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18South Miami F or i d a CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER u Mlai�ca Cq! INTER - OFFICE MEMORANDUM 1 zoot 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: a Upon Execution $ 34,414.00 a First Anniversary of the Execution Date $ 34,414.00 a Second Anniversary of the Execution Date $ 34,414.00 a Third Anniversary of the Execution Date $ 34,414.00 a Fourth Anniversary of the Execution Date $ 34,414.00 Account Number: The annual payment for this purchase was included in 2010-2011 budget 001 -1410- 513 -71 10 Debt Services with a current balance of $35,000.00 Backup Documentation: ■ Software License and Services Agreement 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 RESOLUTION NO.: 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 -5I3- 71 10. Section 2. That this resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this day of ATTEST: City Clerk Read and approved as to form and sufficiency: City Attorney 2010 Mayor COMMISSION VOTE: Mayor Stoddard Vice -Mayor Newman Commissioner Palmer Commissioner Beasley Commissioner Harris SOFTWARE 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 ") GILD 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 /or Addenda 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, FL BY: PRINT NAME: PRINT TITLE: DATE SIGNED: SunGard Public Sector BY: PRINT NAME: PRINT TITLE: DATE SIGNED: Page 1 of 9 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 all 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 Sector's 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: (i) 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 "Exhibits." "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. " Obiect 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 Page 2 of 9 SMIA- 100788 SunGard Public Sector License Agreement0920.doc 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. "Source 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) Ject 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. 4. 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, Page 3 of 9 SMIA - 100788 SunGard Public Sector License Agreement0920.doc 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 Sector's 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 Page 4 of 9 SMIA- 100788 SunGard Public Sector License Agreement0920.doc 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 IN 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; (ii) 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 Page 5 of 9 SMIA- 100788 SunGard Public Sector License Agreement0920.doc 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 will 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. Assignment. 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. Page 6 of 9 SMIA- 100788 SunGard Public Sector License Agreement0920.doc 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. Page 7 of 9 SMIA- 100788 SunGard Public Sector License Agreement0920.doc EXHIBIT 1 Customer: City of South Miami Delivery Address: 6130 Sunset Drive, South Miami, FL 33143 SOFTWARE: (based on 35 concurrent users) SunGard Public Sector Component Systems License Fees Rapid Migration Services 2 ONESoluton Global Core - Naviline - OS- GCORENV $ 14,940.00 ONESoluton Financials & HR $ 85,120.00 ONESolution Financials Core Module based on 35 concurrent users - OS- FCORENV 15,100.00 ONESolution General Ledger - OS -GLDG 23,700.00 ONESolution Job/Project Ledger - OS-JPLDG 10,500.00 ONESolution Budgeting includes Item Detail & Position Budgeting)- OS -BDTL 10,500.00 ONESolution Accounts Payable w /Bank Reconciliation - OS -APBR 9,800.00 ONESolution Click Drag & Drill - OS -CDD 4,200.00 ONESolution Easy Laser Forms -OS -ELF 3,200.00 ONESolution Purchasing - 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 8,400.00 ONESolution Community 38,400.00 ONESolution Community Core - Naviline - OS- CCORENV 1,600.00 ONESolution Central Recci 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 Management - 08 -BAM 10,800.00 ONESolution Code Compliance - OS -CCMP 10,100.00 Contingency Fund Implementation Services 16,910.00 Sub Total License Fees $ 224,740.00 Earl Ado Per Discount $ (193,100.00 SunGard Public Sector Com onent S stems Total $ 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. 'Rapid 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 CR and LX (CX), Document Management Services (DX) and Fleet Management (FM), Purchasing /Inventory (PI), Accounts Receivable (MR) and Asset Management II (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. 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