HomeMy WebLinkAbout1999-011_ w
-SOUTHEHN.PETHULEUM SYSTEMS.:SERVING THE PETROLEUM INDUSTRY SINCE 1953
2016 STANHOME WAY, ORLANDO, FLORIDA 32804 PHONE 407 481-9755 FAX 407 481-9722
JACKSONVILLE 904 384-1000 MIAMI 305 558-0440 TAMPA 813 620-3300
January 5, 1999
M� Lynn Williams
Indian River County Sheriff's Office
4552 415' Street
Vero Beach, FL 32967
PROJECT: Indian River County Sheriff's Office
4552 415' Street
Vero Beach, FL
RE: PROJECT PROPOSAUAGREEMENT — JOB # OCP4936
Dear M. Williams:
----.� the „f k as described on the
We are pleased to ei.iuriiii this prDNuaBi to p^cnurin uic scDpa .. ..Dry A� ..��
project plans and specifications, and/or this proposal, which shall define the project scope of
work.
CONSTRUCTION SCOPE OF WORK:
1.1 Obtain permits related to this scope of work.
1.2 Furnish DEP reports for tank removal, tank installation and piping.
1.3 Remove two (2) dispensing units from islands and set aside for reuse.
1.4 Sawcut over product lines from STP to dispenser. Remove and dispose of partial
concrete/asphalt tank and/or drive slabs assumed to be 6 inches thick and 3 x 20 arid 3
x 30. A total of 150 S.F.
1.5 Remove and dispose of four (4) tanks (1-1,000 gallon, 1-550 gallon, 2-275 gallon)
1.6 Remove and dispose of or cap and abandon in place approximately 60 L.F. of
fiberglass fuel lines.
1.7 Remove and dispose of or cap and abandon in place approximately 70 L.F. of steel
vent lines.
1.8 Perform tank and piping closure per FDEP guidelines on UST's and lines removed.
1.9 Reuse existing two (2) 10,000 gallon fuel tanks.
2.0 Furnish and install 1-1,000 gallon AST Ecovault tank, 1-550 gallon AST EcovaLlt timin;,<.
2-275 gallon AST Ecovault tank.
2.1 Furnish and install up to 20 tons of sand backfill material.
2.2 Furnish and install two (2) OPW 61FSTOP drop tubes.
SERVING TI!L PETROLEUM INDUSTRY SINCE 1953
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OPC-4936
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2.3 Furnish and install two (2) Vaporless leak detectors.
2.4 Furnish and install two (2) 42 inch Pemco STP manholes.
2.5 Furnish and install two (2) Red Jacket % HP submerged pumps. Provide two (2) new
control boxes.
2.6 Furnish and install two (2) poly type STP sumps
2.7 Furnish and install two (2) poly type dispenser sumps.
2.8 Furnish and install four (4) post bumper guards 6" outside diameter x 6'6" length.
2.9 Furnish and install I inch d0 ihlewall dirpr_.t Miry flexihlP nrMUC_.t nine.
3.0 Furnish and install black steel above ground for the gasoline dispensers on the AST's.
3.1 Perform post -construction precision test on two (2) tanks, two (2) product lines.
3.2 Form and pour a 10'x 12'x 6" inch concrete tank slab.
3.3 Form and pour a 20' x 3' x 6" trench.
3.4 Reuse existing island and/or bumper guards.
3.5 Furnish labor and materials to paint four (4) bumper posts.
3.6 Clean up construction debris and trash from work performed by Southern Petroleum
Systems.
Construction Lump Sum Amount ................................................. $ 77,836.00
NOTES:
1. Time of Construction: The estimated time of construction for the stated scope of work
is ( 16 ) working days from the date of commencement of work on the project, subject
to rain delays and/or other conditions not under the control of Southern Petroleum
Systems.
2. Plans/Specifications: An amount of $0.00 for plans and specifications is included in
this proposal. Any additional cost for required plans and/or specifications shall be an
extra cost to the proposed price.
3. Permits: An allowance of $400.00 is included in this proposal for permits. Any
additional cost for obtaining the required permits shall be an extra cost to the proposed
base price.
4. Exhibit "A" is attached to, and made a part of, this proposal.
5. This proposal is limited to the quantity of materials listed in the attached Work Scope,
additional materials may result in an increase in the contract amount.
6. Prior to tank removal, it is the owner's responsibility to have the tanks pumped empty of
all materials to within one inch of tank bottoms.
7. Contaminated Water/Soil: This quotation does not include the removal and/or disposal
of contaminated water and/or contaminated soils, and if required, contaminated water
and/or contaminated soils will be removed of and disposed of per Florida Department
of Environmental Protection specifications and regulations for an additional charge
based upon a unit cost per gallon or unit cost per cubic yard, including transportation.
OPC-4936
1 /5/99
irc Sheriffs Office
Peg. 3
8. Tank Excavation Backfill: This proposal assumes use of existing on site fill materials.
Additional backfill materials, if required, will be provided per unit cost schedule.
p. Dewatering: Provisions for dewatering are not included in this proposal. Should
dewatering be required, cost will be on a time and material basis with cost submitted
under separate bid.
10, Soils from existing tank farm are assumed to be uncontaminated and can be reused.
11. All soils excavated and not utilized during installation will be disposed of by others.
12. The cost of sheet piling, if required, is not included in this quote.
13. Asphalt repairs will be done by Owner.
14. SPS will provide an electrician to perform the work contained in proposal.
Thank you for your consideration of Southern Petroleum Systems Incorporated, and we look
forward to the possibility of working with you for the successful completion of this project. If you
.have any questions, please feel free to contact us.
Cordially,
SOUTHERN PETROLEUM SYSTEMS
flVa
Brad Walters
Sales/Project Manager
In
Dy. -• , r.. rvinya I
Title: CHAIRMAN
Date: ll/a/9 9 _
Approval/Acceptance By SPS Authorized Officer
Approved Approved as Noted Date:
111103
El
OPC-4938
115199
ire Sheoff s Office
Page <
Exhibit "A"
TERMS AND CONDITIONS
initial
Stated Terms & Conditions of sales between Southern Petroleum Systems Incorporated ("SPS"), as Seller, and Purchaser/Owner:
1. GENERAL PROVISIONS: The prices and terms of this proposal are valid for a period of thirty (30) days from the date of this
proposal. SPS has the right to correct any stenographic or clerical errors in any of the writings issued by it. The terms and
conditions stated herein constitute the complete and exclusive statement of terms and conditions of this proposal/contract, and
there are no other promises, conditions, understandings, representations, or warranties of any kind, verbal or written. It is also
mutually agreed that all terms, conditions, and provisions whether printed, stamped, typed, or written on customers purchase
order or other communications (except the description and specifications of goods ordered, quantity, price, invoice number, and
shipping Instructions) shall be ineffective, and not applicable. It is expressly understood and agreed that SPS's obligation to
make any payment to subcontractors, consultants, laborers or material suppliers Is contingent and absolutely subject to the
condition precedent that the Purchaser/Owner makes payment to SPS for the approved scope of work, labor or material as
requested by the contractor, subcontractor, consultant or material supplier. This proposallcontract may be modified only in
writing, and signed by an executive officer of SPS to be effective. The failure of SPS to enforce any right thereunder will not be
construed as a waiver of its rights to performance in the future.
OFFER AND ACCEPTANCE: This proposal and acceptance by Purchaser/Owner is subject to acceptance by an authorized
SPS corporate officer. SPS reserves the right to approve and extend credit to all Purchasers/Owners with the establishment of
satisfactory credit terms and/or payment conditions acceptable to SPS. To Purchasers/Owners with approved credit, the
standard payment terms (unless modified in writing In this proposal) are as follows:
Owner: SPS:
1.) Construction/Installation Deposit: Twenty-five Percent (25%) of Contract Amount to
be paid with Acceptance of Proposal, and Twenty-five Percent (25%) to be paid upon
obtaining all project permits, plus permit costs, if any, which are inexcess of Permit
Allowance Amount.
2.) Construction/Installation: Net Due Ten (10) Days from Invoice Date; with Progress
Billings to be Invoiced up to B" -weekly Periods
3.) EqulpmenflParts: Net Due Five (5) Days from Invoice Date
4.) Special Terms:
(Terms to be acknowledged by Purchasees/Ownees and Southern
Petroleum Systems' Initials.)
3. SOURCE OF PAYMENT FUNDS: This proposal acceptance by an authorized SPS corporate officer shall require the
Identification and execution of the Source of Funds documents in the form of Exhibit 8 or Exhibit B-1, which is attached to and
made a part of this Proposal/Agreement, unless waived specifically and only by an authorized SPS corporate officer.
4. WARRANTY: The equipment and/or parts included in this proposal are specifically warranted only to the extent of warranties in
effect at the time of purchase and/or installation as provided by the manufacturer of the specific equipment and/or part. SPS
extends no warranty of any kind with respect to the functionality of equipment or parts; and any and all such warranties,
expressed or implied, including warranties of merchantability or fitness for a particular purpose, are hereby disclaimed. SPS shall
not be responsible for loss or damage to equipment or merchandise while in transit on common carrier; and claims for such
damage shall be made by the Purchaser/Owner against the common carrier.
5. TIME OF SHIPMENT: SPS will use reasonable diligence to meet the scheduled shipment dates provided herein, which are
estimates and not guarantees of when the equipment will actually be shipped. In no event shall SPS be liable for any loss or
damage of any kind to any person, incidental or consequential, due to delays in shipments. Buyer's acceptance of delivery shall
constitute a wavier of any damage or delay.
6. FORCE MAJECRE: SPS shall not be liable for damages of any kind caused by delays in shipment, delivery, or ary other
nonperformance of the contract directly or Indirectly resulting from or contributed to by any circumstances beyond SPS's control,
Including, without limitation, accident to SPS's plant or equipment, riots, wars or national emergencies, labor disputes of every
kind however caused, embargoes, non-delivery by suppliers, inability to obtain supplies through normal sources or supplies,
delays by carriers or postal authorities, or governmental restrictions, prohibitions or diversions. The occurrence of any SnCh
circumstance shall operate to extend SPS's time of performance thereunder for a period not less than the period of such de;ay
In the event of any such circumstance, SPS may allocate its production and deliveries among its customers as it may decide in its
sole discretion.
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7. CANCELLATION: Any cancellation of this contract must be in writing signed by Purchaser/Owner and accepted by a corporate
officer of SPS. Upon such cancellation, Buyer agrees to pay SPS immediately all costs and expenses Incurred by SPS in
connection with the contract. Such costs and expenses shall include, without limitation, SPS's cost of labor applied to the
contract, overhead, coals of any materials applied to or ordered for the contract, and any charges imposed upon SPS by its
suppliers or subcontractors. No equipment or parts shall be returned or accepted for credit without written approval of SPS's
management.
B. UNDERGROUND HIDDEN CONDITIONS: Unless noted In the plans and/or specifications, this proposal assumes there are no
underground utility, petroleum, electrical or other piping, structures or encumbrances that will conflict or be damaged by
demolition, excavation, concrete cutting or removal required to perform this project scope of work; and further assumes that the
underground soil conditions and soil consistency will allow normal excavation and sloping of the excavated area without requiring
over -excavation, sheet piling, dewatering, rock removal or shoring (if excavation is required); and if such underground damage,
hidden conditions, or soil conditions are encountered, It will be construed as additional work, and an Extra Work Order or Change
Order will be required due to this condition.
9. UNIT COST: The Unit Cost Schedule (Exhibit B) Is attached to and made a part of this proposal, as may be applicable.
10. DEWATERING: Unless noted elsewhere In this proposal, dewatering of excavated areas for removal and/or installation of
underground tanks, piping and associated equipment or foundations shall be an additional cost to the project, and said cost shall
be determined based on existing site conditions at the time of excavation.
it. TANK REMOVAUABANDONMENT CONDITIONS: This proposal, per the project scope of work, includes abandonment and or
removal of tank(s) and submittal to the State and respective local agencies for all necessary documentation for disposal. Tha
stated prices do not Include disposition of contaminated soil or water if encountered. If encountered, these items v,ill be
considered an extra and quoted upon receipt of analytical test results for the soil and/or water. The stated price assumes that the
tank(s) contents will be emptied by the owner prior to arrival on site by SPS. All sludge/product remaining in the tank(s) will be
disposed of in accordance with Federal, State and local regulations. Any cost associated with processing and disposal will be
paid by the owner. (See attached Exhibit B - Unit Cost Schedule.)
12. CHANGES IN THE SCOPE OF WORK OR EQUIPMENT: Any changes in the scope of work or equipment specified in this
proposal as may be requested by the Purchaser/Owner, or the Contractor/Seller, shall only be performed or changed after
Issuance of a written Change Order or Purchase Order and signed acceptance by an authorized individual for both the
Purchaser/Owner and the Contractor/Seller. Verbal changes will not be valid.
13. HOLD HARMLESS AGREEMENT: The Purchaser/Owner shall hold the Contractor/Seller harmless for any damage, accidents,
contamination or injuries that may occur to, or on, the project property, adjacent structures, and/or persons on the project property
relating to the execution of the proposed scope of work or authorized changes thereto.
14. PROPERTY INSURANCE: Unless otherwise provided, the Purchaser/Owner shall provide property insurance (Bulldet's Risk
Insurance) in the amount of the current Contract Sum for the work at the site, on a replacement cost basis, until final completion
of the scope of work; and such Insurance shall Include the interest of the Purchaser/Owner and Seller/Contractor.
15. REMEDIES UPON BREACH: If Purchaser/Owner breaches this contract, SPS shall be entitled, in addition to any other remedy
at law or equity, to recover all costs and expenses Incurred by SPS in connection with the contract. Such costs and expenses
shall include, without limitation, SPS's costs of labor applied to the contract, overhead, costs of any materials applied to or
ordered for the contract, and any charges imposed on SPS by its suppliers or subcontractors. if SPS breaches this contract,
Purchasers/Owners exclusive remedy shall be to terminate this contract by written notice thereof to SPS, and to receive a refund
of the Invoice price, If previously paid, of any equipment that has not been shipped or otherwise Identified to the contract as of the
date of such termination. Notwithstanding such termination of the contract, however, Purchaser/Buyer shall immediately pay SPS
the invoice price of any equipment that has been so shipped or so identified to the contract, if not previously paid, ana shall be
entitled to receive such equipment from SPS upon SPS's receipt of such payment. In no event shall SPS be liable for any
additional damagLs of any kind, including, without limitation, Incidental or consequential damages.
16. COSTS OF COLLECTION AND ENFORCEMENT/GOVERNING LAW: Purchaser/Owner shall pay all of SPS's co t s
Including reasonable attorneys fees, in collecting any amount not paid when due thereunder or of otherwise enforcing the terms
and conditions of this contract. This proposallcontract shall be governed by Florida law; and SPS may, In its sole discretion,
bring and/or maintain any action seeking to enforce the provisions hereof In any stale or federal court of competent jurisdiction
located In Duval County, Florida.
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PERCONTI DATA SYSTEMS, INC.
Software Consulting / Development Agreement
THIS AGREEMENT, made and entered into this -�� day of 1999, by and
between Indian River County Board of County Commissioners ( einafter "Cus mer") and Perconti Datta
Systems, Inc. (hereinafter "Consultant"):
WITNESSETH:
WHEREAS, Customer desires to have Consultant provide consulting, and/or software, and/or
development services, as hereinafter defined, on the terms and conditions set forth in this Agreement; and
WHEREAS, both parties represent that they are able to comply with and otherwise satisfy the terms
and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, as well as the obligations herein made and
undertaken, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows:
Section 1
Scope of Services
1.1 Consulting Services and Programming and Materials. Consultant shall provide consulting
services with respect to the development, integration, and implementation of THE INDIAN RIVER
COUNTY PROJECT as more fully described in Exhibit A attached hereto. Consultant shall provide all
reasonable effort to prepare, complete, and install the programming and materials identified as to be furnished
by Consultant in Exhibit A attached hereto.
1.2 Consultants Personnel. Ali work shall be performed in a workmanlike and professional
manner by employees of Consultant having a level of skill in the area commensurate with the requirement of
this Agreement. Consultant shall require its employees at all times to observe security and safety policies of
Customer.
Section 2
Turen rived Terminaiion
2.1 Term. The term of this Agreement shall commence on the date set forth above and shall
continue through the completion of the services set forth in Exhibit A hereto, and thereafter for so long as
Customer seeks and obtains services from the Consultant.
2.2 Termination. This Agreement may be terminated by either party upon 30 days written notice
if the other party breaches any material obligation provided hereunder and the breaching party fails to cure
such breach within the 30 day period, provided that the cure period for any failure of Customer to pay fees
and charges due hereunder shall be 10 days from the date of receipt by Customer of notice of such failure.
Consultant may terminate this Agreement upon written notice at any time after completion of services
Consultant has undertaken.
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2.3 Remaining Payments. Within 30 days of termination of this Agreement for any reason,
Consultant shall submit to Customer an itemized invoice for any fees or expenses theretofore accrued under
this Agreement. Customer, upon payment of accrued amounts so invoiced, shall thereafter have no further
liability or obligation to Consultant whatsoever for any further fees or expenses arising hereunder. In the
event Consultant terminates this Agreement because of the breach of Customer, Consultant shall be entitled
to a pro rata payment for work in progress based upon the percentage of work then completed, plus the full
amount of payment attributable to programming and materials already furnished by Consultant.
Notwithstanding any termination of this Agreement, the rights and licenses granted under Section 4 hereof
shall continue in effect in accordance with their terms.
Section 3
Fees, Expenses, and Payment
3.1 Fees. In consideration of the services to be performed by Consultant, Customer shall pay
Consultant the fees set forth in Exhibit A hereto.
3.2 Reimbursement of Expenses. In addition to the foregoing, if expenses are specified in
Exhibit A, Customer shall pay Consultant its actual out-of-pocket expenses as reasonably incurred by
Consultant in furtherance of its performance hereunder, not to exceed the amounts shown in Chapter
112,Florida Statutes. Consultant agrees to provide Customer with access to such receipts, ledgers, and other
records as may be reasonably appropriate for Customer or its accountants to verify the amount and nature of
any such expenses.
3.3 Additional Work. The fees and charges for any follow-on or additional work not described in
Exhibit A shall be performed at Consultant's then -current rates for such work, unless specifically identified as
a fixed -priced item and appended to Exhibit A.
3.4 Payment. Customer shall pay all fees and expenses owing to Consultant hereunder pursuant
to the Florida Prompt Payment Act after Consultant has submitted to Customer an invoice therefor. Invoices
shall be submitted to coincide with payment schedule set forth in Exhibit A hereto.
Section 4
Ownership Rights
4.1 Ownership. As between Customer and Consultant, except as set forth below in this Section
4, all right title and interest, including trademarks, copyright interests, and other forms of intellectual
property, in and to the programming and materials produced or provided by Consultant, alone or in
combination with Customer and/or its employees (collectively, the "Software") in the performance of the
services called for in this Agreement shall be the property of Consultant. Customer agrees that, except as
otherwise provided in Section 4.3 hereof, and contribution by Customer or its employees to the creation of
the Software, including all copyright interests therein, shall be considered works made for hire by Customer
for Consultant and that, except as otherwise provided in Section 4.2 hereof, such works shall, upon their
creation, be owned exclusively by Consultant. To the extent that any such works may not be considered
works made for hire under applicable law, Customer hereby agrees to assign and, upon their creation,
automatically assigns, to Consultant the ownership of all copyright interests therein, without the necessity of
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any further consideration.
4.2 Customer License. Effective upon completion of the services set forth in Exhibit A and payment by
Customer of the fees and expenses invoiced by Consultant with respect thereto, Consultant shall issue to
Customer a nonexclusive license to use the Software. Notwithstanding any termination of this Agreement,
Customer shall agree to the terms and conditions set forth in the license agreement. Consultant shall make
available to Customer an annual software maintenance agreement.
4.3 Customer Data. All right, title, and interest in and to any data relating to Customer's business
are and shall remain the property of Customer, whether or not supplied to Consultant.
Section 5
Responsibilities of Customer for Software
5.1 Environment and Utilities. Customer is responsible for ensuring a proper environment and
proper utilities for the computer system on which the Software operates, including but not limited to an
uninterruptable power supply.
5.2 Qualified Operator. Customer is responsible for selecting a trained operator(s) who is/are
qualified to operate the Software on Customer's own equipment and is familiar with the information,
calculations, and reports that serve as input and output of the Software. Customer accepts sole responsibility
for the use of the Software in its business and operations.
5.3 Right to Inspect. Customer hereby authorizes Consultant to enter Customer's premises in
order to inspect the Software in any reasonable manner during normal business hours.
5.4 Obsolescence. Except as otherwise agreed by Consuitant with reference to further work
orders, Consultant is not responsible for obsolescence of the Software that may result from changes in
Customer's requirements. Consultant assumes no responsibility for the use of superseded, outdated, or
uncorrected versions of the Software.
Section 6
Proprietary Information
6.1 Trade Secrete_ C'.tictnmer arknnwlerloe_.c that in grriPr to nPrfnrm the ePryirrc ra_nPd fer in. tl'.S
Agreement, it shall be necessary for Consultant to disclose to Customer certain Trade Secret(s) that have
been developed by Consultant at great expense and that have required considerable effort of skilled
professionals. Customer further acknowledges that the Software will of necessity incorporate such ► rade
Secrets. Customer agrees, except as may be required by the Public Records Act, that it shall not disclose,
transfer, use, copy, or allow access to any such Trade Secrets to any employees or to any third parties,
excepting those who have a need to know such Trade Secrets in order to give effect to Customer's rights
hereunder and who have bound themselves to respect and protect the confidentiality of such Trade Secrets.
6.2 Scope of Restriction. As used herein, the term "Trade Secret(s)" shall mean any scientific or
technical data, information, design, process, procedure, formula, or improvement that is commercially
valuable to Consultant and not generally available in the industry.
Section 7
Warranties
7.1 By Customer. Customer warrants that it owns all right, title, and interest in and to, or has fill
and sufficient right and authority to use in the manner contemplated by this Agreement, any programming,
materials, or data furnished by Customer to Consultant in connection with Consultant's performance of the
services called for by this Agreement.
7.2 By Consultant. Consultant warrants that:
a. Consultant's performance of the services called for by this Agreement does not and
shall not violate and applicable law, rule, or regulation; any contracts with third parties, or any third -party
rights in any patent, trademark, copyright, trade secret, or similar right; and
b. Consultant has sufficient right, title, and interest in and to the Software, exclusive of
rights respecting programs, data, and materials identified as furnished to Customer by Third -party vendors, to
grant and convey the rights accorded to Customer under Section 4 hereto.
7.3 Conformity of Software. Consultant warrants that, commencing upon installation of the
Software and for a period of six months thereafter, the Software shall operate in substantial conformity with
the specifications published by Consultant with respect thereto. If, on the basis of evidence submitted to
Consultant during such period, it is shown that the Software is nonconforming, then, as the sole and
exclusive remedy of the customer, Consultant shall, at its option, either correct the nonconformity or return
all payments made to Consultant within the prior twelve months for such nonconforming software. If it is
ultimately determined that no such nonconformity exists, or that the nonconformity is owing to actions of
Customer or third -party vendors, Customer shall compensate Consultant for its services at Consultant's
estRhl_ished rates. EXCEPT AS SET FORTH IN THIS SECTION 7, CONSULTANT MA;;E S NO
REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Section 8
Limitation of Liability
8.1 No Conseauential Damages, etc, in no event shall Consultant be liable to Customer for any
incidental, indirect, or consequential damages or lost revenues/profits of Customer.
8.2 Loss of Data. In no event shall Consultant be liable for loss of data or records of Customer, it
being understood that Customer shall be responsible for assuring proper and adequate backup and storage
procedures.
Section 9
Miscellaneous
9.1 Governing Law. This agreement shall be'governed and constmed in all respects in
accordance with the laws of the State of Florida as they apply to a contract entered into and performed in
that State.
9.2 Arbitration and Venue._ The Customer and Consultant expressly agree that any claim or
controversy arising out of or relating to this Contract, or breach thereof, shall be settled by arbitration before
an arbitrator and in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and any judgment upon the award rendered by the arbitrators may be entered in any Court
having jurisdiction thereof.
9.3 Independent Contractors. The parties are and shall be independent contractors to one
another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or
joint venture between the parties.
9.4 Notices. All notices required or permitted hereunder shall be in writing addressed to the
respective parties as set forth herein, unless another address shall have been designated, and shall be delivered
by hand or by registered or certified mail, postage prepaid.
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9.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and
supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing.
This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when
signed by the party sought or be bound.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives, on the date and year first above written.
INDIAN RIVER COUNTY—
BOARD OF COUNTY COMMISSIONERS
[Customer)
By:
en Mick, Ch irman ,
Date approved:
Address for Correspondence:
INDIAN RIVER COUNTY
BOARD OF COUNTY COMMISSIONERS
1840 25"" STREET, VERO BEACH, FL 32960
PERCONTI DATA SYSTEMS, INC.
(Consultant]---,--,—�—��
By:
Title: —Pr 2? 2s;
Date: 1 1i I Z-jq�
Address for Correspondence:
Perconti Data Systems, Inc.
8601 Fourth St. N., Suite 210
St. Petersburg, FI 33702
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P'ERCOINTI DATA SYSTEMS, INC.
Software Design and Data Systems Consulting
EXHIBIT A
AVAILABILITY
Our windows -based full system will be ready for implementation at Indian River County during
the first quarter of the 1999 calendar year. However PDS has always worked on a first come,
first serve basis. We would recommend proceeding as quickly as possible through the contract
or purchase order process to insure your spot in the queue. PDS estimates that full
rnnlomnn4� ,r"n "dill nnn„r A 0 months from the .start of the project.
thin v N' �`"�
PROPOSAL
CURRENT SYSTEM CONFIGURATION
Indian River County has a the following software license and configuration:
CD -Plus (DOS-based)
• 40 user license
• Base System (includes address management, security, cash management, and reporting)
• Permitting and Inspections Module
• Development Review Module
• Growth Management Module
• AIRS Touch -Tone Inspections Module
CURRENT SYSTEM UPGRADE PROPOSAL
The total cost of the software license for the above software is $45,000. This amount is the
amount credited to the county for the purchase of the new windows -based software.
The cost of upgrading your existing systern to the windows -based system is listed below:
CD -Plus for Windows 95/NT
$160,000
40 user license
Base System
Permitting and Inspections
Development Review
Growth Management
AIRS Touch -Tone Inspection Module
Upgrade Credit
-$45,000
0 - I a C
...
Training
$5,000
Installation support
$2,500
TOTAL
$122,500
8601 Fourth Street North, Suite 210 • Saint Petersburg, Florida 33702
Voice: 727-576-7727 • Fax: 727-576-8033 • email: info@perconti.com
http:r' /wtvw.perconti.com
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PERCONTI DATA SYSTEMS, INC.
Maintenance and Support Agreement
This Maintenance and Support Agreement is made and entered into this 1 2 t h day of
January , 1999, by and between Perconti Data Systems, Inc., hereinafter referred to as
"Support Vendor", and Indian River County Board of County Commissioners, hereinafter referred to as
"Customer";
WITNESSETH:
WHEREAS, the Customer has purchased a license to one or more modules of the computer system
henceforth referred to as "Licensed Program". The Customer has obtained a non-exclusive, non -transferable
license to use certain computer software in object code form and related user documentation (the "Licensed
Program") on certain terms and conditions; and
WHEREAS, Support Vendor has, as the owner of the Licensed Program, the source code and other
support documentation for the Licensed Program and has the requisite authorization to have access to the
Licensed Program in Customer's possession and to make and offer to Customer the maintenance
modifications, enhancements, and new releases provided for herein; and
WHEREAS, Support Vendor desires to offer Customer certain services with respect to the Licensed
Program on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises hereof, and the mutual obligations herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
Section 1
Definitions
For the purposes of this Agreement, the following definitions shall apply to the respective capitalized terms:
1.1 "Licensed Program." The computer software described in Attachment A and henceforth
referrer] to as C D -RP us . including any extracts firom such software, derivative works of such software, or
collective works constituting such software (such as subsequent Re!cmes) to the extent nv__a
-_--- �••, - G`reU to Cusiomer
under this Agreement or the Licer:se Agreement
1.2 "Agreement Term." An initial period of I year, commencing on the date of the final
implementation and acceptance of the CD -Plus System, described in Exhibit A. The Agreement Term shall
automatically renew for successive periods of one year each unless and until terminated pursuant to Section 6
hereof. The second year may be prorated to expire on September 30 to allow for concurrence with the
Customer's fiscal year.
1.3 "Error." Any failure of the Licensed Program to conform in all material respects to the
functional specifications for the Licensed Program published from time to time by Licensor. However, any
nonconformity resulting from Customer's misuse or improper use of the Licensed Program or combining or
merging the Licensed Program with any hardware or software not supplied by Licensor or Support Vendor,
or not authorized to be so combined or merged by Licensor or Support Vendor, shall not be considered an
Error.
1.4 "Error Correction." Either a software modification or addition that, when made or added to
the Licensed Program, establishes material conformity of the Licensed Program to the functional
specifications, or a procedure or routine that, when observed in the regular operation of the Licensed
Program, eliminates the practical adverse effect on Customer of such nonconformity.
1.5 "Enhancement." Any modification or addition that, when made or added to the Licensed
Program, materially changes its utility, efficiency, functional capability, or application, but that does not
constitute solely an Error Correction. Enhancements may be designated by Support Vendor as minor or
major, depending on Support Vendor's assessment of their value and of the function added to the pre-existing
Licensed Program.
1.6 "Normal Working Hours." The hours between 8:30A.M. and 5:OOP.M. on the days
Monday through Friday, excluding regularly scheduled holidays of Support Vendor.
1.7 "Releases." New versions of the Licensed Program, which new versions may include both
Error Corrections and Enhancements.
Section 2
Scope of Services
2.1 During the Agreement Term, Support Vendor shall render the following services in support of
the Licensed Program, during Normal Working Hours.
a. Support Vendor shall maintain a telephone hot line that allows Customer to report
system problems and seek assistance in use of the Licensed Program.
b. Support Vendor shall provide responsive support and maintenance by providing
availability during Normal Working Hours with a goal of no longer than two (2) -hour response time.
Support Vendor shall provide modem support.
Suppori Vendor shall be responsible for using all reasonable diligence in correcting
verifiable and reproducible Errors when reported to Support Vendor in accordance with Support Vendor's
standard reporting procedures. Support Vendor shall, upon verifying that such an Error is present, initiate
work in a diligent manner toward development of an Error- Correction. Following completion of the Error
Correction, Support Vendor shall provide the Error Correction through a "temporary fix" consisting of
sufficient programming and operating instructions to implement the Error Correction, and Support Vendor
shall include the Error Correction in all subsequent Releases of the Licensed Program.
d. Support Vendor may, from time to time, offer major Enhancements to its customers,
generally for an additional charge.
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e. Subject to space availability, Customer may enroll its employees in Support Vendor's
training classes, held at Support Vendor's facility, for regular or advanced training.
f. Support Vendor shall consider and evaluate the development of Enhancements for the
specific use of Customer and shall respond to Customer's requests for additional services pertaining to the
Licensed Program (including, without limitation, data conversion and report -formatting assistance), provided
that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to by
Support Vendor and Customer.
Section 3
Nees and Charges
3.1 Customer shall pay the Support Vendor for the services set forth in Section 2 of this
Agreement an amount of Seventy Five Hundred Dollars ($7,500.00) for the system as described in Exhibit A.
For subsequent annual terms, Support Vendor shall notify the Customer of any price increase prior to sixty
(60) days from the end of the term. Such increase shall not exceed ten percent (10%) per year.
3.2 Customer shall. pay Support Vendor for additional services its fees and charges based on the
current rate schedule. Support Vendor reserves the right to change its rate schedule from time to time,
provided that no such change will be effective until at least 60 days after Support Vendor has given Customer
written notice of such change.
3.3 Support Vendor shall invoice Customer at the beginning of each calendar month for all fees
and charges accrued, and all reimbursable expenses incurred, during the previous month, and Customer shall
pay the invoiced amount pursuant to the Florida Prompt Payment Act.
3.4 Customer shall be responsible for procuring, installing, and maintaining all equipment,
telephone lines, communications interfaces, and other hardware (other than the hardware constituting the
program control center maintained at Support Vendor's facilities) necessary to operate the Licensed Software
and to obtain from Support Vendor the services called for by this Agreement.
Section 4
Proprietary Rights
4.1 To the extent that Support Vendor may provide Customer with any Error Corrections or
Enhancements or any other software, including any new software programs or components, or any
compilations or derivative works prepared by Support Vendor (collectively, "Vendor Programs"), Customer
may
a. install one set of the Vendor Programs, in the most current form provided by Support
Vendor, in Customer's own facility;
b. use such Vendor Programs in connection with the Licensed Programs, and in a manner
consistent with the requirements of the Agreement, for purposes of serving Customer's internal business
needs; and
C. make copies of the Vendor Programs in machine readable form for nonproductive
backup purposes only. Customer may not use, copy or modify the Vendor Programs, or any copy,
adaptation, transcription, or merged portion thereof, except as expressly authorized by Support Vendor.
Notwithstanding Section 6 hereof, Customer's rights under this Section 4.1 shall remain in effect for so long
as Customer is authorized to use the Licensed Programs under the License Agreement. Upon termination of
such License Agreement, Customer shall return or destroy the Vendor Programs, and returning the Vendor
Programs in the manner required by the License Agreement shall be sufficient for such purpose. Customer
shall not be held in violation of any of the restrictions of this paragraph to the extent necessary to comply
with the Florida Public Records Law.
4.2 The Vendor programs are and shall remain the sole property of Support Vendor, regardless of
whether Customer, its employees, or contractors may have contributed to the conception of such work,
joined in the effort of its development, or paid Support Vendor for the use of the work product. Customer
shall not assert any right, title or interest in such works, except for the non-exclusive right of use granted to
Customer at the time of its delivery or on-site development.
Section 5
Disclaimer of Warranty and Limitation of Liability
5.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPORT VENDOR
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE LICENSED
PROGRAM OR THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR
IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
5.2 In no event shall Support Vendor's cumulative liability for any claim arising in connection with
this Agreement exceed the total fees and charges paid to Support Vendor by Customer within the last 12
months. In no event shall Support Vendor be liable for an indirect, consequential, special, exemplary, or
incidental damages of whatever kind and however caused, even if Support Vendor knew or should have
known of the possibility of such damages.
Section 6
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6.1 This Agreement may be terminated as follows:
a. This Agreement shall immediately terminate upon the termination of the License
Agreement.
b. This Agreement may be terminated by either party upon the expiration of the then -
current term of this Agreement, provided that at least 30 days prior written notice is given to the other pairy;
or
C. This Agreement may be terminated by either party upon 30 days prior written notice if
the other party has materially breached the provisions of this Agreement and has not cured such breach
within such notice period.
6.2 Following termination of this Agreement, Support Vendor shall immediately invoice Customer
for all accrued fees and charges and all reimbursable expenses, and Customer shall pay the invoiced amount
immediately upon receipt of such invoice. Customer may continue to use any work supplied to Customer by
Support Vendor for the remaining term of the License Agreement. Any amount not paid within 60 days after
the include date shall bear interest at the lesser of one percent per month or the highest rate allowable by
applicable law.
Section 7
Miscellaneous
7.1 Each party acknowledges that it has read this Agreement, understands it, and agrees to be
bound by its terms. The parties further agree that this is the complete and exclusive statement of the
agreement of the parties with respect to the subject matter hereof and that it supersedes and merges all prior
proposals, understandings, and agreements, whether oral or written, between the parties with respect to the
subject matter hereof. This Agreement may not be modified except by a written instrument duly executed by
the parties hereto.
7.2 This Agreement and the parties' obligations hereunder shall be governed, construed, and
enforced in accordance with the laws of the State of Florida.
7.3 The Customer and Consultant expressly agree that any clam„ or controversy arising out of or
relating to this Contract, or breach thereof, shall be settled by arbitration before an arbitrator and in
accordance with the Commercial Arbitration Rules of the American Arbitration Association, and any
judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof.
7.4 In the event that any provision of this Agreement is held invalid, illegal, or unenforceable, the
remaining provisions shall be enforced to the maximum extent permitted by applicable law.
7.5 Neither party may assign its rights or duties under this Agreement without the prior written
consent of the other party, except to a successor of all or substantially all of its business and properties.
7.6 The waiver by either party of any term or condition of this Agreement shall not be deemed to
constitute a continuing waiver thereof not of any further or additional right that such party may hold under
this Agreement.
Section 8
Notices
Any notice required or permitted to be made or given by either party under this Agreement shall be made in
writing and delivered by hand or by certified mail, postage prepaid, addressed as set forth below or to such
other address as a party shall designate by written notice given to the other party.
Support Vendor: Salvatore Perconti, President
Perconti Data Systems, Inc.
8601 Fourth St. N., Suite 210
St. Petersburg, FI 33702
Customer: INDIAN RIVER COUNTY
BOARD OF COUNTY COMMISSIONERS
1840 25"i STREET, VERO BEACH, FL 32960
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives, on the date and year first above written.
INDIAN RIVER COUNTY
BOARD OF COUNTY COMMISSIONERS
By:
en Macht, C airman
Date approved: d a n u a r'y'' 12 , 1 9 9 9
PERCONTI DATA SYSTEMS, INC.
Salvatore Perconti, President
Date: Z J