Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Res No 166-24-16271
RESOLUTION NO. 166-24-16271 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND ENTER INTO A MULTI-YEAR AGREEMENT ~TH CENTRALSQUARE TECHNOLOGIES, LLC FOR THE SUBSCRIPTION PURCHASE OF FINANCE ENTERPRISE SOFTWARE AND RELATED HARDWARE AND MAINTENANCE AND SUPPORT SERVICES FOR A FIVE-YEAR TERM, IN AN AMOUNT NOT TO EXCEED $82,013 IN FISCAL YEAR 2025, AND AN ANNUAL SUBSCRIPTION AMOUNT OF $72,024 IN FISCAL YEAR 2026, WITH FIVE PERCENT (5%) INCREASES EACH FISCAL YEAR THEREAFTER FOR THE REMAINDER OF THE TERM; PROVIDING FOR IMPLEMENTATION, CORRECTIONS, AND AN EFFECTIVE DATE. WHEREAS, the City of South Miami (the "City") has utilized the Finance Enterprise Software Services (the "Services") offered by CentralSquare Technologies, LLC (the "Vendor") since 1995; and WHEREAS, the City currently utilizes the Vendor for the Services through the ONESolution software system which was purchased in October 2010; and WHEREAS, the current ONESolution software system offered by the Vendor has reached the end of its useful lifecycle and needs to be upgraded with the latest version to enhance and improve the software's efficiency and security; and WHEREAS, the Vendor has proposed entering into an agreement, attached hereto as Exhibit "A" (the "Agreement"), for the provision of the Services based on a subscription-based model for an initial five-year term in the amount of $82,013 for fiscal year 2024-25 and $72,024 for fiscal year 2025-26, with five percent (5%) increases for each fiscal year thereafter for the remainder of the Agreement's term; and WHEREAS, Article III, Section 5 of the City Charter provides that all purchases in excess of $5,000 shall be approved by the City Commission after competitive conditions have been maintained and competitive bids sought from at least three different sources of supply, if available, with such determination to be made by the City Commission; and WHEREAS, City Staff has determined that the Vendor is the sole source provider for the Services and accordingly, other sources are not available, and it is not in the City's best interest to procure new software from a different provider due to the large cost of procuring and implementing a new software and the City's long-term relationship with the Vendor; and Document ID: Be299517738d69c921501334c187cb01gee2l5cM8ca.5ac3t8516923585a792 Resolution No. 166-24-16271 WHEREAS, the City Commission desires to authorize the City Manager to negotiate and execute the Agreement, based on the form attached hereto as Exhibit "A," with the Vendor for the Services in the amount of $82,013 for fiscal year 2024-25 and $72,024 for fiscal year 2025-26, with five percent (5%) increases for each fiscal year thereafter for the remainder of the Agreement's term; and WHEREAS, the annual cost for the Services will be charged to Information Technology Maintenance Account No. 001-1410-513-4634, which has a current balance of $124,242 before this request, or such other funding source( s) as determined by the City Manager to be in the best interests of the City; and WHEREAS, the City Commission fmds that this Resolution is in the best interest and welfare of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AS FOLLOWS: Section 1. Recitals. The above-stated recitals are true and correct and are incorporated herein by this reference. Section 2. Authorization. The City Manager is hereby authorized to negotiate and execute the Agreement with the Vendor for the Services, based on the form attached hereto as Exhibit "A," in an amount not to exceed $82,013 for fiscal year 2024-25 and $72,024 for fiscal year 2025-26, with five percent (5%) increases for each fiscal year thereafter for the remainder of the Agreement's term, subject to the approval as to form, content, and legal sufficiency by the City Manager and City Attorney. The annual cost for the Services will be charged to Information Technology Maintenance Account No. 001-1410-513-4634, which has a current balance of $124,242 before this request, or such other funding source(s) as determined by the City Manager to be in the best interests of the City. Section 3. Implementation. That the City Manager is authorized to take any and all actions necessary to implement the Agreement and the purposes of this Resolution. Section 4. Corrections. Conforming language or technical scrivener-type corrections may be made by the City Attorney for any conforming amendments to be incorporated into the fmal resolution for signature. Section 5. adoption. Effective Date. This Resolution shall become effective immediately upon PASSED AND ADOPTED this 4th day of November, 2024. Page 2 of3 Document ID: Be29951m8d69c:921501334d87cb01gee2f5d48ca58ce673185169235858792 Resolution No. 166-24-16271 ATTEST: READ AND APPROVED AS TO FORM , LANGUAGE, LEGALITY AND EXECUTION THEREOF \VJtf?fu"§'mzMAHELFMAN COLE & BIERMAN, P.L. CITY ATTORNEY Docunent 10: 8c299S t 1736d69c921501334d87cbOl 9ec2f5d48caSllcu673f85 1692358Sal 92 APPROVED: COMMISSION VOTE: Mayor Fernandez: Vice Mayor Bonich: Conunissioner Call e: Commissioner Liebman: Commissioner Corey: Page 3 of3 5-0 Yea Yea Yea Yea Yea CST-2024-102427 CentralSquare Solutions Agreement This CentralSquare Solutions Agreement (the "Agreement"), effective as of the latest date shown on the signature block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC with its principal place of business in Lake Mary, FL ("CentralSquare") and City of South Miami, FL ("Customer"), together with CentralSquare, the "Parties", and each, a "Party". WHEREAS, Customer entered into a prior agreement for Software products with Superion, LLC, a CentralSquare Technologies, LLC company; and WHEREAS, Customer is a currently licensed end user of the Superion Software; and WHEREAS, through asset purchase, CentralSquare is the owner of all Superion Software products, services, and contractual obligations; and WHEREAS, Customer desires to discontinue use of the Superion Software products and upgrade to the CentralSquare Software solution identified in Exhibit 1 to this Agreement; and WHEREAS, this Agreement shall replace and supersede any and all prior agreements directly related to the Superion Software products being replaced by this Agreement. WHEREAS, CentralSquare licenses and gives access to certain software applications (“Solutions”) to its customers and also provides maintenance, support, migration, installation and other professional services; and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to provide support and maintenance, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement: CentralSquare Technologies, LLC City of South Miami 1000 Business Center Drive Lake Mary, FL 32746 6130 Sunset Drive South Miami, FL 33143 By: \Signature2\ By: \Signature1\ Print Name: \FullName2\ Print Name: \FullName1\ Print Title: \Title2\ Print Title: \Title1\ Date Signed: \DateSigned2\ Date Signed: \DateSigned1\ Solution: Finance Enterprise Term. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for five (5) year(s) from such date unless terminated earlier pursuant to any of the Agreement’s express provisions (the “Initial Term”). Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Agreement’s provisions (a “Renewal Term” and, collectively, with the Initial Term, the “Term”). Non-Renewal. Either Party may elect to end renewal of the Agreement by issuing a notice of non-renewal, in writing, to the other Party six (6) months prior to the expiration of the Agreement term. Fees. In consideration of the rights and services granted by CentralSquare to Customer under this Agreement, Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in Exhibit 1 (the Solution(s) and Services Fee Schedule). All invoices shall be billed and paid in U.S. dollars (USD) and in accordance with the terms set forth in Exhibit 1. If Customer delays Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Signer ID: ACPBLJLV13... 11/08/2024 PST City Manager Genaro "Chip" Iglesias Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F 11/12/2024 Chief Revenue Officer Ron Anderson CST-2024-102427 an invoice payment for any reason, Customer shall promptly notify CentralSquare in writing the reasons for such delay. Unless otherwise agreed by both Parties, CentralSquare may apply any payment received to any delinquent amount outstanding. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 Standard Terms and Conditions 1. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below: 1.1. "Affiliate" means any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Entity. 1.2. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions pursuant to this Agreement, and for whom access to the Solutions has been purchased. 1.3. “Baseline Solution” means the version of a Solution updated from time to time pursuant to CentralSquare’s warranty services and maintenance, but without any other modification. 1.4. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver the Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third-party services. 1.5. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Customer. 1.6. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the third-party services. 1.7. “Defect” means a material deviation between the Baseline Solution and its Documentation, for which Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. Further, with regard to any custom modification, Defect means a material deviation between the custom modification and the CentralSquare generated specification and Documentation for such custom modification, and for which Defect Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. 1.8. “Delivery” means: 1.8.1. For on-premise Solutions, Delivery shall be when CentralSquare delivers to Customer the initial copies of the Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic delivery, by posting it on CentralSquare’s network for downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a disc or other suitable media transfer method, or (c) installation, or (d) delivery of managed services server. Physical shipment is on FOB - CentralSquare’s shipping point, and electronic delivery is at the time CentralSquare provides Customer with access to download the Solutions. 1.8.2. For cloud-based Solutions Delivery shall be whichever the following applies and occurs first when Authorized Users have (a) received log-in access to the Solution or any module of the Solution or (b) received access to the Solution via a URL. 1.9. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solution(s), including any aspect of its installation, configuration, integration, operation, use, support, or maintenance. 1.10. “End User Training” means the process of educating general users of the Software on the operation of the Software. 1.11. “Entity” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other organization. 1.12. “Hardware” means any equipment, computer systems, servers, storage devices, peripherals, and any other tangible assets purchased under this Agreement. 1.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 1.14. “Managed Services Hardware” means any equipment, computer systems, servers, peripherals, and any other tangible asset purchased as a subscription under this Agreement. 1.15. “Maintenance” means optimization, error correction, modifications, and Updates (defined herein) to CentralSquare Solutions to correct any known Defects and improve performance. Maintenance will be provided for each Solution, the hours and details of which are described in Exhibit 2 (Maintenance and Support). 1.16. “New or Major Releases” means new versions of a Baseline Solution (e.g., version 4.0, 5.0 etc.) not provided as part of Maintenance. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 1.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing. 1.18. “Professional Services” means configuration, installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on-site support services, assistance with data transfers, system restarts and reinstallations provided by CentralSquare. 1.19. “Project Kickoff” is a meeting to occur shortly after contract execution between CentralSquare and Customer in which goals and objectives are set forth, all parties relevant team members are identified, and scope, timelines, and milestones are reviewed. 1.20. “Reliability Period” is the time period in which the Software is tested and confirmed reliable by successfully completed fifteen (15) continuous days in a live environment with no repeatable Priority 1 or Priority 2 issues as defined in Exhibit 2, unless otherwise agreed in a statement of work. 1.21. “Software” means the software program(s) (in object code format only) identified on Exhibit 1 (Solution(s) and Services Fee Schedule). The term “Software” excludes any Third-Party Software. 1.22. “Software Version” means the base or core version of the Solution Software that contains significant new features and significant fixes and is available to the Customer. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. 1.23. "Solutions" means the software, Documentation, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement. 1.24. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable. 1.25. "Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare. 2. License, Access, and Title. 2.1. License Grant. For any Solution designated as a “license” on Exhibit 1, Customer is granted a perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to use the Software for Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable license. In such event, Customer shall not be entitled to a refund of any license fees paid. Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities, provided that the Software is installed and operated at only one physical location. The Software license granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever. 2.2. Access Grant. For any Solution designated as a “subscription” on Exhibit 1, so long as subscription fees are paid and current, (unless terminated as provided herein), Customer is granted a nontransferable, nonexclusive right to use the software for the Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional CentralSquare software subscriptions purchased after the execution of this Agreement shall also be accessed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable access. In such event, Customer shall not be entitled to a refund of any subscription fees paid. Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities. The subscription access granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 2.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicensable, non- transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solutions. 2.4. Application Programming Interface “API”. If the Customer has purchased any Application Programming Interface (API) license or subscription, Customer may use such API for Customer’s own internal use to develop interfaces which enable interfacing with the applicable CentralSquare Software purchased herein. The development and use of such interfacing applications is specifically permitted under the use granted herein and shall not be deemed derivative works provided that they are not, in fact, derived from the CentralSquare Software or the ideas, methods of operation, processes, technology or know-how implemented therein. Other than the usage rights granted herein, Customer shall not acquire any right, title or interest in the CentralSquare Software or API by virtue of the interfacing of such applications, whether as joint owner, or otherwise. Should Customer desire to provide or share the API to a third-party, the third-party must enter into an API Access Agreement by and between the third-party and CentralSquare directly to govern the usage rights and restrictions of the applicable API. 2.5. Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver, through hardware vendors, the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon the date of delivery to the Customer specified facility. Upon delivery and full satisfaction of the Hardware payment obligations, Hardware shall be deemed accepted and Customer will acquire good and clear title to Hardware. All Hardware manufacturer warranties will be passed through to Customer. CentralSquare expressly disclaims, and Customer hereby expressly waives all other Hardware warranties, express or implied, without limitation, warranties of merchantability and fitness for a particular purpose. 2.6. Managed Services Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver the Managed Services Hardware itemized on Exhibit 1. So long as the applicable subscription fees are paid and current, Customer shall maintain a limited right in possessory interest in the Managed Services Hardware. No title in the Managed Services Hardware will pass to Customer at any time or for any reason. Customer agrees to maintain adequate insurance against fire, theft, or other loss for the Managed Services Hardware full insurable value. CentralSquare shall coordinate any defect or warranty claims in accordance with Exhibit 8. 2.7. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Solutions, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third-Party Materials are and will remain with CentralSquare and the respective rights holders. 3. Use Restrictions. Authorized Users shall not: 3.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; 3.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part; 3.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access; 3.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code (any software, hardware, device, or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement; 3.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare's provision of services to any third-party, in whole or in part; 3.6. remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof; 3.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law; 3.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted in Section 2. 4. Audit. 4.1. CentralSquare shall have the right to audit Customer’s use of the Software to monitor compliance with this Agreement. Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site access at Customer’s premises (or remote access as the case may be) during normal business hours to such systems, books, and Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 records for the purpose of verifying license counts, access counts, and overall compliance with this Agreement. Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or non-compliance, or if an audit reveals that Customer has exceeded the restrictions on use, Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred to conduct such audit or inspection and be required to pay for any delinquencies in compliance and prompt payment of any underpayment of Fees. 5. Customer Obligations. 5.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and specifications and if required by CentralSquare, remote access in accordance with Exhibit 3 (CentralSquare Access Management Policy); and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under this Agreement. 5.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement. 5.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity. 5.4. Maintaining Current Versions of CentralSquare Solutions. In accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable. Customer shall install and/or use any New or Major Release within one year of being made available by CentralSquare to mitigate a performance problem, ineligibility for Support Services, or an infringement claim. 6. Professional Services. 6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site, CentralSquare personnel will comply with Customer’s reasonable procedures and site policies that are generally applicable to Customer’s other suppliers providing similar services and that have been provided to CentralSquare in writing or in advance. 6.2. Contributed Material. In the process of CentralSquare’s performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables (“Contributed Material”). Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare’s Affiliates and CentralSquare’s licensees to make, use, sell and create derivative works of the Contributed Material. 6.3. Federal Grant Funds. Not Applicable. 7. Confidentiality. 7.1. Nondisclosure. The Parties agree, unless otherwise provided in this Agreement or required by law, not to use or make each other's Confidential Information available to any third party for any purpose other than as necessary to perform under this Agreement. “Confidential Information” means the Solution(s), Software, and customizations in any embodiment, and either Party’s technical and business information relating to inventions or software, research and development, future product specifications, engineering processes, costs, profit or margin information, marketing and future business plans as well as any and all internal Customer and employee information, and any information exchanged by the Parties that is clearly marked with a confidential, private or proprietary legend or which, by its nature, is commonly understood to be confidential. 7.2. Exceptions. A Party's Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the recipient by a third party without restriction on recipient’s disclosure, and where recipient was not aware that the information was the confidential information of discloser; (d) is independently developed by the recipient without violation of this Agreement; or (e) is required to be disclosed by law. 8. Security. 8.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer Data, protect against any anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual basis. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 8.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication, non-repudiation, virus detection and eradication. 8.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain agreements with such Authorized Users that adequately protect the confidentiality and Intellectual Property Rights of CentralSquare in the Solutions and Documentation and disclaim any liability or responsibility of CentralSquare with respect to such Authorized Users. 9. Personal Data. If CentralSquare processes or otherwise has access to any personal data or Personal Information on Customer’s behalf when performing CentralSquare’s obligations under this Agreement, then: 9.1. Customer shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and CentralSquare shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own); 9.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or Personal Information to CentralSquare so that CentralSquare may lawfully use, process and transfer the personal data and Personal Information in accordance with this Agreement on Customer’s behalf, which may include CentralSquare processing and transferring the relevant personal data or Personal Information outside the country where Customer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; and 9.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable written instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and 9.4. CentralSquare shall take reasonable steps to ensure that its employees, agents and contractors who may have access to Personal Information are persons who need to know / access the relevant Personal Information for valid business reasons; and 9.5. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and Personal Information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and Personal Information and the nature of the personal data and Personal Information being protected. If necessary, the Parties will cooperate to document these measures taken. 10. Representations and Warranties. 10.1. Intellectual Property Warranty. CentralSquare represents and warrants that (a) it is the sole and exclusive owner of (or has the right to license) the software; (b) it has full and sufficient right, title and authority to grant the rights and/or licenses granted under this Agreement; (c) the software does not contain any materials developed by a third party used by CentralSquare except pursuant to a license agreement; and (d) the software does not infringe any patent, or copyright. 10.2. Intellectual Property Remedy. In the event that any third party asserts a claim of infringement against the Customer relating to the software contained in this Agreement, CentralSquare shall indemnify and defend the Customer pursuant to section 13.1 of this Agreement. In the case of any such claim of infringement, CentralSquare shall either, at its option, (1) procure for Customer the right to continue using the software; or (2) replace or modify the software so that that it becomes non-infringing, but equivalent in functionality and performance. 10.3. Software Warranty. CentralSquare warrants to Customer that: (i) for a period of one year from the Effective Date (the “Warranty Period”) the Software will substantially conform in all material respects to the specifications set forth in the Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this Agreement; and (ii) at the time of delivery the Software does not contain any virus or other malicious code. 10.4. Software Remedy. If, during the Warranty Period a warranty defect is confirmed in the CentralSquare Software, CentralSquare shall, at its option, reinstall the Software or correct the Defects. Defects that occur in the Software after the Warranty Period will be corrected pursuant to Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable. 10.5. Services Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the deliverables specified in the applicable statement of work and that all Professional Services will be performed in a professional and workmanlike manner consistent with industry standards for similar work. If Professional Services do not substantially conform to the deliverables, Customer shall notify CentralSquare of such non-conformance in writing, within 10 days from completion of Professional Service, and CentralSquare shall promptly repair the non-conforming deliverables. 10.6. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE INTELLECTUAL PROPERTY, SOFTWARE, PROFESSIONAL SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF. 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 or email confirmed by first class mail, or sent by overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing by the other Party. If to CentralSquare CentralSquare Technologies, LLC 1000 Business Center Dr. Lake Mary, FL 32746 Phone: 407-304-3235 Attention: Legal/Contracts If to Customer: City of South Miami 6130 Sunset Drive South Miami, FL 33143 Phone: (305) 663-6343 Email: ariverol@southmiamifl.gov Attention: Alfredo Riverol 12. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder, or be liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 13. Indemnification. 13.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all Claims or liability, including attorneys' fees and costs, brought by a third party, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 13.2. Customer Indemnification. To the extent allowable by law, Customer shall indemnify, defend, and hold harmless CentralSquare from any and all Claims or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any subcontractor as a result of Customer’s or any subcontractor’s performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any Claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents or contractors, Customer’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 13.3. "Claim" in this Section 13 means any claim, cause of action, demand, lawsuit, dispute, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise. 14. Termination. 14.1. Either Party may terminate this Agreement for a material breach in accordance with this subsection. In such event, the disputing Party shall deliver written notice of its intent to terminate along with a description in reasonable detail of the problems for which the disputing Party is invoking its right to terminate and the specific requirement within this Agreement or any exhibit or schedule hereto that the disputing Party is relying upon. Following such notice, the Parties shall commence dispute resolution procedures in accordance with the dispute resolution procedure pursuant to Section 17. 14.2. CentralSquare shall have the right to terminate this Agreement based on Customer’s failure to pay undisputed amounts due under this Agreement more than ninety (90) days after delivery of written notice of non-payment. 14.3. Customer shall have the right to terminate if the proper appropriation of funds for the continuation of this Agreement is not available for any fiscal year after the first fiscal year during the Term, then this Agreement may be terminated. To effect the termination of this Agreement, Customer shall, within forty-five (45) days following the beginning of the fiscal year for which the proper appropriation is not available, provide CentralSquare with written notice of the failure to obtain the proper appropriation of funds. Such notice shall be accompanied by the payment of all sums then owed CentralSquare under this Agreement, if any. 14.4. For any on-premise, non-cloud-hosted, subscription asset, the Customer may terminate for convenience, in whole or in part, at any time by providing thirty (30) days written notice. Should Customer terminate for convenience during any twelve (12) month term, CentralSquare shall provide a pro-rated refund for any on-premise subscription asset. 15. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement: 15.1. All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall immediately cease all use of CentralSquare’s Confidential Information and the Solutions, and within thirty (30) days deliver to CentralSquare, or at CentralSquare’s request destroy and erase CentralSquare’s Confidential Information from all systems Customer directly or indirectly controls; and 15.2. All licenses, access or subscription fees, services rendered but unpaid, and any amounts due by Customer to CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the effective date of the termination or expiration, including anything that accrues within those thirty (30) days. 15.3. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature (including but not limited to: Use Restrictions, Confidential Information, Warranty Disclaimers, Indemnifications, & Limitations of Liability), will survive any expiration or termination of this Agreement. 15.4. In the event that Customer terminates this Agreement or cancels any portions of a project (as may be set forth in a Statement of Work) prior to Go Live (which shall be defined as “first use of a Solution or module of a Solution in a production environment, unless otherwise agreed by the Parties in a statement of work”), Customer shall pay for all Professional Services actually performed by CentralSquare on a time and materials basis, regardless of the payment terms in Exhibit 1. 15.5. Return of Customer Data. If Customer requests in writing at least ten (10) days prior to the effective date of expiration or earlier termination of this Agreement, CentralSquare shall within sixty (60) days following such expiration or termination, deliver to Customer in CentralSquare’s standard format the then most recent version of Customer Data maintained by CentralSquare, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination. 15.6. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no longer purchasing certain Solutions (including those indicated to be Third-Party Materials), if Customer requests assistance in the transfer of Customer Data to a different vendor’s applications (“Deconversion”), CentralSquare will provide reasonable assistance. CentralSquare and Customer will negotiate in good faith to establish the relative roles and responsibilities of CentralSquare and Customer in effecting Deconversion, as well as the appropriate date for completion. CentralSquare shall be entitled to receive compensation for any additional consultation, services, software, and documentation required for Deconversion on a time and materials basis at CentralSquare’s then standard rates. 15.7. Termination of this Agreement shall not relieve either Party of any other obligation incurred one to the other prior to termination. 16. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare’s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare’s executory obligations hereunder. 17. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement (each, a “Dispute”), including the breach, termination, or validity thereof, shall be resolved as follows: 17.1. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute (“Dispute Notice”). After the other Party receives the Dispute Notice, the Parties agree to undertake good faith negotiations to resolve the Dispute. Each Party shall be responsible for its associated travel and other related costs. 17.2. Escalation to Mediation. If the Parties cannot resolve any Dispute through good faith negotiations, the dispute will be Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 escalated to non-binding mediation, with the Parties acting in good faith to select a mediator and establishing the mediation process. The Parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the mediation, will be shared equally between the Parties. The Parties shall bear their own fees, expenses, and costs. 17.3. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. 17.4. Litigation. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the mediator either Party may pursue litigation in a court of competent jurisdiction. 18. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 19. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE: 19.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND 19.2. CENTRALSQUARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE. 20. Insurance. During the term of this Agreement, CentralSquare shall maintain insurance coverage covering its operations in accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage)). Upon request by Customer, CentralSquare shall include Customer as an additional insured on applicable insurance policies provided under this Agreement. CentralSquare shall provide proof of current coverage during the term of this Agreement. 21. Third-Party Materials. CentralSquare may, from time to time, include third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for these Third- Party Materials, but these third parties assume all responsibility and liability in connection with the Third-Party Materials. CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third-party, except specifically that CentralSquare is authorized to represent third- party fees and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing certain Third-Party Materials, Customer may be required to execute a click-through, shrink-wrap End User License Agreement (“EULA”) or similar agreement provided by the Third-Party Materials provider. If mapping information is supplied with the CentralSquare Software, CentralSquare makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Customer or the mapping database vendor to CentralSquare. All third-party materials are provided “as-is” and any representation or warranty concerning them is strictly between Customer and the third-party. 22. Subcontractors. CentralSquare may from time to time, in its discretion, engage third parties to perform services on its behalf including but not limited to Professional Services, Support Services, and/or provide software (each, a "Subcontractor"). CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees. 23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitute the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof. 24. Amendment. Either Party may, at any time during the term, request in writing changes to this agreement. The Parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in either a CentralSquare issued add-on quote signed by Customer, or a written change order or amendment to this Agreement signed by both Parties. 25. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 26. Counterparts. This Agreement, and any amendments hereto, may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. The Agreement (and any amendments) shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means, such as DocuSign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF). 27. Material Adverse Change. If any law, regulation, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards or Americans with Disabilities Act compliance (collectively, a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change. 28. Cooperative Purchases. This Agreement may be used by Customer Affiliates. CentralSquare agrees to offer similar services to other Affiliates under the same terms and conditions as stated herein except that the Fees may be negotiated between CentralSquare and other Affiliates based on the specific revenue expectations, agency reimbursed costs, and other Affiliate requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such Affiliates. CentralSquare and the Affiliate will enter into any such arrangement with an amendment to this Agreement. 29. Order of Precedence. 29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail: 29.1.1. The main body of this Agreement and any associated amendments, statements of work (including Exhibit 5 (Statement of Work)), or change orders and then the attached Exhibits to this Agreement in the order in which they appear. 29.2. Customer’s purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable and shall have no force or effect, whether referenced in any document in relation to this Agreement. 29.3. Incorporated Exhibits to this Agreement: Exhibit 1: Solution(s) and Services Fee Schedule Exhibit 2: Maintenance & Support Exhibit 3: CentralSquare Access Management Policy Exhibit 4: Certificate of Insurance (Evidence of Coverage) Exhibit 5: Statement of Work Exhibit 6: Service Level Commitments Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 EXHIBIT 1 Solution(s) and Services Fee Schedule WHAT SOFTWARE IS INCLUDED? PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL 1. Finance Enterprise: Advanced SaaS Subscription Annual Subscription Fee 1 100,740.00 - 28,716.00 72,024.00 Software Subtotal 100,740.00 USD Discount - 28,716.00 USD Software Total 72,024.00 USD WHAT SERVICES ARE INCLUDED? DESCRIPTION TOTAL 1. Public Administration Consulting Services - Fixed Fee 3,900.00 2. Public Administration Project Management Services - Fixed Fee 5,265.00 3. Public Administration Technical Services - Fixed Fee 21,840.00 Services Subtotal 31,005.00 USD Discount - 22,896.00 USD Services Total 8,109.00 USD WHAT HARDWARE IS INCLUDED? PRODUCT NAME QUANTITY UNIT PRICE TOTAL 1. VPN Hardware and Support 1 2,700.00 1,880.00 Hardware Total 1,880.00 USD Quote #: Q-181548 Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 QUOTE SUMMARY Software Subtotal 100,740.00 USD Services Subtotal 31,005.00 USD Hardware Subtotal 2,700.00 USD Quote Subtotal 134,445.00 USD Discount - 52,452.00 USD Quote Total 82,013.00 USD WHAT ARE THE RECURRING FEES? TYPE AMOUNT FIRST YEAR MAINTENANCE TOTAL 1,180.00 FIRST YEAR SUBSCRIPTION TOTAL 72,024.00 FIRST YEAR RECURRING SERVICES TOTAL 0.00 Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 Payment Terms: Subscriptions: - If applicable, Annual Subscription Fees are due on the Delivery Date, and annually thereafter on the anniversary of the Delivery Date. - Annual Subscription Fees shall increase by 5% each year Services: Payment Schedule: Implementation Services 30% Due on Effective Date 20% Due at Project Kickoff 15% Due at completion of 1st End User Training Session 30% Due at Go Live 5% Due at completion of Reliability Period - If applicable, non-fixed fee professional services shall be due as incurred on a time and materials basis. Non-fixed fee professional services are not included in the percentages outlined in the above Payment Schedule. - If applicable, non-fixed fee travel expenses shall be due as incurred, invoiced monthly for the travel expenses of the preceding month. Non-fixed fee travel expenses are not included in the percentages outlined in the above Payment Schedule. - If applicable, Fixed Fee travel expenses are included in the percentages outlined in the above Payment Schedule. Hardware: - If applicable, Non-subscription Hardware Fees are due on the Effective Date. Licenses: - If applicable, License Fees are due on the Delivery Date. Support & Maintenance - If applicable, Support & Maintenance Fees are due annually, starting prior to the first anniversary of the Delivery Date and annually thereafter. - Annual Software Maintenance Fees shall increase by 5% each year. - If applicable, legacy support and maintenance shall be due until the Delivery Date of the applicable replacement software. Any unused pre-paid support and maintenance shall be credited as a pro-rated amount towards the next applicable subscription software invoice due under this Agreement, or future invoice. Third Party: - If applicable, Third-Party Software Fees are due on the Effective Date. Third-Party software subscriptions and/or support fees shall be due annually thereafter on the anniversary of the Effective Date. Third-Party Software fees are subject to increase each year. - If applicable, Third-Party Services shall be due 50% at Effective Date, 25% at completion of 1st End User Training Session, and 25% at Go Live. Invoice Terms: CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the due date. ANCILLARY FEES a. Customer is responsible for paying all taxes relating to 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 CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to CentralSquare all such tax amounts. b. To the extent allowable by law, if Customer fails to make any payment when due, then CentralSquare may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 rate permitted under applicable law; and if such failure continues for 90 days following written notice thereof, CentralSquare may suspend performance or access until past due amounts have been paid. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 EXHIBIT 2 Maintenance & Support This Maintenance & Support Exhibit describes support and maintenance relating to technical support that CentralSquare will provide to Customer during the Term of the Agreement. 1. Product Updates and Releases 1.1. Software Version. “Software Version” means the base or core version of the Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. All Software Versions are provided and included as part of this Agreement. 1.2. Updates. From time to time CentralSquare may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal “Update” to the Software. If Customer is receiving technical support from CentralSquare on the general release date for an Update, CentralSquare will provide the Customer with the Update and related Documentation at no extra charge. Updates for custom configurations will be agreed upon by the Parties and outlined in a Statement of Work or Change Order. 1.3. Releases. Customer shall agree to install and/or use any New or Major Release within one year of being made available by CentralSquare to avoid or mitigate a performance problem, ineligibility for Support and Maintenance Services or infringement claim. All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary. 2. Support 2.1. CentralSquare shall provide to Customer support via toll-free phone number 833-278-7877 or via the CentralSquare Support Portal. CentralSquare shall provide to Customer, commercially reasonable efforts in solving errors reported by the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. Should either Party not be able to locate the error root cause and Customer and CentralSquare agree that on-site services are necessary to diagnose or resolve the problem CentralSquare shall provide a travel estimate and estimated hours in order to diagnose the reported error. 2.2. If after traveling onsite to diagnose a reported error and such reported error did not, in fact, exist or was not attributable to a defect in the Software provided by CentralSquare or an act or omission of CentralSquare, then Customer shall pay for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy. 3. Online Support Portal Online support is available via https://support.centralsquare.com/s/contact-us, offering Customer the ability to resolve its own problems with access to CentralSquare’s most current information. Customer will need to enter its designated username and password to gain access to the technical support areas on CentralSquare’s website. CentralSquare’s technical support areas allow Customer to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ). 4. Exclusions from Technical Support Services CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current to one version prior to the then current version of the Solution. CentralSquare shall have no support obligations with respect to any third-party hardware or software product not licensed or sold to Customer by CentralSquare (“Nonqualified Product”). Customer shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. 5. Customer Responsibilities In connection with CentralSquare’s provision of technical support as described herein, Customer acknowledges that Customer has the responsibility to do each of the following: 5.1 Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable, high-speed connection and remote connectivity for accessing the Solution. 5.2 Maintain any applicable computer system and associated peripheral equipment in good working order in accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction; 5.3 For CentralSquare Solutions that are implemented on Customer Systems, maintain the designated operating system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software; 5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein; Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems; 5.6 At all times follow routine operator procedures as specified in the Documentation or any error correction guidelines of CentralSquare posted on the CentralSquare website; 5.7 Customer shall remain solely responsible at all times for the safeguarding of Customer’s proprietary, confidential, and classified information contained within Customer Systems; and 5.8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code that could cause harm before requesting or receiving remote support assistance. 6. Priorities and Support Response Matrix The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non-covered causes - such as hardware, network, and third-party products - are not included in this priority matrix and are outside the scope of this Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines: Priority Issue Definition Response Time Priority 1 – Urgent The software is completely down and will not launch or function. Priority 1 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first available representative. Priority 2 – Critical A high-impact problem that disrupts the customer’s operation but there is capacity to remain productive and maintain necessary operations. Priority 2 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first available representative. Priority 3 – Non-Critical A Software Error related to a user function which does not negatively impact the User from the use of the system. This includes system administrator functions or restriction of user workflow but does not significantly impact their job function. Priority 3 issues called in via 833-278-7877 will be immediately answered and managed by the first available representative. Non-Critical Priority 3 issues may also be reported via Https://support.centralsquare.com/s/contact-us Priority 4 – Minor Cosmetic or documentation errors, including Customer technical questions or usability questions. Priority 4 issues called in via 833-278-7877 will be immediately answered and managed by the first available representative. Minor Priority 4 issues may also be reported via Https://support.centralsquare.com/s/contact-us 7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under this Exhibit if the failure is caused by adverse impact due to: 7.1. defectiveness of the Customer’s Systems (including but not limited to environment, hardware or ancillary systems), or due to Customer corrupt, incomplete, or inaccurate data reported to the Solution, or documented defect. 7.2. denial of reasonable access to Customer’s System or premises preventing CentralSquare from addressing the issue. 7.3. material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solution. 7.4. a Force Majeure event (as outlined in Section 12), or the negligence, intentional acts, or omissions of Customer or its agents. 8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines: Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 Priority Resolution Process Resolution Time Priority 1 – Urgent CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Customer to resume live operations on the production System. CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume live operations on the production system. CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than twenty-four (24) hours after notification. Priority 2 – Critical CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Customer to resume normal operations on the production System. CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume normal operations on the production System. CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than thirty-six (36) hours after notification. Priority 3 – Non – Critical CentralSquare will provide a procedural or configuration workaround that allows the Customer to resolve the problem. CentralSquare will work to provide the Customer with a resolution which may include a workaround or code correction within a timeframe that takes into consideration the impact of the issue on the Customer and CentralSquare’s User base. Priority 3 issues have priority scheduling in a subsequent release. Priority 4 – Minor If CentralSquare determines that a reported Minor Priority error requires a code correction, such issues will be addressed in a subsequent release when applicable. CentralSquare will work to provide the Customer with a resolution which may include a workaround or code correction in a future release of the software. Priority 4 issues have no defined resolution time. 9. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to non- production environment(s). Non-production environments are not included under the response or resolution tables provided in this Exhibit. 9.1. Maintenance. All non-production environment resolution processes will follow the structure and schedules outlined above for production environments. 9.2. Incidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled subordinate to production environment service requests. 10. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Software. 11. Development Work. Software support and maintenance does not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement. CentralSquare retains all intellectual property rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service. 12. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the Hardware, Solution and Third-Party Software is based changes rapidly. Customer further acknowledges that CentralSquare will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third-Party Software provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the Hardware, Solution, Third-Party Software and Customer Systems in response to changes to determine whether Customer must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk storage and memory, and workstation and/or server upgrades. Customer upgrades may also include the installation and/or removal of Third-Party Software. Customer is solely responsible for all costs associated with future resources and upgrades. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 EXHIBIT 3 CentralSquare Access Management Policy In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies (“CentralSquare”) requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the Federal Bureau of Investigations Criminal Justice Information Services requirements. Both solutions utilize two-factor authentication Federal Information Processing Standard Publication (“FIPS”) 140-2 validated cryptographic modules and AES encryption in 256-bit strengths. BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers may choose which remote privileged access management solution will be utilized by CentralSquare. BeyondTrust The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an escorted session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the user enters the session key after visiting https://securesupport.centralsquare.com. Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare’s support team will arrange a BeyondTrust session to establish the jump Customer. The jump Customer resides on the agency side on the installed device, where an agency administrator can manage. Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump Customer is provided below: Should an agency require support from CentralSquare, a call would be placed and/or a support ticket opened in the portal on the CentralSquare customer support website. Before accessing the agency’s system and/or environment, the CentralSquare representative would send a notice of connection from the CentralSquare support portal instance. This notice can be sent to the individual at the agency that the CentralSquare representative is working with or other designated contacts as necessary. Upon receipt of the notice of connection, the agency personnel would enable the BeyondTrust jump Customer. The CentralSquare representative would then be admitted to the agency’s system and/or environment to perform the necessary task. Upon completion of the task, the CentralSquare representative sends a notice of disconnection from the CentralSquare support portal instance. Upon receipt of the notice of disconnection, the agency personnel would then disable the BeyondTrust jump Customer. Securelink Similar to BeyondTrust’s escorted session, Securelink may be utilized via “quick connect”. To enable a quick connect session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key code in order to connect for screen sharing on a device. Similar to the jump Customer methodology, SecureLink may also be utilized via “gatekeeper”. The sample workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper. Summation BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer’s network and maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 EXHIBIT 4 Certificate of Insurance (Evidence of Coverage) Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F ~'_W: --"'*-....... "-", .. ""'''''025 120 ........ .. , .... "-_ ... OHOUUl_ Of """ """"'" DU e """" _ ... e '"""Ull<l .... '." , ........... """ DOT< '''''''''''''. toOne . -... '"' Of """"" .. .ce" •• " ..... ,. wm< , ... O'OUCY """"' ....... Tho ""'''''0 ............ _ .......... _ ......... ""''''''' CST-2024-102427 EXHIBIT 5 Statement of Work (Attached) Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 EXHIBIT 6 Service Level Commitments The following applies to any CLOUD (non-OPS designated) Software Subscriptions on Exhibit 1 as a cloud hosted Solution. 1. Service Level Commitments A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.9%, excluding scheduled maintenance. CentralSquare shall provide Customer with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime of the Solution, as well as continual periodic updates during the unscheduled downtime regarding CentralSquare’s progress in remedying the unavailability and estimated time at which the Solution shall be available. B. Measurement. Service availability is measured as the total time that the solutions are available during each calendar month for access by Customer (“Service Availability”). Service Availability measurement shall be applied to the production environment only, and the points of measurement for all monitoring shall be the servers and the internet connections at CentralSquare’s hosted environment. C. Calculation. Service availability for a given month shall be calculated using the following calculation: I. The total number of minutes which the service was not available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month. II. Service availability targets are subject to change due to the variance of the number of days in a month. III. The total number of minutes which the service was not available in a given month shall exclude minutes associated with scheduled or emergency maintenance. D. Remedy. If the service period target measurement is not met, then the customer shall be entitled to a credit calculated as follows: Service availability Credit percentage Less than 99.9% but greater than or equal to 99.0% 5% Less than 99.0% but greater than or equal to 95.0% 10% Less than 95% 20% Service Availability in the relevant Service Period Percentage Reduction in Monthly Fee for the Subsequent Service Period Less than 99.9% but greater than or equal to 99.0% 5% Less than 99.0% but greater than or equal to 95.0% 10% Less than 95% 20% E. Credit must be requested by the customer within sixty (60) days of the failed target. Any credit awarded shall be applied to the next applicable invoice. Customer shall not be eligible for credits where customer is more than thirty (30) days past due on their account. 2. Exceptions. The Service Level Commitments and availability stated in this Exhibit do not cover services interruptions or performance issues that are caused by factors outside of CentralSquare or it’s hosting partner’s control. Such factors may include, but are not limited to: A. Internet Access. Issues relating to Customer’s internet access. Any outages, slowdowns, or other problems related to the internet connection are explicitly disclaimed; B. Customer’s Internal Network Issues. Issues originating from Customer’s internal network such as network congestion, network equipment failure, or misconfigurations are explicitly disclaimed; Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F CST-2024-102427 C. Third-Party Acts. Issues caused by the acts or omissions of third-parties, including providers of internet services, or for issues arising from third-party software or hardware that is not provided by CentralSquare is explicitly disclaimed; D. Gross Negligence or Willful Misconduct. Issues relating to the failure or delay in performance to the extent caused by the acts or omissions of Customer or its agents constituting gross negligence or willful misconduct are explicitly disclaimed; and, E. Force Majeure. A force majeure event such as natural disasters, acts of God, or any other cause constituting force majeure are explicitly disclaimed. 3. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte. If Customer requests to add additional Software, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply at per unit (gigabyte, hour, license, etc). 4. Non-Production Environments. Included in the subscription fee is access to the training environment during the hours of 8:00am – 4:00pm EST, Monday through Friday. Should the Customer require extended access for items such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an agreed upon schedule. Document ID: ee6f344e2f8030aafaf5185abc678d19ca520b5c9bdecc162a06d8384ea6cc28 Docusign Envelope ID: B1148311-4807-490D-9BA4-278F46346E1F Agenda Item No:10. City Commission Agenda Item Report Meeting Date: November 4, 2024 Submitted by: Alfredo Riverol Submitting Department: Finance Department Item Type: Resolution Agenda Section: Subject: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND ENTER INTO A MULTI-YEAR AGREEMENT WITH CENTRALSQUARE TECHNOLOGIES, LLC FOR THE SUBSCRIPTION PURCHASE OF FINANCE ENTERPRISE SOFTWARE AND RELATED HARDWARE AND MAINTENANCE AND SUPPORT SERVICES FOR A FIVE-YEAR TERM, IN AN AMOUNT NOT TO EXCEED $82,013 IN FISCAL YEAR 2025, AND AN ANNUAL SUBSCRIPTION AMOUNT OF $72,024 IN FISCAL YEAR 2026, WITH FIVE PERCENT (5%) INCREASES EACH FISCAL YEAR THEREAFTER FOR THE REMAINDER OF THE TERM; PROVIDING FOR IMPLEMENTATION, CORRECTIONS, AND AN EFFECTIVE DATE. 3/5 (CITY MANAGER-FINANCE DEPARTMENT) Suggested Action: Attachments: 49W6754-CC Memo Central Square Finance Solution Subscription Model CAv2.DOCX 49W4777-Resolution Approving Muiltiyear Agreement with Central Square for Finance Enterprise Software Services.DOCX City of South Miami - Solutions Agreement - MSA - v2 10.11.24.pdf Res No 228-10-13262 - Purchase of ONESolution.pdf Res No 229-10-13263 - Purchase of ONESolution.pdf Cloud_Benefits_Brochure_CST.pdf MH Ad.pdf 1 CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM TO:The Honorable Mayor, Vice Mayor, and Members of the City Commission FROM:Genaro “Chip” Iglesias,City Manager DATE:November 4, 2024 SUBJECT:Agreement with CentralSquare’s Finance Solution subscription model RECOMMENDATION:Authorize the City Manager to negotiate and execute the CentralSquare Solutions Agreement which provides for Finance Solution subscription model and services that move the City’s Critical Finance Enterprise System off-premises, to CentralSquare’s proprietary cloud system.The services and products to be provided by Central Square include software subscription, professional consulting, project management and technical services, hardware products and maintenance and support services. BACKGROUND:The City of South Miami has had a relationship with CentralSquare since 1995. At that time,the City procured their Finance Software which was operating on an AS400 IBM proprietary system.In October of 2010 the City upgraded the Finance software to their .NET Enterprise Resource Planning (ERP) software system, ONESolution, which helped the City run the entire business process, supporting automation and processes in Finance, Procurement, Building and Planning, and more. The current ONESolution finance proprietary software system, now referred to as “Finance Solutions” needs to be upgraded with the latest version to enhance and improve the software’s efficiency and security. The City is recommending moving away from the traditional product cost model and moving forward with a subscription based model. The initial is for five (5) year(s)from the effective date unless terminated earlier. The Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated. Either Party may elect to end renewal of the Agreement by issuing a notice of non-renewal, in writing, to the other party six (6) months prior to the expiration of the Agreement term.The City shall have the right to terminate if the proper appropriation of funds for the continuation of this Agreement is not adopted for any fiscal year after the first fiscal year during the Term. 2 CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM Transitioning from a product cost model to a subscription-based model offers several compelling benefits to the City. One of the primary advantages is cost-effectiveness, as subscriptions involve lower upfront costs, making software upgrades more accessible. Additionally, the City gains access to regular updates and the latest features without needing to purchase new costly upgrades and versions. The subscription model delivers flexibility, value, and an enhanced experience, making it more attractive to the City rather than traditional software purchasing. This implementation is Phase 1 of 2. Finance is recommending moving forward this fiscal year with the implementation of “Finance Solution” subscription model and next fiscal year with “TRAKiT” subscription model execution to provide the needed attention to the implementation process and not overwhelm the City’s IT staff. The City budgeted in Fiscal Year 25 an additional $50,000 to fund the implementation of the annual subscription-based model. Because of the City’s long-term relationship with CentralSquare, they have provided the City with a discount to help off-set the initial cost of transitioning from a product cost model to a subscription-based model and hosted Finance Solution. For FY 26, CentralSquare’s first-year subscription total at $72,024 and Annual Subscription Fees shall increase by 5% each year thereafter. Transitioning to the CentralSquare hosted Finance Solution allows the City to decommission 4 existing servers, which provides an annual savings of $9,315. In summary, transitioning the Finance Solution from product cost to subscription-based model will increase the City’s overall Finance Solution annual expense by approximately $30,697. It is important to note, the City is currently on Finance Solution version 21.1, CentralSquare subscription clients are currently on version 24.1. Customers like us which must purchase the updated versions to upgrade and obtain the newer features and security enhancements must pay on average $17,000 per upgrade. The last upgrade performed for the City’s Finance Solution was in July 2022, in which the upgrade cost the City $18,720 and before that was in October 2019 at a cost of $16,000. 3 CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Finance Solution subscription fee provides the City with all upgrades and security enhancements at no additional cost. City staff has determined that Central Square is a sole source provider as the City is unable to secure any additional quotes from any vendors for the upgrade of the City’s Finance Solution proprietary software system because the software is the exclusive property of CentralSquare Technologies. It is not in the City’s best interest financially, to procure any new financial software as for the large cost and additionally, the ERP Finance Solution/ ONESolution software has been in long-term use by the City since 2011. FUNDING:001.1410.513.4634, Information Technology Maintenance, with a current balance of $124,242 ATTACHMENTS:Proposed Resolution Resolution 228-10-13262 Resolution 229-10-13263 CentralSquare Cloud Benefits Brochure 4 32 RESO LUTIO N NO.: _~2~2 ",,8 -'-1'-'0'-----'1...,,3'-"2.-"6£<2 __ _ A Resolution of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager to enter into an agreement with SunGard Public Sector Inc., a sole source vendor for Software Maintenance for the sum of $175,000 for a five year period, with an annual maintenance fee payment of $35,000.00 to be paid from account number 001-1410-513-4634 Maintenance Computer Programs; and providing for an effective date. WHEREAS, the ne\"'! SunGard Pub!lc Sector finance software wi!! increase efficiency related to critical date entry and inventory control; and WHEREAS, the SunGard Public Sector Inc. Software Maintenance Agreement is necessary for the maintenance of the new SunGard Public Sector finance software; and NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section I. The City Manager is authorized to enter into the attached Maintenance Agreement for the total sum of $178,211.75 with SunGard Public Sector Inc. for Software Maintenance computer program to be paid from Account No. 001-1410- 5134634. Section 2. That this resolution shall take effect immediately upon approval PASSED AND ADOPTED this 19th day of--"o'-"c;.=t""o""'b""e=..r ____ 2010 lET: ~(J;~/ City Clerk APPROVE W 4~Y Read an proved as to form COMMISSION VOTE: 5-0 and,~u I . ncy: ~ Mayor Stoddard Yea Vice-Mayor Newman Yea Commissioner Palmer Yea City Attorney Commissioner Beasley Yea Commissioner Harris Yea 33 TO: VIA: FROM: DATE: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM Honorable Mayor Stoddard and MemberS,.~l'e Commission Hector Mirabile, Ph. D. ~ty Manager /1 Alfredo Riverol, Finance Director September 30, 20 I 0 Agenda Item No. I '1 -.!---- Subject: Software Maintenance Agreement South Miami Flo I' I d a bi$*fI ;IIT~l; ZOGl Background: The City's current finance system, Sungard Public Sector, Inc, was purchased in 1995 and is currently operating on an AS400 IBM proprietary system. In an effort to simplify the accounting and prOVide the useful reports to the Manager, Department Directors, Commission and public on a timely basis, the Finance Department is upgrading the current program to SunGard's .net platform, which allows the City to use a Microsoft server versus the IBM AS400, which is very expensive hardware to maintain. SunGard is financing the software upgrade new program over a 5-year period with interest free; by upgrading, the City would no longer need to pay for some of the existing modules saving the City money and offsetting the cost of the program upgrade. Selected: The City of South Miami is requesting to execute a Software Maintenance Agreement with SunGard Public Sector Inc. Cost: The term of the Software Maintenance Agreement is 5 years with a total of $175,000. The amounts noted shall be payable as follows: • Year I • Year 2 • Year 3 • Year 4 • Year 5 $ 35,000.00 $ 35,000.00 $ 35,000.00 $ 35,000.00 $ 35,000.00 Account Number: The annual payment for this purchase was included in 20 I 0-20 II budget 001-1410-513-4634 Maintenance Computer Programs Backup Documentation: • Software Maintenance Agreement 34 / ·1\·EC~iIVED· ... '\ . NOV 082010 .' I REcrenfED NOV 082010 \.ITY O.,ERl< 'S OFP' . . -.-,-----,.. . FINANCE DEPT. SOFTWARE MAINTENANCE 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, and/or Addenda to this Agreement. CitYOfSO~Mffm~', FL BY:~~ I . PRINT NAME: He-c;ro~ M IRftBltf., PJ...l>. PRINT TITLE: C; \')' l .. o\/'JA(:.eYl. DATE SIGNED: 10-20 -U> I 0 Inc. BY: ~~~4F~~~~~------ PRINT NAME: • J. \ 11"\\'fl=I\ PRINTTITLE: V ~l ~l )!ft..L DATE SIGNED: 1....'S' <!At 1 Of rJ Page 1 of 6 SMIA-100788 SunGard Public Sector Maintenance.doc 35 THIS AGREEMENT is entered into between SunGard Public Secior and Customer on the lates! date shown on the signature page of this Agreement. SunGard Public Sector's obligations hereunder will commence 120 days following Execution Da!e (the "Commencement Date". SunGard Public Sector and Customer have entered into a Software License and Services Agreement as of the Execution Date (Ihe "License Agreement") for the Software. Customer desires Ihat SunGard Public Sector provide Maintenance and Enhancements for and new releases of the Baseline Component System Software identified in Exhibit 1 on the terms and conditions contained in this Agreement. Accordingly, the parties agree as follows:. 1. Incorporation By Reference. Sections 1 (Definitions), 8 (Confidential Information) and 11 through 15, inclusive (Notices, Force Majeure, Assignment, No Waiver and Choice of Law: Severablljty, respectively) of the License Agreement are incorporated into this Agreement by this reference as fully as if written out below. If any provision Incorporated by reference from the License Agreement conflicts with any provision of this Agreement, the provision of this Agreement will control. 2. Additional Definitions. "Commencement Date" is defined in the opening sentence of this Agreement "Contract Year" means, the period specified in Exhibit 1. ~Enhancementsft means general release (as opposed to custom) changes to a Baseline Component System which increase the . functionality of the Baseline Component System. "Improvementsot . means, collectively, Maintenance, Enhancements and New Releases provided under this Agreement "Maintenance" means using reasonable efforts to provide Customer with avoidance procedures for or corrections of Defects. The hours during which Maintenance will be provided for each Component System, the targeted response times for certain defined categories of Maintenance calls for each Component System, and other details and procedures (collectively, the "Maintenance Standards") relating to the provision of Maintenance for each Component System are described in attached ExhIbit 2. "New Releases" means new editions of a Baseline Component System. IlNo1if1cation'l means a communication to SunGard Public Sector's help desk by means of: (I) SunGard Public Sector's web helpllne; (ii) the placement of a telephone call; or (iii) the sending of an e- mail. in each case, in accordance with SunGard Public Sector's then-current policies and procedures for submitting such communications. "priority One CaW means' a Notification from Customer to SunGard Public Sector's Help desk reporting that it believes that a Defect has caused: (i) a full failure (I.e., "crash') of its computer system; (10 a full failure of the Software; or (Iii) a failure of its computer system or the Software whIch, in either case, prevents Customer from performing data processing which is critical to Customer's opera lions on the day on which the alleged Defee! is reported. j'Prioritv Two Call" means a Notification from Customer to SunGard Public Sector's Help desk reporting that it believes that a Defec! has caused a partial failure of Customer's computer system or the Software which significently hinders its ability to perform data processing Which is critical to Customer's operations on the day on which the alleged Defect is reported. "Priority Three Call" means a Notification from Customer to SunGard Public Sector's Help desk reporting that it believes that a Defect has caused an intermittent faiiure of, or problem with) Its computer system or the Software that causes a significant delay in Customer's abHoy to perform data prOcessing on the day on which the alleged Defect is reported, but where the processing is !l!l! critical to Customer's operations. "Pi/orily Four Call" means a Notification from Customer to SunGard PUblic Sector's Help desk reporting that it believes that a Defect has caused a problem with iis computer system or the Software that does. not Significantly affect critical processing. 3. Services. (a) Tvpes of Services. During the term of this Agreement, SunGard Public ,sector will provide Customer with Maintenance for, Enhancements of, and New Releases of each Baseline Component System identified in Exhibit 1 .. (b) limitations. All Improvements will be part of the applicabie Baseline Component System and will be subject to aU of the terms and conditions of the License Agreement Page 2 of6 SMIA-100788 SunGard Public Sector Maintenance.doc 36 and this Agreement SunGard Public Sectors obligation to provide Customer with Improvements for Baseline Component Systems owned by parties other than SunGard Public Sector is limited to providing Customer with the Improvements that the applicable third party owner provides to SunGard Public Sector for that Baseline Component System. In this regard, to the extent that an agreement authorizing SunGard Public Seclor to reseli or .sublicense a third party's Baseline Component System is terminated or expires prier to the Expiration Date, or prior to the expiration of any renewal term, for that Baseline Component System. then SunGard Public Sectorts obligation to provide Improvements to Customer for that Baseline Component System, and Customers obligation to pay SunGard Public Sector for such Improvements, will automaticaliy terminate simultaneously with the terminatio!l or expiration of the relevant agreement Customer must provide SunGard Public Sector with such facilities, equipment and support as are reasonably necessary for SunGard Public Sector to perform its obligations under this Agreement, including lemote access to the Equipment. 4. Payment and Taxes. (a) Maintenance Fees. For the Improvements, Customer will pay SunGard Public Sector the amount provided for in Exhibit 1 as the "Payment Amount' for the first five years. For each Contract Year subsequent to the initial five Contract Years, SunGard Public Sector reserves the right to increase the Improvements fees. Fees for Improvements for a Baseline Component System/Custom Modification are due on the first day of the first month of the Contract Year for that Baseline Component System/Custom Modification. (b) Additional Costs. Customer will also reimburse SunGard Public Sector for actual travel and living expenses that SunGard. Public Sector incurs in providing Customer with Improvements under this Agreement, with reimbursement to be on an as-Incurred basis. SunGard Public Sector will use reasonable efforts to limit travel and living expenses by using coach air fare, booked in advance when available, staying at hotels identified in advance by Customer as offering Customers contractors a discounted rate, and sharing rental cars. Customer will also reimburse SunGard Public Sector for all charges incurred in connection with accessing Equipment. Reimbursement is SUbject to any statutory reimbursement limitations imposed on Customer contractors, and Customer will provide SunGard Public Sector with a copy of such limitations before SunGard Public Sector incurs expenses. (c) Taxes. Customer Is responsible for paying all taxes (except for taxes based on SunGard Public Sector's net income or capital stock) relating to this Agreement, the Improvements, any services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exempti,?n certificate; otherwise, absent proof of Customers direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will Invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. (d) Late Charges. Customer wl!! pay each SunGard Public Sector invoice by no later than thirty (30) days after receipt late payments are subject to a late charge equal to the lesser of: (i) the prime lending rate establiShed from time to time by Citizens Bank, Philadelphia, Pennsylvania plus three percent (3%); or (il) the highest rate permitted by applicable law. 5. Term. Except In the case af Customer's exercise of the Early Termination Righi described in Section 7(a), the lerm of this Agreement as it applies to each Baseline Component System is for the period beginning on the Cqmmencerhent Date ~nd continuing until the Expiration Date for that Baseline Component System. For each Baseline Component System, this Agreement will automatically be extended for consecutive Contract Years beyond the Expiration Date on a year-to-year basis unless: (i) eRher party notiffes the other in writing of its intent not 10 extend this Agreement for any particular Baseline Component System at least ninety (90) days prior to the Expiration Date, or, for any Contract Year subsequent to the Expiration Date, at least ninety (90) days prior to the expiration of the then-current. Contract Year or (ii) the Agreement has otherwise expired or terminated as it relates to a particular Baseline Component System under the terms of this Agreement. 6. Disclaimer of Warranties. Customer agrees and understands that SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY IMPROVEMENTS ANDIOR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SUNGARD PUBLIC SECTOR EXPRESSLY DOES NOT WARRANT THAT A COMPONENT SYSTEM OR ANY IMPROVEMENTS WILL BE USABLE BY CUsTOMER IF THE COMPONENT SYSTEM HAS BEEN MODIFIED BY ANYONE OTHER THAN SUNGARD PUBLIC SECTOR, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists, To terminate this Agreement, the party seeking termination must give the other party notice that describes the event or condition of termination in reasonable detail. From the date of its Page 3 of 6 SMIA-100788 SunGard Public Sector Maintenance.doc 37 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 tel11'llnation Is not cured within that period, then the party seeking to terminate this Agreement can effect such termination by providing the other party with a termination notice that specifies the effective date of such termination, Tenmination of this Agreement will be without prejudice to the terminatinn nartv's other riahts and remedies pursuant to this Agreement. - 8. LIMITATIONS OF LIABILITY; (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. SUNGARD PUBLIC SECTOR'S LIABILITY IN CONNECTION WITH ; THE IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO SUNGARD PUBLIC SECTOR FOR THE IMPROVEMENTS FOR THE YEAR THAT SUCH LIABILITY ARISES. (b) EXCLUSION OF DAMAGES.' REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL Page40f6 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 BARGA!N. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES· SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 9, Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, arid 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 Agreemenl will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. SMIA-100788 SunGard Public Sector Maintenance,doc 38 EXHIBIT 1 Customer: City of South Miami, FL 2. CONTRACT TERM: The lnilial Conlract Term of Ibis Agreemenl shall be from November I, 2010 Ibrough Octobel' 31, 20lS ("Initial Term") to be paid annually pe, the below fees alld payment "',tes. Thereaner, this Agreement can be renewed for successive one (J) year terms by payment of the tilelHrurrent annual Support Services Fee. Annual increases shall not exceed five percellt (5%). SunGard Public Sector wm invoice Customct' when. the SuppoJ't Services Fees are due. Subsequent Contract Year(s) will be twelve (12) month periods thereafter. Page Sof6 39 EXHIBIT 2 Maintenance Standards I. Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in Connection wIth the ProvIsion of Maintenance: As indIcated in the "SUpport Type" column in ExhIbit 1. "7><24" means Seven (7) days per week, 24 hours per day. "5x11" means Monday through FrIday, 7:00 A.M. to 6:00 P.M. ContInental US Local Time excluding holidays. II. Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations, SunGard Public Sector will use diligent, commerclally reasonable efforis to respond to Notifications from Customer relating to the Baseline Component Systems/Cu$tom ModificaUons identified in Exhibit 1 of this Agreement in accordance with the following guidelines with the time period to be measured beginning with the first applicable SunGard Public Sector "Telephone Support" hour (that is, based upon whether SunGard Public Sector provides 7><24 or 5xl1 Support for the' Baseline Component System/Custom Modification in question) occu;ring after SunGard Public Sector's receipt ofthe Notification: Priority One Calls -two (2) hours or less. Priority Two Calls -four (4) hours or less. Priority Three Calls -twenty-four (24) hours or less. Priority Four Catls -seventy-two (72) hours or less. Notes: (1) For purposes of these targets. a "response" will mean as an initial contact from an SunGard Public Sector representative to Customer to begin evaluation of the problem reported under one of the categories of calls identified above; (2) As a prerequisite to SunGard Public Sector's obligation to respond to Customer, Customer must follow SunGard Public Sector's then-current processes (such as the dialing of a partIcular phone number, the categorization of a particular problem, etc.) when submitting its Notification. Page 6 01"6 I i ! I r 40MIAMI DAILY BUSINESS REVIEW ~Olllyb_plS~,Su~yM<l L~;I~~s MlamI.M!m:l.oM8Co1ln\y. /'106$; STATE OF FLORIDA COUNTY OF M1AMI-PADE: aefora\he underslgned aUlllotl.'Y personaUy appeared V. PEReZ, whoOil.oath says thatfla or she-is the LEGAL CLEflK. Lega! Nollces of the Mlaml Dally Bus/nssa Review Wa Miam! Revlew, a dally {except Salwday, Sunday anl.1legal Holiclays) new~paper, published lit MIam! In Miami-Dada CoUllt)', FlortGa: that the attached copy of advertisement. tlelng a Legal AQverttsemem of r..'o1l~ In Ill$ mattero! CITY OF sourn MIAMI· NOnCE OF PtJi3UC HEARING OCTOBER 19, 2010 -AMENDING THE SOUTH "JAMI PeNSION PlAN In Ihe XXXX Comt. was publlst1ed In said newspapet In the Issues cf H1108/2010 Affiant !UAAer:says that ths said Miami Daily Business Raviewls a newspaper published at Miami in said Miam\>!>ade CO!lJlty, flOrida and that lite said newspapet has herat¢fora been conlinuously PIl~hed In said Miami-Dade County, fIo(ida. each day (except Saturday, Sunday and ~I Holkfa1.s) and hag been entered as Sec<:lnd ¢laSS mail matter at !he pos! office-In M!amlln sale! MIamI·Oaije CoUllty. Ro!Ida, for 4 period (If one Y'!<If next: p1ee«!!r-.a the lim publ1eatlon of the altaei1l1Ci copy of advertisement; ami affiant further ~ay$ that lie or slle has nsiltler paid nor promlsw any ~n, r!1ll'l or 1X)1pO!3.\/M any c.fJsroUllt, nmaw,~!on or fefll!ld forth') p!1Ill¢.re of seew!ng Ihls.lI.dvartisamenUcr pull/!¢aIiI)!1/nlha said ''"'''''':tJ . Sworn to and subscribed WIOTa me tills. 08 dayolOCTCSER ,A.D. ~ ~m. {SEAL) v. PEREZ personalty knaM'l to me "'~"'~<:''t : . ";~0I,.1 No:llIYP!lW¢StmclJ;l/;rIc!a Clletj'lH.MlmlOll MyCoo'tr.iss'J3tlOOW490 B;plroo07J1S!Ml:!. 41• iiI <m :£~ :r: 0 l-• "W 0= "' ~ .. 0 0"' ~Z1 5~ '" o 'l I g J ~ • i ~ g ~ • j ~ .. Q) ~ >.: ~ i:: ~.~ t ~ c~g"f5 ~ ~ ~ m I il , o U«(/)O 1l ~ • ~ ~ ~ ~ ~ • '" '" " g g d !: ~~ij~ I ~ ~ ~ E • i ~ ~ ~ ~ g ~ • , :;;:J'-I-Z ai w 6 ~ ~ -0 <1/ J:! 0: «.EmQ I e ~ ~ .~ ~ ~ ~ oi ..... ~ Q' C\I~ -. Qz .... ~ --Q~ .... ~ • G,;~ _3 liP Q8 a s::;~ O~ ;::~ IG" Os :a~ ::!:E a..:a " ~ CITY OF SOUTH MIAMI COURTESY NOTICE NOTICE lS HEREBY giVen that the City Commission of the City of South Miami, Florida wJ1J conduct Public Hearings at its regular CIty Commission meeting schaduled for 'tUesday, Octobtlf 19, 2010 beginning at 7:30 p.m. in the City Commission Chambers, 6130 Sunset Drive, to consider the fOllowing item(s): 1m OrdInance of "the Mayor and Clty CommissIon of the City of South Miami, Florida amending the South Miami Pension Plan, providing for an amendment to Section 16-~2, Oeffnl\!ons, to comply with current City policy concerning ttie definitions of .annual compensation, final average compensation, department head, employee, fuJI time employee, participation and parNime employee; amending Section 16~14(f}(1J(bJ to allow retired participants to change a ben$f~iary up to two times at the participant's cost in compliance with Chapter 2009-97, la\'I'S of Florida; amending the City of South Miami POlice Officers Retirement Trust Fund to provide lor compUance. with chapter 2009-97, Laws of Florida; amending Section 16-171bJ to eliminate the 3% Interest payment on return of contribution; providing for severabiJity; providing for codification; aoo providing for an effective date.. An ordinance of the Mayor and City CommiSSion Of the City of South Miami, Rorida, relatmg to Chapter 5 of the City Code, amandmg Sections 5-2, 5-2.1, 5-22, 5-2-3 and 5-2.4 and creating 5-2.5 through 5·2.1:2 of the Code of Ordinances entil1ed "Poufuy arnifowl~, now to be entitled "Chickens~; providIng for the maintaining of wen-ma.nnered Chickens under certain terms and conditions; creatIng enforcement procedures; providing for severability, otdlnancssln conffict, and an effective data. An Ominance of the Mayor and the City Commission of the City of South Miami. Aorkfa relating to the fee schedule, amending Orcl!nance21~09~2013 as amended by Ordinances to include a new Parking DiVision Fee SchedUle, lncoreasing some parking fees, adding new fees and deleting some fees from the schedule, proViomg for severability, Ordinances in conflict, and providing an effective date. An Ordinance of the Mayor and City Commission of the City of South Miami, Roflda, amending the text of the South Miami Comprehensive Plan, by amending the Comprehensive Plan Future Land Use Element in order to adopt a new future land use map category entitled "low Density Affordable Multiple-Family Residential (Two slory)" wh1ch in the future could be applied to development projects and properties providing multiple-family housing unitS or town home units in transitional residential areas; providing for severabiflty, providing for mdinances in <Xlnflict; and providing an effective date. An Ordinanc(l of the Mayor ami City Commission of the City of South Miami Florida, amending the Future Land U.se Map of the-South Miami ComprehensiVe Plan by changing the future land Ulremap catego!y fr(lm MIx1Sd-Use CommerCi'al Residential (Four Story) to M!xed !J.se-Affordable Housing (l\VO Story) for an area fdtmtified as.a part Qf th~ proposed Madison Square Development Project genemDy located at the. southeast comer of SW 64th Street and SW 60th Avenue and the southeast comer of SW 64th Street and SW 59th Place Including properties more specifically legally described in Section 1 of this ordinance; providing for severabllity; providing for ordinances in confllct; and providing an effective date. An Ordinance of the Mayor and City Commission of the Cily of South Miami Ronda, amending the Future land Use Map of the South Miami Comprel1enslve Plan by changing the future land use map eategoryfrom Mtxed.t1se Commercia! Residential {Four Story} to Residential I Umfted Commercial District (Two Story) for an area identified as air properties facing the west side of SW 62 Avenue from SW 64th Street to SW 69th Streetincluding 0014 SW 69th Street said properties more specifically legalfy desC'libed in Section 1 of this ordinance; Providing for severabaity; providing for ordinances in conflict; and providing an effflctlve date. An ordinance of the Mayor and City Commission of the City of South Miami Ffotfda, amending tM FulurQ Land Use Map (If the South Miami Comprehensive Plan by changing the future land use category from Singh~ .. Famjty Re.sldtmtia! {Two-StOTY} to Parks and Open Space for Ihe property identified as Van Smith Park located at 7800 SW 59 AVenue l,Folio No. 0904036..039-0020 and folio No. 09"",,036-0Sg..0025); providing tor severabHlty; prov!dlng for ordinances in confllc;t; and prOviding an effeotlve date. A Resolution of the Mayor and City Commission of the City of South Miami, Florida, a~horizing the City Manager to execute an .agreement with D!gital Payment Tectmologles, Corp.; a Canadian federal cotporatlon authoriZed to transact business in the State of Florida to pun::hase thirty-eight (38) Parking Pay Stalions to be placed 'throughout the City of South Miami: providing an effective date. ~Res01ut!on of 'the Mayor and City Commission Of the City of South Miami, FlorIda, Authorizing the City Manager to en~., in to an agroement with SunGard Public Sector Inc. for Soft\vare. MaIntenance. For the sum of $175,000 for &-years, annual maintenance fee payment $35,000.00 wll! be paid from account nl.l!i1ber 001~1410~513-4634 Maintenance Computer Programs; and prov!dlng for an effective date. A Resolution of the Mayor anc City Commlss!on of the CitY of South Miami, Florida, Authorizing the City Matlager to enter in to an agreement with SunGard Public Sector Inc. tor Software license and Services., For Ihe sum of $172,070.00 over a &-year period JrMrest free at a total of $34,414.00 annual from s\X:ount number 001-1410~513--7110; and proViding for an effective date. For further information, please eontsm Ihe City Clerk'.s Office at (30S) 663.~6340. ALL Interested partIes are invited 10 attend and wI!! be heard. MarJa M. Menendez, CMC City Clerk P~'mlanltoFleri<l:lS!alutm; 28&.oIOS, the Cityh>lnJbyStM!;e.; t""P<iI>~a l/>(Itila pmdo:cld<la tosppul=-y deelslon (l1<'de.by.lhb BoartI.,\gmcyor¢ommlsslonv.1lh f<5~t 10;my"""lIerCOr>3ldt<rodalitl;:mee!il!g<J!"hMrlng.h&<lr~hov<mn>red"'n'leOldolIhllPf~~."""!.hat!""~F'1'1p(l$# • .a."<t<:lOOpo~maynec.:lto~o~laVll!l>a~m reetmI oltha pl'OCOS<f,ngs '" madEl-wl1ioh ~ rnw.:dOlllh9 1<l$fi!1)ony.aM mi:fe'1lCII upon vblich tha $ppeal is to ba 00s00. Dr. Jerome Hernandez 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 bl~n in practice in the Miami area forthe past twenty years specializing in general optometry, hard-to-fit contact lens cases, as wen as low vision. For over forty years, the Kendall Optical Center has been known for its premium eyewear, exceptional qualJ'ty and outstanding service. Schedule your eye e}:am today and Join us as we welcome Dr. Hernandez. ~ ~,~~~~ r&ll. Discount off 10°/0 'hepurchas. 7' of frames! ck On Trane ditioners. mlort System today, lanl Rellale UP to SI,OOO 42 RESOLUTION NO.: __ 2_2_9_-_1_0_-_1 3_2_6_3 __ _ 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 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 _ Octo""be""r"--____ 20 I 0 ATTEST: ();=G~ City Clerk Read an --a proved as to form ;~~-~O City Attorney ~ APPROVED: -ifjjfW-'----- COMMISSION VOTE: Mayor Stoddard Vice-Mayor Newman Commissioner Palmer Commissioner Beasley Commissioner Harris 5-0 Yea Yea Yea Yea Yea TO: VIA: FROM: DATE: Subject: Background: Selected: Cost: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM Honorable Mayor Stoddard and Members of the Commission Hector Mirabile, Ph.D., City Manager/{ Alfredo Rivero!, Finance Director September 30, 20 I 0 Agenda Item No. Software License and Services Agreement 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 wjll be $ 172,070 interest free. The amounts noted shall be payable as follows: • Upon Execution • First Anniversary of the Execution Date • Second Anniversary of the Execution Date • Third Anniversary of the Execution Date • Fourth Anniversary of the Execution Date $34,414.00 $ 34,414.00 $ 34,414.00 $34,414.00 $ 34,414.00 Account Number: The annual payment for this purchase was included in 20l0-2011 budget 001-1410-513-71 f O Debt Services with a current balance of $35,000.00 Backup Documentation: • Software License and Services Agreement 43 TO: VIA: FROM: DATE: Subject: Background: Selected: Cost: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER. INTER.-OFFICE MEMORANDUM Honorable Mayor Stoddard and Members of the Commission Hector Mirabile, Ph. D., City Manager ;57/ Alfredo Riverol, Finance Director September 30, 20 r 0 Agenda Item No. --s.1_1=--__ Software License and Services Agreement The City's current finance system t 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 Ucense 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 • First Anniversary of the 'Execution D~te • Second Anniversary of the Execution Date • Third Anniversary of the Execution Date • Fourth Anniversary of the Execution Date $ 34,414.00 $ 34,414.00 $ 34,414.00 $ 34.414.00 $ 34,414.00 Account Number: The annual payment for this purchase was included In 20 I 0·20 II budget 001-1410-513-71 f 0 Debt Services with a current balance of $35.000.00 Backup Documentation: • Software License and Services Agreement 44 / k~~~:~D\ R~O~~::D r r' FINANCE DEPT. CITV nFiI!(,~:c:.! .' " ·····SUFTwARE 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, andlor 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 3D, 2010. City of South Miami, FL SunGard Public Sector BY: /Z~ 7 . PRINT NAME: HeI!.TP' Mire.lc,;/e Pl.. D. BY~~~ PRINT NAME: W.l, U'1M PRINT TITLE: C.iy MlltJ1f&-ff DATE SIGNED: 10/2.0/)010 T' PRINT TITLE: V ~ J QVU£ t)(/C,i. DATE SIGNED: 1:t; 0 at UP ( a Page 1 of 9 SMIA-100788 SunGard Public Sector License Agreement0920.doc 45 . 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 i:;l Cumponent 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 anyone 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; (~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 "Exhibffs." "Intellectual Pr.2l?lillY .. _Fights" 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 wtth 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. "Recipienf' 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 of9 SMIA·100788 SunGard Public Sector License Agreement0920.doc 46 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) 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) 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 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) 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 notioe(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 infonnation 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. (0) 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 3019 SMIA-100788 SunGard Public Sector License Agreement0920.doc 47 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 devalop 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 toby 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. 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, slaying 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 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 ihe daie of invoice. Late fees wiii be calculated based on a per annum rate equal to the lesser of: (0 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) ~ 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 bv SunGard Public Sector and Remedv 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 of9 SMIA-100788 SunGard Public Sector License Agreement0920.doc 48 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 limitatlons 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 FAlLS 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 (ij) 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 of9 SMIA-100788 SunGard Public Sector License Agreemento920.doc 49 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; (8) 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: Deiivered 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 Majeure. 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 andlor other consolidation by, with or of Customer, including any new or surviving entity that results from such merger, acquisition andlor 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 6 019 SMIA-100788 SunGard Public Sector license Agreemen10920.doc 50 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 7 019 SMIA-100788 SunGard Public Sector License Agreement0920.doc 51 Customer: City of South Miami Delivery Address: 6130 Sunset Drive, South Miami, FL 33143 SOFTWARE: (based on 35 concurrent users) ~Public Sector {', ~onUlobal' 'If t System, , . ,Core Jodule, based on 35 eneral Lod '. , G I&Posjtjo~ ~.yable wfSnnk OS·APBR ~g&Drm-I :DD ,asy Laser Forms -0 ELF tut'on ~ -( ;tores ! - ( ,.1 S-A' • Payroll· OS,PA YROL ,Human. , -OS·l'!R jxcd Assets· OS-FXAS • "on, "on' 'entr.l on Central on. ~-, ~CPl • Business Account .( • Code , ,.( • Services I Licen,. F.es :.rl Notes to Table: LiecnscFcc, 1$ 4,20 1,20( 10 1 .,00 ),00 EXHIBIT 1 1$ Rapid. ~.rv'c., ' 1 Travel and living expenses are additional and will be billed monthly as SunGard Public Sector renders the servi~s. "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 platfonn 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 fonow:ing required professional services to ensure the initial migration goals are met: • Remote Project Management • Remote Consulting and Training • Remote InstaUation • Remote Data Conversion/Utilities • BuiltMln Reporting and Analysis Tools • Hardware and Operating System Services • Ongoing Maintenance and Support Services Page 8 of9 SMIA-100788 SunGard Public Sector license Agreement0920,doc 52 3With exception to infrastructure third~party components such as Windows Operating System(s). da1abase 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 First Anniversary of the Execution Date Second Anniversary of the Execution Date Third AnniverS3f'J of the Execution Date Fourth Anniversary of the Execution Date Terminated Programs $34,414.00 $34,414.00 $34,414.00 $34A14.00 $34,414.00 Upon Go-Live of the ONESolution Component Systems the following NaviLine products will be tenminated: GMBA w/Extended Reporting (GM), Payroll/Personnel (PR), Occupational Licenses (Ol), Code Enforcemen! (CE) and Building Perm~s (BP). NaviLine Products to remain shall consist of the following: Retrofit Modifications (8), HGE Client Licenses (GU), Work Orders/Facility Management (WF), Continuing Property Records (CP), Customer Information Systems which includes CR and LX (CX), Document Management Services (DX) and Fleet Management (FM), Purchasing/lnventory (PI), Accounts Receivable (MR) and Asset Management II (A2). EQUIPMENT: Host(s) or client server configuration(s) andlor combinations of host(s) and client server configuration(s) wfthin the United States of America for which SunGard Public Sector supports the Sofiware. Customer acknowledges that certain Component Systems of the Sofiware may require specific host or client configurations. Customer, as soon as reasonably practicable, will provide a detailed written description of the Equipment so that SunGard Public Sector can confirm that It is a configuration on which SunGard Public Sector supports use of the Sofiware. NOTICE: To use any of the Sofiware, Customer must also obtain, install on the Equipment and maintain SunGard Public Sector-supported versions of certain sofiware products and software/hardware peripherals. By this notice, SunGard Public Sector is advising Customer that Customer should consuH with its SunGard Public Sector Professional Services representative to obtain a written listing of such necessary sofiware products and sofiware/hardware peripherals. Page 9 of9 SMIA-100788 SunGard Public Sector license AgreemenlO920.doc 53MIAMI CAlLY BUSINESS REVIEW Pu\l~med 0i0'Jy ~.caS1lSaIU<<Zay, SIiMay aM logalml$lI)"O' M!Qrr.l, MWIi·Owe. Coon!),. I'IM~ STATEOFR.ORlOI\. COUNTY OF MlMill·DAOE~ SefOle the. vndOI$;gfl,d auUl{)tity pIIcS¢!1al!y .appeared V. pEAez, \'lho <:In oath sayslh&t he or she is lhe LEGAL CLSA!<, t.egal NetiCC$ of the Miami Daffy 8u$itless Review fJkfa Miami Reviaw. a dally (exct'Ept Satuway, Sunday and Legal Holidays) neMpaper, plJb~shed al Miamllo Miaf'1li.Oade counly, Aoritta; \.Ila\ the attacM1,l e<lpy Of adVetlisemenf, beft'lg It L{!9a1 AOVeJ1isEment of Notice in the matter of CITY OF SOUTH MIAMI· NOnCE OF PUSUC HEAR1!\'G OCTOBER 19, 2011)· AMENDING THE SOUTH MIAMI PENSION ?!.AN In the XXXX COurt. 'liaS pl,1bltshetl in said n6YISpapOll' in the i:%ues of 10/00l2010 Affiant further ~ys that too ~m MilIml Daily 8I/SiM~S Review 1$ a newspaper plJl.ll!shed at Miami in Wd Miam}Dade Oomlty, Rotida and that the said nelYspaper has heretolerc been ~"'~!WOusly p"bIi$h~ In $!Ii(l Mh'l,mi-Ol>.do County, Flortda. ea~bl1ay (exeeptSaluRlay. Sul'ldayand Legal HoIidEl.:fS) and has been enlared \'I~ Sel:ond <:10$$ mail matter at the post office il'l Miami in tl,,!(f Miami-Dade COurity, Flolio:fa, lor a periOd of ene year next preo;:eding tIIs fmlt publleatlon ellhe attaW!:'4 copy of advertlsement; and affiant further says that he or s!'Ie has neither paid norptom!se(! any pet"son, firm or wrporalion any dlsCOUlll, rebate, (:ommissloo or relund for Ihe purpose of set:U1lng Ihls adVertlsemenUof pub\il:a~n in the said -'~. Sworn to and Sl.1bS(lf/bed be/Of'" me mls os day 01 OcrOSER .A.O.~ ~=m",,"-----,-_ (SIiAL) V, pEREZ perS(lna)ly kImm to me .... ~ . ..., t~· "-""'<ltt,1 NctaryPub'.k:S!a!aol~JotkSa CIlel)'IH.Mamlsl My~OO~ El¢msOl'lImGl2 54~ -g 0 -a :E", Sw :E~ X • ..... "'w 0= '" ~ u. 0 0'" ~l:! _Ill "z ;,; c 0 '" I g i ~ :§ .-f ~ s ~ ~ ~ •. $ \l) 0) •• f: L: 6l c:: j m~f!:,g ~ :e g .go C <ll :;:;I <.) t Il) :> 0 (» a'l,JJ8 ~ ~ oc "'''' 11 ! £ NNe ggo;: lalO .... oa I ;g~~m ~ II i ~ 1£ ~ E L: :J ;,; $ Z .0 c:. g; §.9 I-• z ~ ~ .2 "0 ~. (5 I I < -"' G .~ -e w ~ .~ ~ ~ ~ s • 0' .... [ O~ N~ Q~ -c-~ ..... -O· <r-~ jj IIlg O· ci O~ ;~ 1Il~ .2~ :o~ :::I~ c..~ " ~ ~ CITY OF SOUTH MIAMI COURTESY NOTICE NOTICE IS HEREBY given that \fie. City Commission of the City of South Miami, Florida will conduct Public Hearings at its regular CltyCommlsslon meeting scheduled for Tuesday, October 19, 2010 beglnnlng at 7:30 p.rn. in the City Commission Chambers, 8130 Sunset Oliva, to consider the following item(s): An OrdInance of the Mayor and City Commission 01 the City of South Miami, Florida amendmg the SOuth MIami Pension Plan, providing for an amendment to Section 16-12,. Definitions, to comply with cwrent City policy conceming the defmitlol'ls of annual compensation, flnal average compensation, department Mad. employee, full time employee, participation and part-1lme employee; amending Section 16.14(1){1j(b) to anow retire<:! participants to change a beneficiary up to two times at the participant's cost in compUance with Chapter 2aOg~97; Laws of Florida; amending the City of South Miami Pollee Officers Retirement Trust Fund to provIde for compflance with chapter 2009~97, Laws of Florida; amending Section 16·17lb! to eliminate the 3% interest payment on return of contnbutlon; providing for severability; providing for codification; and providing for an effective date. An oref!nance of tha Mayor and Clty Commission of the CUy of South Miami, florida, relating 10 Chapter 5 of the City Code, amending Sections 5~2, 5--2..1, 5~2.2. 5-2~3 and 5-2,4 and creating 5·2.5 through 5·2.12 of the Code of OrdinancGs entitled "Pou!try and fowl~, now to be entitled "ChickGns"; providing forthe-maintainIng of we!l·mannered chickens under certain tanns and conditions; creaUng enforcrunentprocedures; providing for severability, ordlnances in conflict, and an effective date. An Ordinance of the Mayor and the City Commission of the City of South Miami, Florida relating to the fee schedule. amending Ordinance 2HI9-2013 as amended by Ordinan.ces10 incllJde a new Perking Division Fee Schedule. increaslng some parking fees, adding I1e\H fees and deleting some fees from the schedufe, providing for severabiHty, Ordinances in confl!ct, and providIng an effective date. An Ordinance of the Mayor and City Commission of the City of South Miami, Florida, amending the text of the South Miami Comprehensive Plan, by amending the Comprehensive Plan Future Land Use Bement in order to adopt a new future land use map category entitled ~Low Density Affordable Mulliple..family Residential (Two storyt which in the Mute could be applied to development projects and plOpertle$ providing multipla-.farruly housing units or town homa units in transitional residential areas; providing for severability, provlCfmg for ordinances In (:onfIict; and providing an effective date. An Ordinance of the Mayor and City Commission of the City of South Miami Ronda, amending the Future Land Use Map .of the South Miami ComprehensIve Plan by (:hanglng the future land use map categ.ory from Mlxed·Use Commer(:iaf Residential (Four Story) to Mixed Uso·Affordable Housing (fwo Story) for an area !Q$1tified as a part of thl1 proposed Madison Square Development Project generally located at the southeast comer of SW 64th Street and SW 60th Avenue and the southeMt corner of SW 64th Street and SW 59th Place including properties more specifically regally described in Section 1 .of this ordinance, provJdlng for lSeverabilily. providing for ordinances In conflict: and providing an effectiVe date. M Ordinance of too Mayor and City CommIssion of the City of South M"Jaml Rolids, amending the FuMe Land Use Map of the South Miami Comprehensive Plan by (:hangln9 '\he future !and use map category from Mixed-Use Commercial Residential (Four Story) to Residential/Limited CommerCial District (Two Story) for an area identified 01$ all properties facing the west slde of $W 62 Avenue from SW64th Streetto SW 69th street including 6914 SW 69th Street said properlies tr'IOre specificatly legally deSClibed 11'1 Seetlon 1 of this ordinance: providIng for severability; providIng for ordinances in conflict; and providing an effective date, An ordlnance of tha Mayor and City Commission of the City of South Miami Rorida, amending the Future Land Use Map of the Soufu Miam'i Comprehensive Plan by changing the Mure land use-category from Slngle--Family Residential (Tw¢-StOlY) to Parl(s and Open Space for the property identified as Van Smith Park located at 7800 SW 59 Avenue {Folio No. 09-4036·039-0020 and Folto No. 09-403&-039"()02:5}; providing for sevaablfrty; providing for ordinances in conflict; and providing an effective date. A Resolution of the Mayor and Clty CommIssion of the City of South Miam!, Rorida, aulhorizing the City Manager to execute an agreement with Digital Payment TechnolOgies, Corp.; a Canadian federal IXIrporation authorized to transact busIness in the Slate of Florida to putchase 1hirty--efght (Sa) Parking Pay Stations to be placed throughout tf1e City of South MiamI; providing an effective date. A Resolution of the Mayor and City Commission of the City of South Miami. Florida, AuthorlZlng the City Manager to enter In to an agreement With SunGard Public S8(:tor rnc. for Software Maintell31lCe. For the sum of $175,000 for 5·years, annual maintenance fee payment $35,000.00 will be paid from account number 001·141-0-513-4634 Maintenance Cc>mputer Programs; and provlding for an effectiVe date. r-;: Resolution of the Mayor and City Commission of the City of South Miami, Rorida, Authorizing the City Manager to en~.,. h i~ to an agreement with SunGard Public Sector Inc. for Software Ucense and Services. Forthe sum of $172,070.00 over a I ~ear period interest free at a total of $34,414.00 annual from account number 001-1410·513·7110; and providing for an ~ective date. Forfurther infonnation, please contact the City C!erk"s Office at (305) 663-6340. ALL Interested partIes are Invited tt> attend Md will be heard. Marla M. Menendez, CMC City Clerk I'wwanttoFKl!fdaSral.Ms UtlhtOS. theCltyl\tl"eby ndvl$e$lhiIpubl!clhaU/apersoo d~~ktes loappea!>JIl.yded$!o<l ~byth($ SQard.AgencyDfCommlsslo<lWl"th I»Sp~ to Ill'IJmatl~r<;Q(l$ld"etedat ffsmfflingor~, lreorslteml need lI.lWOfdotllleproceedillgs, andlhat k>r&lCh P"'POU.efte<:ted~n IMyneedto enSUt(I Ihala vetb~tlm ~o!tha~ngshtnad<lwhlctl_il>';lu"d~tM~andoMdijnoo"IlQn\\t.lchtntl"~!sl"b9I>ared. Dr. Jerome Hernandez is pleased to announce his practice has moved to the Kendall Clptical Center 7400 North Kendall Drive, Suite 110 Miami, Florida 33156 (305) 670-6060 Dr. Hernandez has bj~en in practice in the Miami area forthe past twenty years specializing in general optometry, hard·to-fit contact lens cases, as weI! as low vision. For over forty years. the Kendall Optical Center has been known for its premium eyewear. exceptional quality and outstanding servlcs. Schedule your eye e:x:am today and join us as we welcome Dr. Hemand'9z. Cash Ba Air Co Buy a Trane C And receive an In (♦� CENTRALSQUARE More than 1,000 customers take advantage of cloud hosted products from CentralSquare today, and we are investing millions of dollars each year in cloud product modernization eff arts to continue to expand our cloud offerings to our customers. KEY CLOUD BENEFITS ✓Enhanced security of your critical data protected from hackers and ransomware breaches. ✓Availability and reliability to access your data despite any potential disruption. ✓Greater agility to re-allocate staff away from day-to-day software and hardware maintenance. ✓More frequent updates and faster time to value provides the most updated features faster. ✓Improve financial predictability by shifting to a Saas (Software-as-a-Service) payment method. 55 In 2021, 79 ransomware attacks were executed against U.S. government organizations, totaling an estimated $18.9 Billion in downtime and recovery costs (Source: Comparitec). While data security and protecting access to your systems at all times is a leading benefit of moving to the cloud, there are many more to consider when having these discussions with your team and your community. Enhanced Security Protecting your agency's data and the data of your community is of utmost importance when considering a move to the cloud. The looming threat of ransomware and cyberattacks are even more significant in the public sector when you are protecting critical data including graphic video evidence, electronic warrants and confidential personal information of citizens. @ �ilability and Reliability Losing access to your data even for a few seconds or minutes could compromise your agency's ability to serve your community and, in many cases, save lives. With systems securely hosted in the cloud across multiple servers that ensures backup and redundancy despite any kind of disruption, your team can perform at its peak, and meet citizens' needs, with limited downtime. X �ource Agility Resources and staff are more limited today than ever before. Simply put, the cloud removes your need to manage the burdensome day-to-day maintenance of hardware, allowing your staff to refocus their efforts on supporting critical items that are crucial to the success of their agency and ultimately their community. 56 MORE INFORMATION AT CENTRALSQUARE.COM ©2022 CentralSquare® Technologies. All rights reserved. CLD - 100 - 122157 " ~e Frequent Updates and Faster Time to Value Instead of waiting for the installation of upgrades to software, the cloud allows you to receive the latest features and functionality in CentralSquare® solutions faster, capturing the true value of CentralSquare's R&D investment. Additionally, a cloud deployment provides faster time to value with quicker access to the software and its benefits after implementation compared to a traditional on-premise installation. 00 ~ving from CapEx to OpEx By shifting to a SaaS (Software-as-a-Service) subscription payment model with a cloud solution, your agency's financial flexibility is instantly increased with a shift away from Capital Expenditure (Cap Ex) to Operating Expenditure (Op Ex). With a subscription payment plan under operating expenses, your finance team has the predictability needed for better planning into the future. CENTRALSQUARE COLLABORATES WITH AMAZON WEB SERVICES (AWS) TO LEVERAGE THE POWER OF THE AWS GOVCLOUD (US) IN PROVIDING YOUR AGENCY AND COMMUNITYWITH THE BEST IN CLOUD SECURITY AND RELIABILITY. powered by aws ~ CentralSquare is committed to helping you identify and define the first steps in your journey to the cloud that is best for your agency and your community. Please reach out to your Account Manager to learn more about the many benefits of moving to the cloud with CentralSquare. 6A .............................................................................................MIAMI HERALD FRIDAY OCTOBER 25 2024 to Michael’s political com- mittee. That same day,A Stron- ger Florida contributed $7,500 to a political com- mittee run by Sen.Danny Burgess,R-Zephyrhills. The next day,Burgess filed a companion bill in the Florida Senate. Burgess and Michael did not respond to The Trib- utary’s requests for in- terviews about their cam- paign finances. In May,the bill passed by a vote of 108-6 in the House and 35-5 in the Senate. In the month after the bill was signed by Gov. DeSantis,A Stronger Flor- ida donated to political committees supporting at least three of the bill’s co-sponsors:Reps.Juan Carlos Porras,Carolina Amesty and Lopez.Since 2023,Lopez and her politi- cal committee have re- ceived $11,000 from A Stronger Florida. Diaz,Lopez’s campaign advisor,said in his written statement that A Stronger Florida “has no ties to Rep. Lopez or her campaign,” and she “cannot answer questions regarding the committee’s donors or contributions.” A Stronger Florida also contributed to committees run by four of the Miami- Dade School Board’s nine members.Miami-Dade is one of only two Florida counties with a BusPatrol contract. It also gave $267,500 to the Republican Party of Florida and another $150,000 to the Florida Republican Senatorial Campaign Committee. BusPatrol gave an extra $150,000 to the commit- tee this month.The com- mittee has not yet reported how it has spent that money. This year,the Senate passed a second bill,this time expanding BusPa- trol’s ability to make money from citations. When the bill went to the House,Lopez voted for it. It authorized school-bus cameras for private and charter schools and allowed revenue-sharing through the fines collected from traffic violations recorded through the detectors.This expanded model could bring in millions in revenue for BusPatrol. This year marks the first election since BusPatrol ramped up its donations. BUSPATROL’S HIDDEN PAST BusPatrol has portrayed itself as a fast-rising com- pany,securing contracts with school districts across 16 states. In 2017,a company called Force Multiplier Solutions Canada Inc. changed its name in Cana- da to BusPatrol Inc.In the U.S.,Force Multiplier Solu- tions’leaders formed new entities across the country bearing the name BusPa- trol. BusPatrol has claimed it has no connections to Force Multiplier Solutions and has tried to distance itself from that name. In 2018,Force Multiplier Solutions CEO Robert Leonard was convicted in a corruption scandal that took down public officials and resulted in the closure of a county agency.A fed- eral prosecutor told the judge this was “likely the largest domestic public- corruption case in history.” Leonard pleaded guilty to paying more than $3.5 million in bribes to the agency’s former superin- tendent and a Dallas City Council member. After the conviction, another investigation,this time by a Maryland coun- ty’s inspector general, criticized the Montgomery County school district for transferring a contract from Force Multiplier Solutions to the newly named BusPatrol. “While BusPatrol and FMS may technically be different corporate enti- ties,they remain at the same address,with the same telephone number, and using the same equip- ment on the same con- tracts,”the 2019 report said.“The president of FMS is now the president of BusPatrol.…The cur- rent CEO of BusPatrol is listed in Canadian legal documents as being a Co-Director of Force Mul- tiplier Solutions Canada.” BusPatrol’s founder and former president,David Poirier,who has since left BusPatrol,told The Trib- utary he has no ownership interest in the company and declined interview requests. When a Maryland state delegate raised these con- cerns last year,BusPatrol denied any connections to Force Multiplier Solutions or its convicted CEO.The company even went so far as to say BusPatrol’s form- er CEO,Jean Souliere, “was never …related to FMS in any way”even though he had served as a director on Force Mul- tiplier Solutions’s board. Souliere did not respond to a request for comments. LEGISLATURE EVADES ETHICS AND RECORDS REQUIREMENTS Because the work of Lopez’s son overlaps with public policy —both as the Miami mayor’s former chief of staff and his newer role at BusPatrol —any messages related to those jobs should be public,but she denied having any communications,including with her son,that mention “BusPatrol”or her son’s name. Lopez also said she didn’t have any calendar records with BusPatrol or any of their lobbyists. Florida’s Constitution requires legislators’re- cords to be public,but the Legislature has exempted itself from most public- records laws.Instead, legislators get to decide for themselves what’s a record of “archival value”and act as the custodians for any records not maintained by the House’s Office of Open Government,according to House rules. In addition to setting a different standard when it comes to public records, the Legislature has also set a different ethics standard for itself,according to Caroline Klancke,the executive director of the nonprofit Florida Ethics Institute.Voting-disclosure requirements are more robust for local officials than legislators,she said. A search of the House’s daily journals and a public- records request showed that Lopez never disclosed her conflict when she vot- ed on the 2024 bill. According to a list of penalties recommended by the state ethics commis- sion since its founding,the maximum penalty for not disclosing a voting conflict has been a $4,000 fee. The lack of real conse- quences for conflicts of interest could leave the Legislature susceptible to corporate influence,said Rosenson,the UF profes- sor who is an ethics expert. “When members are de- pendent on [campaign] donations from companies, that can create an ethics problem and a dependence on those companies.” FROM PAGE 5A LOPEZ Miami-Dade County Public Schools In Florida,BusPatrol has spent $680,000-$1.4 million lobbying the legislative and executive branches in the past four years. 58