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Resolution 277-1981 ;. p ....----'to RESOLUTION NO.277 -1981 RESOLUTION AUTHORIZING THE CHAIRMAN OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, TO EXECUTE AN AGREEMENT BY AND BETWEEN MONROE COUN:Y, FLORIDA AND MOORE DATA SYSTEMS, INC. BE IT RESOLVED BY THE BOARD OF COUNTY COt~1ISSIONERS OF MONROE COUNTY, FLORIDA, as follows: That the Chairman of the Board of County Commissioners of Monroe County, Florida, is hereby authorzied to execute an agree- ment by and between the County of Monroe, State of Florida, and Moore Data Systems, Inc., a copy of same being attached hereto. Passed and adopted by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 22nd day of September , A.D. 1981. BOARD OF MO COUNTY CO~1ISSIONERS COUNTY, FLORIDA By (Seal) Attest: ~PH W. wam, CLERK ~":~ l\\..P~ f).C Clerk · APPROVED AS TO FORM ~~~ BY ._.. ".. ~ Attorney', Offk:fJ .._____-- .../ 0J1-..1.., J;; i!uJ~~77 AGREEMENT THIS AGREEMENT, made and entered into this ~~ day of ~ crG/X (1(0 , 1981, by and between Monroe County, I Florida, hereinafter referred to as the "CLIENT", and Moore Data Systems, Inc., hereinafter referred to as the "CONTRACTOR". WITNESSETH: ~~EREAS, the CLIENT requires specialized electronic data processing services, and the CONTRACTOR, represented as a qualified supplier of such services; NOW, THEREFORE, the parties hereto do hereby mutually agree as follows: I. SCOPE OF SERVICES A. The CONTRACTOR agrees to provide such services as generally recognized as necessary for the implementa- tion and operation of the application software system(s) as identified in Addendum I, attached'and made a part of this AGREEMENT. These services are defined as follows: 1) On-site system(s) review of present procedures and processing requirement for the system(s). 2) Creation of a total Requirements Document for the system(s) to include a prose description of the functional requirements of the system(s), screen formats with accompanying legends, expected data '" elements, and system(s) report layouts with accom- panying legends. 3) Specific program coding, compiling, and testing necessary for operation of the system(s) as defined in the approved Requirements Document. 4) System(s) testing and demonstration to be performed at the CONTRACTOR's facilities prior to implementa- tion. 5) Program and system(s) documentation in three copies to include at a minimum a general narrative descrip- tion of each system, a narrative description of each program, input descriptions, input formats, systems flow charts identifying input elements, output elements, and programs and their relation- ship to one another, report layouts, report content descriptions, CRT screen formats, CRT screen content descriptions, file formats including descriptions of data elements, descriptions of programmed edit criteria and definition'of edit error messages, and source program listings. 6) Operations and User manuals sufficiently detailed to allow daily, monthly, quarterly, and annual opera- tion of all system(s) features and error recovery procedures, in three copies. 7) Implementation of the application system(s) and the COMMAND System on the NCR Criterion, operating in the V mode. 8) On-site software familiarization and operations training of all data processing personnel for the system(s) not to exceed two . weeks in duration. 9) On-site education and training of personnel in the understanding of and daily operation of the system(s) not to exceed two weeks in duration. 10) Additional data processing services as requested in writing by the CLIENT and mutually agreed to at a rate not to exceed the stated cost in Section IV, Paragraphs E and F, of this AGREEMENT. 2 . B. The CLIENT agrees to provide the following required items necessary for the successful completion of the services specified in Section I, Paragraph A, 1-10: 1) A project coordinator for the life of the project to provide liaison with the CONTRACTOR's project leader. 2) Appropriate personnel to assist in specifying user requirements in detail. 3) Reasonable work area for the CONTRACTOR's personnel when required for system(s) implementation. 4) Reasonable computer time and related facilities for CONTRACTOR's personnel when required for system(s) implementation. 5) Copies of existing master files on mutually agreed computer readable medium which are necessary to provide a basis for the new system(s). C. The CONTRACTOR agrees to provide the CO~munications MANagement Director (COMMAND) Software System in a manner suitable for operation on the NCR Criterion functioning in the V mode. Support services included are: 1) A four-day educational seminar for three employees to be held at the Corporate headquarters of Moore Data Systems, Inc. Z) Programming documentation 1n three copies suffi- ciently complete to enable installation and opera- tion. II. PROJECT SCHEDULE A. The CONTRACTOR agrees to provide the services as defined in Section I, Paragraph A, 1-10, and Para- graph C, 1 and 2, within a period not to exceed seven months from the date of this AGREEMENT. 3. B. The CONTRACTOR shall not be held liable for any failure or delay in performance under this AGREEMENT, if such failure or delay is due in whole or in part to any cause byond reasonable control of the CON- TRACTOR. Delays beyond the specified period which are mandated by the CLIENT will subject the unfinished portion to renegotiation. C. The CLIENT retains the right to extend or modify the scope of this AGREEMENT in writing through negotia- tion with the CONTRACTOR when it is deemed in the best interest of the County. I I I. T HiE OF PERFORMANCE A. The terms of this AGREEMENT shall take effect on the date of execution of this AGREEMENT. The provisions of this AGREEMENT shall cease to have effect upon completion of the services specified or by written consent of both parties. IV. COMPENSATION A. The CONTRACTOR will provide all services and deliver- abIes as described in this AGREEMENT and referenced Addendum I in one phase. Phase I: Financial Management Information System Payroll/Personnel System COMmunications MANagement Director (COMMAND) Phase I will be implemented for a fixed fee of EIGHTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($82,500). 4. B. The CLIE:\T ;t!~l"',':; to cO::;PClbdLL' the CO:;T;~j\CTU1': leI' 5 e r vie ,~ s r (: n d C' red u n d (; l' l' h : 1 S ',' 1 i II ,'1 ceo r d " i II C e \.:i t. 11 the f 01 1 ell'; L II g ~; c 11 c dill c : September 1981 $ 30,000.00 (Initial Payment) January 1982 8,750.00 February 1982 8,750.00 March 1982 8,750.00 April 1982 8,750.00 October 1982 17,500.00 C. The CONTRACTOR agrees to IHcpaT0 and sub2i t an invoice on 0 r b e for e the f i f tee nth ( 1St h ) day 0 f e a c h 1:10 nth fo llowing the ca 1 enela l' month during idli ch s e rvi ce 5 were provided. D. The CLIENT agrees to remit the net invoice amount 1vithin thirty (30) days of the . . lnVOlce. E. The CLIENT hereby agrees to compensate the CO~\TRACTOR for work performed and requested in writing which ex- - - ceeds the scope of this AGREEMENT in accordance with the following rates: Senior Analyst $45.00 per hour Analys L/ 1'1'0 gralTlllier 42.00 per hour Programmer 40.00 peT hour Travel and rca::~onablc per diem will be billed at actual cost. F . The co S t 0 f 5 C r v 1 C C SPy 0 v i J c cl b y ~ I 0 () y c I: a t as)' s t c J~; S , In c., IV h i c h exceed t 11 c :) cop c a f S c r vi c e S 0 r arc pcr- fanned at ;1 datc cxcceding seven months froiil date of i\CI~l:G1ENT, \..ill be sllhject to escalation. Such ,". J. escalation will be equal to the cost of living index as published by the United States Bureau of Labor, Department of Labor Statistics. V. TERMINATION A. If either party fails to perform in a timely manner its obligations under this AGREEMENT and its refer- enced Addendum within a period of sixty (60) days after receipt of written notice of non-compliance, the non-defaulting party may terminate this AGREEMENT. In such event, copies of all finished and unfinished documents, data, programs, and reports prepared by the CONTRACTOR under this AGREEMENT shall, at the equitable compensation for all work and services completed. B. Notices required or permitted under this AGREEMENT shall be addressed to: for the CLIENT: Mr. Danny Kolhage Finance Director Monroe County 16th Judicial Circuit Key West, FL 33040 for the CONTRACTOR: Mr. Virgil Hatfield, CDP General Manager Moore Data Systems, Inc. P. O. Box 3616 Baton Rouge, LA 70821 VI. TERMS AND CONDITIONS A. The CONTRACTOR shall exerCIse all reasonable care in the handling of materials and data supplied by the CLIENT; however, the CONTRACTOR shall not be liable for direct or indirect damages through loss of such material or data. 6. B. The CONTRACTOR shall not at any time divulge any information relative to the CLIENT's business to a third party unless mutually agreed upon in writing. C. The CONTRACTOR will not discriminate against any emp1~yee or applicant for employment to be employed in the performance of this CONTRACT with respect to his or her hire, tenure, terms, conditions, or privileges of employment or any matter directly or indirer.t1y related to employment, because of race, color, age, sex, religion, national origin, or ancestry. D. The personnel assigned by CONTRACTOR to perform services described herein will be qualified to per- form the assigned duties, and CONTRACTOR will deter- mlne which personnel shall be assigned to a~ parti- cular project and may replace and reassign such personnel during the project. E. The CONTRACTOR assumes responsibility for its person- nel providing services hereunder and will make all deductions for Social Security Workmants Compensation Insurance for each employee. F. The CONTRACTOR will submit monthly progress reports reflecting the status of the project. G. The CLIENT agrees to defend, indemnify, and hold CONTRACTOR harmless from any liability or claims of any kind or any injury to the person or property of or any loss, expense, or damage incurred by any em- ployee, customer, or invitees of CLIENT or any other person or party (except agents or employees of the CONTRACTOR), unless, however, such injury, loss, expense, or damage arises from the negligence, con- trihutory negligence, or willful act by CONTRACTOR and/or its agent or employees. 7 . VII. OWNERSHIP, USE, AND CONFIDENTIALITY A. OwnershiE. Title and full ownership to the Programs is and shall at all times remain ln the CONTRACTOR, and no right, title, or interest in the Programs shall pass to CLIENT except the right to maintain possession and use of the Programs in perpetuity so long as no Event of Default has occurred and is continuing. The Programs are agreed to be the CONTRACTOR's proprietary information and trade'secret, whether or not any por- tion thereof is or may be validly copyrighted or patented. CLIENT agrees to keep the Programs at all times free and clear of all liens. As used herein, the term "Lien" means any lien, security interest, Tax lien, mechanic's lien,' materialman's lien, or any other similar encumbrance. B. Use. The CLIENT, by this license, acquires no rights to the Programs except to use such Programs during the term as herein provided. The ideas and the expressions contained in the Programs are acknowle~ged by the Lessee to be confidential, proprietary information belonging to the CONTRACTOR. The CLIENT shall take all reason- able precautions to maintain the confidentiality of the Programs, but not less than that employed to protect his o"~ proprietary information. CLIENT shall permit CONTRACTOR's representatives to inspect any location in which the Programs are being used at all reasonable times for the purposes of determining that CLIENT is not in default of this AGREEMENT. In pa~ticular, CLIENT recognizes the proprietary nature of the Pro- grams and, in connection with said Programs, agrees as follows: 1) To use them solely for the benefit of Monroe County, Florida. 8. 2) To make no copies of or duplicate the Programs or any component thereof by any other means for any purpose whatsoever, except as is required for backup security storage, without the prior written consent of the CONTRACTOR. 3) To instruct its employees having access to the Programs not to copy or duplicate the Programs or make any disclosure with reference thereto or any components thereof to any third party. 4) To effect normal security measures to safeguard the Programs from theft or from access by persons other than its own employees using the Programs for CLIENT's own requirements. CLIENT warrants that all individuals having access to the Programs under this AGREEMENT shall observe and - perform the non-disclosure and other covenants of this agreement. The CLIENT agrees to notify CONTRACTOR promptly of the circumstances surrounding any unautho- rized possession, use, or knowledge of any part of the Programs or physical embodiment thereof, or other in- formation made available pursuant to this agreement by anyone other than persons authorized by this agreement to have such possession, use, or knowledge. CLIENT further agrees that it will not, without the prior written consent of the CONTRACTOR (which consent may be withheld with or without cause), (a) use, operate, maintain, or store the Programs or any component thereof in violation of this agreement or of any laws, or (b) permit the Programs or any component thereof to be subject to any lien. CLIENT agrees that it will not, without the prior written consent of the GONTRACTOR, provide or other- wise make the Programs (or any component thereof) available, in any form, to any person other than the 9. VIII. WARRANTY: LIMIT OF LIABILITY A. The CONTRACTOR warrants to CLIENT that the Programs will conform to the CONTRACTOR's published specifica- tions contained in the supporting documentation which accompanies, and is part of, the Programs. The Pro- grams and Systems are warranted to be suited for operation on the NCR Criterion operating. in the V Mode under the Virtual operating system and to provide capacity for performing the services as contained in the attached documents on a regular and continuing basis during normal business hours. 10. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, and CLIENT acknowledges and agrees that THE CONTRACTOR . HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, WITH RE- SPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, TITLE, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE PROGRAMS OR ANY COMPONENT THEREOF IN ANY RESPECT WHATSOEVER OR IN 'cONNECTION WITH OR FOR THE PURPOSE AND USES OF CUSTOMER, OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND AND CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO AND THE CONTRACTOR DISCLAIMS ANY SUCH WAR- RANTIES. The CONTRACTOR's liability hereunder for damages, including, but not limited to, liability for copyright or patent infringement, regardless of the form of action, shall not exceed the Charge (or, if the Charge shall not have been paid in full, the amount actually paid to the CONTRACTOR). The CON- TRACTOR shall not be liable for any lost revenues, or for any claim, demand, or action against CLIENT by any other Person, except a claim for copyright or patent infringement. No action, regardless of form, arising out of the transactions described in this agreement may be brought by either party more than one year after the cause of action has accrued, ex- cept that an action for nonpayment may be brought within one year after the date of last p~yment. IN NO EVENT WILL THE CONTRACTOR BE LIABLE FOR INCI- DENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL D~~GES, NOTWITHSTANDING THAT THE CONTRACTOR t-~Y HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH D~fAGES. 11. B. The CONTRACTOR agrees to maintain the system(s) and make required modifications, at the time of delivery and for a period of ninety (90) days after installa- tion, that are necessary to correct any malfunction or incorrectness in the system(s) as described in this .document. C. Moore Data Systems, Inc., will create and implement all systems encompassed by this agreement ln accord- ance with the MDSI proposal and Addendum I. If, through no fault of the CLIENT, the CONTRACTOR fails to meet this obligation, the CONTRACTOR shall make the necessary modifications to correct the problem in a timely manner or, at his option, refund the contract price of the system(s) to the CLIENT. IX. VENUE A. Any action under this AGREEMENT shall be ln a court of competent jurisdiction in Monroe County, Florida. x. ENTIRE AGREEMENT A. This AGREEMENT AND THE Addenda attached and referenced contain the entire agreement of the parties and shall not be modified except in writing. THIS AGREEMENT is dated the;<.:~ day of A.D., 1981. r 1TT"(;Yl' !lC '2?) I FOR THE CONTRACTOR: Harley L. Moore jJ:,e) , ~// - // -\1( ,..'/ //l_/"~ ~ignature) /, ( / ~/\-:.'.. />' / -... ...... ,,' / . . ~.......~. .,i" /' / ...../1. ..'" ,., iL.. J \, President (title) I ! ''----'--- (title) 12.