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RESOLUTION NO. 95-98
A RESOLUTION OF THE CITY OF DANIA, FLORIDA,
APPROVING THE AGREEMENT BETWEEN COMPUTER
CENTER SOFTWARE AND THE CITY OF DANIA IN THE
AMOUNT OF $35,520.00 FOR MIGRATION OF EXISTING
MUNIS COBOL PRODUCTS TO THE MUNIS 4GL PRODUCTS,
j INCLUDING LICENSE AND SUPPORT, TO ACCOMPLISH
YEAR 2000 COMPLIANCE; FURTHER, PROVIDING FOR AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA, FLORIDA;
Section 1. That that certain Agreement between Computer Center Software and the City
of Dania in the amount of$35,520.00 for migration of existing Munis Cobol products to the
Munis 4GL products, including license and support, to accomplish year 2000 compliance, a
copy of which is attached hereto and made a part hereof as Exhibit"A", be and the same is
hereby approved and the appropriate city officials are hereby directed to execute same
Section 2. . That all resolutions or parts of resolutions in conflict herewith be and the
same are hereby repealed to the extent of such conflict.
Section 3. . That this resolution shall be in force and take effect immediately upon its
passage and adoption.
PASSED AND ADOPTED THIS 23RD DAY OF JUNE 1998.
�.,;._. Cam'
MAYOR-COMMISSIONER
ATT
L_�k�z �
CITY CLERK-AUDITOR
APPROVED AS TO F RM AND CORRECTNESS:
/-,
CITYAMRNtY
RESOLUTION NO. 95-98
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AN AGREEMENT BETNF.EN
COMPUTER CENTER SOFTWARE and CITY OF DANU
FOR THE MIGRATION OF THE EXISTING MUNIS COBOL PRODUCTS
TO THE MUNIS 4GL PRODUCTS
Agreement made this _ day of_ _ 1997 between COMPUTER CENTER
SOFTWARE, a Maine Corporation, %vilh offices at 370 U.S. Route 1, Falmouth, Maine 04105,
(Licensor), and the CITY OF DANIA. with its principal offices at 100 W. Dania Beach Blvd.,
Dania, FL 33004(Licensee).
I. SCOPE
WHEREAS, Licensor has developed a new generation of applications products named "MUNIS
4GL';
WHEREAS, Licensee has had an opportunity to review the new application products and Licensee
desires to replace it's License for MUNIS Cobol Products with a License to use the MUNIS 4GL
products;
THEREFORE, in consideration for the mutual agreements hereinafter set forth, both parties agree
as follows:
II.LICENSES
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Ownership of the Soilware products listed in Exhibit I shall remain with the Licensor,the Licensor
grants License to the Licensee to use these products according to the terms of the Licensor's Annual
Support and Licensing Agreement (Exhibit 2). Licensee acknowledges that the license rights
granted under Exhibit 2 are a replacement of, and not an addition to, any existing or prior License
Agreements between the parties.
I11.PRICE
The total financial obligation of the Licensee to the Licensor for the delivery of the software
products and services listed in Exhibit I shall be $35,520 (Thirty-five Thousand Five Hundred
Twenty Dollars). The price shall be payable by the Licensee to the Licensor as provided in Section
IV hereof. All applicable sales tax, use tax or excise tax shall be paid by the Licensee and shall be
paid over to the proper authorities by the Licensee or reimbursed by the Licensee to the Licensor on
demand in the event that Licensor is responsible or demand is made on the Licensor for the payment
thereof. If tax exempt,Licensee must provide the Licensor with their tax exempt number or form.
Additional related services not specified on Exhibit 1, will be billed at the then current rate for the
service,as they are incurred.
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y� aJ'01 1IBIT
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IV. PAYMENT TERMS
1 Upon acceptance and signing of this Agreement, Licensee will rent to Licensor a payment equal to
$6,000(Sir Thousand Dollars)which represents the conversion fees listed in Exhibit 1.
Upon installation of MUNIS 4GL products, Licensee will remit payment to Licensor equal to
56,100(Six Thousand One hundred Dollars),which represents the total due for the Amoral Support
and Licensing Agreement attached as Exhibit 2. In addition, Licensee shall remit payment for the
cost of any Development Tools,'Database Soltvare listed on Exhibit 1.
All oilier services listed on Exhibit 1, shall be invoiced as delivered and shall be due and payable
upon receipt of the invoice.
V. WARRANTIES OF LICENSOR
A) Licensor warrants that all Software products delivered pursuant to this Agreement are free
from defect in materials or workmanship and further agrees to correct promptly and without
additional charge any defect that it is notified of as long as the Licensee maintains a current
Annual Support and License Agreement with the licensor.
The Licensee acknowledges that this warranty is limited to Software products installed and
used on the Licensee's computer system listed in Exhibit 2. Licensee further acknowledges
that modifications made to the MUMS 4GL software programs by the Licensee will void
Licensors warranty of the programs, unless specifically stated and approved in writing by
the Licensor.
B) The Licensor warrants that it is, and at all relevant times will be, authorized by the
manufacturer of all software included with or used by the software products, listed in
Exhibit 1,to grant licenses or sublicenses to such software.
C) The Licensor warrants that the Software and Software products do not infringe any patents,
copyright,trade secret,or other property rights held by any other person or entity.
I D) 7'he Licensor's obligation for breach of warranty shall include correction or replacement of
the software product which fails to conform to such warranty.
In no event shall the Licensor be liable for special, incidental, or consequential damages
including any damages resulting from loss of use, or loss of data arising out of or in
connection with the use of the software or hardware products.
In no event shall the Licensor be liable for any breach of warranty unless notice thereof is
given to the Licensor during any period covered by a current Amtual Support and License
Agreement or extension thereof.
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E) The Licensor shall defend, indenmiA and hold harmless the Licensee and its officers,
agents, and employees from any claim or proceedings brought against the Licensee, and
from any cost damages and expenses finally awarded against, or reasonably incurred by,the
Licensee.which arise as a result of anv claim that is based on an assertion that the Licensee's
use of the Software products under this Agreement constitutes an infringement of any
United Slates or other patent, copyrighd, trade secret, trademark, or other properly interest
rights, provided that the Licensee notifies the Licensor promptly of any such claim or
proceeding and gives the Licensor full and complete authority, information, and assistance
to defend such claim or proceeding and further provided that the Licensor shall have sole
control of the defense of any claim or proceeding and all negotiations for its compromise or
settlement, provided that the Licensor shall consult with the Licensee regarding such
defense.
In the event that the Software products are finally held to be infringing and its use by the
Licensee is enjoined, the Licensor shall, at is election; (1)procure for the Licensee the right
to continue use the software products; (2)modify or replace the Software products so that it
becomes non-infringing but substantially conforming to what was deemed infringing and to
the requirements and specifications of this Agreement.
The Licensor shall have no liability hereunder if the Licensee modified die Software
products in any nmanner without the prior written consent of the Licensor and such
modification is determined by a court of competent jurisdiction to be a contributing cause of
the infringement.
The foregoing states the Licensor's entire liability,and time Licensee's exclusive remedy, with
respect to any claims of infringement of any copyright, patent, trade secret, trademark, or
other property interest rights by the Software products,or any part thereof..or use thereof.
F) The warranties contained in this Section are in lieu of all other warranties, expressed or
implied. The Licensor's expressed warranties shall not be enlarged, diminished or affected
by, and no obligations or liabilities shall arise out of, the Licensors rendering of technical or
other advice or service in connection with the products listed in Exhibit 1.
VI.ENTIRE AGREEMENT
This Agreement represents the entire agreement of the Licensee and the Licensor with respect to the
software products and related services and supersedes any prior agreements, understandings and
representations,whether written or oral.
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I IN WITNESS WHEREOF, the Parties to this Agreement have hereunto set their hands and seals
effective ns of the date fimt set forth ahove.
Licensor. Licanscc:
Computer Center Software City Of Dania
BY: BY: InJZ`
John S. Marr, Jr. Name:
President Tide:
BY:
Mic i City Manager
ATTEST:
BY:
Marie Jaba ee
City Clerk-Auditor
APPROVED AS TO F RM &
by: CORRECTNESS:
� Qom_
Thomad An r ity Attorney
EXHIBIT I
Application Soft-are License Annual Frainin Consultin Conversion
�-r I � ��-
Fee' Support llays Days I Fee
_ Fee —
General Ledger _ N/C $1.800 4 1 $2.700
Project/Grant Accounting N/C 450 Inc w%'GL NA j Inc w/GL�
Budget Preparation N/C Inc wiGL Inc w/GL Inc w/GL Inc w/GL
Purchasing N/C 540 Incw/Gl.
Accounts Payable _ NIC Inc n"GL+-_Inc n''GL Inc%%-/GL _ Inc_w/GL
Accounts Receivable t
Q%C 540 Inc w;GI. N%A Inc w%GL
Cash Receipts NiC Inc w/AR Inc wiGL NiA Inc w/GL
Fixed Assets _ _ N/C _ 540 Inc w/GL N/A__j_ Inc w'/GL
N/C � 900 4 l__I_ 3,300
Personnel N/C 120 2 inc w/PR Inc w/PR NIL query______ N!C _ 610 _ 1 — — NIA_— __ .000
j Total $6,100 11 2 $6,000
Development Tools/Database License I Annual
Software Fee I Alaintenance4
GUI Com filer/30 Runtime Licenses $6.600 $ 660
Informix Online Workgroups! l6 $4,720 $1,440
concurrent users
I-Net N/C N/C
Total Development Tools/Database $11,320 $2111N1
Software -----_—
Installation Services Fee
Software Installation: Application Software $1,800
and Database Software
Total Installation $1 800
O tional Installation Services
Install GI Tl Front End $600/ er day
Install MUNIS e -- $600/per day
1 No License Fee charge for applications currently licensed to Buyer.
2$600 per day plus travel related expenses.
3 $800 per day plus travel related expenses.
Annual Maintenance for Development Tools/Database Software begins upon installation and
therefore will be billed with the product installation.
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EXHIBIT 2:
i ANNUAL SUPPORT AGREEMENT AND LICENSE AGREEMENT
FOR MUNIS 4GL SOFTWARE
Invoice to:City of Dania Contact: Vern Johnson
Address: 100 W. Dania Beach Blvd., FL 33004 Telephone: (954)921.8700
This Support and License Agreement (herein "Agreement") is entered into between City of Dania (Licensee) with its
principal place of business at, 100 W. Dania Beach Blvd , FL 33004and Computer Center Software (Licensor) with its
principal place of business at 370 US Route One Falmouth, Maine, 04105 on this day of
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The headings used in the Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
The Customer agrees to purchase and Computer Center Software agrees to provide services for the products listed below
in accordance with the following terms and conditions.
I. Term of Agreement.
This Agreement is effective as of (date of installation)and shall remain in force until one year from
effective date . Upon termination of this Agreement the Licensee may renew the Agreement for subsequent one year
periods at the then current fee structure as established by the Licensor.
11. Scope of the Agreement
Both parties acknowledge that this Agreement covers both Support and Licensing for the products listed below, used by
) the Licensee for the operations of: x City/Town ❑ School ❑ County ❑ Other
(This Agreement is limited to only those entities marked.)
III. Payment:
1. Customer agrees to pay Curnpuler Center Software $6,100 for licensing and support services, as described
below. This payment is due and payable upon execution of the Agreement.
2. Additional Charges. Any maintenance performed by Computer Center Software for the Customer which is not
covered by the Agreement will be charged at the then applicable time rate specified on the reverse. All materials
supplied in connection with such non-covered maintenance or support will be charged to the Customer. Any
additional charges will be added to the next invoice submitted to the Customer and shall be due on the same
date as the other rharges inrluded in that invoice
1V. Covered Products:
This Agreement is limited to the following listed products which are registered for Customer's PC File Server system.
Application: Category: Version: Application: Category: Version:
General Ledger B 5.71 NRWIS Query B 5.71
Budget Preparation B 5.71 Project/Grant Acct. B 5.71
Purchasing B 5.71
Accounts Payable B 5.71
Personnel B 5.71
Fixed Assets B 5.71
Payroll B 5.71
Customer Computer Center Software
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I. Terms and Conditions for Licensing:
1. Grant of License: Licensee is hereby granted the norroxcUsive and non-transferable license and right to use the Revision or MUNIS 4GL
Licensed Programs listed in Section IV.,and related materials.This License will also cover any eddtionel revisions which Licensor may release
during the tern of this Agreement. The Licensor agrees to extend and the Licensee agrees to accept a license su bt to the terms and Conditions
Contained herein for the MUNIS software products dentilled Section IV.
2. Lkntlad Use:. The software products listed are licensed for use Orly for the benefit of the Licensee listed in this Agreement. Ths license is
registered far the Licensee's c er s _lem Identified in SertiOn IV. As
O!r>E'ut Y` k'n9 as a current I.iren'.4 and hlppbrl Agrremrrt is in placr, this �.
License maybe Irensrened to any other hardware system used for the beneld of Licensee. Licensee agrees 10 notify Licensor prig to transferring
the licensed products to any other system. The night to transfer this license is included In the cost of this Agreement.The cost for new made or
any required technical assistance to accommodate the Irensfer would be billable charges to the Licensee.
1 CrmlM orAimMy, The Licensor agrees that the PrMv1s Are proprietary to fhe Lirensry end have been dovwrfod as a trade serml at the
Licensors expense.The Licensee agrees to keep the software products confidential and use its best efforts to prevent any misuse.unaulhonzed
use or unsulhonzed disclosures by any party or any or of of the Products or Accompanying documentation
C Modification: The Products may be modified bud such modification shag be ordy for the use on the Licensee's system for which the Products are
iren<M And chgt INN rai i%m the I irencor or the Amyono rerf^enrin t g rrh n r4fieptinn In gain ply prnpnetAry or edhor iMemo in Ihr Pro k Ws
5, Copies: The Licensee may make copes of the licensed Products for archive purposes only.The Licensee will repeat Any proprietary notice on the
copy of the Pro". The documentation accompanying the product may not be copied except for intemat use
6. Warranty: For as long as a current software support agreemert is in place.the Licensor wig warrant that all MUNIS software programs will operate
as described in the brochures and user mamials of Computer Center Software.If a program faits to operate In the manner desrnbed within these
documents,the Licensor wif correct the problem at no charge to the Licensee. If Licensee has made modifications to the software programs,
Ucensor will no longer warrant the performance of those programs which certain modifica[ions. unless specifically authorized In writing by the
Ucensor.
II. Terms and Conditions for Support
1. Scope of Services:Computer Carder Software will provide the following services for the benefit o(lhe customer.
j a.) Computer Corder Software shag provide software related tol phone support to the Customer. Phone calls will be accepted by :upped
personnel dunnq Computer Carder Software's normal waling hours (8.00 A.M. to 6.00 P.M., Eastern Standard Time. Monday through
Friday)for the term of this Agreement.4rlted to a reasonable amber of calls of reasonable duration. Assistance and support requests which
require special assistance from Compiler Canter Software's development group will betaken and directed by support personnel. In the evert
that support represerdaltas are una:ailab!e to receive calls,messages will be taken and calls:Ng be returned-MINn one wanking day.
b.) Computer Carder Software wit continue to maintain a master set of the current computer programs on appropriate media, as well as
hardeopy print-out of source code programs and docurneNalion.
c.) Compiler Center Software will maintain staff that is appropriately trained to be familiar with customers software programs that are listed in
! Section IV in order to render assistance,should it be required.
d.) Computer Carter Software wit provide Customer with all program enhancements,modifications or updates[hat Computer Carder Software
may make to the then Current Release of the program applications covered in this Agreement.
a.) Computer Carder Software will make available to the cuslomen new release(s)of the Software listed on the reverse side which the Customer
may Obtain by paying the then existing media,documentation,chipping and handling fees. In the case of system software now Relesse(s),
the Customer will also be required to pay whatever fees the manufacturer charges to Computer Center Software for the new Release .
Customer understands that and agrees that six(6)months after shipment by Computer Carder Software of new Releases, Compter Carder
Software shag cease to support the earlier Release and for the balance of the term, Computer Carter Software shelf support the new
RMapse
I.) Computer Carder Software will make available appropriately trained personnel to provide Customer addtional training, program changes,
analysis,consultation,recovery of data,conversion,non-coverage maintenance service,etc.,billable at the current par them rate.
2. Lknkations and Exclusions: The support and services of this Agreement do not inclde the following:
a.) Support service does not include the installation of the Licensed Software,onsile support,application design,and other consulting services.
or any support requested outside or normal business hours.
b.) The Customer shag be responsible for implementing al its expense,all changes to the Current Release. Customer understands that changes
furnished by Computer Center Software for the Current Software Release are for implementation in the Current Software Release as d exists
without customization or Customer alteration.
3. Customer Responsibilities:
a.) The Customer shag provide.at no charge to Computer Center Software.full and free access to the programs covered hereunder:working
space;adequate facilities within a reasonable distance from the equipment;and use of machines,allachments,features,a other equipment
necessary to provide the specified support and maintenance se ace.
b.) The Customer shall instal and maintain for the duration of IN.Agreement,a modem and associated dial uptelephone in.. The Customer
shag pay for installation,maintenance and use of such equipment and associated telephone One use charges.Computer Center Software at its
option, shag use INS;modem and lelephom line in connection with error correction. Such access by Computer Carter Software shell be
subject to prior approval by the Customer in each instance.
4. Non-Asslgnabifty. The Customer shag not have the right to assign or transfer its rights hereunder to any party.
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5. Excused Non-Performance: Computer Carder Software snag not be responsible fa delays In servicing the products covered by this Agreement
caused by strikes,lockouts,riots,epdernic,war,govemmerd regul lions,fire,power failure,acts of God,or other causes beyond its control.
6. LImNNIon of Liability: The liability or Computer Carder Software is hereby Nmtted to a claim for a money judgement not exceeding the total
amount paid by the Customer for services under this Agreement. THE CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO,AND
COMPUTER CENTER,SOFTWARE SHALL NOT BE LIABLE FOR,INDIRECT,SPECIAL, INCIDENTAL,OR CONSEQUENTIAL DAMAGES
1 OF ANY NATURE. EVEN IF COMPUTER CENTER SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
IRRESPECTIVE OF THE NATURE OF THE CUSTOMER'S CLAIM.
III. General
r u-1—1 sw TN. ......M .h.II F. Ile I.uw M 11—C1.1.n1 Ir.m. Thu iroroaAgv nr
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Contract Summary _ I Fees
MUNIS License Fees Migrate esistin license
NIUNIS Annual Support --.--- __—_—— ---___--_$6,100
Development Tools Database Sofhvare $13,320
including I'ye r annual maintenance-__—
Training I 1 days(aD$600/day I $6,600
Consulting 2 daLs(�800/dav,___ _ _ _ _$1.600
Conversions $6,000
-- — — --- ----$1 300
Installation Services —
Total Products and Smices $35 520
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AGENDA REQUEST FORM
CITY OF DANIA
Date: 06-23-98 Agenda Item#: Q'
Title:
RESOLUTION
Requested Action:
APPROVE
Summary Explanation&Background:
THIS PROPOSED RESOLUTION APPROVES AN AGREEMENT BETWEEN COMPUTER
CENTER SOFTWARE AND THE CITY FOR MIGRATION OF EXISTING MUNIS COBOL
PRODUCTS TO THE MUNIS 4GL PRODUCTS, INCLUDING LICENSE AND SUPPORT. THIS
MIGRATION IS NECESSARY TO ACCOMPLISH YEAR 2000 COMPLIANCE. THIS ITEM WAS
DISCUSSED AT THE 97/98 BUDGET WORKSHOPS AND FUNDING HAS BEEN BUDGETED.
Exhibits(List):
AGREEMENT
Purchasing Approval:
FUNDING AVAILABLE IN 97/98 BUDGET
Prepared By:
MARIE JABALEE, FINANCE DIRECTOR
Source of Additional Information: (Name &Phone)
VERN JOHNSON, INFORMATION SERVICES MANAGER
Recommended for Approval By:
CITY MANAGER
MANAGER, INFORMATION SERVICES DEPT.
Commission Action:
Passed ❑ Failed ❑ Continued ❑ Other ❑
Comment:
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