HomeMy WebLinkAboutPentamation Enterprises, Inc. -1996 09 20
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PENTAMATION .ENTERPRISES, INC.
AGREEMENT FOR BASIC APPLICATION SOFTWARE MAINTENANCE AND SUPPORT
Name and Address of Licensee:
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
Telephone: (407)327-1800
Licensor:
Pentamation Enterprises, Inc,
225 Marketplace
Bethlehem, PA 18018
, Telephone: (610) 691-3616
Licensor's Agent:
TreSun Corporation
9050 Pines Blvd, Suite 270
PembrokePines,FL 33024
Telephone: (954)433-280 I
Payment of the itemized annual fee shall entitle Licensee to specified application software maintenance support services, on the
following terms and conditions, and is subject to renewal each year. Services will be provided by PENTAMATION Enterprises, Inc.
(pENTAMATION), PENTAMATION may terminate this Agreement for cause if the Licensee fails to comply with any of the terms
and conditions of this Agreement or with any of the terms and conditions of the License Agreement for any of its software products,
PENT AMA TION reserves the right to withhold services pending full payment of fees,
1. Application Software Mai"tenance and Support
A PENT AMATION Application Software Maintenance'and Support will be provided to Licensee when the Licensee
begins processing data using the Application.
PENTAMATION Application Software Maintenance and Support will be provided by PENTAMATION'S Agent to
Licensee for the charges as shown in Appendix l. The fee for this service varies by PENTAMATION Application,
The period for the rendering of these services shall be annual and shall be automatically renewed for an additional
year unless either party gives at least ~ {QQl days prior written notice to the other that such maintenance and
support services are not to be renewed.
B. For the purposes of this Agreement, the term "Application Software Maintenance and Support" for PENTAMATION
Application Software means that PENTAMATION will:
1. Provide standard product enhancements when and as the same are developed by PENTAMATION;
PENT AMATION shall distribute to Licensee one copy of such product enhancements or corrected programs
as soon as it is available. Licensee shall be responsible for incorporating such enhancements in each copy
of the applicable PENTAMATION Software licensed by Licensee.
2, Provide programming modifications mandated by changes to existing federal and state regulations in effect
as of the date of the original Software License Agreement, for all reports and associated processing that can
be provided within the intended capabilities of the product for the Payroll retirement and tax fimctions, and
state fmancial reporting, if applicable. Reports will be provided that use data supported within the
applications software, and they will provide all necessary data and totals required to complete government-
mandated forms. If required, programs to transfer data to tape media will be provided.
3. Provide assistance to Licensee in the use of the PENTAMATION Application Software via. telephone
inquiries to PENTAMATION'S designated software support offices, Telephone support services are
. available weekdays, excluding holidays, during normal business hours.
4. Investigate errors in the intended capabilities of PENTAMATION Application Software upon receipt of
notification from Licensee and provide Licensee with an alternate procedure or programming modifications
to correct errors, PENT AMA TION shall distribute to Licensee one copy of such product enhancements or
corrected programs as soon as it is available. Licensee shall be responsible for incorporating such
enhancements in each copy of the applicable PENT AMA TION Software licensed by Licensee.
All of the above services will be provided by telephone communication contact between PENTAMATIONs agent
and Licensee, Licensee will be responsible for all data line telephone charges involved in providing Application
Software Maintenance and Support, which will be invoiced at cOst
2, Payment Terms
A The Licensee agrees to pay PENT AMA TION the charges as set forth in Appendix l. All charges are payable by
Licensee as a net ,amount due in 30 days from the date of invoice. All payments made by Licensee after 30 days from
date of invoice will be subject to a late payment fee of 1,5% monthly until the date paid
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3. Licensee Responsibilities
A The Licensee will have an assigned individual to serve as liaison between PENT AMA TION and Licensee. Licensee
acknowledges its obligation to provide personnel having sufficient skills ~d experience to operate and manage the
equipment and/or programs being provided to obtain the desired results.
B. The Licensee will be responsible to provide a dedicated dial-up line with a modem ofPENTAMATION specifications
on the Licensee's computer equipment and a system log-in account for PENTAMATION'S use in support of this
Agreement. .
C. The Licensee will be responsible to provide a QIC, 4mm DAT, or 9-track tape drive which will be used to install new
software releases, updates, enhancements, etc_ .
D. Licensee will be responsible for the costs of travel, lodging, and related expenses for training and support provided
by PENTAMATION to personnel at Licensee's location.
E. Licensee shall have taken the necessary steps to execute a hardware and operation system maintenance contract prior
to the initial software installation'visit. A current and valid hardware and operation system maintenance contract must
be maintained as long as the Licensee and PENTAMATION have an Application Software Maintenance and Support
Agreement in effect. _
F. Licensee will contract for maintenance on the Informix software products for the period of time during which the
Licensee and PENTAMATION have an Application S9ftware Maintenance and Support Agreement in effect.
G. The Licensee shall be exclusively responsible for the supervision, management, and control of its use of the Licensed Systems,
including, but not limited to: (1) assuring proper machine _ configuration, program installation, audit controls and operating
methods; (2) establishing adequate backup plans based on alternate procedures in the event of computer system malfunction;
(3) implementing sufficient procedures and checkpoints to satisfy its requirements for security and accuracy of input and output
as well as restart and recovery in the event of malfunction; (4) informed use of output insofar as technical expertise or
professional judgement is required; and (5) maintenance and distribution of system passwords,
H. Pentamation appoints, and - the Licensee accepts, TreSun Corporation. as its agent to provide the direct telephone
support services to the Licensee. The Licensee shall contact the Agent directly to obtain the services covered under
this agreement. At the discretion of Pentamation, the services required under this agreement will be provided either
by AGENT or by Pentamation.
4, General Terms and Conditions
A Licensee agrees that if PENTAMATION makes non-standard application software changes and/or screen changes
requested by the Licensee to meet the unique needs of the Licensee or if the Licensee has application software
changes or screen changes made by non-PENTAMATION employees, this may affect theability ofPENTAMATION
to perform future responsibilities to Licensee for Application Software Maintenance and Support. Licensee further
agrees that these non-standard changes may require PENTAMATION services not covered by this Agreement that
will be billable to the Licensee.
B. At the direction of the Licensee, PENTAMATION may asswne responsibility for resolving disagreements among
hardware, operating system, and application software support personnel regarding the origin or solution of system
problems. In this case, PENTAMATION will either correct the reported problem or will provide evidence that the
problem is not related to PENTAMATION Application Software and direct.the Licensee to the appropriate party for
resolution. If it is determined that the reported problem is not related to PENTAMATION Application Software, the
Licensee may be charged for consulting services at PENTAMATION'S standard rate, 'plus expenses. Consulting
services required to repair data necessitated by hardware problems, operating system software problems, acts of God,
or improper use of the system(s) (as defined in the user's manuals and Pentamation update bulletins) are not included
'as part of this agreement If it is determined that the reported problem is not related to PENT AMATION Application
Software, the Licensee may be charged for consulting services at PENTAMATION'S standard rate, plus expenses.
C. PENfAMATION will, at its option, furnish Licensee with applicable PENTAMATION Standard User Documentation
in machine-readable form or via one printed copy. . -
D. Neither PENTAMATION nor Licensee will assign thiS Agreement or any right hereunder to any person, firm., or entity
without the written consent of the other;such c.onsent will.not be unreasonably withheld.
E. Neither party will be liable to the other for any indirect, special, incidental, or cOnsequential' damages. In no event
will PENT AMA TION be liable to Licensee for any breach of this Agreement for any amount in excess of the
aggregate amount paid by Licensee under this Agreement for the one-year period preceding such breach.
F, Neither party will be responsible for delays or failures in performance resulting from acts beyond its control. such as
strikes, fire or other casualty, communication line failures, electrical power failures, or irregularities, and the like,
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G. This agreement will be governed by the laws of the state 6fPennsylvania
H. Licensee and PENT AMA nON mutually agree not to engage in any recruiting efforts with the other party's personnel
without receiving written consent from the individual employee's management.
s. Appendices
The following appendices attached to this Agreement are incorporated herein:
Appendix "I" -- Maintenance and Support Fees
This Agreement and Appendices contain all of the agreements and understandings of the parties concerning the subject matter hereof,
and there are no other promises, agreements, guarantees, or warranties, oral or written, All motivations to this Agreement must be in
writing and signed by both parties.
IN WITNESS WHEREOF, and mtending to be legally bound, the parties have caused this Agreement to be signed by its duly authorized
officers,
FOR <licensee>:
City of Winter Springs
FOR PENT AMADON ENrERPRISES, INC:
Agent: TreSun Corporation
Executed By:
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AtKoriz a Si atur
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Larry Kientz - Vice President
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ApPENDIX 1
MAINTENANCE AND SUPPORT FEES
City of Winter Springs
94600
SYSTEMS COVERED AND FEES.
Payment of the fee shall entitle the Licensee to specified services for the following systems for period
October, 1 1996 - September 30, 1997.
Application
Annual Fee
Fund Accountant Manager $ 813.75
Human Resources Manager 651.00
Fixed Assets Manager 325.50
Utility Accounting 406.88
Purchasing Manager 813.75
TOTAL
$ 3010.88