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SOFTWARE
LICENSE
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AGREEMENT
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SOFTWARE MANAGEMENT INC.
P.O.BOX 1381
MT. DORA, FLORIDA 32757
(904) 735-0030
SOFTWARE LICENSE AGREEMENT
SOFTWARE
MANAGEMENT
INC.
AGREES
TO
FURNISH,
AND
CITY OF CLERMONT, FLORIDA, HEREINAFTER
REFERRED TO AS CUSTOMER, AGREES TO PAY FOR THE SYSTEM SERVICES ON
EXHIBIT
A - SERVICES ATTACHED HERETO AND MADE A PART HEREOF
AND
HEREINAFTER REFERRED TO AS SERVICES.
SOFTWARE
MANAGEMENT
WARRANTS
THAT THE
SERVICES
WILL
BE
PERFORMED
IN
A
SKILLFUL
AND
PROFESSIONAL
MANNER.
SOFTWARE
MANAGEMENT'S OBLIGATION IS LIMITED TO CORRECTING ANY ERROR IN ANY
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DEVELOPED
OR
MODIFIED PROGRAM OR ROUTINE AS APPEARS
WITHIN
90
DAYS
AFTER SUCH HAS BEEN COMPLETED.
THE FOREGOING WARRANTY
IS
EXCLUSIVE
OF
ALL OTHER WARRANTIES,
WHETHER
WRITTEN,
ORAL
OR
IMPLIED, AND WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE.
THE CUSTOMER AGREES TO PAY FOR SAID SERVICES AS SPECIFIED ON
EXHIBIT B - RATE SCHEDULE ATTACHED HERETO AND MADE A PART HEREOF.
THE AMOUNT INDICATED THEREON DOES NOT INCLUDE ANY TRAVEL EXPENSE,
(SEE EXHIBIT C),
SALES,
USE,
OR SIMILAR TAXES,
WHICH SHALL BE
DONE BY THE CUSTOMER.
THE
CUSTOMER
ACCEPTS THE DESCRIPTION OF THE
SERVICES
SET
FORTH
ON EXHIBIT A - SERVICES AS CONTAINING ALL DESCRIPTIONS AND
REPRESENTATIONS
RELATING
TO THE SERVICES.
IN NO
EVENT
SHALL
SOFTWARE
MANAGEMENT
BE
LIABLE
FOR
SPECIAL
OR
CONSEQUENTIAL
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DAMAGES FROM ANY CAUSE WHATSOEVER.
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ANY PROGRAM DEVELOPED OR THE PRODUCT OF ANY OF THE
SERVICES
SHALL
AT
ALL TIMES REMAIN THE PROPERTY OF SOFTWARE
MANAGEMENT;
AND
CUSTOMER,
BY THIS AGREEMENT,
ACQUIRES NO RIGHTS IN AND
TO
SAID PROGRAM OR PRODUCT EXCEPT TO USE THE SAME.
CUSTOMER
SHALL
NOT
USE THE SAID PROGRAM
OR
PRODUCT
FOR
THE
BENEFIT
OF ANY OTHER PARTY,
WHETHER OR NOT FOR A CONSIDERATION;
SHALL NOT SELL, RENT, LOAN, DISCLOSE, OR OTHERWISE COMMUNICATE OR
MAKE
AVAILABLE
THE
SAID PROGRAM OR PRODUCT,
OR
ANY
PART
OR
MODIFICATION THEREOF TO ANY PERSON, AND SHALL TAKE ALL REASONABLE
PRECAUTIONS
TO MAINTAIN THE CONFIDENTIALITY OF THE SAID
PROGRAM
OR
PRODUCT,
BUT NOT LESS THAN THAT EMPLOYED TO PROTECT ITS
OWN
PROPRIETARY
INFORMATION
UNLESS
OTHERWISE
AGREED
BY
SOFTWARE
MANAGEMENT IN WRITING.
CUSTOMER SHALL PERMIT SOFTWARE MANGEMENT
'-',
REPRESENTATIVES
TO INSPECT ANY LOCATION IN WHICH THE PROGRAM
IS
BEING USED AT ALL REASONABLE TIMES FOR THE PURPOSE OF DETERMINING
THAT CUSTOMER IS NOT IN DEFAULT OF THIS AGREEMENT.
THIS LICENSED
SOFTWARE
IS PROPRIETARY INFORMATION,
AND CUSTOMER AGREES NOT TO
DISCLOSE
ANY
OF
THIS
PROPRIETARY
INFORMATION
TO
ANY
THIRD
PARTIES.
CUSTOMER
WILL
BEAR ALL LEGAL AND
ASSOCIATED
COSTS,
SHOULD INFRINGEMENT OF PROPRIETARY RIGHTS OCCUR.
CONTRACT ACCEPTED BY CUSTOMER:
BY:
FOR:
/-
ro~CT ~CEPTro BY ~AAE ~A~~ INC~
BY: cnJ. JJ. ¿,Jf lJ 7/3; 7J f
AUTHORIZED SIGNATURE, TITLE AND DA E
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(A)
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EXHIBIT A
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PROGRAMMING SERVICES DESCRIPTION
OBJECT PROGRAMS (THE IDENTICAL VERSION WHICH
IN A LIVE ENVIRONMENT AT THE CUSTOMER SITE).
(B) DOCUMENTATION AND OPERATOR INSTRUCTIONS
POINTS A, AND B APPLY TO THE FOLLOWING ORDERED SOFTWARE:
SEE DETAIL ON EXHIBIT 'D'
IS
RUNNING
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EXHIBIT B
PROGRAMMING SERVICES COST AND PAYMENT SCHEDULE
MILESTONES
AMOUNT TO BE PAID
DUE ON OR J;JJMÉDIATELY AFTER 10/01/94
$58,725.00
TOTAL
$58,725.00
*****************************************************************
SUPPORT DATE SCHEDULE FOR INSTALLATION AND TESTING ACTIVITY IF
APPLICABLE
'OR QF"'~~,~ SE~ ~XHJ~IT 'D'
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NOTE:
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EXHIBIT C
TRAVEL EXPENSE TO INCLUDE, BUT NOT LIMITED TO:
AIR FARE
CAR RENTAL
MILEAGE AT .285/MILE
TRAVEL TIME AT $25/HR
HOTEL/MOTEL ACCOMMODATIONS
MEALS
EACH TRAVEL EXPENSE ITEM RELATIVE TO TRAVEL DISTANCE FROM
SOFTWARE MANAGEMENT INC.'S CORPORATE OFFICE.
BECASUSE OF THE SHORT DISTANCE FROM CLERMONT TO SMI'S
OFFICE ALL TRAVEL RELATED EXPENSES FOR INSTALLATION AND
TRAINING WILL BE WAIVED.
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EXHIBIT 'D'
CITY OF CLERMONT, FLORIDA
08/24/94
SOFTWARE
APPLICATION LICENSE INSTALL/ ANNUAL TOTAL
FEE TRAIN MAINTENANCE
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M U N I S (l-5 USER SYSTEM):
BDGT. ACCTG. &
ACCTS. PAY.
PAYROLL
PERSONNEL
4,500
2,200
1,800
1,500
1,500
500
675
330
270
6,675
4,030
2,570
S M I:
UTILITY BILNG
GL INTERFACE
CASH REMITTANCE
VAL I DATOR
FIXED ASSETS
OCCUPATIONAL LICEN
6,000
1,000
2,500
l,750
2,500
N/C
2,000
500
500
100
500
500
900
l50
375
N/A
375
375
8,900
1,650
3,375
l,850
3,375
875
*
MIS C:
IQ REPORT GEN.
U/B CONVERSION
AIX OPe SYS.
RM COBOL RUNTIME
TE-ICETEN
895
795
2,500
3,250
500
375
3,375
3,250
2,025
895
795
1500
525
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$29,690 $9,600
ADD 4 YEARS FOR PRICE OF THREE
SETUP CHARGES 1,800
MODEM 235
$4,350
l3,050
$43,640
13,050
1,800
235
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$29,925
$ll,400
$17,400
$58,725
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* = BASED ON (.25 X 5,000) + $2000
DOES NOT INCLUDE HISTORY FILES
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SOFTW ARE
SUPPORT
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AGREEMENT
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SOFTWARE MANAGEMENT INC.
P.O. BOX 1381
MT. DORA, FLORIDA 32757
(904) 735-0030
SOFTWARE SUPPORT AGREEMENT
BEGINNING DATE:01/01/95
ENDING DATE:12/31/99
TERMS OF SERVICE: FIVE (5) YEARS
PREPAID SUPPORT FEE: $17,400.00
APPLICATION SOFTWARE:MUNIS ACCTG.,PAYROLL,PERSONNEL,FA,
SMI-UB,CR,OL,
MISC.-IQ,AIX OS,
LICENSEE:
CITY OF CLERMONT, FLORIDA
DURING THE PERIOD SPECIFIED ABOVE, SOFTWARE MANAGEMENT AGREES TO
PROVIDE ITS CUSTOMER SUPPORT SERVICES TO THE CUSTOMER IN EXCHANGE
FOR THE PREPAID SUPPORT FEE STATED ABOVE. THE CUSTOMER SUPPORT
SERVICE SHALL CONSIST OF THE FOLLOWING SERVICES.
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(1)
USER EVALUATION.
SOFTWARE MANAGEMENT WILL PROVIDE REASONABLE ASSISTANCE
TO THE USER IN EVALUATING PARTICULAR REQUIREMENTS
RELATING TO THE USE OF THE SOFTWARE PRODUCTS COVERED
BY THE AGREEMENT THIS ASSISTANCE WILL INCLUDE ALL
TELEPHONE CONSULTATION, CONCERNING, BUT NOT LIMITED
TO, SYSTEM QUESTIONS AND ANY RELATED PROBLEMS.
ANY ON SITE VISITS WILL BE AT SMI'S PER DIEM RATE.
(2)
REDUCED PROGRAMMING CHARGES.
ALL CHARGES FOR MODIFICATIONS TO SOFTWARE COVERED BY
THIS AGREEMENT WILL BE QUOTED AT 70% OF THE, THEN
CURRENT, HOURLY RATE.
(3 )
MODEM SUPPORT.
INQUIRY, DEBUGGING, UPDATING, PROGRAMMING AND PASSING
OF PROGRAMS IS AVAILABLE TO THOSE CUSTOMERS WITH
MODEMS ON THEIR COMPUTERS. SMI RESERVES THE RIGHT TO
CHOOSE BETWEEN MODEM OR ON SITE SUPPORT OR ANY
COMBINATION THEREOF.
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(4)
PREFERENTIAL RESPONSE TIME.
CUSTOMERS UNDER THIS SUPPORT AGREEMENT WILL RECEIVE
PREFERENTIAL TREATMENT ON RESPONSE TIME ON ALL
SOFTWARE COVERED BY THE AGREEMENT.
(5)
SOFTWARE UPDATES.
CUSTOMERS WILL BE MADE AWARE OF PRODUCT
AND ASSOCIATED CHARGES.
ENHANCEMENTS
THE CHARGES FOR INSTALLATION AND TRAINING OF
ENHANCEMENTS WILL BE ON A PER DIEM RATE.
SYSTEM
(6)
SOFTWARE CORRECTIONS.
SOFTWARE MANAGEMENT WILL EXTEND ITS BEST EFFORTS TO
PROVIDE A SOURCE CODE CORRECTION TO THE USER FOR ANY
SIGNIFICANT ERROR IN THE SOFTWARE INSTALLED BY US
WITHIN A REASONABLE AMOUNT OF TIME AFTER RECEIPT OF
SUFFICIENT DOCUMENTATION TO RECREATE SUCH ERROR AND,
IN ANY CASE, SOFTWARE MANAGEMENT WILL EXTEND ITS BEST
EFFORTS TO PROVIDE SAID SOURCE CODE CORRECTION WITHIN
A REASONABLE TIME. THE USER MAY REQUEST SUCH
ASSISTANCE OF SOFTWARE MANAGEMENT IN CORRECTING A
SOFTWARE ERROR BY CALLING (904)735-0030 DURING THE
HOURS OF 8:30 A.M. THROUGH 4:30 P.M. EASTERN STANDARD
TIME.
SOFTWARE MANAGEMENT RESERVES THE RIGHT TO TERMINATE CUSTOMER
SUPPORT SERVICES FOR SOFTWARE PRODUCTS IT DEEMS OUTMODED. IN THE
EVENT THAT ANY SOFTWARE PRODUCT SUPPORTED UNDER THIS AGREEMENT IS
DEEMED BY SOFTWARE MANAGEMENT TO BE OUTMODED PRIOR TO THE ENDING
DATE OF THIS AGREEMENT, SOFTWARE MANAGEMENT WILL, AT THE
ELECTION OF THE USER, EITHER REFUND THE LICENSEE A PRORATED
PORTION OF THE SUPPORT FEE ALLOCATION TO THE SOFTWARE PRODUCT
DEEMED OUT MODED, OR OFFER TO THE LICENSEE A DISCOUNT FOR
UPGRADING TO A CURRENTLY SUPPORTED RELEASE LEVEL OF THE SAME
SOFTWARE PRODUCT.
SOFTWARE MANAGEMENT RESERVES THE RIGHT TO WITHHOLD THE SERVICES
PROVIDED UNDER THIS AGREEMENT IN THE EVENT THAT THE LICENSEE
BECOMES MORE THAN 60 DAYS PAST DUE ON ANY PAYMENT OWED SOFTWARE
MANAGEMENT.
SOFTWARE MANAGEM!T ~
SIGNATURE:~. . /JJQ
TITLE/DATE: J! ~ 9/31/9 j
c~o~
SIGNATURE : X... ð/ ~
TITLE/DATE: lÎ1,uJ<h 1- (f!g/1~
{/ , IO/II/q-f
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SOFTWARE
UPDATE
POLICY
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SOFTWARE MANAGEMENT, INC.
P. O. BOX 1381
MT. DORA, FL 32757
SOFTWARE UPDATE POLICY
MUNIS
MUNIS (Municipal Information System) is a product of The
Computer Center, consisting of BUDGETING, GENERAL
LEDGER, ACCOUNTS PAYABLE, PURCHASE ORDERS, ACCOUNTS
RECEIVABLE, PAYROLL, PERSONNEL, FIXED ASSETS AND PROJECT
ACCOUNTING. Software Management (SMI) is a dealer
for this product. As a dealer we do not dictate when
enhancements of the product are released. However, we
chose to become dealers of MUNIS partially because it is
updated on a regular basis, in recent history, once
annually.
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SMI products have been developed by Software Management
and consists of UTILITY BILLING, CASH REMITTANCE,
OCCUPATIONAL LICENSES, BUILDING PERMITS, INVENTORY/VEH.
MAINTENANCE, SPECIAL ASSESSMENTS, AND CEMETERY.
With the exception of Utility Billing, customers covered
by the Annual Software Support Agreement are entitled to
free enhancements of the products as they are released.
SMI products are upgraded on an as needed basis, not
annually.
UTILITY BILLING-
We recognize that Utility Billing, in the Municipality
arena, is not an off the shelf or canned application.
That is to say that it is local ordinance driven and
therefore varies significantly from site to site.
Because of this fact SMI customizes or changes at least
a dozen programs to fit each municipality's specific
requirements.
When it comes to updating the Utility Billing software,
SMI provides the enhanced programs as a part of the
service in our Annual Support Agreement. However, there
is a charge for the customization that is required for
each site. This charge is quoted separately for each
site based on the degree of customization'that has been
done.
NOTIFICATION/EDUCATION-
SMI customers covered by our Annual Software Support
Agreement will be notified, in advance of a new release.
SMI will coordinate the delivery of this new release
with a User Exchange Meeting. In this meeting, provided
at no charge, customers will be shown the enhancements
in detail and discussion will follow.
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INSTALLATION-
The update will then be distributed to the customers.
There will be a media copying charge as many of our
users are on different types of computer systems
with different types of backup devices. This charge,
which includes updated documentation, is usually less
than one hundred dollars ($100).
SMI encourages users to become familiar enough with
their systems to install these updates with no or very
little assistance from us. At each and every site we
will designate a person to be SYSTEM ADMINISTRATOR.
The system administrator will advise SMI, based on their
comfort range and expertise level, as to how much SMI
needs to be invol,ved. If the customer requests SMI to
install the update it will be SMIts decision to come on
site or install via modem. SMIts involvement will be
billed at our preferred rate for supported customers
plus travel related expenses.
ON SITE TRAINING-
For those customers who choose not to attend the User
Exchange Meeting and would like to be trained on the
updated programs at their location, we will accomodate
at our preferred rate for supported customers plus travel
related expenseso
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