R00-141RESOLUTION R00- ! ~ t
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE A SOFTWARE
MAINTENANCE AGREEMENT FOR THE CITY'S
DISPATCH SYSTEM, BETWEEN THE CITY OF
BOYNTON BEACH AND QUEUES ENFORTH
DEVELOPMENT, INCORPORATED (QED); AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Boynton Beach desires to enter into an
agreement with Queues Enforth Development, Incorporated (QED), to
provide a software system for the City's dispatch system; and
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, at the recommendation of staff, does hereby authorize and
direct the Mayor and City Clerk to execute the a Software Maintenance
Agreement between the City of Boynton Beach, Florida and Queues
Enforth Development, Incorporated (QED), copies of said Agreement
being attached hereto as composite Exhibit "A".
Section 2. This Resolution will become effective immediately
upon passage.
PASSED AND ADOPTED this 1'7 day of October, 2000.
Ma~,~'
H, FLORIDA
Vice Mayor
Mayor Pro Tern
Cor~u~ssioner -~ ,/~
ATTEST:
Clerk '
~:0 '
AGREEMENT BETWEEN
QUEUES ENFORTH DEVELOPMENT, INC.
AND
THE CITY OF BOYNTON BEACH
FOR SOFTWARE MAINTENANCE
AGREEMENT entered into on November 1, 2000 by and between QUEUES ENFORTH DEVELOPMENT, INC.
("Q.E.D."), a Massachusetts corporation with its principal place of business at 432 Columbia Street, Cambridge,
Massachusetts 02141, and THE CITY OF BOYNTON BEACH, the undersigned Q.E.D. client (the "Client").
THIS AGREEMENT sets forth the terms and conditions under which Q.E.D. agrees to provide support services to
the Client in connection with the computer software licensed by Q.E.D. to the Client.
1. DEFINITIONS
The term "System" means the programmable on-line computer system furnished, delivered and installed by
Q.E.D. pursuant to the Agreement between Q.E.D. and the Client specified on Exhibit A attached hereto (the
"System Agreement").
b) The term "Licensed Software" means all software licensed to the Client pursuant to the System Agreement,
as set forth on Exhibit B attached hereto.
c)
The term "Confidential Information" means the Licensed Software and any other information, data or oral
information subsequently reduced to written form, received by one party from the other and clearly
identified by the disclosing party in writing as confidential.
d)
The term "Modifications" means any revisions of the Licensed Software which Q.E.D. may incorporate in
the standard version of the Licensed Sofb~vare and which do not materially improve or expand the
functionality of the Licensed Software.
e)
The term "Enhancements" means revisions of or additions to the Licensed Software which Q.E.D. may
develop or acquire and which either (i) Q.E.D. chooses not to incorporate in the standard version of the
Licensed Software or (ii) improve or expand the functionality of the Licensed Software.
f) The term "Installation" means that Q.E.D. has installed the System and determined that the System is
operative.
g)
The term "Maintenance" means Q.E.D.'s provision of the support services described in Section 3,
commencing after acceptance of the System by the Client or at such time as is otherwise specified in the
System Agreement, and continuing for the term specified on Exhibit C as such term may be extended in
accordance with the provisions of Section 3(d).
2. CHARGES AND PAYMENTS
a)
The Client agrees to pay to Q.E.D. the fees specified on Exhibit C attached hereto, as the same may be
amended from time to time, including the fee specified for the initial term of Maintenance. The fee for any
subsequent annual term of Maintenance shall be billed by Q.E.D. to the Client at least thirty (30) days prior
to the end of the then current term.
b)
The support services under Section 3(a) will be provided to the Client at no additional charge. Services
rendered by Q.E.D. which are not part of the services Q.E.D. has agreed to perform free of additional charge
in Section 3(a) will be charged to the Client, during the initial term, at Q.E.D.'s Standard rates set forth in
Exhibit C.
c) Fees and rates for subsequent periods shall be at Q.E.D.'s standard rates, all of which shall be in a written
amendment executed by Q.E.D. and the Client.
d)
In addition to the charges payable pursuant to this Section 2, unless exempt therefrom, the Client shall pay
any and all import duties, levies or imposts and all sales, use, value-added and other taxes of any nature
assessed upon or with respect to such payments under this Agreement, exclusive, however, of taxes I~ased on
Q.E.D.'s net income.
e)
Except as otherwise specified herein, all invoices rendered under this Agreement are due and payable within
thirty (30) days of the date of invoice. All invoices (other than for the prepayment of the annual fee for
Maintenance) not. paid within thirty (30) days from when due shall be subject to a monthly interest charge of
one and one-half percent (1 I/2%) per month on the unpaid balance. The failure of the Client to pay the
annual fees for Maintenance after written notification shall result in the complete termination of any
continuing obligation of Q.E.D. to provide Maintenance to the Client.
f)
Subsequent to the initial year of the term of this Agreement, if funds sufficient to support continued
performance are not appropriated or otherwise made available, Client shall terminate this agreement as
provided in G.L.c. 30B, Paragraph 12.
3. SYSTEM MAINTENANCE AND ADDITIONAL SUPPORT SERVICES
b)
a) Q.E.D. will provide the Client the following maintenance services provided the Client has made all payments
due Q.E.D. and has fulfilled all of its requirements under this Agreement and under the System Agreement:
Q.E.D. agrees to provide maintenance services to attempt to correct any error or defect reported by the
Client and determined by Q.E.D. to be in the Licensed Software. Such services shall be provided during
normal business hours, which are 8:30 a.m. through 5:30 p.m., Monday through Friday, except holidays,
and in the most expeditious manner reasonably possible and at no additional cost to the Client. In order
to expedite such maintenance services, Q.E.D. shall provide 24 hour call-in capability. [n no event shall
Q.E.D. have any responsibility (1) to correct any data errors or any errors or damage caused by or arising
out of input errors or resulting from changes to the Licensed Software made by the Client, or (2) with
respect to any data loss or corruption due to any software malfunction or hardware problems or failures.
Upon notifying Q.E.D. of an alleged error in the Licensed SoRware, the Client shall give Q.E.D. access
to its computer equipment, the Licensed Soil,rare and ali relevant records, and shall assist Q.E.D. in
substantiating the existence of the alleged error.
ii)
From time to time and at its sole discretion, Q.E.D. may make Modifications and Enhancements available
to the Client for purchase at Q.E.D.'s then published license fee with respect thereto, provided that the
client is not then in default with respect to any of its obligations to Q.E.D. The terms on which the Client
acquires any such Modification or Enhancement, including the terms on which Q.E.D.. will provide
Maintenance with respect to the Modification or Enhancement acquired, will be set forth in an
amendment to the Agreement executed by both Q.E.D. and the Client. The Client is under no obligation
to acquir~ any Modification or Enhancement, with the exception that the Client must allow Q.E.D. to
install all Modifications which ar~ being provided by Q.E.D. at no cost to the client. The Client will
provide Q.E.D. with access to its system to permit installation of each no-cost Modification within 45
days after notification by Q.E.D. of its intention to install the Modification. The failure of the client to
allow Q.E.D. to install any no-cost Modification will relieve Q.E.D. of any further Maintenance
obligations with respect to the Licensed Software. Ail Modifications and Enhancements acquired by the
Client, whether for a fee or at no cost, shall become part of the Licensed Software for all purposes of this
Agreement.
iii) Q.E.D. shall provide up to six (6) hours per month of telephone consultation with respect to the System
during Q.E.D.'s normal business hours. This technical assistance and consultation is designed to train and
help the System Manager(s) operate the system more effectively. These consultation hours, if not used,
can not be carried forward or accumulated month to month.
Q.E.D. will provide consultation and additional training and undertake special programming projects on a
time-available basis at Q.E.D.'s rates specified 'in Exhibit C. Any software resulting from a special
programming project undertaken by Q.E.D. at the Client's request shall become part of the Licensed
Software for all purposes of this Agreement and the System Agreement.
THE CITY OF BOYNTON IBEACH Maintenance Agreement Page 2 of 11
c)
Q.E.D. will not be required to provide support for installations of the Licensed Software which have not been
installed within forty-five (45) days of its release the then current Q.E.D. supported version of the Licensed
Software. Similarly, Q.E.D. will not be required to provide support if the Licensed Software has been
modified by anyone other than Q.E.D. but will consider doing so in accordance with the terms and
conditions specified in Section 6.
d) Maintenance shall be renewed for up to two additional one-year terms at the option of the Client,
communicated to Q.E.D. not less than 30 days prior to the start of the then current annual term.
e)
The Client shall at all times have at each site at which the System is installed a System Manager who is
acceptable to Q.E.D. in Q.E.D.'s discretion and who has been certified by Q.E.D. as properly trained. All
communications by the Client with Q.E.D. must only be made by such System Manager or by designated
alternates also acceptable to Q.E.D. in its discretion. The initial System Manager is identified on Exhibit D
attached hereto. Training for replacement System Managers will be provided at Q.E.D.'s then applicable
rates. The rate during the initial period is listed in Exhibit C; subsequent period rates shall be at Q.E.D.'s
standard published rates, which will be reflected, in a written amendment to be executed by Q.E.D. and the
Client.
f)
The Client must at all times while this Agreement remains in effect, provide and maintain in good operating
conditions the communication equipment and facilities necessary for Q.E.D. to achieve dial-in access to the
System for purposes of remote diagnostics and error correction.
g)
The Client shall perform the routine System maintenance specified on Exhibit E attached hereto for so long
as this Agreement remains in effect. Q.E.D. shall be relieved of all of its obligations hereunder in the event
that the Client fails to perform such routine maintenance.
h)
Q.E.D. will provide Hardware (as that term is defined in the System Agreement) maintenance in accordance
with the terms and conditions set forth in the maintenance contract(s) attached hereto as Exhibit F. The
Client agrees that it will not upgrade, modify, replace or otherwise alter, or attach devices to, the Hardware
without the prior written consent of Q.E.D.
4. PROTECTION OF CONFIDENTIAL INFORMATION
a) The Client acknowledges that the System constitutes trade secrets and Confidential Information of Q.E.D.
b) During the course of this Agreement, Q.E.D. and the Client will disclose certain Confidential Information to
each other, including without limitation in the case of Q.E.D., information specifically relating to the System.
c)
The Client agrees not to sell, assign or distribute the System or any part thereof to any other person, firm or
corporation and shall use reasonable efforts to confine knowledge and access to the System only to its
employees who require such knowledge and access in the ordinary course and scope of their employment by
the Client.
d)
Any information disclosed by one party (disclosing party) to the other (receiving party) which the disclosing
party considers confidential shall be: (i) outlined in writing and marked "Confidential" by the disclosing
party; (ii) treated as Confidential Information of the disclosing party; (iii) used by the receiving party for no
purpose other than as provided in this Agreement; and, (iv) treated in a manner such that the receiving party
shall take all reasonable precautions to prevent the disclosure thereof to any third party including such
precautions said receiving party takes for protection of its own Confidential Information. The obligations set
forth in this Section 4(d) shall not apply, however, to any information which: (i) is already in the possession
of the public or becomes available to the public through no breach of this Agreement by the receiving party;
(ii) was in the receiving party's possession prior to receipt from the disclosing party, or (iii) is received
independently from a third party free to disclose such information to the receiving party.
e) All Confidential Information furnished by one party to the other shall remain the property of the disclosing
party.
THE CITY OF BOYNTON BEACH Maintenance Agreement Page 3 of 11
Both parties represent that they have the right to disclose the information disclosed under the terms of this
Agreement.
g) This Agreement shall govern all Confidential Information exchanged between the parties including all
information exchanged prior to the effective date of this Agreement.
h)
Q.E.D. retains the right to seek copyright protection for the Licensed Software or any copyrightable material.
The Client shall not remove any copyright or proprietary rights notice included in any materials furnished to
the Client in connection with this Agreement or the System Agreement.
i)
The Client shall not, unless specifically authorized under this Agreement or except for ordinary and
necessary backup purposes, use, make, or have made any more copies of the Licensed Software or any part
thereof than are delivered by Q.E.D. for the Client's use hereunder.
5. LIMITATION OF LIABILITY
In no event shall Q.E.D. be liable for any damages whatsoever caused by the Client's failure to perform its
responsibilities or for lost profits, incidental, consequential, or special damages with respect to the System. and
its use bY the Client or this Agreement even if Q.E.D. has been advised of the possibility of such damages.
6. ALTERATION BY CLIENT
Any attempts by the Client to alter the System shall be at the Client's sole risk and expense, and in no event shall
Q.E.D. have any obligation to support or maintain any alteration which is not distributed by Q.E.D. ired made a
part of the Licensed Software. Q.E.D. will consider providing support with respect to Licensed Software which
has been so altered, for an additional mutually acceptable fee, but only if the Client grants to Q.E.D. a perpetual,
royalty-free license to market the altered version of the Licensed SoRnvare. Q.E.D. shall not be responsible in
any regard and shall incur no liability for System failures or any nonconformance to System documentation
which occur as a result of any alteration so made by the Client and for which Q.E.D. has not agreed to provide
support and maintenance, and the Client assumes full responsibility for any liability arising from such
alterations. It is also specifically understood by the Client that by altering the Licensed Software, subsequent
Modifications or Enhancements of the Licensed Software and related documentation may be rendered unusable.
7. TERMINATION
a)
Q,E.D. may terminate this Agreement if Q.E.D. gives written notice to the Client specifying the Client's
failure to make payment when due and the Client fails to make such payment within ten (I0) days ai~er the
effective date of such notice.
b)
Either party may terminate this Agreement if the other party fails or defaults in the performance of any of its
material obligations under this Agreement (other than failure by the Client to make any payment when due)
and fails to cure or commence to cure such failure or default within thirty (30) days following the effective
date of written notice.
c)
Either party may also terminate this Agreement by written notice to the other, effective immediately upon its
having been given, if the other party shall file a petition in bankruptcy, shall be adjudicated a bankrupt, shall
take advantage of the insolvency laws of any state, territory or country, shall make an assignment for the
benefit of creditors, shall be voluntarily or involuntarily dissolved, shall admit in writing its inability to pay
debts as they come due, or shall have a receiver, trustee or other court officer appointed for its property.
d) Termination of this Agreement does not relieve either party of obligations to make any payments or perform
any services due prior to the date of termination.
e) Pursuit of any remedy hereunder or under applicable law by either party shall not prevent such party from
pursuing any other available remedy and shall not operate as an election of remedies.
f) Each party's obligation to protect the confidential nature of the System and other Confidential Information
under Section 4 shall survive any termination or expiration of this Agreement indefinitely.
THE CiTY OF BOYNTON BEACH Maintenance Agreement Page 4 of 1 I
MISCELLANEOUS
a)
b)
c)
d)
e)
r)
The parties agree that this Agreement and the System Agreement, including any Exhibits hereto and thereto,
and any submissions or proposals referred to in any of those Exhibits, constitute the entire agreement
between the parties in connection with the System and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, &the parties. There are no warranties, representations
and/or agreements between the parties in connection with the System, except as specifically set forth or
referred to in this Agreement or in the System Agreement.
g)
The waiver, amendment or modification of any provision of this Agreement or any right, power or remedy
hereunder shall not be effective unless made in writing and signed by the party against whom enforcement of
such waiver, amendment or modification is sought. The terms of this Agreement shall not be amended or
changed by the terms of any purchase order or acknowledgment even though Q.E.D. may have accepted or
signed such documents. No failure or delay by either party in exercising any right, power or remedy with
respect to any of its fights hereunder shall operate as a waiver thereof.
Any notice or other communication required or permitted hereunder shall be given in writing to the other
party at the address specified herein, or at such other address as shall have been given by either party to the
other in writing pursuant to this Agreement. Such notice shall be deemed to have been given when sent by
certified or registered United States mail.
This Agreement shall be subject to and interpreted in accordance with the laws of the Commonwealth of
Massachusetts.
If any provision of this Agreement or the application of any such provision shall be held by a tribu~ial of
competent jurisdiction to be contrary to law, the remaining provisions of this Agreement, and all other
applications of such provisions, shall continue in full force and effect.
All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto, and their successors and assigns and legal representatives, except that neither party may assign this
Agreement or any right granted hereunder, in whole or in part, without the other's prior written consent.
Neither Q.E.D. nor the Client shall be liable for any damages or penalty for delay in performance of its
obligations hereunder or for failure to give notice of delay when such delay is due to the elements, acts of
God, delay in transportation or any other causes beyond the reasonable control of Q,E.D. or the Client.
IN WITNESS WHEREOF, Q.E.D. and the Client have caused this Agreement to be executed effective as of
November 1, 2000.
Q.E.D.:
QUEUES ENFORTH DEVELOPMENT, [NC.
'~ bffv]d~B, riordon Date
Director, Public Safety Division
For the Client:
THE CI~ [lEACH
By: fName: / ~' ~Date
Title:
APPROVED~x 1 ; /'-- -I) :'.~ .,~AS TO.FORM:
THE
CITY
OF BOYNTON BEACH Maintenance Agreement, IX,./'~a,4,} ~-)~,v,l~~ 5 of 11
EXHIBIT A
TO
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
QUEUES ENFORTH DEVELOPMENT, INC.
AND
THE CITY OF BOYNTON BEACH
SYSTEM AGREEMENT
Agreement between THE CITY OF BOYNTON BEACH and QUEUES ENFORTH DEVELOPMENT, INC. for a Public
Safety software system.
THE CITY OF BOYNTON BEACH Maintenance Agreement Page 6 of 11
EXHIBIT B
To
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
QUEUES ENFORTH DEVELOPMENT, INC.
AND
THE CITY OF BOYNTON BEACH
LICENSED SOFTWARE
Q.E.D. Proorietary Applications Software:
CAD/Partner - Computer Aided Dispatching Software
POLICE/Partner- Records Management System
FIRE~Partner - Records Management System
E911/Partner - 911 Interface to CAD
MOBILE/Partner - Interface to CAD
CAD/Map
CRIMEINFO
Informix Products:
Informix IDS
Informix SQL
THE CITY OF BOYNTON BEACH Maintenance Agreement Page 7 of 11
EXHIBIT C
TO
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
QUEUES ENFORTH DEVELOPMENT, INC.
AND
THE CITY OF BOYNTON BEACH
FEE SCHEDULE
Fees for Term of Maintenance
Initial Term:
Software Maintenance:
November 1, 2000 - October 3 I, 2001
$ 34,330.00
Standard Rate Schedule
Consultation: $ 150.00
Training: $ 150.00
per hour plus expenses
per hour plus expenses
Travel and out of pocket expenses will be billed separately and are the responsibility of the customer.
THE CITY OF BOYNTON BEACH Maintenance Agreement Page 8 of 11
EXHIBIT D
To
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
QUEUES ENFORTH DEVELOPMENT, INC.
AND
THE CITY OF BOYNTON BEACH
DESIGNATED SYSTEM MANAGER (S)
NAME/ADDRESS
Doug Solomon
100 E. Boynton Beach Blvd.
Boynton Beach, FL 33425
Sgt. James Prestinari
100 E. Boynton Beach Blvd.
Boynton Beach, FL 33425
Dawn Jackson
100 E. Boynton Beach Blvd.
Boynton Beach, FL 33425
TELEPHONE NUMBER
561-742-6171
561-742-6100
561-742-6166
THE CITY OF BOYNTON BEACH Maintenance Agreement Page 9 of 11
EXHIBIT E
TO
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
QUEUES ENFORTH DEVELOPMENT, INC.
AND
THE CITY OF BOYNTON BEACH
ROUTINE MAINTENANCE TO BE PERFORMED
BY CLIENT
MAINTENANCE ACTIVITY
Required
Tape Backup of QED Licensed
any
Record any Error Message which will
be Referred to in a Maintenance Call.
Maintain the On-Line Site Trouble Log
Recommended
Tape Backup & Verification of Client Data
Update Tape Backup Log
Update Local Service Log
Maintain Console Printer
Clean Tape Drive Heads
Reboot System
Protect Root Password
FREQUENCY
At least every 14 days, Software and within 1 day of
maintenance work done on the system by a QED
Employee, and upon request by a QED employee.
On going
On going
On going
After every backup
After every service call
On going
At least every thirty (30) days
At least every two (2) weeks
On going
THE CITY OF BOYNTON BEACH Maintenance Agreement Page 10 of 11
EXHIBIT F
TO
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
QUEUES ENFORTH DEVELOPMENT, INC.
THE CITY OF BOYNTON BEACH
HARDWARE MAINTENANCE
(Not Applicable)
THE CITY OF BOYNTON BEACH Maintenance Agreement Page 11 of I 1