R94-57RESOLUTION NO. R94--~
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AWARDING THE BID FOR PENSION SOFTWARE
VENDOR CONTRACT TO ELLEN A. SCHAFFER IN
THE AMOUNT OF $47.150.00, WITH THE COST
TO BE DIVIDED BETWEEN THE POLICE PENSION
TRUST FUND, FIREFIGHTERS PENSION TRUST
FUND AND GENERAL EMPLOYEES PENSION FUND;
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE A CONTRACT BETWEEN
THE CITY OF BOYNTON BEACH AND ELLEN A.
SCHAFFER ON BEHALF OF THE GENERAL
EMPLOYEES PENSION PLAN; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, proposals were accepted by the City for the purchase,
installation and training of a Pension Administration computer
system - hardware and software; and
WHEREAS, the City Commission of the City of Boynton Beach,
upon recommendation of staff, has deemed it to be in the best
interests of the citizens and residents of the City to award the
bid to ELLEN A. SCHAFFER as the most responsive and responsible
bidder meeting specs.
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, hereby awards the bid to ELLEN A. SCHAFFER, as the
most responsive and responsible bidder meeting specs, and
authorizes and directs th~ Mayor and City Clerk to execute a
Contract on behalf of the General Employees Pension Fund between
the City of Boynton Beach and ELLEN A. SCHAFFER, which Contract is
attached hereto as Exhibit "A".
Section 2. This Resolution shall take effect immediately
upon passage.
/~ day of April 1994.
PASSED
AND
ADOPTED
this
ATTE ST:
Cit~ Clerk ' ~-~
(Corporate Seal)
Commissioner
LICENSE AGREEMENT
Agreement by and between Ellen A. Schaffer, a sole proprietor, located at 339 N.W. 99 Way, Coral
Springs, Florida 33071, herein referred to as "Licensor," and
The City of Boynton Beach, Florida
,a municipal corporation
of the State of Florida , having its principal offices at
100 E p.,....,-,~-,...-, ri=o,.*, n~,,,~ = ....... =^~_~. ~,, .hereinafter known as "Licensee,"
made and entered into as of and dated the ~ ff day of ~ 1994
WITNESSETH:
WHEREAS Licensee desires to acquire a license and Licensor desires to supply a license to use the
proprietary computer software system or systems which includes system programs, source code if source
code is purchased, and documentation of Licensor, hereinafter known as the "SYSTEM". NOW,
THEREFORE, for and in consideration of the'covenants and promises, here in after recited, it is agreed
and understood as follows:
GRANT
Licensor grants to Licensee a non-assignable, non-transferable, non-severable, non-exclusive right and
license to use the SYSTEM subject to the terms herein. This grant shall include the fight to use the
SYSTEM only.at computer facility location(s) here in after specified. It is acknowledged between the
parties that nothing herein shall be construed to prohibit the transfer and assignment of the SYSTEM to
any successor in interest to Licensee which is in the nature of a retirement system for the employees of
X.~he City nf -6~yni-m~ ~o.~ o,~ . For the terms of this Grant and License,
it is further acknowledged that Licensee shall have the right to change the software source code at the
specified computer facility location if the source code was pumhased under this agreement as described
in the PERMANENT LICENSE section of this agreement.
TITLE, RISK OF LOSS, AND NON-ASSIGNABILITY
Title to the SYSTEM, all property rights there'm and all materials supplied to Licensee under this
Agreement shall remain the sole property of Licensor. After delivery of the SYSTEM, Licensee shall
be solely responsible and bear all risk of loss and damage except to the extent caused by negligence of
Licensor. This license to use the SYSTEM hereunder is personal to Licensee and Licensee shall not
transfer, sublease, assign or deliver the SYSTEM or such license to another without the prior written
consent of licensor, except as otherwise provided in the GRANT above.
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PROPRIETARY INFORMATION, NON-DISCLOSURE, AND DUPLICATION
It is expressly understood and agreed that the SYSTEM is proprietary to Licensor. To the extent
allowable by Florida law, Licensee agrees to maintain the SYSTEM, including system programs,
documentation, modifications and conversions, in strict confidence for Licensor. To the extent allowable
by Florida Public Records Law, Licensee agrees to not disclose, proliferate of duplicate, nor to allow
to be disclosed, proliferated of duplicated, the SYSTEM. Licensee agrees to take all reasonable steps
to insure that no unauthorized persons shall have access to the SYSTEM, subject to the limitations
imposed by Florida Public Records Law.
INDEMNITY
Licensor shall indemnify and hold Licensee, its agents and employees, harmless from any loss, damage
or liability, for infringements of any United States patent right or copyright or misappropriation of trade
secret with respect to the use of the items delivereff'hereunder; provided Licensor is promptly notified
m writing of any suit or claim against Licensee and further provided that Licensee permits Licensor to
defend, compromise or settle the same and gives Licensor all available information, reasonable assistance
and authority to enable Licensor m do so. Licensor's indemnity as to use shall, not apply m any
infringement artsing out of use in combination with other items where such infringement would not have
occurred under normal use for which the SYSTEM was designed. Licensor warrants that the SYSTEM
ts nota patent copyright infringement or misappropriation of trade secret.
SCOPE OF USE
Only one copy of the SYSTEM need be licensed for use at any location regardless of the number of
CPU's installed at that location. For the use of the SYSTEM at more than one location, one copy of the
SYSTEM must be licensed for each additional location Notwithstanding the foregoing, Licensee shall
have the option to temporarily move the SYSTEM to a separate location, without incurring any fees
under this paragraph, in the event of machine failure, power outage, or other emergency.
LIABILITY
Except as may be provided otherwise herein, Licensor shall not be liable for any loss or damage claimed
to have resulted from the use of the SYSTEM provided hereunder, except for loss or damage resulting
from the negligence of Licensor. In no event shall Licensor be liable to Licensee for damages or for
any claims that might arise m6re than two years after the cause of acti'on accrues.
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PERMANENT LICENSE
The SYSTEM is available on a permanent license basis for a one-time fee as computed in accordance
with the following schedule. The duration of a permanent license to use the SYSTEM is perpetual.
PRODUCT FEE
Pension Administration Software
$ 45,550.00
Source code for Pension Administration Software $ 1,600.00
LOCATION
Licensee agrees to take the SYSTEM for use at the folloWing computer facility location:
'~ 100 E. Boynron Beach Blvd., Boynton Beach, FL
TAXES
Licensee shallreimburse Lice~or ~rany taxes that arelawfully ~mposed on Licensee's use ofthe
SYSTEM.
PAYMENT
Payment for the use of the SYSTEM is due according to this payment schedule:
$ 18,220.00
upon finalization of specifications needed to commence
programming (40%)
$ 18,220.00
upon installation of working SYSTEM per specifications,
including preliminary documentation and training (40%)
$ 9,110.00
upon installation of final and complete SYSTEM,
including complete documentation and training (20%)
$ 1,600.00
upon delivery of complete SYSTEM source code and source
code documentation, if purchased.
CANCELLATION
The LICENSEE can cancel this contract due to nonperformance of LICENSOR. In this event, the
LICENSEE will be refunded the remaining portion of the last progress payment made to LICENSOR
after LICENSOR deducts compensation for software purchases made and work performed on behalf
of LICENSEE at the rate of $45.00 per man hour, and, the LICENSEE would not be obligated to
make any future payments to LICENSOR under this contract. LICENSOR promises to keep accurate
records of expenses and work performed and to make them available to LICENSEE upon request.
WARRANTY
The SYSTEM is distributed on an "AS IS" basis. Notwithstanding the foregoing, Licensor warrants that
the SYSTEM will perform according to the general specifications of the appropriate detail User Manual.
If the Licensee modifies the system programs or source code of the SYSTEM, this warranty is null and
void.
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SUPPORT
For a period of one year following the installation of the final and complete SYSTEM Licensor will
provide free telephone support, prompt problem resolution, and training for the SYSTEM to Licensee.
At the expiration of this period, an extended support contract can be purchased from Licensor.
ATTORNEYS FEES AND COSTS
In the event suit is brought by either party concerning the enforcement of interpretation of this agreement
that the prevailing party shall be entitled to reasonable attorneys fees and court costs.
VENUE
Any suit concermng the interpretation or enforcement of any proxasions of this agreement shall be
commenced in Palm Beach County, Florida.
EN'I'~IE AGREEMENT
The foregoing terms and conditions of this Agreement shall prevail notwithstanding any variations from
the terms and conditions of any order submitted by Licensee.
This Agreement will be governed by the laws of the State of Florida.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior proposals, negotiations, and communications, (oral or written), between
the parties with respect to the subject matter hereof, and no deviation from these terms and conditions
shall be binding unless in writing and signed by the parties.
ELLEN A. SCHAFFER
(Licens~ ~ __
City of Boynton Beach~
(Signature) P'
Edward Harmening
(Name)
Mayor
(Title-)
Florida
BM
(Signature)
(Name)
(Title)
(S~nature)
Suzanne Kruse
( Name )
_City Clerk~
( Title )
By
(Signature)
(Name)
(Title)
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