R97-154RESOLUTION NO. R97-/,~r~
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 FOR THE .PURCHASE,
INSTALLATION, AND MAINTENANCE OF GMS
WINDOWS 95 SOFTWARE BETWEEN THE CITY OF
BOYNTON BEACH AND GOLF MANAGEMENT
SYSTEMS, INC.; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City of Boynton Beach Municipal Golf Course is
upgrading the software utilized at the Golf Course from a DOS-based system
to a Windows-based system, for purposes of efficiency and greater
compatibility with software utilized throughout the City; and
WHEREAS, at the August 19, 1997, City Commission Meeting, the City
Commission authorized the purchase the software, and the accompanying
installation, training and maintenance services from Golf Management, Inc.;
and
WHEREAS, Golf Management, Inc. and the City of Boynton Beach must
execute a Purchase Agreement prior to installation of the GMS Windows 95
Software at the Municipal Golf Course; and
WHEREAS, the City Commission has determined that it is in the best
interests of 'the residents of the City for the City to enter into a purchase
agreement with Golf Management Systems, Inc. for the purchase of GMS
Windows 95 software and installation, training and maintenance services.
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
does hereby authorize and direct the Mayor and City Clerk to execute a
Purchase Agreement between the City of Boynton Beach and Golf
Management Systems, Inc. for the purchase of GMS Windows 95 Software, as
well as installation, training and maintenance services, a copy of said
agreement is attached hereto as Exhibit "A."
Section 2. This Resolution shall become effective immediately upon
passage.
PASSED AND ADOPTED this ,/~ day of September, 1997.
CITY OF BEA~ ;H, FLORIDA
Mayor
ATTEST:
wp~es~g.~ents\Golf Nla~ ~m~t ~tems
Vi Mayor
missi°oJ~r
Golf Management Systems, Inc.
ANNUAL SOFTWARE SUPPORT & LICENSE AGREEMENT
GOLF MANAGEMENT SYSTEMS software is licensexl to Customers only on
the condition that the Customer agrees to the terms set forth in this Agreement.
This Support and License Agreement applies to Golf Management Systemq and
Great Plains Software, software only.
PARTIES: This Agreement to license GMS soRware is between:
Name
Golf Management Systems, Ina
Address 12 DeAngelo Drive
Bedford, MA 01730
Phone # (617) 275-2320
Fax # (617) 2754918
(herein referred to as "GMS"), and
BoFnton Beach Municipal Golf Course
Address 8020 Jog Road
Boynton Beach, FL 33437
Phone # 561~969-2002
(herein referred to as "Custom~').
Initials Buyer
Recitals
GOLF MANAGEMENT SYSTEMS, Inc. is the licenser of certain computer
software (the "Software") to which Customer desires to obtain a license on the
terms and conditions contained harem.
In addition to the License Agreement described herein, Customer desires cer-
tain maintenance services described herein from Goff Management Systems to
support the Software on a year to year basis.
A~reement
SOFTWARE DESCRIPTION:
Point of Sale / Inventory Managemem / Credit Book / Gdt
Certificate / Handicap Management
TOTAL YEARLY CltARGE $1495.00
YEARS IN INITIAL TERM: 1 (Self Renewing; Year after Year)
BEGINNING DATE: October I 1, 1997
ENDING DATE: September 30, 1998
Normal Support day be~n.q at 8:30 A. lV[ local time.
Normal Support day ends at 5:30 P.M. local time. (Monday through Sunday)
Beeper support (Our staff attends to voice mail support line), 24 hours/day, 7
days a week
Additional on-site services at hourly fee of: $105.00.
Initials ~ GMS
Initials Buyer
TERMS OF THE AGREEMENT: This Agreement and Customer's obligation
to pay shall commence upon installation and shall remain in force for the Soft-
ware shown herein for 12 full calendar months. If the term commences on a
day other than the first day of a calendar month, then Customer shall pay, upon
the commencement date of the term, a pro rata portion of the fixed mount do-
scribed herein, Prorated on a per diem basis, and the Agr~ment shall com-
mence upon the first day of the calendar month next following the date of
commencement here of. Prior to the termination date, and Providing Customer
is not in default, GMS grants Customer an option to extend the primary period
of this Agreement for additional and successive 1 year terms, at the then pre-
vailing rotes, under the same terms and conditions as set forth herein, ff the re-
newal is not accepted by the Customer and payment not received prior to the
renewal date, this Agreement will have expired and no further support will be
given to Customer. Each succeeding support year shall commence on January
1st. The Agreement will automatically be renewed unless a letter requesting
termination of the Agreement is received by GMS within 90 days prior to the
termination date. ff Customer elects not to renew and then decides to renew at
a later date within the I year renewal period, the renewal period will be that pe-
riod originally offered to the Customer.
The annual mount will be invoiced and is payable in advance. On following
years, the:annual amount will invoieed on Septeml~ 15th, and due upon re-
ceipt. Inthe second year of the contract, a prorated amount will be invoiced for
the period of months in the first year of the contract. (i.e.. If installation is
done in first week of June, and:the annual charge is $1000.00 annually, the
second yem would be a six month invoice or $500.00.) The third year would be
the full annual amount of $1000.00.
Notwithstanding anything herein to the conWary, the parties agree that mainte-
nance fees charged to the Customer commence commence upon installation.
Thereafter the total maintenance fees for the first year of the term of the Agree-
merit shall be aS shown on page 1 listed as total yearly charge. Additional serv-
ices not cOVered by this agreement will be billed at the rates shown on page 2.
This increase ~'nOt exceed 10% per year.
SOFTWARE SUPPORT: Sothztare Support is basically any communication be-
Srfftware. The term Soflvrare Support as used herein shall only designate the
GMS Software ,support services rendered in response to Customer's requests
f~or~a~ with ~ normal operation and functioning of the latest released
Soliware; such definition shall not include, and Customer shall not be charged
for any software support services rendered by GMS arising out of any failure of
the software to perform as warranted herein or any error in the software
documentation.
Initials ~GMS
Initials Buyer
Software support shall include the foilowine:
1) Visits by the Customer to GMS facilities.
2) Special efforts conducted by GMS personnel at Represent-
ing Resellers facilities resolving the customer's request.
3) Phone communications by GMS either voice or modem. Requirements of
phone support: Prior to calling GMS, the Customer is requested to
have completed the following:
a) Activated the gateway with a 28,800 Baud or faster modem
by otherwise using communication software provided by
GMS.
b) Secured a phone so tho~_ the operator of the computer
may commurdmte the nature of the problem to GMS
c) Secured a reference manual and Ibc, ate appropriate section.
d) Operated computer to the point of f~ure if possible.
Customer shall be entitled to receive unlimited support each month. CaMS will
support the Sof~ware as indicated on page two, East Coast Time. Customer
agrees that at least one person at all times will be trained in DOS and/or Win-
{tows 95 and be on-site. Additional on- site support rendered directly by GMS
will billed by GMS at the rote of $105.00 per hour.
COMPATIBILITY TO GREAT PLAINS SOFTWARE (Gl>S): GMS will
maintain compatibility to GPS's latest software release only. Therefore cus-
tomer agrees to purchase and convert to GPS's latest version whenever it is
needed to maintain compatibility, ff applicable.
OWNERSHIP: GMS retains full ownership of the software. In the event of
any unauthorized useof the sofavare GMS reserves the right to repossess the
software and terminate this agreement.
TERMINATION: GMS may terminate it's obligations required under this
Agreement regarding maintenance of the Software upon 30 days' prior written
notice of default to Customer, provided such default has not been cured within
such 30 day perio~L Customer may terminate this Agreemellt as respects lla~in-
tenance obligations upon 30 days' prior notice of GMS's default, provided such
default has not been cured within a reasonable period not to exceed 30 days, or
upon 30 days' notice prior to the end of the applicable term of this Agreement.
As respects the software license contained herein, this license is perpetual.
Initials MS Initials
Buyer
LICENSE: GMS hereby grants to Customer a non-exclusive, license m use and
reproduce for backup ~s only, the Sot~are delivered
COPYRIGHT NOTICES AND LEGENDS: The Software is copyrighted by
Goff Management Systems, Inc. The Customer agrees not to remove any copy-
right notices or any confidential or proprietary legends from any software
COPIES OF SOFTWARE: The Customer may not copy, in whole or in part,
the GMS programs, documentation, or related materials provided by GMS in
magnetic, machine readable or printed form.
RESTRICTIONS ON USE: This Agreement authorizes the Customer to use
the GMS programs in machine readable form only on the computer network
system designated elsewhere in this Agreement. A separate Agreemem is re-
quired for each system on which the Software is to be us ecl The Customer may
not use the Sol.are or any part thereof on any equipment other'than the desig-
nated computer system. Neither the license granted under this Support Agree-
ment nor the Software to which it applies may be assigned, licensed, subleased
or otherwise transferred by the Customer.
NONDISCLOSURE: The Customer agrees not to provide, disclose or other-
wise make available any of the Software to any person other than the Customer
or its employees for purposes necessary to the Customer's use of the GMS Soft-
ware as authorized herein. The CuStomer further agrees that all copies of Soft-
ware will be strictly safeguarded against disclosure to or use by persons not
authorized by GMS to use such Software and that the Customer will use best ef-
forts to take such steps as are necessary to ensure that the provisions of this
Agreement are not violated by any ,employee of the Customer. The Customer
recognizes that any unauthorized copying or disclosure of the Software will
cause great damage to GMS and ~ this damage may greatly exceed the leas-
ing fee paid by the Customer and that injunctive relief may be appropriate to
prevent such unauthorized copying or disclosure.
SOFTWARE MAINTENANCE SERVICES: The moi~ntenance and support
services ~ herevdth shall include the services required in the "SOFT-
WARE SUPPORT' section, and .shall also include GMS' best efforts to
the use of the
c~msed by
newest version of each
is release& If t
Agreement,
twenty percent of the
second, and five
errors appearing through
~e liable for any program errors
of the Softwa~kstomer
receive the
after such newer version
to purchase a Software Maintenance
~imy ~ the software at the rate of the
first year, fifteen percent the
Initials Buyer
WARRANTY AND LIMIT OF LIABILITY: GMS warrants that the Software
shall perform according to the Software manuals. Except as stated above, GMS
disclaims any and all warranties of merchant ability and fimess for a particular
use. In no event shall GM be liable for any indirect, consequential, or special
damages in connection with or arising out of the existence, furnishin~ failure
to furnish, or use of the Software and/or related material and/or device.
SEVERABILITY OF PROVISIONS: If any portion or provision of this Agree-
ment is held invalid or unenforceable by any court or law or equity, such provi-
sion shall not invalidate or make inapplicable the other provisions of this
Agreement.
COPYRIGHT INDEMNITY: GMS represents and warrants that it has. suffi-
ciera right, title, and interest in the Software to enter into this Agreement, that
the Software does not infringe on any US. copyright, and that the Software does
not violate the trade secret rights or other proprietary rights of any third party.
ACCEPTANCE:
Having the appropriate authority to act on behalf of the "Customer", my signa-
ture thereunder signifies that the Customer agrees to the terms and conditions
of the GMS Support and License Agreement as set forth herein and enclose
payment as specified in this Agreement.
Acceptance of this Agreement will entitle the Customer to the latest released
version of the Software.
CLIENT NAME:
ADDRESS:
Boynton Beach Municipal Golf Course
8020 Jog Road
Boynton Beach, FL 33437
TITLE: ,'/~/,~,q~
FOR ;
CITY AT~CR~ ~Y
ACCEPT~[: Gol~agement Systems, Inc.
Daniel R. Sharry~ Vice Pr~esi~iSales & MarketiTg' ~'
PURCHASE AGREEMENT
Golf Management Systems, Inc.
12 DeAngelo Drive
Bedford, MA 01730
Phone: 617-275-2320
Fax: 617-275-4918
Boynton Beach Municipal
Golf Course
8020 Jog Road
Boynton Beach, FL 33437
Phone: 561-969-2002
Agr~ent
Products & Servic.~s
Training & Installation
Manufacturer's Warranty
Product Quality Warranty
Pre & Post Installation
Servic~ Desodptions
Telephone & Remote Dial-Up
Support
GMS Respons~ilities
~ROM : Panasonic FAX SYSTEM PHONE NO. : Aug. 07 i997 10:35AM P2
Boynton Beach Municipal Golf Course
8020 Jog Road
Boynton Beach, FL 33437
July 9, 1997
GMS WindowsgSSoftware:
Pre Shop Olx~fior~ (tnclu~)
Point of Sale
Inventory Control
Cr~t ~k
O~ ~e
T~ ~e ~o~
M~s~ ~e
hmlud~l
Annual Support
(Include~ 24 Hour, 7 da), a week
telephone & modem support ph~
yearly upgrade)
Total
Plus shipping and applicable ~,l~ tax
$1,495.00
~,.u~mdlza~a~i_~ Bfl led _Ct~l
Hardwat~ & 8ot~tre - 4 Houra ( F. atin~t~)
File Conversion / Data Input - quoted per indiv',~_._~l r~lU~
Point of Sale- 8 Hours ( Estimate )
Handicap Mana~ - 4 Hours ( E,~imatv )
APG C~h Di~twer
Star SP 300 Rec~ Prier
lC Verify Credit Card Verification
Single User
Mu~l User
$6~0.00
AGREEMENT
Goff Course agrees to purchase and Golf
Management Systems (GMS) agrees to sell the
products and services listed in the "Products &
Services" section of this agreement according to
the terms and conditions contained herein:
1. GMS agrees to deliver to Golf Course
the products and services listed in the
"Products and Services" section of this
agreement in accordance with the
schedule listed in '`Training and
Instailotion Schedule" section of this
agreement.
2. Goff Course agrees to compensate GMS
at thc rote of $I05/hr for time spent in
the rendering of on-site support and
service beyond the hours listed for
training and installation in the
"Training & Installation" section of this
agreement. GMS will invoice goff
course and goff course agrees to pay
within ten (10) days of receipt of
invoice.
3. Attachments that are part of this
agreement:
"Products & Services"
"Training & Installation Schedule"
4. Buyer a~ees to pay GMS in the
followin~ increments: ~
· ~ nereent (50%) of Software,,
Hatltware arid Annual Support
-
· Balance of Sofiware~ Hardware,
Anm~d Support~ Installation and
Trainin~ due upon delivery and
instaflation.
ACCEPTED
Golf Management Systems, Inc.
12 DeAngelo Drive
Signature
T '
Boynton Beach Municipal Golf Course
8020 Jog Road
Boynton Beach, FL 33437
Signature
Title
Date
Initials
TRAINING & INSTALLATION
Installation: October 1, 1997
Training: At golf course
Point of Sale / Inventory Control / Credit Book /
Gift Certificate / Membership Database /
Handicap Management
TRAINING - System Overview
· Structures
· Security
· Menus
· Utilities
· Setting up Pro Shop inventory
· Setting up Pro Shop services
· Addin~o: changing, deleting items
· Pro shop trainin~ transactions
· Printing standard reports: history, usage
· End-of-day procedures
· Closing a period: month end, year end
· What ifs (minor problem solving)
· Creating custom reports
TRAINING = Handicap Management
· Steup- players, courses
· Data t Score entries
· Reports / Score cards / Cart signs
MANUFACTURER'S WARRANTY
Includes: All Products listed in the "Products &
Services" seetion of this agreement are warrantable
by the manufacturer. GMS agrees to honor all
warranties to the ext~t stated by the manufacturer
for a Reseller. This warranty is a 1 year :return tn
depot warranty except where covered by the
Product Quality Warranty. On-site service for
product warranties beyond or excluding GMS'
product Quality Warranty will be charged at the rate
stated in the attached proposal for installations and
training. GMS will not be responsible for delays by
the manufacturer or service organization in the
repair or replacement of cmntxments under
warranty. GMS is not finandalty liable for loss of
data, loss of information, or downtime in the event
of product failure.
QUALITY WARRANTY
Includes: Free return to depot wananty repair work
and/or exchange service for defective products listed
in the "Products and Services" section of this
agreement if.' the products are installed by a
representative of GMS and the product is deemed
defective, by a representative of GMS, as a result of
normal use, and such defect appears within 30
bus/ness days of installation_
PRE & POST INSTALLATION
CONSULTING
Includes: Pre-Installation within one week of the
accoptance of the agreement, a complete installation
plan is developed including specific cabling and site
requirements and a description of the installation
process. Membership profile and inventory file
creation responsibilities, as well as on-site staff
participation will be determined. This priori
planning also provides an oppommity to re~mma and
clarify the fnn~tionality of the hardware and software
on the system. Golf Management Systems will also
confillll the dat~ folr installation and training and
responsible f~ ~11 implementation limeta~es.
Includes: One week after installation, the system is
evaluated by the client who provides feedlmc~
regarding the quality and quantity ~f services, the
performance of the system and its components,
Unresolved issues or problems ff any, are discussed,
documented, and a dated plan for resolution is agreed
SERVICE DESCRIPTIONS
Additional on-site support is an ongoing service that
includes: trouble shooting, complete system
failure/recovery assistance, training additional
personnel, and the labor revolved with swapping out
defective components. This service is charged at
prevailing rates.
TELEPHONE & REMOTE DIAL-UP
SUPPORT
(PLEASE READ CAREFULL Y)
Includes: Telephone trouble shooting and support
which may be completed via telephone.
Includes: Remote dial-up via the latest version of
PC Anywhere, by which GMS will log-in to a
workstation and trouble shoot problems. GMS
requires that a copy of the PC Anywhere software
and a modem with minim~ 28.8 BPS be connected
to a personal computer on the system duhng on-line
Telephone and remote dial-up support will be offered
daring GMS' normal business hours.
GMS/BUYER RESPONSIBILITIES
GMS recommends that you have at least 50
megabytes of disk space free at all times. GMS
is not responsible for data lost from runnino
out of disk space, user error, or from conflict
with other DOi~Windows based proRrams
and/or utilities,
This contract confirms that the buyer
understands that Golf Management System is a
turnkey system, meaning that ~mr system shouM
contain only Golf Management Systems'golf
softmare. Any other sofcceare may be added only
by notifying GMS and getting the proper
authorization.
Buyer underslhands that we do tu~ eamnm~ ~a~
att pre-raffled per/phera/s (pr/~ers, compmers,
so~,,are, et~ I will operate on the ne~mtt we
install.
Buyer understands that the support indicated in
the contract is only valid ffyou abide by the
following: make daily baclmps, have fifty
m~egabytes of fr~ space on your hard drive, and
~nly approved sofm~are on your system.
GMSt~ ~J Initials Buyer Initials