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R93-32RESOLUTION NO. R93-~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE A SUPPLEMENT TO AGREEMENT AND SERVICE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND H.T.E., INC., (HTE) PROVIDING FOR AN UPGRADE OF OUR SYSTEM 36 PACKAGE TO THE HTE SYSTEM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, HTE has developed software to run in the AS/400 environment and has completed rewriting the Building Permitting SyStem and the Code Enforcement System; and WI{EREAS, HTE has extended an offer of upgrading our existing system 36 package. NOW~ THEREFORE, BE iT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA THAT: Section 1. The City Commission of the City of Boynton Beach, Florida, upon recommendation of staff, hereby authorizes and directs the Mayor and City Clerk to execute a supplement to Agreement and Service Agreement between the City of BoYnt~n Beac~ and H.E.T.r Inc., providing for an upgrade of our System 30 package. Section 2. This Resolution immediately upon passage. shall take effect PAS~ED AND ADOPTED this ~ day of March, 1993. CITY OF BOYNTON BEACH, FLORIDA Mayor Vic~Mayor Co~m£ss£onor Commissi~r ATTEST: Cit~ Clerk (Corporate Seal ) HTE .A~R 2/25/~3 SUPPLEMENT TO AGREEMENT FOR H.T.E.. INC. LICENSED PROGRAMS ~B.¥ AND. BETWEEN H~T.E.,INC (PI T E ) ANDt~xry Or ~oyn~on ~eacn i~eT,~,~omer,,) Licensed Program Specifications and Specified Operating Environmear AS/400 Building Permits AS/400 Code Enforcement II. Licensed Optional Materials (if any): N/A III. DSLO License: ~l=t~le] [not applicable] Designated Machine. N/~ Charges (as ind/cated by checking applicable box): [ X] One Time Charge: $___ payable as follows: See Schedule A VI. VIii [ ] Upgrade Charge: $ N/A N/A [ ] Periodic Charge: $ payable [monthly] [quarterly] [semi-annu~J] [annual] [ I Initial Charge: $ N/A [ ] Process Charge: $ N/A [ ] DSLO Charge: $ N/A [ ] Program Storage M~ia Charge: $ N/A [ ].Special Services Charge: $ N/A Estimated Shipment Date: To be determined after contract execution. Shipping Charge payable by [H.T.E.] [Customer]. Special Sh/pping Charge payable by [H.T.E.] [Customer]. N/A Headquarters: One duPont Centre, Suite 2000. 390 N. Orange Ave_. Orlando, FL 32801 · (407) 841-3235 AppHca~on Solutions~r Government SUPPLEMENT TO AGREEMENT OF H.T.E.. BY AND BETWEEN H.T.E., INC. INC. LICENSED PROGRAMs and BOYNTON BEACH SCHEDULE A DUE UPON CONTRACT CONTRACT DUE AS PRODUCT TOTAL EXECUTION INCURRED ~Building Permits $ 3.000.00 $ 3.000.00 $ ~ode Enforcement 750.00 750.00 Training - 20 hours at $85.00 .per hour. 50~ due at contract ~xecution: 50% due as incurred. 1~700.00 850.00 850.00 $ 5,450.00 $ 4,600.00 $ 850.00 ~ctual reasonable travel and livmng expenses are in addition to the prices quoted applications. :onversion. if necessary, will be invoiced at the prevailing fane per hour It is ~derstood that no two systems and file structures are exactly alike and there ~rm¥ ~eed for some manual conversion efforts to take place along with the electronic ~ring the term of this Agreement and for a period o~ twenty-four (24) months afte ~rmination of.this Agreement, the Customer may not offer to hire or in any way em eompensate any of the employees of HTE or persons who have been employed by HTE wi ~he,~ immediate past twenty-four (24) months without the prior written consent of HT ~rices quoted above will be honored through March 31 1993. TestingP~od: 30 days starting with Warran~ (according to applicable box as checked): Warranted as set forth,in the Agreement.. ]ASIS the initial training session on each application. Program Services to be provided (check applicable box, complete period and provide description of Special Services, if any): A. Type IX] CemralServicefo~pefiodof 9.0 days starting with the initial training session on each~ application. [ ] Local Sendce for period of [ ] LocalAssigtance for period of [ ] Support Center for period& B. Special Services: [ ! Support commencing upon delivery, of the Licensed Program to the Customer. All Licensed Programs willbe installed on a "best efforts: basis by both parties. [X] Other as follows: This contract contemplates the use of standard licensed programs specified. Any modifications thereto shall be provided for on a time and materials basis by separate agreement. Ad~fion~ Lice~es ~fany): A. Description: B. Effective Date: C. Basic License or Distributed Systems License Option (indicate appropriate item):. Signed, sealed and delivered in the presence of the following two witnesses: As to Customer As to H.T.E., INC. ~R~¥ED ~ FOR~: H.T.E., INC~ By: ~i~ J~er, Vice ~nnis J. b~ , ' P~sident February 15, t993 Date: ~ 390 N. Orange Ave., Suite 2000. Orlando. FL 32801-1693 * (407) 841-3235 Application Solutions for Goverm~ent SECTION t 1.1 IDENTIFICATION SERVICE AGREEMENT This agreement between H.T.E., Inc. (HTE) and City Boynton Beach, (Company) located at 100 E. Boynton Beach Blvd. P.O. Box 310, Boynton Beach, FL 33425, provides for Standard Software Service as defined in Section 2.3 for the following HTE System(s) and/or Product[s): AS/400 Building Permits $3,000.00; Code Enforcement $750.00. 1.2 TERM OF AGREEMEI~T The year of Service which is provided by this A§reement will extend from to 1.3 SUP24ARY This Service Agreement provides to the Company: NEW SOFTWARE - During the covered period, the Company will receive each new Enhancement to the Standard Software that is issued for the System(s) and/or Product(s) listed in Section 1.1. UPDATED DOCUMENTATION Each new Standa~a Software release will be accompanied by user and system documentation, reflecting the software Enhancements. STANDARD SOFTWARE - HTE will correct any problems encountered in the Standard Software during the term of this Agreement. A HOT-LINE SERVICE - An exclusive Hot-line is established consult-by-phone service ko Client Services Department. A senior technical staff member is available to answer any questions or discuss system problems of concern to the Company. for ANNUAL INWOICE - The Company will be sent an annual invoice for the Standard Software Service. 1.4 FEE ~ The annual renewal fee for the Service (for those System(s) and or Product(s) listed in Section 1.1) is $3,750.00. 1.5 This document is composed of Section 1 and Section 2. SECTION 2 2.1 TERM This agreement ex~ends for a peri.od of ~tweL~e mo~ths. Upon the b~ginni~g of~ paid So~t~are S~rvice a~d~in ~the even,t of conflict with ~he ~erms~ of the~ L~c~ns'e ~Agreeme~t., the terms of this Service Agreement shall ~Overn. 2.2 CHA~RGES AND TAXES The Company agrees to pay all charges due under this Agreement. The annual fee is due and payable at the beginning of each year. If HTE's assistance is requested by the Company to correct a suspected error in the Standard Software program logic or documentation, and it is ultimately determined by HTE that no such error exists, the Company shall compensate HTE for its services. Travel and personnel time will be charged at HTE's established hourly rate of $85.00 per hour. Additional y, compensation will be expecte~ for any reasonable living an~ travel costs. 2.3 SUPPORT HTE's policy is to make improvements in its Standard Software on a regular basis in order %o maintain its timely applicability and competitive marke~ ability. To this end, HTE may, from time to time, make changes in operating procedures, programming languages, general purpose library programs, timing accessibility techniques, types of hardwara supportability, and other related programming and documentation improvements. HTE shall provide to the Company, as updates, at no additional charge, and on a timely basis, the program logic and documentation fcr such S%andar~ Software Enhancements. 2.3.1 In the event the Company notifies HTE that it suspects an error in the program logic or documentation which prevents the continued accomplishmen% of the principal com~uting functions of the System(s) and/or Product(s), HTE shall use its best efforts to confirm the exxstence of such error. If the existence of such error is confirmed to be in the Standard Software, HTE shall correct it as part of its obligation hereunder. If it is ultimately determined by HT5 that no such error exists, the Company shall compensate HTE for its se~ices. This compensation shall be based upon HTE's hourly rate of $85.00 per hour, plus reimbursement for reasonable travel and living expenses. 2.3.2 HTE's policy is to acknowledge oral or written requests from the Company to provide assistance in identifying and ~etect~n~ probtems~ errors, and malfunctions arising i~ connection ~ith the Company s use of HTE's computer application software systems. To assist HTE in implementing its policy, the Company shall confirm~in writing, an oral request for specific assistance within ten (10) days after such oral request is made. The Company shall furnish to HTE adequate supporting documentation and details to substantiate and to assist HTE in the identification and detection of problems! errors, and malfunctions, arising from the Company's use of the System(s) and/or Product(s). 2.3.3 If an Enhancement, provided to the Company under this Agreement, is dependent upon codling of a previous Enhancement which the Company does not have, upon request, HTE will provide assistance by mail or telephone in order to establish coding that will permit continuity between the Company's operating system and the new Enhancement. 2.3.4 The Company agrees to notify H~E of the need to have a previous Enhancement in order to install a current Enhancement. 2.3.5 In the event the Company requests any support other than that included under the terms of this Agreement? d~pending upon the availability of its personnel~ H~E shall use its best efforts to furnish it in accordance with the current standard bitl~ng rates. 2.4 COM~2~'S OBLIGATION The Company acknowledges that the continued integrity of the System(s) and/or Product(s) is dependent upon installation in the program logic and documentation of all updates to the System(s) and/or Product[s) which are provided by H~E to the Company. 2.5 R~PR~SE~I'A~IONS OF CO~A~f The Company acknowledges HTE'S representations that HTE h~s expended substantial sums in creating its Systems and Products, incurs substantial additional expense in maintaining them, and as a result, has and will continue to have substantial proprietary interest and valuable trade secrets in them. 2.5.1 The Company further represents and warrants that it sha~l not (1) at any time sell, assign, or otherwise transfer HTE System(~) and/or Product(s), parts of the System(s) and/or Product(s), or updates, changes, improvements or enhancements to the S~stem(s) and/or Product(s), or parts thereof, or (2) provide to any third party any support described in this Agreement for the System(s) and/or Product(s). The Company shall hold in confidence the design spec~f' ications and ~ssociated' ..... documentation~ of the System(s) an~/or' Produc~($) and shall disclose the~System%s), ana/or Product s~- in~ conflde~ce ~nt¥~'t°; and shall authorize the use Of thee System(s) and/or P~°d~ct~s) in confiden%e only by, its regular employees. ~'Co,mpa'n~ further acknowled99s that, in the event of,a breach ~r~.hre~t~ned b~each by the Company of the provisio~ns of ~his p~ragra~h,' HT~ has no adequate r~medy in m~ney o~ idamage~;~and~~ac¢i0rdingly' shatl be entitled to an %~J~%tOn %~%:s~ch breach ~ threa%~ned brea~ch. 2.~5.2 The' Compa~ny ag~es~%~t~ ~11 rights grantmd in this Agreement shall be cumulative and that no specifications in the Agreement~of an~!spec~ific lega~ or equitable remedy in the event o~ the br~Ch~ o.r.any prouis~ons of this Agreement shall be construed as a waive~ of, or prohibition against, any uther legal or ~quitabie remedy for su£h breach. The waiver of any breac~ of a,ny pr6vision of thiS, Agreement, or of any remedy for any such~bre~ch, shal~l not preclude HTE from thereafter exercising a~y rights (including any remedy previously waived)it has u~der this Agreement for the same or any subsequent breach. If the Compa.ny waives any remedy, then it should be bound by its waiver in accordance with established law. 2~.:5.3 The representations and warranties shall survive {he execution of this Agreement~ the delivery of any documents and all ura~ctions contemplated by this Agreement~ and the termination of this Agreement. 2 . 6 ASS IGR~EB~ Neither this Agreement nor HTE System(s) and/or Products(s nor any rights granted by this Agreement to the Company shall be assigned, transferred or otherwise disposed of by the Company, in whole or in part, without the prior written consent of HTE. 2.7 LIABILITY Because of the difficulty in ascertaining damages, it is agreed that HTE liability to the Company for any losses or damages, whether direct or indirect arising out of this Agreement, shall not exceed the total amount billed and billable to the Company, in no event shall HT£ be liable for any indirect, special, or consequential damages, economic loss in connection with, or arising out of this Agreemen%. This paragraph shall supersede any paragraphs of this Agreement which are'inconsistent with it. 2.8 SEVEP~BILIT~ Each provision of this Agreement is severable from all other provisions of this Agreemenc and, if one or more of the provisions of this Agreement shall be declared invalid, the remaining provision of this Agreement shall nevertheless remain in full force and effect, provided, however~ if Paragraph 2.5 shall be declared invalid, Company shall execute as soon as possible, a supplemental Agreement with HTE which grants to HTE to the extent legally possible, the protection afforded by said Paragraph. 2.9 NON-EMiPLOYMENT OF HTE EMPLOYEES During the term of this Agreement and for a period of twenty-four (24) months after termination of this A§reemens, the Company may not offer to hire or in any way employ or compensate any of the employees of HTE or persons who have been employed by HTE within the immediate past twenty-four (24) months without the prior written consent of HTE. 2.10 C-OVER_MING LAW The Agreement shall be governed by and in accordance, with the laws of the State of Florida. 2.11 AMOLr~'S Ail amounts referred to herein or otherwise payable pursuant to any term of this agreemen~ shall be United States of America Dollars. 2.12 FINAL AGREEMENT 2.13 This Agreement supersedes all prior Agreements and understandings between HTE and the Company relative %o support services for the Systemls) and/or Product{s) and shall not be changed orally° No change or attempted waiver of any provision of this Agreement shall be binding unless expressed in writing and signed by the party against whom the same is sought to be enforced. HEkDINGS The headings or titles of the Paragraphs in this Agreement are for convenience only, are not a part of this Agreemen%, and shall not be used as an aid in the construction of any provision hereof. - 2.14 COUNTERPARTS This Agreement may be executed in one or more counterparts~ each of which shall constitute a single document. Th ~'~ each acting with due authority, have executed th~_~.'~?~ment by setting forth their respective signatures: Auth0rized for-the Company: Signature Authorlzed b~_~/~ ] S nature D~S ~I. W~per Vice President/Finance Date Date ~