R94-133RESOLUTION NO R94-133
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE A CLASS PURCHASE
AND MAINTENANCE AGREEMENT BETWEEN THE
CITYOF BOYNTON BEACH AND ESCOM SOFTWARE
SERVICES, LTD.; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Boynton
Beach, Florida, upon recommendation of staff, has deemed it
to be in the best interests of the citizens and residents of
the City of Boynton Beach to enter into a class Purchase and
Maintenance Agreement between the City of Boynton Beach and
ESCOM Software Services, Ltd., copies of said Agreements are
attached hereto as composite Exhibit "A"
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
~ The Mayor and City Clerk are hereby
authorized to execute a class Purchase and Maintenance
Agreement between the City of Boynton Beach and ESCOM Software
Services, Ltd., copies of said Agreements are attached hereto
as composite Exhibit "A"
~ That this Resolution
effective immediately upon passage.
shall become
PASSED AND ADOPTED this /~ day of August, 1994.
ATTE ST:
Cindy Clerk - ~--~.
i~on er
~~ ~ner
(Corporate Seal)
Data. Pro
Racquet Center. Software
8/11/94
Software Services ltd.
CLASS PURCHASE AGREEMENT
August 5, 1994
This document outlines City of Boynton Beach's agreement to purchase the attached "C~ss
System" and services configuration from ESCOM Software Services Ltd. pursuant to the
following conditions:
A single user Classm for DOS Facility Scheduling and Memberships and a ClassTM Point of
Sale (requires Windows), Five (5) days of on-site training (expenses included) and the frost
year of software support will be provided at a cost of $8,736.50 excluding expenses for system
hardware, dedicated telephone line for modem, site preparation (i.e. cabling & power
conditioning), and Point of Sale Hardware.
2. A payment of $3,736.50 to cover software and database is required upon signing of this
agreement. The remainder is billable upon completion of the training.
3. The enclosed agreements for Class Software License and Class Maintenance Agreement apply
to this purchase and must be signed in conjunction with the Purchase Agreement.
ClassTM supports the following Point of Sale Peripheral Hardware:
Jarltech Keyboards models 8081, 8001, 8002
Epson and Star printers, Star SP 312 recommended
M-S Cash Drawers
Escom recommends that the City source these items through POS Provisions, (Bruce Bean,
510-820-0990). Any POS peripheral hardware not sourced through POS provisions shOuld be
checked for compatibility by contacting Escom prior to purchase.
Agreed to by:
Alex~
ESCOM Software Services Ltd.
City of Boynton Beach
Authorized Signatory
Date
IMPORTANT - READ CAREFULLY BEFORE OPENING
Escom Software Services Ltd. ("ESCOM") Class Software ("SOFTWARE") UCENSE AND UMITED WARRANTY
This legat document is an agreement between you, the end users, and ESCOM. BY OPENING THIS SEALED DISK PACKAGE, YOU
ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT,
WHICH INCLUDES THE SOFTWARE LICENSE, LIMITED WARRANTY and EXCLUSION OF LIABILITY.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT OPEN THE DISK PACKAGE. PROMPTLY RETURN THE
UNOPENED DISK PACKAGE AND THE OTHER ITEMS (INCLUDING WRITTEN MATERIALS, BINDERS OR OTHER CONTAINERS, AND
HARDWARE, IF ANY) WHICH ARE PART OF THIS PRODUCT TO THE PLACE WHERE YOU OBTAINED THEM FOR A FULL REFUND.
In order to preserve and protect its rights under applicable laws, ESCOM does not sell any rights in ESCOM SOFTWARE. Rather, ESCOM grants the
right to use ESCOM SOFTWARE by means of a SOFTWARE LICENSE. ESCOM specifically retains title to and copyright in all ESCOM computer
software.
· ESCOM as Licensor, grants to you, the LICENSEE, a non-exclusive right to use a copy(ies) of the SOFTWARE on a
single computer/terminal to process your own data, provided the SOFTWARE is in use on only the licensed computer at any time. The
SOFTWARE is "in use" on a computer when it is loaded into the temporary memory (i.e. RAM1, installed into the permanent memory (e.g. hard
disk or any other storage device) of that computer or servicing requests from an asynchronous terminal device.
Software License: Single User ClassTM Faciltiy Scheduling, Membership and Point of Sale
OWNERSHIP OF SOFTWARE AND COPYRI(~I-IT. As the LICENSEE, you own the magnetic or other physical media on which the SOFTWARE
is originally or subsequently recorded or fixed, but an express condition of this License is that ESCOM retains title and ownership including
copyright of the SOFTWARE recorded on the original disk copy(les) and all subsequent copies, regardless in any form or media in or on which the
original anti other copies may exist. Unauthorized copying of the SOFTWARE is expressly forbidden· You may not make copies the product
manual(s) or written materials accompanying the SOFTWARE.
You may make as many copies of the SOFTWARE as you lille provided these copies are used solely for backup or archival purposes.
OTHER CONDITIONS. You may transfer your rights under this License on a permanent basis provided you transfer all copies of the SOFTWARE
and all written materials, and the recipient agrees to the terms of this License. Any transfer must include the most recent update and all prior
versions. You may not reverse engineer, decompile or disassemble the SOFTWARE. '
LIMITED WARRANTY. ESCOM warrants that, for a period of ninety (90) days from date of purchase ('~/arranty period"), the media on which the
SOFTWARE is furnished will be free from any physical defects in materials and workmanship and the SOFTWARE, dudng the warranty period,
will substantially conform to the functional description of the SOFTWARE as contained in the user's manual accompanying the SOFTWARE when
delivered. ESCOM does not warrant that the SOFTWARE will run unintorrupted or be error free.
ESCOM's entire liability and your exclusive remedy as to the SOFTWARE shell be, at ESCOM's option, either (a) return of the purchase price or
(b) replacement of the software, or disk, which does not meet ESCOM's Limited Warranty and which is returned to ESCOM postage prepaid with a
copy of the receipt. If failure of the disk has resulted from accident, abuse, or misapplication, ESCOM shall have no responsibility to replacethe
SOFTWARE or refund the purchase pdce.
THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THAT IS MADE BY
ESCOM ON THIS ESCOM PRODUCT.
This Warranty gives you sj~ecific rights. You may have other rights which vary from jurisdiction to jurisdiction and certain limitations contained in
this Limited Warranty may not apply to you. In the event of any conflict between any provision in this Umited Warranty and any applicable
legislation, the applicable legislation takes precedence over the contravening prowsion.
4. LIMITATION OF LIABILITY. NO oral or written information or advice given by ESCOM, its dealers, distributors, agents or employees shall create a
representation or warranty or in any way increase the scope of the above warranty and you may not rely on any such information or advice.
ESCOM SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE REFUND OF THE PURCHASE PRICE, NOR ANY
INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE ARISING OUT OF THE USE OR INABIMTY TO USE SUCH
PRODUCT EVEN IF ESCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. ~. You acknowledge that you have read this License and Limited Warranty, understand them, and agree to be bound by
.... their terms and conditions. You also agree that the License and Limited Warranty are the complete and exclusive statement of agreement between the
parties and supersede all proposals or prior agreements oral or written, and any other communications between the relating to lhe subject matter of the
License or the Limited Warranty is governed by the laws of the State of Florida.
Should you have any questions concerning this License or this Limited Warranty, or if you desire to contact ESCOM for any reason, please contact in
writing: ESCOM Software Services Ltd. #518-4211 Kingsway, Burnaby, B.C. V5H 1Z6.
Class Software Maintenance Services and SU_D_Dort Aqreemenf
ESCOM provides software maintenance and support services ("CLASS SERVICES") to customers who subscribe to the CLASS SERVICES by
signing and returning this agreement with the appropriate charge.
1. CHARGE
Please indicate the preferred CLASS SERVICES charge:
b)
c)
d)
e)
15 per cent of the then current (future) software list price per year (minimum $750), payable annually in advance,
OR
2 per cent of the then-current software list price per month, payable on the 1st day of each and every month hereafter.
MAINTENANCE SERVICE
Class Service Commitment
ESCOM will ensure that the Software will substanfially conform to the functional description of the Software as set out in the user's manual
accompanying delivery of the Software commencing on expiry of the purchase warranty and continuing for the period of time the Software is
continually maintained by ESCOM. In the event ESCOM is unable to remedy any such non-conformance of the Software, ESCOM will refund
the full purchase price of the Software.
Return Policy
In addition to the CLASS Service Commitment ESCOM provides a twelve (12) month money back return policy. If the customer elects to
return the produCt within the first twelve (12) months from date of sale, a full refund will be made for all product charges but not for training and
any related charges. The only criterion for this money back commitment is the customer must have a fully paid-up CLASS Services
Agreement for the said twelve (12) months.
CLASS Releases Service
ESCOM is committed to the continual improvements of its software as the requirements of the marketplace evolve. ESCOM's CLASS
Release Service is designed to make these improvements available free of charge to customers who have purchased CLASS Services. A
CLASS Release contains major enhancements. It replaces any previous versions of the software. This means that the new release will still
perform all of the same functions, with the added benefit of new enhancements. Revised documentation is provided with each new CLASS
release. A 'Highlights Document" is also provided to outline the changes that have been made to CLASS. ESCOM will distribute a new
CLASS Release to customers as and when such CLASS Releases are made available by ESCOM to its users generally. This policy has two
objectives:
i) To minimize the disruption caused by the changes; and
ii) To provide new enhancements on a reasonably frequent basis.
The News Re_nort
The CLASS Chronicles Newsletter is published by ESCOM and is sent to all CLASS SERVICES customers. The newsletter allows clients to
exchange tips and techniques with each other.. The Newsletter also identifies new CLASS SERVICES customers.
Customer Res_~onsibilities
ESCOM's commitment for CLASS SERVICES is subject to each CLASS customer having a designated System Manager (system operator)
who has overall responsibility for the operation of the computer system and will be the designated individual to contact ESCOM for CLASS
SERVICES. The System Manager must for ensure that regular backups of the customer's data are done. A full backup should be done at
least monthly. A backup-of the CLASS data must be done daily. Backups should NEVER be done over top of the last version; five rotating
sets of disks or tapes should be used. Backups should always be verified. CLASS SERVICES caused by failure to carry out theses duties
will be billable. CLASS SERVICE does not include On-Site Service and any costs of the transportation and time of ESCOM~ agents or
employees to the locations at which CLASS SERVICES is to be conducted wilt be borne by the customer in addition to the additional charges
for such On-Site CLASS Service.
HOTLINE SUPPORT
The Support Desk offers telephone support designed to provide quick answers to any questions relating to ESCOM's products or services,
The Support Department is staffed by trained specialists from 6:00 a.m.P.S.T, to 5:30 p.m.P.S.T., Monday through Friday, holidays excepted.
The Support Desk should be called when the client has questions about:
· system errors
· using the CLASS application software
b)
b)
b)
c)
On-Line Software SMD_port - Solvinq Problems On-Line!
The On-Line Problem Diagnostics Service enables ESCOM to sign on directly into the client's computer facility. Problems can be diagnosed,
and corrections delivered, more quickly than would otherwise be possible. With the On-Line Problem Diagnostics Service, ESCOM can solve
problems by dialing into the computer remotely, before they have a serious impact on operations. In order to provide this service, all
customers must supply a pdvate telephone line with a modem. The modem must be approved by ESCOM to ensure compatibility. This
capability must be set up at time of installation of the CLASS Software.
OTHER SERVICES
Refresher Courses/Onaoina Trairlinq
All training costs, following initial installation and training period outlined in the Purchase Agreement, will be billed at ESCOM's then prevailing
rates. ESCOM is committed to providing the best in software, support and training on a continuing basis. Integral to this effort is the regional
training conferences ESCOM provides. These events will be scheduled annually and will be 3 days long. Sessions will cover operations
analysis, advanced operation training, modification review, focus groups and refresher training. In addition, as staff turnover can drastically
affect system operations it is mandatory to ensure that refresher courses be scheduled when greater than 50% of staff changes, or the
sYStem Operator/manager leaves the department.
Hardware Su_~Dort
Hardware and operating system maintenance (computer, communications, etc.) contracts must be arranged on an individual basis with the
~appropriate "local" vendor at the customer's expense. On-site service by ESCOM for hardware related problems will be billable at prevailing
hourly rates. ESCOM services encompasses both hardware and software support (telephone) on many occasions. The customer may
choose to source both hardware and software from ESCOM, and in such event this support will be considered a component et the CLASS
SERVICE.
Exclusion of Warrantie~
THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THAT IS
MADE BY ESCOM ON THIS ESCOM PRODUCT.
Limitation Of Liability
ESCOM SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE REFUND SET OUT IN SUBCLAUSE 5(C) BELOW,
NOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE ARISING OUT OF THE CLASS SERVICES USE OR
INABILITY TO USE SUCH PRODUCT EVEN IF ESCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customers sole remedy in the event of breach of any obligation hereunder is limited to customer being able to terminate this agreement and be
refunded any prepaid CLASS Service fees, pro-rated monthly, for the balance of the unexpired term of this Agreement.
Accepted by:
ESCOM SOFIW~S LTD.
Alex Barnetson
General Manager, ClassTM Division
Date~~ ~
CITY OF BOYNTON BEACH
Auth~3rized Signatory ~'
Date