COMPUTER SOFTWARE FOR CLEARWATER POLICE DEPARTMENT
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On Target Performance Systems, LLP
Specializing in Organizational Development Software Solutions
6522 Tim Tam Trail Tallahassee, FL 32308 Phone: (850) 877-9108 Fax: (850) 386-8320 E-mail: dpanlel@aol.com
CONTRACT AND LICENSE AGREEMENT
on Target Performance Systems LLP, a Florida Corporation, hereinafter referred to as
"Licensor" has developed and is the owner of certain computer software hereinafter referred to
as "the software" and in as much as the Clearwater Police Department, hereinafter referred to
as the "Licensee" wishes to obtain a license from Licensor to use the software, and Licensor is
willing to make said software available to Licensee, now, therefor, in consideration of mutual
covenants hereinafter contained and of other good and valuable consideration the parties do
mutually agree as follows:
1. Licensor hereby licenses and empowers Licensee subject to the provisions of this Agreement
to use the following described software on the computers described herein: all PCs and! or
workstations residing within the offices of the Licensee. It is expressly understood and agreed
that the use of the software by Licensee on any computer/terminal/workstation other than the one
described herein constitutes a violation of this agreement.
EQUIPMENT DESCRIPTION: A LAN/PC-based server utilizing the Windows operating
system, and various PC-based workstations and printers attached thereto and located at the
Licensee's offices/premises.
SOFTWARE DESCRIPTION: Performance Management Plus™ is a Windows based
software program designed to generate performance appraisal data and documentation. The
software includes a database oflaw enforcement/corrections job positions, tasks, proficiencies,
policies, and standards of performance.
All rights to the software not expressly granted to Licensee by this Agreement are retained by
Licensor.
2. FEES:
2.1 Site License
Licensee agrees to pay Licensor seven thousand dollars ($7,000) for a site license of the
software. Site license allows the Licensee to utilize the software on all compatible computers,
terminals, or workstations located on or in the Licensee's premises.
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2.2 Technical Support
Licensee agrees to pay the Licensor an annual technical support fee of two thousand dollars
($2000) In the event of an increase in the current technical support fee, the Licensor agrees to
notify Licensee in writing at least 90 days prior to the beginning of the Licensee's next fiscal year.
The agreement will be automatically renewed each subsequent fiscal year unless Licensee notifies
Licensor in writing at least 90 days prior to the beginning of the Licensee's next fiscal year.
Monies paid for technical support permit the Licensee to designate a maximum of3 employees of
the Licensor to call Licensee technical support personnel. The technical support covers only
software related problems as determined by the Licensor. Technical support includes telephonic
support by Licensor from 9AM to 5AM Monday to Friday with same day call back ifpossible,
next day guaranteed. The Licensee will not be charged any monies or fee for problems not
resolved via telephonic support and requiring on-site visitation by Licensor personnel, unless
determined by Licensor that such problems are not software related. Any technical support
provided, but determined to be unrelated to the software will be charged at the hourly rate of$75
per hour plus expenses if incurred. This technical support fee includes software version updates
to be provided to the licensee at no charge when they are available and ready for installation
(paragraph 5).
2.3 Operator Training
Licensee agrees to pay Licensor for all operator training. These fees are billed weekly and include
expenses and the current hourly charge. The fee structure for training is as follows:
Per day training charge:
Per diem:
Travel:
Supervisor class materials:
$1000/day
$75/day if overnight is required
$300/trip
$5.00/supervisor
The number of supervisors per class is limited to 20 maximum. The duration of the class is 4
hours. Licensee arranges training site and assumes any rental charges for the location and/or
equipment.
2.4 Programming and Consulting
The licensee agrees to pay the licensor for any additional modifications to the software and for
any requested consulting work. Programming will be charged at the rate of $50/hour for any
requested software modifications, consulting fees will be charged at the rate of $100/hour for any
requested consultations(ie. task and position editing/validation).
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On Target Performance Systems, LLP
Specializing in Organizational Development Software Solutions
6522 Tim Tam Trail Tallahassee, FL 32308 Phone: (850) 8n.9108 Fax: (850) 386-8320 E-mail: dpantel@aolcom
3. Licensee understands and agrees that a license to use the software and the amounts paid to
the licensor pursuant to this Agreement are not intended to and do not fully reimburse Licensor
for the full expense of developing the software and Licensee agrees that payment of any amounts
pursuant to this Agreement confers upon the Licensee a non-exclusive license to use the software
subject to the Licensor's proprietary rights to the same. Such license does not include the right to
reproduce, publish, transfer, or license any part of the software. Licensor expressly reserves and
Licensee expressly consents that the entire right and title to the software is and shall remain in
Licensor and Licensor has the exclusive right to protect copyright or otherwise, to reproduce,
publish, transfer, sell and distribute the software to any other customer. The Licensee agrees that
any additions, deletions, or modifications made by the Licensee to the database included in the
delivered software remains the exclusive property of the Licensor and the Licensee agrees to
furnish the Licensor with a copy on disc of said modified database upon request of the Licensor.
In the event Licensee should reproduce, publish, transfer, or license this software or parts of it to
or for the benefit of any other person or entity, or in the event Licensee should use the software
on any computer or workstation other than the one described herein, this license and the rights
conferred upon Licensee hereunder shall immediately terminate and Licensee agrees to be liable in
damages to Licensor for the software or any portion of it which is reproduced, published,
transferred, sold, distributed or used in violation of this Agreement.
4. Licensor believes the software being furnished hereunder is accurate and reliable and Licensor
is responsible for correcting any program errors in the original software. It is expressly mutually
understood and agreed that amounts paid to Licensor pursuant to this Agreement do not include
payment for any assumption of risk by Licensor and Licensor does not hereby accept any financial
or other responsibility for any consequences arising out of the use of the software by the Licensee.
The provisions of this paragraph apply not only to the software specifically described herein but
also to any further material or modifications furnished by Licensor to Licensee.
5. Licensor recognizes that the software will be improved, appended, or upgraded from time to
time and declares that it is the Licensor's intention to update the software described herein as
these updates become available. Licensor reserves the right, however, to exclude any updates to
the software ifin Licensor's discretion it is deemed not to be feasible. Licensor recognizes that
some future state mandated modifications might arise and that those mandated changes are
intended to be incorporated into the software by Licensor, however, if it is determined that these
modifications are extensive it might be necessary to charge some additional amount to be agreed
upon at such time. Version updates will be provided to the licensee at no charge. Except as
stated herein, Licensor makes no agreement or commitment, expressed, or implied, relative to
updating the software.
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On Target Performance Systems, LLP
Specializing in Organizational Development Software Solutions
6522 Tim Tam Trail Tallahassee, FL 32308 Phone: (850) 877-9108 Fax: (850) 386-8320 E-mail: dpantel@ao!.com
6. Licensee understands and specifically agrees that the software is intended for use only with the
equipment described in paragraph I and further understands that the software is not necessarily
compatible with any equipment other than described herein. Licensor makes no representation or
warranty of any sort that the software will be compatible for use with any equipment other than
that described herein. It is mutually understood and agreed that Licensor makes no representation
of any kind whatsoever relative to the proper functioning of the equipment with which the
software is to be used, and that Licensor has no responsibility or liability of any kind whatsoever
for the proper operation of said equipment.
7. Except as provided herein, there ar no other warranties, expressed or implied, including but
not limited to, any implied warranties of merchantability of fitness for any particular purpose.
This Agreement sets forth the entire understanding of the parties hereto and supersedes all other
oral or written representations. In no event shall Licensor be liable for any consequential,
incidental, indirect, or special damages of any kind upon the breach of any obligation in or arising
out of this Agreement.
8. Licensee understands and specifically agrees that they will protect and safeguard the software
from unauthorized use by any party and in the event that any other party has access to the
software that no portion, or any media, by any means, will leave Licensee's premises.
9. Licensor agrees to provide Licensee with the software source code. The software source code
may be utlized by Licensee only to correct any malfunctions that the Licensor cannot resolve or if
the Licensor is no longer in business and therefore cannot resolve any found software
malfunctions.
10. The counterpart of this contract held by Licensor shall be considered the original and shall be
the binding agreement in case of a variance in any particular between it and any other signed copy.
one
'1/~~/97
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Ac epted by Licensor - David Pantel, Ph.D; President
On Target Performance Systems LLP
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Attest:
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ADDENDUM
A. Paragraph 2.1: The license fee for upgrade to Client/Server will be an additional $2600
B. Paragraph 2.2: The technical support fee for Client/Server version will be $2500 annually
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