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R02-112 RESOLUTION R 02- i I~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH GOVERNMENT TECHNOLOGY RESOURCES, FOR THE DEVELOPMENT OF CODE COMPLIANCE, BUILDING PERMITS, BUSINESS LICENSES, COMMUNITY INSPECTION AND PLANNING AND ZONING SOFTWARE APPLICATIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Department of Development is currently evaluating several automation enhancements designed to tmprove the level of :ustomer service provided by our divisions; and WHEREAS, through enhanced automation, the department ~nticipates reproved services, communication and information Jissemination through WEB enabled services; and WHEREAS. the City Commission, upon recommendation of staff has determined that it is in the best interests of the citizens and employees of lhe City to enter into an Agreement with Government Technology Resources for a sole source purchase for the development of Code Compliance, Building Permits, Business Licenses, Community Inspection and Planning and Zoning software applications in the amount of $25,000. NOW, THEREFORE, BE IT RESOLVED BY THE CITY .~OMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission of the City of Boynton Beach, :lorida does hereby authorize and direct the Mayor and City Clerk to ~xecute an Agreement between the City of Boynton Beach, Florida and 3ovemment Technology Resources. A copy of that Agreement is attached ! . hereto and made a part hereof. ' Section 2. This Resolution will become effective immediately upon passage. PASSED AND ADOPTED this o~. day of July, 2002. &TTEST: ~_.~-Gof~m iss~"~ n er .Commissioner ~ioner 2 SCHEDULE"D" Scope of Service/Task JAD Project Particnation for the following software App ication component(s). Code Enforcement Building Permits Business Licenses Planning & Zoning 2. Nescls Analysis and Specification identification 3. Comaonent Imnlemen~ation and Training 4. nter~ca Supped Compensation: Ces[s for JAD Project Partisipation and Base Component Development and Delivery Code Enforcement Base Component $6.250 Building Permits Base Component $6.250 BusineSs Licenses Base Component $6.250 P[ansing & Zoning Base Component $6,250 Total $25,000 2. Need~ Analysis and Specification identtiication nc[uded in JAD Project Participation Fee 3 Component implementation and Training ]nc uded n JAD Project Pa~icipation Fee 4 Customer shsil pay to GTR, for JAD Project Padic~patJon and devsiopmbnt and dsiivery of all Base Components specified n Paragraph 1 of ths Section atota amouht of twenty-fiv~ thousand de am($25000,). The p~raes understand and agree that such amount represents the tstsl amount of compensation payable by Customer to GTR ~or anyand ali services rendered costs incurred and mater a s provid~l pursuant to this Agreement unless the padies agree to and enter, id'~ a'writtsn Amendment to this Agreement. 5. Customer shall pay to GTR eignteen mousana, seven hundred, andflf~J dollars ($1~,750) at the time of executier of th!s Agreement, suco amount representing seventy five percent (75%).of the total amount of compensation payable by Customer to GTR for JAD Project Participation and deve opment and de Very of al Base Comp°n~nt's spe~ed in Paragraph I of this Sec§~n. Customer shall also pay GTR six thousand, two hundred f :~/do ars ($6 250) at the time of such de very and acceptance of a B~se Corn onents sec fled in Paragraph I of th~s SecUon, such amounts conshtst[ng the remaining t~enty~ve percent ('25%) of the tota amOUrqt of compensation payable by Customer to GTR for JAD ProJect Participation and development and de veryofa BassComponentsspecfed n Paragraph 1 ofths$~:,'ton. ~ 6. GTR provides the customer a Sat sfac[ on Guarantee fora per od of one year from date of base component p oduct dehvery to customer for each base component product dehv~red. Shou d customer not be satisfied with the base c~mponent preduct(s) during the one-year:period GTF~ ~ll'retdrn tothe custome~ the do ar amouht paid for such b~se component product(s) that do n~ meet th;' customer's satisfaction. 7. Customer m~y red,est, through written Amendment to th'is Agreemer~t, that G~'R provide annua maintenanca s~rvideS for the base components delivere~ through fh ~ Agreement. if Customer requests such services, tl~e~ GTR agrees that the annual amount charg~ by G~R;t0 Custome~ for such services shsil not exceed 20% of the edgina] software component purchase pdca. Timing: The product is t(~ be delivered upon an agreed upon delivery aate between the City and GTR. Satisfaction Guarantee: GTR provides the City a Satisfaction Guarantee for a period of one year,from date of base component product delivery to the Cit~. Should Cit~' not be satisfied with the base component pro(Ju~t{s) dudng the ;one-year period. GTR will return to the City the della~' amount patti for such base component product(s) that do not meet the ~ity's satisfaction. Accepted by; A~'~odzed S~gnatur~- Authorized Si~hature ~ Type or Print Nafae and Tifie J ' ~ Type or Print Nar~e and Tifie ~ 'RECEIVED PROCUREMENT SERVICES Joint Application Development Agreement CUSTOMER NAME AND ADDRESS: Agrsement Number: Date: 05/15/02 City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, Florida 33425-0310 (Customer named above ia hereinafter referred to as "Customer") THIS GOVERNMENT TECHNOLOGY RESOURCES, INC. JOINT APPLICATION DEVELOPMENT A6REEMENT me ~Agree~ed?,, is made and entered into this 15th day of May, 2002, b~ and between GOVERNMENT TECHNOLOGY RESOURCES. INC. (' GTR ) of 13501 ingenuity Dr. Odando FI. and Customer. GTR and Customer agree that all services to be provided by GTR to Customer hereunder shati be fumished only unaer me terms and conditions of tflis Agreement and its "SChedute (sT. WHEREAS, GTR is a technology product and service firm speciatizing in government sector providing certain technctogy software oroducts and services that GTR has developed and owns. and WHEREAS, Customer has speciat knowledge of the govemmem software solution resuiremente and deeiree to pattts~pate in a Joinl Application Developmen{ project (JAD) wi~ GTR and, WHEREAS GTR desires ~o carflcioate with Customer in the JAD Projec~ pursuant to me terms and conditions contained neraln: NOW THEREFORE ~n censiderat]on of the mutual promises contained herein, it is agreed to as follows: 1. Definition of Terms. As used herein: 1.1 "Application(s)" means the base software component(s) developed to which Cus~'ner nas requested and parc therefor according to the terms and conditions as listed on attached "Schedule(s)", including, but not timited to. license(s) to use the software cemponest(s) programs ana relatee eecumentation, and any modifications thereto. 1.2 "Agreement" means this JAD Agreement including all schedules attached hereto 1.3 "JAD Project" means the development of specific software applications as defined in the 'Schedule(s)" attached hereto and incoreerated herein by this reference. "Customer" means a par~ccoant and end-user of the software apphcations deve~opee mrough the 'JAD Project'. 1.5 "Schedule{s)" mean~, an asechment(s) to this Agreement, which is a part of this Agreement for ail purposes. 1.6 "ComponeAts" means the base software Application(s) developed to which Customer has reeuested and paid therefor according to t~e terms and conditions as listed on attached "Schedule(s)". 2. Application Development. GTR shall deveiee an~ prowde to Customer those software Application ¢Comeenentsq aescnsea on the attached "Schedu[e(s)". 'f"ne Application Components shall be for Customer's sole use and not for any third party. 2.1 Completion Date: G,TR shall orovide the Comeenents to Customer by the date specified on the attached "Schedule(s)". 2.2 "Needs Analysis" and "Specifications": GTR shall coral: eta with Customer a thorough needs analysis ane specifications identifice§on to fu y comprehend the business crecess and software f~nctionality necessary for the development of the new software cemeenent(s). 2.3 Optional Services Assistance. GTR shall, if requested by Customer and a written Amendment to this Agreement ~s executed by both Pa~es, provfde optional serv~cas and customization described on the attached ~Schedule(s)". 3. Term of Agreement. This Agreement shall be effective upon execution Dy both Dar[les and shall continue in force through completion of services dlesedbed n the "Schedule(s)" unless eanler ~ermtnated in accordance with the terms set forth herein. 4. Charges for Se~icee. Customer shalJ compensate GTR for their services in accordance with those spedificetions set for~n m the attached 'Schedule(s) ". GTR-shall bill no costs or services to Castemer which are not spedflcetiy set forth in ti' s Agreement or its attached schedule(s). 4.1 The Customer shall pay an~ applicable sales, use, excise, value-added, or other tax or govemmenral charges imposee on me Hcensmg or use o[ the software App[icabon component(s). 5. GTR's Obligations. To assist Customer by developing the required applications as defined in the attschecl "scheduJetsl" GTR provide all base software component(s) ApplicatJons, including changes, updates, and medificatJons thereto, and servic~ s necessary for operation of said software develeeed by GTR dudng the JAD Project as defined on the attached "Schedule(s)": 5.2 per~orm ',leeds Analysis and Specifications identification to fully determine the required functJonalit~ and processes 5.3 per~orm document Needs Analysis and Specifications and present to Customer for mutual acceptance 5.4 provide efficient communication, testing, and training accessibili~ du,fing the JAD Project provide project management services throughout the JAD Project 5.6 provide Application support aha symern suppa~ mroughout the JAD Project. 5.7 ei~qer pro,~de Customer with all source code produced pursuant to this Agreement or ensure t/~at such source code is placed n escrow and is provided to Custome~ in the event that GTR eider dissolves ceases to exist gcas out of business, or for any other reason is unable to propedy support the completed application(s). 6. Cust0mer's Ob igatim3.~ Iq order to e~ab~ GTR to perform its obligations hereunder, and as a condition precedent to GTR's obligations to pedorm her~uncier, Customer shall: 6.1 within tsn ('i0) days following the execution of this Agreement designate a pdmary and a seconda~ contact, including teleph(~ne dumbera and e-mail addrassas; 6,2 exercise ail due diligence in the ,performance of its obliga§ons hereunder in connection wffh the execution of this agreement 6.3 prowcLe the'commtited resources [o ensure me accuracy end timely completion of all required Needs Analysis and Specificet~ns. 6.4 thorou~.qhly review all Needs Anatysis and Spedfications documentation and acknowledge and note mutual accaptsnca thereof. 6.5 particiPate In all required testing and l~aining as deemed necessary to ensure the compliance and adherence to ail reqpired ~Jac~onatity and processes as defined and'douumented throughout the Needs Analysis and Specifications prodasS 6.6 ~pon co,m, ~letion of software development project(e), a Software License and Service Agreement witt be initiated ~e~ib~ Customer Sod GTR for a~3y sof~ar~ components developed under this Agreement or and attached Sch~Jglas~Object code w~]l be provided to the C~ustomer and source code shall be held in escrow according to the [en~s and conditions of the Software License and Service Agreement. Limitation of Liability, GTR and is authorized to license the nght to the use 7.1 7.2 7.3 7.4 7.5 Soecificefions. GTR warrants that in the provision of services hereunder, GTR will ~re adequately tsained and who possess the requisite skills and arofassienal to not substantially cenfurm to its then-ourTent documentation, Customer shall so pursue rasdution of the discrepancy between the Application and its under negligence on the par~ of GTR's event GTR's aggregate liabiJity under the Agreement will be limited to the lesser of from such conduct, or (b) the amount of Fees actually paid to GTR by to GTR. THE PROVISIONS FITNESS OR OTHERWISE. 8.1 8.2 8.3 confidential and as a propdetar~ asee~ any information or mafadals that Jresenca of GTR's agents, employees, or representatives at kgreement (such informatton. , Information"). ~onfidential or Proprietary Information by holding it in sa'icl confidence, disclosing Jr contractors who have a need to know in order to pro.cie ssrwcas as agreed concams Customer's Con~dential and then G'iR agrees to nedf'/Customer in the mast excediJJous fashion nd GTR will reasonably cooperate with Customer, of such subpoena or other legal process (provided that , ~ublication or dissemination of Customer's pad~ally 8.4 The srovisions of this Section 8 shall survive termination of this Agreement. 9. totellectual Property. 9.1 Ail comouter programs, including ~e ADDliCations related documentation, wdtten procedures, copies of ttanscdp~ and simiiar items are propne~ery CO and shall be considered ttade secrets and confiden§a[ information remaining the oroDer[y of GTR. Costorner agrees that. other than those disdeeures and records reoulred to be made or maintained pursuant to Florida's Sunshine Law, ~t will not disclose to any third party at any time (either during or after termination of this Agreement) any t~de secrets or any other secrets or confidential information learned by Customer in connection ~m th~s Agreement. All documentation shall be retumeq to GTR upon terminatton of this Agreement Ail original input data ~tems remain the proper~ of Customer and will be returned pursuant to Customer's instrections, so tong as Customer is not in breach of this Agreement. Customer shall retain or destroy all original input documentation and other documentation in aCCOrdance with its owr DreCe~ures 9.2 The provisions of this Section 9 shall survive termination of this Agreement. 10, Termination. 10.1 This Agreen3ent may be terminated by either part'y within the first 30 days after execution and thereafter ucon 60 days wdtten notice, Custo~ner will pay all amounts due and payable under this Agreement to the effective date of ter~nination, Customer may retain the deiivembiee completed as of the date of termination. 10.2 fa the event of a breach of this Agree,,mant by either party that is not remedied within 10 days after delivery of written not(ca of s,lch breach, the aggrieved party may terminate this Agreement by written notice to the other. 10.3 Up0n termination of this Agreement for any reason, the partes shall use their best efforts to retum to the ofher party, in an ordedy and expeditious manner, such information, deeumanta, and other tangible and intellectual property that belongs to that Paw 10.4 Customer's~)bligatton to pay any and all fees or other monies hereunder shall survive termination of this Agreement. 11. Notices. Any eetice, request, demand, or other communication required or permifted hereunder wilt be given in writing, communication charges propa[d, to the party to be notified All =:~mmunications will be deemed given when received. The addresses for the partes for the purposes of such communication are: f to Customer If to GTR: To the address shown on Page ' of this Acjmemen[ Government Technology IRssour~ee, Inc. 13501 ingenuity Ddve. Suite 100 Odando, =lorida ATTENTION: Contracts/Legal Counsel A party may change its address only upon written notice to the other part~ in which case this Agreement will be deemed to have osen so modified. 12.Governing Law/Disp~Jte Resolution. This agreement shall be governed by, const]-ued, and enforced under and in accordance with the Laws of the State of Ftodda. In the event of any litigation adsing under or construing this Agreement, venue sha e on y in Palm Beach County, Ftedda. Pdor to either party commencing any legal action under this Agreement. the parties agree to by in good faith, to settle an[y dispute amicably between them. If any dispute ansee De[ween the parties either relating to this agreement or in any way arising out of this agreement then the complaining party shati provide a notice of such dispute, in writing, to the ~ther party. Such notice shall include both a specific descdetion of the disauted issues and suggested action(s) to remedy such (3~sputo. The Partes shall thereafter attempt, in geed fa[th, to se~e such dispute, if no resclution of the dispute is reached within forty-five (45) days of the notice of dieeure then either party may pursue any legal remedy it may have availabte including 3stJtuting suit in a court of competent jurisdiction. 13. Assignment. Neither party shall have the power to assign any of the duties or dghte or any claim arising out of or related to the Agreement, whether acs]rig in tort, contract, or otherv,~se v4thout the wntten consent of the other part~,. These conditions and the entire Agreement are binding on the heirs, successors, an(] assigns of the pa~es hereto. 14. No Third Party Beneficiaries. This Agreement gives no dghts or benefits to anyone other than GTR and Customer. 15. Force Majeure. Neither party shall be in default by reason of any failure in the parformanos of this Agreement f such fa ure adees out of ceusee beyond its reasonable contact. Such causes may include, but are not limited to, acts of God, acts of the public enemy, acts of government in either its sovereign or contractual capacity, acts of the party whose performance is not sought to be excused, fires, flood, wea~er, epidemics, quarantine restrictions, sthkes, freight embargoes, failure of transmission or power supply, mechanical difficulties with equipment which could not have been reasonably forecasted or provided for, or other causes beyond its sole conttol. The party so affected will resume performance as seen ss precticeble after the force majeure event terminates. 16. Contractual Documents, This Agreement, along with its attached "Schedule(s), contains the c~-nplete agreement betv~en the paraee with respect to the subject ma~er hereof. NO additional represema~ons, agreements or modifications or amendments to this Agreement hereafter matte by a pady shall be binding upon either party unless a wdtten Amendment to this Agreement is entered into by me par~es. 17. Entire Agreement. This Agreement and attached "schedule(s) contain the entire understanding of the Dames wm respec[ to its suDJect matter, and supersedes and e~nguishee all pdor oral and wdtten communications between the parties relative to its SUDject matter. 18. Signature Authority. Each party repreeen~s ana warrants to the other that the signatory of that party is authorized to enter into this Agreement for and on behalf of that part~/. Accepted by: By:. Government Technology Resources. Inc. Type or Print Name and Tire Type or Print Name and T~tJe Date i ' Date Government Technology R E S 0 U R C E S TO: RE: DATE: FROM: City of Boynton Beach Peter Wallace, Director of information Sole Source Document May 9, 2002 Dennis Harward, GTR 13501 Ingenuity Drive Suite 100 Orlando, FL 32826 Phone: 407.277.0176 GTR has created an Enterprise Content Management system (ECM) that will allow the City to manage all Web content from a single source. E-government capabilities such as Utility Payments and Job Applications are an integral part of this system and do not require the integrated of numerous legacy systems. GTR is the only vendor that is building totally new Java-based applications that can utilize existing enterprise data that is stored on the AS/400. The Company is working with several south Florida municipalities in a process called Joint Application Development (JAD) that allows agencies to share the cost of developing new applications, Currently, Delray Beach and Deerfleld Beach are a part of several JAD projects. The management of GTR has more than twenty years of experience in developing and implementing thousands of local government applications, this reason, GTR offers a money-back guarantee on all projects. For In addition, GTR does not require Customers to commit to expensive software maintenance agreements. The software has a lifetime warranty against defects and enhancements are provided on an as-needed basis. This wilt significantly reduce the total cost of ownership on all new software developed by GTR. Wallace, Peter From: Sent: To: Cc: Subject: Tolces, David [dtolces@cityatty.com] Wednesday, May 08, 2002 10:12 AM Wallace, Peter Lamanna, Rosemarie; Cherof, James Government Technology Resources Peter: I reviewed the proposal from Government Technology Resources ("GTR"}. Pursuan5 ~o Section 2k56 of the City's Code, you are required to advertise a request for bids for all purchases of persenal property and services in excess Df S25,000.00 GTR's proposal as it currently exists is in excess of S25,000.00. Therefore, unless you can establish that GTR is the "sole source" for the sevices and products desired, which would resul5 in an exception from the bidding rec/uiremenEs, you will have no go ouE Lo bid for the products ~nd services currently proposed no be provided by GTR, If you have any further requests or ~uestions, please call. David David N. Tolces David N. Tolces, Esq. 3oren, Cherof, Doody & Ezrol, P.A > Suite 200, 3099 E. Commercial Boulevard · Fort Lauderdale, FL 33334 > Telephone: {954) 771-4500 Facsimile: {954 771-4923 > email: dtolces@cltyatty.com > This e-mall and any files transmitted with 1E are Donfi~entiat and > intended solely for the individual or enLl5y ~o whom they are addressed. > If you have received this e-mail mn error, please notify the sender by > re~urn e-mail. Thank you.