licensor
further warrants that the Licensed Software will perform substantially in accordance with the
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specifications set forth in the Documentation for a period of one (1) year from the date it is
delivered.
(c) Licensor does not warrant that the functions contained in the Licensed Software or in any
update will meet the requirements of Licensee or Authorized Users or that the operation of the
Licensed Software or update will be uninterrupted or error -free. The warranties set forth in this
Section do not cover any copy opt the Licensed Software, update or any Documentation which has
been altered or changed in any way by the Licensee or any Authorized User. Licensor is not
responsible for problems caused by changes in, or modifications to, the operating characteristics
of any computer hardware or operating system for which the Licensed Software or any update is
procured nor is Licensor responsible for problems which occur as a result of the use of the
Licensed Software in conjunction with software of third parties or with hardware which is
incompatible with the operating system for which the Licensed Software is being procured.
(d) As an accommodation to Licensee, Lieensor may supply Licensee with pre - production
`releases of software programs ("Beta Releases "). These products are not suitable for production
use. Licensor does not warrant that their operation will be uninterrupted or error free. Beta
Releases are distributed "As Is."
(f) ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE
EXPRESSLY DISCLAIMED AND EXCLUDED. The warranties contained in this section
are made in lieu of all other express or implied warranties, whether oral or written. Only an
authorized officer of the Licensor may make modifications to this warranty or additional
warranties binding on the Licensor, and such modifications or additional warranties must be
in writing.
(g) Licensor warrants that the Licensed Software has been designed to ensure Year 2000
Compatibility, including, but not limited to, date data century recognition, calculations, which
accommodate same century and multiple century formulas and date values, and date data
interface values that reflect the century, when used according to the Documentation.
Furthermore, Licensor warrants that the Licensed Software includes Year 2000 capabilities.
For the purposes of this Agreement, Year 2000 Capabilities means the Licensed Software,
when used according to the Documentation: (i) will manage and manipulate data involving
dates and leap year calculations, including single century formulas and multi - century
formulas, and will not cause abnormally ending scenario within the application or generate
incorrect values or invalid results involving such dates; (ii) provides that all date - related user
interface functionalities and data fields include the indication of century; and (iii) provides
that all date - related interface funtionalities include the indication of century.
Included as part of this Year 2000 Compliance Warranty, Licensor shall provide to the
Licensee, at no additional charge, with (i) fixes, corrections and updates to the Licensed
Software that are necessary to ensure Year 2000 Capabilities, as defined herein, and (ii)
advice, consultation and assistance to use the Licensed Software and diagnose and correct
Year 2000 Capability problems that may exist with the Licensed Software.
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The term Year 2000 Compliance Warranty shall mean, collectively, the warranties set forth
herein. Licensee understands that some user interfaces may allow for a two -digit shortcut for
the year; however, the Licensed Software recognizes the year consistent with a four -digit
format.
8. Limitation of Remedies
(a) Subject to section 12 of this Agreement, Licensor's entire liability and Licensee's exclusive
remedy for breach of Licensor's warranty obligations in Section 7 or under this Agreement shall
be (i) in the case of defects in media the replacement by Licensor of any magnetic media or
Documentation not meeting Licensor's Limited Warranty, and (ii) in case of any nonconformity or
defect in the Licensed Software, Licensor shall use commercially reasonable efforts to provide
maintenance modifications or fixes with respect to any such error in a timely manner or at its
option replace the Licensed Software. Licensor, however, shall not be obligated to correct, cure
or otherwise • remedy any error or defect is the Licensed Software resulting from any (i)
modification of the Licensed Software, (ii) misuse or damage of the Licensed Software or (iii)
failure of Licensee to notify Licensor of the existence and nature of such nonconformity or defect
promptly upon its discovery.
(b) LICENSOR DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF
THIS AGREEMENT OR WITH RESPECT TO THE INSTALLATION, USE, OPERATION
OR SUPPORT OF THE LICENSED SOFTWARE OR ANY UPDATE OF THE LICENSED
SOFTWARE, EVEN IF LICENSOR HAS BEEN APPRISED OF THE POSSIBILITY OF
SUCH DAMAGES.
(c) Subject to section 12 of this Agreement, Licensee specifically agrees that any liability on the
part of Licensor arising from breach of contract or strict liability shall not exceed the aggregate
amounts paid by Licensee in fees for the Licensed Software.
9. Software Maintenance Updates and Upgrades
(a) Licensee shall pay to Licensor the annual maintenance fee as specified on the Order. Payment
of the annual maintenance fee entitles Licensee to receive the maintenance described in Schedule 1
attached hereto. Licensee will be invoiced for annual maintenance for subsequent years thirty (30)
days prior to the expiration of an annual period. Maintenance will cease, unless payment is made
prior to expiration of maintenance period.
(b) "Updates" to the Licensed Software include updates and corrections to and modifications of
the Licensed Software, including later maintenance versions of the initial version of the Licensed -
Software. 'Upgrades' to the Licensed Software include significant function and feature
enhancements to the Licensed Software and shall be denominated by new version numbers.
Licensor shall determine, at its sole discretion, whether or not a given release constitutes an
Upgrade or Update. Until acceptance of the Licensed Software, Licensee will receive for its use
without payment of any additional fees all Updates and Upgrades issued by Licensor. Use of any
Update or Upgrade with or in place of the Licensed Software shall be fully governed by and
subject to the terms of this Agreement relating to the use of the Licensed Software. Any portion
of the Licensed Software replaced by an Update or Upgrade shall be destroyed. Licensor may
provide optional training or assistance relating to such Updates at its then current rates. Licensee
may license Upgrades separately in accordance with the then available Upgrade pricing, subject to
Schedule 1, paragraph I(b). Licensor may make available computer programs which are
compatible with the Licensed Software and which supplement the Licensed Software, but which
(i) contain material new features and/or programs not included in Updates of the Licensed
Software, (ii) may be priced and offered separately as optional additions to the Licensed Software
and (iii) are not made generally available to Licensor's similarly situated customers without
separate charges ( "Supplements "). SUPPLEMENTS ARE NOT LICENSED UNDER THE
TERMS OF THIS AGREEMENT OR ANY MAINTENANCE AGREEMENT.
10. Taxes
Licensee shall, besides other amounts payable, under this Agreement pay all local, state, and
federal sales taxes levied or imposed by reason of the sales transactions contemplated in this
Agreeinent. The taxes mentioned above only relate to sales, or tariff oriented taxes. Licensee -
shall promptly pay to Licensor any such taxes actually paid or required to be collected or paid by
Licensor. Licensee is exempt from taxes as a political subdivision of the State of Florida. Sales
and use taxes are inapplicable.
11. Term, Default and Termination
(a) This Agreement is effective from the date of its execution until terminated by either party as
provided herein.
(b) In the event Licensee defaults under a material obligation, Licensor may, at its option,
terminate this Agreement and revoke the license granted herein. A material obligation of
Licensee shall include, but is not limited to, those obligations outlined in Sections 2, 3, 4, 5, 6,
10, 13 (0 and 13(j) of this Agreement.
(c) Upon termination of this Agreement pursuant to Section 11(b) above, the license granted
under this Agreement to use the Licensed Software is immediately revoked and Licensee shall,
within ten (10) business days after the termination of this Agreement, return to Licensor all
copies of the Licensed Software, Updates and Documentation in Licensee's possession,
including all copies of the Licensed Software, Updates and Documentation under the
supervision and control of Licensee and Authorized Users. In the alternative, upon the request
of Licensor, Licensee shall destroy all such copies of the Licensed Software, Updates and
Documentation and certify in writing that such materials have been destroyed.
(d) Except as provided in Section 11(b) and 11(c) above, in the event either party defaults in any •
obligation under this Agreement, the non - defaulting party shall give written notice of such
default to the defaulting party. In the event the defaulting party has not cured the default
within thirty (30) days from the date of the notice of default, the non - defaulting party shall
have the right to terminate this Agreement.
(e) TERMINATION SHALL NOT RELIEVE LICENSEE AND AUTHORIZED USERS OF
THEIR OBLIGATIONS REGARDING THE CONFIDENTIALITY OF CONFINDENTIAL
INFORMATION, LICENSED SOFTWARE, UPDATES AND DOCUMENTATION.
(f) Termination shall not relieve Licensee from its obligations for payments due as of the date of
termination. Termination of the license shall be in addition to, and not in lieu of, any other
remedies available to Licensor.
12. Infringement Indemnity
Licensor, at its own expense, will indemnify and defend any action brought against Licensee to the
extent that it is based on a claim that the Licensed Software or any Update of the Licensed
Software used within the scope of this Agreement and in accordance with the Documentation
infringes any United States patent or copyright provided that Licensor is promptly notified in
writing of such claim. Licensor shall have the right to control the defense of all such claims,
lawsuits, and other proceedings. In no event shall Licensee settle any such claim, lawsuit, or
proceeding without Licensor's prior written approval. Licensor shall have no liability for any
claim under this section if a claim for a United States patent or copyright infringement is based on
the use of a superseded or altered version of the Licensed Software if such infringement would
have been avoided by use of the latest unaltered version of the Licensed Software available as an
update, or in the event such claim is based upon any modification or enhancement to the Licensed
Software made by Licensee or Authorized Users. In the event a third party infringement claim is
sustained in a final judgment from which no further appeal is taken or possible, or if Licensee's use
of the Licensed Software is enjoined by a court, then Licensor shall, in its sole election and at its
expense either (i) procure for Licensee the right to continue to use the Licensed Software
pursuant to this Agreement; (ii) replace or modify the Licensed Software to make it non-
infringing: or (iii) terminate this Agreement and refund to Licensee the full value of the Licensed
Software. Licensor shall have no other liability or obligation to Licensee except as expressly set
forth above.
13. Miscellaneous
(a) Each party acknowledges that it has read this Agreement and the schedules and Appendix A,
attached to this Agreement, understands them, and agrees to be bound by their terms, and further
agrees that they are the complete and exclusive of the agreement between the parties which
supersedes and merges all prior proposals, understandings, and all other agreements, oral and
written, between the parties relating to the subject matter of this Agreement, including without
limitation the terms of any Licensee request for proposal or Licensor response or the standard
terms on any Licensee purchase order. This Agreement may not be modified or altered except by
written instrument duly executed by both parties.
(b) Any notice or other communication required or permitted in this Agreement shall be deemed
to have been duly given on the day of service if served personally or by facsimile transmission
with confirmation, or three (3) days after mailing if mailed First Class mail, registered or certified,
postage prepaid, and addressed to the respective parties at the addresses set forth above, or at
such other addresses as may be specified by either party pursuant to the terms and provisions of
this paragraph.
(c) This Agreement and performance under this Agreement shall be governed by the laws of the
State of Florida with the venue for any possible lawsuit to be in Monroe County, Florida.
(d) No action, regardless of form, arising out of this Agreement may be brought by either party
more than two years after the cause of action has arisen.
(e) If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to
that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable
to the maximum extent possible.
(f) Licensee may not assign or sub - license, without the prior written consent of Licensor, its
rights, duties, or obligations under this Agreement to any person or entity, in whole or in part,
provided , however, that this Agreement may be assigned by Licensee without the consent of
Licensor to a purchaser of all or substantially all of the assets or outstanding capital stock of
`Licensee, or its parent corporation or other corporation controlled by its parent corporation,
whether by merger, consolidation, or otherwise, or its majority owned subsidiary. Any authorized
transferee or assignee of the Licensed Software or this Agreement shall be bound by and subject
to all of the terms and provisions of this Agreement.
(g) The waiver or failure of either party to exercise in any respect any right provided for in this
Agreement shall not be deemed a waiver of any further right under this Agreement.
(h) This Agreement may be executed in two or more counterparts, each of which shall be deemed
to be an original and each of which together shall constitute a single instrument.
(i) Neither party shall be responsible for failure to perform in a timely manner under this
Agreement when its failure results from any of the following causes; Acts of God or public
enemies, civil war, insurrection or riot, fire, explosion, earthquake or serious accident, strike,
labor trouble or work interruption or any cause beyond its reasonable control.
(j) Licensee agrees to comply with all export and re -export restrictions and regulations ( "Export
Restrictions ") imposed by the government of the United States. Licensee will not commit any act
or omission which will result in a breach of any such Export Restrictions. Licensee agrees that it
will comply in all respects with any government laws, orders or other restrictions on the export of
the Licensed Software (and related information and documentation) which may be imposed from
time to time by the governments of the United states and Canada ( "Export Requirements ").
Licensee will take all actions which may be reasonably necessary to assure that it does not .
contravene the Export requirements. This section shall survive the expiration or termination of
this Agreement. -
(k) For purposes of this Agreement, Licensee is not an agent of Licensor, and Licensee has no
- express or implied authority to act on behalf of, or make any representations whatsoever on behalf
of, Licensor, Licensor has no right to control any activities of Licensee outside the terms of this
Agreement. Licensor is an independent contractor and neither party shall have the power or
authority to bind the other party to any contract or obligation.
(1) Any dispute between the parties, under this Agreement or otherwise shall first be submitted to
non- binding mediation in Monroe County, Florida.
(m) On the Licensor's request, no more frequently than annually, Licensee shall furnish Licensor
with a signed certification (i) verifying that the Licensed Software is being used and pursuant
to the terms of this Agreement, including any user limitations and (ii) listing the locations
which the Licensed Software is being used. Licensee agrees to grant Licensor reasonable
access to Licensee's site, upon prior notice during normal business hours to audit the use of
the Licensed Software.
(n) Licensee's insurance requirements, consisting of 6 pages, are set forth on Schedule 4,
attached hereto and incorporated herein by this reference. Licensor agrees to the terms of
Licensee's insurance requirements.
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Licensee Signature: Licensor Signature:
M D N &Ar —(PO .&(C Datastream Systems, Inc.
By By:
ame:.J 19-C L cal v DN Name: Da v, a • ( Y4o1
Title: ' I Title: Cdv,iSG
Date: !' Date: 9 - / - t
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APPROVED AS TO FOR •
AND • SUFFICIE •
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4'4 NNEil N
DATE
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BY
DE TY CLE
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Schedule 1
Maintenance and Product Support
Support Services
Upon payment of the annual support fees in this Agreement, Licensor will provide the following Support
Services for the Licensed Software. Licensor includes thirty (30) days of support with the purchase of the
Licensed Software package.
I. A. Unlimited Telephone or Facsimile Support
The hours of operation are 24 hours per day, excluding holidays. Licensee shall appoint up to four (4)
individuals within Licensee's organization to serve as the primary contact between Licensee and Licensor
and to receive support through the telephone support center. Licensor shall designate a specific Technical
Support representative as the key contact for the Licensee's organization.
B. Software Updates and Upgrades
-Licensor Licensor shall provide to Licensee without additional charge, all Updates to the Licensed Software
(including related documentation) commercially released by Licensor during the term of the maintenance
agreement.
C. Newsletters
Licensor shall provide Licensee with Datastream Newsletters. General information about Licensor, its
products and users is typically included in Licensor newsletters.
D. Remote Diagnostics
Licensee shall provide Licensor with the necessary remote to the Licensee's designated CPU so that
Licensor may provide remote dial support services.
II. Support Fees
A. Licensee agrees to pay Licensor the maintenance fees as specified on the Order(s) for the first year of
maintenance. Thereafter, if Licensee elects to receive maintenance, Licensee shall pay maintenance fees in
accordance to Licensor's then current maintenance pricing schedules.
B. . If Licensee elects to receive maintenance service after a lapse of coverage, Licensee shall pay
Licensor for the period of time in which maintenance coverage lapsed. The charge for the time the Licensee
was not covered will be prorated based upon an annual cost of 18% of the then current list price for the
Licensed Software. Thus, if the Licensee did not receive maintenance from Licensor for nine months, it
would be charged for the lapsed period at the rate of 9/12 x 18% of the then current list price for Licensed
Software. To resume maintenance coverage after a lapse of coverage, the Licensee must sign up for at least
one full year beyond the lapsed period. If the Licensee resumes coverage after a lapse of coverage, the •
Maintenance Renewal Date shall be changed to the date on which Licensee paid all licensed fees for the
lapsed period and at least one full year beyond the lapsed period. In no event shall Licensor be responsible
for providing maintenance services for a period during which maintenance coverage lapsed.
Schedule 2
Required Equipment and Software
A. MP2 Enterprise from Datastream: Version 5.1/6.0 Oracle or Version 5.0 SQL
B. Server: Oracle or Microsoft SQL Server Supported Processor and operating environment.
C. Operating System: Oracle or MS SQL Supported RDBMS (Licensee must purchase)
D. Database. Oracle or MS SQL Server (Licensee must purchase)
E. Client
1. Recommended Processor (Intel- based, Pentium, 133 Mhz or greater with 32
megabytes of Ram)
2. Application Executable program shall be provided to run on each client served by
- -- Licensor's server.
3. Operating systems (one of the following)
a. Windows 95 (Licensee must purchase for each client)
b. Windows NT Workstation (Licensee must purchase for each client)
4. Operating Equipment (Licensee must purchase licenses)
a. Fax gateway if outside faxing is desired
b. MAPI, VIM or SMTP/POP3 complaint E -Mail if RequestLink product is used.
F. Network. Any windows- Supported Network
Schedule 3
Order Form
General Information
Agreement Number:
Exeeuiion date:
Licensee Name
Licensee Address:
Executive Contact:
Installation Specifics
Database Servers or Stand Alone Clients:
` Datasfream agrees to license the software for one (1) server and/or workstation environments
with concurrent users in the site specified in this schedule. The server and client code may
only be used at sites included in this schedule.
Sites:
DBOS: Oracle or Microsoft SQL Server Supported Environment.
Client workstations: Windows NT based or Windows 95 based CPU's at recommended
operating speed. -
Total Number of Authorized
Concurrent Users per site:
Sites: 1
License Fee: Appendix A
Annual Support Fee Appendix A
Payment Terms Net 30
1996 Edition
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
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 Florida's 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 of Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
WC1
Administration Instruction
#4709.2 88
1996 Edition
■
VEHICLE LIABILITY
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 Vehicle 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 Vehicles
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.
VL1
Administration Instruction
#4709.2 81
1996 Edition
MONROE COUNTY, FLORIDA
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION
MANUAL
Indemnification and Hold Harmless
for
Other Contractors and Subcontractors
The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of
County Commissioners from any and all claims for bodily injury (including death), personal
injury, and property damage (including property owned by Monroe County) and any other losses,
damages, and expenses (including attorney's fees) which arise out of, in connection 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 agents.
In the event the completion of the project (to include the work of others) is delayed or suspended
as a result of the Contractor's failure to purchase or maintain the required insurance, the
Contractor shall indemnify the County from any and all increased expenses resulting from such
delay.
The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification
provided for above.
The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
TCS
Administration Instruction
#4709.2 97
1996 Edition
GENERAL LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
GL1
Administration Instruction
#4709.2 54
1996 Edition
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled "Request for Waiver of Insurance Requirements" and
approved by Monroe County Risk Management.
Administration Instruction
#4709.2 15
1996 Edition
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION
MANUAL
General Insurance Requirements
for
Other Contractors and Subcontractors
As a pre- requisite of the work governed, or the goods supplied under this contract (including the
pre- staging of personnel and material), the Contractor shall obtain, at his/her own expense,
insurance as specified in any attached schedules, which are made part of this contract. The
Contractor will ensure that the insurance obtained will extend protection to all Subcontractors
engaged by the Contractor. As an alternative, the Contractor may require all Subcontractors to
obtain insurance consistent with the attached schedules.
The Contractor will not be permitted to commence work governed by this contract (including
pre - staging of personnel and material) until satisfactory evidence of the required insurance has
been furnished to the County as specified below. Delays in the commencement of work,
resulting from the failure of the Contractor to provide satisfactory evidence of the required
insurance, shall not extend deadlines specified in this contract and any penalties and failure to
perform assessments shall be imposed as if the work commenced on the specified date and time,
except for the Contractor's failure to provide satisfactory evidence.
The Contractor shall maintain the required insurance throughout the entire term of this contract
and any extensions specified in the attached schedules. Failure to comply with this provision
may result in the immediate suspension of all work until the required insurance has been
reinstated or replaced. Delays in the completion of work resulting from the failure of the
Contractor to maintain the required insurance shall not extend deadlines specified in this contract
and any penalties and failure to perform assessments shall be imposed as if the work had not
been suspended, except for the Contractor's failure to maintain the required insurance.
The Contractor shall provide, to the County, as satisfactory evidence of the required insurance,
either:
• Certificate of Insurance
or
• A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this contract.
All insurance policies must specify that they are not subject to cancellation, non - renewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving
the Contractor from any liability or obligation assumed under this contract or imposed by law.
Administration Instruction
#4709.2 14
APPENDIX A
Datastream
World Leader in Maintenance Solutions sm JULY 21, 1998
JOHN REEVES
MONROE COUNTY PUBLIC WORKS
5501 COLLEGE RD.
KEY WEST, FL 33040
(305) 295 -4303
(305) 292 -4558 FAX
Dear John:
Thank you for your continued interest in Datastream® and for our meeting on July 16, 1998. I
believe it was time well spent for both of us! Datastream® is proud to be considered in
partnering with Monroe County in the pursuit of World Class Maintenance.
Per your request and our discussions, the attached documents define the various costs associated
with the implementation of MP2 Professional. Additionally, any software investments made
with Datastream® will be credited, in full, towards any future upgrades to MP2 Enterprise.
And, the Request Link license may be exchanged at any time for Web Link when Monroe County
establishes its Internet connectivity.
After our meeting last Thursday, each Monroe County Evaluation Team member stated that MP2
would satisfy all of its functional and_technical requirements better than the other maintenance
systems reviewed. And, believed that Datastream® would serve as a good busine.ss partner both
now and in the future. I believe there is a great fit and many reasons for us to develop a
partnership together; In short, Datastream's® commitment to simplicity, technology,
functionality, and value will bring your organization one step closer to "world class
maintenance ".
Additionally, Datastream has proven successful in its CMMS Partnership approach in over
60% Fortune 500 companies and 40,000+ installations. Here are a few of the accomplishments
that have been awarded to our company and products:
✓ Award - winning Documentation — including 5 state and 2 international awards in 1996.
✓ Selected by Business Week as the 5` Hottest Growth company in their May 1996 issue.
✓ Rated by Forbes magazine as the 34` and 55 best among 200 small companies in 1996 and
1997 and among the top 100 Most Dynamic companies in 1998.
✓ Plant Engineering's Gold Product -of -the -Year — 5 years in a ruw!
✓ Top 50 Software Packages by Mani facturing Systems.
✓ 95 +% of employees are vested in stock options which means that they have a real stake in the
success of the company.
✓ 24 consecutive quarters of record earnings.
loft 1 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datashearne Greenville, SC 29605 Fax 1-864- 422 -5000
•
✓ Easy -to -use, intuitive; wizards to make common tasks easy to do.
✓ Large number of canned reports with advanced customization features.
✓ History of interfaces (Grainger, Wonderware, Datasphere, Oracle Financial Applications,
SAP, BAAN) and have created a set of APIs to allow users the option to create their own
interfaces.
✓ Datastream® was founded in 1986 by Larry Blackwell who still is CEO of the company.
✓ $100+ million in 1998 revenues, reinvest large percentage back into Research and
Development.
As discussed, it appears that several steps will be required prior to formalizing a partnership
arrangement. I have taken the liberty of attaching a proposed Evaluation Plan based on the
information you relayed to me. This plan will enable us to maintain a clear focus on our
direction. Please acknowledge your acceptance by critiquing, signing and faxing back to me.
If you have any questions or concerns, please do not hesitate to contact me! I look forward to
finalizing our partnership arrangement.
Best regards,
Sheldon Brennan
Corporate Accounts Manager
brennans @DSTM.com
•
2ofl 1 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datastream® Plaza, Greenville, SC 29605 Fax 1-864 -422 -5000
Monroe County
Proposed Evaluation Plan
Per our telephone conversation on July 21, 1998, and meeting held on July 16, 1998, this Evaluation Plan
lays out action steps and dead line dates for Monroe County to evaluate DAT4STRE4at® as their partner of
choice for providing a maintenance management system and implementation project. DATASTREAM®
agrees to provide all necessary support, materials, information ana personnei to insure that Monroe
County is able to fully evaluate D.iT:1STRE.4.1 ) according to the action steps and dates in this plan.
DATtSTRE A1® and Monroe County will follow this evaluation plan towards the objective of formalizing a
partnership with a signed license agreement on or before September 30, 1998. DATASTREAM® seeks an
agreement from Monroe County that the action steps and time line included in this Evaluation Plan are
fully inclusive of the evaluation criteria necessary for Monroe County to reach a level of comfort to
make a commitment to DAT, If there are changes or additions necessary to make this
Evaluation Plan more complete, please indicate those changes on this document and initial the changes
before acknowledging your acceptance of the Evaluation Plan with your signature below. After each
action step, there'is opportunity for Monroe County aiid DATASTREAM® to make a "go" or "no go" decision
based on the result of that action step.
Deadline Go/
Step Responsibility Date No Go
1. Prove system capabilities to Evaluation Team. DSTM/Monroe 7/16/98
2. Prepare / present draft proposal. DSTM 7/21/98
3 John to meet with other Evaluation Team members Monroe 7/28/98
to determine next action steps.
4. Provide reference for potential site visit. DSTM 7/30/98
5. Review draft, agree on success criteria. DSTM/Monroe 7/30/98
6. Contact reference. Monroe 8/6/98
7. Determine if approval(s) will be pursued. Monroe 8/6/98
8. Determine if budget is available for release. Monroe 8/13/98
9. Select Maintenance Business Partner. Monroe 8/13/98
10. Initiate Procurement process. Monroe 8/20/98
11. Sign Datastream License Agreement. Monroe 9/30/98
12. Schedule Implementation dates. DSTM/Monroe 10/1/98
As you notice, we will stop and mutually decide to proceed five times (at each *) in this
proposed evaluation plan. Again. this is my first cut. Please call if you wish to modify.
Accept: Date: •
Alonroe County
•
Accept: Date:
3of1 1 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datastream® Greenville, SC 29605 Fax 1- 864 -422 -5000
The User Empowered Approach — Monroe County
These steps are performed in conjunction with the Corporate Maintenance Task Team and
the Datastream n Project Team: (Draft)
Step List
Daa line
1) M'2 A iessa Hoarse fgesrlert 30 Qn uret Sys $35,860 $3Q473
2) 13313Ang &N ee aid OA-A Recji ials 30 Cbun t SEets /2,935 $0
3) Flag Lirk (C rail ca petitde V bk R Uiinited Seats $9,995 $0
4 ) Wirtited Tectricei Slp a d Free Rodict ligaiEs 1 Yeer $8,280 $7,038
5) System Inetallatiat Oc figrtion ad rrTraring 5 [bys $7,975 $7,651
6) Inplematalion Team'Tran the Trans." 5 Sys $6,975 $6,701
7) Flied zre t Rciect araticn $3,935 $0
8) cr*ty Rcjeiflrarticn $3,137 $3,137
TUTPL UST FEINTIMIES'TIVBVr $79,202 $66,000
* Discounted pricing valid through September 30, 1998.
Please consider this formal acceptance of the project plan at the total listed discounted price and
confirmation to ship software and begin to schedule services. Monroe understands that Datastream®
will be invoicing for software at the time of shipment on billing terms of Net 15 days.
Return of this document before September 30, 1998, secures the listed project offering. Software and
services purchased by Monroe County after this date may be scheduled reflective of adjusted list pricing.
Thank you for choosing Datastream ®!
Authorized Signature Date:
Monroe County
Authorized Signature Acceptance Date:
Datastream®
40 fl 1 Sheldon Brennan 1 -800- 955 -6775 x.5137 50 Datastieam® Plaza, Greenville, SC 29605 Fax 1-864-422-5000
Corporate Profile —Datastream®
The World Leader in Maintenance Solutions
Datastream® Systems, Inc., is the leading developer of maintenance management software
including implementation, tcain ;ng u n1/4.1.,6nsulting services for businesses requiring the tools and- -..
expertise to reduce downtime, increase productivity, and contribute to the bottom line.
Datastream® products are located in more than 40,000 installations world wide in every type of
industry including manufacturing, transportation, healthcare, hospitality, government agencies,
facilities, and property management. Our customers include nearly two - thirds of the Fortune 500,
and Datastream® holds more than 48 percent of market share among the top 10 Computerized
- Maintenance Management System (CMMS) vendors *.
Eounded"in 1986, Datastrectm's® philosophy of providing affordable, quality software for
. maintenance professionals has resulted in explosive growth. In March of 1995, Datastream®
became a publicly traded company on the NASDAQ stock exchange under the symbol DSTM
and has continued its pattern of growth and innovation in the CMMS market.
Datastream's® product line addresses the immediate needs of maintenance professionals while
anticipating future needs and incorporating new technologies. Currently Datastream 's® product
line includes a full range of maintenance solutions from the entry-level functionality of
MaintainIt ®, to the enterprise -wide capabilities of MP2® Enterprise.
Implementation Services
With over 40,000 sites installed, our engineers bring you an understanding of technical systems
coupled with experience in establishing the best maintenance practices. We can help in every
area of your Implementation, from Data Collection to a total Turnkey Database Development to
Reliability Centered Maintenance Consulting. We will create a detailed plan and timeline for the
successful implementation of our products and provide on site assistance. Our engineers can
provide an assessment and of the Inventory and Equipment which are important to the integrity
of your system and develop the correct Preventive Maintenance tasks needed for your systems.
•
5ofl 1 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datastream® Plaza, Greenville, SC 29605 Fax 1-864-422-5000
- Our Products
•
Since 1984, Datastrewn i has been responding to real maintenance industry needs such as
preventive maintenance, work orders, inventory, and purchasing. This practical approach has
made Datastreani America's maintenance software leader and has enabled us to expand our
distribution worldwide with customers on six continents.
Both customer feedback and emerging technology drive Datastream® product development.
- • Listctiiii to customers helps us get a jump -start on the demand for - more security; regulatory - -
compliance, SPC, and management reporting. Our upgrades respond with proprietary features
such as user defined security. audit trails, statistical predictive maintenance, and Client /Server.
The Datastrearm development process has yielded products for the entire range of maintenance
customers. MP2, our flagship product, is a full featured, high -value package. Our products were
the first affordable Windows software and many have earned Plant Engineering software Product
of the Year.
• 1993 - SideArm® (Predecessor to Maintainit®) -
• '1994 =MP2 FOR WINDOWS
. • 1995 - Personal Maintenance Assistant
• 1996 - Maintainit Pro
• 1997 - MP2 Enterprise
Maintainit and Maintainit Pro are Microsoft Access based and are ideal for small businesses.
MP2 is available on Paradox, MS SQL SQL, and SQL Server database platforms and caters to
medium to large businesses.
Datas•tream's® investment in new technologies, such as Client/Server, has secured our
leadership position for now and into the future. This investment has earned Datastream® more
than 48 percent market share. including nearly two - thirds of the Fortune 500. All of which makes
us...
The Leader in maintenance sufttivare!
Our Support
The Datastream_►?i Technical support staff is trained to answer your questions about our software.
As a Technical Support subscriber, you are entitled to all Datastrearr ® support services
including telephone support using our toll -free support number, access to our bulletin board,
internet Email support, and free updates to our products.
6ofl 1 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datasteam® Plaza, Greenville, SC 29605 Fax 1- 864 -422 -5000
•
Why Purchase a Computerized Maintenance Management System?
IMPROVED ASSET MANAGEMENT = IMPROVED PROFITABILITY!!!
What if you could:
- Increase your equipment uptime by 3 %?
•
Improve maintenance efficiencies by 10 %?
• Decrease your inventory -on -hand by 5 %?
• Decrease your emergency shipment charges for spare parts by 20 %?
- Easily obtain reports and analyses for any facet of your maintenance and inventory operations?
What impact would these improvements have on your bottom line? Your profitability? Your
effectiveness?
These- numbers represent conservative savings other companies in your industry have experienced.
Maintenance is an opportunity for many companies to increase profits.
How many companies today run their payroll, invoicing and general ledger with notepads and calculators? Most
companies would think this a ridiculous concept. The computer age is upon us and has made accounting
departments much more efficient by eliminating menial tasks and stacks of paper. Yet, companies invest millions in
production and facility equipment with no regard to how they account for repairs and associated costs or the
efficiency with which this information is captured.
Modernize
Although Computerized Maintenance Management Systems (CMMS) have been available for more than a decade,
it's only in recent years that many companies have begun to fully take advantage of the available technology.
CMMS packages are typically database - driven information systems that provide tools to track maintenance- related
functions like work orders, preventive maintenance, spares inventory, and reordering. All of these tasks require
labor and material resources that are typically considered maintenance expenses.
Expense
Expense is the word that most corporate executives assign to the maintenance of equipment and capital assets.
Unfortunately, many companies still regard maintenance with the short- sighted — and just plain wrong -- adage,
"Never invest money in maintenance because it increases expenditures."
Results .
The truth is that in maintenance, there lies a great opportunity to increase profit margins, pay higher dividends and
increase stock value!
Using a CMMS:
• Expands plant capacity
• Increases the efficiency of the tasks performed
• Decreases dollars spent of spare parts
• Provides better information to make better business decisions
Expanded Plant Capacity
The first step to understanding plant maintenance and its cost is to realize that plant maintenance does produce a
product. That product is plant capacity." said Dale Brautigam, PE, in Foundry, Management and Technology, Oct.
1993. "The consequences of having unreliable capacity severely affects schedules, quality, and most importantly,
profits."
7ofl 1 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datastream® Plaza, Greenville, SC 29605 Fax 1-864 -422 -5000
- Prevention
. CMMS packages are built around the simple principle that preventing the breakdown of plant equipment, and
maintaining items during scheduled downtime, will serve production in a timely and efficient manner.
While no preventive maintenance program can completely eliminate unplanned downtime, that should, nonetheless,
be the goal of every maintenance department. CMMS packages provide tools for maintenance planners to schedule
preventive tasks based on date ranges or meter /cycle counts. With this information, CMMS packages automatically
generate preventive /predictive maintenance work orders to effectively manage the work flow around planned
downtime and account for completion of tasks.
Work Efficiency
Is having a maintenance staff with zero slack time the goal? Not necessarily. Many maintenance staffs have no
slack time, but woefully fall short on providing a solid preventive and predictive maintenance schedule. The
approach of a CMMS package is to strategically schedule preventive and predictive tasks around productive time in
order to maximize machine usage and minimize downtime. At the sane time, you want to effectively manage the
labor force to avoid paying overtime.
If a company can move from the emergency mode to the scheduled mode, improvements in labor utilization will be
realized. Most CMMS packages have tools that allow you tq match the work backlog to the available manpower.
By using a CMMS.package for planned preventive maintenance, a company can more reliably schedule its
manpower -to effectively reduce slack time and overtime.
' Reduced Spares Cost
"With MP2 Enterprise and a dedicated staff. we've experience a 30% cost savings in our inventory, and we never
run low on equipment parts," says Bill Wright, Administrative Supervisor, Maritz, Inc.
Realizing maintenance material savings is one of the most tangible results of using an effective CMMS. Most
CMMS packages allow the user to place spares on work orders in order to track costs and establish reorder points.
This basic tracking function exists in most CMMS packages. This function does allow for some cost savings in the
efficiency of restocking, but the true savings is realized from analyzing historical data.
Good CMMS packages provide the ability to analyze spares usage that will allow companies to reduce inventory
levels, stock - outages, rush orders, and in some cases, storage facilities. Inventory analysis, such as economic order
quantity, employs historical usage data to help set reorder points that will insure minimal stocking levels, while
statistically preventing the likelihood of stock- outages.
Better Maintenance Data
How many companies can report which of their product lines product the most revenue? Very few...that is if they
are still in business. How many companies can report what capital item accounts for the greatest maintenance
expense? Again, very few.
Information
One of the greatest benefits of a CMMS package is information. If you know what the problem is, you can fix it.
CMMS packages record Tabor and parts costs against work orders that cross - reference equipment numbers, cost
centers, departments and general ledger numbers.
Good electronic historical data can help maintenance and plant management make sound business decisions. Most
CMMS packages alert users to:
• High maintenance costs for equipment that may need preventive schedule adjustments, rebuilds or replacements
• Labor efficiencies in completing maintenance tasks
• Reasons for production outages
• Historical records of completion of preventive maintenance work and calibrations for regulatory compliance
audits
Conclusion
CMMS packages are tools that help facilitate positive changes in a company's business practices. These changes
will shift maintenance functions to a planning mode, resulting in greater efficiency. Through greater efficiency,
companies can realize savings that will increase profits. Some companies have already adopted the maintenance
planning mode to increase their competitiveness in the marketplace. When will you?
8of1 1 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datastream® Plaza, Greenville, SC 29605 Fax 1- 864 -422 -5000
•
MP2 5.0 Professional SQL Server Edition
Hardware and Operating System
Minimum Requirements and Recommendations
Processor Pentium 166
RAM 32 MB for Windows 95
48 MB for Windows NT 3.5Ior higher
Hard Disk Space 340 MB with 11 ms or faster access time
70 MB for installation
Monitor SVGA color with 800 x 600 resolution
•
Graphics Adapter _ — I MB RAM
Parallel port for printer output recommended •
_ - - - Communication port and modem for faxes and recommended
EDI transmissions
Laser Printer recommended
t Mouse required
Network Card Speed 56 Kbps (min.); 10 Mbps (rec.)
CD drive recommended
Database Server Windows NT Server 3.51 or higher
Workstations Windows 95 or Windows NT 3.51 or higher
Protocols TCP /1 P, lPX/SPX
Database Microsoft SQL Server 6.5 and service package 2
Server PCs Dual Pentium Pro 200
RAM 128 MB (min.) for 10 users or fewer; add 4 MB per
user atter 10
1 Hard Disk 1 Gig with 11 ms or faster access time (min.); 4 Gig
SCSI with PC1 Controller (rec.)
Network Interface Card (NIC) 10 Mbps (minimum)
Bus Architecture EISA or PCI
CD ROM Drive Required for installation
9of11 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datastre am® Plaza, Greenville, SC 29605 Fax 1- 864 -422 -5000
}
1
D atastream
Schedule of Flat Rate Charges
January 1, 1998— December 31, 1998
Personnel Charges*
Senior Project Consultant • $1495/day...$200 /hour
DBA/Integrator $1495 /day... $200/hour
Senior Consultant .$1195 /day $175 /hour
Project Manager $1195 /day....$175/hour
Field Specialist $795 /day $100/hour
Administration $45/hour
Travel outside of normal working hours is charged by the hour at one half of the
standard hourly rate.
*Personnel include direct and contract employees; payment is based on an 8 hour work day or a
40 hour work week.
Daily Rate Charge
Services provided on a daily rate include up to 8 hours per day. Hours worked in excess of the 8
hours will be charged at the standard hourly rate. Weekend work rates are increased 25% times
the daily rate, which is added to the standard fee.
Other Charges
Meals and lodging to be paid pursuant to Florida state statute (i.e. lodging at actual costs and
meals at statutory amounts). Outside services, equipment, and facilities not furnished directly by
Datastream will be billed at cost and may include, but not be limited to, the following:
Meals and lodging Special fees, permits, insurance, etc.
Printing and photographic reproduction Subcontractors to Datastream (12.5% markup)
Rental of equipment and vehicles Supplies
Telephone Transportation on public carriers
Shipping Bonds required by project or client
Payment terms: Net fifteen (15) days.
•
•
l Oof11 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datastream® Plaza, Greenville, SC 29605 Fax 1-864 -422 -5000
Datastream Support & Policies
II
Technical Support Subscription
Datastream Systems Inc. offers customers technical support subscriptions. The customer has the option
to renew their technical support subscription.
Technical support services include toll -free telephone support, modem support, software updates,
internet support and access to the Datastream electronic bulletin board.
Telephone Support: Toll -free telephone support is available to customers 24 hours a day Monday
through Friday. The dedicated telephone support number is 1 -800 -365 -6775. The technical support
fax number is 1- 864 - 422 -5233.
Modem Support: This service allows Datastream technical support representatives to access the
customer's computer system via modem for problem diagnosis and correction. The customer must
have a modem and communication software.
{
Software Updates: Supported customers are automatically issued software updates containing
enhancements and denoted by a .x version number change. Updates include problem corrections or
product enhancements.
Bulletin Board Access: The Datastream electronic bulletin board is available to supported users.
Product information, the company newsletter, downloadable product enhancements and fixes are
available to the customer via the bulletin board. The bulletin board number is 864 - 422 -5002.
Internet Access to Technical Support: Questions about your Datastream software may also be
posted on the Internet by addressing your questions to support@dstm.com. Datastream's web site
address is http: / /www.dstm.com.
Scope of Support
Datastream supports its products within the boundaries of, but not including, the operating system.
Updates might include revised programs, data conversion programs, bug fixes or product improvements.
All of the previously mentioned update services are for sane platform oriented changes. Updates will
not include non- Datastream software, or changes in operating systems or databases (platforms).
Changes in platforms may be made available for separate cost.
Warranty
Datastream makes no warranty except as specifically provided in the License Agreement. Datastream
makes no warranty or representation, either express or implied with respect to its services, including their
quality, performance, and merchantability of fitness for a particular purpose. Datastream shall not, in any
event, be liable for any damage which may be sustained by the end user in connection with the
performance of this agreement.
Additional Services
Datastream products are designed to be installed by the end user. However, if assistance is necessary, a
Datastream Applications Engineering Department representative will provide on -site assistance at a cost
to the end user.
1 1 ofl 1 Sheldon Brennan 1- 800 - 955 -6775 x.5137 50 Datastream® Plaza, Greenville, SC . 29605 Fax 1-864 -422 -5000
Client #: 219783 15DATASSYS
ACORD,. CERTIFICATE OF LIABILITY INSURANCE 09/(15/98
PRODUeIR THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
B BB &T Goldsmith Joyner ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
770 Pelham Road HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PO Box 26989
Greenville, SC 29616 INSURERS AFFORDING COVERAGE
INSURED INSURER A: Federal Insurance Company
Datastream Systems Inc INSURER B:
50 Datastream Plaza
INSURER C:
Greenville, SC 29605 INSURER D:
I INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION
LTR DATE(MM /DD /YY) DATE(MM /DD /YY) LIMITS
A GENERAL LIABILITY 37105047 10/27/97 10/27/98 EACH OCCURRENCE $1,000,000
X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $50,000
CLAIMS MADE X OCCUR MED EXP (Any one person) $10 , 000
PERSONAL & ADV INJURY $1,000,000
GENERAL AGGREGATE s2,000,000
GEM_ AGGREGATE LIMIT APPL IES PER: PRODUCTS- COMP /OP AGG $2,000,000
7 POLICY PRO LOC
JECT
A AUTOMOBILE LIABILITY 73232890 10/27/97 10/27/98 COMBINED SINGLE LIMIT
X ANY AUTO (Ea accident) $1,000,000
ALL OWNED AUTOS BODILY INJURY $
SCHEDULED AUTOS Cr NeVEQS RIS " ∎NAGEM :V (Per person)
X HIRED AUTOS BODILY INJURY $
X NON -OWNED AUTOS a III • Pe d y' (Per accident)
DATE Q _,.. 0Q A PROPERTY DAMAGE $
'i _ (Per accident)
GARAGE LIABILITY WAIVER: ;4, ' .. YES AUTO ONLY- EA ACCIDENT $
ANY AUTO EA ACC $
OTHER THAN
AUTO ONLY: AGG $
A EXCESS LIABILITY 79378901 10/27/97 10/27/98 EACH OCCURRENCE $2,000,000
OCCUR CLAIMS MADE AGGREGATE $2,000,000
DEDUCTIBLE $
X RETENTION $10000 $
A WORKERS COMPENSATION AND 71630992 10/27/97 10/27/98 ORYLIMTS TN-
EMPLOYERS' LIABILITY
E.L. EACH ACCIDENT $500,000
E.L.DISEASE -EA EMPLOYEE $500,000
E.L. DISEASE - POLICY LIMIT $500,000 i
OTHER
DESCRIPTION OF OPERATIONS /LOCATIONS/VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS
Certificate Holder is Additional Insured.
** Workers Comp Information **
Other States Coverage •
(See Attached Descriptions)
CERTIFICATE HOLDER X AD DMONAL INSURED; INSURER LETTER A CANCELLATION
SHOULD ANY OFTHE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE EXPIRATION
Monroe County Board of County DATE THEREOF, THE ISSUING INSURER WILLENDEAVORTOMAILI n DAYS WRITTEN
Commissioners NOTICE TOTHE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Attn: Public Works Div (John IMPOSE NO O LIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITSAGENTS OR
Reeves) 5100 College REPRESE ATIVES
Key West, FL 33040 A I EDSEPRESENTATIVE
ACORD 25-S (7/97)1 of 3 #S95800/M95794 VSM 0 ACORD CORPORATION 1988
•
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
•
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-S (7/97)2 of 3 #S95800/M95794
DESCRIPTIONS (Continued from Page 1)
flat Systems Inc
SQL Systems, B.V. (Rotterdam)
SQL Systems Ltd.
SQL Rapier Sarl (France)
SQL Group B.V. (Holding Company for All)
AMS 25.3 (07/97) 3 of 3 #S95800/M95794