HomeMy WebLinkAboutMunis Licensing of Application Software Products -2000 09 22
AN AGREEMENT BETWEEN
PROCESS, INC. dba MUNIS and CITY OF WINTER SPRINGS
FOR THE PURCHASE AND THE LICENSING OF
APPLICATION SOFTWARE PRODUCTS
. rJ
Agreement made this ~ day of ~ rnbQ (' , 2000 between PROCESS, INC. dba
MUNIS, a Maine Corporation, with offic sat 370 U.S. Route 1, Falmouth, Maine 04105, (Seller),
and the CITY OF WINTER SPRINGS, with its principal offices at 1126 East State Road 434,
Winter Springs, FL 32708 (Buyer).
I. SCOPE
Subject to the terms and conditions set forth herein, the Buyer agrees to buy and/or accept license
from the Seller and the Sell~r agrees to sell and/or grant license to the Buyer, the products and
related services described in Exhibit 1, attached. For purposes of this Agreement, the term "Seller"
shall mean Process, Inc. and its directors, officers, employees, subcontractors and agents.
Seller will provide billing and collection services related to KJV A software products that will be
provided to Buyer under a separate agreement between Buyer and KJV A.
II. LICENSES
Ownership of the software products listed in Exhibit 1 shall remain with the Seller, ~he Seller grants
License to the Buyer to use these products according to the terms of the Buyer's Licensing
Agreement (Exhibit 2).
III. PRICE
The total financial obligation of the Buyer to the Seller for the delivery of the software and
hardware products and services listed in Exhibit 1 shall be $441,097 (Four Hundred Forty-One
Thousand, Ninety-Seven Dollars). Thepric-e shall be payable by the Buyer to the Seller as provided
in Section IV hereof All applicable sales tax; use tax or excise tax shall be paid by the Buyer and
shall be paid over to the proper authorities by the Buyer or reimbursed by the Buyer to the Seller on
demand ili the event that Seller is responsible or demand is made on the Seller for the payment
thereof. If tax exempt, Buyer must provide the Seller with their tax exempt number or form.
Additional related services not specified Oil Exhibit 1, will be billed at the then current rate for the
service, as they are incurred. .
Any modifications or adjustments to .the financial obligation of the Buyer shall be effective only if
contained in a written Change Order'or simjlar written instrument.
IV. PAYMENT
Upon acceptance and signing of this Agreement, Buyer will remit to Seller an initial deposit of
$122,024.25 (One Hundred Twenty-Two Thousand, Twenty-Four and 251100 Dollars) which
represents 25% of the Purchase Price listed in Exhibit 1 and Exhibit 2, excluding MUNIS project
management services and software modifications cost plus 20% of the Purchase Price of MUNIS
project management services listed in Exhibit 1 plus 40% of the Purchase Price of the modifications
listed in Exhibit 1. In return for this deposit, the Seller will provide Buyer a tape of the Software
applications listed in Exhibit 1 to be held by Buyer until which time as the full system can be
installed.
Upon delivery and installation of the Software applications listed in Exhibit 1, Buyer will remit to
Seller a second payment of $176,980.25 (One Hundred Seventy-Six Thousand, Nine Hundred
Eighty and 25/1 00 Dollars) which represents 50% of the Purchase Price of MUNIS Software and
implementation, consulting, conversion, KIVA project management and KIVA administrative
services listed in Exhibit 1 plus 75% of the Purchase Price of installation services listed in Exhibit 1
and hardware and services listed in Exhibit 2.
Seller will certify to Buyer when each group of applications is installed. This certification will start
a ninety (90) day period, during which Buyer will be responsible for testing the products delivered
and reporting any failure of any application to perform in accordance with the Seller's
Specifications. For the purpose of this Agreement "Specifications" shall be defined as the written
functional descriptions found in the Seller's letter of May 24, 2000 to the Buyer, the Seller's
marketing material and the user manuals for the current revision of the Software. At the end of this
period, the Buyer will remit to Seller a payment equal to 25% of the value of the group of products
or applications. Notwithstanding the foregoing, if Buyer reports that an application has an error that
creates a substantial nonconformity to the Specifications of that application during this ninety (90)
day period, the final 25% payment of that application shall not be paid until such error is corrected.
For the purpose of this Agreement, "substantial nonconformity" shall be defmed as a nonconformity
to the Specifications that prevent the Buyer from transitioning onto the MUNIS application.
Services, other than MUNIS project management, delivered and not paid for by the first two
payments described above will be invoiced as delivered. The final 25% of KJV A project
management services will be deemed delivered when all KJV A applications are ready to go live.
Upon delivery of the modifications, Buyer will remit a payment of $51,000 (Fifty One Thousand
Dollars) which represents 60% of the Purchase Price of the Modifications.
When Buyer verifies that all MUNIS applications listed in Exhibit 1 meet Seller's Specifications,
Buyer will remit a payment of $16,000 (Sixteen Thousand Dollars) which represents 80% of the
MUNIS project management fees listed in Exhibit 1.
Payment in full for the first license and support agreement will be due January 1, 2001 and shall be
$15,855 which is a negotiated fee equivalent to 50% of the regular annual license and support fee.
This first license and support agreement shall cover the period January 1, 2001 through September
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30, 2001. Subsequent license and support agreements shall be for the periods October 1 through
September 30 of each year.
Increases in annual license and support fees for the period October 1, 2001 through September 30,
2002 and the two (2) immediately following years shall not exceed eight percent (8%) of the
previous year's annual, full-price support fees provided that Buyer is using the 4GL version of the
software products listed in Exhibit 1 on the Informix platform. Buyer acknowledges that transition
to an upgraded version of such software products or onto an Oracle Database or other server
platform, may initially increase support fees beyond the eight percent (8%) increase. License and
support fees for annual periods subsequent to the increase associated with the upgrade or transition
shall not increase more than eight percent (8%) of the previous year's annual support fees for the
remaining portion of the original period that is subject to limitations on increases.
The Buyer shall have, at its option and expense, the right to submit to the Seller requests to have
specific routines or programs demonstrated. Such requests shall be submitted in writing seventy-two
(72) hours prior to the requested demonstration to allow for related files to be built and installed.
Seller will invoice Buyer in accordance with the terms of the Agreement. Until notified otherwise,
Seller shall mail invoices to the attention of Ronald McLemore, City Manager for approval in
accordance with the terms of this contract. Payment is due upon invoice. If payment is not made
and the amount in arrears is 60 days or older, Seller reserves the right to suspend the project until all
outstanding invoices are current.
In the event of any Disputed Invoice, Buyer shall provide written notice of such Disputed Invoice in
accordance with the notice requirements of this Agreement. Such written notice shall be provided
to Seller within 15 calendar days of Buyer's receipt of any Disputed Invoice. Seller shall provide a
written response to Buyer in accordance with the notice requirements of this Agreement. Seller's
response shall include either a justification of the invoice or an explanation of an adjustment to the
invoice. Seller's response shall also include an action plan that will outline the steps needed to be
taken by Seller and Buyer to resolve any issues presented in Buyer's notification to Seller. Buyer
may withhold payment of any Disputed Invoice until Seller provides the required written response,
and payment shall be remitted to Seller upon Buyer's receipt of Seller's response. For the purposes
of this Agreement, "Disputed Invoice" shall include without limitation any invoice which Buyer
disputes or any invoice for which Buyer does not remit payment because of a perceived
performance issue.
Buyer acknowledges that Seller makes no warranties regarding software, hardware and services
provided by third parties, including, but not limited, to KIVA. As such, Buyer acknowledges that
Buyer's obligation to accept and compensate Seller for the products and services identified in
Exhibit 1, or other products and services' provided directly by Seller, will not be affected by Buyer's
dissatisfaction or refusal to accept third party products and services. Buyer shall not withhold
payment for products and services identified in Exhibit 1, or other products and services provided
directly by Seller, for reasons of dissatisfaction or refusal of acceptance of third party products and
servIces.
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V. MAINTENANCE
As MUNIS software products in Exhibit 1 are enhanced functionally and technically, Buyer will
receive enhancements through their then current support and license agreement for the period of
eighteen (18) months from the execution of this Agreement. Enhancements include support of
additional databases and operating systems and application functionalit~, but do not include e-
applications or applications provided through an ASP model provided that Seller does not replace
the MUNIS software products in Exhibit I with the e-applications or the ASP model or fail to
continue to support and maintain the MUNIS software products in Exhibit 1. Buyer acknowledges
that costs other than MUNIS license fees, including but not limited to third party products,
conversion, installation and training, may be associated with the implementation of such
enhancements.
VI. DUE DILIGENCE
Seller acknowledges that is has investigated prior to the execution of this Agreement and satisfied
itself as to the conditions affecting the services hereunder, the availability of materials and labor, the
cost thereof, the requirements to obtain necessary insurance, permits, and steps necessary to
complete the services within the time set forth herein. The Seller warrants unto the Buyer that it has
the competence and abilities to carefully, professionally and faithfully complete the services under
this Agreement in the manner and within the time limits proscribed herein provided that Buyer
cooperates fully with the implementation of the software products. Notwithstanding, Seller shall
have no obligation for providing software functionality desired by Buyer other than the functionality
described in Seller's Specifications.
VII. WARRANTIES OF SELLER
A) Seller warrants that it is Seller's intent that all software products delivered under this
Agreement be free from defect in materials or workmanship and further agrees to correct
promptly and without additional charge any defect that it is notified of before January 1,
2001.
On and after January], 200], this warranty will continue to remain in effect as long as the
Buyer maintains a current license and support agreement with the Seller and under such
agreement or extension thereof, Seller will correct any defect promptly and without
additional charge.
The Buyer acknowledges that this warranty is limited to software products installed and
used on the.Buyer's computer system listed in Exhibit 2. Buyer further acknowledges that
modifications made to the Software programs by the Buyer will void Seller's warranty of the
programs, unless specifically stated and approved in writing by the Seller.
B) The Seller 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.
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C) The Seller 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.
D) The Seller'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 Seller 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 the event of loss of data
caused by the software products and not Buyer's improper actions, Seller shall assist Buyer
in recovering lost data.
In no event shall the Seller be liable for any breach of warranty unless notice thereof is given
to the Seller within three months after acceptance of the software products of the Buyer or
within the period covered by a current license and support agreement or extension thereof,
whichever period is longer.
E) The Seller shall defend, indemnifY and hold harmless the Buyer and its officers, agents, and
employees from any claim or proceedings brought against the Buyer, and from any cost
damages and expenses, including reasonable attorney's fees and costs, finally awarded
against the Buyer, which arise as a result of any claim that is based on an assertion that the
Buyer'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 Buyer notifies the Seller promptly of any such claim or
proceeding and gives the Seller full and complete authority, information, and assistance to
defend such claim or proceeding and further provided that the Seller shall have sole control
of the defense of any claim or proceeding and all negotiations for its compromise or
settlement, provided that the Seller shall consult with the Buyer regarding such defense.
In the event that the software products are finally held to be infringing and its use by the
Buyer is enjoined, the Seller shall, at is election; (1) procure for the Buyer the right to
continue use of the software products; (2) modify or replace the software products so that it
. becomes non-infringing.
The Seller shall have no liability hereunder if the Buyer modified the software products in
any manner without the prior written consent of the Seller and such modification is
determined by a court of competent jurisdiction to be a contributing cause of the
infringement.
The foregoing states the Seller's entire liability, and the Buyer'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.
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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 Seller's expressed warranties shall not be enlarged, diminished or affected by,
and no obligations or liabilities shall arise out of, the Seller's rendering of technical or other
advice or service in connection with the products listed in Exhibit 1.
VIII. CONFIDENTIALITY
Both parties recognize that their respective employees and agents, in the course of performance of
this Agreement, may be exposed to confidential information and that disclosure of such information
could violate rights to private individuals and entities. To the extent allowable by Florida's Public
Records Law, Buyer agrees that it will not disclose any confidential information of the Seller and
further agrees to take appropriate action to prevent such disclosure by its employees or agents.
Seller agrees that all data and information on Buyer's existing computer system shall be kept
confidential by Seller and shall only be accessed by Seller for purposes of performing services
under this Agreement and the implementation of the software products being provided thereunder.
Seller further agrees that said data and information shall not be copied or transferred to any person
or entity for private, commercial, business or individual use, unless such use is expressly authorized
by Buyer in writing.
IX. RESOLUTION OF DISPUTES
Before any action may be brought in a court of competent jurisdiction, the parties will participate in
good faith in mediation with a Florida Bar certified mediator under rules generally accepted by the
Florida Bar.
X. CANCELLATION OR MODIFICATION
This Agreement may not be canceled or modified except by the written mutual consent of both
parties or as otherwise provided in this Agreement. Buyer acknowledges that the terms and
conditions of this Agreement were conditioned on Buyer's purchase of the license to all software
applications listed in Exhibit 1. As such, purchase of the license to an individual application listed
in Exhibit 1 shall only be cancelled by Buyer due to Seller's failure to correct a material
nonconformity to Seller's Specifications within a reasonable period of time. In the event of any
cancellation, Buyer will be responsible for payments made by Seller, or payments due from Seller,
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to any third parties for the purchase of third party software or hardware as of the date of
cancellation.
Notwithstanding, Buyer shall retain the option to not renew any license and support agreement.
Buyer acknowledges that, if Buyer decides to not renew any license and support agreement, but
Buyer thereafter decides to utilize the software products, it must either repurchase the license
for the software products or remit payment for support fees that would have been due if the
products had remained in continual use.
MUNIS software products in addition to those listed in Exhibit 1 may be licensed ~y Buyer
upon payment of the then current license fees as mutually agreed upon by the parties. Under
no circumstances shall Buyer be required to purchase licenses for products not listed in Exhibit
1.
XI. REMEDIES
For any material breach of the terms and conditions of this Agreement by any party, the non-
breaching party shall have all remedies available by law, including but not limited to, actions in
equity and for specific performance unless another remedy is specifically and expressly provided for
in this Agreement or such remedies are limited by other provisions of this Agreement.
XII. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance .
shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby and each term and provision of this Agreement shall
be valid and enforced to the fullest extent permitted by law.
XIII. NOTICES
All notices required or permitted to be given hereunder shall be in writing and shall be delivered in
hand or sent by first class mail, postage prepaid, to the parties at the following addresses or other
such address or addresses as to which a party shall have notified the other party in accordance with
this Section:
If to Seller:
If to Buyer:
John S. Marr, Jr.
Process, Inc. dba MUNIS
370 U.S. Route One
Falmouth, ME 04105
Ronald W. McLemore; City Manager
City Of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
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XlV. TIME IS OF THE ESSENCE
Time is of the essence of this Agreement, and the parties agree to cooperate with each other in
performing their respective obligations under this Agreement.
xv. NO ASSIGNMENT
This Agreement shall not be assigned or transferred unless the Buyer approves of the assignment or
transfer in writing. Buyer will not unreasonably withhold approval of assignment or transfer.
XVI. THIRD PARTY RIGHTS
This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever
create any rights on behalf of any party not expressly a party to this Agreement.
XVII. FURTHER ASSURANCES
From and after execution of this Agreement, each party shall fully cooperate with the other party
and perform any further act(s) and execute any further documents which may be necessary or
desirable in order to carry out the purposes and intentions of this Agreement. Notwithstanding,
Seller shall not be responsible for providing further services, products or modifications not listed in
Exhibit I and Exhibit 2 of this Agreement without additional compensation.
Buyer agrees to take reasonable steps to notify Seller of any complaints regarding the performance
of the software products.
XVIII. NON-WAIVER
No delay or failure by either party to exercise any right under this Agreement, and no partial or
single exercise of that right, shall constitute a waiver of that or any other right, unless the waiver is
specifically relied upon by the non-waiving party to the non-waiving party's detriment.
XIX. PUBLIC RECORDS AND OPEN MEETING LAWS
Seller hereby acknowledges that Buyer, as a Florida municipal corporation, is subject to the Florida
Public Records Act and Sunshine Law. Seller further acknowledges that under the Public Records
Act and Sunshine Law, the Buyer must permit the public to inspect and/or copy all public records
which the Buyer makes or receives in the course of conducting Buyer's business and must hold.
meetings of the City Commission and various City boards and committees in the public, unless
particular information is exempt by Florida law from public records disclosure or a particular
meeting is not subject to the Sunshine Law. Seller acknowledges that ally record, document,
computerized information and program, audio or video tape, photograph or other writing of the
Seller related, directly or indirectly, to this Agreement may be deemed to be a Public Record
whether in the possession or control of Buyer or Seller. Said record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Seller deemed a
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Public Record is subject to the provisions of Florida Statutes Chapter 119 and may not be destroyed
without the specific written approval of the Buyer. Upon request by the Buyer, Seller shall
promptly supply copies of said records to Buyer.
Buyer acknowledges that Seller claims that the software products and related docrunentation (i.e.
users' manuals and updates thereto) are trade secrets pursuant to Florida Statutes Section 815.045,
and Seller shall post notice of claimed trade secret status in appropriate locations.
Upon request by the Buyer, the Seller shall promptly supply copies of said public records to the
Buyer. All books, cards, registers, receipts, docrunents and other papers in connection with this
Agreement shall during normal business hours of Seller be open and freely exhibited to the Buyer
for the purposes of examination and audit at Buyer's expense.
All public meetings will be held in accordance with the Florida Sunshine Law.
xx. INDEPENDENT CONTRACTOR
Seller shall be considered independent contractors under this Agreement.
XXI. SOVEREIGN IMMUNITY
Nothing contained in this Agreement shall be construed as a waiver of the Buyer's sovereign'
immunity under Florida Statutes Section 768.28 or other limitations imposed on the Buyer's
potential liability under state or federal law.
XXII. GENERAL LIABILITY INSURANCE
For all services performed hereunder, the Seller shall purchase and maintain, at its own expense,
such general, professional and automobile insurance to cover claims for damages because of bodily
injury or death of any person, property damage or any negligent acts of Seller arising in any way out
of the services performed by Seller under this Agreement. The insurance shall have minimrun
limits of coverage of $1 ,000,000.00 per occurrence combined single limit for bodily injury liability
and property damage liability. This shall include, but not be limited to, automobile liability of
owned vehicles, hired and non-owned vehicles and employee non-ownership. For all services
performed pursuant to this Agreement, the Seller shall continuously maintain such insurance in the
amounts, type and quality as required by this paragraph during the full term of this Agreement.
Upon the effective date of this Agreement, Seller shall promptly provide the City with appropriate
certificate of insurance evidencing that Seller has complied with the insurance requirements of this
paragraph. Seller shall have Buyer listed as an additional insured on such certificate of insurance,
and such certificate of insurance shall require that Buyer be provided with thirty (30) days written
notice of cancellation.
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XXIII. INDEMNIFICATION AND HOLD HARMLESS
Notwithstanding any other provision of this Agreement, Seller agrees, to the fullest extent permitted
by law, to indemnify and hold hannless the Buyer and its employees, officers, and attorneys from
and against all claims, losses, damages, or liability (including reasonable attorney's fees through any
and all administrative, trail, post judgement and appellate proceedings) to or for bodily injury, death
or property damage, directly or indirectly arising from the negligent or intentional acts, errors or
omissions resulting from Seller's or its directors, officer's, employee's contractor's and agent's: (i)
performance of services pursuant to this Agreement; (ii) failure to properly train employees under
their control or direction; and (iii) travel and lodging related to performing the services required by
this Agreement.
Seller agr~es, to the fullest extent permitted by law, to indemnify and hold hannless the Buyer and
its employees, officers, and attorneys from and against all claims, losses, damages,. or liability
(including reasonable attorney's fees through any and all administrative, trail, post judgement and
appellate proceedings) resulting from Seller's or its director's, officer's, employee's contractor's
and agent's: (i) failure to remit any local, state and federal taxes due by Seller as a result of this
Agreement; (ii) failure to pay any subcontractors retained by Seller to perform any services or
provide any products under this Agreement; and (iii) failure to remit payment to KIVA as required
by this Agreement.
The indemnification provided above shall obligate the Seller to defend at its own expense any and
all claims as described above of every name that may be brought against Buyer or its employees,
officers, and attorneys. In claiming any indemnification hereunder, Buyer shall promptly provide
Seller with written notice of any claim which Buyer believes falls within the scope of the foregoing
paragraphs. Buyer may, at its own expense, assist in the defense if it so chooses provided that Seller
shall control such defense and all negotiations relative to the settlement of any such claim and
further .provided that any settlement intended to bind the Buyer shall not be final without the
Buyer's written consent which shall not be unreasonably withheld. Notwithstanding, if
indemnification under this Section is not sufficient to absolve Buyer of any and all liability, the
Buyer shall retain the right to assist in the defense without limiting the indemnification and hold
harmless provisions hereunder.
Seller's liability under this indemnification and hold harmless provision shall be limited to the
insurance limits required by this Agreement. This provision shall survive the termination of this
Agreement but shall not extend any applicable statute of limitations.
XXIV. STANDARD OF CARE
In performing its services hereunder, the Seller shall use the degree of care and skill ordinarily
exercised, under similar circumstances by reputable members of its profession practicing in the
same or similar industry.
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xxv. EXHmITS
Exhibit 1 (two page cost summary), Exhibit 2 (one page hardware configuration), Exhibit 3 (two
page License Agreement) and Exhibit 4 (two page letter from 1. Christopher Kent to Michael
Korgan with enclosures 4GL Conversion Description and Prices and Functional Requirements) are
attached hereto and hereby fully incorporated and made a part of this Agreement by reference.
XXVI. ENTIRE AGREEMENT
This Agreement represents the entire agreement of the Buyer and the Seller with respect to the
hardware and software products and related services and supersedes any prior agreements,
understandings and representations, whether written or oral.
XXVII. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
The parties further agree that, in any dispute between them relating to this Agreement, exclusive
jurisdiction for state court actions shall be the trial courts located in Seminole County, Florida and
for Federal actions in the district court located in Orlando, Florida. Any objection as to jurisdiction
or venue in such courts is hereby expressly waived.
IN WITNESS WHEREOF, persons having been duly authorized to bind the parties and
empowered to enter into this Agreement hereunto executed this Agreement effective as of the date
first set forth above.
/
Seller:
Buyer:
Process, Inc. dba MUNIS
City Of Winter Springs
BY~
J~hn . arr, Jr.
Presi nt
By: ~/J1J1~
Name: Rono.. \~ ""I. rnc \ e,mr>N>
Title: C~~ lY\a...n('~p r'
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EXHIBIT 1
City of Winter Springs, FL
Cost Summary
Estimated Estimated Estimated
Training Consulting Conversion Annual
MUNIS@ SOFTWARE License Fee Days Days Cost Maintenance
General Ledger $ 35,000 10 2 N/A $ 6,300
Budgeting Included Included N/A Included
Accounts Payable Included Included $ 4,200 Included
Accounts Receivable $ 9,000 3 I N/A $ 1,620
Project Accounting $ 8,000 2 2 N/A $ 1,440
Purchase Orders $ 9,000 4 2 $ 1,800 $ 1,620
Bids & Quotes $ 4,800 3 I N/A $ 864
Requisitions $ 7,200 5 1 N/A $ 1,296
Payroll $ 7,000 7 1 $ 10,800 $ 1,260
Personnel $ 5,000 4 0 Included $ 900
Applicant Tracking $ 2,500 1 0 Included $ 900
Inventory $ 8,500 4 1 N/A $ 1,530
Fixed Assets $ 8,500 3 2 $ 3,600 $ 1,530
Intelligent Queryl Included 4 2 N/A $ 3,126
Utility Billing $ 20,000 14 2 $ 7,920 $ 3,600
Utility Meter Reader Interface $ 7,500 2 0 N/A $ 1,350
Work Orders $ 8,500 3 1 N/A $ 1,530
Business Licenses $ 9,000 3 1 N/A $ 1,620
Contract Management $ 4,800 3 1 N/A $ 864
$ 2,000 0 0 N/A $ 360
Interface with KIVA Software, MUNIS
G/L and KIVA Cashiering System
Included
USER MANUALS (One (1) Hard Copy
and One (I) Diskette Per Application)
TOT AL MUNIS@ SOFTWARE $ 156,300 75 20 $ 28,320 $ 31,710
12% of the License Fees for the MUNIS Applications licensed to Buyer.
City of Winter Springs, FL
Cost Summary
MUNIS SERVICES:
Price
$ 63,750
$ 22,000
$ 28,320
$ 6,000
$ 20,000
$ 15,000
$ 85,000
$ 15,000
$ 255,070
Cost
$ 156,300
$ 255,070
$ 411,370
Implementation (75 Days @ $850 per Day)
Consulting (20 Days @ $1,100 per Day)
Conversion3
Installation 4
Project Management (MUNIS)
Project Management (KIVA)
Software Modifications5
Administrative Services (Bill/Collection for all KIVA
Software/Services under the original agreement with Buyer and
KIV A)
TOT AL MUNIS SERVICES
TOT AL INVESTMENT
Estimated Travel and
2
Expenses
$ 26,250
$ 7,000
$ 2,100
$ 3,500
$ 2,800
$ 41,650
Annual
Maintenance
31,710
MUNIS Software
MUNIS Services
Total MUNIS Software and Services6
$
$
31,710
2 Travel and related expenses are estimates only. Buyer will be charged the actual travel and
related expenses, per diem meal expenses in the amount of $21 per day, and an on-site
administrative fee per day 'in the amount of $11 per day. .
3 See conversion detail in May 24, 2000letter (Exhibit 4). Buyer is not obligated to utilize
Seller for' all conversions listed in the conversion detail. Amounts allocated for conversion
services in this Agreement may be reallocated to other MUNIS products or services or credited
to Buyer as mutually agreed upon by the parties.
4 Installation includes the following:.' .
Installation otMUNIS APPLICATIONS, INFORM IX (GU1 SERVER, GUI
Intelligent Query on 5 PC's, and 5 Printers (total, local & networked))
5See Functional Requirements in May 24, 2000 letter (Exhibit 4).
6 Exclusive of Annual Maintenance, whIch is due/payable following the expiration of the
Warranty Period.-
EXHIBIT 2
City of Winter Springs, FL
Hardware Configuration 7
Item
Hewlett Packard LH6000R Netserver
- Dual Intel P3-700 XEON Processors
- 2MB L4 Cache RAM
- 512MB PCI33 ECC RAM
- (3) 18.2GB SCSI LP Ultra-2 Hot-Swap \OK LVD Hard Drives
- NetRAID SCSI ControlIer
- HP SureStore DAT40i Internal Tape Drive
American Power Conversions NetShelter
- Complete Enclosure for Rack Mountable Servers in ITEM (1)
Installation Configuration and O/S Setup for MUNIS Solution
- Includes the Set-Up of Hardware and O/S in accordance with
Specifications
MUNIS
Total
Cost
$ 19,782
$ 6,495
$ 3,450
$ 29,727
7 MUNIS has selected a third party to provide the above hardware. The third party, and not MUNIS, shall be
responsible for acquiring, installing, maintaining, warranting and ensuring satisfactory performance of the third
party hardware. Onsite service, maintenance, support and warranty issues will be handed by Ameritek-Orlando due
to a pre-existing relationship between Ameritek-Orlando and the City of Winter Springs.
EXHIBIT 3 . LICENSE AGREEMENT FOR
oJ. MUNIS SOFTWARE
Agreement is made this ad:. day o~~\"I\~( , 2000 by and between the CITY OF WINTER
SPRINGS, 1126 East State Road 434, ter Springs, FL 32708 (Llcensee1 and Process, Inc. dba
MUNIS (Licensor), 370 US Route One; Falmouth, Maine 04105.
The headings used in the Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
Now, therefore, the Licensor and Licensee agree as follows:
1. 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 2, and related materials. 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 herein (Hereinafter
refrred to as "Software Products.")
2. Defined Categories:
License fees are based on defined category levels. Placement within a category is based on the
size of the organization serviced and measured by such factors as operating budget, number of
employees, and the number of bills generated for utilities or taxes. This license is granted at the
following category level(s):
Group of Software Products
Hum~ Resource applications listed in Exhibit 1
All other applications listed in Exhibit 1
Category
B
D
Revision
2000.04
2000.04
3. 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 HP NetServer (pH6000R) Running
SCO OpenServer 5.05 computer system. 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 Software
Products to any other system. The right to transfer this license is 'included in 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.
4. Confidentiality
The Licensee acknowlegdes that Licensor claims that the Software Products are proprietary to
the Licensor and have been developed as a trade secret at the Licensor's expense. Pursuant to
Florida Statute Section 119.07(3)(0), the Software Products are prohobited from public
disclosure. 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 Software Products or users' manuals and updates thereto.
5. Modification
The Software Products may be modified but such modification shall be only for the use on the
Licensee's system for which the Software Products are licensed and shall not cause the
Licensee or the anyone performing such modification to gain any proprietary or other interest
in the Software Products.
6. Copies
The Licensee may make copies of the licensed Software Products for archive purposes only.
The Licensee will repeat any proprietary notice on the copy of the Software Product. The
documentation accompanying the product may not be copied except for internal use.
7. Warranty
F or as long as a current license and support agreement is in place, the Licensor will warrant that
all MUNIS Software programs will operate as described in the brochures and user manuals of
Process, Inc. dba MUNIS. If a program fails to operate in the manner described 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 authorized in writing by the
Licensor.
By signing below, both parties acknowledge that they have read this Agreement, understand it, and
agree to be bound by its terms:
LICENSOR
LICENSEE
Process, Inc. dba MUNIS
370 US Route One
Falmouth, Maine 04105
City of Winter Springs
126 East State Road 434
Winter Springs, FL 32708
BY:~VM~
Name: Ro()l\.\ 01 'vJ. f'r\l' Le./V'lbre.
') Title: C;d~ M0...r"'I~pr
Z c/OQ Date: G- j'2...-() 0
"MUN S" is a registered trademark of Process, Inc. dba MUNIS.
By:
John
Presi
Date:
__,.,'i"
.:".'.
- -.
mod I Ss
This Consulting Services Agreement (hereinafter
"Agreement") is entered into as of this 13th day of
May, 2003, by and between Modis, Inc., a Florida
corporation with 'ilS principal place of business in
Jacksonville, Florida (hereinafter "Company"), and City
of Winter Springs, a Florida municipal corporation with
its principal place of business in Winter Springs,
Florida (hereinafter "City").
1. Scope of Services.
Company shall provide to City services of the type and
at the locations and rates as agreed to and incorporated
herein in writing, signed by duly authorized officials of
the parties and attached hereto as consecutively
numbered Statement(s) of Work (i.e. "Statement of
Work No. _"). The terms of this Agreement shall
prevail over and govern to the extent of any conflicting
or inconsistent terms or conditions in any Statement of
Work or, other writing. ,or arrangement between the
parties unless such Statement of Work or other written
arrangement specifically refers to the particular
provision of this Agreement which it supersedes.
2. CCNA Services.
The Company warrants unto the City that Work being
performed pursuant to this Agreement does not
constitute professional services as defined by Section
287.055(2)(a), Florida Statutes.
3. Term.
The effective date of this agreement is - the date last
signed by all the parties hereto. This Agreement shall -
continue in effect for an initial term of one (1) year and
shall continue thereafter for successive renewal periods
of one (1) year each, unless or until either party
provides written notice of intent to terminate this
Agreement at least. sixty (60) days in advance of any
such renewal period. Either party may tenninate this
Agreement without cause upon sixty (60) days advance
written notice. Either party may terminate this
Agreement on thirty (30) days advance written notice of
Rev. 08/1 SIO I
CONSUL TING
SERVICES AGREEMENT
a material breach by the other party that is not
substantially cured by that party within ten (10) days of
receipt of such notice.
4. Payment and Invoicine:.
Company shall submit detailed invoices to City for all
services performed and reasonable reimbursable costs
or expenses to be paid by the City. Any costs or
expenses to be reimbursed to Company by City under
this Agreement shall be approved in advance by City.
City shall pay all approved invoices in a timely manner
consistent with provisions of the Florida Prompt
Payment Act.
5. Compensation.
The City shall compensate Company in the amount of
One Thousand Nine Hundred and Twenty Dollars and
no/100 ($1,920.00), to perform and complete an
assessment of the City's - Oracle database as for
technology related consulting services provided herein
per addendum. In addition, Company, upon a specific
task authorization from the City Manager or designee of
the City Manager, shall perform any and all other
ancillary or support services requested by City under
the scope of such authorization as reflected in the
Statement of Work and/or contract addendum at an
hourly rate not to cxceed Onc Hundred and Twcnty
Dollars and BollOO ($120.00). specified therein. Other
than the compensation set forth herein, there shall be no
other compensation due Company for the Services
provided under this Agreement, unless specifically
agreed to by City in writing.
6. Time is of Essence: Delav and Defect.
Time is of the essence for all services performed under
this Agreement. Upon request by the City, Company
shall submit a written progress report as to the status of
all services set forth in this Agreement. The report shall
in a sufficient manner demonstrate what services were
performed under this Agreement. If the detail is not
sufficient for the City Manager's reasonable discretion
. to permit the City to determine the Services performed
or the manner it is being performed, the City may seek
more detail from the Company.
7. DiJieence and Professionalism.
Company warrants that it shall, in a diligent and
professional manner, perform and complete all services
to be provided to City under this Agreement in
performing its services hereunder, the Company will use
that degree of care and skill ordinarily exercised, under
similar circumstances by reputable members of its
profession practicing in the same or similar locality.
8. Relationship of Parties.
a) The parties agree that the relationship between
them is that of independent contractor and that neither
party shall have any authority to represent or bind the
other and that neither party shall hold itself out or have
any authority as an agent of the other for any purpose
whatsoever. Nothing herein shall be construed as
creating a principal and agent, joint venture, or any
other type of relationship besides independent
contractor between City and Company.
b) Company and City shall each remain solely
responsible for the payment of all wages and benefits
for each of their own respective employees, and neither
party shall be responsible for the withholding or
payment of any payroll deductions or taxes, or the
provision of workers' compensation or unemployment
insurance coverage, for or on behalf of employees of the
other party or for any payment or expense in respect of
claims arising under the other party's employee benefit
plans. As between Company and City, Company shall
remain specifically responsible for any applicable
federal, state or local withholding or income taxes,
paying Social Security taxes, and providing
unemployment compensation and workers'
compensation insurance or coverage for its employees
and contractors providing services in accordance with
this Agreement or any Statement of Work.
9. Non-Hire and Conversion Fees.
a) Without Company's written consent, during the
term of this Agreement and for six (6) months thereafter
and except through Company, City shall refrain from
soliciting, hiring or accepting services or work from any
person who at any time provided services through or on
Rev 5/13/03 JMN
behalf of Company, except where the parties have
otherwise agreed in writing or upon the payment of a
conversion fee as expressed in any applicable Statement
of Work.
b) Without City's explicit written consent during
the term of this Agreement and for six (6) months
thereafter, Company shall refrain from soliciting, hiring
or in any way diverting the services of any employee or
consultant of City, the identity of which Company
learned or discovered in the performance of services
under this Agreement or any applicable Statement of
Work.
10. Warranties.
a) Company warrants and represents that the
services provided hereunder shall be delivered in a
workmanlike manner and in keeping with the standards
prevalent in the industry. City warrants that any
workplaces owned, leased or supervised by City and to
which Company employees or contractors are assigned
shall be maintained free from any unreasonable hazards
or defects and that City will make available any safety
equipment, training or materials provided to City's own
employees and contractors.
b) City shall promptly notify Company of a
breach of the warranty stated above, and Company
shall promptly investigate the matter, and if substantial
evidence of a breach appears, then Company shall in its
sole discretion either (i) remedy the defect complained
of until the performance meets the warranty standard
stated above, and/or (ii) refund or credit to City the fees
attributable to the extent of the defective services. This
provision states Company's sole liability for breach of
the warranty stated in section a) above.
c) COMPANY EXCLUDES AND DISCLAIMS
ALL OTHER WARRANTIES WHATSOEVER NOT
SPECIFICALLY STATED ABOVE, WHETHER
EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF
NONINFRINGEMENT, MERCHANT ABILITY OR
FITNESS FOR PARTICULAR PURPOSE.
d) NEITHER PARTY SHALL BE LIABLE TO
THE OTHER WHATSOEVER FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, EXEMPLARY OR
PUNITIVE DAMAGES, INCLUDING ANY
DAMAGES ON ACCOUNT OF LOST PROFITS,
LOST DATA, LOSS OF USE OF DATA, OR LOST
2
OPPORTUNITY, WHETHER OR NOT PLACED ON
NOTICE OF ANY SUCH ALLEGED DAMAGES
AND REGARDLESS OF TIlE FORM OF ACTION
IN WIDCH SUCH DAMAGES MAY BE SOUGHT.
THE FEES AND BILLINGS DUE UNDER THIS
AGREEMENT ARE NOT CONSIDERED SPECIAL
DAMAGES OR LOST PROFITS AND SHALL NOT
BE LIMITED BY THESE PROVISIONS.
11. Compliance with Laws.
The parties agree that they each will comply with all
applicable federal, state or local laws and ordiDances
and that neither of them will. discriminate against any
employees or contractors of the other on the basis of
race, color, religion, national origin, sex, age, disability,
status as a disabled veteran or veteran of the Vietnam
Era, or any other basis prohibited by law.
12. Insurance.
Company shall maintain insurance coverage, and
require any contractors to provide similar insurance
coverage, as follows:
a) Workers' Compensation insurance, for
employees of Company, that meets or exceeds the
statutory limits of the state(s) in which the services will
be performed.
b) Comprehensive General Liability insurance,
with limits of at least One Million Dollars ($1,000,000)
combined single limit for bodily injury, personal injury
and property damage for each occurrence.
c) Commercial Blanket Bond with limits of at
least One Million Dollars ($1,000,000) for each
occurrence.
d) Employer's Liability insurance of at least Five.
Hundred Thousand Dollars ($500,000) per employee of
Company.
e) Errors and Omissions Liability insurance in an
amount of not less than One Million Dollars
($1,000,000) for each occurrence. .
f) A combination of primary andexcess/umbrella
liability policies will be acceptable as a means to meet
the limits specifically required herein.
Rev 5/13/03 JMN
Company shall provide City Manager with f!
certificate of insurance with oopies of all policies
aOO-coverages required under this Agreement
within ten (10) days of execution of this
Agreement. The City shall be named as an
additional insured on such policies and coverages.
Company shall be solely responsible for the
payment of any claims against or deductibles for
any insurance coverages or policies required under
this Agreement.
13. Indemnification.
a) Company will indemnify, defend and hold
harmless City, its officers, agents, employees, and its
attorneys from and against all claims, demands, suits
and expenses (including reasonable attorneys' fees)
brought by any person or party for tangible personal
property damage and bodily injury (including death)
arising from the negligent or illegal act or omission of
Company or any of its employees and contractors in the
performance of services hereunder, except to the extent
of the negligent or illegal act or omission of City or its
employees and contractors.
b) City will indemnify, defend and hold harmless
Company to the extent permitted by law, from and
against any claims, damages, suits or expenses
(including reasonable attorneys' fees) in connection
with actual or alleged violations of the Occupational
Safety and Health Act or any similar state law
governing work places owned, leased or supervised by
City and to which Company employees or contractors
are assigned, except to the extent of any such violations
arising from Company's own negligent or illegal act or
ormssIon.
14. SovereiIDl Immunity.
Nothing contained in this Agreement shall be construed
as a waiver of the City's right to sovereign ilnmunity
under Section 768.28, Florida Statutes, or other
limitations imposed regarding the City's potential
. liability under state or federal law.
15. Notices.
Any and all notices, requests, demands and
communications provided for by this Agreement shall
be in writing and shall be effective when delivered in
person or sent by facsimile with confirmation, and upon
receipt via reputable overnight courier or U.S. Mail
3
postage prepaid, with return receipt requested, as
follows:
Modis, Inc.
255 S. Orange Avenue, Suite 1550
Orlando, FL 32801
Managing Director
with a copy to:
Modis, Inc.
Senior Vice Pres. & General Counsel
1 Independent Dr., 25th Floor
Jacksonville, FL 32202
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
407-327-1800 (Phone)
407-327-4753 (Fax)
Anthony A. Garganese
City Attorney
Brown, Salzman, Weiss & Garganese
225E. Robinson Street, Suite 660
Orlando, FL 32802
407-425-9566 (Phone)
407-425-9596 (Fax)
The parties may update or modify the addressees above
by providing written notice of such as provided herein.
16. Confidentiality and Ownership.
a) The parties agree that the specific terms,
conditions and rates set forth in this Agreement and. in
any Statement(s) of Work and all information identified
as confidential and proprietary by the disclosing party,
("Confidential Information") and except as set forth
below, the parties shall use its commercially reasonable
efforts to: (i) protect the Confidential Information
against any unauthorized or unlawful use, disclosure,
dissemination or copying; (ii) not use any of the
Confidential Information either than as permitted under
the terms of this Agreement; (iii) not provide or disclose
to third parties the Confidential Information in any
form; and (iv) not provide or permit public access to the
Confidential Information in whole or in part. These
restrictions on the use or disclosure of Confidential
Information shall not apply to any Confidential
Rev 5/13/03 JMN
Information: (a) which is independently developed by
the receiving party or lawfully received free of
restriction from another source having the right to so
furnish such Confidential Information; or (b) after it has
become generally available to the public without breach
of this Agreement by the receiving party; or (c) which at
the time of disclosure to the receiving party was known
to the receiving party free of restriction as evidenced by
documentation in the receiving party's possession; or
(d) which the disclosing party agrees in writing is free
of such restrictions. Company shall cause each
employee or contractor assigned to provide services to
City under this Agreement or any Statement(s) of Work
to enter into a confidentiality and Invention Agreement
in the form attached here as Exhibit "A". The
Company may disclose the existence of this Agreement
and the general nature of the services provided
hereunder. The parties may disclose the terms of this
Agreement or any Statement(s) of Work and divulge
any confidential information when necessary to comply
with the legal order, subpoena, requirement or process
of a govenimental agency or court of competent
jurisdiction, but shall endeavor to provide the other
party with reasonable notice and an opportunity to
secure any protective order or limit on disclosure at that
party's own sole expense.
b) Upon payment in full of all fees and charges, all
materials produced by Company employees or
contractors during the term of their assignment to City
and which: (i) result from or are suggested by the work
such employees perform for City; or (ii) are made or
conceived using equipment or other materials of City; or
(iii) are made or conceived during the hours of assigned
work for City, shall be considered "works made for
hire" and all right, title and interest in such materials
shall be assigned to City. To the extent that such
materials may not qualify as or be considered works
made for hire, Company hereby assigns to City any and
all rights which Company may have in such materials.
Company shall provide all such reasonable assistance
(at City's expense) as City shall request in order to
obtain, maintain, or enforce any trademark, patent,
copyright or other protection it may seek on such
materials.
c) Nothing contained herein shall preclude the
City from complying with its obligations pertaining to
the disclosure of public records under Chapter 119,
Florida Statutes or any other state or federal law or
regulation.
4
17. Ownership of Documents.
The City and the Company agree that upon payment of
fees due to the Company by. the City for a particular
report, inventory, schedule or compilation of data
relating to the Services provided herein and produced by
the Company in the performance of this Agreement, or
any Services hereunder, shall be the sole property of the
City, and the City is vested with all rights therein. The
Company waives all rights of copyright in said report,
inventory, compilation, schedule, technical data,
recommendation, and other instrument produced by the
Company in the performance of this Agreement, and
hereby assigns and conveys the same to the City
whether in the possession or control of the Company or
not.
18. Public Record.
It is hereby specifically agreed that any record,
document, computerized iIrformation and program,
audio or video tape, photograph, or other writing of the
Company related, directly or indirectly, to this
Agreement, or portions thereof, may be deemed to be a
public record under Chapter 119, Florida Statutes
unless expressly exempted therein or any other
applicable Federal or State law. Said record, document,
Computerized information and program, audio or video
tape, photograph; or other writing of the Company is
subject to the provisions of Chapter 119, Florida
Statutes or any other applicable Federal or State law,
and may not be destroyed without the specific written
approval of the City. Upon request by the City, the
Company shall promp~ly supply copies of said public
records to the City. All books, cards, registers, receipts,
document, and other papers in connection with this
Agreement shall at any and all reasonable times during
the normal working hours be open and freely exhibited
to the City for the purpose of examination and/or audit.
19. Reuse of Documents.
All documents, including but not limited to, drawings,
specifications, and data, or programs stored
electronically or otherwise, prepared by the Company
pursuant to this Agreement or related exclusively to the
services described herein (if any) may be reused by the
City for ant reason or purpose at any time.
20. Authoritv.
Rev 5113/03 JMN
Each party represents and warrants to the other party
that it has all necessary power and authority to enter
into and perform this Agreement in accordance with the
terms hereof.
21. Company's Representative.
The Company shall designate an individual to act as a
representative for the Company under this Agreement
with the authority to transmit instructions, receive
information, and make or interpret the Company's
decisions. This person shall be the Company's contract
administrator. The Company may from time to time
designate other individuals or delete individuals with
authority to act for the Company under the Agreement
with the authority to transmit instructions, receive
information, and make or interpret the Company's
decisions. All deletions or designation of individuals to
serve as a representative shall be given by written
notice.
22. Additional Assurances.
The Company certifies that:
a) No principal (which includes officers, directors,
or executives) or individual holding a professional
license and performing services under this Agreement is
presently ineligible, suspended, or voluntarily excluded
from participation in the provision of services under this
Agreement by any Federal, State, or local governmental
commission, department, corporation, subdivision, or
agency.
b) No prinCipal (which includes officers, directors,
or executives) or individual holding 'a professional
license and performing services under this Agreement,
employee, or agent has employed or otherwise provided
compensation to, any employee or officer of the City.
b) No principal (which includes officers, directors,
or executives) or individual holding a professional
license and performing services under this Agreement,
employee, or agent has willfully offered an employee or
officer of the City any pecuniary or other benefit with
the intent to influence the employee or officer's official
action or judgment.
5
23. Assienment.
Neither party shall assign any of its rights or obligations
under this Agreement without the prior written consent
of the other party, which consent shall not unreasonably
be withheld. The only exception is that this Agreement
may unilaterally be assigned by either party to an
affiliate, successor or assign in a change of corporate
control that does not materially affect the duties of the
other party hereunder. This Agreement is entered into
solely for the benefit of the parties hereto, and nothing
in this Agreement whether express or implied is
intended to confer any rights or remedies on any other
person or party other than the parties hereto and their
respective successors and assigns.
24. Waivers.
No waiver of any provision of this Agreement shall be
effective unless it is in writing, signed by the party
against whom it is asserted, and any such written
waiver shall only be applicable to the specific instance
to which it relates and shall not be deemed to be a
continuing or further waiver.
25.
Severability .
Each provision herein shall be separate and independent
from any other, and a breach of any provision shall in
no way or manner discharge or relieve the performance
of any other provision, covenant or agreement.
26. Survival.
The parties' obligations under this Agreement which by
their nature continue beyond termination, cancellation
or expiration of this Agreement, shall survive
termination, cancellation or expiration of this
Agreement.
27. Headines.
Caption and article headings contained m this
Rev 5/13/03 JMN
Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope or
intent of this Agreement nor the intent of any provision
hereof.
28. Governine Law: Venue.
This Contract shall be governed by the law of the
State of Florida. Venue of all disputes shall be
placed in the appropriate jurisdictional court of law
located in Seminole County, Florida. The parties
agree that the Agreement was consummated in
Seminole County, and the site of the Services is
Seminole County. If any dispute concerning this
Contract arises under Federal law, the venue will
be in an appropriate jurisdictional court of law in
Orlando, Florida.
29. Attornev's Fees.
Should any litigation arise concerning this Agreement
between the parties hereto, the parties agree to bear
their own costs and attorney's fees.
30.
Entire Aereement.
This Agreement and the attachments and exhibits hereto
represent the entire Agreement between the parties and
supersede any prior understandings or Agreements
whether written or oral between the parties respecting
the subject matter herein. This Agreement may only be
amended in a writing specifically referencing this
provision and executed by both parties. This
Agreement shall inure to the benefit of and shall be
binding upon the parties hereto and their respective
heirs, personal representatives, successors and assigns,
subject to the limitations contained herein. The
unenforceability, invalidity or illegality of any provision
of this Agreement shall not render any other provision
unenforceable, invalid or illegal and shall be subject to
reformation to the extent possible to best express the
original intent of the parties. .
6
IN WITNESS WHEREOF, the parties have hereunto set their hands with effect as the date first above written.
CITY OF WINTER SPRINGS, FLORIDA
Title: CITY MANAGER
Title:
BY:/~w1~
, -
By:
Rev 5/13/03 JMN
7
Exhibit A
CONFIDENTIALITY AND INVENTION AGREEMENT
In consideration of my assignment by Modis, Inc. ("Company") to perform services for
("City" or "Company's City"), I hereby agree as follows:
1. I acknowledge and understand that during the course of my service with City, I may learn of
proprietary, trade secret and confidential information of City or its customers, including identities and
information involving customers, potential customers and employees. I agree not to disclose to anyone,
either during or after my employment with Company, any oral or written confidential, proprietary or
trade secret information concerning any and all business or other activities of City and/or its customers,
its financial affairs, and its relationships with customers, potential customers and employees.
2. I assign to Company and to City any and all rights, title and interests to any and all copyrights, patents,
trademarks or other intellectual property rights in ideas, inventions, developments, writings, documents,
reports, studies, papers, computer programs, and any other works or matters produced or developed by
me in conjunction with services I provide while assigned to provide services to City or which were
derived or suggested thereby.
3. Upon termination of my assignment at City, I will return all identification cards, authorization passes,
keys, papers, drawings, reports, computer programs, and other documents, materials or property,
including any copies thereof, which were provided to or obtained by me during my placement ~t City.
Employee Name
Date
1