LETTER - SIGNED COPY OF CONTRACT WITH DIVERSIFIED SOFTWARE SYSTEMS INC.
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July 13, 1987
Mr. William A. McCall
Communications Coordinator
City oz Clearwater
P.O. Box 4748
Clearwater, FL 34618-4748
Dear Mr. McCall:
c---c I am in receiptp oz- your letter dated July 2nd. --- Enclosed is the
signed copy oz the Contract ~d Exhibit A zor the purchase oz
CORNERSTONE and CONNECT.
Marilyn Whiddon has inzormed me that training on the CORNERSTONE
System is scheduled zor July 21st and 22nd. The training provided
will give the Department the ability to begin using the CORNERSTONE
System on a day to day basis.
_Thank you zor your choice oz CORNERSTONE and CONNECT to provide the
solution zor your Building Department. We are committed to their
success.
Sincerely,
OM't~
JUk Law
Marketing Representative
11 E GE i V E D
JUL 15]981
CITY; CLERK
. 1400 SOUTH ORLANDO AVENUE. SUITE 101 . WINTER PARK, FLORIDA 32789.5543 · TELEPHONE (305) 629-5765 ·
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DIVERSIFIED SOFTWARE SYSTEMS, INC.
Agreement
, 19 _(the "Agreement"), by which we, Diversified
Software Systems, Inc., a Florida corporation having our principal office at 1400 South Orlando Avenue, Suite 101, Winter Park, FL
32789, agree to license certain of our proprietary software to you, CITY OF CLEARW A 'T'RR) 1<'1 nY'i n.<=l ("Licensee"),
having your principal office at 10 South Missouri Avenue, Clearwater, Florida 3::3515
This is a document dated
1. LICENSE
A. We are providing you with a nonexclusive and nontransferable license to use the computer software components (the "System")
and related materials listed in Exhibit A on the terms and conditions of this Agreement. Additionally, you are acquiring as the
owner the hardware to be used with the computer software components covered by this Agreement. The hardware is specifically
described in Exhibit A.
B. You may use the Software and related materials only to process your own work. You may not use the Software and related
materials as part of a commercial time-sharing or service bureau or in any other resale capacity.
2. MAINTENANCE SERVICES
A. We will provide the maintenance services described in paragraph 2.C. at no additional cost to you for the period of time
specified in Exhibit A (the "initial maintenance period").
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B. At the expiration of the initial maintenance period, you may buy maintenance services for the Software for subsequent 12-
month periods at oUI then current prices. While we are offering maintenance services for the Software, you may obtain such
services as long as (i) you have paid the maintenance fee for any and all maintenance periods after the initial maintenance period;
and (ii) you incorporate into the Software within .1&2 days of the issue date all releases relating to the Software which we have
made available to you. The initial maintenance period and subsequent maintenance periods are referred to collectively as the
"maintenance period. "
C. The maintenance services referred to in paragraphs 2.A. and B. are the following:
(i) We will consult with you for a reasonable amount of time by telephone during our normal business hours to assist you in
the use of the Software;
(ii) We will supply computer program code to correct any errors in the Software which cause it to deviate materially from the
specifications for the Software which are contained in the manuals listed in Exhibit A; and
(iii) We will provide you with all enhancements to the Software which we develop and generally make available at no charge
to other licensees of the Software ("Enhancements").
D. We will investigate and correct suspected errors at our offices to the extent possible. If we travel to your place of business at
your request during the initial or subsequent maintenance period, you will pay us for the reasonable travel and other out-of-pocket
expenses of our personnel. If we, in our reasonable judgment, determine that a suspected error is attributable to a cause other than
an error in the Software, then you will pay for our work on a time and materials basis at oUI then prevailing rates.
3. LICENSE FEES
As compensation for the license granted under this Agreement, you will pay us the license fees set forth in Exhibit A. You also
will pay any taxes arising out of this Agreement, except for taxes based on our net income.
4. NONDISCLOSURE
You agree to protect the confidentiality of all Confidential Information and not to publish or disclose such information to any
third party without our written permission. By Confidential Information we mean the Software and related materials, including
Enhancements, which we hereby designate as proprietary and confidential [Tade secrets of Diversified Software Systems, Inc. You
will not remove any copyright, trademark and other proprietary rights notice from the Software or related materials.
5. PERMISSION TO COpy OR MODIFY THE SOFTWARE
A. You may copy the Software and manuals listed in Exhibit A exclusively for your own use. The original, and any copies
which you make of the Software and other materials, in whole or in part, are OUI property.
B. You agree to reproduce and include OUI copyright, trademark and other proprietary rights notices on any copies of the Software
and other materials provided under this Agreement, including partial copies and copied. materials in updated works.
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6. WARRANTY
A. We warrant that during the maintenance period performance of the Software will not deviate materially from the specifications
contained in the documents referred to in Exhibit A.
B. The Software and any other materials delivered to you under this Agreement will not infringe on the copyright, patent or any
other proprietary right of any third party. Should the Software or any materials become the subject of any infringement claim or
suit, we may obtain for you the right to continue using the Software or other materials or may replace or modify them to resolve
such claim or suit. If we do not find either of these alternatives reasonably available to us, we may require you to stop using the
Software or other materials, in which case you will receive a refund of the license fee previously paid by you for the Software or
other materials you no longer may use.
C. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
7. LIMITATION OF REMEDIES
Our entire liability and your exclusive remedy for damages to you from any work under this Agreement, for any cause
whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, shall be as follows:
A. If the Software does not perform as warranted, our obligation will be to modify the Software to make it perform as warranted;
or, if after repeated efforts, we are unable to make the Software operate as warranted, you will be entitled to recover your actual
money damages to the limits set forth in this section.
B. Damages shall not exceed the total fees received by us under this License Agreement
8. TERMINATION
When this Agreement terminates for any reason, wtthin five business days thereafter you must either deliver to us or, at our
option, destroy the original and all copies of the Software and related materials, including Enhancements and derivative works.
9. GENERAL PROVISIONS
A. You may not assign or otherwise transfer this Agreement and the license it provides without our prior written consent This
Agreement shall be binding upon our respective successors and assigns.
B. If either of us waives or modifies any term or condition of this Agreement, this will not void, waive or change any other term
or condition. If either of us waives a default by the other, this does not mean that we will waive future or other defaults.
C. If any part of this Agreement, for any reason, is declared to be invalid, it shall be deemed omitted. The remainder of this
Agreement shall continue in effect as if the Agreement had been entered without the invalid portion.
D. This Agreement will be governed by the laws of the State of Florida. as such laws are applied to contracts between Florida
residents which are entered into and to be performed entirely within Florida.
E. This Agreement sets forth the full understanding between us and may only be changed in writing.
F. Exhibit A attached to this Agreement is made a part of it as if fully included in the text.
G. Any monies not paid when due shall bear interest at the rate of 1 1/2 percent per month from due date until paid.
Each of has signed this agreement as of the date indicated at the beginning of this document
CITY OF
Diversified Software Systems, Inc.
By:
~~.~~~ President
am<
Purchasing Officer
Name and 1 ilIc
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EXHIBIT A
to
Diversified Software Systems, Inc.
Agreement
1. We are licensing to you the following computer software components:
CONNECT Voice Dialogue Program
InterVoice Interpreter
InterTask Multi-tasking Driver
InterView Screen Generator
CORNERSTONE Application Software
Permits Module, Inspection Module, Fee Module
as specified in the following manuals or related materials:
. CORNERSTONE User Manual
. CONNECT User Manual
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2. At a license fee of $ 4 8 , 7 0 0
, payable as follows:
- 0 - upon the signing of this Agreement;
$ 2 8 , 000 upon delivery of hardware;
$20,700 ~9ili~~~nmt~~A~&rnre&X Upon installation of software.
Expense reimbursments, and fees for training, assistance and support which we provide on a time and material basis at our
standard rates, are due on receipt of monthly billing. Reasonable travel and living expenses are billed at Diversified Software
Systems, Inc., cost.
3. Date initial maintenance period shall begin: De Ii very of Hardware
Date initial maintenance period shall end: 90 Days After Delivery of Hardware
4. Computer hardware included:
s. Additional provisions:
DOS Operating System
BASIC Interpreter
On-site Installation of Hardware and Software
Agreed to and initialed for idenification by:
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