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LICENSE AGREEMENT, SUPPLEMENT, SOFTWARE ESCROW ADDENDUM, AND SERVICE SUPPLEMENT_. � .. � : • � TEcl��volo ��s fNC. � �� G IJCENSE AC�REEMENT LICENSE AGREEWIEN� by and bet�nreen SFG Technolcgiss (U.S.) Inc. ("SFG"), having offlces at 990 Hammond Drive, S 360, Atlanta, GA 3d328 anc�the City of Clearwa�er FL ("Customer"), having o�ces at i00 3. Myrtle Ave, Clearwater, FL is made and entered into as of the �Nday: ofG��19�8. 1. LICENSE. 1.1, For each Program listed on a Suppiement, SFG grants to Customer a perpetual, non-exclusive, nan-transferable license ta Use and altow ita AffiIlates (for so lortg as they are Affiliates) to Use, the Program solely for its and ita AffNi�tes intemal putposes on the Hardware and pperating �rstea� SoRwere.at.thBSite. in.fhis.AgtaBn]�[lt,.(81..":Q44SL�e�t�ttorl" means user guides, operating manusis, and speeifications, whether in print or machine readable n'�ed1a� i� effe'd as of the date of shipment, (b) • •Use" means to load, execute, employ, uUlize, store or display the? Prograim� (c) "AffiAates" means arry errtity controUing. controlled b�� or under common controlv�ith C�stomer, and (d) "Seroer" means one or more interconneded compute� hardware systema conflgurod to run the Program(s). Customer shaA ensure that its Affiliates comply with the terms of this Agreement and wlil be liable for any breach by any Afftliate. Customer may,'delegate authoriry to execute Suppiements to any Affiliate. 1,2. The Program may bQ transferred temporarily to a backup computer. The program •may also be transferced to computer hardware or used with an operetfng syatem, other. than the specified Hardware or Operati�g System Soflware, subjed to SFG's transfer policies and fees then ln effect �Cuatomer may make a teasonable ,number of copjes ,of the Prograriy exdusively for testing� disaster reccvery� inactive tinck,up or archival purposes. Copyt�9 or Use af the Prcgram or pocumenia�ion • other than as expressly autho�ized by this Agreement ia not permitted. 1.3 As soon as practicable after signing the•• EtgreerneM but not later than specifled in the Statement of Wodc, SFG shall deliver the Program and Documerrtatlon to the Site. One (1) copY of each Program per Server and' one (1) copy af Documentation shall be delive�red to Customer. Customer may make and Use additianai copies of Programs and machine teadable Documentation for tMe number of users specified on the applicable Supplement 2. SUPPORT AND MAINTENANCE. • 2.1. Maintenance entiUes Customer to have access to SFG's electronic support fadlitles and to receive federal tax and reg�latory updat�s' and aJ! error correctioo releases and/or perfor�r►ance ert�ncem�nt releases of the progtams not sepsrately markefed by SFCti.' The license. QraMed to Customer �der SeeGon 1 shall'eztetad'to each update, c�c�n and enhancement�release received from'SFG. Support e�Utles Cuatomers employees to� telephone SFG's Hetpline' and ta have axess to` SFG's efectronic suppoR facii'�les. 2.2. 5FG shali have no obl'�gation to Support or Maintain the Program for Use on any computer system other than the Hardware and OpieraEing Systern Software or in U1e eve�t Costomer modifies the Program or data g�,��d.by, �he Program.other than�,as provided in the Docurnentation. SFG shati.use commercialy reasonable efforts to modify any versio� of the Pr`ogram to iun with new versions or releases of the Operating Systern Software or Hardware. If Customer purchases Malntenance from $FG for any Programs for Use on specific Ha�dware or in a specific netwo'rk, Customer must purchase Maintenance ftom SFG #or all func�icnally related Programs Iicensed from SFG for Use on such hardware or netwodc. �2.�. Upon completion of each major release of the Program(s) but not le�s oRen than annually, SFG shall deliver one copy of any SFG source code for the Program to City Clerk of Clearwater, Florida. After flve (5) 'years irom the date of this agreement, SFG may request a chang� in the escraw agent st no cost to custorr�er. Invoices fo� maintenance wiil indude the name and address of the then current escrow agent. So ., . long as Customer is current on maintenance and fs in compliance with the provision of its agreements with SFG, in the event SFG ceases to maintain the Program(s), Customer shati have a right to obtain access to such escrowed source code from the escrow agent � 3. �CiNFf13ENTIAI.ITY AND PRDPRfET�CRY RtGHTS. 3.1. To the extent allowed by FL. Public Records Law, each pa sfi�ail hold Confidential i►�formaiion of the other in confidence. "Confi ential Inforrnation" indudes. Without limitation, the Program(s) � a ail Documentation, and all methods or concepts utilized therein, p s ail information idernified by the diaclosing party as proprieta or , confidential. Ail Confidential Information shall remain the sole p rty of the disdosing party. Upon execution of a non-disclosuce agreement satisfadory to •SF(3, third parties may have access to Confic�ential information solely for the purpose of providing services to Cus%m�r.. Information wiil not be constdered to be Confidential Information ff(� available to the pubUc other than by a breach of this Agreement; (ii) riyhtfully received from a thircl party not in breach of any obligat�on of confidentiality; (fi� Mdepende�ly developed by a party without a to Confidential Infortna�oh of the othe� (iv) known to the recipient�the time of discloswre; (v) produoed in compliance with applicabie � taW or a court_order, provi �d ,the ,other ,party is gii►en notice and appor�umity to inter.vena; or (v�. i� dQes nat constttute a trade secret and more than five (5) years have elapaed from the date of disdcsure. ; 3.2. All Programs and Documentation, and any modificatiorts or copiss thereof, .are prop�ieta.ry and protected by copyright and/or trade secret law and na o�mership dghta �ro trdnsferred by this Agreemen�. All propcietary noticxs incorpora#ed in, markad on, or affixed to a Program oc other Confidential infortnation by SFG or its suppliers sh�li be duplicated by Customer on ali copies of sU or any part of the 'Program and shall not be -akered, removed or obliterated. Customer shall not reverse e�gineer, revense assemble or rev,erse compite any Progr�m or pa�t thereof. Cuatomer may modiy the Programs to the extent and in the manner described in the pocuinantation for the Program(s). � 3.3. If Customer has obtjgations under• l�w to �pake certain docu errts and records open to insp�dian by the pulilic, r�othing in this A t wiU. preyent campltar�ce with tlaat,�aw. HovKeveK . as Qrovided; i�'S, ction 3.2, Progcarais and Qocufieatatiori ahaU b,� coristdeted to be a trade secret and treated aa exempt from such disclosure. Customer wili notify SFG before makinp public any doeurtaent or infoRnation which„SF� has marked confidentlsl and/or•as prop�ietary, wfth the exception of this Licens� Agreemant and any Addenda and License Supplements thereto, giving SFG opportunity to 'oppose that release in a proper legal proceeding. , i . � 4. WARRANTY: . : . � 4.1 &FG 4+rarrants that io� those programs Ucensed to�customer n.the Liaense S�ppleme�t.will operate substantlally in contormance w�h the documentation for such .progcam..;for a perial of one (1) year � the dafe of completion of Acceptance Testing. SFG warrants the me ia on which the Program is delivered to be free of defects in ma4eria,l and workmanship for a pe�iod of ninety (90) calendar days foliowing the date of shipment 4.2. Customer's sole and exclusive remedies for breach of eithe�.of•the foregoing warranties shall be either replacement of the detective mate�ials or a refund of the license fee paid for the Program. Such remedies are available, only if SFG is notified within the applicable Warranty� Period and is provided a reasonable opportunity to cure such br�a�h. I 4.3. i NO O7HER WARRANTY, EXPRESS OR IMPLIED, IS MAD� WIT�i RESPECT TO THE PROGRAM, DOCUMENTATION OR SE�ti/ICES TO BE SUPPUED BY SFC3, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHAN"fABIL17Y OR FITNESS FOR A PARTICULAR PURPOSE. ' 'i 5. INFRINGEMENT INDEMNITY. SFG sha0 indemnify, defend, or,� at its optlon, settle any claim or suit agai�st Customer on the basis of infringement of any patent, trademark, cepy',�ight or trade secret by the Program or Use thereof and pay any final; judgment enteced against Customer on such issue in any such proceeding; provided 5FG has sole control of such defense and/or settlement and Customer promptly notifies SFG and gives SF(3 all related information known to Customer. If any paR of the Program is, or may�beeome, the subjest af any sucN proceeding,.SFC3.maK, and_in the everit of any adjudication that any part of e Program does ao infringe or if the licensing or Use of the Program or any paR thereof is enjoined,, SFG, shall, at ib expense and option, do one of the foilowing things: ,procure, for Customer the rfght to Uae the Program or the affected part thereofi replace the Program or affected part thereot with other suitable programs; madify the Progrartt or affeded paR thereaf to make it non- infringing; or if none of the faregoing remedks are commercially feas�ble, refund the aggregate payments paid by Customer for the ProQram or the affected, part thereof. less reasonable emortization for Use� SFG shall have no obligations under this 8edion 5 with respect to any daim to the extent it is based upon (� the Use of any version of the Program other than a current, unaltered celease of the Progrem, ff such infri 'ge�nent would have baen avoided by the Use oF a airrent, tma9tered rel�se;. fii) the combinatlon, operaUon, or, Use: ;ot ,thQ; ,l?rogram with softuirare' oa hacdwaro other. than as specified by SFC3, if such infir�ge�nent would hava been avoided in the. abaence of such .� c,�,�inatbn,; operation or Use; or {tAj •the,;Use of the. ProgK+m on' or tn connedion v+rith a� computer system other ttian "tFie'Hardware �and•the Operating System Softwaro. ?o' � L�MITATION OF LIABILITY. s,,,,, • . � . Except,as provided in Sedion �5, in the event of death or personai injury, and ; in tAe event,.�of, ;damage .to tangibl� • persongl. property, the, total liability, ff any, of SFG, including but not lirtmited to liability adsing out of, resu;ting from or in any way related ta Contract, tort, breaCh of wan�anty, irtfringement or otherv+rise, shall nof in any evsnt exceed the license fees paid; by Customer with respect to the affected Program. Neither SFG nor its licensors shali be tiabie for loss of prof�ts, or indirect, special, incidental,,oj,c,on5equentiald�mages. , , , „ . , ,. , i ' . � 7. GENERAL 7.1. ��1' 'J;-I�ifhe�tj�is /j�ce,e�nent nar�anX I.Icense hereunder..may be assigned (wh�the�r by �peradon oi� law cr oth�rwi3e) 6y` e1Zhe►r paAy without the :�$�°r;par�ty��s�,�rior.,�,'ttmrtc��sent "In;the eve�rt.that G`�stomer a�d/or ,o�e or�,mo� ,gi�a , if �ny,. �s reorgarti�ed such. that ttie Affilia4e(s) t andl rna p(,�rt+on,pf.'�he Cuskomar,Is no longer quaiffled tor 61se, Customer =�y tg�est assign�er}t, whl�,�shail nat be unreasonaby withheld. Any •,f��, fpa;,�dd�ia�n�a�. users•or,accnu�s; �hap,be peid to SFC�. 7.2. � From time to time, SF(3 may request Customer to provide a� certification to the.effect that actual .Use of the Program (s in compNance with the terms of tF1fs Agreement and any Supplement In add(tion, SFG may, upon reasonabie natice, perform an audit to detertnine comp8ance ,with,��hn.terro�„ f,�thl�Agc,eerr►,ar�t� If,the„hurnk�er of accounts, copies or iiaera is i�sun� fa be greaE�r thiari thet spaelfi�d in tlta Li�nso �up�l�menk �r kha eam@ui�r syata�m on wh#�ah Me P�r��r�m is In �se i .�tlx. .. - �a . , ' , j 'i :� differs from the Hardwar� and Operating System Softwate �,r%��:ified 'r?.� any Agreemant, SFO ahall have the right to charge Gustarn�r tlie applicabte current list prices therefora 7.3. On terminatian of any licerase gra�ted parsuant to tha Agreement, Gustomer shall cease Using the Program and Documentation, and Cu�tomer shal) certify in writing to SFG that atl copies of the Program ;�1JrD'oc�mentation, whether or not modified or incorporated into other ;..-.;,materiais, have bean destroyed or retumed to SFG. 7ermination of this , T�greement or any ►icense shall not relieve Customers obpgation to pay ,: h�l,iees, incurred►pdor to such termination and�shall, not limit either party . fra�apursuing: � other remedies available, to it. . Each , party's otiligations under Section 3 hereof shall survive termination of any license or this Agreement. 7.4: Each party's obligations under Sedion 3 heceof ar� of a�unique character and each agrees that any breach may result in irreparable and continutng da'nage to the other pacty fo� whkh there will be no adequate remedy in sla�ag�. 1[I .th@._9Y.S�t.Qf.�4ott a_breaehA the dama9�.P�Y will be entitled to inJunctiva ,relief and/or 8 d�cxee 'for spec�ic performanee and su�h fuRha�,relief;as{may be proper. .. 7.5. `t'his Agreem@nt is subject to actiy ���r, i�Qntal laws, or,ders or other reatrictions on the export of Prog�s'a[�l,re�at�ad infotmation �nd Documentation that may be imposed by gov�mmental�autho�ities. • ! i f�. •i... �.. . 7.6. If efther party materially breaches any of �ts i�i�gations hereunder and fails to remedy such breach (if such breach,.cap•be, femQdied) within thirty (30) days of written notice of such breach, the other party may terminate any license or this AgreemenL Waiver of any breach or condition of this Agreement shall not be deemed a waiv;es,p_f, any prfor or subseque►rt breach. No terms or conditions of this Agreement shall be heid to• be waived, �odified or deleted except by _a��,.iy�strument, in • writing; si�ed by ttae parties hereto. All such instrt#r�,qts shall be deliuered by o�temight delivery service o� certlfied mail, retum receipt reques#ed,.to the address.apeci�ed above.. Either party� may. c(�ange ita address by �providing notice in accordanCe with thia Secdon.,. 7.7. Any provlsion of this Agreement which is prohibRed by ,law or is unenforceable w,ill be ineffedive o�ly to the extent of such prAhibition or unenforceabifity without invalidaHn9 the remaining provisions hereof. 7.8. Subjed to the limitations hereln before expressed, �this Agreement �I� enure to the benefit of and be binding upon the parties and t.l�eir respective successors and assigns. 7.9. This Agreemant, together with SFG's responss to Customer's RFP along with the exhibits and addenda hereto, and .5upplements issued hereunder, cons�tute� the entire agreer�ent of - tf�Q ,.#�arties. and supersedes ;all previous and contemporaneous wmmunication, .repres,er►tatio�s,��nderstenclings or agteemenb r�lated. tQ�the; subjed matter heraof. This Agreement may ba modifisd ony in e wriUng signed by.,b,otttrpa�tiea. • C.�stomer� may issue a purchasq,o�Je�..in lisu of a Suppieinent; if conf�icmed by an S�G invaloa dr� ot�le,r S,F6. conflrming document . Pre-printed t�rms and cortditions�on or,:a�acJ,l�ed;to any such purchase order shali be of no force or effed. 10; t{iq� event. of inconsistencies or conflicts in the terms and conditions of .any poRions of the entire agreement the order cf p�fo�ity. shaN•pe; (f). this License Agreeme�t, (i� License Supplement(s) to this Agreemant and any addendums thereto, (iiiy Services Suppisment(s) � an��; as�ociated Stetement(s) of Work, when approved, and Change�Qrdets;(if any) and any adde�dums 'thereto, (iv) the Project Rlan when apprcved, (v) the Scope;Report when approved, and (vi) SFG's response,,;to�Customer's RFP {if any). : , , , . , �a . n . +" t ' , � . . , t� � v .'•j , � . (F� , r' . ���i , �� • , , . .. + .. �,,�. , '. ..�,. h.. ,. + 8. INDEMNITtES, INSURANCE, AND R£QUIRED LICENSES • 8:1 SFG agrees that it will at all times indemnify and •hold Customer, its offlcers and emplay�ees, hatmlesa and free and clear of any and a t liabil'iry �� arising from any ad, negligence, or omisslon on the pa�t of�S�F'G, its agents, servanta, employeea•and aubcontradcrs w�h re�pe to this Agreement and any of the terms, provisions and condi�ons th�f. In case any actlon, in court or proceed(ng before an administrative a ency, is brought against Customer or any of its officers, agents or emp?6qees for the failure, omission, or neglect of SF(3 to perfomi any of the co enants, acts, matters or thinga by thls Agreement undertaken, or fo'i��jLry ordamage caused by the alleged negiigence of SFG, its officers, a�ents or employees, SFG shalt indemnffy and save har�less Customgr��nd its officers, agents and employees from all losses, damages, costs, attomeys' fees, expenses, judgments or decrees arising out of such rie,�li�ent actlon. SFG shall tender the defense of any claim or act(on at law or in equity to SFG's insurer to defend. such claim or ac�tion without usst'or expense to Customer or its officers, agents and employees. SFG shail idefend, indemnify and �ave hannless Customer from and against any liabilfties, Gaims and causes of actfon for injury or death to•persona o� damage to property which Customer may incur o� suffer as a resuit of the apts, negligence, errors, omissions or wiliful miscondud on the part of SFG and its agents, employees, or contractors in the performance of this Agreement, within the term thereof and for any pe�fod wfthin the statute of IfrrSftations � beyond the tertn of this Agreement. Nothing contained in this Agreement shall create e contractual relationship with or a eause of action in jfavor of �-' a third party against either Customer or SFG. � � ' .�• i $,2 General- Before atarting worK and until acceptance of the work by Customer, SFG shall procuro and mainffiin insurance of the rypes and tc the limits specified'in paragra�ha�{1j�}flrough'j3) inclusive betow, and shall fumiah ce►tificatss of such covernge to Custome�. SFG shall require each of its subcontractars to procure'and malntain, yMil comptetion of the subcontractors wortc, insurance of types and to the Iimits specffied in �`' '� � paragraphs (1Y�fh�h+�3� Ihclusiva below. It shail be SFQ's responsibi8ry to ensure that all such su�Mradors comply with aii of the insurance ' requiroment�2C0�ained erein relating to such aubcontractors. . � , � .. _:� .. . . � , 8.3 Coveraae 'EXcept,�s otherwise stated, the amou�ts and types of insurance shall conform to the following minimum requirements: •• • .. .. ,� ,,., �; ''���`'' • 1.�VVo�ei�i6�nmpe�sation - coverage to apply to all employees for Statutory Limits in compliance with the applicable state and federal I�ws. In n add�ion, the policy must include: � • �� '� a�. � Employers Liability with a limit of $100,000 each acctdent and disease. •' � •�. s : . .. � • . , . , . r � ,�. � ; • . "�' `'b: �� fJ°of�e of CancellaUon and/or Restriction -� The policy must be endorsed, to provide' Customer with thirty (30) day55 notice of cancellation �' . . atid/o� restriction. � .. • • - , . b. � _ . ,. . �y's�r� n�,,. , . �. .,� • • • � � , ,�,� , a�, i. , . ��'�?^u�e: If�'ariy operations are to be undertaken oA or about navigable waters, covefage miist be induded�for'�e�f�r'S. C�ongshoremen�di�.Harbor Workers Ad and Jones Act.� . . . . . . . .. t• ''•° 2.•� �Commercial General Uability - Coverage must be afforcled on a form no more restrictNe than the latest ed�ion of the Comrnercial General �;, r-�,r+ � �ability Policy, on a� occuRence basis, filed'by the Insurance Sarvices Office and muat inGude: • •��'"- �' '� �^:.z� ,. ,. _ � ., � . � � � • ... v . .! . a. Minimum limits of S1,OOa,000 per occurrence combined single limit for Bodily Injury Liability and Property�Damage'L`iabifdy�.". " �• "i :;,•., .. .,. . . . .. , . . � >: . � � ..; �b. Promises and Operations . ,. . . " ' . • � . : . . � . _.. � , , • �: ` , %.'i�'_ ..,. . . �-' YY.Sa �i:s�. c. Independent Contractors . . ' . "°•,•". .s ';.. , , , � 1, , � � . . � . a . r:>���. � . � ''• d: Products and Compiated OperaUons - SFG shall maintain in force until at least three (3) years after completicin'of aU�sertiices�r'equir'ed'junder b�� � ' tliis i4greement, coverage for p�oducts and completed operations, including Broad Fortn Property Damaye. , � �; a ��.� . � . . , , .. . .. .. . � , , i '�r`'t< e3"Broad•F�rm Contractual Coverage applicable�tc thfs'spec'�'ic�Agreement, including.any hold Fiatmless and/or indemnificatYon' agr�men .� 'L+:. .,i,• ;,r.i: � ' • . : .�. , �. .�i,'.^•,r'r.� ;,... . .�r��.- (,: ; •. : , �•:f.' •'. ti� . . �� }�{. � ��Q '-1�• 'AddiEiohal Named Insured - Customer is to be"specf��atiyincluded as an additional�named lnsured (inGuding�Protl'u�,arttf`Comp��etdd •�� ��' ��� '�� �Operations) for the tiability of Gustomer i�esul�ng frort��operaUona perFormed by or on behaif of SFG in p�eiforma�ice of flils,p�greemenf: � S���s ���' '. insuran�e• tncluding that apptic�ble to Customer as an AddiUonal Named Insured shall appy on a primary basGs and any'�t�ier• insu�ande '- �� maiirt'alned`by Customer shall be in excess of and shall not contribute wRh SFO's insurence. SFG's insurance•ShaH•contain a sevi§�abllitji'of }"i�� '� inte�est provtsion, providing that, except with respect to the total limits of Itability, the insurance shall°applyto each�lns�r�(t iN•At�d�ional ��'� '�-� �'Named Insurad (n the same manner as if separate policies had been issued to each. • 1;: .. !".. n. :n, , . . . . . . , , . � .. • n�'F.� .: �':` Hotice �of•Cancellation and/or Restriction - The policy must be endorsed to provide Customer with thiKy (30) days �notice of cancellation :•.a r. .. �•'and/o��esttiction. � . 4�:•. :: . 3�13 . . . , . � . , ... ,�., .. . . _'•�sm. �•��•:$usiness Auto Policy•- Coverage must be afforded on a fotm no more restrictive than t'he latest ediEion' of tFie'6usin�ss,�4�2o=P�oiicji'fil�d�by the Insurance Services Office and must include: ' ' � � � � '' � • ':i•.•' , .. . , • , . , ,. , I, . a. Minimum Llmits of 31,000,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. � b. Ownad Vehic�es. � c. Hired and Non-Owned Vehicles. d. Notice of Cancellation and/or Restridion - The PoOcy must be endorsed to provide Customer with thirty (30) days notice of cancellation and/or restriction. e. Additiona� Namad Insured - Customer is to be specifically included as an additional named insured. SFG's' insurance inCluding�I that applicable to Customer as an Additional Named Insured shall apply on a primary basis and any other insurance mafntained by Custbmer shall be in excess of and shall not cnntr(bute with SFG's insurance. SFG`s insurance shall contain a s�verabflity of interesl, .�rovi§ic�:, providing that, except wfth respect to the total limits of liabiilty, the insurance shall apply to each Insured or Additional Named Insiited in tlic - same manner as if separate policies had been issued to each. 4. Certificates of Insurance - Certiflcates of insurance evidencing the insurance coverage specffied ln the previous paragraphs (1) through (3) ! inclusive shall be filed wkh Customer beforo work covered by this Agreement is begun. Tha required c;ertificatea of insurance not only st�all i name the rypes of policies prbvided, but also shall refer specifically to thts contrect and section and the above paragraphs in accordanca i with which insurance is beinp fumished, and shall state that such insuranca is required by such parapraphs of this contract. �If the Initlai insurance expi�es prio� to the completion of the work, renewai certificates of insurance and required copies of policies shatl be 'fumished thirty (30� days prlor to the date of their expiration. . ' 8.4 Required L(censea - SFG sha�l secure and take out all necessary licensea, certificates and permits ftorn any municipality or other public authoriry, �nrhich may be rsquired in connection with the work contemplated by this Agreement, or any part thereot, and shall give all notices req�iirod by any ;statuto, law, vrdin�nc;e, rule or regulatlon, Cuatomar shali notify SFG of any known requirementa. 9. C30V�l�NIIV�# LA1N ' This Agreem�nt shali be govern�d by tha laws of the State of Riorida. 10. �NDEPENDENT CONTRACTOWV�NDOR �The relationship of SFG to Cuatomer will be that of an independent contrador, ,�nd no p�incipaUagent or employer/empioyee relationship will be �created by this AgreamenG SFG ls an independent vendor and shati have no authority, expreased or implied, to act for or bied Customer by virtue iof anything containad in this Apreement. Nothing contained within the Agreement shali be deemed or construed by SF(3 or Customer or by any third party to create the relationahip of a partnership or a joint venture. SFC3 agmes that it, its agents, servants, employees, and subcontractora, are and at all times shall be deemed to be independent contractors, and �hall not, in any manner whatsoever, by their actions or deeds commit Customer to any obligation irrespective of the nature thereof, and shall not at any time or for any purpose be deemed employees of Customer., 11 12. 13. EClUAL EMpLdYM�NT OPPORTUNITY -' !SFC3 hereby agrees that in the h(ring of employees for the pe�formance of worlc under this Agreemont, it and its contraetora shall nat, by reason of !race, color, religion, sex, age, handicap, national origln or ancestry, discriminate against any citfzen of Flo�ida tn the empioyment of a person qualified•and available to perform the work to whieh the Agreement relates, and that no contractor or other person aeting on behalf of SFG shall, in any �ianner, discrimfnate agalnst, �ntimidate, or retaqete epainst any empioyee hired for the perfonnance of work undar this Agreement o� account of rsce, �olor, roligion, ne�c, ape, handicap, national origin or ancestry. ' . . WORK pRODUCT; OWNERSHIP O� DATA ~�: ;All documents and other wortc products prepared by SFG under this Agreement exclusively' for the use of Customer ahall be the propeRy �f Customer with the exception of SFC3 proprietary mate�ials, SFG shall be authorized to use ati reports, data, or other mate�tal prepared by: it ;for Custome� under this Agreement, but shall not disclose, nor permit disclosure of, any infortnation designated by Customer as confidendal, excepf to � ita employees and other consultants who need such infortnation in order to properly provide the services under this Agreement. SFG ahall not sell � or baRer eny documents or work products undor this Ayreement without the axpreased written consent of Customer. Data collected on tape or hard copy fortn, ffiupplted by Cuatomer� to be utllized by SFC3 tn the computer �ystem database contemplated herein, will remain property• of ' Customer, and no we wtll be made thereof boyond that Iisted tn the Agresmmnt without writtsn pertnission of Customer, which pertnission shall •not �, be unreasonab!y wtthheld. . � .. BOOKS AND RECORD$ . � ' Each party shall maintain fuli and complete books and records of its accounts evidencing and relating to charges and payments foc�any pcograms � and services delivered under this Apreement in accordance with generally accepted aacounting practicea. Such books and records shall be ! retainod purnue,nt fo the Flartda Public Records Laws by each p8rty and ahail at all reasonable Umas be available for audit and inspection during ; normal busineas hcurs by paRy or perty's desfQnated rcpresentative. Customer shaU provide to SFG a copy of the Fio�tda Publfc Record,s layrs and wtli noUry S�O af a�ny 6hanges thereto. , .. , . . ,. ,..c I IN WI7NESS WHEREOF, the parties her�to h�va aaus�d this Agreement to be duly ex�GUtad as of ths dat�, ae forth abovo. , . � ' �Ft3 T�CHtd�iL�G�i !N � . i. ' ' i� dY'% . y�.o..,.........o. , � . fl��t I �l�t; � , Ap�r�avet� aA ta farrv�: ��--�'�� �. �Jbhn Cet�e��r �l��f�!el1+: �it j �ttd!5t9y AI7Y O� 06 I�WA'1`�lt� I�t�A�lli�A '�...,.�.�... - - ..... sy, . Mieha�l �J, Pl�berlss �3il� I��n��#� ' ;t' , •• ,a . .. i....a� J Atkoft: , .� , � ,:�',� �;�`�,l .. :�,? ynthl� �. O�udeau ''1��? �il�r C�lerk r.•t' ;, :�q;• _..:�:�G . .. TEcl��v o � _ ��s . _� � �.. . . �- LICENSE SU(�PLEMENT ,•. • • � S� ., . This Supptement is made a part of the License Agreement dated as of� day o/r� 1998, by and between SFG Tear_hneleales Inc. f'tSFG":l arxi fhe Citv of Clearwater ("Customer). ./ ' SITE: The server portton of the Program(s) will be installed at City of Clearwater. SUPPORT AND MAiNTENANCE: For six (6) months from Acceptance Test compietion, except for Programs that are betng relicensed, Suppe�t for SFG Programs shaN be provided as a billabie activity described ia a Services Suppiement, and Maintenance is provided at no additional charge to the Customer. Thereafter, Customer, b rreM Su aintenance Fee, may.renew Support and Maintenance�so long as!SFG makes Support and Maintenance for the•Program(s) avaflable to its customers in gen ra and so long as Customer remai�s current on Support and Mainte�ance. �he Support and Maintenance Fee percentage calculation 20% crease for a pe�iod of five 5 from the date of tfiis agreement. Subsequent changes to Support a�d Maintenance Fees thereafter will confortn to the pr and Maintenance Fee charges as published in the SFG price guide. . PAYMENT TERMS: All fees shall be paid within Forty-five (45) days after the invoice date in accordance with tMe Florida Prompt Payment Laws. SFG shall pay all applicabie SFG shipping charges. Customer shall pay applicable tAxes, except for SFG's income and corporate franchisa taxes. Customer shall pay 10% of the Total Fees for SFG.Programs upon Customer's execution of this Supplement. Customer shall pay 30% of the Total Fees for SFG Programs upon delivery of the Program(s) by SFG. Customer shall pay 30% upon flrst Iive use of the program(s). Customer shal� pay the remainder of the Total Fees for SFG Programs upon completion of Acceptance Testing, but not later than the end of the Warranry period. The payGnent 5 of Licens� Fees for Third Party Programs, (if any), shall be 10% upon Custom@r's execution of this Suppiement and 90% upvn delivery and �,r�� pt8i�u� that fhird party programs work according to specffications when installed with SF(3's Program(s), Customer agrees to notNy SFG of any tis�act in�Cris� third party progrem within ten (10) working days of installation. The payment of Support and Mai�tenance fee, (if any), shall be 100% due upon delivery of the Program(s), All payments shall be in U.S. doilars. ACCEPTANCE TESTING: Customer shall have Fony-five (45) days from the date of first use in live operation (the initial testinc� period) to pe�arm reasonable tests to verity that there are no meterial deflciencies in the Program(s). In the event that a Program is found to contain mate�ial deflciencies, Customer shall notity SFG in writing, specifying the nature of the deflciencies. SFG shall have thirty (30) days to correct the deficiencfes. SFG shail notify Customer in wriNng, when the deflciencies have been cor�ected, and the pravisions of tfiis paragraph shall again apply. A Program shall bs deemed to be accepted upon the expiry of the initial testing period or of any npeat testing perfod, if no notice of a mate�al deflciency has bean deliv�red by Cuatomer to SFG durinp such period(s). 7he repeat testing pe�iod will be Forty-five (45) days or the remafnder af the teating peried, whiclaever is longer. If, aRer two retests, the Program is found to continue to possess material deflciencies, Customer may invoke the penalties provfiied in the Wamanty for the failins Program. � PROBLEM DIAGNOSI3: 50 long as Customer remains current on maintenance, SFG wlll provtde problem diagnosis for a Program and, where possible, will supply correctfons for problems that SFG diagnoaes as defects in the Program. Upon recefpt of notice from Customer of nonconformance between the Program and Documentatfon, SFG shall use reasonable efforts to conect or circumvent the problem. Any corredions to the Program will be made oniy to the most current, qenarally available release of the Program. SFG wtll perfortn these services in a ttmely manner conatstent with the urgency of the situation. The followiny general gufdelines will be followed: ' a) Severity 1: A criticat probiem has been encountered such that the Program is inoperable. SFG wfll respond immediately to diagnoss the problem. SFG and Customer personnel wfll work diligently and use aii roasonabie efforts to correct the problem. ' b) Severity 2: A problem has been encountared that does rtot prevent use of the Program, but both SFG and Customer agree that tho progr`am fs not operating eorreetly. SFG will diagnose the problem and advise Customer of a work-around as q'ufClcly as possiblm, and SFCi will correet the probtem in a subsequent release. Customer may request SFG to provida a patch to the Program outside the normal release and quaiity aaaurance proceasas. c) Severity 3: A minor problem haa baen encountered. The Proflram is usable but could be improved by correction ot a minor defed or usabilfty enhancement. SFG will aseess th�a problam and, depending on priorities, schedule a ffx in a subsequent release, advise Customer that this will not bo corrected, or offer this change to Customer as a chargeabla modification. � GEOGRAPHIC TERRITORIES: Usa of the Programs licensed hensunder shall not axtend beyond tha boundarie� of the United 5tatas and Canada. GOVERNING LAW: The Agreernent ahall be povemed by and constr'ued under the laws of the Finrida. HOU�3 OF SUPPORt: 3uppert will be provided seven days a week, twenty fours haurs per day. SFG offers other hours of support which rcquire payment of a differoM fem rate. THIRD PARN PRODUCTS: The Use of any thirti-party product delivered to Customer by SFG that is not tn a sbaled padcaye containing a'shrtnk wrap" licanse shail ba govemed by the tertna of the License Agreement. The Use of any third-party product deiivered to Customer by SFO in a sealed packago. containing a'shri�k wrap' Ifcense shall be govemed by the terms of !he Iicense agreement contained within ths sealsd packape. Notwkhatandin9 any terrn: and conditiona iet forth in the Lfcenss Agreemont, SFCi shall have no rasponsibility for such Programs, end all probiern reaolutton and support for auch Programa shall be obtained by Customer from the appticable vendor. Unless specitfed otherwise herctn, Customer5 Use of any third-party pfoduct ie intended to be nm-time and is not a fulMuse license. USE OF DATABASE: The ombedded development and run-time version of the Database, if any, is limited to Use with, and modification of. Iicensed SFG �Programs and tools only. Customer'a rtght to Use the embedded development and run-time version of the Database is limitad to Use in conjunction with licenaed SF(3 Programs, unless Use is required for purposes of systems admfnistration. In the event Customer desires to Use the Database for any other purpose, Customer ahall obtain a full-usa licens�. ACCOUNTS AND SERVICES DEFINEDs Tho tertn "Accounts" applies only to Programs which are part of the Utflity Manag�ment System. For purposea of this Supplement, 'AxoutKs" shall m�an each bitling unit as datermined by Customer. Wse oi the Programs is authorized for the accountg usinp .tho followfnp typ�es of servicea: Water, Sawer, �as, 5otid Wast�e, Propane, Stormwater. USER3 bEFINED: F'or purposes'ofi this Supplement, unless specified as "Named Use�", users shall be the number of users aliowed to Usa the Program(s) concurrently. • i TERM AND TERMINATION: 7his Supplement shail be effective from the date set forth above. For clarity, unless specified othe�rise herein, the license grantad tor the Program(s) wiil be perpetual, unless tartninated ea�lier as provided In tha Llcense Agroet�tent or this Supplement. If either SFG or the� Customer esases to conduct busines� (n the notmal course, becomea insolvsnt; mekes a general assignment for the benefit of creditors, sutfers or permits the appointment of a rer,eiver for its busfn�ss ot assats or avails itaelf of or beccmes subjed to any proeeeding under the bankruptcy or insolviency Iaws, or any othar laws rslatfng ta insolvency or the protection of rights of credttors of any jurisdiction, then, at the option of the other party and on five (S) days prior wrttten notic�, ths licer�se gr�ntmd by thfs 8upplement w(N tertninmte. � Payment of and Support and Maintenance Fee: Six (6) months after the completion of Acceptancs Testtnp, the Customer will be billed by SFG for the Suppon and Ms�intenance fee in 8dvance forthe • fcallowing tweivo (12) months. The Customer shall roimburse SFG for those charQes in twalve (12) equai monthly payments. , Fsilure to make e� �equited paym�nt within ninety (9A) days would cause thG MII balance for that year to become dUe. Rsmaining years of the agroement would cantinue on a monthiy payment schadule with the same ninety (80) dey payment requirament as statsd abova. Support and Maintenance fees have been calculated �t 20% based on the number of accounts as of the date of the Agreemani at the r�te deflned in the Lltense fee. The account numb�rs used for calculatiorts are 25,700 for water sewer, stormwater, and aolid waste and 13,300 for�as and propane. SFG rants the right to use the Proflrams for up to 80,000 accounts in all the named aeNices without an increase in the License fee. How�ver, the Custo�+'�er wlll pay to SF� any inoreaam•in Support and Maintenance fae associated with the increase in th� numbmr of occounts trom th� �5,700 and 186�0+� n�med e�a�ante rospd�irelx� BFt� muy pert�mt �n eddlE ef ie► ewn c�st nnd eupenas of tho nbmber et aeam�nt� Me de�r'ned eppropH6Ee� � �� '.' �,QefrnitY,la � Matarial Deficiency: A material deficiency is a condition in which the Program(s) will not perform in accorda�ca with the documentation, �° �nd as such the Customer is unabte to pertorm a part(cular job task that is considered a critical operation v�hich is mutually agreed upon by both pertias: '. License,Option: SFG grants to Customer the option of licensing the Financial applications (MMIS) marketed by SFG to Customer-for a period o two (2) years from the date of this Addendum, at no cost to Customer. Professional services to implement the Flnanclal applicat(ons will be contract on a time and mate�ial basis as agreed to between SFG and Customer. IN WITNESS WHEREOF, the parties hereto have caused this Suppiement to be duly executed as of as of the date set forth above. SEG TECHNOLOG , I . � � By: Bruce Elliott, EO Rii"a Garvey Mayor-Commissioner Approved as to form: � John Carassas Assistant CIty Attomey CITY OF CL RWATER, FLORIDA By: Micbael J. Roberto City Manager Attest ,� ' � 7 ��%i:%�d%�I ��/ Cyn hia E. Goudeau /�" City CIeA( u , +� , , !' � �S;FG TECI�NoIo i.ES INC. � � G SOFfWARE ESCROW AEICIENCIUM TO TIiE L1�CENSE SUPPI.EMENT � This Software Escrow Supplement Is made part of the License Suppiement dated as of the day of .'1998, by and� between SFG Technologies (US) Inc. ("SFO"), having offices at 990 Hammond Drive, Suite 360� Atlanta, Georgia 30328 and City of Clearwater, L("CustomeP'), having offices at 100 S. Mrytle Ave., Clearwater, FL 33756, is made and entered into as the c;�,��,Hday of �1998. . ' P�t��M��.l� , WMI�1l�Ai,�l: a) �RO owns or hes the rlght to Ilcensa osrtal'n Sofinrare ("Programs"); and b) SFC3 provides aoftware escrow services ("Escrow 5enrices'�,to its Iicansees tn addition to those specified in the License Suppl�meni, and Is willing to provide such aervices to Customer on the tertns and conditions apecified in this Addendum; and c) Cuatom�sr haa 1lcensed the Software ("Proprams") speci�ed fn the Licen�e Supplement; and d) The initial Support and Maintenance period specified in the Ucense Supplement has not expired or the Customer has made timely renewal paymsnb; , THEREFORE 1n oonsidanUon of the premis�s and of the mutual coVenants hsnin sat forth, the parties agrea a� follows: , SECTION 1: PFiOGRAMS Programs means the current veralon of the Pragram(s) Ucensed by SFC3 to Customer in the License Suppl�ment and any subsequant releases or update� r�f the Proprama'which may be supplisd from time to tim� to Customer by SF6. 5EC710N 2: �SCROW 8ERVICES ��y Escrow Servtces wili comrtlenes on th� date of axecution of this addendum and wtll aonUnue as long as the Customer is cover�d by Suppo�t and Maintenance and has paid the Escrow Fees. Escrow Services will terminate automattcalfy upon the termination of the Ucense Agreement, upon non- payment of Support and Maintenance fees, or upon non-payment of Escrow 3ervices feea. Source Escrow Ootion: So long as Customer mainta(ns Support and Maintenance in good standing, SF(3 witl deliver to Customer, on the events specified below, a sealed package contafning a copy of the Program's sour� code on SFG supported electronic medium in the format and system environment used by SFG and Customer in its own operation to generate obJect code, together with a copy of the exisU�g systems docurnentation developed for the Programs and the speciflcations for the operating environment and software tools required to make eifective use of the source materials. This package witl hereafter be referred to as the "Eacrow Materials". Deliverv of Escrow .Materials: An Initial delivery of the Escrow Mate�fals will be shipped within ten (10) deys of the date of this Agreement.. Subsequently, the existing Escrow Materiais wlll be exchanged for a replacement set comprising the then-current sourcs and docurnentation simultaneously with the shipment of a new reiease of the Programs. An update contai�ing material changea or modificatfons, inGuding any soflw�re developed in the course of a project which modifies or enhances tha software in use at Customer, wiil bs daliversd as a supplem�nt to the Escrow Materisls upon thu roquest of Customor. Fvent of Defauik An "�v�nt of Defauif" m�ans the occurrence of any one or moro of thm following: a} 8F0 ia unwfliing ar unable to complete modiflcations to the programs which are required to s�llow Gustomer to comply with regulatory or legal requin+msnt� wh(oh ars beycnd ths control of Cuatom�r, or • b) 3FA tmkes advanhge of ths ineolvenay law� of any Jurisdiction; or c) SFC3 m�kes an a�si�nment in bankruptcy or fs adJudicgted as bankrupt; or d) 8FG make� a peneral assignment for the benefit of its croditora; or � e) 5FG hes a receiver, mdministrator or manager of itt prope►'ty, �ssets or undertakinps appointed in such circumstances as would adva�sely affect the cantinuinp ue�e by ��stam�r �f ths 8oftw�re spac(fied in the Lieene�t 3upplem�nt; or 1� 3�C� i� arcl�retl by any �au�t ar competsnt juriadlcElcn to be wout�d up; or 9) ��'� b�c�rrt�a �t�A�le�ant; ar • h� ��f� �n�$a daln� bd�ln��� i�� e qeln� ee�9+�r?�� , ' . t�otice. �,c�efault; If Customer determines that an Event of Default has occurred, written not�cation of the Event of Defauit with full particulars (the �'Notice of Default") will be delivered to SFG. In the event SFG is in defauit, SFG shall have thirry (30) days from the date of the mailing of such notice (the "Notice Period") in which to exercise its rights as set out below under Release to Customer. . , Release to C{�,�tomer: Upon the occuFrence of an Event of Default and failure by SFG to remedy, the Escrow Materials currently in Cu omer's possession will be released from the escrow restrictions forthwith and Customer may use the material for the purposes described below. t icP of Sourcp Gode Restrkted: After release of the Esccow Materials to Castomer, Customer may use the source code and dxumentation in th� same manner in which Customer is pennitted to use the object code of the Programs as specified in the License, with the additional license to rnotl'rfy the sou�ce code and �nvert it to executable object code. In pa�ticular, without restricting the generality of the foregoing, release of the Escrow Mhterials does not alter the property rights in the Programs. � . i Verification of Escrow Materials: Customer is entitied, as often as�considered necessary and at its sole expense, to verify that the Escrow Materials or any'repiacement Escrow Materials in its possession are compiete, accuratety reflect the most current ve�sion of the source code of the Programs cunently used by Customer, incorporate all changes made to the Prog�ams or the source code thereof from the previous time the Escrow Materiais were delivered under this Addendum and contain no passwords or other devices that would prevent or prohibtt the use of the Escrow Mate�ials at any time. SFG is entitled to receive notice from Customer of the date, time and location of any such verification at least 10 days prior to that date and to be present while the verifications are being made. Customer 1s entftted to carry out such tests and procedures on the Escrow Maferials as it may consider necessary to properly make those verifications. Warranties of SFG: Provided Custome� maintains Support and Maintenance in good standing, SFG wili, to the extent that it is still supplying such services to other customers, warr�nt that the Escrou� Materials and replacement Escrow Materials delivered under this Addendum will: ; a) be complete; and • � � b) accurately reflect the most cunent version of the source code of the Programs used by Customer, and c) . incorporate all changes made to the Programs or the source code thereof from the previous time the Escrow Materials were delivered to C ustomer under this Addendum; and d) contain no passwords or other devices that would prevent or prohibit the use of the Escrow Materials at any time. Warranties of Customer. Customer warrants that the Escrow Materials and replacement Escrow Materials delivered under this Addendum will: a) be proteded and secured ftom unauthorized access; and b) not used in any manner to modify or enhance the Programs. Termination of Source Escrow: At Customers option, the Source Escrow arrangement may be terminated by providing notice in writing.to SFG at least thirty (30) days prior to an annual Escrow Services renewal date. Upon termination, Customer will retum the Escrow Materials to SFG. SECTION 3: TERMINATION AND DEFAULT Termination bv Ekher Partr For Failure To PerForm: This Addendum may be terminated by eithe� party if the other fails to perForm or comply with any provision of this Addendum or a�y other agreement or aupplement related to the Programs, provided that a party intending to terminate under this provision will provide written notice of the applicable default to the defauRing party, and termination based thereon will oniy be effected if the defaulting party fails to rectify the speafied defauft within thirty (30) days after receipt of such notice. Default bv SFG: In the event SFG is in default of its obligations under this Addendum, including, without limitation, its obligation to deliver the Escrow Materiais pursuant to Section 2, and such default has not been remedied as provided above, Customer may terminate this Addendum. SFG speciflcaily acknowledges and agrees that Customer would suffer hardship if it is prevented access to Escrow Materials upon the oxurrence of an Event of Default under this Addendum. Customers right to injunctive relief' shall be in add�ion to such other rights it may have at law, in equity (including specific performance) and under this Addendum. Defau It by Customer. In the event Customer is in default of its obiigations under this Addendum, including, without fimitation, its obligation to refrain from modifying SFG Programs in any manner using the Escrow Materials, and such default has not been remedied as provided above, SFG may � terminate this Addendum. Customer specifically adcnowledges and agrees that SFG could suffer damages if it allows unauthorized access to Escrow Materials. SFG's �ight to injunctive relief shall be in addition to such other rights it may have at law, in equity (inGuding speafic performance) and under this Addendum. � 9 IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly executed as of the date set forth above. SFG TECHNQLOGIE , � By. gruc� EI11ott, CEO Meyor-Commissioncr ( J V Approved as to fartn: . � � c �, John Caraaaas Aasistant Git� Attomay CITY OF CL ARWATER, F1.ORIDA 1 �Y: . ichael J. Roberto City Man�gvr AC�cat: ! Cynthia E�. G�o�udeau �� �� Giry Cl�rk la . �FG TEC��vo o� r�s fn�c. G ,;1,,'•. S.;: � � SERVICE SUPPLEMENT This Supplemeni is made a part of the License Agreement dated as of ��7day of 1998 by and between SFG .°SFC3" and Ci of Clearwate� ("Customer). G�� Technologies (U.S.) Inc ( ) �Y SFG-Utility Managemertt System Systems Administration Train The Trainer Foliow Up Training T07ALS RREP DAYS OF � NO. OF TRAIIdING TRAINEES 25 $ 28;750 EDUCATION: SFG shatl provide or cause to be provided the educaUon courses, including any materiais (collectively referred to as "Education Materiais'�, IisEed above• �ustor►�er agrees that the Education Materials have tangible value, contain valuable trade secrets, copyrights and confidential and prop�ietary informaUon of SFG or of any named'third party. ; Installation of SFG Util'ity Management System and related SFG and 3nd Party products, first client and single server components. (5 days) . TOTALS $ 5; $ ' S,750 INSTALLATION: The Program(s) is deemed to be installed, when the Pro�ram has been loaded onto the system hardware and is tumed over to Customer as ready for tesBng and implementation, or as provided in the Statement of Work, whichever comes first Unless othervvise provided ;i� the Statement of Wock, SFG is responsible io� the flrst installation anci C�stomer is responaible for each installation.thereajter, along with file an� data conversion, changes in systema adminlstration or operational procedurea, changes in operating system aetup and user access, changes iri user procedures, changes in intemal support and cutover to operational use. � : Off-Site Impiementation, Acceptance & Cutover Suppor.t $ 20,�00 TOTALS � $ 20,000 SUPPORT: Customer wtll direct ali support cails to the ProJad Manager, Techelcal SpeciaHst and/or AppFicatiori Consultant assigned to Customer, otherwise following the procedures ouUined ln tl�e. License Supplement Each incident dur�g this time will be sharged by the number of hours �of a day required to resoNe the �ssue. In the cvent that a Severity 1 proble'n a�urs and none of the abovementioned projed personnet are available, Customer may telephone the SFG Helpline. The fees for Support services are summarized above. Ailowance for Modifications*: 300 hours at $100 per hour * Listing of modifications to be determined. $ 30,000 TO.�� $_� � 11 MODIFICA710N5: After carefully reviewing the requirements of Custoiner, SFG wfll prepare an estimate of the cost necessary to provide tr�ei additia��l, functtonality requira�d by Customer, The Ii6tinp of modificatlona to be provided Is to be dmt�rmined, ° Project Management, Application Consulting, and Technical Consulting activities to complete deliverables as $ 29Q,500 described in the Statement of Work. TOTALS � $ 290,500 STATEMENT OF WORK: The Statement of Work shall be mutually agreed upon by both parties and shall include all the serv(ces tfiat are available, includ3r� the fees f.or those servio�s Jisted in the 5tateme�nt of WorCc and in this ServFce Suppiemertt. No changes or revisions to th.e Statement of Work or obfigation for payment of additional fees wili be made except in writing. SFG will perform all servicea in a manner and according to the atandards observed by a competent practitioner of the profession in wJtich SFG is engaged. All deliverables will be prepared in a workma�like manner and will conform to the standards of quality nomrally observed by aperson in SFG's professi�n. � � GRAND 70TAL � $345,000 (servs) 1 � � 1' $30,000 (mods) I FEES FOR SERVICES: The basis of the fees for services prov(ded under this Supplement are defined i� the Service Category and Rates table in the Statement of WoAc, unless specified elsewhere in this supplement or the Statement of Work. Fees are normaliy Guoted for a normal work day. If less than.a day of work is performed, billing wiil be prorated based on the number of hours. FORCE MAJEURE: Nefther party wfll be responslble for any failuro to perfortn hereunder due to unforeseen circumstances or due to causes beyond the non-perfortning •party's reasonable control, inGuding, without Itmiting tha generality of the foregoing, acts of God, war; riot, embargoes, acts of govemment, c�tastrophe, fire, flood, accidents, strikes, shonages of transportation, fuel, enerqy, labor or materiai acts of a pubiic enomy. FAClLITIES AND Et1UIPMENT: Customer wilt provide SFG tha following documents, eccess, faciBties, services and site-information : a) Access to files and documents which are a product of the system to be replaced or generated by the Program(a). • b) Information relative to Cuatomera hardware and software on which the Program must run or with which the Program must (nteract. c) Acceas to Customer's computer factlittes, related software, work areas and equipment at times and on days approved by Customer. Customer agreea to enable SFC> remote access to Customer's system for the purposes of problem diagnosis and fite transfer. d) Personnei, facilities, equipment and time for training, installation and other setvices to be perfoRned by SF(3. e) Onpoing access to the system via htgh speed modem (28.8kbps or faster) to a PC running 32 bft version of PCAnywh�re or vfa an internet connection acceptable to SFC3. . � A representative with authority to approve the plans and deliverables described in fhe Statement of Work. ' PAYMENT TERMS: All fees shall be paid within forty-five (45) days after recelpt of invoice in accordance with the Florfda Prompt Payment Laws. SI=G shall pay all applicable SFO shipping charges. Customer shall pay applicable taxes, except for SFG's income and corporate franChtse taxea. In addition to the fees for services separdtely Itsted above, Customer shall �eimburse SFG for ali reasonable travel and living expenses and roproduction costs of handouts incurred by SFG in rendering all services. Ail travei will be in accordance with 5FG's published travel policy in force as of the date of this Agreement, which is incorporated by reference into this Agreemen� Travel and living expenses biiled to Customer shali not exceed S100,O00 total. Custorner shall relmburse SFG for all reasonable costa incurred (including reasonable attomays' fees) in 'coliecting past due amounts owed by Customer. F�es for Education Services are due upon pe�formanr.e. Fees for Installation Servfces are due upon installation. Fiftiy percent of the fees for Modifications shall be due upon authoriaation to procesed, thirty percent .of the fee for modification will be due upon delivery of the modification and twenty percant will be due upon the acceptance af the modification. Customar shall pay 10% of the total faes for services desc�ibed in the Services Supplement upon Customer's execution of this Supplement Customer shall pay for the actual services requested and provided cons(stent with the agreed upon Statement of Work or as part of Support, but in no ev�ntto exceed $345,000: All payments shail be in U.S. Currency. Year 200,0. Projec� Customer shali be protected by SFG from bearing the cost of modifying the existing NCC utility billing system to incorporate Year 2000 changes. If the proJect completion date of October 15, 1999 i� in jeopardy, Customer may notify SFC3 in writing to request these chanQes. SFG w(II at ��that time begi� the process of rrodifying the NCC utility billing system to ensure that it is Year 2000 compilanf, and wiil assist in the implementation into the Customer's production environment no later than six (6) months after the date requested or October 15, 1999, which ever is sooner. SFG will insuro that the year �000 changes are workfng (n Customera production environment according to all epecifications. Ih the �vent that these Year 2000 chanQes �ra pursued, Customer ahall supply data, test scripts and personnel �quired to ensure that programa and databases hmve been accurately modifled. Should SFG not be willing or �ble to implement these Ysar 2000 changes to the NCC system, SFG will be ob�igated to pay whateVer charges are incurted by the Customer to sacure rasources for a Year 2000 remediatinn efloR. Personnel: SFG shall use bcst efforts to hire Mark Livingston to be ttain�d �s an Appl(cation Consultant to work primarily on Custome�s site. Mr. Ltving�ton shall then work from October 12, 19g8 untfi October 11, 1999 and SFC shall refmbursa City tor SO°h ef salary. �n Octpber 1,1998 he ahall b� r�l�f�eed to worfE on A futi•tima �ari� for tha 8ity of Clearweter� 1BR� ehali noE eubsequsnFly eoli�it emple�yment af �e!� empl��re�a � � :�pprowdl and Dismissal of Project Personnel: Customer shail retain the right to review the qualifications of all SFG personnel asslgned to provide services to Customer under terms, of this Agreement, and to r,efuse to accept any SFG empioyees proposed to or assigned to Customer for reasonable cause. Customer expreasly rese' es the right to revoke any prior aQprovai given by Custamer to the assignment of any SFG employee upon written notice to SFO praviding reasonable use. ,Availability of Funds � This Agreement is subject to and contingertt upon suffiaent funds being apptopriated, budgeted or otherw+se made avai� to Customer for pur,poses . of ineeting all or any portian of its obifgatlons hereunder. In the event sufficient funds are not appropriaited, budgeted or rnade avaitabie for Custbmer to meet its obliga�ons under this Ag�eement, Cuatomer may unilaterally terminate this Agreement by giving thirty (30) daya written notice to SFG, !; provided, however, that such non-appropriations shall not relieve Customers obligation to pay fees that have bee� inc��red. In the event of teRriination due to non-appropriation, Customer shali retum ali Programs, OoEUmentation and other materiaia provided to it by 3FG in performance of this Agreement, and SFC3 shall not be required to refund to Customefany amounts paid to SFG prior to terminafi%n� except as apedfically provided in this Agreement In all other �espects, Customer's obligatfo�s under tertrlination shatl be as set forth else�where intl�fs Agreer�oer►t Any obNgatiori for payment under the Agreement shali be made solely from appropriated funds. "SFC3 recognizes that �itiis Ag�eement is with the current Ciry Council, and is not the obligation of arrjr other City offidal, employee, or any other political subdivision or entity. , SFG's Travel Policy: General Airfdre . Colleague;s wili be reimbu�sed.for expenses incurred whiie traveGng on business for the, coratpany. Reimbufsement will be in accordance with the guidelines outlined in this document or, when the expense is to be reirasbur�ed by a customer, with those pcllpes of the ' customer which hava been estabUshed as controlling the reirrabursability of SFG e�cpenses. . All expenses must be suppo�ted with credit card receipts, unless credR cards are not accepted. Taxi receipts should be completeii by the taxi drh►er. . SFG will obtain corporate credit cards for colleagues who travel regularly and who prefer not to use their personal uedit cards. Coileagues are respo�sible for all expenaea charged on corporate cards issued tc them. It is their responsibitity W submit expenss •• reports to Accounting and to pay any outstanding balances using the expense report check issued when their expense reports are processed. . SFC3 will commit to processing expense reports and reimbursing colleagues on a monthly basis. .• Only expenses cla�med within s�cty days wUl be reimbursed. . . Colteagues afe e�ected to use a travel agency approved by SFG. . If a colieague agrees to stay over a weekend, resulting in a more favorable atrFare for SFG, the colleague may be reimbursed far weekend accommodaUons/car rentaUmeals expenses up to the documented savings. The savings over the most favorable other fare ' must be documentad by SFO's traval agency. . Ait air fares shouid be for coach/economy class on the least costly, safe caRier who offers a reasonable schedule. • ' . When intemational travel is roqutred, a colleaQue may request pertnission from the CEO or the Prosident of North Ar�erican Operations to book business dass. in grentinfl permiasion for buai�ess dass, discounts that may be available, the level of discomfort a�d streas . from curcent and recent t�avel, and the level of pe�fortnance expected immediatey upon arrival at the colteague's desdnation will'•be considered. Approval will �rerely be given. . Colleaguss are expeded to plan thetr flights as far in advance as is practical, permitting the use of discounted fares. . Although irequent flyer program points can be accumulated for personal use, colleagues are required to place economy of travel ahead of maximizing travel points in making decisions. Accommodations . , • Colleagues should arrange the least costty hotel capable of providing safe and co�venient housing. In most cases, a Holiday Inn o�' ' comparable hotel should be setected. � • Colleagues may seled a more cosdy, yet reasonable hotel, when justified by specfal conditions such �s the ability to forego car rental, the provision of free meals, or participation in a conference headquartered at the hotel. . Expenses for actual meal costs wiil be reimbursed when supported by receipts to a maximum of S30 per day. Managers may approve higher levels of reimbursement in consideration of the prevailing meal costs in the destination city. Phone . The cost of long distance calis incurred for business wilt be reimbursed by SFG. . in respect for the disrupBon of domestic life occasioned by travel, colleagues wiii be reimbursed for one phone call to their home city each day they must travel on company business. 13 � . �, . dr�un�'F�MSpmrEatlon • Colieagues ahould chooae tlte least costly ground transportat(on that wili allow them to suceessfully pe►torm thely duties (car rental, ahuttle; taxi or public transit). . Colleagues sMould rent a compact car frorr► the officially designated car renial ageqcy. An approprlate, larger vehicle can be rented � when the number of peraons to be ttenspoRed requirea �t. • C3�solina costs associated with the�use of rentrai cars wtA be reimbursed. Colleaguss are uCged to refuel rented cars prioc to retuming them to the rental company. • When renttnq, dedine the collision damsge insurance. • • Collea��es ahould refrain from drinRing aleohotie baveragas when operating a'vehicle in connection with their duGes. . Parking costa and lolls incurred wqile t�veFi�p on 4usiness are reimbursafTle. . . Travsl to and frorn a c:c�lleagwe's re9ulacplars qf work canrtot be claimmd. ' ' • Colleagues can claim 30.275 per kilometer.{a0.44,psr mile) for the use of their pecsonalavshicle for buainess travel. No claim aa n be mada if the coileague is raceivin� an auto ailowance or lf the colleague's vehicle is I�as�d dr owried by SFO. Lon� 7ertn '�nvel • When a aelleague ia requlrod to be ewey fiom ho►re fo� extended peHeds, the oolle.gue end hls/hbr nhenegsr aheuld enange for a lesa costly method of housing and Eravel includ9�g the pos�fbility of apartmen# style accommodations and rev�sing the dosttnationa so that airline tickeEs woutd include weelcend sta�ra. • Othar expensds that �riffi� aa a result of an extended absence but are rrot covered by these policies should be reviewed with the colleague's manager to determine i# theae ahould tie reimbursed by SFG. � IN WITNEBS WHEREOf�, th� pe�rtles hs�to hsve oaused thb Suppimmank ta be duly exeoutad as of ths dsta set forth t�bov�. Ap��sl�4d �jti t+A �lf�'li ����� � Jmhn �araeea�s Ass�leR�rul��i�i A�m�� ' � SFCi i�CNNClLOCiI , I C. �. �ay: �wu� �m�tt, ��� CI'TY O� �LfAF#WiAT`�Fi, �LORIDA ......- ey: Mit�ha�l J. fibbarttl f�tly Manag�r r � �� ��',.. ..�! �/ .�, .:,� -.:I'. �/,.-r , ,,,,; �. b. �, 1�