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1998-65 - . . ANAGREEMENTBET~EN COMPUTER CENTER SOFTWARE and CITY OF CLERMONT FOR THE MIGRATION OF THE EXISTING MUNIS COBOL PRODUCTS TO THE MUNIS 4GL PRODUCTS .Ji.. ) - Agreement made this L day of ¡{/~~ , 1998 between COMPUTER CENTER SOFTWARE, a Maine Corporation, with offices at 370 U.S. Route 1, Falmouth, Maine 04105, (Licensor), and the CITY OF CLERMONT, with its principal offices at 1 Westgate Plaza, Clennont, FL 34712-0219 (Licensee). I. SCOPE WfIEREAS, Licensor has developed a new generation of applications products named "MUNIS 4GL"; WHEREAS, Licensee has had an opportunity to review the new application products and Licensee desires to replace it's License for MUNIS Cobol Products with a License to use the MUNIS 4GL products; THEREFORE, in consideration for the mutual agreements hereinafter set forth, both parties agree as follows: II. LICENSES Ownership of the Software products listed in Exhibit 1 shall remain with the Licensor, the Licensor grants License to the Licensee to use these products according to the tenns of the Licensor's Annual Support and Licensing Agreement (Exhibit 2). Licensee acknowledges that the license rights granted under Exhibit 2 are a replacement of, and not an addition to, any existing or prior License Agreements between the parties. III. PRICE The total financial obligation of the Licensee to the Licensor for the delivery of the software products and services listed in Exhibit 1 shall be $44,135 (Forty-four Thousand, One Hundred Thirty-five Dollars). The price shall be payable by the Licensee to the Licensor as provided in Section IV hereof. All applicable sales tax, use tax or excise tax shall be paid by the Licensee and shall be paid over to the proper authorities by the Licensee or reimbursed by the Licensee to the Licensor on demand in the event that Licensor is responsible or demand is made on the Licensor for the payment thereof. If tax exempt, Licensee must provide the Licensor with their tax exempt number or fonn. Additional related services not specified on Exhibit 1, will be billed at the then current rate for the service, as they are incurred. . . IV. PAYMENT TERMS Upon acceptance and signing of this Agreement, Licensee will remit to Licensor a payment equal to $9,800 (Nine Thousand Eight Hundred Dollars) which represents the conversion fees listed in Exhibit 1. Upon installation of MUNIS 4GL products, Licensee will remit payment for the annual support amount listed on Exhibit 1 $7,100 (Seven Thousand, One Hundred Dollars),. Upon installation of the System Software Products, Licensee shall remit payment for the cost of any System Software Products listed on Exhibit 1. Upon delivery and installation of the new MUNIS@ software products, Buyer will remit payment to Seller equal to 50% of the delivered products' license fee for the applications delivered. Seller will certify to Buyer when each the new products or module is complete. This certification will start a thirty-(30) day acceptance period, during which Buyer will be responsible for testing the products delivered. By the end of the acceptance period, the Buyer will remit to Seller a payment equal to 50% of the product license fee. If during the thirty (30) day acceptance period, Buyer fails to notify Seller in writing of any items which do not meet acceptance, acceptance will be deemed to have been granted. All other services listed on Exhibit 1, shall be invoiced as delivered and shall be due and payable upon receipt of the invoice. v. WARRANTIES OF LICENSOR A) Licensor warrants that all Software products delivered pursuant to this Agreement are free from defect in materials or workmanship and further agrees to correct promptly and without additional charge any defect that it is notified of as long as the Licensee maintains a current Annual Support and License Agreement with the Licensor. The Licensee acknowledges that this warranty is limited to Software products installed and used on the Licensee's computer system listed in Exhibit 2. Licensee further acknowledges that modifications made to the MUNIS 4GL software programs by the Licensee will void Licensor's warranty of the programs, unless specifically stated and approved in writing by the Licensor. B) The Licensor warrants that it is, and at all relevant times will be, authorized by the manufacturer of all software included with or used by the software products, listed in Exhibit 1, to grant licenses or sublicenses to such software. C) D) E) . . The Licensor warrants that the Software and Software products do not infringe any patents, copyright, trade secret, or other property rights held by any other person or entity. The Licensor's obligation for breach of warranty shall include correction or replacement of the software product which fails to conform to such warranty. In no event shall the Licensor be liable for special, incidental, or consequential damages including any damages resulting from loss of use, or loss of data arising out of or in connection with the use of the software or hardware products. In no event shall the Licensor be liable for any breach of warranty unless notice thereof is given to the Licensor during any period covered by a current Annual Support and License Agreement or extension thereof. The Licensor shall defend, indemnify and hold harmless the Licensee and its officers, agents, and employees from any claim or proceedings brought against the Licensee, and from any cost damages and expenses finally awarded against, or reasonably incurred by, the Licensee, which arise as a result of any claim that is based on an assertion that the Licensee's use of the Software products under this Agreement constitutes an infringement of any United States or other patent, copyright, trade secret, trademark, or other property interest rights, provided that the Licensee notifies the Licensor promptly of any such claim or proceeding and gives the Licensor full and complete authority, information, and assistance to defend such claim or proceeding and further provided that the Licensor shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement, provided that the Licensor shall consult with the Licensee regarding such defense. In the event that the Software products are finally held to be infringing and its use by the Licensee is enjoined, the Licensor shall, at is election; (1) procure for the Licensee the right to continue use the software products; (2) modify or replace the Software products so that it becomes non-infringing but substantially conforming to what was deemed infringing and to the requirements and specifications of this Agreement. The Licensor shall have no liability hereunder if the Licensee modified the Software products in any manner without the prior written consent of the Licensor and such modification is determined by a court of competent jurisdiction to be a contributing cause of the infringement The foregoing states the Licensor's entire liability, and the Licensee's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade secret, trademark, or other property interest rights by the Software products, or any part thereof, or use thereof. . . F) The Seller represents and warrants that the products(s) and/or services for this contract are Year 2000 compliant. Year 2000 compliant means information technology that accurately processes date/time data (including, but not limited to, calculating, comparing, and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations. Furthermore, Year 2000 compliant information technology, when used in combination with other information technology, shall accurately process date/time data if other information technology properly exchanges date/time data with it. G) The warranties contained in this Section are in lieu of all other warranties, expressed or implied. The Licensor's expressed warranties shall not be enlarged, diminished or affected by, and no obligations or liabilities shall arise out of, the Licensor's rendering of technical or other advice or service in connection with the products listed in Exhibit 1. VI. ENTIRE AGREEMENT This Agreement represents the entire agreement of the Licensee and the Licensor with respect to the software products and related services and supersedes any prior agreements, understandings and representations, whether written or oral. IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands and seals effective as of the date first set forth above. Licensor: Licensee: Computer Center Software City Of Clermont ~~e: (~m~~ "-- . Title: Mayor Pro - Tern . . EXHIBIT 1 CITY OF CLERMONT INVESTMENT SUMMARY Days Days Annual MUNIS SO FTW ARE Price Training Consulting Conversion Support Fee General Ledger No Charge 3 1 $ 2,200 $ 1,800 Budget Preparation No Charge Inc. w/GL Inc. w/GL Inc. w/GL Inc. w/GL Accounts Payable No Charge Inc. w/GL Inc. w/GL Inc. w/GL Inc. w/GL Fixed Assets No Charge 1 N/A N/A $ 540 Payroll No Charge 4 1 $ 2,800 $ 900 Personnel No Charge 2 Inc. w/Payroll Inc. w/Payroll $ 720 Accounts Receivable $ 3,000 2 N/A N/A $ 540 Cash Receipts Inc. with AR Inc. with AR N/A N/A Inc. with AR Utility Billing (10/98) $ 7,500 4 1 $4,800 $ 1,350 Occupational License (5/98) $ 3,000 1 N/A N/A $ 540 MUNIS@ Query No Charge 2 1 N/A N/A $ 710 3 MUNIS TOTALS $ 13,500 18 3 $ 9,800 $ 7,100 SERVICES 1 Training Cost - 18 Days at $600 per Day Consulting Cost - 3 Days at $800 per Day Price Conversion $ 10,800 $ 2,400 $ 9,800 $ 500 $ 1,800 $ 600 $ 600 $ 26,500 Interface with SMI Utility Billing System Software Installation Installation - GUI Front End ($600 per Day - 15 PC's) 4 Installation - MUNIS@ Query ($600 per Day - 8 PC's) 4 TOTALS I Plus Travel and Expenses. Travel related expenses shall not exceed $5,000 for the training, consulting and installation days specified in this Agreement. 2 Bundled with MUNIS@ 4Gl application software at a cost savings of approximately $5,000 (contingent on a valid license to use Intelligent Query (IQ» 3 Two Percent (2%) of the applicable license fees of the MUNIS<1!> applications in use 4 If desired, Computer Center Software will teach City personnel how to load the GUI Front End and MUNIS@ Query on a PC to reduce these costs to the City. . . CITY OF CLERMONT INVESTMENT SUMMARY Development Tools/Database Software (Windows (GUI) Version) License Fee Annual Assurance Fee 1 GUI FRONT END (Eight (8) Runtime Licenses Front End Compiler $220 Per User or $1,760 $22 Per User or $176 Informix Relational Database Management System (Eight (8) Runtime Licenses) Standard Engine $250 per Concurrent $40 per Concurrent User or $2,000 User or $320 No Charge No Charge No Charge No Charge No Charge No Charge $375 $60 I-Net I-Connect C Development System 5 ESQL/C Development 2 TOTAL $ 4,135 $ 556 TOTALS PRICE MUNIS@ Software Services 1 System Software $ 13,500 $ 26,500 $ 4,135 GRAND TOTAL $ 44,135 6 Optional ServiceslEquipment FeeS Custom Programming Cash Station Cash Drawer Receipt Printer Scanner $720 per Day or Negotiated Fee $ 4,300 5 Contingent on the use of the sca (UNIX) Openserver 5 Operating System 6 Exclusive of annual support/assurance fees ., . . ~ . . EXHIBIT 2: ANNUAL SUPPORT AGREEMENT AND LICENSE AGREEMENT FOR MUNIS 4GL SOFTWARE Invoice to :City of Clermont Contact: Joseph E. Van Zile Address. 1 Westgate Plaza Clermont, FL 34712-0219 Telephone: (352) 394-4081 This Support and License Agreement (herein "Agreement") IS entered into between City of Clermont (Licensee) with its principal place of business at 1 Westgate Plaza, Clermont, FL 34712-0219 and Computer Center Software (Licensor) with its principal place of business at 370 US Route One Falmouth, Maine, 04105 on this day of ,19_. The headings used in the Agreement are for reference purposes only and shall not be deemed a part of this Agreement. The Customer agrees to purchase and Computer Center Software agrees to provide services for the products listed below in accordance with the following terms and conditions. I. Term of Agreement. This Agreement is effective as of (date of 4GL software installed) and shall remain in force until (one year term). Upon termination of this Agreement the licensee may renew the Agreement for subsequent one year periods at the then current fee structure as established by the Licensor. . II. Scope of the Agreement 80th parties acknowledge that this Agreement covers both Support and Licensing for the products listed below, used by the Licensee for the operations of: X City IT own D School D County D Other (This Agreement is limited to only those entities marked) III. Payment: 1. Customer agrees to pay Computer Center Software $7,100 for licensing and support services, as described below. This payment is due and payable upon execution of the Agreement. 2. Additional Charges. Any maintenance performed by Computer Center Software for the Customer which IS not covered by the Agreement will be charged at the then applicable time rate specified on the reverse. All materials supplied in connection with such non-covered maintenance or support will be charged to the Customer. Any additional charges will be added to the next invoice submitted to the Customer and shall be due on the same date as the other charges included in that invoice. IV. Covered Products: This Agreement is limited to the following listed products which are registered for Customer's PC File Server system. Application: Category: Version: Application: Category: Version: General Ledger 8 5.71 Fixed Assets 8 5.71 Budget Preparation 8 5.71 Payroll 8 5.71 Accounts Payable 8 5.71 Personnel 8 5.71 Accounts Receivable B 5.71 Utility 8illing B 5.71 Cash Receipts B 5.71 Occupational Licenses 8 5.71 MUNIS Query B 5.71 Customer1 ~ Æ1-¡~ ' Ken Norquist, Mayor Pro-Tern Computer Center Software ~ Date Date 8i11able Service Rates Cons ulti ng/SystemAnalysis On-site Training/Implementation supporUProgramming Rate Modem Fee Mileage Rate $900 per day, plus travel expenses. $750 per day, plus travel expenses. $720 per day, plus travel expenses If applicable. $ 15 per hour, this fee IS in addition to the labor fee above IRS standard allowance 1Customers acceptance signature is optional. Payment of this contract by customer signifies acceptance of the terms and conditions outlined herein Computer Center Software will not accept any changes to this contract. V. /'- .'~ " Tenns and Conditions for Licensing: 2 Grant of License: licensee IS hereby granted the non-exclusive and non-transferable license and right to use the Revision of MUNIS 4GL Licensed Programs listed In Section IV , and related materials This License will also cover any additional revIsions which Licensor may release durrng the term of this Agreement The Licensor agrees to extend and the licensee agrees to accept a license subject to the terms and conditions contained herein for the MUNIS software products Identified Section IV Limited Use: The software products listed are licensed for use only for the benefit of the Licensee listed In this Agreement. This license is registered for the licensee's computer system Identified In Section IV As long as a current license and Support Agreement IS In place, this License may be transferred to any other hardware system used for the benefit of Licensee Licensee agrees to notify Licensor prior to transferring the licensed products to any other system The right to transfer this license IS included In the cost of this Agreement. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to the Licensee, Confidentiality: The licensee agrees that the Products are proprietary to the licensor and have been developed as a trade secret at the licensor's expense The Licensee agrees to keep the software products confidential and use its best efforts to prevent any misuse, unauthorIZed use or unauthorized disclosures by any party of any or all of the Products or accompanYing documentation Modification: The Products may be modified but such modification shall be only for the use on the Licensee's system for which the Products are licensed and shall not cause the Licensee or the anyone performing such modification to gain any propnetary or other Interest In the Products Copies: The Licensee may make copies of the licensed Products for archive purposes only The Licensee will repeat any propnetary notice on the copy of the Product. The documentation accompanYing the product may not be copied except for Internal use Warranty: For as long as a current software support agreement IS in place, the Licensor will warrantthat all MUNIS software programs will operate as described In the brochures and user manuals of Computer Center Software If a program falls to operate In the manner descnbed Within these documents, the Licensor will correct the problem at no charge to the Licensee If Licensee has made modifications to the software programs, Licensor will no longer warrant the performance of those programs which contain modifications, unless specifically authonzed In writing by the Licensor 3 4. 5 6 VI. Tenns and Conditions for Support: VII. General Scope of Services: Computer Center Software will provide the following services for the benefit of the customer a) Computer Center Software shall provide software-related telephone support to the Customer. Phone calls will be accepted by support personnel during Computer Center Software's normal working hours (8 00 A M to 6 00 PM., f ,stern Standard Time, Monday through Friday) for the term of this Agreement, limited to a reasonable number of calls of reasonable duration Assistance and support requests which require speCIal assistance from Computer Center Software's development group will be taken and directed by support personnel In the event that support representatives are unavailable to receive calls, messages will be taken and calls will be returned within one working day. b) Computer Center Software will continue to maintain a master set of the current computer programs on appropriate media, as well as hardcopy print-out of source code programs and documentation c ) Computer Center Software will maintain staff that IS appropnately trained to be familiar with customer's software programs that are listed In Section IV In orderto render assistance, should It be required d) Computer Center Software will provide Customer with all program enhancements, modifications or updates that Computer Center Software may make to the then Current Release of the program applications covered In this Agreement e) Computer Center Software will make available to the customer new release(s) of the Software listed on the reverse side which the Customer may obtain by paying the then existing media, documentation, shipping and handling fees In the case of system software new Release(s) , the Customer will also be required to pay whatever fees the manufacturer charges to Computer Center Software for the new Release Customer understands that and agrees that six (6) months after shipment by Computer Center Software of new Releases, Computer Center Software shall cease to support the earlier Release and for the balance of the term, Computer Center Software shall support the new Release. f.) Computer Center Software will make available appropnately trained personnel to provide Customer additional training, program changes, analysIs, consultation, recovery of data, conversion, non-coverage maintenance service, etc , billable at the current per diem rate, 2. Limitations and Exclusions: The support and services of this Agreement do not Include the following. a) Support service does not Include the Installation of the Licensed Software, onslte support, application design, and other consulting services, or any support requested outside of normal business hours b.) The Customer shall be responsible for Implementing at ItS expense, all changes to the Current Release Customer understands that changes furnished by Computer Center Software for the Current Software Release are for Implementation In the Current Software Release as It exIsts without customlzatlon or Customer alteration 3 Customer Responsibilities: a) The Customer shall provide, at no charge to Computer Center Software, full and free access to the programs covered hereunder: working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment necessary to provide the specified support and maintenance service b.) The Customer shall Install and maintain for the duration of this Agreement, a modem and associated dial-up telephone line. The Customer shall pay for installation, maintenance and use of such equipment and assoCIated telephone line use charges Computer Center Software at Its option, shall use thIS modem and telephone line In connection WIth error correction Such access by Computer Center Software shall be subject to prior approval by the Customer in each Instance 4 Non-Assignability: The Customer shall not have the right to assign or transfer Its rights hereunderto any party, 5 Excused Non-Perfonnance: Computer Center Software shall not be responsible for delays in servicing the products covered by this Agreement caused by strikes, lockouts, riots, epidemic, war, government regulations, fire, power failure, acts of God, or other causes beyond Its control. 6 Limitation of Liability: The liability of Computer Center Software IS hereby limited to a claim for a money judgement not exceeding the total amount paid by the Customer for services under this Agreement. THE CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND COMPUTER CENTER SOFlWARE SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE EVEN IF COMPUTER CENTER SOFlWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE NATURE OF THE CUSTOMER'S CLAIM 2. Governing Law: This agreement shall be governed by, and construed In accordance with, the laws of the State of Maine The invalidity or unenforceabllity of any provIsions of thIS agreement shall not effect the validity or enforceability of any other provIsion. Modification of this Contract: No modifications or amendment of this Agreement shall be effective unless set forth In writing and signed by both the Customer and Computer Center Software Suspension: Support and services will be su::.pended wheneller Customel's account IS thirty days overdùe. St.¡:¡port and se:-.ôcc:: will be reinstated when Customer's account is made current Entire Agreement: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE CUSTOMER AND COMPUTER CENTER SOFlWARE WHICH SUPERSEDED ALL PROPOSALS, ORAL OR WRITTEN, AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFlWARE SUPPORT AND MAINTENANCE SERVICE OF THE PRODUCTS COVERED BY THIS AGREEMENT 3 4.