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Item J15 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: July 17,2002 Division: Growth Management Bulk Item: Yes X No Department: Building and Code Enforcement. AGENDA ITEM WORDING: Approval of an Addendum to the Software License Agreement between Monroe County and Sungard Pentamation, Inc. to upgrade the permitting software and provide onsite training to the Building and Code Enforcement Departments. ITEM BACKGROUND: On January 14, 1999 the BOCC approved a Software License Agreement with Pentamation Enterprises for $116,019 to replace the AS400 computer system which was not Y2K compliant. The Addendum for the software upgrade and training is for an additional $58,309. The Pentamation Enterprises Software is a proprietary system and as a result they are the only vendor that can provide the services requested. PREVIOUS REVELANT BOCC ACTION: On January 14,1999 the Board approved the execution of a software license agreement with Pentamation Enterprises to replace the AS400 computer system. CONTRACTIAGREEMENT CHANGES: Increase the amount payable to Sungard Pentamation, Inc. by $58,30010 $174,,319. STAFF RECOMMENDATIONS: Approval TOTAL COST: $~8,300.00 BUDGETED: Yes X No COST TO COUNTY: $58.300.00 REVENUE PRODUCING: Yes No X AMOUNT PER MONTH NI A Year NIA DIVISION DIRECTOR APPROVAL: OMB/Purchasing ~ Risk Management _X_ (( 4~{JH~ Timothy Jl MCGariy~P APPROVED BY: County Atty X ,_/ DOCUMENT A TION: Included X To Follow Not Required_ DISPOSITION: AGENDA ITEM # J 6 Revised 2/27/01 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Sungard Pentamation, Inc Contract # Effective Date: Expiration Date: Contract Purpose/Description: Upgrade the existing software license used by the Building Department and Code Enforcement and provide on site training. Contract Manager: Joseph Paskalik 2574 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on July 17, 2002 Agenda Deadline: CONTRACT COSTS Current Year Portion: $ 58,300.00 148-51001-530-340- Total Dollar Value of Contract: $ 58,300.00 Budgeted? Yes[g] No D Account Codes: Grant: $ NIA County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $3,300/yr For: Support Services (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Division Director Changes 1te/n Needed , 9 (fl/ YesD No~. \] .~"\ .'\\ ,(. () " .~ 7 ,._1 I. .' /'~-L-. Risk Management 7 _/..[).,.i-- YesD No0 O.M.B./Purchasing 7~ YesD No0" i~,. /) { VL---L~/L, ~ County Attorney YesD No~ Comments: OMB Form Revised 2/27/01 Mep #2 Date Out ? c;fe 1- .-C~ 7. 3-02: ~:g5P~;Mo~~Oe Co Grc~T~ VO~ . .:>0::- L.7.==' 4Cl\.J~ SUNGARD PENT AMA TION INC. ADDENDUM Name aDd Address of CHent: Monroe County Regional Services Center 2798 Overseas Highway Marathon, FL 33050 Telephone: (305) 289~2574 Attn: Joe Paskalik Licensor: SunGard Pentamation lne 225 Marketplace Bethlehem, PA 18018 Telephone: (610) 691-3616 Fax: (610) 861-9323 l. SWlGard PentanJabon and Client agree to amend their existing license agreement daled January 14, 1999, to add the following as attached heretl) and pan of this Agreement All tel'ms and cODditions of the existing agreement shall remain in effect (with the ex.ceptiun of prices ilnd payment teIDJS indicated herein). Payment teons are as follows: 25% will be due upon cx~cut;on of agreement. 75% due upon delivery of software. Pentamation will ship to Client application ~oftware upon receipt of executed agreement. Penlamation may refer services under this addendum to Pentasun Professional Services LLC. PenrasUD contractors will adhere to the terms ofthi~ contract and to thc same policies and standards as SunGard Pcnta.mation staff. Pentasun contractors will contact the Client only after a referraJ from SunGard Pentamation management. If services are provided by 8 Pentasun consuhant, Client organization will be invoiced for those services and any a:isociated reimbursable expenses directly by ?enta!lUn. IN WITNESS WHEREOF AND INTENDING TO BE LEGALt Y BOUND, the parties have caused this Agreement to be signed by its duly authorized officer. MONROE COUNTY REGIONAL SERVICES CENTER, Fl. SUNGARD PENTAMA TION INC By: (Authorized Signature) By ~~d- t' Br e J. Bruzgo (Title) Vice PresideDt of S.ales ,md Marketing (Title) (Date) July 2. 2002 (Date) 06102 - 149 SUNGARD Pentamation Inc. Monroe County, FL ATTN: Joe Paskalik 07/09/2002 Encompass 4.0 Upgrade Cost Summary Q!r: Description Unit $$ Total $$ 1 System Installation Services $ 5,000.00 $ 5,000.00 3 Data Conversion $ 1,200.00 $ 3,600.00 2 User/Database/Printer Setup $ 1,200.00 $ 2,400.00 1 Encompass 4.0 Training (10.75 day's, see attached) $ 1,200.00 $12,900.00 1 Implementation Planning $ 1,500.00 $ 1,500.00 1 One-Stop-Shop On-Line License Fee $12,000.00 $12,000.00 1 ACTion OnLine Interface $ 4,500.00 $ 4,500.00 1 One-Stop-Shop Installation/Set-Up $ 3,600.00 $ 3,600.00 1 One-Stop-Shop On-Line Training (I-Day) $ 1,200.00 $ 1,200.00 1 One-Stop-Shop Annual Support $ 3,300.00 $ 3,300.00 1 GIS (ESRI) Interface License Fee $ 3,500.00 $ 3,500.00 3 GIS Interface Installation/Set-Up $ 1,200.00 $ 3,600.00 1 GIS Interface Training (I-Day) $ 1,200.00 $ 1,200.00 Please sign and return with Purchase Order if applicable. Authorized Signature: Date: P.O. # Contact: Dennis M. Brennan (866) 905-8989 (610) 691-1031 FAX brennden@pentamation.com www.pentamation.com ~~;n;u1;i..\'~;" . CERTIFICATE NUMBE< CLE-000496414-C THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED III THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. !~':'.l~~;~:':~Jt~i,;r.);~~ii;;~~~~":-~~~~- ,):;'<;[';::i'WFkriS'-'i!:J;,-F'if" t~~~g~~~~~~ PRODUCER MARSH USA INC. TWO LOGAN SQUARE PHILADELPHIA, PA 19103-2797 ~;~~~~~~t~f~l~~~l~~"<' COMPANIES AFFORDING COVERAGE COMPANY A TRAVELERS INDEMNITY OF ILL. 192 -RECOV-GAWUP- INSURED SUNGARD PENTAMATION INC. PART OF SUNGARD DATA SYSTEMS INC. ATTN: MIKE HENNING 225 MARKET PLACE BETHLEHEM. PA 18018 COMPANY B TRAVELERS CASUALTY OF CT. COMPANY C N/A COMPANY o lqQY!,lf.a~~;;-'~::~ ,_.~"t~'S"~ . "tld:~1'~nY7i{~.t9~''''''1'SS at~~"r."et.. ~~~~~;~{ THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDmON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS. I CO I LTR POUCY EFFECTIVE I POUCY EXPIRATION DATE (MMIDDNYI DATE (MM/DDNY) TYPE OF INSURANCE PDUCY NUMBER UMITS A GENERAL L1ABlUTY X COMMERCIAL GENERAl LIABILITY T JGLSA823K0073 ClAIMS MADE [8] OCCUR OWNER'S & CONTRACTOR'S PROT 05/01/03 GENERAl AGGREGATE 1$ PRODUCTS - COMP/OP AGG S PERSONAL & AOV INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) S MED EXP $ COMBINED SINGLE LIMIT S 05/01102 X A B AUTOMOBILE LIABILITY 05/01/03 05/01/03 TJCAP823K0061 (AOS) T JCAP823K0097(TX) 05/01/02 05/01/02 X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS DEDUCTlBLES: COMP:ACV LESS $1000 X UTO PHYSICAL DAMAGE COLL:ACV LESS $1000 BODLYINJURY $ (Per person) BODILY INJURY (Per llCCidlInt) PROPERTY DAMAGE GARAGE UABIUTY ANY AUTO AUTO ONLY - EA ACCIDENT OTHER THAN AlITO ONLY: EACH ACCIDENT AGGREGATE EACH OCCURRENCE AGGREGATE EXCESS UABIUTY A A UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS' UABlUTY 05101/03 05101/03 X I TORY LIMITS EL EACH ACCIDENT EL DISEASE-POLICY LIMIT EL DISEASE-EACH EMPLOYEE $ TC2JUB189K4495(AOS) lRJUB823K0085(AZ,MA. WI) 05/01/02 05/01/02 THE PROPRIETOR! PARTNERS/EXECUTIVE OFFICERS ARE: H X INCl EXCt DESCRIPTION OF OPERATIONSlLOCATIONSNEHICUSISPECIAL ITEMS (UMITS MAY BE SUBJECT TO DEDUCTlBLES OR RETENTIONS) 2.000.C 1,OOO.C 1,000,0 1,000.0 1,000.0 10,0 1,000,0 $ $ 1,000,0 1,000,0 1,000,0 ~c;F~1;'EJC~lEHat:DER:7~J.'_~~;~15~,,~=,.::;~'e'l'N:C~~~iH&_~-!r~:';;Z'~.~~ {-~...;",.,~-",.~~~ ..: ,. ~"l'~-"'.""'."",,,...r.~!.~~*_.._....,...;,;:i!h - ~):,;.r"'.-"""""'.._.' .....,....~ ..._.....,.;'"..<~_-..........-~:;..::";.~\..~:r:.r~.;n. . "'~:__-t..__....t.... . '..- - --..~_.._"'"',...'"'(..4..~___<,-~..rl...;.c.1.."...:-_'tt. . . .:..-~>Q'..--,~.......,.--............._..'.,...~.-..~~~iM ., :.t.-..:~.......... '.. SAMPLE SHOULD ANY OF TIlE POUC1ES DESCRIED HEREIN 8E CANCEU.ED BEFORE TliE EXPIRA TlON DA 1l! THE THe INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL .....1n... DAYS WRITTEN NOTlCE T< CERTlFICA 1l! HOlDER NAIED HEREIN. BUT FAIUJRE TO MAIL SUCH N011CE SHAU. lY'OSE NO 08lJGA T1 UABIUTV OF AN'( KIND UPON lME INlIUlER AFFORDING COVERAGE. ITS AGENTS OR REPRESeNT A rIVEs. ~~~t~~~1;\~~~~~\~)~ib~.~g~~l~'" .. .'.......Q -.' 9n~ J.Je....eJ.ft 'J.. ..~'~:.-'.--:.. :;::.~:::~.- PENTAMATION ENTERPRISES, INC. ~ ...... \D '"T'J o '- \D - ::r:: l" ..,., r- ::0 (") ?~ rT'I ", 0,""- CD 0 rr-!:;J:-< Licensor: PentalI18tion ~te~se...,~c. 225 Mali~~ :;0 Bethle~, ~ 1~ ::0 Teleph~t1l0) fi:21-3(L9 ..,., :> .. 0 r- c> .z:- :::0 "!> I'Tl N 0 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 computer software programs listed in Appendix 1 of this Agreement on Licensee's computer system(s). This License includes the right to use the related written materials for the licensed software programs such as user manuals. The licensed software programs and related written materials are hereinafter collectively referred to as the "Licensed Systems". Unless the source code is purchased by the Licensee under the tenns of this Agreement or an Application Software Maintenance and Support Agreement, this license is for tbe use of object code programs only. SOfTWARE LICENSE AGREEMENT Name and Address of Licensee: Monroe County 1200 Truman Avenue, 2m Floor Key West, FL 33040 Telephone: 305-294-4641 1. License of PENTA MA TION Aoo/icotion Proerams A. The License granted under this Agreement authorin,;; the Licensee to possess and use ~Iely for its own use copies of tbe Licensed Systems on the computer system(s) identified in Appendix]. The Licensed Systems may not be used to process 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 the PENTAMATION User Manuals. The responses in the Application Software Specifications section of PENTAMATION'S proposal represent its best professional judgment in response to the Licensee's stated software requirements. However, there is the potential for multiple interpretations of the stated requirements. PENTAMATION'S Specifications and User Manuals contain a detailed description of the features and functions of the proposed software, and therefore, will serve as the sole 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, it 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 PENT AMA TION. E. The Licensee recognizes that the Licensed Systems are confidential and trade secret property which is proprietary to 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 hy 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 he 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 frum disclosure under Florida puhlic 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 PENT AMATION. Licensee will take reasonahle steps to protect the security Governmental Resource Series 12/98 of the Licensed Systems, and will inform all employees, agent.. and representatives who utilize the Licensed Systems of this requirement. G. Within thirty (30) days after the date of discontinuance of the license granted under this Agreement, the Licensee will furnish PENT AMA TION a written certification that through its best effort, and to the best of its knowledge, the original and all copies, in whole and in part, in any form, including partial copies and modifications, of the Licensed Systems have been returned to PENTAMATION or destroyed, except that, upon prior written authorization from PENTAMATION, the Licensee may retain a copy for archival purposes only. 2. Aoolication Pro/lTam Imolementation 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 PENT AM A TION Application Programs will be deemed completed when operational according to the 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's files in ASCII format and on media readable by the new hardware. Licensee shall also provide current file record descriptions and file layouts to PENTAMATION. The fee for file conversion services i!' set forth in Appendix 2. 3. Warrantv A. PENTAMATION warnmts that it is the sole owner of or has full power and authority to grant the License provided for 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. PENT AMA TION will indemnify and hold Licensee harmless from and against any 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 shipped to tbe Licensee. In the event of a defect in a Program, PENT AMA TION'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 by equipment or programs not supplied by PENTAMATION or where equipment used by Licensee has not been approved by PENTAMATION. The foregoing warranty shall also not apply to other causes heyond PENTAMATION'S control such as 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 hrought by either party more than one year after the cause of action has accrued, except that, an action for non-payment may he brought within one year after the date of the last payment. D. In no event will PENT AMA TION he liable for indirect or consequential damages even if PENT AMA TION has been advised of the possihility of such damages. Governmental Resource Series 12/98 4. Pavmenl Terms A. The Licensee agrees to pay PENT AMA nON the license fee charges as set forth in Appendix 1. B. Invoices not paid within thirty (30) forty-five (45) days of the invoice date shall bear interest at the rate of ~ 1 % per month beginning thirty (30) forty-five (45) days from invoice date. C. Installation, training and technical service invoices shall be submitted by PENT AMA nON as incurred, shall be paid within thifty (30) 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 Licensed Systems by the Licensee, including, but not limited to, property, sales, or use taxes, shall be the sole responsibility of the Licensee, and, where applicable, shall be added to PENTAMATION'S invoice. 5. licensee ResDonsibilil\l A. The Licensee shall be exclusively responsible for the supervision, management, and control of its use of the Licensed Systems, including, but not limited to: (1) assuring proper machine configuration, program installation, audit controls and operating methods; (2) establishing adequate backup plans based on alternate procedures in the event Licensed Systems malfunction; (3) implementing sufficient procedures and checkpoints to satisfy its requirements for security and accuracy of input and output as well as restart and recovery in the event of malfunction; (4) informed use of output insofar as technical expertise or professional judgment is required; and (5) maintenance and distribution of ~y.;tem passwords. B. Licensee will provide at its expense the computer hardware system necessary for its use and operation of the Licensed Systems, operating system software, hardware and operating system software maintenance, diagnostic modem of 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 in place prior to installation of the Licensed Systems. C. The Licensee will appoint an individual to serve as a central liaison with PENTAMAnON. Licensee will appoint an individual to have the responsibilities of System Administrator as included in Appendix 3. Licensee is also obligated to 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 the initial installation visit. A current and valid contract must be maintained as long as the Licensee and PENT AMA TION have 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 Licensee and PENT AMA TION have an Application Software Maintenance and Support Agreement in effect. F. Licensee will be responsible for the costs of travel, lodging, and relatecJ expenses for training and support provided by 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 PENT AMA TION, and any assignment, sublicense or transfer shall, in the absence of such consent, automatically and immediately terminate the License. Subject to 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 Wthis AgreementW as used herein includes all Appendices and Addenda, and any future written amendments, 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 be deemed omitted. D. Licensee and PENTAMATION mutually agree not to engage in any recruIting efforts with the other party's personnel 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 PENTAMATION under this Agreement. PENT AMA TION will designate an officer or employee as its agent to receive all written notices 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, or additions to the Licensed Software shall be covered by a separate agreement or purchase order mutually agreed to by the parties. G. The Licensee acknowledge,> that it has read this Agreement, understands it and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the Agreement between the parties, which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. H. Dispute Resolution aftt! Csmrml~8r'Y Amitreti8ft a. Nel!otiation Between Executives. The parties shall attempt in good faith to resolve disputes or claims arising out of or 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. Within twenty (20) days after delivery of said notice. such executives of the parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within sixty (60) days of the original notice, or if the parties fail to meet within twenty (20) days, any party may initiate arbitl'fttisft sf the 6Sfttrs. eP!l)' 8r elaim as pf6'lised hereafter further action as appropriate. All negotiations pursuant to this clause are confidential and shall be treated as settlement negotiations for all purposes. b. Biftsift!!: Amitl'ftti6ft. If a t!isrntte is net re;~8IyetlI"HrsHaftt t8 paragral"h 9.11 8h6'.-e, the t!ispHte mHst then he sHl"nitted fer final tJispssitisn by 8rbitratifm 6snsHetetl eXI"~iti6Hsly ift aeesfflaft66 ....ith th~ United Shttell ,\rbitratisn ,~.et, 9 V.S.C.!. The "artie..~ fHrther agree not te esmmenee afty sHit, aetisn 8r preeeetliftgll 8t 18W 6r eqHity artsiftg SHt sf this &gfeelftElnt afts this agreement mllY he pre_lcnted liS II eeml"l~te aef<fflse ts an)' sHeh litigati6n. The arbitl'ftti6n pre.tisisns esntained herein shall sttrvive the tcfffiinatisn sr (')xl"iratisn ef this eSfttrltet. The arbitratisn I"reeeetliftgs shall be hela in Bethlehem, }lsfthamptsft C8Hnty, Per\flsyh ania, lIftt! the lIrhitratsril shall al"ply Peftns}'lvltni8 18";. The arbitreti6n shall b6 esnElHetetl in aeesra8nee with the mle:l fer eemmereitli Iitigatieft af thG Amerieaft !.mitrlltiaft As:mei8tisft. ,\ Elemafts fsr 8rbitrati6n shall be maElc by a I"arly ift writing lIl"Sft th~ ather 8HGr eXI"ifllti6ft ef the peri6EIs 1'1'6 iiEled ift I"ara~ral"h 9.a 8bavG. ThG f1emftftfl shall iftdHaG thG n8nle sf the afflitfftter :;te1~ted h) the rarty t!cmaftfling arbitl'fttisft, 16gethtJf .. ith It slltlemeftt 6f the mlltters in contra'lerS}. Within t'Nenty (~Y:;l af Rueh tlcm8ncJ, thG ether 1"8rt)' shall nf!lflG an arbilrater. The arhitraters named shall seleet 8 third neutral tlrbitffttor. If thG other party fail3 to ftaftle: 11ft Ilrhitralm, thG IIrhitffttor :-Ihall h<l Itl'l"einted by the United Stftlt:S Diatfiel C8urt, E8:ltem Distriet 8'- Pcftft:;yl\'ttnilt. Eaeh p8ft)' shal] bear itl e-'<'ft arhitrati8n casts aftt! eXl'enses, 8ftt! the eO:l!:. lint! cXl'oftSe:l of lh~ arbitrater seleeted b)' it anti 50% ef the e63t3 ant! exren.les sf the neHtrltl arbitfftter. hltlgmeftt ttl"8ft the awftrcl of the arhitraters m8)' he entereEJ ift 8fty eSHft of e6ml"etent jttri3dieti8ft. I. This Agreement will be interpreted and construed in accordance with Florida law. Governmental Resource Series 12/98 7. Tenn 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. EXDort 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 he deemed a third party beneficiary of this agreement including but not limited to Paragraphs I.e, 3.a and 3.c above. lO.Pentamation warrants that the application software will be, to tbe best of our knowledge, Year 2000 compliant. 11. Attachments The following attachments attached to this Agreement are incorporated herein: Appendix 1 Appendix 2 Appendix 3 Licensed Systems Application Software Implementation Services System Administrator Job Responsibilities Agreement is made this I~ +1, day of Januarv / 1991 ~ ~--~ ,.--.. ......, IN WITNESS WHEREOF, and intending to be l<ega11~:.~.~ ;- .iiRe parties have caused this Agreement to be signed by its duly authorized officers. , ~ _(M7 " t}-- <~L'~ f '. \ ...J""..l _ ~ .-'. , . ~ ".=':;". i"',': : , _..-" ;~. ./ , ' -~ &7 For MONROE COUNTY. FL CSEAQ '''~~ _~.'..' For PENTAMATION ENTERPRISES. INC. :ttTOK~~~K . Executed by: DEPun.~!~,~X _ am.14.,O Authorized Signature JS V c. kk-- Authorized i':lature Donald V. Appleton President and C.O.O. Pentamation Enterprises. Inc. 22S Marketplace Bethlehem. PA 18018 (610) 691-3616 Name/Title . ...~- ~.~.., 'tV' "-'-_, _ .' _ '" _ mOo/Dr' / ~h'i,rm;J..n ~ame/Title /-1'-1-" Date Jo!JI19Y I Dcite 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: $37,944 . 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: -$116.019 , , Optional Application Server Installation, Setup and Network Verifications (on-site) $4,000 ! . SCO UNIX Training 3,000 APPENDIX 2 Application Software Implementation Services Application Number of Days 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) 3 7 3 5 9 4 ~ 12 4 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. PENTAMA TION ENTERPRISES, INC. AGREEMENT FOR BASIC APPLICATION SOFTWARE MAINTENANCE AND SUPPORT Name and Address of Licensee: Monroe County 1200 Truman Avenue, 2nd Floor Key West, FL 33040 Telephone: 305-294-4641 Licensor: Pentamation Enterprises, Inc. 225 Marketplace Bethlehem, PA 18018 Telephone: (610) 691-3616 Payment of the itemized annual fee shall entitle Licensee to specified application software maintenance support services, on the following terms and conditions, and is subject to renewal each year. Services will be provided by PENTAMATION Enterprises, Inc. (PENTAMATION). PENTAMATION may terminate this Agreement for cause if the Licensee fails to comply with any of the terms and conditions of this Agreement or with any of the terms and conditions of the License Agreement for any of its software products. PENT AMA TION reserves the right to withhold services pending full payment of fees. 1. AppUcation Software Maintenance and Support A. PENTAMATION Application Software Maintenance and Support will be provided to Licensee when the Licensee begins processing data using the Application. PENTAMATION Application Software Maintenance and Support will be provided by PENTAMATION to Licensee for the charges as shown in Appendix 1. The fee for this service varies by PENTAMATION Application, and each Application has a maximum number of support hours provided per year for the contracted fee as shown in Appendix 2. Should the total number of Support hours he exceeded in anyone year, additional Support Service may be provided at PENTAMATION'S then current hourly rates. The period for the rendering of these services shall he annual and shall be automatically renewed for an additional year unless either party gives at least sixty (60) days prior written notice to the other that such maintenance and support services are not to be renewed. B. For the purposes of this Agreement, the term" Application Software Maintenance and Support" for PENTAMATION Application Software means that PENTAMATION will: 1. Provide standard product enhancements when and as the same are developed hy PENTAMATION; PENTAMATION shall distribute to Licensee one copy of such product enhancements or corrected programs as soon as it is available. Licensee shall be responsihle for incorporating such enhancements in each copy of the applicable PENTAMATION Software licensed by Licensee. 2. Provide programming modifications mandated hy 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 within the intended capabilities of the product for the Payroll retirement and tax functions. and state financial reporting, if applicable. Reports will be 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 to tape media will be provided. 3. Provide assistance to Licensee in the use of the PENT AMA TION 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 amI provide Licensee with an alternate procedure or programming modifications to correct errors. PENT AMA TION shall distrihute to Licensee one copy of such product enhancements or corrected programs as soon as it is available. Licensee shall he responsihle for incorporating such enhancements in each copy of the applicable PENTAMATION Software licensed hy Licensee. All of tbe above services will be provided by telephone communication contact between PENTAMATION and Licensee. Licensee will be responsible for all data line telephone charges involved in providing Application Software Maintenance 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 J. All charges are payable by Licensee as a net amount due in 30 days from the date of invoice. All payments made by Licensee after 30 days from date of invoice 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 PENT AMA TION and Licensee. Licensee acknowledges its obligation to provide personnel having sufficient skills and experience to operate and manage the equipment and/or programs heing provided to obtain the desired results. B. The Licensee will be responsihle to provide a dedicated dial-up line with a modem of PENT AMA TION specifications (contact Pentamation's Engineering Services for the current recommended diagnostic modem) on the Licensee's computer equipment and a "superuser" system log-in account for PENTAMATION'S use in support of this Agreement. C. The Licensee will be responsihle to provide a QIC, 4mm OAT, or 9-track tape drive which will be used to install new software releases, updates, enhancements, etc. D. Licensee will be responsible for the reasonahle costs of travel, lodging, and related expenses for training and support provided by PENTAMATION to personnel at Licera"ee'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 Support 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 responsihle for the supervision, management, and control of its use of the Licensed Systems, including, but not limited to: (1) assuring proper machine configuration, program installation, audit controls and operating methods; (2) estahlishing adequate hackup plans based on alternate procedures in the event of computer system malfunction; (3) implementing sufficient procedures and checkpoints to satisfy its requirements for security and accuracy of input and output as well as restart and recovery in the event of malfunction; (4) informed use of output insofar as technical expertise or protessional judgment is required; and (5) maintenance and distribution of system passwords. 4. General Terms and Conditions A. Licensee agrees that if PENT AM A TlON makes non-standard application software changes and/or screen changes requested by the Licensee to meet the unique needs of the Licensee or if the Licensee has application software changes or screen changes made by non-PENT AMA nON employees, this may affect the ability of PENT AMA TION to perform future responsibilities to Licensee for Application Software Maintenance amI Support. Licensee furtht:r agrees that these non- standard changes may require PENT AM A TION 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 rt:solving disagreements among hardware, operating system, and application software support personnel regarding the origin or solution of system problems. In this case, PENT AMA TION will t:ither correct tht: reported prohlem or will provide evidence that the problem is not related to PENT AMA TJON Application Software and direct the Licensee to the appropriate party for resolution. If it is determined that the reported prohlem is not related to PENT AMA TlON Application Software, the Licensee may be charged for consulting services at PENT AM A TION 0 S stand~'rd rate, plus expenses. Consulting services required to repair data necessitated by hardware prohlems, operating system software prohlems, acts of God, or improper use of the system(s) (as defined in the user's manuals amI Pentamation update hulletins) are not included as part of this agreement. C. PENTAMATlON will, at its option, furnish Licensee with applicahle PENTAMATION Standard User Documentation in machine-readahle form or via one printed copy. D. Neither PENTAMATJON nor Licensee will assign this Agreement or any right hereunder to any person, firm. or entity without the written consent of the other; such consent will not he unreasonably withheld. E. Neither party wiIl be liable to the other for any indirect, special, incidental, or consequential damages. In no event will PENT AMA nON be liable to Licensee for any breach of this Agreement for any amount in excess of the aggregate amount 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 as 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 mutuaIly agree not to engage in any recruiting efforts with the other party's personnel without receiving written consent from the individual employee's management. 5. Appendices The following appendices attached to this Agreement are incorporated herein: Appendix "1" - 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 partie..<; concerning the subject matter hereof, and there are no other promises, agreements, guarantees. or warranties. oral or written. All modifications to this Agreement must be in writing and signed by both parties. IN WITNESS WHEREOF, and intending to be legally hound, the parties have caused this Agreement to be signed by its duly authorized officers. " ' . ""'~ ~ < .; .--;: "";\-\ FOR MONROE COUNTY, FL: ~. FOR PENTAMATION ENTERPRISES, INC: Executed By: tsEAlJ ATrES'r.DAA'NY'. .'"........ .,"'.r.! ..~^ ~a. ~'O ~~:~)J~~ t..:, ~..:' -- . - ~ - ~"~Il"yo.....~~~ ....~ Authorized Signature Auth Signature Donald V. Appleton PlesideDt and C.O.O. .......~OD Bnterprises.1ac. 22S Marketplaco Bed1lcbem. P A 18018 (610) 691-3616 m ~~ur / C- herr- ~ r """ "" '"' arne/Title NamelTitle L-\~-~~ Date ) tJ!JI / ~:f Dkte I 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. Aoolication Menus/Shells Encompass Contractor Licensing Code Enforcement ACTion!! Communication Tracking Cash Receipting Interface Annual Fee Total: $ 180 2,520 560 1,260 1,680 630 ~ Year One DatabaseITooI Maintenance $5,318 Optional seo UNIX Phone Support $3,600 APPENDIX 2 Governmental Resource Series Maximum Support Hours Per Contract Year . Men ulS hell s . Encompass . Contractor Licensing . Code Enforcement . ACTion!! Communication Tracking . Cash Receipting Interface *Not to exceed 40 hours APPENDIX 3 CUSTOM PROGRAMMING SERVICES 1. Geneml Tenns 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.