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Res No 124-19-15396RESOLUTION NO. 1 24—i q—i S�gF A Resolution authorizing the City Manager to expend an amount not to exceed $16,000 for the ONESolution finance proprietary software upgrade from Central Square Technologies, a sole source vendor to be paid from account 001-1340-513-4634, Information Technology Maintenance. WHEREAS, the City's ONESolution finance software system was purchased in October 2010; and, WHEREAS, the current ONESolution finance proprietary software system needs to be upgraded with the latest version to enhance and improve the software's efficiency and security; and, WHEREAS, the City is unable to secure any additional quotes from any vendors for the upgrade of the City's ONESolution finance proprietary software system because the software is the exclusive property of Central Square Technologies, previously known as Sun Gard; and, WHEREAS, it is not in the City's best interest financially, to procure any new financial software as for the large cost and additionally, the ONESolution software has been used by the City since 2011. NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT; Section 1. The City Manager is hereby authorized to expend an amount not to exceed $16,000 from account 001-1340-513-4634, Information Technology Maintenance with a current fiscal year 2019-2020 balance of $114,939. Section 2. Severability. If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. Section 3. Effective Date. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED thislst day of October, 2019 ATTEST: APPROVED: //,'Z-J CITY CNERK 0 MA OR COMMISSION VOTE: 5-0 Mayor Stoddard: Yea READ AND APP OV D AS T F M, Vice Mayor Harris: Yea LAN EE bALITYAN Commissioner Gil: Yea C TIO THEREOF Commissioner Welsh: Yea / L_ it �, Commissioner Liebman: Yea Agenda Item No:1. City Commission Agenda Item Report Meeting Date: October 1, 2019 Submitted by: Michelle Caloca Submitting Department: Finance Department Item Type: Resolution Agenda Section: Subject: A Resolution authorizing the City Manager to expend an amount not to exceed $16,000 for the ONESolution finance proprietary software upgrade from Central Square Technologies, a sole source vendor to be paid from account 001-1340-513-4634, Information Technology Maintenance. 3/5 (City Manager -Finance Dept.) Suggested Action: Attachments: Memo Central Square ONESolution Version 18.2 Upgrade.docx Central Square ONESolution Version 18.2 Upgrade .docx southmiamiDraft Quote OP_2019-09-26 09-26-43 PM.pdf Res No 229-10-13263 - Purchase of ONESolution.pdf SoutYO' hMiami TNF CITY OF PLFASANT I IVING OFFICE OF THE CITY MANAGER INTER -OFFICE MEMORANDUM To: The Honorable Mayor & Members of the City Commission From: Steven Alexander, City Manager Date: October 1, 2019 Agenda Item No.: Subject: A Resolution authorizing the City Manager to expend an amount not to exceed $16,000 for the ONESolution finance proprietary software upgrade from Central Square Technologies, a sole source vendor to be paid from account 001-1340-513-4634, Information Technology Maintenance. Background: The City's ONESolution finance software system was purchased in October 2010. The current ONESolution finance proprietary software system needs to be upgraded with the latest version to enhance and improve the software's efficiency and security. The City is unable to secure any additional quotes from any vendors for the upgrade of the City's ONESolution finance proprietary software system because the software is the exclusive property of Central Square Technologies, previously known as SunGuard. It is not in the City's best interest financially, to procure any new financial software as for the large cost and additionally, the ONESolution software has been used by the City since 2011. Amount: An amount not to exceed $16,000. Account: 001.1340.513.4634, Information Technology Maintenance. Attachments: Resolution for approval Central Square Upgrade Quote Resolution 229-10-13263 2 ®® CENTRALSQUARE TECHNOLOGIES Superion, a CentralSquare Company Quote Number: Q-00021936 Quote Prepared For: Michelle Mascarenas-Jackson, Systems Analyst Supervisor City of South Miami 6130 Sunset Drive SOUTH MIAMI FL 33143 Add -On Quote Quote Prepared By: Denise Pratt, Account Manager CentralSquare Technologies 1000 Business Center Lake Mary, FL 32746 505-992-9892 - _ . Phone: +14073043027 Fax: (407) 304-3301 ` denise.Pratt@centralsquare.com Date:09/26/19 Internal use only — not to be sent to a customer Professional Services _ Installation &Configuration Product Name ONESolution Hassle Free Support ONESolution Public Administration -After Hour/Weekend Installation Enterprise Cognos Installation PS ONESolution Finance Installation Consulting Product Name ONESolution Finance Only 10.x+to 18.x Upg Training Product Name ONESolution Finance Only 10.x+ to 18.x Upg `4•• ,� �" l Amount PA-OS-AO-PSHFS-PS-SVV 0.00 ! .150,00, P3 FPS-cG-FNCGIUPSJ-PS 8 1,400.00 �3,ko b I Total 5,600.00 Amount PA OS AO-OSUPGIO\FOUG-PS 19 3,040.00 Total 3,040.00 Amount PA-0S-A0-0SUPG10XV0UG-PS 1.7 4,320.00 5 Page 1 of 2 ®® CENTRALSQUARE TECHNOLOGIES Project Management Product Name ONESolution Finance Only 10.x+to 18.x Upg Total PA-OS-AO-OSUPGIOXFOUG-PS Total Total Professional Services Summary f� Product/Service Professional Services Total Internal use only — not to be sent to a customer 4,320.00 Amount 18 2,880.00 2,880.00 15,840.00 Amount ,840.00 Su r ` \, l'1 15,840.00 USD Y,J, 0.00// D a Page 2 of 2 RESOLUTION 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 S-year period, interest free, for a total amount of $34,414.00 annually to be paid from account number 001-1410-S 13-7110, 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 I. 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- 7110. Section 2. That this resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 19th day of Ogjtober 2010 Read an proved as to form and ici cy: City Attorney APPROVED: May e COMMISSION VOTE: 5-0 Mayor Stoddard Yea Vice -Mayor Newman Yea Commissioner Palmer Yea Commissioner Beasley Yea Commissioner Harris Yea 7 • �.6-•i- 1i i , Pi CITY OF SOUTH MIAM1 OFFICE OF THE CITY MANAGER f. 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: Selected: Cosh Account Number. Backup Documentation: 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. The City of South Miami is requesting to execute a Software License and Services Agreement with SunGard Public Sector Inc. 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 o First Anniversary of the 'Execution Date $ 34,414.00 e Second Anniversary of the Execution Date $ 349,414.00 e Third Anniversary of the Execution Date $ 34,414.00 o Fourth Anniversary of the Execution Date $ 34,414.00 The annual payment for this purchase was included in 2010-2011 budget 001-1410-513-7110 Debt Services with a current balance of $35,000.00 V Software License and Services Agreement 0 JRE NOV TY f 1 f,aK'c, OFF!" RECEIVED NOV.0 8 2010 FINANCE DEPT. ('i . --81S VlIARE 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") AND 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, andlorAddenda 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: HP.:e.= AiraWl PRINT TITLE: C dy M A6,14kee DATE SIGNED: lo 2DL,?o1D SunGard Public Sector 13Y: PRINT NAME: • Ww.' PRINT TITLE: tie, . DATE SIGNED: V5 0 Ot '�. - t Page 1 of 9 SM1A-100788 SunGard Public Sector License AgreementO920•doc 0 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-, vstem" 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. "Confldenti I ,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; (R) the Discloser regularly discloses to third parties without restriction on disclosure; or (iII) the Recipient obtains from a third patty 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. oDefecr 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. "Eaulp03erf 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 (IQ 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.' "Inteifectual EMRe& Rightf means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks and Confdential information. 'Soft war_e* means the Component Systems Csted In Exhibit 1. `Customer Emoloyeee"_ means: (i) Customer's employees with a need to know; and (10 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. ,Abject 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. "Reolylemeans the party receiving Confidential information of the Discloser. "Software Supplemee t" means, with respect to a Component System, the addendum provided as part of Exhibit 1 that contains additional terms, conditions, limitations andlor other information Page 2 of 9 10 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 Cock° means computer programs written in higher -level programming languages, sometimes accompanied by English language comments and other programmer documentation. 2. Rlahht 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 Oft 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 w1l 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) Object 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) RegWdons 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 andfor output sensory displays of or from the Software by third parties on a strict "need to knout basis, and such use will riot be deemed a non. permitted disclosure of the Software. Customer will riot 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) !.Ll ellectuai Property fr€ghts Notices. Customer is prohibited from removing or altering any of the Intellectual Property Rights notice(e) embedded in or that SunGard Public Sector otherwise provides with the Software, Customer must reproduce the unaltered Intellectual Property Rights notices) 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) Workmanrike 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 wrih notice to that effect, Page 3 of 9 SMLA 100788 SunGard Public Sector License Agrvemeni0920.doc 11 provided that such replacement does not violate any law or governmental regulation applicable to such personnel replacement. (d) Conditions On Provjding Services. In each instance in which SunGard Public Sector is providing Customer with services, SunGard Public Sector and Customer *11 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. 5. Delivent, Except as otherwise provide in Exhibit 1, SunGard Public Sector will deriver all Component Systems to Customer at the Delivery Address within thirty (30) days after the Execution Date. S. Payment and Taxes. (a) PaMlent. (i) License fees. Fees for the Software will be due to SunGard Public Sector as provided for In Exhibit 1. (11) [!&Ssslonal Seryic 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 identfied 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. (ill) Late Charge. 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 (IQ the highest rats 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 Of 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. hjmited Warranty, Disclaimer _of -Warranty and Election of Remedies. (a) [ teed 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 4of9 . SMIA-100788 SunGerd Public Sector License Agreement0920.doc 12 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 ftited warranty. These remedies are exclusive and are in lieu of all other remedies, and SunGard Public Sect6fs sole obligations fnr 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, 'Ii;tILL 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. (a) AbLogg#M of Limited Warm& The 6maed warranty in Section 7(s) will be null and void rf: 0) anyone (including Customer) other than SunGard Public Sector modifies the Baseline Component System; or (it) 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 Infonnatio . Except as otherwise permitted under this Agreement, the Recipient will - not knowingly disclose to any third party, or make any use of the Disclosees 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 Rem 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. S. 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: (1) Customer must promptly notify SunGard Public Sector of any such claim; (IQ 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 Sectoes right to control the defense of the claim and negotiate its settlement or compromise); (IIi) Customer must cooperate with SunGard Public Sector to facirdate 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 13 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 became, 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 1S SUNGARD PUBLIC SECTOWS EXCLUSIVE OBLIGATION WITH RESPSCT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RiGHTS. 10. Term and TeLnjipation. (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 4i Obligation& 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 ahts and Remefts. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. 11. No s. 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 malt, 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 wil€ be liable to the other for any failure or delay In performance under this Agreement due to circumstances beyond its reasonable control, including Ads 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. A_ssig9mgnt; Neither party may assign any of its rights or obligations under this Agreement, and any attempt at such assignment wifl 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 ail 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 Waive;. 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 SecWr Liioense Agreement0920.doc 14 15. Choice of Law; Severabl ity. This Agreement wilt 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 SECTOWS 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 s RISE TO THE LIABILITY. (b) EXCLUSION OF DAMAGES. i 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. Enure 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 15 EXHIBIT I Customer. City of South Miami DetiveryAddress: 6130 Sunset Drive, South Miami, FL 33143 SOFTWARE: (based on 36 concurrent users) SunGard Public Sector Componeat S stems License Fees Rapid Migration Services = ONBSoluton Global Core-Naviline - OS-GCORENV ONESoluton Financials & EM $ 14 940.00 S 85120.00 ONESolution Finandals Core Module fted on 35 concurrent users - OS FCORENV 15,100 00 OI�:Solution Qanerat Led - OS-OLDO z3 700 00 ONESotutlon hVrn ctLed - 03dPLDG 10,500•OD ONESolution Bud e ' includes Item Detail & Position Bud etin • OS-BDTL 10.500.00 ONESolution Accounts Pa able wMank Reconciliation - OS-AP'BR 9 804 fl{i ONESoIution C)Ld& Dxag & Drill - OS-CDD 4,200.00 ONESolution &a Laser Forms - OS ELF 3 200 00 ONESolution Purchasing - OS PURCH 11,900 00 ONBSoletion Stores Invent - OS-STRiN'V 11,500:00 ONESoiudon Accounts Receivable - OS-ACCTREC 8,400.00 ONESolution Pa - OS -PAYROLL 18100.00 ONBSoludon Human Resources - OS-HR lb 400.00 ONESolution Fixed Assets - O&fXAS 8,400.00 ONESolution Community38,400.04 ONESoludon Communfit Care Navi'line - OS-CCORENV 1.600.00 ONESolution Central Recei - OS-CRCPT 1700.00 01SMS61ution Central Pm File - OS -LAND 8,800.00 ONESolution Permitdn - OS-BPMr 20,100.00 ONESolution Business Account Man - OS -DAM 10 800.00 ONESolution Code Compliance - 08-CCIVIP 10.100A0 ContinM Fund ImpLementation Services 1 10.00 Sub Total License Fees S 224►740.00 Karl Ad to Discount Is $ 193,100.00 SunGard Public Sector Component ms Total 31 40.00 S 140,438.00 Notes to Table: r Travel and living expenses are additional and will be billed monthly as SunGard Public Sector renders the services. rRapid 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 Navr'Lino 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/UtOities • Built -In Reporting and Analysis Tools • Hardware and Operating System Services • Ongoing Maintenance and Support Services Page 8 of 9 16 SMIA-100788 SunGard Public Sector Ucense Agreement0920.doc 3With exception to infrastructure third -party components such as Windows Operating System(s), database management software and networking software, identified third parry software components and related costs are accounted for in the products identified above (ONESolution Global Core NaviLine, ONESolution Community CoreNaviLine, ONFSolution iri mciial Core). The amounts noted above shall be payable as follows: Upon Execution $349414.00 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 Plromma Upon Go -Live of the ONESolutlon 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 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, wits 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 softwarethardware 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 17 SMIA-100788 SunGard Publle Sector License Agreement0920.doc YM44ttRLtgftRt•L'Ql ' ••: •>tal M fists ��d SRs�TfOttt'odstdst!l�tm4•^ W �pWOtS�il7oii�I�Rj:4A01�t?.r +:t: ,y9 RA i RtEa tt stttiftl0et' .PA I aV Pt>ta�iBj%9S4 S0 Si�R •�AiIEtA� �� . • '•N�1� ��J4�NtAtittpQiN »I ;� '' ice•: • �: �atwGl•?tY• � I srSA�►,y s�-.e•e►SY 'I' •' tee 4t�6tult�l.�. .'tlts3t •i�''f • ti �fr%�ht•' K y •fi. t�l �r.ri1•LS lJ 1 ---: ems•... �_ ..�.��+rr�'"r:r_`%iY _�'Z�L, if ±vafi.�'L, t�••au...p �; r,: -••: f. ;Rv . • .l't•;:wrdY•t�7�'Z:.•il.:; fi. C •�'qu(}.J, uIi ��r` ` ��t� � Sri L:i t: r • � •: 1s•rti(•,� a�. •�iJ�J!tt7b�, ,�T?,�`J't`�"�ntt•.;.; {�aZw.{. �:•tit.A�*••QvS.i4r•:tM.,•*!r•►2��i".,t"�:•t'J4�' $*'t�':�•• $ �.+.'ii{ tr:'�' •J^j C P . Lr`ayr. ::1 r• f•!N%r . •:: K•r•.i "._' i'�tit�i�r:t k7 :,:: ��•...,•[•t;':0,?�Y:l.�: .. 00 asrcacaovar� . pLi+4iio ��17D7 �� >ZttsC1 tutaty:q�0elsd Z►l3�d'A �t't1/8s1 VV• ts�eo�aototic ao sfiA vw osa�oq PQQii Ott alS a0do otpso)p&WPtnjows'puo % Z PO tovtllatpt'�tvy3Qq=trgg �io� WA W dIcamottpoo9ad POUR" O"JO POW Q m{'aOYgd'4ut�0 v�d�6+1 Rim t9 PnQEYI W tip (CIS mod ss0 iD+mtotlt [sow two puo�vso p�rto Snag s4t1 RW ' q M POn M D�aWffWOn4�d katoe�� Q atelaiag4 csy,attvduaauigrsstQim[[ DvaaPf+�li Y41tRto3 oycp{mrt umsolFS�4VaSaRstC�El4ediodvCtx�wvq �i�9 kRQ f�IW � a01aW Slir¢ lositxy i�1/ WOO )D= matt QtQSIQQro{ Io o[d w ndt+nwoz<vi=sw amp Ntrtdl�ISN'dd IWYiM HLt103 3Hl F>�GtR3tVY- 4tQL'Bt tlSgOJOp flM8Yr7}i :M Wd aO BOIIOW • IWVIW KMOS dO MID io�iivtct eW eQ eoloo�i io tsA'V {�'I a Sttrp t�ue�t�e to /.doo R=t10t1Ea eta Itsfl atONold'kett►aI vp N sal to P •evdedtaeatt t�A8v1.1 iEt6v9 Ptcte [dPOx )Amuv4mgm aumand �istt9 �ft� lSSSPtW � �o t'o�N [�0'I 9[tl�'q'1YS77 txnststpmvyittp a+t�tGeouooePt►',ml3d'A Rau cdde fimaslvd 1vwA to ptwbyolePo oti> oxias L4GYq•Mmd0 Atm(m daxsa'W 40 UVIS SMAParn�'atmoo �osox�u�w trnr� x�OftaM eridte mqimu semisns Aim mm CITY OF SOUTH MIAMI a s COURTESYNOTICE is O 11. NOTOE IS HEREBY Divers Suit the C1y commission of the City of South Miami, notice vA0 conduct Nola Heungs at its regular a a City Commission meeting scheduled forTuasday, October 1%2010 beginning a[7Mp.m in the only Commbdcn Chamber, 6180 Sunset them, to the folw4rg ltw*, g w a sP t' consider An Commerce of the Mayor and City Commission at the City a Saudi Meet, Florida amadbg the South Miami Pension Man, colliding or an smadmad ill Secaan 16.12, containers. W comply Win eunent CRY poppy concerning the definition s of annul canpar5atbn, that average compensation, department head, employee, fail time empbyae, parbokadon and y g part-timer employee; amending Section 16.14oln)(b) to Clow regr¢d padkparre to change a bele0dary up to We times U. ipj O at the peNClpai cost in compliance wan Chapter 2009.97, Lawn of Florida; amomd6g the City o1 SouOb Miami Prober OfficelsaetirememTivat g Fed toptwWafocemplhncowith chap1o2009.97, Laws of Florida; a mending Section 1617101to GG7 eilmonto the 3% Intaoetpaymart m ietumdwnifemon;proviolgforswcrznAily; pmvtding forcodUtrafion;and pmv;0ing UIs Z 8 iameNeaivo Cato. u An ordinance of the Mayo and CRY Commission of the City at South Miarrd, Florida, reJaWg to Chapter 5 of the City Code, vs mending Sections 6-2, 54-1, 6-W, 5.24 and S-2,4 and among 5-2.5 though 5-2.12 of Ow Code of Ofohmxes applied 'Poultry and lout', now to be enNed'ChUs ns'; providing for Ow meinta3mng of well-mannered chickens Sauter a ¢Italn h me, q a and eonG6ero; millions offlam meet pmooedurea; providing far awerebiliy, Whemeea in coNpeL and an offecdve lre, rypI 2 . 4, 0. d An Co^x onafthe May., and me Coy Commission of the Cyof South Miami, FlodWrdatig to min toe scle hedu, amendig 2 c r� OKAnum,2l-09-2013 as smerckd by Ordnance to Include a new Pending OWISlon Fro Schedule, Inoeasbg some polling g me. adding new ties and tlaiegng some fees Imm Ina schedule. pmvidng far sevembiltty. OMhlanc es in criminal, and pmkfing an e8/aNe dde. An Ordinance of me Mayer and Cy Commission of the City of South Miami. Palen. emendMg the tart of the South Mismd CbmpmhensivePlari, by mending the Comprche eNe Plan Future Land UaeElement Toenter toadopt a mew, future land use r map category entitled `Low Density Affordable Multipte-FarNy RaudePdal (Awn staryr whirls in the future could can applied e as g i to dwlUredapment prolocts rimprinter Providing mulVO-family, housing untie or loom home units in tramNoul residential area% Providing for sweabilty provlan9 bromdNancos Incadlkt; dlectivo dab. b at S and Providing an c ti y Per Ordinance of the Mayoral Cry Commissionof the City of South Mkmi Florida,,ar,ading the Future Land use Map of coI sa m the South MWW CanpfehensNe Man by changing the future tend use map category, from Mixed -Um Commander Residential 8 (Few Story) W Mixed Uso-ASardabb Ftousbg (11w Story) term an amp Maenad as aped of the proposed Mail. Square Development Project gellaegy located at the salheast comer of SW Seth Street and SW gain Aseae and the southeast c' .a a Same SW comer oSam me and SW dean Mace inatudhg Properties more specifically y bgatiy dasenbetl in Sadism 1 of this e � aroanco; prwkang fa¢averab,'6ty, provion9 faroldmmcesm conifwt and proWdng an <HeoSva data nZ e v 8 An Cdneem of the Mayor and City Commission of the qry of South Wow Florida, mordeng the Fulao Land We Map of != tlm Saudi Miami Compwuerrom Plan by changing the future land age crop category from Mbaxi Commercial Resdmtlal (Farm Stets to Residential 7 Limited Commercial District (Avo stay) fa an aria Identiffd as all proportion lacing the west v 4 a1deofSW62 Avenue fromSW64th Sheol to SW 69m Smetinddmg 6914 SW spin Street said prooplssmore speWcopy Iega8yde9crlbdln Sa ionlotthhoronmco; proviOUg far aevefAWllty;proNdng (a adbaaaincmtlbl;ad prwWvg S an esaAive data. An Ordinance of Oro Mayor and City Commission of the City of South Miami Flodds, smanding ilia Future Land Use S Mop of Sla South Miami Comprehensive Plan by changing out Mum lad use category from Single -Family Residential 0 g (Two -Stay) to Pmxa and Open Spam for the properly Identified as Van Smith Pads located at 7800 SW 59 Avenue (Fofw No. 094036-039-0020 and Falb No. 094036-039-0025); providing far remerablDy; Presiding W oldlrwncm in p IN 11 con6lo; and pwidhig en effective date. '4 C- AResolution Oftne Maya ad City Commission of the city of South MiamLFlorida, OYeeafahtg the City Marietta, to execute wase"O an agoementvltu Digital PeymntlecMorogia,Carp, a Camadimfederal compeationouthobtaks ansaptnuslmssln the State Fbrxdatopumhas, =B s of thirty-eight (38) PemMy Pay Stallamto be placed gvaughout the City of South oirri proming an sfkatise data. A Resolution of the Mayor and City Commission of the City of South MIML Florida. Aohnrbong the City Manager W amur In to an agreement with SunGard Punts Sector Ina for Software Maintenance. For Ina sum of 6175,000 far 5-years, annual maintenance fie payment $35.0101100 win be paid from acaamt number 001-1410.513.40M Maintormas Computer 7i:^._.. ��r 0 F Progratt^.: and pvWtllrg fa an Mfeptivrdata. A Resolution of the Mayor ad Coy Commission of the qry a South Mfamt Florida, Authaving the qry Manages to enter y g In m an agreement with Seri Pdblc Sector Inc. fa SoMma users, and Sankes. Faro¢ elm of 5172,0T0.0o war a � eer pefd Interest firmat a lotal of 534A14.00 annual from eocout rnrbw 001-141gb13-MO; ad govidbg fa m 3a d(patNe date. tot ForhoUminfpmation.pleamcontac Chy CIMfs Omcaxl(905)663.6340. Vg ALL Imminent course, are lilted to attend and wN be heard 3 Marlin M. Menendez, CMC City perk a�, PnauWlonapMBnINW Pa/41a.,1nCr#axebyroWnlMpRtrtaen111aper5cnyekq Mppra ey'4tdbW m,00br,MvaaW.,gmcyaeammbaanMppeM t+mym,aaem+ySeNKe,MedvgwaNr'rvj,1,eerfMnewelGnagaMKsgae,LYg4xMaulKKr4,P^Po1,.n0,.aW PolsnmryrcMNmfunl/f1s1e,0aen ,awvE 011FOpoK.Srgr Y,W,�ekM1,vuti,b1,N,Ne,4G'4,IrM MUmxNw, WiN IM1nrW 11cb [aeWN. Dr. Jerome Hemandez is pleased to announce his practice has moved to the Kendall Optical Center 7400 North Kendall Drive, Suite 110 Miami, Florida 33156 (305) 670-6060 Dr. Hernandez has been in practice in the Miami areafor the past twenty years specializing in general optomehy, Hard -to -fat contact lefts cases, ad well a3 law vi91Dn. For aver forty years, the Kendall Optical Center had been known for Its preamIum eyenaear, exceptional quality and outstanding service. Schedule your eye exam today and loin us as we welcome Dr. Hernandez. 11 this DiscdunfoN • edto �othe purchase wm�ato�rxm„ tit re a O ceMO, oaframesf Cash Back On Trane t s •ac Conditioners. today, And receive an Instant Rebatel to I I Aliens laDMaRByRera edho etGxbncF rating of ISO MERve save you W 1067%a1(y0ur pararpa, vatla raPP4q uP to 2➢ p81bm 01 mdPWa a day from home lQ. ymD yap od and cmnsomela. Alen, p tD ere Oct beans Maym 20/0, you rri0 g¢I an Mum Aerate tlaca ton b51,000'. Rusap to51,495b FPlxeaalesl - �VP11.A�1.E � s mer,tnsamaSu Expenditures tram you Independent Iran# Desist , 1MNS"'WADe 305-969-2600 Miend,fl33176 lreeEV Aa1WYAMa11PNR1#MNI[eY#KVT52131[0.4NAKfIIIN1f ertY umaaavrostxma a,u/NurvsrravAmunlraavovwnaWrrersrau edYVWtM19EnaMelf4 WAVN65Mll#uR ltvat<aW40 hm EU E,eM VM,vIm IXa OaaWwYGNMWvuM1WabM oobbawabeuuw.mymal a,u b.ngbuc,rabm.bnlpaaglvl,vmeaa YWeR4nNCM KAo1 effaayWWRR�P9911. NrvW raKrpK amp It50x Na'aIII,IYaaY pup Sze StfiflbPNlV}r2ixl�1aeeleeb WtlYKl NatbnleY$ IWN nor-,f,WWv,aa aeuryWnRnarsai./b xAw,a aebarri enapw b,mW4M KYCH. Wier ,W brI,IW a4pnD9 µwq[rn raeK