Resolution 037-1988
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George Harper
Information Systems Director
RESOLUTION NO. 037 -1988
A RESOLUTION AUTHORIZING THE MAYOR OF MONROE
COUNTY, FLORIDA, TO EXECUTE A MAINTENANCE
AGREEMENT BY AND BETWEEN WPS DEVELOPMENT,
INC. AND THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, CONCERNING SOFTWARE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, that the Mayor of Monroe County is hereby
authorized to execute a Maintenance Agreement by and between WPS
Development, Inc. and the Board of County Commissioners of Monroe
County, Florida, a copy of same being attached hereto, concerning
software.
PASSED AND ADOPTED by the Board of County Commissioners of
Monroe County, Florida, at a regular meeting of said Board held
on the 19th day of January, A.D. 1988.
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BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
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MAYOR/CHAIRMAN
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BY:
(SEAL)
Attest: DANNY L. KOLHAGE, Clerk
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MAINTENANCE AGREEMENT
This is an AGREEMENT between WPS DEVELOPMENT, INC., a Wisconsin
corporation with its principal office at 504 North Adams Street, Green Bay,
Wi scons i n 54307 ("WPSD"), and BOARD OF COUNTY COMMISS lONERS OF MONROE COUNTY,
FLORIDA with its principal offices at Key West, Florida ("User").
WPSD and User have entered into an Agreement with respect to use of
certain Software; and
User also desires to secure maintenance services from WPSD with
respect to such Software.
Accordingly, the parties agree as follows:
I. DEFINITIONS
1.1 "Licensed Software" shall mean the Software identified in
Appendix A hereto, and as further specified in the IFM Program Products License
(hereinafter referred to as "User Agreement").
1.2 "Proaram Fixes" shall mean minor corrections to the Licensed
Software to correct deviations in the Licensed Software. Such Program Fixes
shall become part of the Licensed Software.
1.3 "Proaram Uoqrades" means new versions of, or additions to, the
Licensed Software by WPSD which improve its operating performance but do not
add to or alter its basic function(s). Such Program Upgrades shall become part
of the Licensed Software.
1.4 "Proaram Modifications" means new versions of or additions to
the Li censed Software wh i ch add to or alter the funct i on (s) of the Li censed
Software and new Software modul es or products adapted to interface wi th the
Licensed Software and add to or alter the function(s) of the Licensed Software.
1.5 "Custom Apolications of the Licensed Software" means any change
or modi fi cat ion in the Li censed Software requested by the User, other than
Program Fixes.
1.6 "Related Aoolication" means Program Modification which WPSD, in
its sole discretion, deems particularly related to the Licensed Software.
II. SUPPORT
WPSD shall during the term of the Maintenance Agreement:
2.1 Make all reasonable efforts to provide those Program Fixes, if
any, that are necessary to conform the Licensed Software to the specifications
set forth in Exhibit A to the User Agreement; provided User provides WPSD with
written notice specifying with particularity the apparent error in the system
and the manner in which the Licensed software deviates from the specifications.
2.2 Provide technical advice and assistance on the interpretation of
the documentation associated with, or gUidance on the use of, the licensed
Software by telephone or telefax during normal WPSD working hours.
2.3 Deliver to User any Program Upgrades made available to others.
The following items, among others, however, are specifically excluded as
Support under this section of this Maintenance Agreement:
(a) interpretation of program results:
(b) assistance with questions related to computer hardware and
peripherals which are not related to the use of the Licensed Software:
(c) assistance with computer operating system questions not directly
pertinent to the Licensed Software or Program Modifications;
(d) data debugging and/or correcting;
(e) services necessitated as a result of any cause other than
authori zed ordi nary and proper use by the User of the Li censed Software,
including but no limited to neglect, abuse, unauthorized modification,
unauthorized maintenance or electrical, fire, water or other damage; and
(f) consulting regarding custom applications of the Licensed
Software or regarding Program Modifications.
III. CUSTOM CONSULTING
3.1 During the term of this Maintenance Agreement, WPSD shall
provide to User up to a maximum of forty (40) hours per year of consulting or
development services related to the Custom Application of the Licensed
Software.
3.2 All travel and miscellaneous expenses incurred in connection
with such custom consulting services shall be paid by User, as set forth in
Appendix B.
3.3 Such custom consulting services shall be provided in a timely
manner and shall be provided either on User's site or at such other location
designated by WPSD.
3.4 Any Program Modification resulting from such custom consulting
or development services shall become part of the Licensed Software.
IV. NEW RELATED APPLICATIONS
4.1 During the term of this Agreement, WPSD shall, after each
anniversary of this Agreement, advise User of Related Applications, if any,
first made available to others during the preceding year. User may select one
such related Application to become part of the Licensed Software, and subject
to the terms of the User Agreement.
V. USER GROUP MEETINGS
During the term of this Maintenance Agreement,
5.1 User shall be entitled to registration of two (2) persons at any
regularly scheduled User Group Meeting sponsored by WPSD. Such registrations
shall be without charge. Other costs of attending such meetings, including
transportation, meals and lodging, shall be borne by User.
VI. SPECIAL SERVICES
WPSD shall provide to User such Special Services, if any, set forth in
Appendix C.
VII. CHARGES
7.1 User agrees to pay WPSD the initial annual charge for the
services in such amounts and at such times as set forth in Appendix D to this
Maintenance Agreement. After the first anniversary of this Maintenance
Agreement, charges may be revised for successive years upon one hundred twenty
(120) days' written notice.
VIII. LIMITATION OF LIABILITY
8.1 WPSD warrants that the servi ces performed hereunder wi 11 be
performed by trained personnel. THIS WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF NON- INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.2 WPSD's liability for damages arising under this Agreement shall
be limited to the amount of charges paid by User to WPSD pursuant to Section
I I I hereof. IN NO EVENT SHALL WPSD BE LIABLE FOR ANY INCIDENTAL, INDIRECT,
SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST
PROFITS) ARISING OUT OF OR RELATED TO THE SUPPORT AND SERVICES PROVIDED
HEREUNDER BY WPSD, EVEN THOUGH WPSD MAY HAVE BEEN ADVISED, KNOW OR SHOULD HAVE
KNOWN OF THE POSSIBILITY OF SUCH DAMA~ES.
IX. TERM AND TERMINATION
9.1 The term of this Maintenance Agreement commences upon execution
hereof by WPSD and shall continue until terminated.
9.2 This Maintenance Agreement shall be terminated upon termination
of the User Agreement and may be terminated by either party upon ninety (90)
days' written notice.
X. MISCELLANEOUS
10.1 Any notices required or permitted under this Agreement shall be
sent by certified mail, return receipt requested, to the parties at their
addresses set forth above, or to such other address as ei ther may speci fy to
the other in writing.
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10.2 This Agreement contains the entire understanding of the parties
respect i ng the subject matter hereof and supersedes all previ ous verbal and
written agreements. Thi s Agreement may not be modi fi ed except by a writing
signed by the party to be charged.
User: Board of County
Commissioners of
Monroe County Florida
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Attest:DANNY L. KOLIIACE, Clerk
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WPS DEVELOPMENT, INC.
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Appendix A
Licensed Software
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Appendix B
REIMBURSABLE EXPENSES
User shall be obligated to reimburse WPSD for expenses to the extent
incurred in the performance of the services and only as hereinafter provided.
All charges for reimbursable expenses must list the purpose and payee and all
such charges require a receipt.
1. Travel Expenses and Living Allowances
(a) User will reimburse WPSD the direct cost to WPSD for employee
travel away from the employee's base office area when this
travel occurs as a result of the performance of the services for
User. Travel costs include reasonable and necessary
transportation, meals, lodging, and related expenditures.
(b) Unless otherwise agreed beforehand, travel costs occurring when
two or more customers are involved shall be prorated in direct
proportion to the percentage of work time actually devoted to
each customer's project during such travel.
2. Outside Services
services.
WPSD shall obtain prior approval from User before engaging outside
3. Miscellaneous
(a) User will reimburse WPSD for other direct costs or expenses as
may be incurred by WPSD not specifically mentioned herein and
required for completion of the services, with prior approval of
User.
(b) No charge shall be made against this Agreement for any acts or
services rendered by WPSD prior to the date of execution of this
Agreement by both parties, or prior to the starting date of the
services, whichever date is later.
(c) No charges will be made for WPSD's offices and related support
personnel.
(d) No reimbursable expense as defined in Sections 1 or 3 of this
Appendix shall exceed any limitation defined by Florida statute.
Appendix C
Special Services
Ouri ng the term of thi s Maintenance Agreement, WPSO shall compil e for
User, Fortran Programs as required for use in connection with the Licensed
Software. Such compilation shall be performed either at User's site or such
other location designated by WPSO.
"
Appendix 0
PAYMENT
User shall pay WPSD $1,584, which is payable in full to WPSD
annually. The first payment shall be due twelve (12) months from the software
delivery date (payment due date) and will cover the period encompassed by the
twelve (12) months following the payment due date.