R95-004RESOLUTION NO. R95-~
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE A PROPOSAL AND
AGREEMENT BETWEEN THE CITY OF BOYNTON
BEACH AND RISK & SAFETY SOLUTIONS FOR
COMPVISION SOFTWARE, AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, upon recommendation of staff, it has been
determined that it would be in the best interests of the
citizens and residents of the City of Boynton Beach, Florida
to enser into a Proposal and Agreement with Risk and Safety
Solutions for COMPvision Software, which will provide software
for workers' compensation claim management, experience mod
projection and calculation, OSHA log production,
classification direction and cost analysis, as well as
installation and training.
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 Proposal and Agreement between the
City of Boynton Beach and Risk & Safety Solutions for
COMPvision Software, a copy of said Agreement being attached
hereto as Exhibit "A".
~ That this Resolution
effective immediately upon passage.
shall become
PASSED AND ADOPTED this /.~ day of January, 1995.
CITY OF BOYNT~N BEACH, FLORIDA
Mayor ~
Vice Mayor
Mayor
Commi s s loner
ATTEST:
CityJ~lerk
(Corporate Seal)
Commissioner
Authsig.doc
Risk,Safety
1/12/95
SOLUTIONS
PROPOSAL
on
AND
Software
AGREEMENT
PROPOSAL SUBMITTED TO:
City of Boynton Beach
P. O. Box 310
Boynton Beach, FL 33425
DESCRIPTION OF PRODUCT AND SERVICES:
e
COMPVision Computer Software for workers, compensation
claim management, experience mod projection and
calculation, OSHA log production, classification
direction and cost analysis.
InstallatiOn of software, setup of company information
and personnel training.
Data entry of claims for four years and production of
reports.
Availability of annual'Updated rates, classifications and
program modifications.
9UO~E FOR PRODUCT AND SERVICES:
3.
4.
5.
COMPVision Computer Software ..... $3,495.00 GOLD
Additional States @ $250 each
Florida Sales Tax--_... ...... 244.65
Installation and Training'.. .[[. 500.00
Entry of Claims (Per Day) ......... 350.00
Annual Update .................... 695.00
Vision,er MaxMate Scanner ........ 495.00
We hereby p~opose to furnish product and services coup~ete in accordance with
above spocifica%ions. All product guaranteed to bo as specified. Any alteration
or deviation f..r~mptoposa! ~nvolving ex~ra costs wi1! be executed upon written
orders and- will bocom~ an extra charge over and above the proposal. All
agreements~e°ntingent upon strikes, accidents or delays beyond our control.
Date AuthOrized Signature Title
Acceptance of this Proposal - The above prices, products and services
satisfactozT and are hereby accepted. You are authorized-~opFovide the product
and services as specified.
Date Authorized Signature Title
6101 CLUBSi0E Detvb * ~ F~ 34243 * (813) 358-0205 * FU (813) 35S-8763
TERI~ ~,~D CONDITIONS
1. Price of Goods. There shall be added to the price shown, the amount of sales, use or
other taxes however designated, levied or based on such prices or on this agreement or
sales or use of the property sold hereunder (thereinafter the "Goods"), including state and
local privilege or excise taxes based on gross revenue and any taxes or amounts in lieu
thereof'paid or payable by Seller in respect of the foregoir however of taxes,
based on net income. Any personal property taxes assessable on from the date
of acceptance of the Agreement shall be borne by the Customer.
2. Title Hel~by Seller. Envision Software, Inc. maintains to software.
Upon breach of return all copies,
manuals and lished, ~ as distributors for
Envision So.ftwa Inc.. r shall thereupon delete all ~ Envision Software,
Inc. software it's hardware. License to software anyone not
a party to thi reement without the written consent
3. Risk of Loss. All risk of loss or destruction of or damage to all or part oi~he
software by reasons of theft, fire, water or any other cause shall pass to Customer.
delivery of the software to the Customer, and the occurrence of any such casualty
relieve the Customer from making payments of the balance of the purchase price.
4. Installation of Software. Unless a specific fee is set forth on the face hereof, all
items are sold without installation. If an installation is charged, the Customer is to
provide a suitable installation environment as specified by Risk!& Safety Solutions. Customer
shall not transfer or mOve software from the address set forth on the face hereof withOut
written consent.of Risk & Safety Solutions, or payment in full of all balances due.
5. Software. Software is sold 'as is". Envision Software, Inc. and Risk & Safety
Solutions does not warrant and specifically disclaims any warranty of merchantability,
fitness for a particular purpose or otherwise with respect to any modification or
configuration of software as may be requested by the Customer.
6. Disclaimer and Limitations of Liability.
A. Risk a Safety Solutions' liability to the Customer for any loss, damage or
expense of any kind resulting from, but not limited to the software, or any defect therein,
the use or maintenance thereof, any servicing or adjustment thereto, response time, repair
time, repeated software malfunction, negligence or any other cause whatsoever including
inaccurate classification descriptions and r~tes, regardless of the form of action, whether
in tort- or in contract, shall be limited to repair or replacement of the software, and
limited to the actual charge listed on the face of this agreement without interest.
B. Risk & Safety Solutions will in no event.be ii&bls for lost profits or other
consequential damages even if Risk & Safety Solutions or it's representatives have been
advised of the poSsibility of such damages or for any claim against the customer by any other
party.
C. Risk a Safety Solutions will in no event be liable, for any loss, damage or
expense of any kind re~lting from Envision Software, Inc. or any of it's employ~---~.,
representatiVe~, distributors or sales persons rendering technical or other advice ir
representation inconnection with the performance of computer software or hardware, ori jy
combination thereof, or any workers' compensation representation, unless it is specifica~'£y
contained in thisiagreement..
D. : No action, regardless of form, arising out of this agreement may be brought by
either party mOre than on~ (1) year after the cause of ac=ion has arisen.
7. Remedies 1 Default. Failure of Customer to perform it's obligations hereunder
including, ration, payment in full of the purchase price for the software, or the
insolvency, assignment for the benefit of creditors, or dissolution, liquidation
or winding of Cust~ner shall constitute a default under this Agreement,
and shall afford & Safety Solutions the right to immediately recover the software,
without notice to the stomer, in addition to all remedies affordable by law.
8. Place of Payment. Ail payments made by the Customer under t.he terms of this Agreement
are to be made to Risk & Safety Solutions at 6101 Clubside Drive, Sarasota, Florida 34243.
9. Attorney's Fees. In the event it becomes necessary for Risk & Safety Solutions,
Envision Software, Inc. or the Customer to enforce the terms and conditions of this
Agreement, including disclaimers and limitations of liability, the prevailing party shall be
entitled to recover all of it's costs incurred including reasonable attorney's fees in all
manner of collection and in trial and appellate levels.
(2)
10. Inability to Perform.
be r~quired to perform it's obligations under this Agreement, or be liable for it's fa]
to ~erform, if nonperformance is caused by an Act of God, war, civil disturbance, stz
work stoppage, transportation, unavailability of software, contingencies, power fail~
laws, regulations, ordinances, acts or orders ofany governmental agency or official thez
or any cause not within the control of Envision Software, Inc. or Risk & Safety Soluti
Envision Software, Inc. and Risk & Safety Solutions shall not
lure
ike,
~es,
-~of,
~ns.
11. Payments Non-Refundable. Ail payments and deposits made by Customer to Risk & Sa
Solutions as set forth in this Agreement are non-refundable and shall be constitutl
damage in the event of Customer's default.
12. Validity of Agreement. If any provision or provisions of this Agreement shall be
to be invalid, illegal or unenforceable, the validity, legality and enforceability of
remaining provisions shall not be affected or impaired thereby.
13. Entire Agreement. The Agreement contains the entire Agreement between the par
hereto. No promise, representation, warranty or covenant not included in this Agreement
been or is relied on by either party. Each party has relied on its own examination of
Agreement and the provisions hereof, and the counsel of its own advisors. The failur
refusal of either party to inspect the Agreement or other documents or the failure to o~
legal or other advice relevant to this transaction constitutes a waiver of any objecti
contentions, claims that might have been based upon such reading, inspection or advice
modification or amendment to this Agreement shall be of any force or effect unless exec
by the Customer and authorized representative(s) of Envision Software, Inc. or Risk & Sa
Solutions. This Agreement is not assignable by the Customer without the prior written con
of Envision Software, Inc. or Risk & Safety Solutions.
~ety
as
eld
the
:ies
has
:his
! or
:ain
)ns,
. No
2ted
.:ety
;ent
14. Cancellation. This Agreement may be canceled at any time by either party with th rty
days written notice. In the event of cancellation, Customer shall return to Risk & Sa!ety
Solutions all software materials listed in this Agreement and sign a letter of destruction
stating that all copies of Envision Software, Inc. software have been deleted from its
system.
(3)