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END-USER AGREEMENT NO. FL1002 " '. 1 I DA VID Corporation End-User Agreement No. FL 1002 Customer named below, hereinafter designated as "LICENSEE", agrees to the terms and conditions contained in the DAVID End-User Agreement and the schedules noted below. The terms and conditions contained in this End-User Agreement shall be applicable to each section. The following sections compose this agreement: I. DAVID Corporation and LICENSEE Responsibilities II. Software License Agreement III. Payment Schedule IV. Software Maintenance Agreement This End-User Agreement, consisting of Sections I - IV, shall be applicable to each sale of software made by DAVID Corporation to the LICENSEE. In addition to this End-User Agreement, a separate Claim Data Conversion Agreement shall be applicable when the LICENSEE requests DAVID Corporation to perform a programmatic conversion of LICENSEE's source claim data or another company's source claim data from magnetic media into a format consistent with the data and fIle structure required by DAVID Corporation software. USER ADDRESS: MAILING ADDRESS: City of Clearwater Customer Name City of Clearwater Atto: Risk Management 10 S. Missouri Avenue Street Address P.O. Box 4748 Clearwater, FL 34615 City, State, Zip Clearwater. FL 34618-4748 (813) 462 - 6754 Site Telephone Number (813) 462 - 6754 I SECTION I { .' " DAVID CORPORATION AND LICENSEE RESPONSIBILITIES I - 1. DEFINITIONS As used in this Agreement: A. "Agreement" shall mean this Software License Agreement and the End-User Agreement of which it is a part. B. "Licensed Software Program" is each executable program module described in Section III of the Agreement, including basic and related materials pertinent to such program in machine readable or printed form, and any updated program or program portion furnished by DAVID Corporation to LICENSEE in connection with a Licensed Program. C. "Third Party Program" means those Licensed Software Programs supplied by DAVID Corporation as a dealer under license from a third party licensor. D. "Use" means copying any portion of any Licensed Software Program from storage units or media into equipment for processing, or using any Licensed Software Program in printed form in support of any Licensed Software Program. E. "SWAT" (Software Action Team) is a quick response team which addresses software problems of an urgent nature. F. "Custom Programs" shall mean any and all enhancements and/or customizations developed for the LICENSEE by DAVID Corporation, LICENSEE or any third party as not part of the standard software code. G. "Delivery" of enhancements or customizations shall mean the code has been unit tested and regression tested with the integrated system prior to being considered delivered to LICENSEE, or shall be deemed to have been delivered to LICENSEE after a period of forty-five (45) days from date of receipt by LICENSEE if LICENSEE has not reported any system errors to DAVID Corporation. I - 2. INSTALLATION DAVID Corporation agrees to install all equipment and software purchased from DAVID Corporation at the LICENSEE's location as specified in the agreed upon payment schedule. LICENSEE shall be responsible for the physical installation and connection of equipment to the local area network. LICENSEE will pay for all shipping charges. DAVID Corporation shall bear the risk of loss of equipment while it is in the DAVID Corporation offices for loading of software and testing, during transit, and until equipment is delivered to LICENSEE's premises. LICENSEE shall bear the risk of loss from date of delivery until accepted. LICENSEE shall, at its expense, have the site prepared in accordance with DAVID Corporation's written specifications ten (10) days before the scheduled installation date. DAVID Corporation shall not be responsible for actual or consequential damages due to delay in installation. Equipment and cabling supplied by LICENSEE should meet the minimum physical specifications for optimal performance. 1-3. TRAINING DAVID Corporation agrees to provide training courses and guides at the rate specified in Section III. Delays in training caused by incomplete preparation of LICENSEE's premises with regard to installation of equipment, local area network cabling, or availability of training facilities may result in the re-scheduling of training. Training so delayed will be re-scheduled by D AVID Corporation using its best efforts. I - 4. LIMITED WARRANTY DAVID Corporation warrants for a period of ninety (90) days after acceptance by the LICENSEE that each Licensed Program (as defined in Section I) licensed directly by DAVID Corporation will perform in all material respects to DAVID Corporation's users manual and published specifications therefore when and used according to DAVID Corporation's instructions for proper installation, test, operation, and maintenance. Thereafter, DAVID Corporation will not provide program maintenance services except under a separate software maintenance agreement. DAVID Corporation will test all modifications/fixes/new releases to the Licensed Software Program to ensure that they End-User Agreement pg. 2 ~erform fu all material respects to DAVID ~rporation's users manual and published specifiltions. Licensed Software Program will be compatible with state regulations. DAVID Corporation will warrant all custom modification(s) for a period of ninety (90) days after delivery of the custom modification(s) to the Licensed Software Program. Custom modification(s) shall meet the performance criteria as defined in the detailed design specifications approved by DAVID Corporation and LICENSEE. DAVID Corporation will determine the version of DataFlex for DOS that best meets the operation and performance requirement of the Licensed Software Program. DAVID Corporation will update the Licensed Software Program as necessary to remain compatible with the version of DataFlex for DOS currently selected by DAVID Corporation. DAVID Corporation will resolve all reported bugs/defects/problems that do not meet DAVID Corporation's user manual and published specifications reported during the warranty period in accordance with the following procedures: 1. Software based problem reports shall be reported either through the software support department or in writing to the designated project manager. 2. The project manager in conjunction with the SWAT team will confirm that a bug/defect/problem exists within four (4) business hours of receipt of report. 3. A confirmed bug will be classified into one of the following categories: a). URGENT: The entire system or any major functional component is non-operational. In an urgent situation, DAVID Corporation will immediately assess the severity of the situation and resolve the problem as soon as possible. A response call will be returned within two (2) business hours. If resolution of the system problem requires more than four (4) business hours, an update call will be placed to apprise LICENSEE of the status of activity and estimated time of correction. b). MINOR: System problem affecting a specific transaction but allows normal operation to continue. DAVID Corporation will begin work on the bug within eight (8) business hours of confirmation. DAVID Corporation will use its best efforts to resolve the bug as soon as possible. A response call will be returned within four (4) business hours. If resolution of the system problem requires more than twenty-four (24) hours, an update call will be placed to appraise LICENSEE of the status of activity and estimated time for correction. c). ENHANCEMENT: If DAVID Corporation determines that the bug as reported by LICENSEE meets DAVID Corporation's user manual and published specifications, such reported bug will be declared an enhancement. Enhancements will be handled as custom programming or general client enhancement. Custom programming is billable at DAVID Corporation's hourly rate as listed in Section III. At the discretion of DAVID Corporation, general client enhancements will be provided to clients as per the terms of the Software Maintenance Agreement. 4. Corrections to the bug on the LICENSEE's system(s) will be made via remote access and upload of appropriate changes. Additional "trouble shooting" will be made via either remote access or an on site visit by a DAVID representative. Unless both parties agree that it would be more effective to resolve the problem by having a DAVID representative on site, client requested site visits will be billed at hourly rates as specified in Section III of this Agreement. 5. Confirmed bugs will be corrected at no charge to LICENSEE. All inquiries by LICENSEE regarding the Licensed Software should be directed to DAVID Corporation's Software Support Department. All software support related calls will be returned within eight (8) business hours. During the warranty period, LICENSEE shall notify DAVID Corporation of any noncompliance of product with the Licensed Software Program's documentation, specifying the exact nature of the error. DAVID Corporation shall use its best effort to correct the error within ten (10) business days. If there is an error in the documentation of the Licensed Software Program, LICENSEE will receive the correction in the form of either an errata or addendum page to the existing documentation. End-User Agreement pg. 3 In the event specified warranty defects lported to DAVID Corporation during the ninei (90) day warranty period are not'corrected within thirty (30) days after receipt by lfA VID Corporation of notice thereof, LICENSEE may at its option, terminate this Agreement pursuant to the terms in Section II-8. In order to exercise such rights, LICENSEE must return the software to DAVID Corporation within twenty (20) days after the end of such thirty (30) day period at which point that portion of the fee paid by the LICENSEE for the Licensed Software Program shall be returned to LICENSEE. As to Licensed Programs supplied by DAVID Corporation that are owned and licensed by third party licensors and equipment supplied by third parties, DAVID Corporation makes no warranty as to compatibility, performance, operation, features, technical support, bug fixes, or enhancements, and LICENSEE must look solely to such third parties. DAVID Corporation is supplying such third party Licensed Programs on an "off-the-shelf" basis. DAVID Corporation makes no warranty concerning the availability or adequacy of any warranty obligations of third party licensors. DAVID Corporation does not warrant that the functions contained in any DAVID Corporation Licensed Program will meet LICENSEE's requirements or will operate in the combinations which may be selected for use by LICENSEE, or that the operation of the Licensed Program will be uninterrupted or error free. THE WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. I - 5. ACCEPrANCE LICENSEE shall be deemed to have accepted the products on the earliest of (a) the date of written acceptance by execution of an acceptance certificate, (b) ninety (90) days from the Installation Date, unless written notice specifying product defects is previously received by DAVID Corporation, or (c) use by the LICENSEE of the products to process data for commercial business enterprise by LICENSEE whether or not this agreement has been signed by the LICENSEE. I - 6. ASSIGNMENT LICENSEE may not assign this Agreement hereto, except for assignment to a parent, subsidiary, corporation, affiliate, or surviving corporation in any consolidation or merger without the prior written consent of DAVID Corporation, which consent shall not be unreasonably withheld. DAVID Corporation may assign this Agreement to a parent, subsidiary, corporation, affiliate, or surviving corporation in any consolidation, merger, or asset transfer. 1-7. EXPORT LIMITATION LICENSEE shall not export or re-export any licensed software program or third party program supplied by DAVID Corporation directly or through others to the prescribed countries listed in Section 379.4 and associated or successor sections of the U.S. Export Administration Regulations unless properly authorized by the U.S. Government. DAVID Corporation will be notified in writing of any intent to export or re-export any Licensed Software Program or third party program supplied by DAVID Corporation. I - 8. AMENDMENT Except as otherwise provided herein, this Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective unless set forth in a document executed by both the LICENSEE and DAVID Corporation. The failure by either party to enforce at any time any of the provisions of the Agreement, or to exercise any election or option provided herein, shall in no way be construed as a waiver of such provisions or options, nor in any way to affect the validity of this Agreement or any part thereof, or the right of said party thereafter to enforce each and every such provision. I - 9. ENTIRE AGREEMENT This End-User Agreement and the attached schedules contain all of the agreements, representations, and understandings of the parties hereto and supersede and replace any previous understandings, commitments, or agreements, whether oral or written. I - 10. APPLICABLE LAW This Agreement is made, governed by, and shall be construed in accordance with the laws of the State of Florida. End-User Agreement pg. 4 1"- 11. nISPUTES I , In the event that a dispute arises in connection with the Agreement or Licensed Software Program or any other related issue, LICENSEE and DAVID Corporation agree to use an interim steering committee representing both parties to resolve the dispute. If the steering committee fails to resolve the dispute, the parties will attempt to settle the dispute by binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be conducted in the State of Florida or any other location mutually agreed upon by both parties. I - 12. LIMITATION OF LIABILITY Neither party shall be liable for any loss, damages, or penalty resulting from failure to perform any of its obligations under this Agreement due to force majeure or any cause beyond its reasonable control. Any delay so caused shall effect a corresponding extension of the delivery date. DAVID CORPORATION'S LIABILITY TO LICENSEE UNDER OR FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE REFUND OF THE SOFTWARE PROGRAM LICENSE FEE PAID BY LICENSEE. IN NO EVENT, EXCEPT IF THE PRODUCT BECOMES THE SUBJECT OF A PATENT, COPYRIGHT OR INTELLECTUAL PROPERTY RIGHT INFRINGEMENT CLAIM, AS DEFINED IN SECTION II-13, SHALL DAVID CORPORATION BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PROGRAMS OR EQUIPMENT BY THE LICENSEE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, SPECIAL, DIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING COSTS, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE. 1- 13. PAYMENT TERMS A. Except as noted, prices listed in this Agreement are exclusive of all federal, state, and municipal, or other government, excise, sales, use, occupational, or like taxes or duties now in force or enacted in the future. Any such tax, fee, or charge of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between DAVID Corporation and LICENSEE (exclusive of taxes based on net income) shall be paid by the LICENSEE in addition to the prices quoted or invoiced. In the event DAVID Corporation is required to pay any such tax, fee, or charge, at the time of sale or thereafter, the LICENSEE shall reimburse DAVID Corporation therefore. B. Invoices for products and services provided will be sent to LICENSEE according to terms specified in Section III as agreed to by LICENSEE and DAVID Corporation. Terms of payment will be thirty (30) days from date of receipt of invoice. C. In the absence of specific shipping instructions, DAVID Corporation will ship by the method it deems most advantageous. Unless otherwise specified, products shall be shipped in standard commercial packaging. When special packaging is requested, or, in the opinion of DAVID Corporation, required under the circumstances, the cost of the same, if not set forth on the invoice, will be separately invoiced to and paid by LICENSEE. Equipment held or stored for LICENSEE, after an agreed upon delivery date shall be held or stored at LICENSEE's sole expense and risk. D. Any payments not made when due shall incur interest at the prime rate plus two percent not to exceed the highest rate permitted by law. End-User Agreement pg. 5 I SECTION II I SOFfW ARE LICENSE AGREEMENT TERMS AND CONDmONS IT - 1. LICENSE DAVID Corporation grants to LICENSEE a perpetual, nonexclusive license to use each Licensed Software Program on up to five personal computers and/or file servers at one site subject to the terms and conditions of this Agreement and DataFlex Runtime License Agreement, unless LICENSEE fails to pay for the Licensed Software Program. LICENSEE has the ability to operate the Licensed Software Program in a service bureau environment as a third party administrator subject to the terms and conditions of this Agreement. With respect to Third Party Programs, this Agreement constitutes a sublicense or other arrangement under which DAVID Corporation is authorized to supply the Third Party Programs copies of which are attached hereto as Exhibits 1 through 3 inclusive to end users under the terms and conditions contained in the manufacturer's license agreement. By signing the Agreement, LICENSEE agrees to all of the terms set forth in each such license as it applies to the particular Third Party Program covered by such agreement. Such agreement by LICENSEE shall be as fully effective as if LICENSEE's signature were actually set forth on such agreement, and the provisions thereof may be enforced by the appropriate Third Party Licensors. IT - 2. SUBLICENSES BY LICENSEE LICENSEE is entitled to grant any sublicenses hereunder with the written approval of DAVID Corporation that is not to be withheld unreasonably. IT . 3. FEES The fees applicable to each Licensed Software Program are included in Section III for the system of which the Licensed Software Program is a part. Fees for services are also provided on Section III. Fees for services will remain in effect for one year after acceptance (see 1-5). IT - 4. COPIES LICENSEE shall provide DAVID Corporation written notice acknowledging all copies of the Licensed Software Program made by LICENSEE for use by LICENSEE at additional sites. LICENSEE may make additional copies per site for back-up, archival, testing, training or enhanced performance purposes. The original and any copies of Licensed Programs, in whole or in part, which are provided by DAVID Corporation or made by LICENSEE, shall be the property of DAVID Corporation provided however that daily backup tapes made by LICENSEE to back up its system shall not be included. LICENSEE agrees to reproduce and include DAVID Corporation's copyright notice on any copies, in whole or in part, in any form, including partial copies of Licensed Programs. IT - 5. PROTECTION OF LICENSED PROGRAMS Title to and ownership of the Licensed Software Programs and all modifications and revisions made by DAVID Corporation shall at all times remain with DAVID Corporation. LICENSEE agrees not to provide or otherwise make available any Licensed Software Program, in any form, to any person other than LICENSEE's or DAVID Corporation's employees or Agents, or use the Licensed Software Program to process data for any third party, without prior written consent from DAVID Corporation. LICENSEE agrees that it will take appropriate action by instruction, agreement or otherwise with its employees or other persons permitted access to any Licensed Software Program to satisfy its obligations under this Agreement with respect to use, copying, modifications, and protection and security of Licensed Software Programs. IT - 6. PROPRIETARY INFORMATION LICENSEE acknowledges that the Licensed Software Program is proprietary information and a trade secret whether or not any portion is copyrighted or patented. LICENSEE shall use its best efforts to ensure that the Licensed Software Programs and associated materials, and any portion thereof, on magnetic tape or disc or in any other form, are not disclosed or made available by LICENSEE or by any of LICENSEE's employees. LICENSEE may only disclose said proprietary information to any third party after written request by LICENSEE to DAVID Corporation and subsequent written consent by DAVID Corporation, which consent shall not be End-User Agreement pg. 6 UOreasonably withheld. It is the responsibiliJ of LICENSEE that those third parties requestel by LICENSEE that have access to said proprietary information follow the guidelines and conditions of this paragraph of this Agreement. LICENSEE agrees to use its best efforts to ensure that any individuals having access to the Licensed Software Programs shall be advised of, observe and perform this non-disclosure covenant. Any obligation of confidentiality, secrecy, or obligation not to disclose proprietary information under this agreement shall survive termination, and remain in force for as long as DAVID Corporation or its successors in interest continue to market the Licensed Software Programs. II - 7. DIAL-UP ACCESS TELEPHONE MAINTENANCE AND SUPPORT As a condition of DAVID Corporation's limited warranty, LICENSEE agrees to allow DAVID Corporation, with consent of LICENSEE, reasonable access to LICENSEE's computer system by way of LICENSEE's purchased data-set (modem) with a minimum band rate of 14.4 kbps and dedicated and direct local telephone data access lines. LICENSEE understands DAVID Corporation's need to periodically access the Licensed Software Programs for the sole purpose of performing maintenance and support service. LICENSEE will provide DAVID Corporation with the system access phone number and any security codes necessary to access the system. LICENSEE shall not impose any charges on DAVID Corporation for access time to perform maintenance and support work. II - 8. TERMINATION This Software License Agreement and any license granted hereunder may be terminated with cause sixty (60) days after prior written notice to LICENSEE by DAVID Corporation or from LICENSEE to DAVID Corporation if either party breaches any material provision of this Agreement. Within five (5) days after DAVID Corporation has terminated this Agreement, LICENSEE will certify, in writing, to DAVID Corporation, that through its best efforts, and to the best of its knowledge, the original and all copies, in whole or in part, in any form, including partial copies and modifications, and custom programs developed by DAVID Corporation, of the Licensed Software Programs have been returned to DAVID Corporation. DAVID Corporation shall have the right to inspect LICENSEE's Designated Equipment and the Installation Site(s) with appropriate advance notice and coordination with LICENSEE to determine compliance with the LICENSEE's duty to return the Licensed Software Programs. This Software License Agreement may be terminated, without cause, ninety (90) days after prior written notice to LICENSEE by DAVID Corporation or from LICENSEE to DAVID Corporation. Termination without cause must be mutually agreed upon by both LICENSEE and DAVID Corporation. Within five (5) days after termination of this Agreement, LICENSEE will certify, in writing, to DAVID Corporation, that through its best efforts, and to the best of its knowledge, the original and all copies, in whole or in part, in any form, including partial copies and modifications, and custom programs developed by DAVID Corporation, of the Licensed Software Programs have been returned to DAVID Corporation. DAVID Corporation shall have the right to inspect LICENSEE's Designated Equipment and the Installation Site(s) with appropriate advance notice and coordination with LICENSEE to determine compliance with the LICENSEE's duty to return the Licensed Software Programs. II - 9. SOFTWARE ESCROW ARRANGEMENTS DAVID Corporation agrees to maintain, at DAVID Corporation's expense, a copy of the original source code and all updates and enhancements of the DAVID Corporation Licensed Programs in escrow for the benefit of LICENSEE with Data Securities International, Inc., 5703 Oberlin Drive, Suite 206, San Diego, California, 92121. As part of DAVID Corporation's day-to-day business practice, DAVID Corporation may elect to declare the DOS character-based products (CompPlus & P&CPlus) mature products. At this time standard product development and enhancements will discontinue. DAVID Corporation, at its discretion, will continue sales and software support and customization of the standard program. During this period, LICENSEE may purchase the Licensed Software Program's standard system source code. In the event DAVID Corporation ceases to sell the DOS character-based products, and ceases software support, refuses or is unable, or fails to perform support responsibilities as described in the Software Maintenance Agreement, or becomes insolvent, bankrupt or the subject of a bankruptcy proceeding under the laws of the United States, LICENSEE shall have the right to secure from DAVID Corporation, or its authorized trustees or receivers, or software escrow agent, one copy of the Licensed Software Program's standard source code (in the form then in use by the LICENSEE), all updates, and existing documentation which in combination would provide sufficient detail to permit a reasonably skilled computer programmer to modify, maintain and support the source code. Receipt of this material shall be prior to discontinuance of the forementioned development and support or cessation of business in the normal course or declaration of insolvency or bankruptcy, and in any event not later than ten (10) days after any such event. LICENSEE agrees that any materials provided under this provision are subject to the licenses and protections specified in this Agreement. End-User Agreement pg. 7 II - 10. DOCUMENTATION I I LICENSEE will receive one (1) copy of existing technical and user documentation for every five (5) user licenses paid for by LICENSEE; LICENSEE can make unlimited copies of such documentation for internal purposes. The documentation is proprietary to DAVID Corporation and shall be treated as proprietary information as subject to Section II-6 of this Agreement. II - 11. MODIFICATIONS All modifications to the Licensed Software Program licensed to LICENSEE must be performed by DAVID Corporation unless those requested changes made by LICENSEE cannot be performed by DAVID Corporation in a mutually agreed upon and reasonable cost and time frame not to exceed one hundred and twenty (120) days. Charges for all modifications will not exceed the per hour programming rates as stated in Section III. II - 12. PRODUCT ENHANCEMENTS & NEW PRODUCTS All enhancements, and upgrades of the Licensed Software Program are to be determined by DAVID Corporation and addressed in the Maintenance Agreement between LICENSEE and DAVID Corporation. Any new products (specifically the Windows product) developed by DAVID Corporation may be made available to LICENSEE. LICENSEE must separately purchase the third party database software for the Windows product. DAVID Corporation will assist in the conversion of their current product to the new Windows product at the cost to LICENSEE as stated in Section III. DAVID Corporation will either convert or replace via a data access layer all interfaces with the other vendor products in production/operation at the time of conversion for an additional charge as stated in Section III of this Agreement. II - 13. INFRINGEMENT INDEMNIFICATION DAVID Corporation warrants that the Licensed Software Program and the use thereof does not or will not violate or infringe upon any United States patent, copyright, trademark, or trade secret or other intellectual property right (collectively, the II Rights ") of any other person. At DAVID Corporation's expense, DAVID Corporation shall defend and hold LICENSEE harmless against any claim that the Licensed Software Program infringes a patent, copyright, or intellectual property right in the United States and shall pay all costs and damages that a court awards as a result of such claim. To qualify for such defense and payment, LICENSEE must: (1) give DAVID Corporation prompt written notice for such claim; and (2) give complete authority to DAVID Corporation to compromise or settle, allow DAVID Corporation to control and fully cooperate with DAVID Corporation in the defense and all related negotiations. DAVID Corporation agrees that if the operation of the Licensed Software Program becomes, or in the opinion of DAVID Corporation is likely to become, the subject of a patent, copyright or intellectual property right infringement claim, LICENSEE will permit DAVID Corporation, at DAVID Corporation's option and expense, to: (1) promptly procure for LICENSEE the right to continue to use the Licensed Software Program; or (2) replace the Product with alternatives that function substantially the same as the Product; or (3) modify the Product in a manner which causes it to function substantially the same as it had prior to modification, so that it becomes non-infringing. Such modification will not alter the intended use of the Program. If DAVID Corporation is unable to provide LICENSEE with any of the options set forth above, LICENSEE may terminate this Agreement, pursuant to the terms of Section II-8, and DAVID Corporation shall refund to LICENSEE monies previously paid by LICENSEE to DAVID Corporation under the terms of Section 1-12 of this Agreement. II - 14. MARKETING DAVID Corporation may not use LICENSEE's name in any marketing material or literature or as a reference without the prior written approval of an authorized representative or designee of LICENSEE. 11-15. TITLE Title to and ownership of the software and all modifications and revisions made to the software by DAVID Corporation shall at all times remain with DAVID Corporation. End-User Agreement pg. 8 Site License Fees: Custom Programming: Preinstallation: Training: Annual Software Maintenance: Third Party Software: Standard Hourly Rates: Urgent Mode Factor: Payment Terms: I SECTION III I PAYMENT SCHEDULE $30,000 for CompPlus and P&CPlus license for five users $10,000 for the migration path to the Windows product* No Charge for Notice of Injury Form $1,000 for Notice of Action/Change Form $2,500 for Progress/Final Report $4,000 Set-up & installation of LICENSEE specific codes & reference tables $5,000 for 5-day training session of LICENSEE's staff Travel expenses are additional. Total travel expenses shall not exceed $2000 and shall be approved by LICENSEE. Training shall be completed within 2 weeks of installation of the Licensed Software Program. $7,800 for CompPlus and P&CPlus with 5 workstations, includes: * Standard software upgrades * Toll-Free number for software support: (800) 2 - GOLIATH * Unlimited software support from: 6am PST to 6pm PST * Remote access to your system upon request for diagnostic troubleshooting of software problems * Software updates which include enhancements and bug fixes * Bulletin Board access for information uploading on the latest updates, support recommendations, and communication forum. DataFlex RunTime software must be purchased for each site according to the terms and conditions of the DataFlex License Agreement: $500 per site (site includes LICENSEE's 5-Users) WinQL Report Writer (single-user) license is included Cognos PowerPlay (single-user) license: $1,500 Florida Medical Fee Schedule: $1,000 Junior Programmer: Senior Programmer: Project Manager: Hardware Consultant: Software Support Technician $100/hr $ 150/hr $ 150/hr $ 125/hr $125/hr If D AVID Corporation is requested to work against inflexible delivery deadlines which are mutually agreed upon at the beginning of the project as being "at risk" , DAVID Corporation defines the project as being "Urgent Mode" . DAVID Corporation may apply additional charges. All additional charges are subject to negotiations with and prior approval by the LICENSEE. $ 10,000 due DAVID Corporation at signing of End-User Agreement $ 20,000 due at installation of Licensed Software Program $ 15,500 due at 30 days completion of training of LICENSEE's staff $ 7,800 due at 90 days past installation of Licensed Software Program *$ 10,000 due at 30 days past installation of Windows product which shall not be installed before 11/01/95 nor later than 4/01/96. End-User Agreement pg. 9 I SECTION IV I SOFTWARE MAINTENANCE AGREEMENT IV - 1. SOFTWARE MAINTENANCE AND SUPPORT DAVID Corporation hereby agrees to provide on-going maintenance and support for the DAVID Corporation Licensed Software Programs subject to the terms and conditions of this Agreement. The annual term for the software maintenance and support shall commence at acceptance. IV - 2. CONDITIONS A. The Licensed Software Programs must be in use only on equipment approved by DAVID Corporation. B. The equipment must be operating properly at all times during this Agreement. C. The Licensed Software Program must be at DAVID Corporation's current release and revision level. To qualify for coverage under this Agreement, DAVID Corporation shall have performed or approved all custom programs or modifications made to the Licensed Software Program. D. DAVID Corporation shall have no responsibility for maintenance or support of software originated by third parties. E. LICENSEE agrees to pay the standard support rate for any support rendered by DAVID Corporation when LICENSEE is not in compliance with any of the above conditions. IV - 3. FEES The annual maintenance and support rate will be fixed for the first calendar year after the warranty period. Annual maintenance and support fees may be increased at DAVID Corporation's discretion following the first calendar year after the warranty period but annual maintenance and support rate increases shall not exceed seven (7) percent per calender year. IV - 4. MAINTENANCE AND SUPPORT LEVELS DAVID Corporation shall, as it deems necessary (but at least once a year), issue its standard releases and enhancements related to the software. All releases/fixes/upgrades shall be tested by DAVID Corporation prior to installation. Software updates shall comply with future changes in state regulations. DAVID Corporation shall make available to the LICENSEE one (1) set of standard releases and enhancements per Installation Site. Upon their release, all such releases of documentation and enhancements shall be deemed to be included in the definition of Licensed Software Program. DAVID Corporation will supply telephone assistance to the Installation Site to resolve Licensed Software Program problems and programming difficulties with Designated Equipment. This service will be available between the hours of 6:00 a.m. and 6:00 p.m. Pacific Standard Time, Monday through Friday excluding holidays, provided this service is not used for training purposes. LICENSEE shall pay the standard support rate for training related calls. When any installation site of LICENSEE exceeds ten (10) training related calls per month for two (2) consecutive months or any three (3) calendar months during the annual support period governed by this Agreement, said installation site shall purchase a minimum of two (2) days of consecutive training by DAVID Corporation. LICENSEE shall pay to DAVID Corporation charges for such training services as specified in Section III. DAVID Corporation will resolve all reported bugs/defects/problems that do not meet DAVID Corporation's user manual and published specifications reported during the maintenance period in accordance with the following procedures: 1. Software based problem reports shall be reported either through the software support department or in writing to the designated project manager. 2. Software support in conjunction with the SWAT team will confirm that a bug/defect/problem exists within four (4) business hours of receipt of report. End-User Agreement pg. 10 '. 3. A confirmed bug will be classit into one of the following categories: I a). URGENT: The entire system or any major functional component is non-operational. In an urgent situation, DAVID Corporation will immediately assess the severity of the situation and resolve the problem as soon as possible. A response call will be returned within two (2) business hours. If resolution of the system problem requires more than four (4) business hours, an update call will be placed to apprise LICENSEE of the status of activity and estimated time of correction. b). MINOR: System problem affecting a specific transaction but allows normal operation to continue. DAVID Corporation will begin work on the bug within eight (8) business hours of confirmation. DAVID Corporation will use its best efforts to resolve the bug as soon as possible. A response call will be returned within four (4) business hours. If resolution of the system problem requires more than twenty-four (24) hours, an update call will be placed to appraise LICENSEE of the status of activity and estimated time for correction. c). ENHANCEMENT: If DAVID Corporation determines that the bug as reported by LICENSEE meets DAVID Corporation's user manual and published specifications, such reported bug will be declared an enhancement. Enhancements will be handled as custom programming or general client enhancement. Custom programming is billable at DAVID Corporation's hourly rate as listed in Section III. At the discretion of DAVID Corporation, general client enhancements will be provided to clients as per the terms of the Software Maintenance Agreement. 4. Corrections to the bug on the LICENSEE's system(s) will be made via remote access and upload of appropriate changes. Additional "trouble shooting" will be made via either remote access or an on site visit by a DAVID representative. Unless both parties agree that it would be more effective to resolve the problem by having a DAVID representative on site, client requested site visits will be billed at hourly rates as specified in Section III of this Agreement. 5. Confirmed bugs will be corrected at no charge to LICENSEE. 6. In the event that specified bugs reported to DAVID Corporation during the term of this Agreement are not corrected within thirty (30) days after receipt by DAVID Corporation of notice thereof, LICENSEE may at its option, terminate this Agreement pursuant to the terms of Section 1-7, B. LICENSEE will coordinate all communication activities with DAVID Corporation through individuals that are designated in writing as representative(s) of LICENSEE for said activities. During the maintenance period, LICENSEE shall notify DAVID Corporation of any noncompliance of product with the Licensed Software Program's documentation, specifying the exact nature of the error. DAVID Corporation shall make its best effort to correct the error within ten (10) business days. If there is an error in the documentation of the Licensed Software Program, LICENSEE will receive the corrction in the form of either an errata or addendum page to the existing documentation. IfDA VID Corporation, at the LICENSEE's request, provides any maintenance other than that which it is obligated to provide under this Agreement, such as workstation or local area network maintenance or optimization, the LICENSEE shall pay to DAVID Corporation for such services at the rate specified in Section III of End-User Agreement. This Maintenance Agreement shall not entitle the LICENSEE to receive any new products or any products or features that DAVID Corporation markets to customers for an additional fee. This Agreement shall be strictly limited to standard releases of documentation, enhancements and custom programs of those DAVID Corporation Products purchased by LICENSEE. IV - 5. DAVID DIAL-UP ACCESS TELEPHONE MAINTENANCE AND SUPPORT To enable maintenance, LICENSEE will provide DAVID Corporation with reasonable telephone access to LICENSEE's computer system by way of LICENSEE's purchased data-set (modem) with a minimum baud rate of 14.4 kbps and dedicated, direct local telephone data access lines. DAVID Corporation's access to LICENSEE's system is only granted with prior permission from LICENSEE or its agent for each incident. LICENSEE must have control over the configuration lllatlagement function without unexpected vendor updates or enhancements. Any changes by DAVID Corporation will be made to the LICENSEE's test version of the Licensed Software Programs, rather than directly to production version. End-User Agreement pg. 11 IV - 6. TERM I I " This Agreement shall be in full force and effect for a period of one (1) year from the end of the ninety (90) day limited warranty period and shall be renewed automatically for succeeding periods of one (1) year unless the LICENSEE delivers to DAVID Corporation notice in writing sixty (60) days prior to the last day of any annual term advising that this Maintenance and Support Agreement will not be renewed. IV - 7. TERMINATION Either party may terminate this Maintenance and Support Agreement without cause by ninety (90) day written notice to the other party. In the event that the LICENSEE or DAVID Corporation is in breach or violation of any material terms or conditions of this Agreement, either party may terminate this Agreement with sixty (60) days written notice to the other party. LICENSEE is not obligated to retain the maintenance and support services agreement. LICENSEE shall retain the license to the Licensed Software Programs should they decide to discontinue this Agreement in the future. IV - 8. TITLE Title to and ownership of the software and all modifications and revisions made to the software by DAVID Corporation shall at all times remain with DAVID Corporation. IV - 9. DISPUTES In the event that a dispute arises in connection with this Agreement or Licensed Software Program or any other related issue, LICENSEE and DAVID Corporation agree to use an interim steering committee representing both parties to resolve the dispute. If the steering committee fails to resolve the dispute, the parties will attempt to settle the dispute by non-binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be conducted in the State of Florida or any location mutually agreed upon by both parties. IV - 10. RECRUITMENT LICENSEE agrees not to recruit any DAVID Corporation employee for a period of one (1) year past acceptance. DAVID Corporation agrees not to recruit any LICENSEE employee for a period of (1) year past acceptance. This agreement, consisting of Sections I - IV, shall be effective and fully accepted by LICENSEE as of -'2L/ 2 7 / tJ5. Agreed To: See p. 13 for City of Clearwater signatures of Clearwater NSEE Accepted By: Date DAVID Corooration Date Alvin Bei!un. President Type or Print Name and Title End-User Agreement pg. 12 '. ~, ! ~\ ! I I Rita Garvey Mayor-Commissioner CITY OF CLEARWATER, FLORIDA Approved as to form and O!I! il t nes s :c. '- . --E'f L 'SUI' -lcI/i4'j BY: .u.k~ J Eliz~eth M/Oeptula City Manager Attest: Attorney :~'2~~_ .rOo. thia E. . Goudeau Y'CI-ark _ _ -____ End-User Agreement Pg. 13