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Item C08C ounty of M onroe {r `° " rel BOARD OF COUNTY COMMISSIONERS n Mayor David Rice, District 4 The FlOnda Key y m 1 �� Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting July 18, 2018 Agenda Item Number: C.8 Agenda Item Summary #4392 BULK ITEM: Yes DEPARTMENT: Building TIME APPROXIMATE: STAFF CONTACT: Rick Griffin (305) 453 -8815 n/a AGENDA ITEM WORDING: Approval of Eleventh Amendment to Agreement between Superion, LLC and Monroe County, amount not to exceed $6,750 for additional CommunityPLUS user licenses. ITEM BACKGROUND: Superion will provide the County twenty -five (25) Third -Party Licenses and Maintenance to install fixes to our eGovPLUS limited user problem and to handle the increase of staff using CommunityPLUS. As provided on the quote dated June 1, 2018 attached the amount for the upgrade is $6,750 not including an annual maintenance fee of $1,080, which will be paid for by the County. PREVIOUS RELEVANT BOCC ACTION: January 14, 1999 — BOCC approved contract for software for the building department and for other services. July 17, 2002 — BOCC approved 1st amendment to upgrade the permitting software and provide onsite training to the Building and Code Enforcement Departments. September 19, 2007 — BOCC approved 2n amendment to provide updated software, training and installation. October 9, 2007 — BOCC approved 3r amendment to migrate Monroe County Building's Land Management products to the new CommunityPLUS 8.2 products. March 17, 2010 — BOCC approved 4 amendment to provide additional onsite training "to go live ", additional required customer service capability and any additional services needed. January 16, 2013 — BOCC approved 5 amendment to add an Application Programming Interface (AIP) to allow the proposed purchase of the Integrated Voice Response (IVR) system to read /write inspection information to /from the CommunityPLUS permitting system. November 11, 2013 — BOCC approved 6 amendment to purchased ten (10) additional licenses through SunGard; November 18, 2014 — BOCC approved 7 amendment to upgrade serves which required the division to upgrade the software from v8.2 to v9.0 October 21, 2015 — BOCC approved 8 amendment to provide four days of training to be conducted to cover new features and to navigate changes to the upgraded CommunityPLUS software. June 15, 2016 — BOCC approved 9 amendment to upgrade to the software which included licenses and installation to allow Selectron IVR system to read /write permit fee information to /from CommunityPLUS. December 14, 2016 — BOCC approved 10 amendment to add additional licenses for concurrent user and redundancy /disaster recovery servers for $7,840.00. CONTRACT /AGREEMENT CHANGES: Additional Licences and Vendor Name Change from Sungard STAFF RECOMMENDATION: Approval DOCUMENTATION: Superion Addendum No. 11 Licences25 Signed Stamped Certificate of Insurance Superion 050718forBOCCagenda SCANNED AND ATTACHED A. ORIGINAL Contract 01141999 FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Grant: County Match: Insurance Required: Additional Details: July 18, 2018 $6,750 $6,750 $6,750 No 180 - 52502 - 560640 N/A N/A $1,080 Annual Maintenance No If yes, amount: N/A N/A N/A 07/18/18 180 -52502 - BUILDING DEPARTMENT $6,750.00 Superion CommunityPLUS Licenses REVIEWED BY: Rick Griffin Completed 06/22/2018 12:25 PM Assistant County Administrator Christine Hurley Completed 06/25/2018 10:55 AM Steve Williams Budget and Finance Maria Slavik Kathy Peters Board of County Commissioners Completed 07/02/2018 9:55 AM Completed 07/02/2018 10:07 AM Completed 07/02/2018 10:11 AM Completed 07/02/2018 11:35 AM Pending 07/18/2018 9:00 AM ADDENDUM TO CONTRACT BETWEEN MONROE COUNTY AND SUNGARD PUBLIC SECTOR LLC ADDENDUM NO. 11 THJS ADDENDUM to the Contract (Contract) dated January 14, 1999 between Monroe County (County) and SUNGARD PUBLIC SECTOR LLC, as successor in interest to SUNGARD INC. [formerly Pentamation Enterprises, Inc.] (SunGard) whose address is 1000 Business Center Drive, Lake Mary, FL 32746 is entered into this day of July, 2018. WITNESSETH: WHEREAS, the County and SunGard entered into a Contract dated January 14, 1999, for software for the building department and for other services; and WHEREAS, on July 17, 2002 Monroe County and SunGard agreed to the 1s amendment of their existing agreement to upgrade the permitting software and provide onsite training to the Building and Code Enforcement Departments; and WHEREAS, on September 19, 2007 the 2nd amendment to the contract was approved to provide updated software, training and installation; and WHEREAS, on October 9, 2007 the 3` amendment to the contract was approved to migrate Monroe County Building's Land Management products to the new CommunityPLUS 8.2 products; and WHEREAS, on March 17, 2010 the 4 th amendment to the contract was approved to provide additional onsite training "to go live ", additional required customer service capability and any additional services needed; and WHEREAS, on January 16, 2013 the 5" amendment to the contract was approved to add an Application Programming Interface (AIP) to allow the proposed purchase of the Integrated Voice Response (IVR) system to read /write inspection information to /from the CommunityPLUS permitting system; and WHEREAS, on November 11, 2013 the 6 amendment to contract was approved to purchased ten (10) additional licenses through SunGard; and WHEREAS, on November 18, 2014 the 7 th amendment was approved to upgrade serves which required the division to upgrade the software from v8.2 to v9.0; and WHEREAS, on October 21, 2015 the 8' amendment to the contract was approved to provide four days of training to be conducted to cover new features and to navigate changes to the upgraded CommunityPLUS software; and 1 WHEREAS, on June 15, 2016 the 9" amendment to the contract was approved to upgrade to the 'software which included licenses and installation to allow Sclectron IVR system to read /write permit fee information to /from CommunityPLUS; and WHEREAS, on December 14, 2016 the 10 amendment to the contract was approved to add additional licenses for concurrent user and redundancy /disaster recovery servers for $7,840.00; and WHEREAS, the specific original software purchased has been provided by SunGard and payments due have been made by County; and WHEREAS, the County needs an upgrade to software, and SunGard desires to provide it; and WHEREAS, SunGard is the only vendor able to provide this software to be compatible with the existing service and SunGard's proprietary software; NOW, THEREFORE, the parties agree as follows: SunGard provided a letter to the County on April 25, 2017 regarding acquisition of SunGard Public Sector LLC by Superion, LLC (flea Ramundsen Public Sector, LLC) as provided on the Superion Formation attached. 2. Superion will provide the County twenty -five (25) Third -Party Licenses and Maintenance to install fixes to our eGovPLUS limited user problem and to handle the increase of staff using CommunityPLUS. As provided on the quote dated June 1, 2018 attached the amount for the upgrade is $6,750 not including an annual maintenance fee of $1,080, which will be paid for by the County. 3. Superion shall maintain during the term of this contract all insurance coverage as required hereunder. Type of Coverage Professional Liability/Errors and Omissions Amount of Coverage $5,000,000 per claim aggregate $100,000 per occurrence Commercial General Liability Insurance Automobile Liability (Owned, Non -Owned & Hired Vehicles) Property Insurance $2,000,000 aggregate $1,000,000 per occurrence $1,000,000 property damage $1,000,000 personal injury $1,000,000 Combined Single Limit $5,000,000 aggregate 2 Workers' Compensation $1,000,000 Bodily Injury by Accident $1,000,000 Bodily inj. by Disease, policy Imts $1,000,000 Bodily inj. by Disease, each emp. Proof of all insurance coverage shall be furnished to the County by way of an endorsement to same or certificate of insurance upon request by the County. The County shall be identified as an "Additional Insured" on general and auto liability. Failure to comply with the foregoing requirements shall not relieve Consultant of its liability and obligations under this contract. 4. All requests for payment will be invoiced by Superion. County's payment is governed by the terms above. Payment will be made according to the Florida Local Government Prompt Payment Act. 5. All other terms and conditions of the January 14, 1999 Agreement and the ten subsequent Amendments between the parties, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Addendum as indicated below. ATTEST: KEVIN MADOK, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY Deputy Clerk Mayor David Rice WIT fj SSES: SUPERION, LLC (1) l By: ^) S ,�, ~ Print Name and Title I u v... ,nn Print Name Date: Lt (2) at��2 (' � Z Z MONRge COUNTLA I Print Name A AN WAY T. 19fiLLIAMS ASSiSTAt4j G�irli Y TTORNEY D&W 3 STATE OF -F G99 1-M COUNTY OF �F,vtii�GLF On this day of S ✓N € 2018, before me the person whose name is subscribed above, and who produced SELF as identification, acknowledged that he/she is the person who executed the above Amendment for the purposes therein contained. Notary Public +T' MnAsfwM F,HAIIIs MY COMMISSION # FF 218677 EXPIRES: April 8, 2019 �� �Rf� Bonded Thru NoWy Public Urwkrw en; Print Name My commission expires: Aeyl'- <;:, ' )-a/ .1 Seal 4 ��T SUPERION SUPERIrON, LLC (fka Ramundsen Public Sector, LLC) 1000 Business Center Drive Lake Mary, FL 32746 April 25, 2017 Re: Acquisition of SunGard Public Sector LLC To Whom It May Concern: This letter is being provided in an effort to summarize the various transactions involved in the acquisition of SunGard Public Sector LLC. ( " SunGard Public Sector by Ramundsen Holdings, LLC ( " Ramundsen Holdings "), which acquired the assets of SunGard Public Sector's Public Administration and Public Safety Business, and PowerSchool Group LLC ( " PowerSchool "), which acquired the assets of SunGard Public Sector's K -12 Education Business. Ramundsen Holdings and PowerSchool are both affiliates of Vista Equity Partners Management, LLC ( " Vista "), and they worked in cooperation to acquire SunGard Public Sector and split up the two distinct business units as indicated above. Below is a high - level overview of the sequence of transactions that were undertaken. 1- Sale of SunGard Public Sector from FI1S to PowerSchool. Pursuant to the Unit Purchase Agreement, dated as of December 6, 2016, by and between SunGard Public Sector, PowerSchool, Ramundsen Holdings, Fidelity National Information Services, Inc. ( "FIS "), and the other parties thereto, PowerSchool acquired 100% of the issued and outstanding units of SunGard Public Sector. 2. Split of Public Administration and Public Safety Business from K-12 Education Business by PowerSchool. Pursuant to the Contribution and Technology Transfer Agreement, dated as of February 1, 2017, by and between SunGard Public Sector and Ramundsen Public Sector, LLC ( " Ramundsen Public Sector SunGard Public Sector contributed all assets primarily related to the Public Administration and Public Safety Business to Ramundsen Public Sector in exchange for 100% of the interests in Ramundsen Public Sector. 3. Sale of Public Administration and Public Safety Business from PowerSchool to Ramundsen. Pursuant to the Sell -Down Securities Purchase Agreement, dated as of December 6, 2016, by and between PowerSchool and Ramundsen Holdings, PowerSchool sold 100% of the interests in Ramundsen Public Sector to Ramundsen Holdings, a company formed by Vista for the. purpose of establishing the Public Administration and Public Safety Business as a standalone business. 4. Ramundsen Public Sector Becoming Superion. On April 20, 2017, as part of a rebranding, Ramundsen Public Sector changed its name to Superion, LLC ( " Superion "). Because the specific terms of the aforementioned transactions are private and confidential amongst the parties indicated, no further documentation regarding the individual transactions referenced above can be provided. However, if you have any questions about any of the transactions described above, please feel to reach out to Simon Root of Kirkland & Ellis LLP at (415) 439 -1863 or simon.root @kirkland.com. 1000 Business Center Drive, Lake Mary FL 32746 a 800.727.8088 wvvwsuperion.com A � SUPERION If you have any questions about the business operations of Superion, including the Public Administration and Public Safety Business of SunGard Public Sector, please feel free to reach out to Bob Valvano, Chief Financial Officer of Superion, at (407) 304 -3026 or bob.valvano@superion.com:. Sincerely, SUPERTON, LLC By: �(1 Nam Robert Valvano Title: Chief Financial Officer (Signature Page to Letter Agreement] rZSUPER ION Add -On Quote Quote Prepared For: Karen Pleasant Gonzalez, Application Administrator Monroe County Technical Group 2798 Overseas Highway Marathon, FL, 33050 (305) 453 -8736 Date: 06 /01/18 Quote Number: Q- 00005851 Valid Until: 06/30/18 Quote Prepared By: Chris McAtee, Account Executive Superion 1000 Business Center Dr. Lake Mary, FL 32746 Phone: (800) 727 -8088 Fax: (407) 304 -3301 r-hris,mcatee @superion.com Thank you for your interest in Superion and our software and services solutions. Please review the below quote and feel free to contact Chris McAtee with any questions. Third -Party License Fees & Maintenance Product Name Four Js Runtime Summary Product /Service Third -Party License Fees Total Net Third -Party Maintenance See Product notes in the Additional Information Section Payment terms as follows, unless otherwise notated below for Special Payment Terms by Product: $1,080.00 Page 1 of 4 Quantity License Fee Maintenance 25 $6,750.00 $1,080.00 Total $6,750.00 $1,080.00 Amount $6,750.00 Subtotal $6,750.00 $6,750.00 SUPER ION License, Project Planning, Project Management, Consulting, Technical Services, Conversion, Third Party Product Software and Hardware Fees are due upon execution of this Quote. Training fees and Travel & Living expenses are due as incurred monthly. Installation is due upon completion. Custom Modifications, System Change Requests or SOW'S for customization, and Third Party Product Implementation Services fees are due 50% on execution of this Quote and 50% due upon invoice, upon completion. Unless otherwise provided, other Professional Services are due monthly, as such services are delivered. Additional services, if requested, will be invoiced at then - current rates. Any shipping charges shown are estimated only and actual shipping charges will be due upon invoice, upon delivery. Annual Subscription Fee(s): Initial annual subscription fees are due 100% on the Execution Date. The initial annual subscription term for any subscription product(s) listed above shall commence on the Execution Date of this Agreement and extend for a period of one (1) year. Thereafter, the subscription terms shall automatically renew for successive one (1) year terms, unless either party gives the other party written notice of non- renewal at least sixty (60) days prior to expiration of the then - current term. The then - current fee will be specified by Superion in an annual invoice to Customer thirty (30) days prior to the expiration of then - current annual period. Superion Application Annual Support: Customer is committed to the initial term of Maintenance and Support Services for which the support fee is included in the License fee(s) and begins upon execution of this Quote and extends for a twelve (12) month period. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the prior support period. Support fees shown are for the second term of support for which Superion is committed and which shall be due prior to the start of that term. Fees for subsequent terms of support will be due prior to the start of each term at the then - prevailing rate. Subsequent terms will renew automatically until such time Superion receives written notice from the Customer thirty (30) days prior to the expiration of the then current term. Notification of non - renewal is required prior to the start of the renewal term. Customer will be invoiced, and payment is due, upon renewal. Third Party Product Annual Support Fees: The support fee for the initial annual period is included in the applicable Third Party Product License fees(s) unless otherwise stated. Subsequent terms invoiced by Superion will renew automatically at then - prevailing rates until such time Superion receives written notice of non - renewal from the Customer ninety (90) days in advance of the expiration of the then - current term. Notification of non - renewal is required prior to the start of the renewal term. Customer will be invoiced, and payment is due, upon renewal. As applicable for certain Third Party Products that are invoiced directly by the third party to Customer, payment terms for any renewal term(s) of support shall be as provided by the third party to Customer. Additional Terms: This Quote constitutes an Amendment to the Software License & Services Agreement and the Maintenance Agreement (together, the "Contract and Agreement ") by and between the parties hereto. The product and pricing information detailed above comprises the "Exhibit 1" schedule attached to this Amendment. Except as otherwise provided herein, all terms and conditions of the Contract and Agreement shall remain in full force and effect. Any interfaces listed above are interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system software from the appropriate third parry vendor. The Component Systems identified above are "Licensed Programs" or "Licensed Systems" licensed by Superion and are provided in and may be used in machine- readable object code form only. Page 2 of 4 SUPER ION Applicable taxes are not included, and, if applicable, will be added to the amount in the payment of invoice(s) being sent separately. Travel and living expenses may be in addition to the prices quoted above and shall be governed by the Superion Corporate Travel and Expense Reimbursement Policy. The date of delivery is the date on which Superion delivers, F.O.B. Superion's place of shipment, the Component Systems to Customer. The Superion application software warranty shall be for a period of one (1) year after delivery. There is no Testing and Acceptance period on the Licensed System(s) herein. Preprinted conditions and all other terms not included in this Quote or in the Contract and Agreement, stated on any purchase order or other document submitted hereafter by Customer are of no force or effect, and the terms and conditions of the Contract and Agreement and any amendments thereto shall control unless expressly accepted in writing by Superion to Customer. Third party hardware /software maintenance and /or warranty will be provided by the third party hardware and software manufacturer(s). Superion makes no representations as to expected performance, suitability, or the satisfaction of Customer's requirements with respect to the hardware or other third party products specified in this Quote. The return and refund policy of each individual third party hardware /software supplier shall apply. This Agreement is based on the current licensing policies of each third party software manufacturer as well as all hardware manufacturers. in the event that a manufacturer changes any of these respective policies or prices, Superion reserves the right to adjust this proposal to reflect those changes. Should Customer terminate this agreement per any "Term of Contract" Section of the Contract and Agreement, as may be applicable for certain customers, Customer agrees to pay, immediately upon termination, the remaining balance for all hardware, software, and services delivered prior to the termination date together with travel reimbursements, if any, related to the foregoing. Notwithstanding any language in the Contract and Agreement to the contrary, the purchase of support services is NOT necessary for the continuation of Customer's License. Pricing for professional services provided under this quote is a good faith estimate based on the information available to Superion at the time of execution of this Quote. The total amount that Customer will pay for these services will vary based on the actual number of hours of services required to complete the services. If required, additional services will be provided on a time and materials basis at hourly rates equal to Superion's then - current rates for the services at issue. For training and on -site project management sessions which are cancelled at the request of Customer within fourteen (14) days of the scheduled start date, Customer is responsible for entire price of the training or on -site project management plus incurred expenses Karen Pleasant Gonzalez, Application Administrator Monroe County Technical Group Authorized Signature: Date Printed Dame: Page 3 of 4 Attachment: Brio a o. 11 Licences25 Signed to (Superion iiol Licenses) - qk ' iSUPER ION Additional Information Section Product Notes: Page 4 of 4 i u uuuuum II'u �Imiu uui • Ao e A LI INSUR � 6 /2 0 /2 0 18 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. 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). PRODUCER Lockton Insurance Brokers, LLC CONTACT NAME: CA License 4OF15767 PHONE FAX IA/ C, o E t • A/C No): Three Embarcadero Center, Suite 600 E -MAIL San Francisco CA 94111 ADDRESS: (415) 568 -4000 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: National Fire Insurance Co of Hartford 20478 INSURED Superion, LLC INSURER B: The Continental Insurance Company 35289 1424762 1000 BUSINESS CENTER DR. INSURER C : Lake Mary FL 32746 INSURER D: INSURER E: COVERAGES RAMI-1001 CERTIFICATE NUMBER: 14495165 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSO WVD POLICY NUMBER MM /DD /YYYY MMIDDttYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 11 CLAIMS -MADE X - OCCUR N N 6045433018 2/1; "201? 6120!2018 EACH OCCURRENCE $ 1 , 000 ,000 _ DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) _ $ 15 000 PERSONAL & ADV INJURY $ 1, 000 , 000 GENT AGGREGATE LIMIT APPLIES PER: POLICY ° , PRO JECT LOC OTHER: GENERAL AGGREGATE $ 2 000 000 PRODUCTS - COMPIOPAGG $ 2: $ $ AUTOMOBILE LIABILITY N X ANY AUTO O WNS ONLY SCHEDULED HIRED NON -OWNED AUTOS ONLY AUTOS ONLY X Comp. Ded $ ,00 Coll. Ded. $1,)00 N 1.1 6045933004 1 2!1/2017 6/20/2018 Es. NED LIMIT $ 1.000 0 BODILY INJURY (Per person) _ $ XXXXXXX BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE Per accident $ XXXXXXX $ XXXXXXX UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX_ AGGREGATE $ XXXXX DED RETENTION $ $ XXXXXXX B B WORKERS COMPENSATION AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNER /EXECUTIVE Y! N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If y es, SCRIPTION OF OPERATIONS below NIA N 604533021 (CA) 6045933035 (A S) 2/1/2018 2.`112018 6/2012018 6f20%2018 X STATUTE E E.L. EACH ACCIDENT $ 1 E.L. DISEASE - EA EMPLOYEE $ 1, 000,000 E.L. DISEASE - POLICY LIMIT $ 1 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence oflnsurance CERTIFICATE HOLDER CANCELLATION 14495165 Evidence of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED © t' 1 ' • .. . 2 r _ a' PENTAMATION ENTERPRISES, INC. SOFTWARE LICENSE AGREEMENT Z —n c rn rn CO ED Name and Address of Licensee: Monroe County Licensor: Pentamation {Ente1Ases,_3tc. 1200 Truman Avenue, 2" a Floor 225 M� e � ;;0 Key West, FL 33040 Bethle 1 Q Telephone: 305- 294 -4641 Teleph ddO) 691 -3(M C) rn N O Pentamation Enterprises, Inc. ( PENTAMATION) by its execution of this License Agreement ( "Agreement ") grants to Licensee and the Licensee accepts, on the following terms and conditions, a non - transferable and non - exclusive License to use the compute software programs listed in Appendix I of this Agreement on Licensee's computer system(s). This License includes the right to us the related written materials for the licensed software programs such as user manuals. The licensed software programs and relate written materials are hereinafter collectively referred to as the "Licensed Systems ". Unless the source code is purchased by th Licensee under the terms of this Agreement or an Application Software Maintenance and Support Agreement, this license is for th use of object code programs only. 1. License of PENTAMATION Application Programs A. The License granted under this Agreement authorizes the Licensee to possess and use solely for its own use copies of th Licensed Systems on the computer system(s) identified in Appendix 1. The Licensed Systems may not be used to proces data for any person or entity other than Licensee. B. The functions and features of the software are defined by: the PENTAMATION Application Software Specifications and thi PENTAMATION User Manuals. The responses in the Application Software Specifications section of PENTAMATION'; proposal represent its best professional judgment in response to the Licensee's stated software requirements. However, then is the potential for multiple interpretations of the stated requirements. PENTAMATION'S Specifications and User Manual; contain a detailed description of the features and functions of the proposed software, and therefore, will serve as the soli source of software capabilities. C. License fees for the Licensed Systems are specified in Appendix 1 of this Agreement, and the validity of this license is contingent upon the payment of these fees to Pentamation. D. If PENTAMATION develops additional releases of the Licensed Systems which incorporate changes and enhancements, ii will make such new releases available to the Licensee under the terms of its standard Application Software Maintenance and Support Agreement executed by Licensee and PENTAMATION. E. The Licensee recognizes that the Licensed Systems are confidential and trade secret property which is proprietary tc PENTAMATION. Licensee, its agents, employees, and representatives shall not disclose in whole or in part to any third parties, any Licensed Systems which are provided by PENTAMATION under this Agreement. Any Licensed Systems which are provided by PENTAMATION may be copied by Licensee for backup purposes only and Licensee shall not otherwise print, copy, or duplicate the Licensed Systems. The Licensed Systems may not be used to process data for any entity other than Licensee. Client may not assign, timeshare, rent, reverse engineer, disassemble, de- compile, reverse translate, or otherwise decode the licensed systems. Pentamation recognizes that Section 815.04 (3) (a) of the Florida State statute specifically exempts software programs such as the Licensed Systems from disclosure under Florida public records law. F. The Licensee agrees not to provide or otherwise make available any Licensed Systems, including but not limited to flowcharts, logic diagrams and program code, in any form, to any person other than Licensee or PENTAMATION employees, without prior written consent from PENTAMATION. Licensee will take reasonable steps to protect the security Governmental Resource Series 12/98 of the Licensed Systems, and will inform all employees, agents and representatives who utilize the Licensed Systems of thi requirement. G. Within thirty (30) days after the date of discontinuance of the license granted under this Agreement, the Licensee wil furnish PENTAMATION a written certification that through its best effort, and to the best of its knowledge, the original ani all copies, in whole and in part, in any form, including partial copies and modifications, of the Licensed Systems have beet returned to PENTAMATION or destroyed, except that, upon prior written authorization from PENTAMATION, th Licensee may retain a copy for archival purposes only. 2. Application Program Implementation Services A. PENTAMATION shall provide to Licensee installation services, training of Licensee's personnel and technical assistance in the operation and use of the Licensed Systems as set forth and for the charges listed in Appendix 2. B. Implementation of the PENTAMATION Application Programs will be deemed completed when operational according to thi PENTAMATION Application Program User Manuals, or when the Licensee begins processing data using said Application Programs, whichever occurs first. C. Delivery and installation of the Licensed Systems will occur as mutually agreed by PENTAMATION and Licensee. D. PENTAMATION will convert certain Licensee's files to the new system's files. Licensee shall provide the correct system'! files in ASCII format and on media readable by the new hardware. Licensee shall also provide current file recor( descriptions and file layouts to PENTAMATION. The fee for file conversion services is set forth in Appendix 2. 3. Warranty A. PENTAMATION warrants that it is the sole owner of or has full power and authority to grant the License provided foi herein and that the use of the licensed programs by Licensee will not violate or infringe any patent, copyright or other proprietary right of any third person. PENTAMATION will indemnify and hold Licensee harmless from and against an) loss, cost, liability and expense arising out of the breach of the foregoing warranty. B. PENTAMATION warrants that each Program will function as described in the then current User Manual when it is shipper to the Licensee. In the event of a defect in a Program, PENTAMATION'S sole responsibility shall be to replace or correct the defective program without charge to Licensee provided written notice of the defect is given to PENTAMATION. Services or corrections out.ide the scope of this warranty shall be provided only under the terms of an Application Software Maintenance and Support Agreement executed separately. The foregoing warranty does not apply to defects caused b) equipment or programs not supplied by PENTAMATION or where equipment used by Licensee has not been approved b) PENTAMATION. The foregoing warranty shall also not apply to other causes beyond PENTAMATION'S control such a, excessive simultaneous users on the system, defective or interrupted electrical power, inadequate speed of peripheral devices, inadequate speed of data communications network, and inadequate storage capacity for data. This warranty shall continue only so long as a paid up application Software Maintenance and Support Agreement is in effect. C. The foregoing warranty is in lieu of all other warranties express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The Licensee agrees that PENTAMATION'S liability hereunder for damages for failure to replace or correct a defective program regardless of the form of action, shall not exceed the charges paid by the Licensee for that program. No action, regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one year after the cause of action has accrued, except that, an action for non - payment may be brought within one year after the date of the last payment. D. In no event will PENTAMATION he liable for indirect or consequential damages even if PENTAMATION has been advised of the possibility of such damages. Governmental Resource Series 12/98 4. Payment Terms A. The Licensee agrees to pay PENTAMATION the license fee charges as set forth in Appendix 1. B. Invoices not paid within thirty -(38) forty -five (45) days of the invoice date shall bear interest at the rate of 1.546 1% pe month beginning thirty (30) forty -five (45) days from invoice date. C. Installation, training and technical service invoices shall be submitted by PENTAMATION as incurred, shall be paid withil thirty (38) forty -five (45) days of the invoice date and shall bear interest thereafter as provided above. D. All taxes, except taxes based on the net income of PENTAMATION resulting from the licensing or use of the Licensee Systems by the Licensee, including, but not limited to, property, sales, or use taxes, shall be the sole responsibility of th Licensee, and, where applicable, shall be added to PENTAMATION'S invoice. 5. Licensee Responsibility A. The Licensee shall be exclusively responsible for the supervision, management, and control of its use of the License( Systems, including, but not limited to: (1) assuring proper machine configuration, program installation, audit controls an( operating methods; (2) establishing adequate backup plans based on alternate procedures in the event Licensed System malfunction; (3) implementing sufficient procedures and checkpoints to satisfy its requirements for security and accuracy o input and output as well as restart and recovery in the event of malfunction; (4) informed use of output insofar as technica expertise or professional judgment is required; and (5) maintenance and distribution of system passwords. B. Licensee will provide at its expense the computer hardware system necessary for its use and operation of the License( Systems, operating system software, hardware and operating system software maintenance, diagnostic modem o PENTAMATION'S specifications, dedicated telephone line for diagnostic modem, second telephone line near the CPU sufficient backup media, printer, paper, ribbons and adequate work space for all personnel. All of the foregoing shall be it place prior to installation of the Licensed Systems. C. The Licensee will appoint an individual to serve as a central liaison with PENTAMATION. Licensee will appoint at individual to have the responsibilities of System Administrator as included in Appendix 3. Licensee is also obligated t( provide personnel having sufficient skills and experience to operate and manage the programs licensed hereunder. D. Licensee shall have taken the necessary steps to execute a hardware and operating system maintenance contract prior to th( initial installation visit. A current and valid contract must be maintained as long as the Licensee and PENTAMATION hay( an Application Software Maintenance and Support Agreement in effect. E. Licensee will contract for maintenance on the Informix software products for the period of time during which the License( and PENTAMATION have an Application Software Maintenance and Support Agreement in effect. F. Licensee will be responsible for the costs of travel, lodging, and related expenses for training and support provided b} PENTAMATION at Licensee's location. 6. General Terms and Conditions A. This Agreement and the use of the Licensed Systems may not be assigned, sub - licensed or otherwise transferred by the Licensee to any other person or entity without the prior written consent of PENTAMATION, and any assignment, sublicense or transfer shall, in the absence of such consent, automatically and immediately terminate the License. Subject tc the foregoing, this Agreement will inure to the benefit of and be binding upon the successors and assigns of the parties hereto. Governmental Resource Series 12/98 B. The term "this Agreement" as used herein includes all Appendices and Addenda, and any future written amendment, modifications, or supplements in accordance herewith. C. If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are to that extent to b deemed omitted. D. Licensee and PENTAMATION mutually agree not to engage in any recruiting efforts with the other party's person( without receiving written consent from the individual employee's management. E. The Licensee will designate an officer or employee as its agent to receive all written notices issued by PENTAMATIOI under this Agreement. PENTAMATION will designate an officer or employee as its agent to receive all written notice issued by the Licensee under this Agreement. F. Any changes in the scope of work covered by this Agreement, including requests by Licensee for changes, modifications, e additions to the Licensed Software shall be covered by a separate agreement or purchase order mutually agreed to by th parties. G. The Licensee acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and furthe agrees that it is the complete and exclusive statement of the Agreement between the parties, which supersedes all proposal oral or written, and all other communications between the parties relating to the subject matter of this Agreement. H. Dispute Resolution and Compulsory Arbi a. Negotiation Between Executives The parties shall attempt in good faith to resolve disputes or claims arising out of c relating to this agreement promptly by negotiations between executives who have the authority to settle the controversy Any party may give the other party written notice of any dispute not resolved in the normal course of business. Withi: twenty (20) days after delivery of said notice, such executives of the parties shall meet at a mutually acceptable time an place and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt t resolve the dispute. If the matter has not been resolved within sixty (60) days of the original notice, or if the parties fai to meet within twenty (20) days, any party may initiate further action as appropriate. All negotiations pursuant to this clause are confidential and shall be treated a settlement negotiations for all purposes. .... . . lowe Y.. _ Y_ Y. . Wi tweiaity 20) �L TII7TR� th . t ,hall he ftPrainted by the Unite-, 1. This Agreement will be interpreted and construed in accordance with Florida law. ■ Governmental Resource Series 12/98 7. Term The license granted hereunder shall be perpetual provided that Pentamation shall have the right to terminate this license in the event of Licensee's breach of any of the terms hereunder. 8. Export Laws Client agrees to comply fully with all relevant export laws and regulations and will not export the licensed systems directly or indirectly in violation of such laws. 9. Pentamation and its suppliers shall be deemed a third party beneficiary of this agreement including but not limited to Paragraphs I. e, 3. a and 3.c above. IO.Pentamation warrants that the application software will be, to the best of our knowledge, Year 2000 compliant. 11. Attachments The following attachments attached to this Agreement are incorporated herein: Appendix 1 Licensed Systems Appendix 2 Application Software Implementation Services Appendix 3 System Administrator Job Responsibilities Agreement is made this P/ to day of January 19 9 9 IN WITNESS WHEREOF, and intending to be legAil y�► he parties have caused this Agreement to be signed by its duly authorized officers.�- For MONROE COUNTY, FL ` For PENTAMATION ENTERPRISES, INC. M A M DANNYLK6LMHAE Executed by: DEPUTY u E:.:C Authorized Signature M a r Gha l;r r "a-n ame /Title Date ` + A Authorized kinature Donald V. Applet" Pmident and C.O. Pentamation Enterpriises.Inc. 225 Marketplace Bethlehem, PA 18018 (610)691 -3616' Name /Title Date APPROVED AS TO 'Olt AND LEG L SUFFI E 11Y NN A. HU TON 0 ArF Governmental Resource Series 12/98 APPENDIX 1 Licensed Systems Application License Fee Menus /Shells $1,000 Encompass 14,000 Contractor Licensing 3,111 Code Enforcement 7,000 ACTion!! Communication Tracking 9,333 Cash Receipting Interface 3,500 Total: $37,9144 Informix /4J's Licenses (25 Concurrent Users) 19,715 Training Days (31 days (& $800 /day) 24,800 Data Conversion Estimated (Encompass) 9,600 Expenses Estimated 11,271 Operating System and Engineering Services 15,089 Total: $116,0 9 Optional Application Server Installation, Setup and Network Verifications (on -site) $4,000 SCO UNIX Training 3,000 APPENDIX 2 Application Software Implementation Services Application Menus /Shells Encompass Contractor Licensing Code Enforcement ACTion!! Communication Tracking Cash Receipting Interface Total: Encompass Data Conversion Estimated Optional — (in Bethlehem) SCO UNIX Training (up to 4 people) Number of Days 3 7 3 5 9 4 31 12 9 APPENDIX 3 System Administrator Job Responsibilities Effective System Administration is the key to a successful installation and smooth on -going system operation. System Administration personnel will be the focal point for communications between your organization and Pentamation, and will handle the daily operation of the system. System Administrative personnel should have or possess the potential to develop the following knowledge and skills: - General understanding of computer systems' architecture and configurations; recognizing such pieces of hardware as CPU, memory, peripherals, scanners, etc. - Understands general computer concepts such as relational database, operating systems, application software, word processing, and fourth generation languages. - Excellent verbal and written communication skills with governmental administrators, programmers, and system maintenance personnel. - Understands the importance of data integrity and security (file backups and password control). - Understands what your organization requires from each Government application. System Administration responsibilities include, but are not limited to, the following: - Sole responsibility for communications with Pentamation Support personnel. - Adds new users to the system and maintains security profiles. - Completes backup and recovery procedures. - Completes off -site backup procedures. - Provides first level support to end users. - Upgrades system software in conjunction with Pentamation and the computer hardware manufacturer. - Ensures data and equipment security. - Diagnoses and resolves minor hardware problems. - Manages workload effectively. - Trains new staff on software packages. - Trains Report Writer to department personnel. - Maintains Documentation. PENTAMATION ENTERPRISES, INC. AGREEMENT FOR BASIC APPLICATION SOFTWARE MAINTENANCE AND SUPPORT Name and Address of Licensee: Monroe County Licensor: Pentamation Enterprises, Inc. 1200 Truman Avenue, 2 Floor 225 Marketplace Key West, FL 33040 Bethlehem, PA 18018 Telephone: 305- 294 -4641 Telephone: (610) 691 -3616 Payment of the itemized annual fee shall entitle Licensee to specified application software maintenance support services, on th, following terms and conditions, and is subject to renewal each year. Services will be provided by PEN)f'AMATION Enterprises Inc. (PENTAMATION). PENTAMATION may terminate this Agreement for cause if the Licensee fails to comply with any of th, terms and conditions of this Agreement or with any of the terms and conditions of the License Agreement for any of its softwan products. PENTAMATION reserves the right to withhold services pending full payment of fees. 1. Application Software Maintenance and Support A. PENTAMATION Application Software Maintenance and Support will be provided to Licensee when the Licensee begin processing data using the Application. PENTAMATION Application Software Maintenance and Support will be provided by PENTAMATION to Licensee for thi charges as shown in Appendix 1. The fee for this service varies by PENTAMATION Application, and each Applicatioi has a maximum number of support hours provided per year for the contracted fee as shown in Appendix 2. Should the tota number of Support hours be exceeded in any one year, additional Support Service may be provided at PENTAMATION'! then current hourly rates. The period for the rendering of these services shall be annual and shall be automatically renewed for an additional yeas unless either party gives at least sixty (60) days prior written notice to the other that such maintenance and support service: are not to be renewed. B. For the purposes of this Agreement, the term "Application Software Maintenance and Support" for PENTAMATIOIS Application Software means that PENTAMATION will: 1. Provide standard product enhancements when and as the same are developed by PENTAMATION; PENTAMATIOT shall distribute to Licensee one copy of such product enhancements or corrected programs as soon as it is available. Licensee shall be responsible for incorporating such enhancements in each copy of the applicable PENTAMATION Software licensed by Licensee. 2. Provide programming modifications mandated by changes to existing federal and state regulations in effect as of the date of the original Software License Agreement, for all reports and associated processing that can be provided withir the intended capabilities of the product for the Payroll retirement and tax functions, and state financial reporting, i1 applicable. Reports will he provided that use data supported within the applications software, and they will provide all necessary data and totals required to complete government- mandated forms. If required, programs to transfer data tc tape media will be provided. 3. Provide assistance to Licensee in the use of the PENTAMATION Application Software via telephone inquiries to PENTAMATION'S designated software support offices up to the maximum number of hours per application as listed in Appendix 2. Telephone support services are available weekdays, excluding holidays, during normal business hours. 4. Investigate errors in the intended capabilities of PENTAMATION Application Software upon receipt of notification from Licensee and provide Licensee with an alternate procedure or programming modifications to correct errors. PENTAMATION shall distribute to Licensee one copy of such product enhancements or corrected programs as soon as it is available. Licensee shall be responsible for incorporating such enhancements in eachi copy of the applicable PENTAMATION Software licensed by Licensee. All of the above services will he provided by telephone communication contact between PENTAMATION and Licensee. Licensee will be responsible for all data line telephone charges involved in providing Application Software Maintenanc and Support, and PENTAMATION will invoice Licensee at cost. 2. Payment Terms A. The Licensee agrees to pay PENTAMATION the charges as set forth in Appendix 1. All charges are payable by License as a net amount due in 30 days from the date of invoice. All payments made by Licensee after 30 days from date of invoic will be subject to a late payment fee of 1.5 % monthly until the date paid. 3. Licensee Responsibilities A. The Licensee will have an assigned individual to serve as liaison between PENTAMATION and Licensee. License acknowledges its obligation to provide personnel having sufficient skills and experience to operate and manage th equipment and /or programs being provided to obtain the desired results. B. The Licensee will be responsible to provide a dedicated dial -up line with a modem of PENTAMATION specification (contact Pentamation's Engineering Services for the current recommended diagnostic modem) on the Licensee's compute equipment and a "superuser" system log -in account for PENTAMATION'S use in support of this Agreement. C. The Licensee will be responsible to provide a QiC, 4mm DAT, or 9 -track tape drive which will be used to install nev software releases, updates, enhancements, etc. D. Licensee will be responsible for the reasonable costs of travel, lodging, and related expenses for training and suppor provided by PENTAMATiON to personnel at Licensee's location. E. Licensee shall have taken the necessary steps to execute a hardware and operation system maintenance contract prior to the initial software installation visit. A current and valid hardware and operation system maintenance contract must be maintained as long as the Licensee and PENTAMATiON have an Application Software Maintenance and Suppor Agreement in effect. F. Licensee will contract for maintenance on the Informix software products for the period of time during which the Licensee and PENTAMATION have an Application Software Maintenance and Support Agreement in effect. G. The Licensee shall be exclusively responsible for the supervision, management, and control of its use of the License( Systems, including, but not limited to: (1) assuring proper machine configuration, program installation, audit controls an( operating methods; (2) establishing adequate backup plans based on alternate procedures in the event of computer systen malfunction; (3) implementing sufficient procedures and checkpoints to satisfy its requirements for security and accuracy o input and output as well as restart and recovery in the event of malfunction; (4) informed use of output insofar as technica expertise or professional judgment is required; and (5) maintenance and distribution of system passwords. 4. General Terms and Conditions A. Licensee agrees that if PENTAMATION makes non - standard application software changes and /or screen changes requestec by the Licensee to meet the unique needs of the Licensee or if the Licensee has application software changes or screer changes made by non- PENTAMATION employees, this may affect the ability of PENTAMATION to perform future responsibilities to Licensee for Application Software Maintenance and Support. Licensee further agrees that these non- standard changes may require PENTAMATION services not covered by this Agreement that will be billable to the Licensee. B. At the direction of the Licensee, PENTAMATION may assume responsibility for resolving disagreements among hardware, operating system, and application software support personnel regarding the origin or solution of system problems. In this case, PENTAMATION will either correct the reported problem or will provide evidence that the problem is not related tc PENTAMATION Application Software and direct the Licensee to the appropriate party for resolution. If it is determined that the reported problem is not related to PENTAMATION Application Software, the Licensee may be charged for consulting services at PENTAMATION'S standard rate, plus expenses. Consulting services required to repair data necessitated by hardware problems, operating system software problems, acts of God, or improper' use of the system(s) (as defined in the user's manuals and Pentamation update bulletins) are not included as part of this agreement. C. PENTAMATION will, at its option, furnish Licensee with applicable PENTAMATiON Standard User Documentation in machine - readable form or via one printed copy. D. Neither PENTAMATION nor Licensee will assign this Agreement or any right hereunder to any person, firm, or entiv without the written consent of the other; such consent will not be unreasonably withheld. E. Neither party will be liable to the other for any indirect, special, incidental, or consequential damages. In no event wil PENTAMATION be liable to Licensee for any breach of this Agreement for any amount in excess of the aggregate amoun paid by Licensee under this Agreement for the one -year period preceding such breach. F. Neither party will be responsible for delays or failures in performance resulting from acts beyond its control, such a; strikes, fire or other casualty, communication line failures, electrical power failures, or irregularities, and the like. G. This agreement will be governed by the laws of the state of Florida. H. Licensee and PENTAMATION mutually agree not to engage in any recruiting efforts with the other party's personne without receiving written consent from the individual employee's management. 5. Appendices The following appendices attached to this Agreement are incorporated herein: Appendix "I" -- Maintenance and Support Fees Appendix "2" -- GRS Maximum Support Hours Per Contract Year Appendix "3" -- Custom Programming Services This Agreement and Appendices contain all of the agreements and understandings of the parties concerning the subject matte hereof, and there are no other promises, agreements, guarantees, or warranties, oral or written. All modifications to thi; Agreement must be in writing and signed by both parties. IN WITNESS WHEREOF, and intending to be legally bound, the parties have caused this Agreement to be signed by its dull authorized officers. FOR MONROE COUNTY, FL: FOR PENTAMATION ENTERPRISES, INC: �a """� Q A a4 � Executed By: G . Authorized Signature ame /Title I- t" - c Date Autholi7p Signature Domld V. Appldton President and C.O.O. PWam don Enterpriaea. br. 225 Marketplace Bethlehem, PA 18018 (610)691.3616 Name /Title � d y D to APPROVED AS TO FORM AND L AL SUFFICIE BY ON Z NNE . H OATI 3 APPENDIX 1 Maintenance and Support Fees SYSTEMS COVERED AND FEES Payment of the fee shall entitle the Licensee to the specified services for the following systems. Application Annual Fee Menus /Shells $ 180 Encompass 2,520 Contractor Licensing 560 Code Enforcement 1,260 ACTion!! Communication Tracking 1,680 Cash Receipting Interface 630 Total: 30 Year One Database /Tool Maintenance $5,318 Optional SCO UNIX Phone Support $3,600 APPENDIX 2 Governmental Resource Series Maximum Support Hours Per Contract Year ♦ Menu /Shells ♦ Encompass ♦ Contractor Licensing ♦ Code Enforcement ♦ ACTion!! Communication Tracking ♦ Cash Receipting Interface *Not to exceed 40 hours APPENDIX 3 CUSTOM PROGRAMNHNG SERVICES 1. General Terns and Conditions A. Pentamation offers custom programming as an optional service to the Licensee. When the Licensee requests the service, Pentamation will provide written specifications and a fixed cost estimate for the work to be performed. The Licensee is granted a non- exclusive, non - transferable perpetual license to the customized software and source program code. An annual maintenance and support service for custom software is provided for a fee of 15% of the standard charge for programming the custom software. This maintenance and support service provides on -going telephone support, bug fixes, and upward migration to updates and minor releases of the base line products. Minor releases are indicated by release levels to the right of the decimal point, e.g., 2.1 to 2.2. Major releases are indicated by release levels to the left of the decimal point, e.g., 2.9 to 3.0. Custom software will be upgraded to major releases on a time and materials basis at our then current hourly rate. Pentamation retains ownership of all custom - developed software and may, at its discretion, include the software in future releases of standard products. 2. Pentamation Responsibilities A. Pentamation will provide a written cost estimate for the work to be performed subject to a 10% variance. This estimate will be based on mutually agreed to specifications, B. Pentamation will install the software via modem or magnetic media with hard copy instructions provided for Licensee installation. C. Pentamation will provide telephone instruction in the use and features of the custom - developed software. D. Pentamation will provide standard programmer documentation. E. Pentamation will test all modifications for anticipated conditions using test data or data provided by the Licensee. F. Pentamation will provide source code for all custom - developed programs. G. Pentamation will warrant software to perform as documented in the written specifications. H. Pentamation will provide phone and technical support as well as any additional programming to implement the custom - developed software in a minor release of a standard application software product. 3. Licensee Responsibilities A. Licensee will review Pentamation- provided specification documents for errors and omissions. After programming has started, project changes due to policy change, or incomplete, or erroneous specifications may increase the cost of the project. B. Licensee will test all custom - developed software after installation on the Licensee's hardware before running in a "live" production environment. C. Licensee will reimburse Pentamation for all reasonable travel and living expenses if a site visit is required. D. Licensee will retain a copy of the modified source code on the Licensee's machine in the event future modifications are required.