HomeMy WebLinkAbout1999-012•
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PERCONTI DATA SYSTEMS, INC.
SofMlarr 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
implementation will occur within 9 months from the start of the project.
0 'l _ o 4
CURRENT SYSTEM CONFIGURATION
Indian River County has a the following software license and configuration:
CD -Plus (DOS-based)
40 user license
9 Base System (includes address management, security, cash management, and reporling)
® Permitting and Inspections Module
0 Development Review Module
0 Growth Management Module
c AIRS Touch -Tone Inspections Module
CURRENT SY ;TF -M UPGRAnF PRCPOSQ!
The total cost of tho 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 system 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
AIRG Touch- T co ne 4-ispe6ion Module
Upgrade Credit
-$45,000
Data Conversion
no cost
Training
$5,000
Installation support
—115-00
TOTAL.
$122,500
8601 Fourth Street !`forth, Suite 210 0 Swint Petersburg, Florida 33702
Voice: 727-576-7727 e Fax: 727-576-8033 + email: info@perconti.conn
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Section 2
Grant of License
2.1 Scope of License. Subject to compliance by Licensee with the terms hereof, Licensor hereby
grants to Licensee, in perpetuity unless terminated as provided herein, a personal, non-exclusive,
nontransferable license (without the right of sublicense), to:
a. Install, use, and execute the Licensed Program on Licensee's computer system (LAN
and/or WAN) owned or leased and used by Licensee at its facilities in the United States in support of the
internal business activities of Licensee;
b. Use the Licensed Documentation only in conjunction with installation and use of the
Licensed Program; and
C. Prepare Maintenance Modifications to the Licensed Program and Licensed
Documentation and use such works onlyas authorized in Sections 2.1(a) and 2.1(b) hercof.
2.2 Delivery of Materials. Licensor has delivered one copy of the Licensed Program and
Licensed Documentation to Licensee as per contract delivery schedule,
2.3 Availability of Licensor Enhancements. Licensor agrees to offer to Licensee a license to
Enhancements that Licensor develops and offers generally to licensees of the Licensee Program at its
announced license fees for such Enhancements. Licensor shall advise License of the availability of any Such
Enhancements and of the license terms available for such Enhancements.
Section 3
Title to Materials
3.1 Title to Licensed Program and Licensed Documentation. All right, title, and interest in
and to the Licensed Program and Licensed Documentation, including the media on which the same are
furnished to Licensee, are and shall remain with Licensor. Li cerisce acknowledges that no such right, title,
or interest in or to the Licensed Program and the Licensed Documentation is granted tinder this Agreement,
and no such assertion shall be made by Licensee. Licensee is granted only a limited right of use of the
Licensed Program and Licensed Documentation as set forth herein, which right of use is not coupled with an
interest and is revocable in accordance with the terms of this Agreement.
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4.2 Payment. The License fee set forth in Section 4.1 hereof shall be paid by Licensee pursuant
to the Florida Prompt Payment Act.
4.3 Taxes. The license fee specified in Section 4.1 hereof is exclusive of any federal, state, or
local excise, sales, use, and similar taxes assessed or imposed with respect to the computer software licensed
hereunder. Licensee shall pay any such amounts upon request of Licensor accompanied by evidence of
imposition of such taxes, except as licensee is exempt from such taxes.
Section 5
Proprietary Protection of Materials and Trade Secrets
5.1 Aknowledgment of Proprietary Materials; Limitations on Use. Licensee acknowledges
that the Licensed Program and Licensed Documentation are unpublished works for purposes of federal
copyright law and embody valuable confidential and secret information of Licensor, the development of
which required the expenditure of considerable time and money by Licensor. Licensee shall treat the
Licensed Programs and Licensed Documentation in confidence and shall not use, copy, or disclose, nor
permit any of its personnel to use, copy, or disclose the same for any purpose that is not specifically
authorized under this Agreement.
5.2 Secure Handling. Except for copies of the Licensed Program installed and operated upon its
computers as permitted hereunder, Licensee shall require that the Licensed Program and Licensed
Documentation be kept on Licensee's premises in separate, secured safes or cabinets, which shall be
maintained in a manner so as to reasonably preclude unauthorized persons from having access thereto, and
Licensee shall permit such safes or cabinets to be open to access only as necessary for Licensee's use thereof
in accordance with the terms of this Agreement,
5.3 Proprietary Legends. Licensee shall not permit any personnel of Licensce to remove tiny
proprietary or other legend or restrictive notice contained or included in any material provided by Licensor,
and Licensee shall not permit Licensee personnel to reproduce or copy any such material except as
specifically authorized hereunder.
5.4 Licensee's Obligations Respecting Access. Licensee shall limit use of and ac,, oss to the
Licensed Program and Licensed Documentation to such personnel of Licensee as are directly involved in the
use thereof by Licensee, and Licensee shall (1) disclose such information only to personnel of Licensee who
Licensee has no reason to believe are untrustworthy or may violate the provisions of this Section 5 and (2)
prevent all Licensee personnel from having access to any such information that is not required in the
performance of their duties for Licensee,
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5.5 Injunctive Relief. Licensee recognizes and acknowledges that any use or disclosure of the
Licensed Program or Licensed Documentation by Licensee in a manner inconsistent with the provisions of
this Agreement may cause Licensor irreparable damage for which remedies other than injunctive relief may
be inadequate, anu Licensee agrees thai in any request to a court of competent jurisdiction by Licensor for
injunctive or other equitable relief seeking to restrain such use or disclosure, Licensee will not urge that such
remedy is not appropriate under the circumstances.
5.6 Technical Protections. Licensor may from time to time prescribe password protection as an
additional security measure for the Licensed Program, and Licensee shall cooperate with Licensor in
connection therewith.
5.7 Security Audit. Licensor shall have the right to make visits to the Licensee's computer
facilities to review security measures respecting the Licensed Program and Licensed Documentation, and, if
deficiencies are identified by Licensor, Licensee shall implement such additional security practices as are
reasonably necessary to adequately ensure the security of the Licensed Program and Licensed
Documentation.
5.8 Survival of Terms. The provisions of this Section 5 shall survive termination of this
Agreement for any reason.
5.9 Public Records Act. The provisions of Section 5 are subject to the Florida Public
Records Act and other laws, and Licensee's obligations hereunder must be in compliance with the
law, and Licensee shall not be in breach of this agreement by such compliance.
Section 6
Limited Warranty, Limitation of Liability, and Indemnity
6.1 Limited Warranty Against Infringement. Licensor warrants that the Licensed Program
and Licensed Documentation as delivered to Licensee do not infringe any third -party rights in patent,
copyright, or trade secret in the United States.
6.2 Limited Warranty of Conformity. Licensor warrants, for the benefit only of Licensee, that
for a period of one year after delivery to Licensee of the Licensed Program, the Licensed Program shall
conform in all material respects to the Specifications (except for modifications made by Licensee or by
Licensor at the request of Licensee). Licensor assumes no responsibility for obsolescence of the Licensed
Program.
6.3 Exclusive Remedy. As the exclusive remedy of License for any nonconformity or defect
constituting an Error in the Licensed Program for which Licensor is responsible, Licensor shall use
commercially reasonable efforts to provide Maintenance Modifications with respect to such. Error,
However, Licensor shall not be obligated to correct, cure, or otherwise remedy any Error in the Licensed
Program resulting from any (1) modification of the Licensed Program by Licensee, (2) misuse or damage of
the Licensed Program other than by personnel of Licensor, or (3) failure of Licensee to notify Licensor of the
existence and nature of such nonconformity or defect promptly upon its discovery.
6.4 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, LICENSOR
MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING OR RELATING
TO THE LICENSER PROGRAM OR LICENSED DOCI.)MENTATION OR TO ANY OTHER
MATE,,RIALS FURNISHED Oil PROVTDE;T) TO LICFNSFE HLREUNDE;R, I,iCFN4i}It
L]
. .. ... .... .... ..
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SAID MATERIALS OR THE
USE THEREOF.
6.5 Limitation on Liability. Except with respect to liability arising from claims of infringement
of third -party rights in the United States in copyright, trade secret, or patent, in no event shall Licensor be
liable tinder any claim, demand, or action arising out of relating to its perforinaticc or lack thereof tinder this
Agreement for any special, indirect, incidental, exemplary, or consequential damages, whether or not
Licensor has been advised of the possibility of such claim, demand, or action,
6.6 Licensee Indemnification. Licensee shall and does hereby agree to indemnify, hold
harmless, and save Licensor from liability against any claim, demand, loss, or action (1) resulting from
Licensee's use or modification of the Licensed Program and Licensed Documentation and (2) alleging that
any Maintenance Modifications made by Licensee infringe any third -party rights in the United States
respecting copyright, trade secret, or patent. The foregoing indemnification is predicated upon Licensor (1)
ffillycooperating with Licensee in the defense or settlement of such actions and (2) giving Licensee prompt
written notice of any claim, demand, or action for which indemnification is ,;ought.
6.7 Licensor indemnification. Licensor shall and does hereby agree to indemnify, hold
harmless, and save Licensee from liability against any claim, demand, loss, or action alleging that the
Licensed Program and Licensed Documentation or any Maintenance Modifications or Enhancements made
by Licensor infringe any third -party rights in the United States respecting copyright, trade secret, or patent.
The foregoing indemnification is predicated upon Licensee (1) fully cooperating with Licensor in the
defense or scitlement ot'such actions and (2) giving Licensor prompt written notice of any claim, deniand. or
action for which indemnification is sought.
Section 7
Term and Termination
7.1 Term. This Agreement shall commence on the date and year first above written and shall
continue until terminated in accordance with the terms thereof.
7.2 Termination by Licensee. Licensee may terminate this Agreement at any time upon written
notice Licensor,
7.3 Ternsinadon by Either Party. Either party may terminate this Agreement upon 30 days
written notice to the other party if the other party commits a material breach of any term hereof and fails to
cure said breach within the 30 -day period. Such notice shall set forth the basis of the termination.
7.4 Actions Upon Termination. Upon termination of this Agreement for any reason, Licensee
shall immediately ecas(; use of, and return forthwith to Licensor, the Licensed Program and Licensed
Documentation, and any copies or portions thereof, including Maintenance Modifications or finliancements,
Section 8
Miscellaneous
8.1 Entire Agreement. The provisions herein constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior agreements, oral or written, and all
other communications relating to the subject matter hereof, No amendment or modification of any provision
of this Agreement will be effective unless set.orth in a document that purports to amend this Agreement and
that is executed by both parties hereto.
8.2 No Assignment. Licensee shall not sell, transfer, assign, or subcontract any right or
obligation hereunder without the prior written consent of Licensor, Any act in derogation of the foregoing
shall be null and void; provided, however, that any such assignment shall not relieve Licensee of its
obligations under this Agreement,
8.3 Force Majeure. Excepting provisions of this Agreement relating to payment of royalties and
protection of Licensor's Proprietary information, neither party shall be in default of the terms hereof if such
action is due to a natural calamity, act of government, or similar causes beyond the control of such party.
i
8.4 Governing Lttty. The validity, construction, and performance of this Agreement shall be
governed by the substantive laws of the State of Florida.
8.5 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 ofthe Antctican Arbitration
Association, and any judgment upon the award rendered by the arbitrators may be entered in any Court
having jurisdiction thereof,
8.6 Severability. if any provision of this Agreement is held by a court of competent jurisdiction
to be contrary to law, the remaining provisions of this Agreement will remain in full fora; and effect.
8.7 Notice. 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
«�. first Set forth above or to titin}; nth{ r o d'I' vc n }-..«rk 0-11 'i—;m—+o by wrrttn notice, given to the other
party.
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•
PERCONTI DATA SYSTEMS, INC.
40-V5ditavare Desi�`r and Data ,Systetws Consulting
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
implementation will occur within 9 months from the start of the project.
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 system 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 Tcntrh-Tone Inspection Module
Upgrade Credit
-$45,000
Data Conversion
no cost
Training
$5,000
Installation support
$2.500
TOTAL
$122,500
8601 Fourth Street North, Suite 210 • Saint Petersburg, Florida 33702
Voice: 727-576-7727 e Pax: 727-576-8033 • email: infottia`)perconti,corn
htw.'/ ! WW' P( rt,)11Jcor'tl