11/01/1997 to 10/31/1998 12/10/1997 •,...
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BRANCH OFFICE CLERIC OF THE CIRCUIT COURT BRANCH OFFICE
3117 OVERSEAS HIGHWAY MONROE COUNTY 88820 OVERSEAS HIGHWAY
MARATHON,FLORIDA 33050 500 WHIEHEAD STREET PLANTATION KEY,FLORIDA 33070
TEL.(305)289-6027 KEY WEST,FLORIDA 33040 TEL.(305)852-7145
FAX(305)289-1795 TEL.(305)292-3550 FAX(305)852-7146
FAX(305)295-3660
MEMORANDUM
TO: Bob Herman, Director
Growth Management Division
FROM: Isabel C. DeSantis, Deputy Clerk � C ,D
DATE: January 9, 1998
At the December 10, 1997 meeting, the Board granted approval
and authorizedexecution of a Service Agreement between Monroe
County and Harward Technical Enterprises, Inc. , for providing for
standard software service on the AS/400 applications for a period
of 12 months.
Attached hereto is a duplicate original of the Service
Agreement for your return to H.T.E.
Should you have any questions concerning the above, please
do not hesitate to contact this office.
cc: County Attorney
County Administrator
✓File
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SERVICE AGREEMENT " " h_
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SECTION 1 <> c0 o
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1.1 IDENTIFICATION CO
This agreement between H.T.E., Inc.(HTE)and Monroe County Board of County Commissioners
(County) located at 2798 Overseas Highway, Marathon,FL 33050,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 $3,325.00 Occupational Licenses$1,500.00
Cash Receipts N/C* Land Management N/C
'Support Fees for Cash Receipts and Land Management are offered at no charge for this year
only. In subsequent years support for these Licensed Programs will be invoiced at the then current
annual rate.
1.2 TERM OF AGREEMENT
The year of service which is provided by this Agreement will extend from November 1, 1997
through October 31, 1998.
1.3 SUMMARY
This Service Agreement provides to the County:
NEW SOFTWARE-During the covered period,the County 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 County.
ANNUAL INVOICE-The County will be sent an annual invoice for the Standard Software
Service.
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1.4 FEE
The current annual fee for the Service(for those System(s)and or Product(s) listed in Section 1.1)
is$4,825.00. Fees are subject to change in subsequent years. This Agreement is renewable upon
payment of the annual renewal invoice.
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 County agrees to pay all charges due under this Agreement. The annual fee is due and
payable at the beginning of each year. If HTE's assistance is requested by the County to correct a
suspected error in the Standard Software program logic or documentation,and it is ultimately
determined by HTE that no such error exists,the County shall compensate HTE for its services.
Travel and personnel time will be charged at HTE's established hourly rate of$100.00 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 and documentation improvements. HTE shall provide to the County,as updates,at
no additional charge,and on a timely basis,the program logic and documentation for such
Standard Software Enhancements.
2.3.1 In the event the County 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 ultimately determined by HTE that no such error
exists,the County shall compensate HTE for its services. This compensation shall be based upon
HTE's hourly rate of$100.00 per hour,plus reimbursement for reasonable travel and living
expenses.
2.3.2 HTE's policy is to acknowledge oral or written requests from the County to provide
assistance in identifying and detecting problems,errors, and malfunctions arising in connection
with the County's use of HTE's computer application software systems. To assist HTE in
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implementing its policy, the County shall confirm, in writing,an oral request for specific
assistance within ten(I0)days after such oral request is made. The County 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 County's use of
the System(s)and/or Product(s).
2.3.3 If an Enhancement, provided to the County under this Agreement, is dependent upon coding
of a previous Enhancement which the County does not have, upon request, HTE will provide
assistance by mail or telephone in order to establish coding that will permit continuity between the
County's operating system and the new Enhancement.
2.3.4 The County agrees to notify HTE of the need to have a previous Enhancement in order to
install a current Enhancement.
2.3.5 In the event the County 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.
2.4 COUNTY'S OBLIGATION
The County 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 County.
2.5 REPRESENTATIONS OF COUNTY
The County 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 The County further represents and warrants that it shall not(I)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). The County 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
Product(s) in confidence only by, its regular employees. County further acknowledges that, in the
event of a breach or threatened breach by the County 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.
2.5.2 The County 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
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Agreement for the same or any subsequent breach. If the County 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 Products(s)nor any rights granted by this
Agreement to the County shall be assigned,transferred or otherwise disposed of by the County, in
whole or in part, without the prior written consent of HTE.
2.7 LIABILITY
Because of the difficulty in ascertaining damages, it is agreed that HTE liability to the County for
any losses or damages,whether direct or indirect arising out of this Agreement,shall not exceed
the total amount billed and billable to the County, 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.
2.8 SEVERABILITY
Each provision of this Agreement is severable from all other provisions of this Agreement and, if
one br 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,however, if
Paragraph 2.5 shall be declared invalid. County 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)months after termination
of this Agreement,the County 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 State of 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.
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2.12 FINAL AGREEMENT
This Agreement supersedes all prior Agreements and understandings between HTE and the
County 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:
Authorized for the County: Authorized by H.T.E.,INC.
By Y . BY:
Susan D.Falotico
I Vice President/Controller/
In0.gor Pro tun to -to-et, Chief Accounting Officer 10/30/97
Title ✓✓ Date Title Date
REMIT PAYMENT TO:
HTE, INC.
_.. P.O. BOX 628258
Orlando, Florida 32862-8258
•
(SEAL)
t, ATTEST: DANNY L. KOLHAGE, CLERKL
gk L n t APPROVED ,S TOF•RM
_ 1 Q. Ll 6i `/�W�1Mlu4J AND = • SUFFICI,
DEPUTY CLERK
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