Res No 229-10-13263RESOLUTION NO.:
229 -10-13263
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 License and Services, for the sum of $172,070.00 for a 5 -year
period, interest free, for a total amount of $34,414.00 annually to be
paid from account number 001 - 1410 -513 -7110, Debt Service- Principal,
and providing for an effective date.
WHEREAS, SunGard Public Sector Inc., is the current manufacturer and
provider of the current City Hall management computer software; and
WHEREAS, SunGard Public Sector Inc„ Software License and Services will
increase efficiency related to critical data entry and inventory control information; and
WHEREAS, SunGard Public Sector Inc., will provide maintenance and technical
support for its Software License and Services packages.
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
agreement for the total amount of $172,070.00 with SunGard Public Sector, Inc.,
for Software License and Services to be paid from Account No. 001- 1410 -513-
71 10.
Section 2. That this resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 19th day of _ October 2010
ATTEST:
City Clerk
.. a5"Yprovecl as to form
n
)'
I 0 i
City Attorney
APPROVED:
May
COMMISSION VOTE:
5 -0
Mayor
Stoddard
Yea
Vice -Mayor
Newman
Yea
Commissioner
Palmer
Yea
Commissioner
Beasley
Yea
Commissioner
Harris
Yea
CITY OF SOUTH MIAMI ttnproancanuy.
OFFICE OF THE CITY MANAGER
INTER - OFFICE MEMORANDUM
TO: Honorable Mayor Stoddard and Members of the Commission
VIA: Hector Mirabile, Ph. D., City Manager
FROM: Alfredo Riverol, Finance Director
DATE: September 30, 2010 Agenda Item No.
Subject: Software License and Services Agreement
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 License and
Services Agreement with SunGard Public Sector Inc.
Cost:
The Cost of the system upgrade will be $ 172,070 interest free. The
amounts noted shall be payable as follows:
• Upon Execution $ 34,414.00
• First Anniversary of the Execution Date $ 34,414.00
• Second Anniversary of the Execution Date $ 34,414.00
• Third Anniversary of the Execution Date $ 34,414.00
• Fourth Anniversary of the Execution Date $ 34,414.00
Account Number:
The annual payment for this purchase was included in 2010-2011 budget
00 1 - 1410-513-7110 Debt Services with a current balance of $35,000.00
Backup
Documentation: Software License and Services Agreement
r
NOV 1 8 2010
FINANCE DEPI
STVVARE LICENSE AND SERVICES AGREEMENT
BETWEEN
SunGard Public Sector Inc.
a Florida corporation
with headquarters at:
1000 Business Center Drive
Lake Mary, FL 32746
( "SunGard Public Sector ")
r_ ZIEN
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
(for purposes of this Agreement, "Customer ")
By the signatures of their duly 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, and /orAddenda to this Agreement.
The terms and conditions contained in this Agreement, including prices, will be honored as set forth
herein, provided the Agreement is fully executed and delivered by September 30, 2010.
City of South Miami, FIL
PRINT NAME: ge-jr-m WrR6*1P PA. D•
PRINTTITLE: C Ma*Jae
DATE SIGNED: O ZD .?o 10 _
SunGard Public Sector
BY:
PRINT NAME:`•�1n
PRINT TITLE: �� WY11i. �dGS•
DATE SIGNED:
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SMIA - 100788 SunGard Public Sector License Agreement0920.doc
THIS AGREEMENT is made between SunGard Public Sector and Customer as of the Execution Date.
The parties agree as follows:
1. Definitions.
"Baseline" means the general release
version of a Component System as updated to the
particular time in question through both SunGard
Public Sector's warranty services and SunGard
Public Sector's Maintenance Program, but without
any other modification whatsoever.
"Component System" means any one of the
computer software programs which is identified in
Exhibit 1 as a Component System, including ail
copies of Source Code (if provided), Object Code
and all related specifications, documentation,
technical information, and all corrections,
modifications, additions, improvements and
enhancements to and all Intellectual Property
Rights for such Component System.
"Confidential Information" means non - public
information of a party to this Agreement.
Confidential Information of SunGard Public Sector
includes the Software, all software provided with
the Software, and algorithms, methods,
techniques and processes revealed by the Source
Code of the Software and any software provided
with the Software. Confidential Information does
not include information that; (i) is or becomes
known to the public without fault or breach of the
Recipient; (ii) the Discloser regularly discloses to
third parties without restriction on disclosure; or
(iii) the Recipient obtains from a third party without
restriction on disclosure and without breach of a
non - disclosure obligation.
"Delivery Address" means the Customer
shipping address set forth in Exhibit 1 as the
Delivery Address.
"Delivery Date" means, for each Component
System, the date on which SunGard Public Sector
first ships the Component System to the Delivery
Address F.O.B. SunGard Public Sector's place of
shipment.
"Discloser" means the party providing its
Confidential Information to the Recipient.
"Defect" means a material deviation
between the Baseline Component System and its
documentation, for which Defect Customer has
given SunGard Public Sector enough information
to enable SunGard Public Sector to replicate the
deviation on a computer configuration that is both
comparable to the Equipment and that is under
SunGard Public Sectors control.
"Execution Date" means the latest date
shown on the signature page of this Agreement.
"Equipment" means a hardware and
systems software configuration meeting the
"Equipment" criteria set forth in Exhibit 1.
"Exhibit 1" means, collectively: (1) The
schedule attached to this Agreement which is
marked as "Exhibit 1," including all attached
Software Supplements; and (ii) any schedule also
marked as "Exhibit 1" (also including any attached
Software Supplements) that is attached to any
amendment to this Agreement. Other appendices
to this Agreement are numbered sequentially and
are also "Exhiblts."
"Intellectual Property Rights" means all
patents, patent rights, patent applications,
copyrights, copyright registrations, trade secrets,
trademarks and service marks and Confidential
Information.
"Software" means the Component Systems
listed in Exhibit 1.
"Customer Employees" means: (i)
Customer's employees with a need to know; and
(ii) third party consultants engaged by Customer
who have a need to know, who have been pre -
approved by SunGard Public Sector, and who,
prior to obtaining access to the Software, have
executed an SunGard Public Sector - approved
non - disclosure agreement.
"Object Code" means computer programs
assembled, compiled, or converted to magnetic or
electronic binary form on software media, which
are readable and usable by computer equipment.
"Recipient' means the party receiving
Confidential Information of the Discloser.
"Software Supplement" means, with respect
to a Component System, the addendum provided
as part of Exhibit 1 that contains additional terms,
conditions, limitations and /or other information
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pertaining to that Component System. If any
terms of a Software Supplement conflicts with any
other terms of this Agreement, the terms of the
Software Supplement will control.
Toume Code" means computer programs
written in higher -level programming languages,
sometimes accompanied by English language
comments and other programmer documentation.
2. Right to Grant License and Ownership.
SunGard Public Sector has the right to grant
Customer this license to use the Software. Except
as otherwise indicated in a Software Supplement,
SunGard Public Sector owns the Software.
3. License. Subject to the terms and conditions
of this Agreement, SunGard Public Sector grants
Customer a perpetual, non - exclusive, non-
transferable license to use and copy for use the
Software on the Equipment within the United
States of America for Customer's own, computing
operations. Any rights not expressly granted in
this Agreement are expressly reserved.
(a) Source Code. if Exhibit 1 to this
Agreement does not otherwise provide that
Customer has a license to use Source Code for a
particular Component System, then Customer has
no rights in or to the Source Code for that
Component System. Only with respect to the
Component Systems for which the Source Code is
so licensed, Customer has the right to compile,
modify, improve and enhance the Software.
Customer will not disclose all or any part of the
Source Code for the Software to any person
except Customer Employees who, before
obtaining access to the Source Code, have been
informed by Customer in writing of the non-
disclosure obligations imposed on both Customer
and such Customer Employees under this
Agreement.
(b) Obiect Code. Customer has right to use
the Software in Object Code form. Customer also
has the right to use the Software in Object Code
form temporarily on another SunGard Public
Sector - supported configuration, for disaster
recovery of Customer's computer operations.
(c) Documentation. Except as otherwise
provided for in the applicable Software
Supplement, Customer can make a reasonable
number of copies of the documentation for each
Component System for its use in accordance with
the terms of this Agreement.
(d) Restrictions on Use of the Software.
Customer is prohibited from causing or permitting
the reverse engineering, disassembly or
decompilation of the Software. Customer is
prohibited from using the Software to provide
service bureau data processing services or to
otherwise provide data processing services to
third parties. Customer will not allow the Software
to be used by, or disclose all or any part of the
Software to, any person except Customer
Employees. Without limiting the foregoing,
Customer is permitted to allow use of the input
and /or output sensory displays of or from the
Software by third parties on a strict "need to know'
basis, and such use will not be deemed a non-
permitted disclosure of the Software. Customer
will not allow the Software, in whole or in part, to
be exported outside of the United States of
America, in any manner or by any means, without
in each instance obtaining SunGard Public
Sector's prior written consent and, if required, a
validated export license from the Office of Export
Administration within the U.S. Department of
Commerce and such other appropriate United
States governmental authorities.
(e) Intellectual Property Rights Notices.
Customer is prohibited from removing or altering
any of the Intellectual Property Rights notice(s)
embedded in or that SunGard Public Sector
otherwise provides with the Software. Customer
must reproduce the unaltered Intellectual Property
Rights notice(s) in any full or partial copies that
Customer makes of the Software.
A. Services.
(a) Generally. SunGard Public Sector will
provide Customer with the information services
identified in Exhibit 1, for the fees provided in
Exhibit 1.
(b) Additional Services, SunGard Public
Sector can also provide Customer with additional
information services, at SunGard Public Sector's
then - current rates, or at such other rates as are
agreed to by the parties in an amendment to this
Agreement.
(c) Workmanlike Skills. SunGard Public
Sector will render all services under this
Agreement in a professional and workmanlike
manner. SunGard Public Sector will promptly
replace any SunGard Public Sector personnel that
are rendering services on -site at a Customer
facility if Customer reasonably considers the
personnel to be unacceptable and provides
SunGard Public Sector with notice to that effect,
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provided that such replacement does not violate
any law or governmental regulation applicable to
such personnel replacement.
(d) Conditions On Providing Services. In
each instance in which SunGard Public Sector is
providing Customer with services, SunGard Public
Sector and Customer will develop a project plan
that identifies each party's responsibilities for such
services. The project plan will describe in detail
the tentative schedule and the scope of services
that SunGard Public Sector will provide.
Customer will establish the overall project
direction, including assigning and managing the
Customer's project personnel team. Customer
must assign a project manager who will assume
responsibility for management of the project.
Customer, must ensure that the Equipment is
operational, accessible and supported at the times
agreed to by the parties in the project plan. While
SunGard Public Sector is providing such services,
Customer must provide SunGard Public Sector
with such facilities, equipment and support as are
reasonably necessary for SunGard Public Sector
to perform its obligations, including remote access
to the Equipment.
6. Delivery. Except as otherwise provide in
Exhibit 1, SunGard Public Sector will deliver all
Component Systems to Customer at the Delivery
Address within thirty (30) days after the Execution
Date.
6. Payment and Taxes.
(a) Payment.
(i) License Fees. Fees for the
Software will be due to SunGard Public Sector as
provided for in Exhibit 1.
(ii) Professional Services Fees.
Except as otherwise provided in Exhibit 1, fees for
professional services will be invoiced on a monthly
basis in arrears and will be due within thirty (30)
days from the date of invoice. Customer will
reimburse SunGard Public Sector for actual travel
and living expenses that SunGard Public Sector
incurs in providing Customer with services under
this Agreement. Such travel and living expenses
will be invoiced on a monthly basis in arrears and
will be due within thirty (30) days from the date of
invoice. 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
Customer's contractors a discounted rate, and
sharing rental cars. 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.
(iii) Late Charqe. SunGard Public
Sector will have the right to charge a late fee to
the extent that payment is received later than thirty
(30) days from the date of invoice. Late fees will
be calculated based on a per annum rate equal to
the lesser of: (i) the prime lending rate
established from time to time by Citizens Bank,
Philadelphia, Pennsylvania plus three percent
(3 %); and (ii) the highest rate permitted by
applicable law, and will be payable to SunGard
Public Sector on demand.
(b) Taxes. Customer is responsible for
paying all taxes (except for taxes based on
SunGard Public Sectors net income or capital
stock) relating to this Agreement, the Software,
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
Customer's 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.
(c). Scheduled Resource Changes: For
training and on -site project management sessions
which are cancelled at the request of Customer
within fourteen (14) days of the scheduled start
date, Customer is responsible for entire price of
the training or on -site project management plus
incurred expenses.
7. Limited Warranty, Disclaimer of Warranty_
and Election of Remedies.
(a) Limited Software Warranty by SunGard
Public Sector and Remedy For Breach. For each
Component System, SunGard Public Sector
warrants to Customer that, for a period of twelve
(12) months after the Delivery Date, the Baseline
Component System, as used by Customer on the
Equipment for its own, computing operations, will
operate without Defects. For each Defect,
SunGard Public Sector, as soon as reasonably
practicable and at its own expense, will provide
Customer with an avoidance procedure for or a
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correction of the Defect. ,If, despite its reasonable
efforts, SunGard Public Sector is unable to
provide Customer with an avoidance procedure for
or a correction of a Defect, then, subject to the
limitations set forth in Section 16 of this
Agreement, Customer may pursue its remedy at
law to recover direct damages resulting from the
breach of this limited warranty. These remedies
are exclusive and are in lieu of all other remedies,
and SunGard Public Sector's sole obligations for
breach of this limited warranty are contained in
this Section 7(a).
(b) Disclaimer of Warranty, The limited
warranty in Section 7(a) is made to Customer
exclusively and is in lieu of all other warranties.
SUNGARD PUBLIC SECTOR MAKES NO
OTHER WARRANTIES WHATSOEVER,
EXPRESS OR IMPLIED, WITH REGARD TO
ANY SERVICES PROVIDED UNDER THIS
AGREEMENT AND /OR THE SOFTWARE, IN
WHOLE OR IN PART. SUNGARD PUBLIC
SECTOR EXPLICITLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY AND OF
FITNESS FOR A PARTICULAR PURPOSE.
SUNGARD PUBLIC SECTOR EXPRESSLY
DOES NOT WARRANT THAT THE SOFTWARE,
IN WHOLE OR W PART, WILL BE ERROR
FREE, WILL OPERATE WITHOUT
INTERRUPTION OR WILL BE COMPATIBLE
WITH ANY HARDWARE OR SOFTWARE
OTHER THAN THE EQUIPMENT. CUSTOMER
WAIVES ANY CLAIM THAT THE LIMITED
WARRANTY SET FORTH IN SECTION. 7(A) OR
THE REMEDY FOR BREACH OF SUCH
LIMITED WARRANTY FAILS OF ITS
ESSENTIAL PURPOSE.
(c) Abrogation of Limited Warranty. The
limited warranty in Section 7(a) will be null and
void if: (i) anyone (including Customer) other than
SunGard Public Sector modifies the Baseline
Component System; or (ii) Customer does not
implement changes that SunGard Public Sector
provides to correct or improve the Baseline
Component System. If despite any modification of
the Component System, SunGard Public Sector
can replicate the reported problem in the Baseline
Component System as if the problem were a
Defect, then SunGard Public Sector will
nonetheless provide Customer with an avoidance
procedure for or a correction of that reported
problem for use in the Baseline Component
System as though the reported problem were a
Defect.
(d) FAILURE OF ESSENTIAL PURPOSE.
THE PARTIES HAVE AGREED THAT THE
LIMITATIONS SPECIFIED IN SECTIONS 7 AND
16 WILL SURVIVE AND APPLY EVEN IF ANY
LIMITED REMEDY SPECIFIED IN THIS
AGREEMENT IS FOUND TO HAVE FAILED OF
ITS ESSENTIAL PURPOSE, AND
REGARDLESS OF WHETHER CUSTOMER HAS
ACCEPTED ANY SOFTWARE OR SERVICE
UNDER THIS AGREEMENT.
8. Confidential Information. Except as
otherwise permitted under this Agreement, the
Recipient will not knowingly disclose to any third
party, or make any use of the Discloser's
Confidential Information. The Recipient will use at
least the same standard of care to maintain the
confidentiality of the Discloser's Confidential
Information that it uses to maintain the
confidentiality of its own Confidential Information
of equal importance. Except in connection with
the Software and any software provided with the
Software, the non- disclosure and non -use
obligations of this Agreement will remain in full
force with respect to each item of Confidential
Information for a period of ten (10) years after
Recipient's receipt of that item. However,
Customer's obligations to maintain both the
Software and any software provided with the
Software as confidential will survive in perpetuity,
9. Indemnity by SunGard Public Sector.
SunGard Public Sector will defend, indemnify and
hold Customer harmless from and against any
loss, cost and expense that Customer incurs
because of a claim that use of a Baseline
Component System infringes any United States
copyright of others. SunGard Public Sector's
obligations under this indemnification are
expressly conditioned on the following: (i)
Customer must promptly notify SunGard Public
Sector of any such claim; (11) Customer must in
writing grant SunGard Public Sector sole control of
the defense of any such claim and of all
negotiations for its settlement or compromise (if
Customer chooses to represent its own interests
in any such action, Customer may do so at its own
expense, but such representation must not
prejudice SunGard Public Sector's right to control
the defense of the claim and negotiate its
settlement or compromise); (iii) Customer must
cooperate with SunGard Public Sector to facilitate
the settlement or defense of the claim; (iv) the
claim must not arise from modifications or (with
the express exception of the other Component
Systems and third party hardware and software
specified by SunGard Public Sector in writing as
necessary for use with the Software) from the use
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or combination of products provided by SunGard
Public Sector with items provided by Customer or
others. If any Component System is, or in
SunGard Public Sector's opinion is likely to
become, the subject of a United States copyright
infringement claim, then SunGard Public Sector,
at its sole option and expense, will either: (A)
obtain for Customer the right to continue using the
Component System under the terms of this
Agreement; (B) replace the Component System
With products that are substantially equivalent in
function, or modify the Component System so that
it becomes non - infringing and substantially
equivalent in function; or (C) refund to Customer
the portion of the license fee paid to SunGard
Public Sector for the Component System(s) giving
rise to the infringement claim, THE FOREGOING
IS SUNGARD PUBLIC SECTOR'S EXCLUSIVE
OBLIGATION WITH RESPECT TO
INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS.
10. Term and Termination.
(a) Right of 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 party notice that
describes the event or condition of termination in
reasonable detail. From the date of its 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, this
Agreement will automatically be deemed
terminated at the end of that period. However,
notice to SunGard Public Sector of a suspected
Defect will not constitute a notice of termination of
this Agreement.
(b) Effect of Termination. Upon termination
of this Agreement by either party, Customer will
promptly return to SunGard Public Sector or (at
SunGard Public Sector's request) will destroy all
copies of the Software, and will certify to SunGard
Public Sector in writing, over the signature of a
duly authorized representative of Customer, that it
has done so.
(c) Survival of Obligations. All obligations
relating to non -use and non - disclosure of
Confidential Information and indemnity will survive
termination of this Agreement.
(d) Termination Without Prejudice to Other
Rights and Remedies Termination of this
Agreement will be without prejudice to the
terminating party's other rights and remedies
pursuant to this Agreement.
11. Notices. All notices and other
communications required or permitted under this
Agreement must be in writing and wiA be deemed
given when; Delivered personally; sent by United
States registered or certified mail, return receipt
requested; transmitted by facsimile confirmed by
United States first class mail; or sent by overnight
courier. Notices must be sent to a party at its
address shown on the first page of this
Agreement, or to such other place as the party
may subsequently designate for Its receipt of
notices.
12. Force Maieure. Neither party will be liable to
the other for any failure or delay in performance
under this Agreement due to circumstances
beyond its reasonable control, including Acts of
God, acts of war, accident, labor disruption, acts,
omissions and defaults of third parties and official,
governmental and judicial action not the fault of
the party failing or delaying in performance.
13. Assianment. Neither party may assign any
of its rights or obligations under this Agreement,
and any attempt at such assignment will be void
without the prior written consent of the other party.
For purposes of this Agreement, "assignment" will
include use of the Software for benefit of any third
party to a merger, acquisition and /or other
consolidation by, with or of Customer, including
any new or surviving entity that results from such
merger, acquisition and /or other consolidation.
However, the following will not be considered
"assignments" for purposes of this Agreement:
SunGard Public Sector's assignment of this
Agreement or of any SunGard Public Sector rights
under this Agreement to SunGard Public Sector's
successor by merger or consolidation or to any
person or entity that acquires all or substantially all
of its capital stock or assets; and SunGard Public
Sector's assignment of this Agreement to any
person or entity to which SunGard Public Sector
transfers any of its rights in the Software.
14. No Waiver. A party s failure to enforce its
rights with respect to any single or continuing
breach of this Agreement will not act as a waiver
of the right of that party to later enforce any such
rights or to enforce any other or any subsequent
breach.
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15. Choice of Law; Severability. This
Agreement will be governed by and construed
under the laws of the State of Florida, without
reference to the choice of laws provisions thereof.
If any provision of this Agreement is illegal or
unenforceable, it will be deemed stricken from the
Agreement and the remaining provisions of the
Agreement will remain in full force and effect.
16. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF SUNGARD
PUBLIC SECTOR. SUNGARD PUBLIC
SECTOR'S LIABILITY IN CONNECTION WITH
THE SOFTWARE, ANY SERVICES, THIS
LICENSE OR ANY OTHER MATTER RELATING
TO THIS AGREEMENT WILL NOT EXCEED
THE FEE THAT CUSTOMER ACTUALLY PAID
TO SUNGARD PUBLIC SECTOR (OR, IF NO
DISCRETE FEE IS IDENTIFIED IN EXHIBIT 1,
THE FEE REASONABLY ASCRIBED BY
SUNGARD PUBLIC SECTOR) FOR THE
COMPONENT SYSTEM OR SERVICES GIVING
RISE TO THE LIABILITY.
(b) EXCLUSION OF DAMAGES.
REGARDLESS 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.
17. Entire 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.
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EXHIBIT 1
Customer: City of South Miami
Delivery Address: 6130 Sunset Drive, South Miami, FIL 33143
SOFTWARE: (based on 35 concurrent users)
SunGard Public Sector Com uncut S stems
License Fees
Rapid Migration
Services z
ONESolmon Global Core- Naviline - OS- GCORENV
ONCSoluton Financials & HR
$ 14,940.00
S $5,12-0.00
GNESelutl0n Financials Core Module based on 35 concurrent users - OS- FCORENV
15,100.00
ONESolution General Led er - OS -GLDG
23 700.00
ONESon Job/proiect Ledger - OS -JPLDG
olu ti
10,500.00
ONESolution Bud etin includes Item Detaif &position Budgeting)- OS-BDTL
10,500.00
ONESolution Accounts Payable w /Bank Reconciliation - OS -APBR
9,800.00
ONESolution Click, Dra g & Drill - OS -CDD
4,200.00
ONESolution Easy Laser Forms - OS -ELP
3,200.00
ONESolution Purchasin - OS -PURCH
11,900.00'
ONESolution Stores Inventory - OS- STRINV
11,500.00
ONESolution Accounts Receivable - OS- ACCTREC
8 400.00
ONESolution Payroll - OS- PAYROLL
18,100.00
ONESolution Human Resources - OS -HR
16 400.00
ONESolution Fixed Assets - OS -FXAS
ONESolution Community
8,400.00
38,400.00
ONESolution Comm unit Core - Naviline- OS- CCORENV
1,600.00
ONESolution Central Rceci tin - OS -CRCPT
6,700.00
ONESolution Central Property File -OS -LAND
8,800.00
ONESolution Permitting - OS -BPMT
20,100.00
ONESolution Business Account Mana emcnt - OS -BAM
10 800.00
ONESolution Code Compliance - OS -COMP
Contingency Fund implementation Services
10,100.00
16,910.00
Sub Total License Fees
$ 224,740.00
Ear[ Ado 'ter Discount
Sun Gard Pubiie Sector Component S stems Total
$ (193,100.00
S 31,640.00
S 140,430.00
Notes to Table:
I Travel and living expenses are additional and will be billed monthly as SunGard Public Sector renders the services.
2Rapid Migration Services is designed to meet the Customer's functional and implementation requirements. The purpose of the
Rapid Migration program is to help our customers migrate their current NaviLine applications over to ONESolution platform as
quickly as possible. Once your initial migration has taken place and you better understand your new ONESolution applications
you can decide if additional enhancements or software changes are desired going forward. We have included the following
required professional services to ensure the initial migration goals are met:
• Remote Project Management
• Remote Consulting and Training
• Remote Installation
• Remote Data Conversion/Utilities
• Built -In Reporting and Analysis Tools
• Hardware and Operating System Services
• Ongoing Maintenance and Support Services
Page 8 of 9
SMIA- 100788 SunGard Public Sector License Agreement0920.doc
'With exception to infrastructure third -party components such as Windows Operating System(s), database management software
and networking software, identified third party software components and related costs are accounted for in the products identified
above (ONESolution Global Core - NaviLine, ONESolution Community Core - NaviLine, ONESolution Financial Core).
The amounts noted above shall be payable as follows:
Upon Execution
$34,414.00
First Anniversary of the Execution Date
$34,414.00
Second Anniversary of the Execution Date
$34,414.00
Third Anniversary of the Execution Date
$34,414.00
Fourth Anniversary of the Execution Date
$34,414.00
Terminated Programs
Upon Go -Live of the ONESolution Component Systems the following NaviLine products will be terminated:
GMBA w /Extended Reporting (GM), Payroll /Personnel (PR), Occupational Licenses (OL), Code
Enforcement (CE) and Building Permits (BP).
NaviLine Products to remain shall consist of the following: Retrofit Modifications (8), HGE Client Licenses
(GU), Work Orders /Facility Management (WF), Continuing Property Records (CP), Customer Information
Systems which includes OR and LX (CX), Document Management Services (DX) and Fleet Management
(FM), Purchasing /Inventory (PI), Accounts Receivable (MR) and Asset Management 11 (A2).
EQUIPMENT: Host(s) or client server configuration(s) and /or combinations of host(s) and client server
configuration(s) within the United States of America for which SunGard Public Sector supports the
Software. Customer acknowledges that certain Component Systems of the Software may require specific
host or client configurations. Customer, as soon as reasonably practicable, will provide a detailed written
description of the Equipment so that SunGard Public Sector can confirm that it is a configuration on which
SunGard Public Sector supports use of the Software.
NOTICE: To use any of the Software, Customer must also obtain, install on the Equipment and maintain
SunGard Public Sector- supported versions of certain software products and software /hardware
peripherals. By this notice, SunGard Public Sector is advising Customer that Customer should consult
with its SunGard Public Sector Professional Services representative to obtain a written listing of such
necessary software products and software /hardware peripherals.
Page 9 of 9
SMIA- 100788 SunGard Public Sector License Agreement0920.doc
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