11/01/1993 to 10/31/1994 11/29/1993 cOYN,y C'
3N<vyu'°' .
• w Tr ee.ad.
)3annp I. ItoUjage
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. (305)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 '
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
it
c . rP r , ,��.
93 DEC 17 P2 :01
SERVICE AGREEMEN7P ;.
SECTION 1
1 .1 IDENTIFICATION
This agreement between H.T. E . , Incj. (HTE) and Monroe
County (Planning and Zoning)) 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
AS/400 Occupational Licenses
AS/400 Code Enforcement
1 . 2 TERM OF AGREEMENT
The year of service which is provided by this Agreement
will extend from November 1, 1993 thru October 31 , 1994 .
1 . 3 SUMMARY
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This Service Agreement cKm all
g provides to the Cauwiy :
NEW SOFTWARE - During the covered period, the Cl.p Mly
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 Comparny. C....ni1
ANNUAL INVOICE - The C�,.�� ,.ru..i will be sent an annual
in oi+ for the Standard Software Service or if the
chooses the monthly payment option, monthly
invoices will be sent .
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
renewal for the services is : AS/400 Building Permits -
$3, 000 . 00, Occupational Licenses - $1 ,350 . 00, and Code
Enforcement - $750 . 00 . HTE understands and agrees that
Procurement Code of Monroe County places restrictions
upon the County in making advance payments on service
type contracts such as Maintenance. County shall have
the option of paying the annual fee for maintenance in
equal payments as established by the Procurement Code.
HTE agrees that such equal payments will be accepted by
HTE as proper payment of any' annual maintenance fee under
this Agreement . County may choose option of prepaying
annual fee of $5 , 100 .00 at the commencement or the
monthly payment amount option of $350 . 00 for Building
Permits; 8150 .00 for Occupational Licenses; S85 . 00 for
Code Enforcement.
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
Cow+yy
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 anniver5sar 4yV If HTE ' s
assistance is requested by the ce..q.a..f to correct a
suspected error in the Standard Software program logic or
documentation, and it is ultimattermined by HTE
that no such error exists, the 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 ania oc4ujnentation improvements . HTE
shall provide to the Cemre.,1, as updates, at no
additional charge, and on a timely basis, the program
logic and documentation for such Standard Software
Enhancements .
Goun+y
2 . 3 . 1 In the event the Camg3.., 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
ultimatel determined by HTE that no such error exists,
the `" & 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 policycos „t+o,11 acknowledge oral or written
requests from the Ca./ to provide assistance in
identifying and detecting problems, errors , and
malfunctions arising in connection with the L ngaa sC0" 41.3
use of HTE ' s computer application software sister . To
assist HTE in implementing its policy, the con shall
confirm,in writing, an oral request for specific
assistance within t e ( 10) days after such oral request
is made. The ' ° 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
C .. a use of the System(s) and/or Product(s ) .
C-CnComn+y
2 . 3 . 3 If an Enhancement, provided to the Ce...gn..f under
this Agreement, is depensiont, upon coding of a previous
Enhancement which the {' . $17 does not have, upon
request, HTE will provide assistance by mail or telephone
in order to establish coding that will permit continuity
between the Company' a operating system and the new
Enhancement . C°'nays
c"w..+y
2 . 3 . 4 The Ceiwpa.., agrees to notify HTE of the need to
have a previous Enhancement in order to install a
current Enhancement .
Co'a.4
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.C)V,NTy'S
2 .4 COHPANY' 3 OBLIGATION
Goun+y
The LLmpa.rt 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 Cempa..y.
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2 .5 REPRESENTATIONS OF COMPANY CbuNT`(
Goun+y
The r' 'tpazy 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 CWI e+r 119 , Florida
Statute (public records law) the Ce,ga.py 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 bygh ter 119, Florida Statute (public
records law) the Compaan') 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
Prcodu+cyt(s) in confidence only by, its regular employees .
ComNuy further acknowledges that, i is�V event of a
breach or threatened breach by the Comp 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.
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2 . 5 . 2 The Company 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 he 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 Agreceme for the same or any
subsequent breach. If the -6empaay 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
Produratts (+s nor any rights granted by this Agreement to
the Comp shall becaoss} ned, transferred or otherwise
disposed of by the Comp , in whole or in part, without
the prior written consent of HTE .
2 . 7 LIABILITY
Because of the difficulty in aster isni g damages , it is
agreed that HTE liability to the ' ' for any losses
or damages, whether direct or indirect arising out of
this Agreement, shallot+e cceed the total amount billed
and billable to the Ce..iY-enY, 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 with
it. Should any claims be asserted against the company by
virtue of any copyright, trademark, or patent,
igfrigwent in the software supplied by HTE to the
Under this ontr ct, HTE agrees and warrants that
•
1 siia 1 hold the ft bt harmless, shall indemnify the
from all losses occurring thereby and shall
further defend any claim or action on the Cempa..1-4. CoS^+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,
h wev+e if Paragraph 2 . 5 shall be declared invalid.
6a 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 )cT2it 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 A reements and
understandings between HTE and the 6ea relative 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 :
^— County
Authorized f the Au trized b
Signature �\� s rgtrature
acc on on Dennis J. ipper
ayor/Chairman ice President/Finance
Date )November 29 , 1993 Date_ c-pc-e .2`!/ /mil -1
ASEAL
TTEST: DANNY L. KOLH//A��GE, CLERK
By �b �'.. r�,1; :d
Deputy Cie k
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