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Res No 228-10-13262RESOLUTION NO.: 228 -10 -13262 A Resolution of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager to enter into an agreement with SunGard Public Sector Inc., a sole source vendor for Software Maintenance for the sum of $175,000 for a five year period, with an annual maintenance fee payment of $35,000.00 to be paid from account number 001- 1410 -513 -4634 Maintenance Computer Programs; and providing for an effective date. WHEREAS, the new SunGard Public Sector finance software will increase efficiency related to critical date entry and inventory control; and WHEREAS, the SunGard Public Sector Inc. Software Maintenance Agreement is necessary for the maintenance of the new SunGard Public Sector finance software; and NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1. The City Manager is authorized to enter into the attached Maintenance Agreement for the total sum of $178,211.75 with SunGard Public Sector Inc. for Software Maintenance computer program to be paid from Account No. 001 -1410- 513.4634. Section 2. That this resolution shall take effect immediately upon approval PASSED AND ADOPTED this 19th day of October 2010 6TTEST: City Clerk Read an proved as to form and,su i ' ncy: City Attorney APPROVEDTxj" d o� -- COMMISSION VOTE: 5 -0 Mayor Stoddard Yea Vice -Mayor Newman Yea Commissioner Palmer Yea Commissioner Beasley Yea Commissioner Harris Yea TO: VIA: FROM: DATE: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM Honorable Mayor Stoddard and Members of e Commission Hector Mirabile, Ph. D. City Manager Alfredo Riverol, Finance Director / September 30, 2010 Agenda Item No. Subject: Software Maintenance Agreement South Miami F I a r l d a FAM11108 CRY 2001 Background: The City's current finance system, Sungard Public Sector, Inc, was purchased in 1995 and is currently operating on an AS400 IBM proprietary system. In an effort to simplify the accounting and provide the useful reports to the Manager, Department Directors, Commission and public on a timely basis, the Finance Department is upgrading the current program to SunGard's net platform, which allows the City to use a Microsoft server versus the IBM AS400, which is very expensive hardware to maintain. SunGard is financing the software upgrade new program over a 5 -year period with interest free; by upgrading, the City would no longer need to pay for some of the existing modules saving the City money and offsetting the cost of the program upgrade. Selected: The City of South Miami is requesting to execute a Software Maintenance Agreement with SunGard Public Sector Inc. Cost: The term of the Software Maintenance Agreement is 5 years with a total of $175,000. The amounts noted shall be payable as follows: • Year 1 $ 35,000.00 • Year 2 $ 35,000.00 Year 3 $ 35,000.00 • Year 4 $ 35,000.00 0 Year 5 $ 35,000.00 Account Number. The annual payment for this purchase was included in 2010-2011 budget 001 - 1410 -513 -4634 Maintenance Computer Programs Backup Documentation: ■ Software Maintenance Agreement ck NOV 0 8 2010 t CITY ('I..Fi2K'c `Ft' SOFTWARE MAINTENANCEAGREEM BETWEEN SunGard Public Sector Inc. a Florida corporation with headquarters at 1000 Business Center Drive Lake Mary, FL 32746 ( "SunGard Public Sector ") AND City of South Miami 6130 Sunset Drive South Miami, FL 33143 (for purposes of this Agreement, "Customer ") a- FT =r1 1 193wim By the signatures of their duty authorized representatives below, SunGard Public Sector and Customer, intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits, Supplements, Schedules, Appendices, andlorAddenda to this Agreement. City of South %Mi mi - �i BN PRINTNAME: t+E�TO2MtRABf1E,P1.1% PRINTTITLE: OILY Y IA ANA6C-V- DATE SIGNED: 10-20-?-010 SunGard Pu lic Sect Inc. BY: V_ PRINT NAME: W PRINTTITLE: V i % 1 }tRC DATE SIGNED: Li (9 liyi i Page 1 of 6 SMIA - 100768 SunGard Public Sector Maintenance.doc THIS AGREEMENT is entered into between SunGard Public Sector and Customer on the latest date shown on the signature page of this Agreement. SunGard Public Sector's obligations hereunder will commence 120 days following Execution Date (the "Commencement Date'). SunGard Public Sector and Customer have entered into a Software License and Services Agreement as of the Execution Date (the "License Agreement) for the Software. Customer desires that SunGard Public Sector provide Maintenance and Enhancements for and new releases of the Baseline Component System Software identified in Exhibit 1 on the terms and conditions contained in this Agreement. Accordingly, the parties agree as follows:. 1. incorporation By Reference. Sections f (D Inftfons), 8 (Confidential Inforrpation) and 11 through 15, inclusive Notices, Force Mafeure, Assignment, No Waiver and Choice of Law - Soverability, respectively) of the License Agreement are Incorporated into this Agreement by this reference as fully as if written out below. If any provision Incorporated by reference from the License Agreement conflicts with any provision of this Agreement, the provision of this Agreement will control. 2. Additional Definitions. "Commencement Date" is defined In the opening sentence of this Agreement. "Confract Year" means, the period specified in Exhibit 1. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component System which increase the functionality of the Baseline Component System. "Improvements" means, collectively, Maintenance, Enhancements and New Releases provided under this Agreement. "Maintenance" means using reasonable efforts to provide Customer with avoidance procedures for or corrections of Defects. The hours during which Maintenance will be provided for each Component System, the targeted response times for certain defined categories of Maintenance calls for each Component System, and other details and procedures (collectively, the "Maintenance Standards ") relating to the provision of Maintenance for each Component System are described in attached Exhibit 2. "New Releases" means new editions of a Baseline Component System. " Notifcation" means a communication to SunGard Public Sector's help desk by means of: (1) SunGard Public Sectors web heipfine; (ff) the placement of a telephone call; or (iii) the sending of an e- mail, in each case, in accordance with SunGard Public Sector's then - current policies and procedures for submitting such communications. "Priority One Cal l° means a Notification from Customer to SunGard Public Sector's Help desk reporting that it believes that a Defect has caused: (i) a full failure (i.e., "crash ") of its computer system; (fi) a full failure of the Software; or (311) a failure of its computer system or the Software which, in either case, prevents Customer from performing data processing which is critical to Customers operations on the day on which the alleged Defect is reported. "Priority Two Call" means a Notification from Customer to SunGard Public Sector's Help desk reporting that it believes that a Defect has caused a partial failure of Customer's computer system or the Software which significantly hinders its ability to perform data processing which is critical to Customers operations on the day on which the alleged Defect is reported. °Priority Three Cali" means a Notification from Customer to SunGard Public Sectors Help desk reporting that it believes that a Defect has caused an Intermittent failure of, or problem with, its computer system or the Software that causes a significant delay in Customer's ability to perform data processing on the day on which the alleged Defect is reported, but where the processing is not critical to Customer's operations. "Priority Four Call" means a Notification from Customer to SunGard Public Sectors Help desk reporting that it believes that a Defect has caused a problem with its computer system or the Software that does. not significantly affect critical processing. 3. Services. (a) Types of Services. During the term of this Agreement, SunGard Public Sector will provide Customer with Maintenance for, Enhancements of, and New Releases of each Baseline Component System identified in Exhibit 1. (b) Limitations. All Improvements will be part of the applicable Baseline Component System and will be subject to all of the terms and conditions of the License Agreement Page 2 of 6 SMIA- 100788 SunGard Public Sector Maintenance.doc and this Agreement. SunGard Public Sectors obligation to provide Customer with Improvements for Baseline Component Systems owned by parties other than SunGard Public Sector is limited to providing Customer with the Improvements that the applicable third party owner provides to SunGard Public Sector for that Baseline Component System. in this regard, to the extent that an agreement authorizing SunGard Public Sector to resell or .sublicense a third party's Baseline Component System is terminated or expires prior to the Expiration Date, or prior to the expiration of any renewal term, for that Baseline Component System, then SunGard Public Sector's obligation to provide Improvements to Customer for that Baseline Component System, and Customers obligation to pay SunGard Public Sector for such improvements, will automatically terminate simultaneously with the termination or expiration of the relevant agreement_ Customer must provide SunGard Public Sector with such facilities, equipment and support as are reasonably necessary for SunGard Public Sector to perform its obligations under this Agreement, including remote access to the Equipment. 4. Payment and Taxes. (a) Maintenance Fees. For the Improvements, Customer will pay SunGard Public Sector the amount provided for in Exhibit 1 as the "Payment Amount" for the first five years. For each Contract Year subsequent to the initial five Contract Years, SunGard Public Sector reserves the right to increase the Improvements fees. Fees for Improvements for a Baseline Component System /Custom Modification are due on the first day of the first month of the Contract Year for that Baseline Component System/Custom Modification. (b) Additional Costs. Customer will also reimburse SunGard Public Sector for actual travel and living expenses that SunGard. Public Sector incurs in providing Customer with Improvements under this Agreement, with reimbursement to be on an as- incurred basis. SunGard Public Sector will use reasonable efforts to limit travel and living expenses by using coach air fare, booked in advance when available, staying at hotels Identified in advance by Customer as offering Customers contractors a discounted rate, and sharing rental cars. Customer will also reimburse SunGard Public Sector for all charges incurred in connection with accessing Equipment. Reimbursement is subject to any statutory reimbursement limitations imposed on Customer contractors, and Customer will provide SunGard Public Sector with a copy of such limitations before SunGard Public Sector incurs expenses. (c) Taxes. Customer Is responsible for paying all taxes (except for taxes based on SunGard Public Sector's net income or capital stock) relating to this Agreement, the Improvements, any services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of Customers direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will Invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. (d) Late Charges; Customer will pay each SunGard Public Sector invoice by no later than thirty (30) days after receipt. Late payments are subject to a late charge equal to the lesser of., (i) the prime lending rate established from time to time by Citizens Bank, Philadelphia, Pennsylvania plus three percent (3 %); or (it) the highest rate permitted by applicable law. 5. Term. Except in the case of Customer's exercise of the Early Termination Right described in Section 7(a), the term of this Agreement as it applies to each Baseline Component System is for the period beginning on the Commencement Date and continuing until the Expiration Date for that Baseline Component System. For each Baseline Component System, this Agreement will automatically be extended for consecutive Contract Years beyond the Expiration Date on a year -to -year basis unless; (i) either party notifies the other in writing of its intent not to extend this Agreement for any particular Baseline Component System at least ninety (90) days prior to the Expiration Date, or, for any Contract Year subsequent to the Expiration Date, at least ninety (90) days prior to the expiration of the then - current. Contract Year or (Ii) the Agreement has otherwise expired or terminated as it relates to a particular Baseline Component System under the terms of this Agreement. 6. Disclaimer of Warranties. Customer agrees and understands that SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY IMPROVEMENTS ANDIOR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SUNGARD PUBLIC SECTOR EXPRESSLY DOES NOT WARRANT THAT A COMPONENT SYSTEM OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE COMPONENT SYSTEM HAS BEEN MODIFIED BY ANYONE OTHER THAN SUNGARD PUBLIC SECTOR, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking termination must give the other patty notice that describes the event or condition of termination in reasonable detail. From the date of its Page 3 of 6 SMIA - 100785 SunGard Public Sector Maintenance.doc receipt of that notice, the other party will have thirty (30) days to cure the breach to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to the right of termination is not cured within that period, then the party seeking to terminate this Agreement can effect such termination by providing the other party with a termination notice that specifies the effective date of such termination. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. S. LIMITATIONS OF LIABILITY: (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. SUNGARD PUBLIC SECTOR'S LIABILITY IN CONNECTION WITH-THE IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO SUNGARD PUBLIC SECTOR FOR THE IMPROVEMENTS FOR THE YEAR THAT SUCH LIABILITY ARISES. (b) EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 9. Entfre Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document which may be issued by Customer in connection with this Agreement does not modify this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. Page 4 of 6 SMIA - 100788 SunGard Public Sector Maintenance.doc EXHIBIT 1 Customer: City of South Miami, Fl. 2. CONTRACT TERM: The Initial Contract Term of this Agreement shall be from November 1, 2010 through October 31, 2015 ("Initial Tenn ") to be paid annually per the below fees and payment dates. Thereafter, this Agreement can be reneged for successive one (1) year terms by payment of the then - current annual Support Services Fee. Annual Increases shall not exceed five percent (561a). SIInGard Public Sector will invoice Customer when the Support Services Pees are due. Subsequent Contract Year(s) will be twelve (12) month periods thereafter. nom onont3 stem 7ntllal Payment Fmounttyor1)Year2Pnymont 000 111031fo Due 14101111 YaarBPoymenl DUO 11141112 Year4Paymont Dae }1101113 Year b Paymont Due IVOV14 support Two 01M.1ow 9 1Ua1Cnrt.NaeMv.OS.-X0MV $3.870.00 55,870.00 $3.870.00 53.870.00 53.870.00 5X11 ON}gdmon tin cJOIg nR oxrsWmbn Pmanaiats Cora Modvte IDasedon 15 wncumntuse+s)•OS. PfOAONv 3.020.00 3,024.00 3,020.00 3.020.00 ' 31020.00 5X11 ONFSoluuon Ocn<raltddga.03400 4.74D.00 4,]4000 4740.00 4,740.00 4.740.00 5X11 ONFSotu6=lob /pro tt 44.1. 03.1pWo 2,100.00 2100.00 2,100.00 2,100.00 Z100.Otl 6X71 ONFSoNtien DUd me ncWts Item DCla9S Positioe Dad tfin tlS -DDT 2700.00 2100.00 2100.00 21100.00 2100.00 6X11 ONPSntutbn Accounts Pa ebft o4Dmk Re <onei4ation. QS -APDR 7.980.00 7960.00 11080.00 7.960.00 1800.00 5X11 tlNESolution COa'1ka SA�ll•OS COD 040,00 840.00 840.00 $40.00 840.00 5 %77 ONsr.wfioa Pasetasarrnmu•OS -np 840.00 040.00 840.00 840.00 840.00 6X71 ONFSolusion Purnesin - OS•PURCII 2300.00 1.380.00 2.380.00 2,330.00 2.380.00 6X77 ONFSoNtion Stores tacemrn- OS57RINV 2.300.M 2,800.00 2.300.00 2300.00 2,900,00 6%17 ONAotstbn Aaovnts kettiva6le- OSAffTR 1.880.00 1.880.00 1.880.00 1.83000 1.880.00 5X11 ONRSabtba Pnvm140S:PAYR01.1. 3,610.00 3020.00 3620.00 3620.00 3.620.00 6X11 ONSCOtunon NUnun A¢sourcas•05 -Na 328000 328D.00 3.280.00 3.260.00 3.260.00 5X71 ONESOMiion FiudASSn- OS•r.YAS 1880.00 7880.00 1680.00 1860.00 7880.00 5X77 ONESdaOoo COmmVd ONbSoWlfen Commun0vfot •Nar9me- OStCOkbHY 320.00 320.00 320.00 320.00 320.90 5X17 OxFSOiuI'wn Cemraiika'ib- OSlRCPT 1.340.00 1.340.00 1340.0 1.340.00 7340.00 6X57 ONESO7utAn Cemralpm to M-0s4ANO 1,780.00 1,700.00 7.786.00 1,780.00 7.780.00 5 %47 ONESubuine P..Olun - OS•8PUT 4.020.00 4,020.00 4-120.00 4.020,00 9,020.00 6Xf1 O \E$OfuO]n RUStutss AC<eLntfitam cll%nt -O$ -BASS 2.180.03 2{69.64 21160.00 2.180.01 2.160.01 6x11 ONESobWn COdef Bantt•OSCCMP 2 001 2,020.001 2,020.00 2.020.00 5X17 Peesiousl lltentedlorenu7n Netli4ae . Diibt•aiOb fCustoatrfnfomutbn SVtlem -fX 6108.40 6708. -0D 5.10840 6.708.00 6,108.40 7X24 IuetudesC an LS WA WAI WAI WA WA 7X26 Ned:OldcrslF¢CDlts'M.am mft1 -Wf 6378.40 5376.40 5,378,80 6378.40 6378.40 7X24 Comtnuia Pm xns•RmnNs CP 7X24 Fleet Mao3 ernent-FM 4992,00 4902.00 689200 4,901.00 4892.00 7X21 DOIS -DX 1.382.40 1382.40 1382.40 1302.40 7.382.40 7X24 Mads &units 800.00 800.00 800.00 800.00 800,00 7X24 cu G.ron -D, 1,209.00 1209.80 7.200.89 1209.69 1,209.60 7X24 Com enenfS add, MOlntenanco Sub•TOta7 66.700.80 58 700.00 $84700.80 E6A 700.80 554796.80 Cunene SAA orrlorMantb o70MObor 2pi0 lolota 5321L76 LAYMENTal Olaoounf Carto0d470n 9 812.6§ 28'umv 28700.80 29,700.30 PAYfdENTAMOUNT - 536,000.00 536000.90 ;36000.00 35,000.0 533000.00 §36900.00 Page 5 of EXHIBIT 2 Maintenance Standards Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: As indicated in the 'Support Type" column in Exhibit 1. 7x24" means Seven (7) days per week, 24 hours per day. "6x11" means Monday through Friday, 7:00 A.M. to 6:00 P.M. Continental US Local Time excluding holidays. II. Targeted Response Times. With respect to SunGard Public Sectors Maintenance obligations, SunGard Public Sector will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Baseline Component SystemslCustom Modifications identified in Exhibit 1 of this Agreement in accordance with the following guidelines with the time period to be measured beginning with the first applicable SunGard Public Sector "Telephone Support' hour (that is, based upon whether SunGard Public Sector provides 7x24 or 5x11 Support for the Baseline Component System /Custom Modification in question) occurring after SunGard Public Sectors receipt of the Notification: Priority One Calls —two (2) hours or less. Priority Two Calls - four (4) hours or less. Priority Three Calls — twenty -four (24) hours or less. Priority Four Calls — seventy -two (72) hours or less. Notes: (1) For purposes of these targets, a 'response" will mean as an initial contact from an SunGard Public Sector representative to Customer to begin evaluation of the problem reported under one of the categories of calls identified above; (2) As a prerequisite to SunGard Public Sectors obligation to respond to Customer, Customer must follow SunGard Public Sectors then - current processes (such as the dialing of a particular phone number, the categorization of a particular problem, etc.) when submitting its Notification. 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