11/01/1992 to 10/31/1993 11/29/1993 .•�f
Danny I. totfjage
BRANCH OFFICE CLERK OF THE CIRCUIT COURT BRANCH OFFICE
3117 OVERSEAS HIGHWAY MONROE COUNTY 88820 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050 500 WHITEHEAD STREET PLANTATION KEY, FLORIDA 33070
TEL. (305) 289-6027 KEY WEST, FLORIDA 33040 TEL. (3051 852-7145
TEL. (305) 292-3550
M E M O R A N D U M
TO: Bob Herman, Director
Growth Management Division
FROM: Isabel C. DeSantis, Deputy Clerk 4 C
DATE: December 17, 1993
On November 29, 1993, the Board granted approval to renew the
Service Agreements between Monroe County and Harward Technical
Enterprises, Inc. , (HTE) , to provide Standard Software Service on
the AS/400 applications, said Agreement shall eliminate the word
"Company" and be replaced with the word "County", throughout the
Agreement, and be for the periods of November 1, 1992 thru
October 31, 1993 and November 1, 1993 thru October 31, 1994 .
Enclosed for handling by your office, are two duplicate originals
of the subject Agreements executed by all parties which should be
forwarded to HTE.
Should you have any questions concerning this matter, please do
not hesitate to contact me.
cc: County Attorney
County Administrator w/o document
Finance Director
Risk Management w/o document
File
'93 01-1 1 / a? :r1
SERVICE AGREEMENT
SECTION 1
1 . 1 IDENTIFICATION
This agreement between H.T.E. , coIn� (HTE) and Monroe
County (Planning and Zoning) (r^mpnny) located at 5825
Junior College Road W. Wing II, Stock Island, Key West,
Florida 33040-4399 provides for Standard Software Service
as defined in Section 2 . 3 for the following HTE System( s)
and/or Product(s) : AS/400 Building Permits - $3 ,000 .00;
Occupational Licenses - $1, 350.00; Code Enforcement -
$750 .00.
1. 2 TERM OF AGREEMENT
The year of service which is provided by this Agreement
will extend from November 1, 1992 thru October 31, 1993 .
1 .3 SUMMARY
Co vwiT`(
This Service Agreement provides to the Cempa..f:
Coun 1
NEW SOFTWARE - During the covered period, the Ceml,a..f
will receive each new Enhancement to the Standard
Software that is issued for the System(s) and/or
Product(s) listed in Section 1 . 1 .
UPDATED DOCUMENTATION - Each new Standard Software
release will be accompanied by user and system
documentation, reflecting the software Enhancements .
STANDARD SOFTWARE - HTE will correct any problems
encountered in the Standard Software during the term
of this Agreement .
A HOT-LINE SERVICE - An exclusive Hot-line is established
for consult-by-phone service to Client Services
Department . A senior technical staff member is available
to answer any questions or discuss system problems of
concern to the Company.Cov.,ty
Covey
ANNUAL INVOICE - The GeApaneAy will be sent an annual
invoice for the Standard Software Service .
1 .4 FEE
The annual renewal fee for the Service will not exceed
fifteen percent of the Standard Software price ( for those
System(s) and or Product(s) listed in section 1 . 1 ) that
exists on each Agreement anniversary date. The annual
fee for the service is $5, 100 . 00.
1 .5 This document is composed of Section 1 and Section 2 .
SECTION 2
2 . 1 TERM
This agreement extends for a' period of twelve months .
Upon the beginning of paid Software Service and in the
event of conflict with the terms of the License
Agreement, the terms of this Service Agreement shall
govern.
2 . 2 CHARGES AND TAXES
The Company agrees to pay all charges due under this
Agreement. The annual fee is due and payable at the
beginning of each year. The annual fee for each
subsequent year of Service will not exceed fifteen
percent of the Standard software price which is in effect
on that year' s Agreement anniversary If HTE' s
assistance is requested by the Ceml5a.4 to correct a
suspected error in the Standard software program logic or
documentation, and it is ultimately 4 termined by HTE
that no such error exists, the c shall compensate
HTE for its services . Travel and personnel time will be
charged at HTE' s established hourly rate of $85 . 00 per
hour. Additionally, compensation will be expected for
any reasonable living and travel costs.
2 .3 SUPPORT
HTE' s policy is to make improvements in its Standard
Software on a regular basis in order to maintain its
timely applicability and competitive market ability. To
this end, HTE may, from time to time, make changes in
operating procedures, programming languages, general
purpose library programs, timing accessibility
techniques, types of hardware supportability, and other
related programming andjohu entation improvements . HTE
shall provide to the Compare+ , as updates, at no
additional charge, and on a timely basis, the program
logic and documentation for such Standard Software
Enhancements.
comnty
2 . 3 . 1 In the event the -Gempty notifies HTE that it
suspects an error in the program logic or documentation
which prevents the continued accomplishment of the
principal computing functions of the System(s) and/or
Product(s) , HTE shall use its best efforts to confirm the
existence of such error. If the existence of such error
is confirmed to be in the Standard Software, HTE shall
correct it as part of its obligation hereunder. If it is
ultimel¥ determined by HTE that no such error exists,
the company shall compensate HTE for its services . This
compensation shall be based upon HTE ' s hourly rate of
$85 . 00 per hour, plus reimbursement for reasonable travel
and living expenses .
2 . 3 . 2 HTE' s policy acknowledge oral or written
requests from the &empant to provide assistance in
identifying and detecting problems, errors, and
malfunctions arising in connection with the Company' s Coa+y's
use of HTE ' s computer application software systems To
assist HTE in implementing its policy, the ay'
Compa shall
conf irm, in writing, an oral request for specific
assistance with tt ( 10) days after such oral request
is made. The e-em shall furnish to HTE adequate
supporting documentation and details to substantiate and
to assist HTE in the identification and detection of
problems, errors, and malfunctions , arising from the
Company ' s use of the System(s) and/or Product( s) .
Cov..ky
G04n+y
2 .3 . 3 If an Enhancement, provided to the Company under
this Agreement, is dependent upon coding of a previous
Enhancement which the Ge421111 does not have, upon
request, HTE will provide assistance by mail or telephone
in order to establish coding that will permit continuity
between the Ceml.anx' ., operating system and the new
Enhancement . Coanyys
Go n+y
2 . 3 .4 The Company agrees to notify HTE of the need to
have a previous Enhancement in order to install a
current Enhancement.
Cozen+y
2 . 3 .5 In the event the Company requests any support
other than that included under the terms of this
Agreement, depending upon the availability of its
personnel , HTE shall use its best efforts to furnish
it in accordance with the current standard billing
rates .
c,ou n.r4's
2 . 4 £B44PhN'f''3 OBLIGATION
Cozen+y
The 2vmp,...7 acknowledges that the continued integrity
of the System(s) and/or Product(s) is dependent upon
installation in the program logic and documentation of
all updates to the System(s) and/or Product(s) which
are provided by HTE to the .Gempeny.
Cozen+y
Cou I.sr'1
2 .5 REPRESENTATIONS OF COMPANY
Covn41
The . empaNy- acknowledges HTE' s representations that
HTE has expended substantial sums in creating its
Systems and Products, incurs substantial additional
expense in maintaining them, and as a result, has and
will continue to have substantial proprietary interest
and valuable trade secrets in them.
2 . 5 . 1 To the extent permitted by CU 119 , Florida
Statute (public records law) the further
represents and warrants that it shall not ( 1 ) at any time
sell, assign, or otherwise transfer HTE System(s) and/or
Product( s ) , parts of the System(s) and/or Product(s) , or
updates , changes, improvements or enhancements to the
System(s ) and/or Product(s) ,. or parts thereof, or ( 2)
provide to any third party any support described in this
Agreement for the System(s) and/or Product( s) . To the
extend permitted bycCVha.pter 119, Florida Statute (public
records law) the Oemranp shall hold in confidence the
design specifications and associated documentation of the
System(s) and/or Product( s) and shall disclose the
System( s) and/or Product( s) in confidence only to, and
shall authorize the use of the System(s ) and/or
Pr, duct(s ) in confidence only by, its regular employees .
C further acknowledges that, incotheevVevent of a
breach or threatened breach by the Cemga..I of the
provisions of this paragraph, HTE has no adequate remedy
in money or damages, and, accordingly, shall be entitled
to an injunction against such breach or threatened
breach.
Ce'aa EY
2 . 5 . 2 The rs9Pany agrees that all rights granted in this
Agreement shall be cumulative and that no specifications
in the Agreement of any specific legal or equitable
remedy in the event of the breach or any provisions of
this Agreement shall be construed as a waiver of, or
prohibition against, any other legal or equitable remedy
for such breach. The waiver of any breach of any
provision of this Agreement, or of any remedy for any
such breach, shall not preclude HTE from thereafter
exercising any rights ( including any remedy previously
waived) it has under this Agrremej t for the same or any
subsequent breach. If the r an! waives any remedy,
then it should be bound by its waiver in accordance with
established law.
2 . 5 . 3 The representations and warranties shall survive
the execution of this Agreement, the delivery of any
documents and all transactions contemplated by this
Agreement, and the termination of this Agreement.
2 . 6 ASSIGNMENT
Neither this Agreement nor HTE System(s) and/or
ProduaW nor any rights granted by this Agreement to
the shall be assy gned, transferred or otherwise
disposed of by the o ' , in whole or in part, without
the prior written consent of HTE .
2 . 7 LIABILITY
Because of the difficulty in ascerEainr g damages , it is
agreed that HTE liability to the ' 'my' for any losses
or damages, whether direct or indirect arising out of
this Agreement, shall not xceed the total amount billed
and billable to the Co .&h¢, in no event shall HTE be
liable for any indirect, special, or consequential
damages, economic loss in connection with, or arising out
of this Agreement. This paragraph shall supersede any
paragraphs of this Agreement which are inconsistent ith
it . Should any claims be asserted against the �� by
virtue of any copyright, trademark, or patent,
ipirt, ggement in the software supplied by HTE to the
under this ontract, HTE agrees and warrants that
j ith,4Ill hold the Ee°mgaiy harmless, shall indemnify the
Ce.�R:e..y from all losses occurring thereby and shall
further defend any claim or action on the -r Yyrsr Co.,.c+y'S
behalf .
2 .8 SEVERABILITY
Each provision of this Agreement Is severable from all
other provisions of this Agreement and, if one or more
of the provisions of this Agreement shall be declared
invalid, the remaining provision of this Agreement shall
nevertheless remain in full force and effect, provided,
hQeve,jj'' if Paragraph 2 . 5 shall be declared invalid.
company shall execute as soon as possible, a supplemental
Agreement with HTE which grants to HTE to the extent
legally possible, the protection afforded by said
Paragraph.
2 . 9 NON-EMPLOYMENT OF HTE EMPLOYEES
During the term of this Agreement and for a period of
twenty-four ( 24) anont s after termination of this
Agreement, the may not offer to hire or in any
way employ or compensate any of the employees of HTE or
persons who have been employed by HTE within the
immediate past twenty-four ( 24 ) months without the prior
written consent of HTE .
2. 10 GOVERNING LAW
The Agreement shall be governed by and in accordance with
the laws of the Monroe County, Florida. Venue for any
disputes arising under this contract shall be in Monroe
County, Florida.
2 . 11 AMOUNTS
All amounts referred to herein or otherwise payable
pursuant to any term of this agreement shall be United
States of America Dollars .
2 . 12 FINAL AGREEMENT
This Agreement supersedes all prior AgEeem4 is and
y lr understandings between HTE and the Companelative to
support services for the System(s) and/or Product(s) and
shall not be changed orally. No change or attempted
waiver of any provision of this Agreement shall be
binding unless expressed in writing and signed by the
party against whom the same is sought to be enforced.
2 . 13 HEADINGS
The headings or titles of the Paragraphs in this
Agreement are for convenience only, are not a part of
this Agreement, and shall not be used as an aid in the
construction of any provision hereof.
2 . 14 COUNTERPARTS
This Agreement may be executed in one or more
counterparts , each of which shall constitute a single
document.
2 . 15 SIGNATURE
The parties, each acting with due authority, have
executed this Agreement by setting forth their
respective signatures :
Lour+
Authorized f the —A thorized by E
Signature ig ure
acc on on Denn s . w pper
Mayor/Chairman ( Vice President/Finance
Date November 29, 1993 Date ALL d 9;/`993
ATTEST:� �_ DANNY L. KOLHAGE, CLERK•
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