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HomeMy WebLinkAboutItem III (B) Approval and Authorization for Mayor and City Clerk to Execute the Software License Agreement and the Software Support Agreement with SHL Systemhouse Inc in the combined total amount of $4,691.25 for the GIS System AGENDA 6-21-94 • • _ Item III B o. 4.14),:1016 © 1yr*oI 0000�`�`�� JAMES W.SHIRA,P.E. CITY ENGINEER/UTILITIES DIRECTOR 150 N.LAKESHORE DRIVE•OCOEE,FLORIDA 34761 (407)656-2322 MEMORANDUM DATE: June 7, 1994 TO: The Honorable Mayor and Board of City Commissioners FROM: James W. Shira, P.E. City Engineer/Utilitie irector SUBJECT: GIS System Software License and Support Agreement Attached is a copy of a proposed agreement between SHL Systemhouse, Inc. ( the successor to GeoVision Corp. ) and the City of Ocoee. This agreement upgrades our software license to the required level, and provides for an annual software maintenance fee. There are two types of software involved. The first type, Systemhouse proprietary software, has no license fee associated with it, since all fees were paid to GeoVision Corp. when we first entered the GIS field. The second type, third party software, is that software created by companies other than Systemhouse which we use to interact with the Systemhouse software for certain tasks. This is analogous to buying an IBM computer, then buying a Panasonic printer to use with the computer. The third party software license cost is $1,350.00. Software support is an annual fee which will rise over time, as do the prices for almost everything. The fee for the current year has not yet been paid, since there was a period of time during the transition from GeoVision to Systemhouse that records were confused. The annual fee is $3,645.00. In order to make the term of the software support agreement coincide with our fiscal year, we have asked that Systemhouse pro-rate the fee so that the current annual period ends on September 30, 1994. They have agreed to do so, and thus the software support fee for the 11 months owed is $3,341.25. Together, these fees total $4,691.25. The current combined balance in the Water and Wastewater Equipment Maintenance Contracts accounts is $4,819.36. I recommend that the City Commission authorize the Mayor and City Clerk to execute the Software License Agreement and the Software Support Agreement with SHL Systemhouse, Inc. in the combined total amount of $4,691.25. alt THE PRIDE OF WEST ORANGE Car, 4,...,1, ob, IL Software License Agreement SYSTEMHOUSE THIS SOFTWARE LICENSE AGREEMENT made Between SHL SYSTEMHOUSE INC. a corporation incorporated under the laws of Canada having offices at 50 O'Connor Suite 501, Ottawa, Ontario K1 P 6L2 (hereinafter called "Systemhouse") —and— City of Ocoee a municipal corporation incorporated under the laws of Florida having offices at 150 North Lakeshore Drive.Ocoee.Florida (hereinafter called the "Customer") For good and valuable consideration (the receipt and sufficiency of which is acknowledged), the parties agree as follows: 2.1 Subject to the terms and conditions of this 1.0 Definitions Agreement, Systemhouse grants to Customer and Customer accepts a non-exclusive, non-transferable, The following terms are used in this Agreement, as restricted rights license to use the number of copies defined in this paragraph: of the Software specified on the Software Schedule attached hereto on the Designated Computer 1.1 "Agreement"—shall mean this Software License specified for use therewith. The license granted Agreement and all schedules referencing this herein is restricted to use by Customer solely for agreement as amended from time to time in its own business operations, and not for the accordance with the terms hereof. provision of timesharing services or service bureau services. 1.2 "Software"—shall mean the computer programs in machine readable object code form listed on the 2.2 Customer shall not have the right to copy the Software Schedule attached hereto, including all Software except for normal security and back-up Authorized Copies and any updates thereto, purposes or unless the copy is specified to be a provided to Customer pursuant to a Software Master Copy on the Software Schedule in which Support Agreement between Systemhouse and case Customer shall have the right to make the Customer. number of Authorized Copies of the Software specified on the Software Schedule. All Authorized 1.3 "Documentation"—shall mean Systemhouse's Copies shall be subject to the terms and conditions published documentation normally provided by of this Agreement. One set of Master Systemhouse to a customer for use with the Documentation will be provided with each Master Software. Copy of the Software. One copy of User 1.4 "Designated Computer"—shall mean the Documentation will be provided for each Authorized computer system and operating system software Copy. Customer shall not copy the Documentation. listed on the Software Schedule attached hereto as 2.3 Customer agrees to be bound by the additional the Designated Computer for the specific copy of the terms and conditions of third party software Software. suppliers listed on the Software Schedule. In the 1.5 "Authorized Copy"--shall mean a copy of the event of a conflict between the terms and conditions Software reproduced by Customer from the Master of this Agreement and the additional terms and Copy in accordance with Section 2.2 herein. conditions contained in Appendix "A"to the Software Schedule, the terms and conditions set out in 1.6 "Master Copy"--shall mean the copy of the Appendix "A" to the Software Schedule shall govern Software delivered to Customer pursuant to this with respect to the third party software referred to by Agreement. such additional terms and conditions. 2.4 Each copy of the Software shall only be used on 2.0 Grant of License the Designated Computer specified on the Software Schedule. If Customer desires to transfer the use of the Software to a different computer system, Software License Agreement(Rev.11.93) Page 1 Customer shall notify Systemhouse of such transfer value added, excise and other taxes and customs in writing prior to such transfer. Said notice shall duties. The amount specified on a Software indicate the number of users who will use the Schedule as"Taxes"is the amount of expected taxes Software on the new computer system. Customer at the time this Agreement is entered into. may be subjected to an additional software license Systemhouse will invoice Customer for all applicable fee if such transfer is for more users. Any additional taxes unless Customer supplies an appropriate tax software license fees shall be calculated as the exemption certificate in a form satisfactory under the difference between the original software license fee applicable municipal, state, provincial or federal paid and the then current license fee for the higher laws. number of users. Upon transfer to the new computer system, the Designated Computer shall be 4.3 Systemhouse will invoice Customer upon changed to include the new computer system and all completion of a milestone specified in the Payment copies of the Software used on the previous Schedule. All amounts so invoiced shall be paid computer system shall be destroyed or returned to within thirty(30)days of the date of the invoice. Systemhouse. At Systemhouse's request, an 4.4 Any amount not paid on or before the due date authorized Officer of Customer shall certify in writing shall bear interest at a rate of one and one-quarter that the original and all copies of the Software were percent (1 1/4%) per month not compounded (15% removed from the previous computer system. per annum) or the maximum allowed by law 2.5 Customer shall have no right to sublicense the whichever is less, calculated monthly, not in Software, and Customer shall not assign, lease, advance,from the date payment is due until the date rent, loan, pledge, charge, encumber, transfer or payment is made. otherwise dispose of or deal with its license to any 4.5 In the event Customer fails to make payment for third party, whether voluntarily or by the operation of the Software specified as specified above, law or otherwise, without the prior written approval of Systemhouse may at its option and in addition to Systemhouse. any other right which it has under this Agreement or 2.6 Customer shall advise Systemhouse, at the time at law terminate this Agreement and the license for that it makes each Authorized Copy, of the the Software granted hereunder. Designated Computer for such copy, the date the copy is made, the serial number of the Designated Computer, the number of users, the site location 5.0 Delivery where such copy is installed and such other information as Systemhouse may from time to time 5.1 For the purposes of this Agreement, the Master require. Customer shall keep complete and accurate Copy of the Software and Documentation shall be records relating to the Authorized Copies produced considered to have been delivered to Customer by it and Systemhouse shall have the right to audit when Systemhouse delivers the Master Copy of the such books and records upon giving Customer Software and Documentation to a carrier for reasonable advance notice, overnight next-day delivery to Customer's site location specified on the Software Schedule. Systemhouse shall use reasonable commercial 3.0 Term efforts to meet the estimated delivery date specified on the Software Schedule but does not represent or 3.1 The term of the license granted hereunder shall warrant that such delivery date will be met and shall commence upon delivery of the Software to have no liability for any costs, losses or damages of Customer pursuant to Section 5.0 hereof and shall any kind whatsoever arising as a result of any delay continue until terminated in accordance with the in meeting estimated or requested delivery dates. provisions hereof. Systemhouse shall give the Customer notice of such delivery by facsimile transmission. 4.0 License Fees 6.0 Installation 4.1 In consideration of the license for the Software granted by Systemhouse to Customer, Customer 6.1 Upon delivery of the Software to Customer, shall pay to Systemhouse, as a license fee, the Customer shall install, at its own expense, the amount specified opposite the words "Price Software on the Designated Computer and be Excluding Taxes"on the Software Schedule attached responsible for complying with the environmental hereto in accordance with the payment milestones requirements specified by the manufacturer of the specified on the Payment Schedule attached hereto. Designated Computer. 4.2 The license fee is exclusive of, and Customer is responsible for, all taxes including federal, state, provincial, local sales, use, goods and services, Software License Agreement(Rev.11.93) Page 2 7.0 Warranty SOFTWARE AND DOCUMENTATION. IN NO EVENT SHALL THE GROUP OR ANY MEMBERS 7.1 Systemhouse warrants that the Software, will OR MEMBER THEREOF BE LIABLE FOR ANY function substantially in accordance with the relevant INDIRECT, SPECIAL, CONSEQUENTIAL OR specifications contained in the Documentation for a INCIDENTAL DAMAGES OR LOSS OF PROFITS, period of ninety (90) days after the Software is LOSS OF USE OR LOSS OF DATA HOWSOEVER delivered to Customer provided that: CAUSED OR ARISING. (i) the Software is being used on the Designated THE FOREGOING LIMITATIONS OF LIABILITY Computer and the Designated Computer is SHALL NOT APPLY TO DAMAGES FOR being operated in accordance with the PERSONAL INJURY OR DEATH CAUSED BY THE environmental conditions specified by the NEGLIGENCE OF THE GROUP OR ANY hardware manufacturer;and MEMBERS OR MEMBER THEREOF WHILE ON THE PREMISES OF CUSTOMER FOR THE (ii) the Software has not been modified by PURPOSES OF PROVIDING SERVICES Customer or any third party. PURSUANT TO THIS AGREEMENT. In the event it is determined that Systemhouse THE FOREGOING PROVISIONS LIMITING THE provides warranty services arising from the above or LIABILITY OF SYSTEMHOUSE'S EMPLOYEES, from other causes not related to the Software, OFFICERS, DIRECTORS, REPRESENTATIVES Systemhouse reserves the right to charge Customer AND AGENTS SHALL BE DEEMED TO BE TRUST for Systemhouse's direct costs incurred and the time PROVISIONS AND SHALL BE ENFORCEABLE BY spent servicing the problems based upon SUCH EMPLOYEES, OFFICERS, DIRECTORS, Systemhouse's then current standard rates. REPRESENTATIVES AND AGENTS AS TRUST Systemhouse's sole obligation under this warranty BENEFICIARIES. and Customer's sole remedy shall be for Systemhouse to provide Customer with free Software Support in accordance with the terms and 9.0 Ownership of Software and conditions of Systemhouse's standard Software Confidentiality Support Agreement. EXCEPT AS EXPRESSLY SET OUT IN THIS 9.1 Customer acknowledges the Software and SECTION 7, THERE ARE NO OTHER Documentation are the property of Systemhouse and WARRANTIES, EXPRESS OR IMPLIED BY its third party licensor(s), and that the only rights STATUTE OR OTHERWISE IN LAW OR FROM A which Customer obtains to the Software and COURSE OF DEALING OR USAGE OF TRADE Documentation is the right to use on the Designated INCLUDING BUT NOT LIMITED TO, THE IMPLIED Computer in accordance with the terms of this WARRANTIES OR CONDITIONS OF Agreement. MERCHANTABILITY AND FITNESS FOR A 9.2 Customer shall ensure that all copyright, PARTICULAR PURPOSE. SYSTEMHOUSE proprietary rights and trade mark notices of SPECIFICALLY DOES NOT WARRANT THAT THE Systemhouse and its third party licensor(s) remain SOFTWARE WILL OPERATE WITHOUT ERROR on the Software and all copies thereof in whatever OR INTERRUPTION OR THAT THE SOFTWARE form or media and on all Documentation. The use AND DOCUMENTATION WILL MEET ALL OF of a copyright notice on the Software shall not be CUSTOMER'S NEEDS OR THAT ALL ERRORS IN taken to indicate that it has been published. THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. 9.3 Customer acknowledges the Software and Documentation contain valuable proprietary and confidential information of Systemhouse and its third 8.0 Limitation of Remedies party licensor(s). Customer will take the same care to safeguard the Software and Documentation that it 8.1 THE TOTAL CUMULATIVE COLLECTIVE takes to safeguard its own confidential information of LIABILITY OF SYSTEMHOUSE, ITS EMPLOYEES, like value provided that such care shall not be any OFFICERS, DIRECTORS, REPRESENTATIVES less than would be taken by a reasonable company AND AGENTS (HEREINAFTER COLLECTIVELY to safeguard its information of like value. CALLED 'THE GROUP") FOR COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR 9.4 Customer shall not examine, reverse compile, SUITS HOWSOEVER CAUSED OR ARISING reverse engineer or otherwise derive or attempt to (INCLUDING CLAIMS UNDER SECTION 12 derive, or permit or help others to derive or attempt HEREOF) SHALL BE LIMITED TO CUSTOMER'S to derive,the source code for the Software. DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO SYSTEMHOUSE HEREUNDER FOR THE Software License Agreement(Rev.11.93) Page 3 10.0 Default Systemhouse is notified in writing within five (5) business days of any suit or claim whether in the 10.1 Failure by Customer to comply with any form of a lawsuit or otherwise against Customer; term or condition of this Agreement shall entitle and that Customer permits Systemhouse to defend, Systemhouse to give the Customer written notice compromise or settle said claim of infringement and requiring it to cure such default. gives Systemhouse all available information, assistance, and authority to enable Systemhouse to 10.2 If the alleged default has not been cured do so; and that Customer fully observes all the within thirty (30) business days following receipt of terms and conditions of this Agreement. such notice, Systemhouse shall be entitled, in Systemhouse shall not be responsible for any addition to any other rights it may have under this compromise or settlement made without its consent. Agreement or otherwise in law or equity,to terminate Further, Systemhouse shall have no liability for any this Agreement by giving notice to take effect claim based on or arising out of: • immediately. (i) modification of the Software by Customer or any 10.3 This Agreement shall terminate other party not authorized by Systemhouse; immediately and automatically if customer enters or (ii) use of the Software in a manner not authorized is placed into receivership, is petitioned into by Systemhouse; bankruptcy or makes a proprosal under the Bankruptcy Act for the benefit of its creditors, ceases (iii) use of the Software in association with hardware to carry on business, or is wound up. or software not provided or authorized by 10.4 It is recognized by the parties that the Systemhouse;or confidentiality of the Software and Documentation is (iv) use of other than the most current version of the of great and central importance to the business of Software. Systemhouse. The parties therefore agree that if Customer shall breach any term of Section 9.0 of In the event that the Software or any part thereof is this Agreement entitled "Ownership of Software and held to infringe or Systemhouse has reason to Confidentiality", then Systemhouse shall have the believe that the Software or any part thereof right, at its election, and notwithstanding infringes a Canadian or United States patent, subparagraphs 10.1 and 10.2 above, to terminate Canadian or United States copyright or trade secret, this Agreement immediately upon notice. Systemhouse may at its option; (i) procure the right for Customer to continue using 11.0 Procedure on Termination the Software or part thereof;or 11.1 Upon termination of this Agreement by (ii) modify the Software or part thereof to make it reason of default of a party, the license granted non-infringing; or pursuant to this Agreement shall terminate and (iii) if neither (i) or (ii) are reasonably available, Customer shall have no right to use any copy of the terminate this Agreement and the license and Software and shall return the Software and require Customer to return all copies of the Documentation and any copies thereof to Software and Documentation to Systemhouse Systemhouse and an officer of Customer shall and Systemhouse will refund to Customer the certify that no copies of the Software or amount paid for the Software pursuant to this Documentation or any part of the Software or Agreement less an amount for use computed by Documentation, in any form, remain in the depreciating the amount paid on a straight line possession or control of Customer. basis over a five year period. 11.2 Termination of this Agreement shall be in THE FOREGOING CONSTITUTES addition to any other right or remedy which the SYSTEMHOUSE'S TOTAL LIABILITY WITH terminating party may have in either law or equity or RESPECT TO ANY CLAIM FOR COPYRIGHT, under this Agreement. PATENT, TRADEMARK, OR TRADE SECRET INFRINGEMENT. 12.0 Copyright Liability 13.0 Export 12.1 Systemhouse agrees to defend Customer against claims, suits or actions alleging that the use 13.1 The Software shall not be exported and of the Software infringes a Canadian copyright, shall only be used in accordance with the provisions Canadian patent, or trade secret of a third party and of this Agreement. agrees to pay costs and damages finally awarded against Customer for infringement of any copyright with respect to the use of the Software, provided that Software License Agreement(Rev.11.93) Page 4 14.0 General 14.6 Any notice, demand or other communication required or permitted to be given to 14.1 Neither party shall be liable for delay or either party to this Agreement shall be in writing and failure in performance resulting from acts beyond the shall be either personally delivered by hand or control of such party, including but not limited to delivered by prepaid courier or sent by electronic acts of God, acts of war, riot, fire, flood, or other means such as facsimile, telex or electronic mail, disaster, acts of government, strike, lockout, charges prepaid and confirmed by prepaid registered communication line or power failure. mail. Any notice personally delivered or delivered by courier shall be deemed received upon delivery. Any 14.2 Customer shall have no right to assign the notice sent by electronic means shall be deemed benefit of this Agreement without express written received upon the date the sending terminal permission from Systemhouse. confirms that the notice was received by the receiving terminal. Any notice required or permitted 14.3 If any provision of this Agreement is to be given to either party shall be delivered or sent declared by a court of competent jurisdiction to be to their respective addresses specified on the first invalid, such provision shall be severed from this page hereof and to the attention of the Authorized Agreement and the other provisions shall remain in Signing Officer who executed this Agreement. The full force and effect. address at which notice may be given to a party may be changed by such party giving notice to the other 14.4 A term or condition of this Agreement can party as provided in this Section. be waived or modified only with the written consent of both parties. Forbearance or indulgence by either 14.7 This Agreement and any schedule attached party in any regard shall not constitute a waiver of hereto, when initialled or signed by both parties, the term or condition to be performed, and either contains the complete and exclusive statement of party may invoke any remedy available under this the agreement between the parties and supersedes Agreement or by law despite such forbearance or all prior and contemporaneous agreements, indulgence. understandings, proposals, negotiations, representations or warranties of any kind whether 14.5 This Agreement shall be governed by and oral or written with respect to the subject matter construed in accordance with the laws of the State hereof. No oral or written representation that is not of Florida, U.S.A. The provisions of the International expressly contained in this Agreement is binding on Convention on the Sale of Goods shall have no Systemhouse or Customer. effect on this Agreement or the transactions contemplated hereunder. 14.8 Headings are inserted for convenience of reference only and shall not be used for the purpose of interpreting this Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the dates set out below. SHL Systemhouse Inc: Customer: This Agreement shall only be binding on Systemhouse The Authorized Signing Officer of the Customer who upon its signed acceptance by an Authorized Signing executes this Agreement acknowledges the He/She has Officer of Systemhouse. No one is authorized to change, read the entire Agreement, that He/She understands it alter or amend the terms and conditions of this and that the Customer agrees to be bound by its terms Agreement unless agreed to in writing by an Officer of and conditions. Systemhouse. x x (signature) (signature) Name: Richard Higgins Name: Title: Vice President Title: Date: March L 1994 Date: For: SHL Systemhouse Inc. For: in this Agreement referred to as Systemhouse _ in this Agreement referred to as Customer Software License Agreement(Rev.11.93) Page 5 Aki: Appendix A— ORACLE CORPORATION PASS-THROUGH PROVISIONS SYSTEM HOUSE This Appendix A is attached to and made part of the Software Schedule referencing the Software License Agreement dated November 1.1993 between City of Ocoee ("Customer") and SHL Systemhouse Inc. ("Systemhouse"). The additional terms and conditions contained herein shall apply only to Oracle Corporation's Relational Database Management System and/or any separable program module thereof("OCDMS software"). Systemhouse entered into a sublicense agreement with Oracle Corporation, the owner of the OCDMS software. The following additional terms and conditions are applicable to any OCDMS software supplied to Customer under the Software License Agreement: 1. Customer shall use the OCDMS software in machine readable object code form only on a single computer to be designated at the time the sublicense is granted for Customer's own internal data processing. Customer shall have the right to duplicate the OCDMS software for backup or archival purposes and to transfer the OCDMS software to a backup computer in the event of computer malfunction. Customer shall not make the OCDMS software available on any timesharing, or other rental arrangements. Customer may not transfer their rights under the sublicense without the permission of Systemhouse. 2. Customer shall not use the OCDMS software for any purpose outside the scope of the Software. Customer shall not cause or permit the reverse engineering, disassembly or decompilation of the OCDMS software. 3. Title to the OCDMS software shall not pass to Customer. 4. CUSTOMER AGREES THAT ORACLE CORPORATION SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL ARISING FROM CUSTOMER'S USE OF THE OCDMS SOFTWARE. 5. At the termination of the Software License Agreement, Customer shall discontinue use and shall destroy or return to Systemhouse the OCDMS software, documentation and all archival or other copies of the OCDMS software. 6. Customer shall not publish any result of benchmark tests run on the OCDMS software. 7. Customer shall not export the OCDMS software. Customer shall agree to comply fully with all relevant regulations of the United States Department of Commerce and with the U.S. Export Administration to assure that the OCDMS software is not exported in violation of the code and regulations. 8. Oracle Corporation shall be a third party beneficiary of the Software License Agreement. 9. No restrictive clauses shall be contained in agreements between Systemhouse and Customer with respect to restrictions on disclosure of contract provisions to Oracle. 10. NO WARRANTIES, EXPRESS OR IMPLIED,ARE MADE ON BEHALF OF ORACLE CORPORATION. 11. Customer acknowledges and agrees the OCDMS software is not specifically developed, or manufactured or licensed for use in the planning, construction, maintenance, operation, or use of any nuclear facility or for the flight navigation, or communication of aircraft or ground support equipment. Customer hereby agrees that Oracle shall not be liable for any claims for losses, costs, damages or liability arising out of or in connection with the use of the OCDMS software in such applications. Software License Agreement(Rev.11.93)---Oracle Corporation Pass-Through Provisions Page 6 Ihr.lik 41 SHL Payment Schedule & Payment Milestones 3YSTEM000SE • Systemhouse Proprietary Software in the amount of $ 0.00 * (U.S. dollars) as per attached Software Schedule (Systemhouse Software)due net thirty(30) days from the date of shipment of the Master Copy. • Third Party Software in the amount of $ 1350.00 * (U.S. dollars) as per attached Software Schedule (Third Party Software)due due net thirty(30)days from the date of shipment of the Master Copy. * This Software License Agreement is intended to establish a Vision* license agreement between SHL Systemhouse and City of Ocoee. This is essentially a re-licensing of the Vision* software that had been previously licensed by City of Ocoee from GeoVision Systems. There is no charge for the re-licensing the existing Vision* software. The associated Software Support Agreement outlines the annual support costs for the licensed software. NEW SOFTWARE PURCHASE * All VISION* software purchases by the City of Ocoee Florida, during the fiscal years of 1994 - 1996, will be charged at a 30%discount rate from the then current price list. Software License Agreement(Rev.11.93)—Payment Schedule&Payment Milestones Page 7 01":4P.4 SHL Software Schedule SYSTEMHOUSE Software Schedule(Systemhouse Software)to the Software License Agreement between SHL Systemhouse Inc. ("Systemhouse") and city ofOcoee ("Customer") dated November 1,1993 (the"Agreement"). Site Address (Ship to Address): Contact: Jim Shira 150 Lakeshore Drive Phone: 407-656-2322 Ocoee,Florida Designated Computer, Hardware Make& Model: Decstation 5000 Operating System Software: Ultrix/RISC Version: 4.3 (If more than one Hardware Make and Model and Operating System Software use additional sheets as needed) In exchange for the grant of a license for the Software listed below, Customer agrees to pay Systemhouse the following fees, due net thirty(30) days from the date of shipment of the Master Copy. All Software shall be subject to the terms of the Agreement referenced above. MULTI-USER PRODUCTS SYSTEMHOUSE Quantity Unit Price Extended Price PROPRIETARY SOFTWARE ($U.S.) Number of Master Authorized Total Product Name Users Copies Copies Multi User Sub-total SINGLE USER PRODUCTS SYSTEMHOUSE Quantity Unit Price Extended Price PROPRIETARY SOFTWARE ($U.S.) Number of Master Authorized Total Product Name Users Copies Copies VISION*Engine 1 1 0 1 N/C N/C VISION*Query 1 1 0 1 N/C N/C VISION*Builder+ 1 1 0 1 N/C N/C VISION*Plot 1 1 0 1 N/C N/C VISION*CoGO 1 1 0 0 N/C N/C VISION*Edit 1 1 0 0 N/C N/C VISION*Polygon 1 1 0 0 N/C N/C VISION*Developer 1 1 0 1 N/C N/C Multi User Subtotal N/C Single User Sub-total N/C Shipping N/C Taxes N/C Total N/C ACCEPTED BY: ACCEPTED BY: x x (signature) (signature) Name: Richard Higgins Name: Title: Vice President Title: Date: March 1,4994 Date: For: SHL Systemhouse Inc. For: in this Agreement referred to as Systemhouse in this Agreement referred to as Customer Aktp.iP. IlL Software Schedule (Third Party Software) SYSTEMHOUSE Software Schedule(Third Party Software)to the Software License Agreement between SHL Systemhouse Inc. ("Systemhouse")and City of Ocoee_ ("Customer) dated November 1993 (the"Agreement"). Site Address (Ship to Address): Contact: Jim Shira 150 Lakeshore Drive Phone: 407-656-2322 Ocoee,Florida 34761 Designated Computer; Hardware Make& Model: DECstation 5000 Operating System Software: Ultrix/RISC Version: 4.3 (If more than one Hardware Make and Model and Operating System Software use additional sheets as needed) In exchange for the grant of a license for the Software listed below, Customer agrees to pay Systemhouse the following fees, due net thirty(30)days from the date of shipment of the Master Copy. All Software shall be subject to the terms of the Agreement referenced above. MULTI-USER PRODUCTS THIRD PARTY SOFTWARE Quantity Unit Price Extended Price ($U.S.) Number of Master Authorized Total Product Name Users Copies Copies Multi User Sub-total Software Schedule(rev. 11.93) Page 1 SINGLE USER PRODUCTS THIRD PARTY SOFTWARE Quantity Unit Price Extended Price ($U.S.) Number of Master Authorized Total Product Name Users Copies Copies Oracle Runtime 1 1 0 1 N/C N/C SQL*Plus 1 1 0 1 N/C N/C SQL*Net 1 1 0 1 N/C N/C Network Protocol Support 1 1 0 1 N/C N/C TCP/IP Transaction Processing 1 1 0 1 $350.00 $350.00 Option UIM/X 1 1 0 1 $1000.00 $1000.00 SubTotal: $1350.00 Multi User Subtotal N/C Single User Sub-total $1350.00 Shipping N/C Taxes N/C Total $1350.00 If any of the third party software listed on this Schedule is provided by Oracle Corporation,the attached Pass-Through Provisions shall apply. ACCEPTED BY: ACCEPTED BY: x x (signature) (signature) Name: Richard Higgins Name: Title: Vice President Title: Date: March 11994 Date: For: SHL Systemhouse Inc. For: in this Agreement referred to as Systemhouse in this Agreement referred to as Customer Software Schedule (rev. 11.93) Page 2 SOFTWARE SCHEDULE (THIRD PARTY SOFTWARE) ORACLE CORPORATION PASS-THROUGH PROVISIONS The additional terms and conditions contained herein shall apply only to Oracle Corporation's Relational 5. At the termination of the Software License Database Management System and/or any separable Agreement, Customer shall discontinue use program module thereof ("OCDMS software"). and shall destroy or return to Systemhouse the OCDMS software, documentation and all Systemhouse entered into a sublicense agreement with archival or other copies of the OCDMS Oracle Corporation, the owner of the OCDMS software. software. The following additional terms and conditions are applicable to any OCDMS software supplied to Customer 6. Customer shall not publish any result of under the Software License Agreement: benchmark tests run on the OCDMS software. 1. Customer shall use the OCDMS software in 7. Customer shall not export the OCDMS object code form only on a single computer to software. Customer shall agree to comply fully be designated at the time the sublicense is with all relevant regulations of the United granted for Customer's own internal data States Department of Commerce and with the processing. U.S. Export Administration to assure that the OCDMS software is not exported in violation of Customer shall have the right to duplicate the the code and regulations. OCDMS software for backup or archival purposes and to transfer the OCDMS software 8. Oracle shall be a third party beneficiary of the to a backup computer in the event of computer Software License Agreement. malfunction. Customer shall not make the OCDMS software available on any 9. No restrictive clauses shall be contained in timesharing, or other rental arrangements. agreements between Systemhouse and Customer may not transfer its rights under the Customer with respect to restrictions on sublicense without the permission of disclosure of contract provisions to Oracle. Systemhouse. 10. NO WARRANTIES, EXPRESS OR IMPLIED, 2. Customer shall not use the OCDMS software ARE MADE ON BEHALF OF ORACLE. for any purpose outside the scope of the Software. Customer shall not cause or permit 11. Customer acknowledges and agrees the the reverse engineering, disassembly or OCDMS software is not specifically developed, decompilation of the OCDMS software. or manufactured or licensed for use in the planning, construction, maintenance, 3. Title to the OCDMS software shall not pass to operation, or use of any nuclear facility or for Customer. the flight navigation, or communication of aircraft or ground support equipment. 4. CUSTOMER AGREES THAT ORACLE Customer hereby agrees that Oracle shall not CORPORATION SHALL NOT BE LIABLE FOR be liable for any claims for losses, costs, ANY DAMAGES, WHETHER DIRECT, damages or liability arising out of or in INDIRECT, INCIDENTAL, SPECIAL OR connection with the use of the OCDMS CONSEQUENTIAL ARISING FROM software in such applications. CUSTOMER 'S USE OF THE OCDMS SOFTWARE. Software Schedule (rev. 11.93) Page 3 dbi HL` Software Support Agreement SYSTEMHOUSS THIS SOFTWARE LICENSE AGREEMENT made Between SHL SYSTEMHOUSE INC. a corporation incorporated under the laws of Canada having offices at 50 O'Connor Suite 501, Ottawa, Ontario K1P 6L2 (hereinafter called "Systemhouse") —and— City of Ocoee a municipal corporation incorporated under the laws of Florida having offices at 150 North Lakeshore Drive.Ocoee.Florida (hereinafter called the"Customer") For good and valuable consideration (the receipt and sufficiency of which is acknowledged), the parties agree as follows: any new functions which were not formerly functions 1.0 Definitions of the Software and any changes to the Software to properly operate with modifications made to the The following terms are used in this Agreement, as Designated Computer. defined in this paragraph: 1.7 "Master Copy"—shall mean the copy of the 1.1 "Agreement"—shall mean this Software Support Software initially delivered to Customer pursuant to Agreement and all schedules referencing this a software license agreement between Systemhouse Agreement as amended from time to time in and Customer or pursuant to a software license accordance with the terms hereof. agreement between Customer and a previous owner of the Software. 1.2 "Software"—shall mean the computer programs in machine readable object code form listed on a 1.8 "Authorized Copy"—shall mean a copy of the Software Support Schedule referencing this Software which Customer has been authorized to Agreement. reproduce. 1.3 "Documentation"—shall mean Systemhouse's published documentation normally provided by 2.0 Support Services Provided for Master Systemhouse to a customer for use with the CO of the Software Software. py 1.4 "Designated Computer"—shall mean the 2.1 Systemhouse shall provide, when generally computer system and Operating System Software available, updates to the Master Copy of the listed as the Designated Computer for the specific Software, in machine readable object code form, and copy of the Software. updates to the Documentation. Updates will be provided a minimum of once per year. Customer 1.5 "Operating System Software"—shall mean shall be responsible for making the number of computer programs supplied by the manufacturer of copies of the Update equal to the number of any of the hardware and specified as part of the Authorized Copies listed on a Software Support Designated Computer for a specific copy of the Schedule referencing this Agreement. Systemhouse Software. shall in its sole discretion determine what is a new product for which there is a separate charge and 1.6 "Updates"—shall mean a release of the what is an Update. Software, subsequent to the initial delivery of the Software pursuant to a software license agreement, 2.2 Systemhouse shall provide a write-in service for in which Systemhouse has incorporated any assistance, information and the communication of accumulated corrections which make the Software questions and enhancement suggestions directly to conform to the then current Documentation, any Systemhouse. A response will be provided by improvements in the performance of the Software, Software Support Agreement(Rev.11.93) Page 1 Systemhouse within four (4) weeks of receiving 4.1 The term of this Agreement shall be twelve (12) Customer's communications. months from the date this Agreement is executed by Systemhouse unless otherwise specified on the 2.3 Systemhouse may circulate to Customer Software Support Schedule. This Agreement will be information found to be of value to other users of the automatically renewed at the end of the initial twelve Software. (12) month period on the same terms and conditions 2.4 Systemhouse shall provide a phone-in service and at Systemhouse's then current rates unless for the provision of advice regarding problem either party gives the other party notice at least sixty determination and resolution for the Master Copy of (60) days prior to the end of the then current twelve the Software. Calls must be placed by the (12) month period that it does not wish to renew this Authorized Customer Representative(s) identified on Agreement. the Software Support Schedule between the hours of 8:00-17:00 Eastern Time, Monday through Friday, holidays observed by Systemhouse excluded. Systemhouse will use reasonable commercial efforts 5.0 Payment to return calls within two (2)business hours. y 2.5 Systemhouse shall,with Customer authorization 5.1 Customer agrees to pay the annual support fee and provision of recommended telecommunications for the first twelve (12) month period of this equipment, access Customer's Designated Agreement upon execution of this Agreement and Computer and Master Copy of the Software directly, the then current annual support fee thirty (30) days via telecommunications link, to isolate alleged errors after the beginning of each subsequent twelve (12) in the Master Copy of the Software, resolve month period for which this Agreement is renewed. problems and where practicable, apply corrections 5.2 If at any time during the term of this Agreement or workarounds. or any renewal thereof the payment by Customer to 2.6 Systemhouse shall at its discretion with Systemhouse of the annual fee or any other amount Customer authorization, deploy a Systemhouse payable hereunder is in arrears ten (10) days or software support representative to attend at more, Systemhouse may, at its discretion, send Customer's site to isolate alleged errors in the written notice to Customer that Systemhouse will Master Copy of the Software, resolve problems and terminate support services under this Agreement. apply corrections or workarounds which cannot be When Systemhouse sends such written notice to resolved through a telecommunications link. Travel, Customer, Customer shall have ten (10) days in food and lodging costs of the Systemhouse which to pay all such arrears. If Customer does not representative shall be paid by Customer. pay all arrears within such ten (10) day period, Systemhouse shall have the right to cease supplying Any services provided in addition to those specified support services to Customer. Systemhouse shall above ("Additional Services") will be billed to continue to have the right to recover payment of all Customer at the then current Systemhouse rates for amounts owning under this Agreement, such services. Additional Services will not be notwithstanding any termination of support services provided until all terms and conditions in respect by Systemhouse under this paragraph. thereof have been mutually agreed to in writing by the parties. 5.3 Unless otherwise stated on the first page hereof, the annual fee is exclusive of all federal, state, provincial, or local sales, use, goods and services, 3.0 No Support for Authorized Copies of value added, excise and other taxes, duties, levies the Software and other charges. Any taxes, duties, levies or other charges Systemhouse may be required to collect or pay upon provision of support services, exclusive of 3.1 The provision of support services as specified in taxes based upon the net income of Systemhouse, Section 2.0 hereof, shall only be available with shall be paid by Customer to Systemhouse unless respect to the Master Copy of the Software and shall Customer provides direct payment authority or an not be available for Authorized Copies of the exemption certificate valid in the Province or State in Software. Customer shall make one (1) copy of the which the support services will be provided. In the Update for each Authorized Copy of the Software event that taxes are determined to be payable, listed on the Software Support Schedule and shall Customer shall promptly pay them upon demand by install the Update on the Designated Computer in Systemhouse. respect of each Authorized Copy. 5.4 Any amount not paid on or before the due date shall bear interest at a rate of one and one quarter 4.0 Term percent (1 1/4%) per month not compounded (15% per annum) or the maximum allowed by law Software Support Agreement(Rev.11.93) Page 2 whichever is less, calculated monthly, not in In the event it is determined that Systemhouse advance,from the date payment is due until the date expends support services arising from the above or payment is made. from some other cause not related to the Software, Systemhouse reserves the right to charge Customer for Systemhouse's direct costs incurred and the time 6.0 Terms and Conditions of Service spent servicing the problems based upon its then current standard rates. 6.1 Systemhouse shall only be responsible for providing support services for Systemhouse's most 6.5 Systemhouse shall provide support services for current Update of the Software operating on the the Master Copy of the Software only through the specified version of the Operating System Software request of the Customer representative identified as on the Designated Computer. the "Authorized Customer Representative" on the Software Support Schedule. Customer 6.2 If Customer desires to transfer the use of the Representative(s) must be accredited by Software to a different computer system, Customer Systemhouse by successfully completing the shall notify Systemhouse of such transfer in writing, required levels of training offered by Systemhouse provided however, that in no event shall for such accreditation. Systemhouse be obligated to provide Software Support for Software installed on a hardware 6.6 Customer shall furnish Systemhouse, free of platform which is not then currently supported by charge, access to the computer facilities for the time Systemhouse for its customers in general. required by Systemhouse to furnish the support Customer may be subjected to an increased Annual services hereunder. Charge if such transfer is to a higher model 6.7 An authorized representative of Customer shall computer system or for increased users. Any be present at all times while on-site services are additional fees will be calculated based upon the being performed by Systemhouse personnel. difference between the fee for the original number of users and the fee for the higher number of users. Upon transfer to the new computer system, the 7.0 Customer Representations and Designated Computer shall be changed to mean the new computer system. Warranties 6.3 Customer's Designated Computer is not to be 7.1 Customer represents and warrants that it is the relocated to any other site without at least thirty (30) owner of the Designated Computer and sublicensee days prior written notice to Systemhouse. of the Operating System Software, or if not the 6.4 Systemhouse shall be under no obligation to owner or sublicensee, Customer has authority from furnish support services under this Agreement the owner to enter into this Agreement with respect should these services be required as a result of: thereto and will maintain such rights and authority throughout the term of this Agreement. (i) operation of the Designated Computer in 7.2 Customer acknowledges that Systemhouse and environmental conditions outside those currently its third party licensors retain title to the Software prescribed by the Designated Computer including all Updates thereto and that Customer has manufacturer as acceptable for the installation of been granted a non-exclusive, non-transferable, hardware and the provision of hardware restricted rights license to use a specified number of maintenance;or copies of the Software on the Designated Computer (ii) failure by Customer to install the version of the for Customer's own business operations, and not for Operating System Software specified for use with a the provision of timesharing services or service supported version of the Software; or bureau services. (iii) failure by Customer to keep the Designated Computer properly maintained in accordance with 8.0 Default standards of maintenance prescribed by the Designated Computer manufacturer;or 8.1 Failure by Customer to comply with any term or condition of this Agreement shall entitle (iv) failure by Customer to ensure that its personnel Systemhouse to give Customer written notice and staff are fully trained in the use and operation of requiring it to cure such default. the Software;or 8.2 If the alleged default has not been cured within (v) the Software being serviced, maintained or thirty (30) days following receipt of such notice by modified by anyone other than Systemhouse, or by a Customer, Systemhouse shall be entitled, in addition third party authorized by Systemhouse. to any other rights it may have under this Agreement or otherwise in law or equity, to terminate this Software Support Agreement(Rev.11.93) Page 3 Agreement by giving notice to take effect THE FOREGOING LIMITATIONS OF LIABILITY immediately. SHALL NOT APPLY TO DAMAGES FOR PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF THE GROUP OR ANY 9.0Termination MEMBERS OR MEMBER THEREOF WHILE ON THE PREMISES OF CUSTOMER FOR THE 9.1 This Agreement shall terminate immediately PURPOSES OF PROVIDING SERVICES and automatically if either party enters or is placed PURSUANT TO THIS AGREEMENT. into receivership, is petitioned into bankruptcy or makes a proposal under the Bankruptcy Act for the THE FOREGOING PROVISIONS LIMITING THE benefit of its creditors, ceases to carry on business, LIABILITY OF SYSTEMHOUSE'S EMPLOYEES, or is wound up. OFFICERS, DIRECTORS, REPRESENTATIVES AND AGENTS SHALL BE DEEMED TO BE TRUST 9.2 Termination of this Agreement shall not affect PROVISIONS AND SHALL BE ENFORCEABLE BY any right of action of either party arising from SUCH EMPLOYEES, OFFICERS, DIRECTORS, anything which was done or not done, as the case REPRESENTATIVES AND AGENTS AS TRUST may be, prior to such termination taking effect. BENEFICIARIES. 10.0 No Warranty 12.0 General 10.1 SYSTEMHOUSE MAKES NO 12.1 Neither party shall be liable for delay or WARRANTIES, REPRESENTATIONS, OR failure in performance resulting from acts beyond the CONDITIONS WHATSOEVER WITH RESPECT TO control of such party, including but not limited to THE SERVICES TO BE PERFORMED acts of God, acts of war, riot, fire, flood, or other HEREUNDER, EITHER EXPRESS OR IMPLIED BY disaster, acts of government, strike, lockout, STATUTE OR OTHERWISE IN LAW OR FROM A communication line or power failure. COURSE OF DEALING OR USAGE OF TRADE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED 12.2 Customer shall have no right to assign the WARRANTIES OR CONDITIONS OF benefit of this Agreement without express written MERCHANTABILITY AND FITNESS FOR A permission from Systemhouse. PARTICULAR PURPOSE. SYSTEMHOUSE 12.3 If any provision of this Agreement is SPECIFICALLY DOES NOT WARRANT THAT THE declared by a court of competent jurisdiction to be SERVICES WILL ENSURE THAT THE OPERATION invalid, such provision shall be severed from this OF THE SOFTWARE WILL BE ERROR FREE OR Agreement and the other provisions shall remain in UNINTERRUPTED AND SYSTEMHOUSE DOES full force and effect. NOT GUARANTEE THAT ALL ERRORS WILL BE CORRECTED. 12.4 A term or condition of this Agreement can be waived or modified only with the written consent of both parties. Forbearance or indulgence by either 11.0 Limitation of Remedies party in any regard shall not constitute a waiver of the term or condition to be performed, and either 11.1 THE TOTAL CUMULATIVE COLLECTIVE party may invoke any remedy available under this LIABILITY OF SYSTEMHOUSE, ITS EMPLOYEES, Agreement or by law despite such forbearance or OFFICERS, DIRECTORS, REPRESENTATIVES indulgence. AND AGENTS (HEREINAFTER COLLECTIVELY CALLED "THE GROUP") FOR COSTS, LOSSES 12.5 This Agreement shall be governed by and OR DAMAGES FROM ALL CLAIMS, ACTIONS OR construed in accordance with the laws of the State SUITS HOWSOEVER CAUSED OR ARISING of Florida, U.S.A. The provisions of the International SHALL BE LIMITED TO CUSTOMER'S DIRECT Convention on the Sale of Goods shall have no DAMAGES AND SHALL NOT EXCEED THE effect on this Agreement or the transactions AMOUNT PAID BY CUSTOMER TO contemplated hereunder. SYSTEMHOUSE HEREUNDER DURING THE CURRENT TWELVE (12) MONTH TERM OR 12.6 Any notice, demand or other RENEWAL TERM OF THIS AGREEMENT. IN NO communication required or permitted to be given to EVENT SHALL THE GROUP OR ANY MEMBERS either party to this Agreement shall be in writing and OR MEMBER THEREOF BE LIABLE FOR ANY shall be either personally delivered by hand or INDIRECT, SPECIAL, CONSEQUENTIAL OR delivered by prepaid courier or sent by electronic INCIDENTAL DAMAGES OR LOSS OF PROFITS, means such as facsimile, telex or electronic mail, LOSS OF USE, OR LOSS OF DATA HOWSOEVER charges prepaid and confirmed by prepaid registered CAUSED OR ARISING. mail. Any notice personally delivered or delivered by Software Support Agreement(Rev.11.93) Page 4 courier shall be deemed received upon delivery. Any 12.7 This Agreement and any schedule attached notice sent by electronic means shall be deemed hereto, when initialled or signed by both parties, received upon the date the sending terminal contains the complete and exclusive statement of confirms that the notice was received by the the agreement between the parties and supersedes receiving terminal. Any notice required or permitted all prior and contemporaneous agreements, to be given to either party shall be delivered or sent understandings, proposals, negotiations, to their respective addresses specified on the first representations or warranties of any kind whether page hereof and to the attention of the Authorized oral or written with respect to the subject matter Signing Officer who executed this Agreement. The hereof. No oral or written representation that is not address at which notice may be given to a party may expressly contained in this Agreement is binding on be changed by such party giving notice to the other Systemhouse or Customer. party as provided in this Section. 12.8 Headings are inserted for convenience of reference only and shall not be used for the purpose of interpreting this Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the dates set out below. SHL Systemhouse Inc: Customer: This Agreement shall only be binding on Systemhouse The Authorized Signing Officer of the Customer who upon its signed acceptance by an Authorized Signing executes this Agreement acknowledges the He/She has Officer of Systemhouse. No one is authorized to read the entire Agreement, that He/She understands it change, alter or amend the terms and conditions of and that the Customer agrees to be bound by its terms this Agreement unless agreed to in writing by an and conditions. Officer of Systemhouse. ACCEPTED BY: ACCEPTED BY: x x (signature) (signature) Name: Richard Hig ink Name: Title: Vicel'resident Title: Date: Date: For: SHL Systemhouse Inc. For: in this Agreement referred to as Systemhouse in this Agreement referred to as Customer Software Support Agreement(Rev.11.93) Page 5 14..4,4 41, SILL Software Support Schedule SYSTEMHOUSE Software Support Schedule to the Business Agreement between SHL Systemhouse, Inc. ("Systemhouse") and City of Ocoee ("Customer')dated November 1,1993 (the"Agreement"). Site Address(Ship to Address): Authorized Customer Representative(s)—Max.of 3 150 Lakeshore Drive 1. Contact: Ocoee, Florida 34761 Phone: 2. Contact: Phone: 3. Contact: Phone: Designated Computer: Hardware Make& Model: DECstation 5000 Operating System Software: Ultrix/RISC Version: 4.3 (If more than one Hardware Make and Model and Operating System Software use additional sheets as needed) In exchange for the grant of a license for the Software listed below, Customer agrees to pay Systemhouse the following fees,due net thirty(30)days from the date of shipment of the Master Copy. All Software shall be subject to the terms of the Agreement referenced above. MULTI USER PRODUCTS SYSTEMHOUSE Quantity Annual Charge Total Annual PROPRIETARY SOFTWARE ($U.S.) Charge Number of Master Authorized Total Product Name Users Copies Copies THIRD PARTY SOFTWARE SubTotal: SINGLE USER PRODUCTS SYSTEMHOUSE Quantity Annual Charge Total Annual PROPRIETARY SOFTWARE ($U.S.) Charge Number of Master Authorized Total Product Name Users Copies Copies VISION*Engine 1 1 0 1 $945 $945 VISION*Query 1 1 0 1 $195 $195 VISION*Builder+ 1 1 0 1 $330 $330 VISION*CoGo 1 1 0 1 $165 $165 VISION*Edit 1 1 0 1 $165 $165 VISION*Polygon 1 1 0 1 $165 $165 VISION*Plot 1 1 0 1 $330 $330 VISION*Developer 1 1 0 1 $1000 $1000 THIRD PARTY SOFTWARE Oracle Runtime 1 1 0 1 $214 $214 SQL*Plus 1 1 0 1 $22 $22 SQL*Net 1 1 0 1 $38 $38 Network Protocal Support 1 1 0 1 $23 $23 TCP/IP Transaction Processing 1 1 0 1 $53 $53 Option SubTotal: $3645 Multi User Subtotal N/A Single User Sub-total $3645.00 Taxes N/A Total $3645.00 Pro-Rated 11 months $3341.25 Ending September 30,1994 ACCEPTED BY: ACCEPTED BY: X X (signature) (signature) Name: Richard Higgins Name: Title: Vice President Title: Date: March 1,1994 Date: For: SHL Systemhouse Inc. For: in this Agreement referred to as Systemhouse in this Agreement referred to as Customer The terms and conditions of any third party support provider are attached to this Software Support Schedule and shall govern the provision of support by such third party. 1.0 Systemhouse will provide Customer with the for each Authorized Copy listed on the Software Support following Software Support services: Schedule and shall install the Update on the Designated Computer in respect of each Authorized Copy. 1.1 Systemhouse shall provide,when available, Updates to each Master Copy of the Software, in 3.0 The Software Support provided pursuant to this machine readable run time form, and the corresponding Software Support Schedule shall be subject to the Updates to all the Documentation. Updates will be following terms and conditions: provided a minimum of once per year. Customer shall be responsible for making the number of copies of the 3.1 Systemhouse shall only be responsible for Update equal to the number of Authorized Copies for the providing support services for Systemhouse's most Software listed on the Software Support Schedule. current Update of the Software for the Designated Computer and the immediately preceding Update for a 1.2 Systemhouse will provide Customer with write- period of six (6) months from the date of release of the in service for assistance, information, and the most current Update. communication of questions and enhancement suggestions directly to Systemhouse. A response will be 3.2 In the event that Customer desires to transfer provided by Systemhouse within four(4)weeks of the use of the Software to a different computer system, receiving Customer's communications. Customer shall notify Systemhouse of such transfer in writing;provided however,that in no event shall 1.3 Systemhouse may circulate to Customer Systemhouse be obligated to provide Software Support information found to be of value to other users of the for Software installed on a hardware platform which is Software. not then currently supported by Systemhouse to its customers in general. Customer may be subjected to an 1.4 Systemhouse shall provide a phone-in service increased Annual Charge if such transfer is to a for the provision of advice regarding problem computer system with more users. Any additional fees determination and resolution for the Master Copy of the will be calculated based upon the difference between the Software . Calls must be placed by the"Authorized fee for the original number of users and the fee for the Customer Representative(s)"identified on the Software higher number of users. Upon transfer to the new Support Schedule between the hours of 08:00-17:00 computer system, the Designated Computer shall be Monday through Friday, holidays observed by changed to mean the new computer system. Systemhouse excluded. Systemhouse will use reasonable commercial efforts to return calls placed by 3.3 Customer's Designated Computer is not to be 15:00 within two (2) hours. relocated to any other site without prior written notice to Systemhouse. 1.5 Systemhouse shall,with Customer authorization and provision by Customer of recommended 3.4 Systemhouse shall be under no obligation to telecommunications equipment, access Customer's furnish software support services under this Agreement Designated Computer and Master Copy of the Software should these services be required as a result of: directly, via telecommunications link, to isolate alleged errors in the Master Copy of the Software, resolve (i)operation of the Designated Computer in problems and where practicable, apply corrections or environmental conditions outside those currently workarounds. prescribed by the Designated Computer manufacturer as acceptable for the installation of hardware and the 1.6 Systemhouse shall at its discretion, with provision of hardware maintenance; or Customer authorization,deploy a Systemhouse software support representative to Customer's site to isolate (ii)failure by Customer to install the version of the alleged errors in the Master Copy of the Software, Operating System Software specified for use with a resolve problems and apply corrections or workarounds supported version of the Software; or which cannot be resolved through a telecommunications link. The costs of travel, meals and lodging of the (iii)failure by Customer to keep the Designated Systemhouse representative shall be paid by Customer. Computer properly maintained in accordance with standards of maintenance prescribed by the Designated Any services provided in addition to those specified Computer manufacturer; or above ("Additional Services")will be billed to Customer at the then current Systemhouse rates for such services. (iv)failure by Customer to ensure that its personnel and Additional Services will not be provided until all terms staff are fully trained in the use and operation of the and conditions in respect thereof have been mutually Software; or agreed to in writing by the parties. (v)the Software being serviced, maintained or modified 2.0 The provision of Software Support as specified by anyone other than Systemhouse, or by a third party in Section 1.0 shall only be available with respect to the authorized by Systemhouse. Master Copy of the Software and shall not be available for the Authorized Copies. Customer shall make one (1) In the event it is determined that Systemhouse provides copy of the Update of the Master Copy of the Software support services arising from the above or from other Software Support Schedule(rev.11.93) Page 3 causes not related to the Software, Systemhouse computer facilities for the time required by Systemhouse reserves the right to charge Customer for Systemhouse's to furnish the support services to be provided hereunder. direct costs incurred and the time spent servicing the problems based upon its then current standard rates. 3.7 An authorized representative of Customer shall be present at all times while on-site services are being 3.5 Systemhouse shall provide support services for performed by Systemhouse personnel. the Master Copy of the Software only through the request of the Customer representative identified as the 4.0 If Customer discontinues support services and "Authorized Customer Representative(s)"on the Software subsequently desires Systemhouse to provide support Support Schedule. "Authorized Customer services, Customer as a condition to acquiring such Representative(s)"must be accredited by Systemhouse support services shall pay to Systemhouse either the upon completion of the required levels of training offered value of support services for the lapsed period or shall by Systemhouse for such accreditation. acquire new licenses for the Software,whichever is less. 3.6 Customer shall furnish Systemhouse, free of charge, at a mutually agreed upon time, access to the Software Support Schedule(rev.11.93) Page 4 CITY OF OCOEE SIGNATURE PAGE APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING APPROVED AS TO FORM AND LEGALITY HELD ON , 1994 this day of , 1994. UNDER AGENDA ITEM NO. FOLEY & LARDNER By: City Attorney C:\WP5I\DOCS\FADMIN OQ3OF;4f2/94I I&50091 DPB:Ian)