12-07-04 Item 7.........................
CITY OF SOUTH MIAMI
INTER - OFFICE MEMORANDUM
To: Mayor and City Commission Date: Dec. 7, 2004
Re: Agenda Item #
From: Maria V. Davis Commission Meeting 12/7/04
City Manager AS /400 Computer System
Request
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA, RELATING TO ACQUISITION OF
COMPUTER EQUIPMENT; AUTHORIZING THE CITY MANAGER TO
ENTER INTO A THREE (3) YEAR LEASE AGREEMENT WITH IBM
GLOBAL FINANCE. FOR THE LEASE OF AS /400 COMPUTER SYSTEM
IN A MONTHLY AMOUNT OF $919.00 AND CHARGING THE
DISBURSEMENT TO ACCOUNT NUMBER 001 - 1340 - 513 -4445 - GENERAL
FUND LEASE PURCHASE AS 400
Background & Analysis
The current AS400 computer system is no longer capable of adequately supporting current
workloads. Response times, usually measured in milliseconds, can often be measured in minutes
during busy times of the day. The current system is at maximum levels for processor, memory, and
storage, and must be replaced to provide sufficient performance for City Hall operations. Due to
this situation the City has experienced several disk failures over the last few weeks.
If approved, we will be "piggy- backing" off an existing government contract for the lease of the new
system and for system maintenance. This is a budgeted item in the 2004 -05 General funds budget
under account number 001 - 1340 - 513 -4445, with a current balance of $12,780.00.
Recommendation
Approval is recommended.
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RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF SOUTH MIAMI, FLORIDA, RELATING TO ACQUISITION OF
COMPUTER EQUIPMENT; AUTHORIZING THE CITY MANAGER TO
ENTER INTO A THREE (3) YEAR LEASE AGREEMENT WITH IBM GLOBAL
FINANCE FOR THE LEASE OF AN AS /400 COMPUTER SYSTEM IN A
MONTHLY AMOUNT OF $919.00 AND CHARGING THE DISBURSEMENT TO
ACCOUNT NUMBER 001- 1340 -513 -4445 - GENERAL FUND LEASE
PURCHASE AS 400; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Mayor and City Commission wish to enter into a lease agreement for a new
AS /400 computer system, with the option to buy for $1.00 at the end of the lease term; and
WHEREAS, the AS /400 computer system will replace the existing system, which is not
compatible with the newer generations of software; and
WHEREAS, IBM Global Finance has furnished the City a government price for the lease of
this equipment as demonstrated in the attached document.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF SOUTH MIAMI, FLORIDA, that:
Section 1. The City Manager is hereby authorized to enter into a three (3) year lease
agreement with IBM Global Finance.
Section 2. The City Manager be, and is hereby authorized to disburse the monthly sum of
$919 to IBM Global Finance for the use of an AS /400 computer system; and further is
authorized to purchase the equipment at the end of the lease term, if deemed appropriate. The
funding for this agreement shall be paid out of Account no. 001 - 1340 -513 -4445 (General Fund
Lease Purchase AS 400) with a current balance of $12,780.00.
Section 3. This resolution shall take effect immediately upon approval.
PASSED AND ADOPTED this day of 52004.
ATTEST:
CITY CLERK
READ AND APPROVED AS TO FORM:
CITY ATTORNEY
APPROVED:
MAYOR
COMMISSION VOTE:
Mayor Russell:
Vice Mayor Palmer:
Commissioner Wiscombe:
Commissioner Birts- Cooper:
Commissioner Sherar:
Statement of Work for Services
Acquired from an IBM Business Partner
ServiceSuite
1. Scope of Services
We will provide to you the Services described in this Statement of Work for the Machines we specify (called "Eligible Machines "). We will identify
the Eligible Machines, and the Services that apply to them, in a Schedule to this Statement of Work. The Schedule will also identify the Specified
Locations at which the Services will be provided. A Specified Location may be your entire information processing environment, or a portion thereof,
which may be resident at multiple sites or a single building.
This Statement of Work is designed to enable you to contract for a wide range of Services that apply for your Eligible Machines and the Programs
that run on those Machines. To allow for maximum flexibility enabling you to add Services as needed, basic terms regarding our relationship are
included as well as more specific terms that apply for Machine maintenance and Program support Services. The specific terms regarding Machine
maintenance and Program support Services apply only when you have contracted for an associated Machine maintenance Service or Program
support Service as specified in the Schedule.
These Services are available for Machines normally used for business, professional, or trade purposes, rather than personal, family, or household
purposes.
2. Contract Period
Start Date: 12 -01 -2004 End Date: 11 -30 -2007
Eligible Machines, Specified Locations, or new Services added to this Statement of Work following its Start Date will assume the remaining portion
of the existing contract period.
Renewal Contract Period (years): 3
We will renew the Services that apply for each Specified Location on the Contract Period End Date for the number of years (called the "Renewal
Contract Period ") specified above.
Thereafter, we will automatically renew for the same length periods unless you notify us and your IBM Business- Partner in advance of your desire
to change the length of the renewal. Either of us can select not to renew by providing written notification (at least one month prior to the end of the
current contract period) to the other and to your IBM Business Partner of their decision not to renew.
Each of us agrees that the complete agreement between us about this transaction consists of 1) this Statement of Work and its Schedules, 2) supplemental
terms referenced herein, and 3) the IBM Agreement for Services Acquired from an IBM Business Partner (or any equivalent agreement in effect between
us) identified below.
Agreed to:
City of South Miami
By
Authorized signature
Name (type or print):
Date:
Customer Company address:
6130 Sunset Drive
South Miami, FL 33143
Telephone number:
Billing Address:
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
Agreed to:
International Business Machines Corporation
By
Authorized signature
Name (type or print):
Date:
Statement of Work number: AOOWNF
Agreement number:
Customer number: TTDFOWNF
IBM Address:
800 N. FREDERICK AVENUE
GAITHERSBURG, MD 20878
After signing, please return a copy of this Attachment to the 'IBM address" shown above.
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3. Your Responsibilities
You agree:
1. to provide your IBM Business Partner with an inventory in which you identify all Eligible Machines to be covered at each Specified Location.
All Eligible Machines of the same type at a Specified Location must be included in the coverage. You also agree to identify all Eligible Machines
for which we are to provide warranty service;
2. to notify your IBM Business Partner whenever you wish to add Eligible Machine types to an existing Specified Location or set up new Specified
Locations;
3. to return to IBM all defective CRUs (from covered Eligible Machines) within 30 days of your receipt of the replacement CRU. A "CRU" is a
Machine part which is designated as a Customer Replaceable Unit (e.g. keyboards, memory, or hard disk drives). IBM provides CRUs to you
for replacement by you;
4. to ensure that any access codes we provide to you are used only by those who are authorized to do so;
5. to provide your IBM Business Partner with information we request which is related to our provision of these Services to you and notify your IBM
Business Partner of any changes;
6. to allow International Business Machines Corporation and its subsidiaries to store and use your business contact information, including names,
business phone numbers, and business e-mail addresses, anywhere they do business. Such information will be processed and used in
connection with our business relationship, and may be provided to contractors acting on IBM's behalf, IBM Business Partners who promote,
market and support certain IBM products and services, and assignees of International Business Machines Corporation and its subsidiaries for
uses consistent with our business relationship;
7. to use any electronic diagnostic and service delivery facilities we provide to you only in support of Eligible Machines identified in the Schedule
to this Statement of Work;
8. that electronic access to our support centers and certain databases may require a separate network services agreement;*
9. to pay any communications charges associated with accessing these Services unless we specify otherwise;
10. to use the information obtained under these Services only for the support of the information processing requirements within your Enterprise;
and
11. that your acceptance of any software Services does not alter your responsibilities for Distributed System License Option licenses.
Whenever both of us agree to store repair parts at your Specified Location, you also agree:
1. to provide secure storage space for all parts stored at your Specified Location;
2. to provide IBM service technicians easy access to the secure storage space so that they may promptly store, Inspect, and remove the parts
whenever they deem necessary; and
3. that while in storage,
a. you are responsible for all loss or damage to the parts,
b. you will be separately charged for any parts that we find to be missing, used, or damaged, and
c. parts remain the property of IBM and will be subject to IBM parts control procedures and must be made available for return to IBM upon
our Request.
4. Mutual Responsibilities
If at any time either of us requests a review of the inventory count, each of us will cooperate in updating the last formal inventory.
5. Services Program License
The following terms apply to each Program we provide with a Service that is not otherwise accompanied by a license agreement.
We grant you a nonexclusive license to use the Program on the Eligible Machine we designate to assist us in problem determination or other
system support in conjunction with these Services.
If we do not supply a backup copy, you may make one copy of the Program for backup purposes provided you reproduce the copyright notice and
any other legend of ownership on the copy. The backup copy is subject to the same terms as the original. You may not 1) modify the Program's
machine readable instructions or data or merge them into another Program, 2) reverse assemble, reverse compile, or otherwise translate the
Program, 3) sublicense, assign, or transfer the license for the Program, or 4) distribute the Program to any third party. We provide the Program
WITHOUT WARRANTIES OF ANY KIND.
Your license terminates when 1) the Service terminates, is withdrawn or expires and is not renewed, 2) the Program is no longer needed to perform
the Service, or 3) the Eligible Machine which we designated for the Program is removed from productive use within your Enterprise.
We may terminate your license if you fail to comply with these terms.
Upon termination, you agree to destroy the Program and any backup copy you were given or made.
6. Automatic Inventory Increases
We will automatically increase the inventory count at a Specified Location whenever:
1. an Eligible IBM Machine is added to the inventory. If the Machine is under warranty when added, maintenance Services will commence at
warranty exit. If the Machine is not under warranty when added, maintenance Services will commence at the later of a) the date of installation
or b) the previous yearly anniversary of the start of the contract period. IBM Machines specifically excluded from coverage at contract period
start will remain outside the scope of this Statement of Work unless you request we add them during the contract period. However, all Eligible
IBM Machines added to your inventory during the contract period will be included in the inventory count and receive maintenance Services as
set out in this Section; or
2. an Eligible non -IBM Machine, of the same type as other non -IBM Machines already covered at that Specified Location, is added to the
inventory. If the Machine is under warranty when added, maintenance Services will commence at warranty exit. If the Machine is not under
warranty when added, maintenance Services will commence at the later of a) the date of installation or b) the previous yearly anniversary of
the start of the contract period.
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The maintenance Services that apply for these Machines will be the same as that which you are receiving for all other Eligible Machines of the same
type.
Newly installed IBM Machines of the same type for which you have already selected Warranty Service Upgrade will be added at date of actual
installation and will be covered at the same Warranty Service Upgrade support level.
7. Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. Your IBM Business Partner may impose an additional charge for some
actions, e.g., termination, or for our provision of some additional services, e.g., Service upgrades, additional Systems Administrators, additional
reports, or support for other Products. These actions or additional services are identified in this Statement of Work with an asterisk ( " * "). Where you
see an asterisk, check with your IBM Business Partner to determine if you will incur an additional charge. You will make payment directly to your
IBM Business Partner.
8. Termination
You have committed to continue Services for the entire contract period. However, you may terminate Services for an Eligible Machine, on notice
to us (copy to your IBM Business Partner), if you permanently remove it from productive use within your Enterprise. Otherwise, if you choose to
terminate Services and these are not being replaced by equivalent Services, you may do so by providing us one monthly written notice (copy to
your IBM Business Partner), after the Services have been covered under this Statement of Work for at least one year.*
9. Satisfaction Guarantee
If, for any reason, you are not completely satisfied with a Service we provide to you under this Statement of Work, notify us in writing within one
month of the time you first become dissatisfied. We will try to resolve the problem to your satisfaction. If we are unable to do so, you will receive
a credit equal to the prorated charge for the Service for the period of time you were dissatisfied.
10. Maintenance Services
Maintenance of IBM Machines
We will provide Service for Machines, as described in our Agreement, for those Eligible IBM Machines specified in the Schedule.
11. Support Services
iSeries Software Services
IBM Software Maintenance for OS /400, 15 /OS and Selected Products
IBM will provide software maintenance support, as described below, for those Eligible Programs for which you are licensed and for which you order
this Service.
General:
1. IBM makes available to you the most current commercially available version, release or update to all of the Programs for which you acquire
support under this Service, should any be made available.
2. IBM provides you with assistance for your a) routine, short duration installation and usage (how -to) questions and b) code defect related
questions.
3. IBM provides assistance via telephone and, if available, electronic access, only to your information systems (IS) technical support personnel
during the normal business hours (IBM published prime shift hours) of your IBM support center. This assistance is not available to your end
users. IBM provides Severity 1 assistance 24 hours a day, every day of the year. Consult the IBM Software Support Guide, which may be
found at http: / /techsupi)ort. services .ibm.com /guides /handbook.htmI for details. A 247 all severity option is available at extra charge.
4. In some instances, IBM may request that you allow it to remotely access your system to assist you in isolating the software problem cause.
You will remain responsible for adequately protecting your system and all data contained therein whenever we remotely access it with your
permission.
5. This Service does not include assistance for a) the design and development of applications, b) your use of Programs in other than their
specified operating environment, or c) failures caused by products for which IBM is not responsible under this Service.
Eligible Programs: Licensed programs for which this Service is available are listed at http : / /www.ibm.com /services /sl /swm/ or may be obtained
from your IBM marketing representative.
Software Maintenance After License Fee: The Software Maintenance After License fee is a one time charge to resume Software Maintenance
if you a) did not renew this Service prior to the end of the then current support period or b) terminated this Service. The new support period in such
an instance begins on the date that IBM accepts your order.
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_!_ = Agreement for Service
Acquired from an IBM Business Partner
Thank you for your business. We strive to provide you with high quality Services. If, at anytime, you have any questions or problems, or are not completely
satisfied, please let us know. Our goal is to do our best for you.
IBM ( "we ") has signed agreements with certain organizations (called "IBM Business Partners ") to promote, market, and support certain Services. Some IBM
Business Partners also fulfill these functions through other remarketers who are not IBM Business Partners. However, for purposes of brevity in this
Agreement, when we use the term IBM Business Partner we mean IBM Business Partners and their remarketers. When the Customer ( "you ") orders our
Services under this Agreement from an IBM Business Partner, we are responsible for providing the Services to you under the warranties and other terms
of this Agreement. We are not responsible for 1)the actions of IBM Business Partners, 2) any additional obligations they have to you, or 3) any products
or services that they supply to you under their agreements. IBM Business Partners establish the price and terms at which they market IBM Services. In
the event that your IBM Business Partner is no longer able to offer our Services, for any reason, we will so notify you in writing. You may continue to receive
our Services by instructing us to transfer administration of your Service to either (1) another IBM Business Partner of your choice (who may require you to
first execute one of their agreements) who is approved to offer you our Services, or (2) us and signing a separate IBM agreement for services.
This IBM Agreement for Services Acquired from an IBM Business Partner (called the "Agreement') governs the Services you acquire from an IBM Business
Partner and we perform.
Part 1 - General
1.1 - Definitions
Enterprise is any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent. An Enterprise also includes the entities which
are mutually agreed -to in writing
Machine is a machine, its features, conversions, upgrades, elements, or accessories, or any combination of them. The term "Machine" includes an IBM
Machine and any non -IBM Machine (including other equipment) for which we may provide maintenance Services.
Materials are literary works or other works of authorship (such as programs, program listings, programming tools, documentation, reports, drawings, and
similar works) that we may deliver to you as part of a Service. The term "Materials" does not include licensed program products available under their own
license agreement
Service is performance of a task, provision of advice and counsel, assistance, or access to a resource (such as access to an information data base) we
make available to you.
PAGES 2 THROUGH 4 ARE ALSO PART OF THIS AGREEMENT. This Agreement and its applicable Attachments and Transaction Documents
are the complete agreement between us regarding these Services and replace any prior oral or written communications regarding these
Services. No machines or licensed program products are acquired under this Agreement. Such items are available only under the terms of 1)
the IBM Customer Agreement (or any equivalent agreement between us) or 2) the applicable third -party agreement. By signing below for our
respective Enterprises, each of us agrees to the terms of this Agreement. Once signed 1) any reproduction of this Agreement, an Attachment,
or Transaction Document made by reliable means (for example, photocopy or facsimile) is considered an original and 2) all Services you order
under this Agreement are subject to it.
Agreed to:
City of South Miami
By
Authorized signature
Name (type or print):
Date:
Enterprise number.
Enterprise address:
6130 Sunset Drive
South Miami, FL 33143
Agreed to:
International Business Machines Corporation
By
Authorized signature
Name (type or print):
Date:
Agreement number:
IBM Address:
800 N. FREDERICK AVENUE
GAITHERSBURG, MD 20878
After signing, please return a copy of this Agreement to the "IBM address" shown above.
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Agreement for Service
Acquired from an IBM Business Partner
1.2 - Agreement Structure
Attachments
Some Services have terms in addition to those we specify in this 'Agreement. We provide the additional terms in documents called "Attachments ", which
are also part of this Agreement. Attachments will be signed by both of us if requested by either of us. Your IBM Business Partner makes the Attachments
available to you for signature.
Transaction Documents
For each business transaction, your IBM Business Partner will provide you with the appropriate 'Transaction Documents" that confirm the specific details
of the transaction. Transaction Documents will be signed by both of us if requested by either of us. The following are examples of Transaction Documents,
with examples of the information they may contain:
1. statements of work (scope of Services, responsibilities, deliverables, completion criteria and estimated schedule or contract period); and
2. supplements and order forms (Service type ordered, and contract period).
Conflicting Terms
If there is a conflict among the terms in the various documents, those of an Attachment prevail over those of this Agreement. The terms of a Transaction
Document prevail over those of both of these documents.
Our Acceptance of Your Request for Service
A Service becomes subject to this Agreement when we accept your request for Service from your IBM Business Partner by:
1. providing you a transaction document, or
2. providing the Service.
Your Acceptance of Additional Terms
You accept the additional terms in an Attachment or Transaction Document by doing any of the following:
1. signing the Attachment or Transaction Document
2. using the Service, or allowing others to do so; or
3. making any payment to your IBM Business Partner for the Service.
1.3 - Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. You will make payment directly to your IBM Business Partner. However, we
may charge you directly for expenses incurred to perform your Service request. e.g., actual travel and living expenses, out -of- pocket expenses. We will
not incur these expenses without your prior approval
1.4 - Changes to the Agreement Terms
In order to maintain flexibility in our Services, we may change the terms of this Agreement by giving you three months' written notice. However, these
changes are not retroactive. They apply, as of the effective date we specify in the notice, only to new requests for Service and ongoing transactions. Part
3 of this Agreement contains additional provisions for changes to the terms of individual Service transactions. Otherwise, for a change to be valid, both of
us must sign it. Additional or different terms in any written communication from you are void.
1.5 - Limitations of Liability
Circumstances may arise where, because of a default on our part or other liability, you are entitled to recover damages from us. In each such instance,
regardless of the basis on which you are entitled to claim damages from us (including fundamental breach, negligence, misrepresentation, or other contract
or tort claim), we are liable for no more than
1. damages for bodily injury (including death) and damage to real property and tangible personal property; and
2. the amount of any other actual direct damages, up to the greater of U.S. $100,000 (or equivalent in local currency), or the charges (if recurring, 12
months' charges apply) you paid to your IBM Business Partner for the Service that is the subject of this claim.
This limit also applies to any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible.
Items for Which We are Not Liable
Under no circumstances are we or our subcontractors liable for any of the following;
1. third -party claims against you for damages (other than those under the first item listed above);
2. loss of, or damages to, your records or data; or
3. special, incidental, or indirect damages or for any economic consequential damages (including lost profits or savings), even if we are informed of their
possibility.
1.6 - Mutual Responsibilities
Both of us agree that under this Agreement:
1. neither of us grants the other the right to use its (or any of its Enterprise's) trademarks, trade names, or other designations in any promotion or
publication without prior written consent;
2. all information exchanged is non confidential. If either of us requires the exchange of confidential information, it will be made under a signed
confidentiality agreement;
3, each is free to enter into similar agreements with others;
4. ' each grants the other only the licenses and rights specified. No other licenses or rights (including licenses or rights under patents) are granted;
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01 Agreement for Service
Acquired from an IBM Business Partner
5. each may communicate with the other by electronic means and such communication is acceptable as a signed writing to the extent permissible under
applicable law. An identification code (called a "user ID ") contained in an electronic document is sufficient to verify the sender's identity and the
document's authenticity;
6. each will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations;
7. neither of vs will bring a legal action more than two years after the cause of action arose unless otherwise provided by local law without the possibility
of contractual waiver or limitation; and
8. neither of us is responsible for failure to fulfill any obligations due to causes beyond its control.
1.7 - Your Other Responsibilities
You agree:
1. not to assign, or otherwise transfer, this Agreement or your rights under this Agreement, delegate your obligations, or resell any Service, without our
prior written consent. Any attempt to do so is void;
2. that you are responsible for the results obtained from use of the Services; and
3. to provide us with sufficient, free, and safe access to your facilities for us to fulfill our obligations.
1.8 - Agreement Termination
You may terminate this Agreement on written notice to your IBM Business Partner and to us following the expiration of termination of your obligations.
Either of us may terminate this Agreement on written notice to the other and to your IBM Business Partner, if the other does not comply with any of its terms.
Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to both of our
respective successors and assignees.
1.9 - Geographic Scope
All your rights and all our obligations are valid only in the United Stated and Puerto Rico, except that all licenses to Materials are valid as specifically
granted.
1.10 - Governing Law
The laws of the State of New York govern this Agreement. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or
limited by contract.
Part 2 - Warranty Terms
2.1 Warranty for IBM Services
For each IBM Service, we warrant that we perform it:
1. using reasonable care and skill; and
2. according to its current description (including any completion criteria) contained in this Agreement, an Attachment, or a Transaction Document.
2.2 - Extent of Warranty
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS, FOR A
PARTICULAR PURPOSE.
2.3 - Items Not Covered by Warranty
We do not warrant uninterrupted or error -free operation of any deliverable or Service.
Unless we specify otherwise, we provide Materials and non -IBM Services WITHOUT WARRANTIES OF ANY KIND.
Part 3 - Services
3.1 - IBM Services
Services may be either standard offerings or customized to your specific requirements. Each Service transaction may include one or more Services that
1. expire at task completion or an agreed upon date;
2. automatically renew as another transaction with a specified contract period. Renewals will continue until either of us terminates the Service; or
3. do not expire and are available for your use until either of us Terminate the Service.
3.2 - Personnel
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Agreement for Service
Acquired from an IBM Business Partner
Each of us will be responsible for the supervision, direction, and control of our respective personnel.
We reserve the right to determine the assignment of our personnel.
We may subcontract a Service, or any part of it, to subcontractors selected by us.
3.3 - Materials Ownership and License We will specify Materials to be delivered to you. We or third parties have all right, title, and interest (including
ownership of copyright) in Materials created during the Service performance period or otherwise (such as those that preexist the Service). We will deliver
one copy of the specified Materials to you. We grant you an irrevocable, nonexclusive, worldwide, paid -up license to use, execute, reproduce, display,
perform, and distribute, within your Enterprise only, copies of these Materials.
You agree to reproduce the copyright notice and any other legend of ownership on any copies made under the license granted in this Section.
Any idea, concept, know -how, or technique which relates to the subject matter of a Service and is developed or provided by either of us, or jointly by both
of us, in the performance or a Service may (subject to applicable patents and copyrights) be freely used by either of us.
3.4 - Changes to Service Terms
We may change the terms of Services that are renewable or non - expiring by giving you three months' written notice. However, these changes are not
retroactive. They apply immediately to renewal transactions and as of the effective date we specify in the notice to all existing transactions. If we make a
change to the terms of a renewable Service that 1) affects your current contract period and 2) you consider unfavorable, at the request of your IBM Business
Partner, we will defer it until the end of that contract period.
When both of us agree to change any Services statement of work other than as described above, *we will prepare a written description of the agreed
change * (called a "Change Authorization "), which both of us must sign. The terms of a Change Authorization prevail over those of the statement of work
and any of its previous Change Authorizations.
3.5 - Renewal
Renewable Services renew automatically for a same length contract period unless either of us provides written notification (at least one month prior to the
end of the current contract period) to the other and to your IBM Business Partner of their intent not to renew.
3.6 - Termination and Withdrawal
Either of us may terminate a Service if the other does not meet its obligations concerning the Service.
You may terminate a Service transaction on one month's written notice to us and to your IBM Business Partner.*
We• may withdraw a renewable or non - expiring Service or support for an eligible product on three months' written notice to you. If we withdraw a Service
for which you have prepaid and we have not yet fully provided it to you, your IBM Business Partner will give you a prorated refund.
Any terms which by their nature extend beyond termination or withdrawal remain in effect until fulfilled and apply to respective successors and assignees.
3.7 - Service for Machines
We provide certain types of repair and exchange Service either at your location or at a service center to keep Machines in, or restore them to, conformance
with their official published specifications. We may repair the failing Machine or exchange it at our discretion.
When the type of Service requires that you deliver the failing Machine to us, you agree to ship it suitably packaged (prepaid unless we specify otherwise)
to a location we designate. After we have repaired or exchanged the Machine, we will return it to you at our expense unless we specify otherwise. We are
responsible for loss of, or damage to, your Machine while it is 1) in our possession or 2) in transit in those cases where we are responsible for the
transportation charges.
You agree to:
1. obtain authorization from the owner to have us service a machine that you do not own; and
2. where applicable, before we provide service --
(a) follow the problem determination, problem analysis, and service request procedures that we provide,
(b) secure all programs, data, and funds contained in a machine, and
(c) inform your IBM Business Partner of changes in a Machine's location.
When Service involves the exchange of a Machine or part, the item we replace becomes our property and the replacement becomes yours. You represent
that all removed items are genuine and unaltered. The replacement may not be new, but will be in good working order and at least functionally equivalent
to the item replaced. The replacement assumes the warranty of Service status of the replaced item. Before we exchange a Machine or part, you agree to
remove all features, parts, options, alterations, and attachments not under our service. You also agree to ensure that the item is free of any legal obligations
or restrictions that prevent its exchange.
Any feature, conversion, or upgrade we service must be installed on a Machine which is 1) for certain Machines, the designated, serial- numbered Machine
and 2) at an engineering- change level compatible with the feature, conversion, or upgrade.
* Check with your IBM Business Partner to determine if you will incur an additional charge for this.
Z125- 5774 -00 02/98 (MK002) contract A00WNF (prepared 10/28/04 21:57) Page 4 of 5
== = Agreement for Service
Acquired from an IBM Business Partner
Repair and exchange Services do not cover.
1. accessories, supply items, and certain parts, such as batteries, frames, and covers;
2. Machines damaged by misuse, accident, modification, unsuitable physical or operating environment, or improper maintenance by you;
3. Machines with removed or altered Machine or parts identification labels;
4. failures caused by a product for which we are not responsible; or
5. service of Machine alterations.
We manage and install engineering changes that apply to IBM Machines and may also perform preventive maintenance.
We provide maintenance Services for selected non -IBM Machines.
When you request maintenance Services under this Agreement, your IBM Business Partner will inform you of the date on which maintenance Services
will begin. We may inspect the Machine within one month following that date. If the Machine is not in an acceptable condition for service, you may have
us restore it, *Alternatively, you may withdraw your request for maintenance Services.
* Check with your IBM Business Partner to determine if you will incur an additional charge for this.
Z125- 5774 -00 02/98 (MK002) contract A00WNF (prepared 10128/0421:57)
Page 5of5
' Services Agreement
TY
Project Description
HTE VAR, L.L.C. is a Vertical VAR Company and is wholly owned by Vertical VAR, LLC and it's employees.
Vertical VAR, L.L.C. (We) agree to provide Services described in a Statement of Work below or in an Attachment to our
Customer (You) under the terms of this Agreement. You are responsible for project management and for any results achieved,
unless specified otherwise in the Statement of Work. We do not provide Services under the terms of your purchase order.
Services are provided and billed either on an hourly ( "Hourly Services ") or on a fixed -price ( "Fixed -Price Services ") basis.
For Hourly Services, the Statement of Work specifies the hourly rate, the estimated hours and estimated expenses required to
complete the project. This estimate is not a fixed -price commitment. Charges will equal the actual hours worked times the
hourly rate, plus actual expenses and applicable sales taxes.
For Fixed -Price Services, the Statement of Work specifies the fixed -price and estimated expenses. This expense estimate is
not a fixed -price commitment. Charges will equal the fixed -price plus actual expenses and applicable sales taxes.
Project Name: New i5 Installation and SunGard HTE Application Migration
❑ Hourly Services: Hours x $175.00 per Hour = Estimated Total Charges
OR
® Fixed -Price Services: $5,500.00 Invoiced Upon Product Start
Estimated Expenses: $1,000.00 Travel & Living and $0.00 Other Expenses
Estimated Start Date:1211 /04 End Date:12 /31104
Services: Install new i5 server and assist with the migration of SunGard HTE applications and data to new
This Project Description, the Statement of Work and the Additional Terms on page 2 form our complete agreement (the
"Agreement') regarding these Services and replace any
prior oral or written communication between us. By signing below, both
of us agree to these terms.
Agreed to: (Customer legal name & address)
Agreed to:
City of South Miami
HTE VAR, LLC.
6130 Sunset Dr.
3168 Mercer University Dr.
South Miami, FL 33143
Suite 100
Atlanta, GA 30341
By:
Authorized Signature
Name (print):
Title:
Date:
Revised 12 -12 -00
Authorized Signature
Name
Date:
Agreement Number:20041029BB
Venue: This agreement shall have been deemed to have been executed within the State of
Florida. The validity, construction, and effect of this Agreement shall be governed by the laws of
the State of Florida. Any claim, objection or dispute arising out of this Agreement shall be
litigated in Dade County, Florida.
Agreed to: Agreed to:
City of South Miami International Business Machines Corporation
By: By:
Authorized Signature Authorized Signature
Name (type or print) Name (type or print)
Date: Date:
KrEVAR Services Agreement
Additional Terms
Billing
For Hourly Services, the minimum billing increment is fifteen (15) minutes. However, there will be a one -hour minimum for each day in which
Services are provided on -site and a fifteen (15) minute minimum for each day in which Services are provided by telephone. We may
increase our hourly billing rate and minimums by giving you three (3) months' written notice.
Hourly Services are invoiced weekly as the work progresses. Fixed -Price Services are invoiced as specified in the Statement of Work.
Travel and other expenses are invoiced weekly and will comply with Florida statutes and guidelines for expenses.
Charges for Services and expenses are due within 30 days from the invoice date. Amounts past due are subject to a late payment charge of
1.0% per month. You agree to pay accordingly.
You agree to pay applicable sales taxes or supply exemption documentation.
Project Completion and/or Termination
Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize
additional hours or an extension of the end date. In the event that additional hours are not authorized for incomplete project which is
provided on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed -Price Services will end when the tasks
described in the Statement of Work are complete.
Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement,
including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical.
You agree to pay for all Services we provide, all materials (including programs, program listings, documentation, reports or other similar
works of authorship) we deliver and all expenses we incur through the project's termination, including charges we incur in terminating
subcontracts.
Customer Obligation
You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also
provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the
Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete, or when we have provided the
estimated number of hours of Services for Hourly Services (unless additional hours are authorized), whichever comes first.
Subcontractors
We have the right subcontract any part of the Services to a third parry as we deem appropriate, provided that we will remain ultimately
responsible for the Services, subject to the terms of this Agreement.
Changes to Statements of Work
The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization
will prevail over those of the Project Description, the Statement of Work and any previous Change Authorizations.
Warranty
We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry. WE DO NOT
PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant
uninterrupted or error free operation of any Service.
Limitation of Liability
In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim
damages from us, we are liable only for an amount no greater than the sum of all payments you have made to us. This limit also applies to
liabilities of any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible. Under no
circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or
2) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their
possibility.
Disputes
The laws of the State of Florida govern this Agreement. Any controversy or claim rising out of or relating to this Agreement, or the breach of
this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association at a hearing in Miami,
Florida. A judgment of a court having jurisdiction may be entered upon the arbitrator's award. The City of South Miami does not waive
sovereign immunity except to the extent provided for under this contract or for an award of prejudgment interest; provided, however, that in
any action arising out of or to enforce this contract, the prevailing party shall be entitled to its reasonable attorney's fees and costs.
Relation with HTE, Inc.
HTE VAR and HTE, Inc. a Florida corporation, are independent contractors. Neither party is the agent of the other. Neither party is
authorized to make any representations or create any obligation or liability on behalf of the other party.
Revised 9 -13 -00 2
Services Agreement
VA
Acknowledgement of Completion of Services
Customer hereby acknowledges that the Services required to be provided under Services Agreement No. have
been Completed, and such Services are hereby accepted.
[name of Customer]
By:
Name:
Title:
Date:
Revised 9 -13 -00
3
FIRST ADDENDUM TO I.T. SERVICES AGREEMENT
THIS FIRST ADDENDUM to the I.T. Services Agreement between the
City of South Miami ( "city ") and HTE VAR, LLC.; the Term Lease Supplement
and Certificate of Acceptance between the city and IBM Credit, LLC.; the Term
Lease Master Agreement between the city and IBM Credit Corporation; the
Agreement for Service Acquired from an IBM Business Partner and Statement of
Work for Services Acquired from an IBM Business Partner and the city and
International Business Machines Corporation (collectively "consultants ").
WHEREAS, the purpose of this first addendum to the agreements is to
supplement and revise the terms of the proposed agreements by consultants, which
are attached as composite exhibit 1 (HTE VAR, LLC.; IBM Credit, LLC; IBM
Credit Corporation; and International Business Machines Corporation).
NOW THEREFORE, in consideration of the sum of $10.00, the mutual
promises and covenants contained in this first addendum, and for other good and
valuable consideration, the receipt and legal sufficiency of which is acknowledged
by both parties, the parties agree as follows:
L WHEREAS CLAUSES
1.1 The above whereas clauses are incorporated and made a part
of this first addendum to the agreements which agreements are attached as
composite exhibit 1.
2. ENTIRE AGREEMENT
2.1 This addendum to the agreements which are attached as
composite exhibit 1, when signed by all of the parties constitutes the full and
complete understanding and contradiction of its express terms. This addendum
and the incorporated attachments constitute the entire understanding between the
parties and integrates by its terms and all previous contracts or understandings,
oral or written, between the parties. In the event of any conflict, the terms of this
addendum will govern over the provisions of any incorporated documents. Below
is listed the sections of the agreements which are being revised, and, or
supplemented by this first addendum:
Page 1 of 6
Consultants
3. WARRANTY
3.1 Consultants will meet the requirements of the warranties
found at http: / /www.ibm.com/support/warranties /us /.
4. TRAVEL EXPENSES
4.1 Travel expenses are authorized to the extent and in an amount
authorized under Florida law.
5. SOVEREIGN IMMUNITY AND ATTORNEY'S FEES
5.1 The city does not waive sovereign immunity for any claim for
breach of contract or for an award of prejudgment interest; provided, however, that
in any action arising out of or to enforce this contract, the prevailing party shall be
entitled to its reasonable attorney's fees and costs.
6. JURISDICTION AND VENUE
6.1 For the purposes of this first addendum, Florida law shall
govern the terms of this contract. Venue shall be in Miami -Dade County, Florida.
7. INTEREST PAYMENTS DUE TO LATE PAYMENT
7.1 The city shall make payment to consultants within 30 days of
receipt of the original written invoice and sufficient backup documentation and
acceptance of the work by the city. Interest shall accrue on unpaid invoices as
provided by Florida Statutes Section 218.74.
7.2 Consultants shall not be entitled to any carrying charges or
finance fees due to late payment by the city.
8. INSURANCE AND INDEMNIFICATION
8.1 The city shall not be held liable or responsible for any claims
which may result from acts, errors or omissions of the consultants or its
subcontractors, suppliers or laborers. In reviewing, approving or rejecting any
{ submissions or acts of the consultants, the city in no way assumes responsibility or
liability for the acts, errors or omissions of the consultants or subcontractors.
Page 2 of 6
VPB
Consultants
8.2 The consultants shall not commence work under this first
addendum until it has obtained all insurance required by the city. The consultants
shall defend, indemnify and hold the city harmless from any and all claims,
liability, losses, expenses and causes of action arising solely out of a negligent act,
error; or omission or misconduct of the consultants, or the consultants'
subcontractors, suppliers and laborers incident to the performance of the
consultants' services under this first addendum. The consultants shall pay all
claims, losses, fines, penalties, costs and expenses of any nature whatsoever
resulting from its intentional misconduct or negligence.
8.3 The consultants shall maintain during the term of this first
addendum the following insurance:
A. Comprehensive general liability insurance with broad form
endorsement, including automobile liability, completed operations and
products liability, contractual liability, severability of interest with
cross liability provision, and personal injury and property damage
liability with limits of $1,000,000.00 combined single limit per
occurrence for bodily injury and property damage. The policy or
policies shall name the city as additional insured and shall reflect the
hold harmless provision contained herein.
B. Workers' Compensation Insurance in compliance with Chapter
440, Florida Statutes, as presently written or hereafter amended.
C. The policies shall contain waiver of subrogation against the city
where applicable and shall expressly provide that the policy or policies
are primary over any other insurance that the city may have. The city
reserves the right to request a copy of the required policies for review.
All policies shall contain a " severability of interest" or "cross liability"
clause without obligation for premium payment of the city.
D. All of the insurance is to be placed with Best rated A -8 or better
insurance companies qualified to do business under the laws of the
State of Florida.
8.4 The consultants shall furnish certificates of insurance to the city
prior to the commencement of operations. The certificates shall clearly indicate that
Page 3 of 6
VPB
Consultants
the consultants have obtained insurance in the type, amount, and classification as
required for strict compliance with this section and that no reduction in limits by
endorsement during the policy term, or cancellation of this insurance shall be
effective without 30 days prior written notice to the city.
8.5 Compliance with the foregoing requirements shall not relieve
the consultants of its liability and obligations under this first addendum.
9. SEVERABILITY
9.1 Should any section or any part of any section of this first
addendum be rendered void, invalid or unenforceable by any court of law, for any
reason, the determination shall not render void, invalid or unenforceable any other
section or part of any section of this first addendum.
10. NOTICES
10.1 All notices given or required under this first addendum shall
be deemed sufficient if sent by certified mail, return receipt requested, to the
addresses of the consultants and to the city specified in this first addendum, unless
either party shall specify to the other party a different address for the giving of the
notices, as identified in section 11 below.
11. CONTRACTING OFFICER REPRESENTATION
11.1 For the purposes of this first addendum, the contracting
officers are as follows:
To the city: The City of South Miami
6130 Sunset Drive
South Miami, Florida 33143
Attention: Maria Davis, City Manager
To consultants:
HTE VAR, LLC.
3168 Mercer University Drive
Suite 100
Atlanta, Georgia 30341
Attention:
Page 4 of 6
MUM
Consultants
IBM Credit, LLC.
One North Castle Drive
Armonk, New York 10504
Attention: Thomas Langan
IBM Credit Corporation
One North Castle Drive
Armonk, New York 10504
Attention: Thomas Langan
International Business Machines Corporation
800 N. Frederick Avenue
Gaithersburg, Maryland 20878
Attention:
11.2 An individual or delegated committee will be designated to
represent the city in all matters pertaining to the work as it progresses.
Interference by unauthorized individuals must be controlled so as no to impede the
smooth progress of the work. Consultants shall review all work to be
accomplished with project representative to preclude misunderstandings.
12. EXAMINATION AND RETENTION OF CONTRACTOR'S
RECORDS
12.1 The city, or any of their duly authorized representatives, shall,
until 3 years after final payment under this first addendum, have access to and the
right to examine any of the consultants' books, ledgers, documents, papers, or
other records involving transactions related to this first addendum for the purpose
of making audit, examination, excerpts, and transcriptions.
12.2 The right to access and examination of records in subsection
12.1 shall continue until disposition of any mediation, claims, litigation or appeals.
13. WARRANTY OF AUTHORITY
13.1 The signatories to this first addendum warrant that they are
duly authorized by action of their respective city commission, board of directors or
other authorized entity to execute this first addendum and to bind the parties to the
promises, terms, conditions and warranties contained in this first addendum.
Page 5 of 6
ME
Consultants
14. MISCELLANEOUS PROVISION
14.1 In the event a court must interpret any word or provision of
this first addendum, the word or provision shall not be construed against either
party by reason of drafting or negotiating this first addendum.
IN WITNESS WHEREOF, the parties to this first addendum, acting
through their duly authorized officers, have executed this first addendum to the
agreements attached as composite exhibit 1 as of the date first written above.
CITY OF SOUTH MIAMI, HTE VAR, LLC.
a municipal corporation of the
State of Florida
By By:
Maria Davis, ,
City Manager
IBM CREDIT, LLC.
By:
IBM CREDIT CORPORATION
By:
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By:
Page 6 of 6
VPB
Consultants
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250- 000 -03 -1 = IT Hardware
IT Hardware
250- 000 -03 -1
Effective: 08/01/2002 through 07/31/2005
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hap://vAvw.myflorida.com/st—contracts/25000003 1/ 11/24/2004
TO: Martin Barr, HTE VAR
FROM: Gene Zamoski, Information Technologies Director
DATE: August 20, 2003
SUBJECT: Implementation of new iSeries
Dear Martin,
City of Pompano Beach
Information Technologies Department
100 West Atlantic Blvd.
Pompano Beach, FL 33060
(954) 786 -4530 FAX (954) 786 -4532
I.T. MEMO NO. 66-03
Thank you and all the staff at HTE VAR, which has had a role in the implementation of our new iSeries.
It's been a pleasure working with you, from the initial stages of working on a configuration and proposal
to the delivery and implementation.
HTE VAR's knowledge of the iSeries and AS /400 hardware along with your understanding of the
operating system and our HTE applications has proved to be a winning combination for a successful
installation. The willingness of your implementation staff (Dean Bentle) to schedule an after hours
installation decreased our down time significantly most of our users have only been aware that the
system is faster.
The State of Florida pricing, I.B.M. discounts and price breaks from your company gave the City of
Pompano Beach exceptional deal that we could not pass up.
I would be happy to recommend your services to any SunGard HTE customer wishing to upgrade or
implement an iSeries.
Thanks again
CONTRACT
Page 1 of 2
CONTRACT
This Contract, effective the last date signed below, is by and between the State of Florida,
Department of Management Services ( "Department "), an agency of the State of Florida with
offices at 4050 Esplanade Way, Tallahassee, Florida 32399 -0950, and * * * * ** .. ( "Contractor ").
The Contractor responded to the Department's Invitation for Bid No. 52- 250 -000 -B for
Information Technology Hardware. The Department has determined to accept the Contractor's
bid and to enter into this Contract in accordance with the terms and conditions of the solicitation.
Accordingly, and in consideration of the mutual promises contained in the Contract
documents, the Department and the Contractor do hereby enter into this Contract, which is a
state term contract authorized by section 287.042(2)(a) of the Florida Statutes (2001).
Contractor is authorized to offer products in the following (sub)categories: * * * * *.
The term of the Contract is from the effective date to July 31, 2005. The Contract
consists of the following documents, which, in case of conflict, shall have priority in the order
listed, and which are hereby incorporated as if fully set forth:
Any written amendments to the Contract
This document
Technical inecificatimis
fir Instructions to Bidders
General Conditions
Any purchase order under the Contract
Contractor's bid
STATE OF FLORIDA,
DEPARTMENT OF MANAGEMENT SERVICES
Date
Approved as to form and legality by the Department General Counsel's Office:
[CONTRACTOR]
By:
Its:
Date
Date
IT Hardware Horn
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Technical Specifications
Technical Snecifcations
Page 1 of 7
Contents
2.01 Eligible Hardware
2.02 Eligible Brands
2.03 Additional Eligible Brands
2.04 Video Teleconferencing Systems and Video Bridging Equipment Specification
2.05 Standard Support Levels
2.06 Additional Support -Video Teleconferencing and Video Bridging Equipment
2.07 Refurbished and Remanufactured Product
2.01 Eligible Hardware: The Contract shall include hardware products grouped within the
following categories:
NV
Personal Computers
0 Thin Clients
Servers
Connectivity Devices
Uninterruptible Power Supplies and Surge Suppressors
Storage Devices
Printers
Videoconferencing Systems and Video Bridging Equipment
1W&
Firewalls
Hardware subcategories are identified below under `Eligible Brands" and on the bid tables.
In addition, during the term of the Contract, Contractors may offer hardware components
normally associated with the product category or subcategory they are authorized to offer,
provided (1) they shall do so at the same or greater percentage price discount offered for the
category or subcategory and (2) the product does not fall within another category or subcategory
that the Contractor is not authorized to offer. For example, a Contractor authorized to offer
Personal Computers may offer monitors, keyboards, mice, memory upgrades, pen plotters,
scanners, CD -ROM drives, data storage, CPU upgrades, digital cameras, handheld computers,
monitors, expansion cards, modems, speakers and other standard system components; the
Contractor shall not, however, offer printers, unless authorized to do so either as a direct bidder
under those categories or as a reseller certified by a direct bidder under those categories.
Contractors shall also offer at the same or greater percentage price discount, and either installed
or uninstalled at the Customer's option, software necessary or reasonably related to their
authorized hardware; for example, operating systems, productivity suites, communications, etc.
Contractors may also install preconfigured software loads provided by the Customer.
This additional hardware and software option is for the convenience and benefit of Customers
and Contractors. The intent of the option is to promote "one -stop shopping" for both basic and
enhanced systems. The Department reserves the right to prohibit the sale of any and all
additional products if the Department determines, in its sole discretion, that a Contractor is
abusing the option to circumvent Contract pricing or to offer products it is not authorized to
offer. In any "bundled deal," Customers are encouraged to review pricing carefully, to purchase
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Technical Specifications
Page 2 of 7
products that meet their needs at the lowest net delivered costs, and to report any problems to the
Contract Specialist.
The Department reserves the right to increase or decrease the number of authorized hardware
categories and subcategories as markets change and new technologies emerge.
2.02 Eligible Brands: Only the following brands shall be eligible for bid within each category
and subcategory, unless a bidder satisfies the criteria outlined below under paragraph 2.03,
"additional eligible brands." Particular products within each brand are identified on the bid
tables included in section 4.0 of these solicitation documents; bidders may offer those products
most closely associated with the identified products as of the date bids are due.
�o, Personal Computers
• Desktop PCs: Acer, Compaq, Dell, Fujitsu/Siemens, Gateway, Hewlett-
Packard, IBM, Micron, and NEC
• Portable PCs: Acer, Compaq, Dell, Fujitsu/Siemens, Gateway, Hewlett-
Packard, IBM, NEC, and Toshiba
• Workstations: Compaq, Dell, Fujitsu /Siemens, Hewlett- Packard, IBM, and
SGI
• PC Servers: Compaq, Dell, Fujitsu/Siemens, Gateway, Hewlett- Packard,
IBM, and NEC
• Thin Clients: Acer, Boundless Technology, Cedar Systems, Compaq, IBM,
Neoware, Netier and Network Computing Devices
Servers
• Enterprise Servers: Compaq, Fujitsu/Siemens, Hewlett- Packard, IBM, NCR,
Sun, and Unisys
• Midrange Servers: Bull, Compaq, Fujitsu/Siemens, Hewlett- Packard, IBM,
and Sun
• Entry -Level Servers: Bull, Compaq, Fujitsu/Siemens, Hewlett- Packard,
IBM, and Sun
• Server Appliance for Internet Applications: CacheFlow, Compaq, Dell,
Hewlett- Packard, IBM, NETmachines, Network Appliance and Sun
Connectivity Devices
• Network Routers: 3Com, Alcatel, Cisco, Enterasys, Erricsson, Juniper,
Lucent, Netgear, and Nortel
• Network Switches: 3Com, Alcatel, Avaya, Cisco, D -Link, Enterasys,
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Technical Specifications
Page 3 of 7
Extreme Networks, Foundry Networks, Hewlett- Packard, Marconi, Netgear,
Nortel, and SMC
Uninterruptible Power Supplies and Surge Suppressors: American Power
Conversion, Best Power, Exide Electronics Group, IntelliPower, and TrippLite
Storage Devices
• Disk Array Compaq, EMC, Fujitsu/Siemens, Hewlett- Packard, Hitachi,
IBM, LSI, Storage Technology, and Sun
• Optical: FileNET, Hewlett- Packard, Plasmon LMS and Maxoptic
• Tape Products: ADIC, Benchmark, Compaq, Dell, Ecrix, Exabyte, Hewlett-
Packard, IBM, Overland Data, Quantum/ATL, Seagate, Sony, Storage
Technology, Sun, and Tandberg
Printers
• Production Printers: Canon, Heidelburg, IBM, OCE, Xeikon, and Xerox
• Workgroup Printers: Canon, Hewlett- Packard, IBM, Lexmark, Minolta -
QMS, OCE, Oki Data, Ricoh, Sharp, and Xerox
Videoconferencing Systems and Video Bridling Equipment: NEC, PictureTel,
Polycom, Sony, Tandberg, WON and VTEL
Firewalls: Atipa, Axent Technologies, BorderWare Technologies, CyberGuard,
Equant Integration Services, eSoft, Freemont Avenue Software, IBM, InfoExpress,
Internet Appliance, Livermore Software Laboratories, Netscreen Technologies,
NetWolves, PGP Security, Solsoft, SonicWall, Symantec, Tiny Software,
WatchGuard Technologies, Zone Labs and Zyan Communications.
2.03 Additional Eligible Brands: In addition to the foregoing brands, the Department will
consider other manufacturers' brands. To be eligible for consideration, a bidder must
conclusively demonstrate, by documentation submitted with its bid in the manner and time
described in the Instructions to Bidders, either (1) for all categories except Video
Teleconferencing, that the brand offers products comparable to those identified and that it
satisfies the criteria for "other" brands specified on the bid table for that particular category (for
example, a minimum installed base, greater percentage of market share, etc.), or (2) for Video
Teleconferencing Systems and Video Bridging Equipment, that the brand complies with the
following specification (section 2.04).
2.04 Video Teleconferencing Systems and Video Bridging Equipment Specification
Standard Protocols
International Telecommunication Union - Telecommunication Standardization Sector (ITU -T)
H.221 Frame structure for a 64 to 1920 kbit/s channel in audiovisual teleservices
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Technical Specifications
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H.224
Areal time control protocol for simplex applications using the H.221
LSD /HSD /MLP channels
H.230
Frame- synchronous control and indication signals for audiovisual systems
H.231
Multipoint control units for audiovisual systems using digital channels up
to 1920 kbit /s
H.242
System for establishing communication between audiovisual terminals
using digital channels up to 2 Mbit /s
H.243
Procedures for establishing communication between three or more
audiovisual terminals using digital channels up to 1920 kbit /s
H.261
Video CODEC for audiovisual services at p x 64 kbit/s
H.263
Video coding for low bit rate communication
H.281
A far end camera control protocol for videoconferences using H.224
H.320
Narrow -band visual telephone systems and terminal equipment
H.323
Packet -based multimedia communications systems
G.711
Pulse code modulation (PCM) of voice frequencies
G.722
7 kHz audio- coding within 64 kbit/s
G.728
Coding of speech at 16 kbit/s using low -delay code excited linear
prediction
T.120
Data protocols for multimedia conferencing
Copies may be obtained from:
International Telecommunication Union
List of ITU -T Recommendations
\v\r\i'.ltu. l nt /publ icatlons
In systems where equipment of different manufacturers is proposed, the Contractor is responsible
for insuring the compatibility of the equipment to be purchased, including any required tests or
demonstrations.
The teleconferencing equipment covered by this specification shall be supplied with all
necessary software and AC power cord. The Contractor shall provide the Customer with any
assistance required in selecting the necessary equipment, options, and accessories needed to
configure teleconference systems meeting user needs.
CODEC
Diagnostics: All CODEC's shall include diagnostics for local use. Specific diagnostics must be
listed that are available either remotely or locally.
Software Updates: As a part of the warranty in the first year and under any maintenance
agreement thereafter, software updates for CODEC's purchased under this specification shall be
updated, at no cost to the Customer, in a timely manner to adhere to new standards when they are
incorporated by the Contractor.
Auto - Answer: The CODEC shall be capable of engaging in a videoconference automatically
when called or connected.
Transmission Data Rates /Standards: The CODEC shall be capable of supporting ITU -T
standards H.320 or H.323 or both (i.e., dual compliant). An H.320 compliant CODEC shall be
capable of full duplex, color video and integrated audio for transmission across industry standard
telephone facilities (T -1 and ISDN) with transmission rates of at least 112 Kbps. An H.323
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__
Technical Specifications Page 5 of 7
compliant CODEC shall be capable of full duplex, color video and integrated audio transmission
across LAN /WAN facilities at transmission rates of at least 128 Kbps.
CODEC Video: The CODEC shall have picture resolution of no less than 352 x 288 pixels at full
CIF (FCIF), and shall support picture -in- picture or windowing. The CODEC shall be capable of
being connected to a video bridge for multi -room conferences.
CODEC Audio: The CODEC audio system shall:
be full duplex, have active echo cancellation, and be simple to tune for a particular
room;
be compatible with other video conferencing systems;
allow normal conversation between rooms as if the users were in the same location;
allow users to talk from both ends at the same time, with interruptions to either party,
without clipping, distortion, or loss of contents;
have privacy or mute function capability from the system control unit;
0, support the requirement of a bridge or virtual bridge for multi -room conferencing;
provide for "Lip Sync" between the video and audio and allow volume adjustments
from the CODEC control unit; and
contain the audio amplifiers, echo canceller, and combiner either internal to the
CODEC or by the use of external equipment, as well as the control switching
functions for both audio and video.
Video Bridging Equipment
General: The video bridging equipment covered by this specification shall be supplied with all
necessary hardware, software, and cables needed to connect to the network and AC power. The
video bridge shall be configured according to the Customer's requirements at the time of order.
Minimum Reauirements
Video Compression Algorithms: Video bridges shall be capable of integrating signals from ITU -
T H.320 and/or H.323 compliant CODECs and support ITU -T H.231 (Multipoint control units
for audiovisual systems using digital channels up to 1920 kbit/s); and be able to link at least three
(3) H.320 and/or H.323 CODECs. Video bridges shall also be compatible with ITU -T H243
(Procedures for establishing communication between three or more audiovisual terminals using
digital channels up to 1920 kbit/s) for control procedures between H.231 video bridges and
H.320/H.323 CODECs.
Cascading: All ITU -T H.320 video bridges shall accept a minimum of three simple video bridge
cascades.
Switching: All video bridges shall support ITU -T H.243 (Procedures for establishing
communication between three or more audiovisual terminals using digital channels up to 1920
kbit/s) voice activated switching (sites are viewed as participants speak), and shall have chair
person controlled video switching (facilitators at sites select site to view).
Reservation and Diagnostics: The video bridge shall provide conference reservation features,
either by built -in software or by communication with an outside reservation system. The
reservation feature shall provide advanced scheduling capabilities with automatic dial up and/or
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Technical Specifications Page 6 of 7
manual dial -in of conference sites, and ad hoc conferencing configurations. Additionally,
operational control and monitoring of multipoint conferences shall be included and shall provide
complete analysis and control of all conferences.
Audio Compression Algorithms: Video bridges must support at least the following ITU -T audio
coding schemes: G.711, G.722 and G.728.
2.05 Standard Support Levels: Contractors shall provide the following levels of support under
the Contract:
Inside delivery, with buyer set -up and installation
Standard manufacturer's warranty
't 10 -dav monev hack guarantee. return to Contractor. with no shinnina charges or
restocking fee or comparable charges
Optional Support that may be offered on particular purchases:
Contractor set -up and installation
Warranty upgrade (to 5 -year maximum). Warranty upgrade may be purchased at
time of system purchase or during the warranty period
Warranty service response upgrade, e.g.; maximum 4 -hour response and /or 8 -hour
response
Optional support levels resulting in increased cost to Customers shall be clearly and separately
identified on the Contractor's authorized product and price list. Integrated components shall
carry the same support level and warranty provisions as the system (by way of non - exclusive
example, monitors, keyboards, mouse and trackball, expansion boards, network interface cards,
internal modems, and multimedia). Customers shall not be required to purchase maintenance
from Contractor and may enter into separate agreements for maintenance and support with
persons other than Contractor.
2.06 Additional Support -Video Teleconferencing and Video Bridging Equipment
In addition to the Standard Support Levels referenced above, the following minimum Customer
training is required. The cost of this training shall be included in the purchase price of the
equipment.
Video Teleconferencing Equipment:
When requested by the Customer, the Contractor shall provide on -site training in the
use of the new equipment at each of the Customer's videoconference rooms.
Training shall include all aspects of equipment operation, including basic problem
identification, and shall include operating instructions and system documentation.
Training sessions shall be at least one hour in length, and may be consolidated with
the Customer's approval for multiple systems delivered to the same location, e.g., a
building or campus. Training dates and times shall be coordinated with the
Customer.
at Video Bridging Equipment:
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Technical Specifications
Page 7 of 7
When requested by the Customer, and for each video bridging equipment package
purchased, the Contractor shall provide on -site technical and operational training for
at least one system administrator. The training session shall be at least four hours in
length. Training shall include all required instruction manuals, technical documents,
and software, and shall cover all aspects of the programming and operation of the
equipment. This training may also be supplemented by user training at the
Contractor's facilities. Training dates and times shall be coordinated with the
Customer,
2.07 Refurbished and Remanufactured Product: The State encourages recycling and
conservation of resources. Toward this end, a Contractor may offer refurbished and
rmanufactured product and product with refurbished and remanufactured components.
"Refurbished" means the product or component has been cleaned, resurfaced, re- engineered, and
returned to its original level of operation. "Remanufactured" means the product or component
has been repaired or upgraded by incorporating used equipment, parts, or systems from
elsewhere. A CONTRACTOR SHALL CONSPICUOUSLY IDENTIFY ANY
REFURBISHED OR REMANUFACTURED PRODUCT OR COMPONENTS OFFERED
UNDER THE CONTRACT. Any such product shall be completely tested by the Contractor
and ready for installation, and shall be covered by the standard support levels specified in
sections 2.05 and 2.06. Customers should consider that lowest price does not always equate with
best value. Customers should consider the technical merits of used vs. new product, and should
weigh the merits against the capital and operational costs for the product's expected life cycle.
Unless a purchase order expressly specifies refurbished or remanufactured product or
components, the Contractor shall furnish new product only.
T Hardware Home
http://www.myflorida.com/st—contracts/25000003 I/Technical`/`2OSpecifications.htm 11/24/2004
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i
CERTIFICATE OF ACCEPTANCE Page 2 of 2
_
Credit LLC
Customer Number: 1785876
Address IBM Office Address Agreement Number: COSMICC
6130 SUNSET DR ONE NORTH CASTLE DR Supplement No: DOOB96951
MIAMI FL 33143 -5040 ARMONK , NY 10504
ATTN: THOMAS LANGAN
Customer Reference:
Summary Supplement No:
Location Leased /Financed Item Plant Order Contract Serial No. Manufacturer's Serial No.
Customer Type Model or MES No. Description
Supplier Invoice Information (Invoices May Be Attached)
Supplier Invoice Number Invoice Date Invoice Amount
1.
2.
3.
4.
5.
6.
TOTAL 0.00
Z125. 5137 -13 (03/03)
A" Services Agreement
Project Description
HTE VAR, L.L.C. is a Vertical VAR Company and is wholly owned by Vertical VAR, LLC and it's employees
Vertical VAR, L.L.C. (We) agree to provide Services described in a Statement of Work below or in an Attachment to our
Customer (You) under the terms of this Agreement. You are responsible for project management and for any results achieved,
unless specified otherwise in the Statement of Work. We do not provide Services under the terms of your purchase order.
Services are provided and billed either on an hourly ( "Hourly Services ") or on a fixed- price ( "Fixed -Price Services ") basis.
For Hourly Services, the Statement of Work specifies the hourly rate, the estimated hours and estimated expenses required to
complete the project. This estimate is not a fixed -price commitment. Charges will equal the actual hours worked times the
hourly rate, plus actual expenses and applicable sales taxes.
For Fixed -Price Services, the Statement of Work specifies the fixed -price and estimated expenses. This expense estimate is
not a fixed -price commitment. Charges will equal the fixed -price plus actual expenses and applicable sales taxes.
Statement of Work
Project Name: New i5 Installation and SunGard HTE Application Migration
❑ Hourly Services: Hours x $175.00 per Hour = Estimated Total Charges
OR
® Fixed -Price Services: $5,500.00 Invoiced Upon Product Start
Estimated Expenses: $1,000.00 Travel & Living and $0.00 Other Expenses
Estimated Start Date:12 /1104 End Date: 12/31/04
Services: Install new i5 server and assist with the migration of SunGard HTE applications and data to new server.
This Project Description, the Statement of Work and the Additional Terms on page 2 form our complete agreement (the
"Agreement ") regarding these Services and replace any prior oral or written communication between us. By signing below, both
of us agree to these terms.
Agreed to: (Customer legal name & address)
Agreed to:
City of South Miami
HTE VAR, LLC.
6130 Sunset Dr.
3168 Mercer University Dr.
South Miami, FL 33143
Suite 100
Atlanta, GA 30341
By:
Authorized Signature
Authorized Signature
Name (print):
Name (print):
Title:
Title:
Date:
Date:
Agreement Number.20041029BB
Revised 12 -12 -00
{f
tTE !!,R Services Agreement
Additional Terms
Billing
For Hourly Services, the minimum billing increment is fifteen (15) minutes. However, there will be a one -hour minimum for each day in which
Services are provided on -site and a fifteen (15) minute minimum for each day in which Services are provided by telephone. We may
increase our hourly billing rate and minimums by giving you three (3) months' written notice.
Hourly Services are invoiced weekly as the work progresses. Fixed -Price Services are invoiced as specified in the Statement of Work.
Travel and other expenses are invoiced weekly and will comply with Florida statutes and guidelines for expenses.
Charges for Services and expenses are due within 30 days from the invoice date. Amounts past due are subject to a late payment charge of
1.0% per month. You agree to pay accordingly.
You agree to pay applicable sales taxes or supply exemption documentation.
Project Completion and/or Termination
Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize
additional hours or an extension of the end date. In the event that additional hours are not authorized for incomplete project which is
provided on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed -Price Services will end when the tasks
described in the Statement of Work are complete.
Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement,
including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical.
You agree to pay for all Services we provide, all materials (including programs, program listings, documentation, reports or other similar
works of authorship) we deliver and all expenses we incur through the project's termination, including charges we incur in terminating
subcontracts.
Customer Obligation
You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also
provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the
Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete, or when we have provided the
estimated number of hours of Services for Hourly Services (unless additional hours are authorized), whichever comes first.
Subcontractors
We have the right subcontract any part of the Services to a third party as we deem appropriate, provided that we will remain ultimately
responsible for the Services, subject to the terms of this Agreement.
Changes to-Statements of Work
The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization
will prevail over those of the Project Description, the Statement of Work and any previous Change Authorizations.
Warranty
We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry. WE DO NOT
PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant
uninterrupted or error free operation of any Service.
Limitation of Liability
In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim
damages from us, we are liable only for an amount no greater than the sum of all payments you have made to us. This limit also applies to
liabilities of any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible. Under no
circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or
2) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their
possibility.
Disputes
The laws of the State of Florida govern this Agreement. Any controversy or claim rising out of or relating to this Agreement, or the breach of
this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association at a hearing in Miami,
Florida. A judgment of a court having jurisdiction may be entered upon the arbitrator's award. The City of South Miami does not waive
sovereign immunity except to the extent provided for under this contract or for an award of prejudgment interest; provided, however, that in
any action arising out of or to enforce this contract, the prevailing party shall be entitled to its reasonable attorney's fees and costs.
Relation with HTE, Inc.
HTE VAR and HTE, Inc. a Florida corporation, are independent contractors. Neither party is the agent of the other. Neither party is
authorized to make any representations or create any obligation or liability on behalf of the other party.
Revised 9 -13 -00
Services Agreement
"IkKAR
Acknowledgement of Completion of Services
Customer hereby acknowledges that the Services required to be provided under Services Agreement No.. have
been completed, and such Services are hereby accepted.
[name of Customer]
By:
Name:
Title:
Date:
Revised 9 -13 -00 3
Venue: This agreement shall have been deemed to have been executed within the State of
Florida. The validity, construction, and effect of this Agreement shall be governed by the laws of
the State of Florida. Any claim, objection or dispute arising out of this Agreement shall be
litigated in Dade County, Florida.
Agreed to: Agreed to:
City of South Miami International Business Machines Corporation
By: By:
Authorized Signature Authorized Signature
Name (type or print) Name (type or print)
Date: Dater
== = Statement of Work for Services
Acquired from an IBM Business Partner
ServiceSuite
1. Scope of Services
We will provide to you the Services described in this Statement of Work for the Machines we specify (called "Eligible Machines "). We will identify
the Eligible Machines, and the Services that apply to them, in a Schedule to this Statement of Work. The Schedule will also identify the Specified
Locations at which the Services will be provided. A Specified Location may be your entire information processing environment, or a portion thereof,
which may be resident at multiple sites or a single building.
This Statement of Work is designed to enable you to contract for a wide range of Services that apply for your Eligible Machines and the Programs
that run on those Machines. To allow for maximum flexibility enabling you to add Services as needed, basic terms regarding our relationship are
included as well as more specific terms that apply for Machine maintenance and Program support Services. The specific terms regarding Machine
maintenance and Program support Services apply only when you have contracted for an associated Machine maintenance Service or Program
support Service as specified in the Schedule.
These Services are available for Machines normally used for business, professional, or trade purposes, rather than personal, family, or household
purposes.
2. Contract Period
Start Date: 12 -01 -2004
End Date: 11 -30 -2007
Eligible Machines, Specified Locations, or new Services added to this Statement of Work following its Start Date will assume the remaining portion
of the existing contract period.
Renewal Contract Period (years): 3
We will renew the Services that apply for each Specified Location on the Contract Period End Date for the number of years (called the 'Renewal
Contract Period ") specified above.
Thereafter, we will automatically renew for the same length periods unless you notify us and your IBM Business Partner in advance of your desire
to change the length of the renewal. Either of us can select not to renew by providing written notification (at least one month prior to the end of the
current contract period) to the other and to your IBM Business Partner of their decision not to renew.
Each of us agrees that the complete agreement between us about this transaction consists of 1) this Statement of Work and its Schedules, 2) supplemental
terms referenced herein, and 3) the IBM Agreement for Services Acquired from an IBM Business Partner (or any equivalent agreement in effect between
us) identified below.
Agreed to:
City of South Miami
By
Name (type or print):
Date:
Authorized signature
Customer Company address:
6130 Sunset Drive
South Miami, FL 33143
Telephone number:
Billing Address:
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
Agreed to:
International Business Machines Corporation
By
Authorized signature
Name (type or print):
Date:
Statement of Work number: AOOWNF
Agreement number:
Customer number: TTDFOWNF
IBM Address:
800 N. FREDERICK AVENUE
GAITHERSBURG, MD 20878
After signing, please return a copy of this Attachment to the 'IBM address" shown above.
Z125- 5766 -14 8/2004 (MK076) contract AOOWNF (prepared 10/28/04 21:57) Page 1 of 3
3.
4.
5.
1
Your Responsibilities
You agree:
1. to provide your IBM Business Partner with an inventory in which you identify all Eligible Machines to be covered at each Specified Location.
All Eligible Machines of the same type at a Specified Location must be included in the coverage. You also agree to identify all Eligible Machines
for which we are to provide warranty service;
2. to notify your IBM Business Partner whenever you wish to add Eligible Machine types to an existing Specified Location or set up new Specified
Locations;
3. to return to IBM all defective CRUs (from covered Eligible Machines) within 30 days of your receipt of the replacement CRU. A "CRU" is a
Machine part which is designated as a Customer Replaceable Unit (e.g. keyboards, memory, or hard disk drives). IBM provides CRUs to you
for replacement by you;
4, to ensure that any access codes we provide to you are used only by those who are authorized to do so;
5. to provide your IBM Business Partner with information we request which is related to our provision of these Services to you and notify your IBM
Business Partner of any changes;
6. to allow International Business Machines Corporation and its subsidiaries to store and use your business contact information, including names,
business phone numbers, and business e-mail addresses, anywhere they do business. Such information will be processed and used in
connection with our business relationship, and may be provided to contractors acting on IBM's behalf, IBM Business Partners who promote,
market and support certain IBM products and services, and assignees of International Business Machines Corporation and its subsidiaries for
uses consistent with our business relationship;
7. to use any electronic diagnostic and service delivery facilities we provide to you only in support of Eligible Machines identified in the Schedule
to this Statement of Work;
8. that electronic access to our support centers and certain databases may require a separate network services agreement;*
9. to pay any communications charges associated with accessing these Services unless we specify otherwise;
10. to use the information obtained under these Services only for the support of the information processing requirements within your Enterprise;
and
11. that your acceptance of any software Services does not alter your responsibilities for Distributed System License Option licenses.
Whenever both of us agree to store repair parts at your Specified Location, you also agree:
1. to provide secure storage space for all parts stored at your Specified Location;
2. to provide IBM service technicians easy access to the secure storage space so that they may promptly store, Inspect, and remove the parts
whenever they deem necessary; and
3. that while in storage,
a. you are responsible for all loss or damage to the parts,
b. you will be separately charged for any parts that we find to be missing, used, or damaged, and
c. parts remain the property of IBM and will be subject to IBM parts control procedures and must be made available for return to IBM upon
our Request.
Mutual Responsibilities
If at any time either of us requests a review of the inventory count, each of us will cooperate in updating the last formal inventory.
Services Program License
The following terms apply to each Program we provide with a Service that is not otherwise accompanied by a license agreement.
We grant you a nonexclusive license to use the Program on the Eligible Machine we designate to assist us in problem determination or other
system support in conjunction with these Services.
If we do not supply a backup copy, you may make one copy of the Program for backup purposes provided you reproduce the copyright notice and
any other legend of ownership on the copy. The backup copy is subject to the same terms as the original. You may not 1) modify the Program's
machine readable instructions or data or merge them into another Program, 2) reverse assemble, reverse compile, or otherwise translate the
Program, 3) sublicense, assign, or transfer the license for the Program, or 4) distribute the Program to any third party. We provide the Program
WITHOUT WARRANTIES OF ANY KIND.
Your license terminates when 1) the Service terminates, is withdrawn or expires and is not renewed, 2) the Program is no longer needed to perform
the Service, or 3) the Eligible Machine which we designated for the Program is removed from productive use within your Enterprise.
We may terminate your license if you fail to comply with these terms.
Upon termination, you agree to destroy the Program and any backup copy you were given or made.
Automatic Inventory Increases
We will automatically increase the inventory count at a Specified Location whenever:
1. an 'Eligible IBM Machine is added to the inventory. If the Machine is under warranty when added, maintenance Services will commence at
warranty exit. If the Machine is not under warranty when added, maintenance Services will commence at the later of a) the date of installation
or b) the previous yearly anniversary of the start of the contract period. IBM Machines specifically excluded from coverage at contract period
start will remain outside the scope of this Statement of Work unless you request we add them during the contract period. However, all Eligible
IBM Machines added to your inventory during the contract period will be included in the inventory count and receive maintenance Services as
set out in this Section; or
2. an Eligible non -IBM Machine, of the same type as other non -IBM Machines already covered at that Specified Location, is added to the
inventory. If the Machine is under warranty when added, maintenance Services will commence at warranty exit. If the Machine is not under
warranty when added, maintenance Services will commence at the later of a) the date of installation or b) the previous yearly anniversary of
the start of the contract period.
Z125- 5766 -14 8/2004 (MK076)
contract AOOWNF (prepared 10/28/04 21:57)
Page 2 of 3
The maintenance Services that apply for these Machines will be the same as that which you are receiving for all other Eligible Machines of the same
type.
Newly installed IBM Machines of the same type for which you have already selected Warranty Service Upgrade will be added at date of actual
installation and will be covered at the same Warranty Service Upgrade support level.
7. Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. Your IBM Business Partner may impose an additional charge for some
actions, e.g., termination, or for our provision of some additional services, e.g., Service upgrades, additional Systems Administrators, additional
reports, or support for other Products. These actions or additional services are identified in this Statement of Work with an asterisk ( " *" ). Where you
see an asterisk, check with your IBM Business Partner to determine if you will incur an additional charge'. You will make payment directly to your
IBM Business Partner.
8. Termination
You have committed to continue Services for the entire contract period. However, you may terminate Services for an Eligible Machine, on notice
to us (copy to your IBM Business Partner), if you permanently remove it from productive use within your Enterprise. Otherwise, if you choose to
terminate Services and these are not being replaced by equivalent Services, you may do so by providing us one monthly written notice (copy to
your IBM Business Partner), after the Services have been covered under this Statement of Work for at least one year." ,
9. Satisfaction Guarantee
If, for any reason, you are not completely satisfied with a Service we provide to you under this Statement of Work, notify us in writing within one
month of the time you first become dissatisfied. We will try to resolve the problem to your satisfaction. If we are unable to do so, you will receive
a credit equal to the prorated charge for the Service for the period of time you were dissatisfied.
10. Maintenance Services
Maintenance of IBM Machines
We will provide Service for Machines, as described in our Agreement, for those Eligible IBM Machines specified in the Schedule.
11. Support Services
iSeries Software Services
IBM Software Maintenance for OS /400, i5 /OS and Selected Products
IBM will provide software maintenance support, as described below, for those Eligible Programs for which you are licensed and for which you order
this Service.
General:
1: IBM makes available to you the most current commercially available version, release or update to all of the Programs for which you acquire
support under this Service, should any be made available.
2. IBM provides you with assistance for your a) routine, short duration installation and usage (how -to) questions and b) code defect related
questions.
3. IBM provides assistance via telephone and, if available, electronic access, only to your information systems (IS) technical support personnel
during the normal business hours (IBM published prime shift hours) of your IBM support center. This assistance is not available to your end
users. IBM provides Severity 1 assistance 24 hours a day, every day of the year. Consult the IBM Software Support Guide, which may be
found at http://techsupport.services.ibm.com/guides/handbook.html for details. A 247 all severity option is available at extra charge.
4. In some instances, IBM may request that you allow it to remotely access your system to assist you in isolating the software problem cause.
You will remain responsible for adequately protecting your system and all data contained therein whenever we remotely access it with your
permission.
5. This Service does not include assistance for a) the design and development of applications, b) your use of Programs in other than their
specified operating environment, or c) failures caused by products for which IBM is not responsible under this Service.
Eligible Programs: Licensed programs for which this Service is available are listed at htti)7//www.ibm.com/services/sl/swmI or may be obtained
from your IBM marketing representative.
Software Maintenance After License Fee: The Software Maintenance After License fee is a one time charge to resume Software Maintenance
if you a) did not renew this Service prior to the end of the then current support period or b) terminated this Service. The new support period in such
an instance begins on the date that IBM accepts your order.
Z125- 5766 -14 8/2004 (MK076) contract A00WNF (prepared 10/28/04 21:57) Page 3 of 3
--_ = Agreement for Service
Acquired from an IBM Business Partner
Thank you for your business. We strive to provide you with high quality Services. If, at any time, you have any questions or problems, or are not completely
satisfied, please let us know. Our goal is to do our best for you.
IBM ( "we ") has signed agreements with certain organizations (called 'IBM Business Partners ") to promote, market, and support certain Services. Some IBM
Business Partners also fulfill these functions through other remarketers who are not IBM Business Partners. However, for purposes of brevity in this
Agreement, when we use the term IBM Business Partner we mean IBM Business Partners and their remarketers. When the Customer ( "you ") orders our
Services under this Agreement from an IBM Business Partner, we are responsible for providing the Services to you under the warranties and other terms
of this Agreement. We are not responsible for 1)the actions of IBM Business Partners, 2) any additional obligations they have to you, or 3) any products
or services that they supply to you under their agreements. IBM Business Partners establish the price and terms at which they market IBM Services. In
the event that your IBM Business Partner is no longer able to offer our Services, for any reason, we will so notify you in writing. You may continue to receive
our Services by instructing us to transfer administration of your Service to either (1) another IBM Business Partner of your choice (who may require you to
first execute one of their agreements) who is approved to offer you our Services, or (2) us and signing a separate IBM agreement for services.
This IBM Agreement for Services Acquired from an IBM Business Partner (called the "Agreement') governs the Services you acquire from an IBM Business
Partner and we perform.
Part 1 General
1.1 - Definitions
Enterprise is any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent. An Enterprise also includes the entities which
are mutually agreed -to in writing
Machine is a machine, its features, conversions, upgrades, elements, or accessories, or any combination of them. The term "Machine" includes an IBM
Machine and any non -IBM Machine (including other equipment) for which we may provide maintenance Services.
Materials are literary works or other works of authorship (such as programs, program listings, programming tools, documentation, reports, drawings, and
similar works) that we may deliver to you as part of a Service. The term "Materials" does not include licensed program products available under their own
license agreement
Service is performance of a task, provision of advice and counsel, assistance, or access to a resource (such as access to an information data base) we
make available to you.
PAGES 2 THROUGH 4 ARE ALSO PART OF THIS AGREEMENT. This Agreement and its applicable Attachments and Transaction Documents
are the complete agreement between us regarding these Services and replace any prior oral or written communications regarding these
Services. No machines or licensed program products are acquired under this Agreement. Such items are available only under the terms of 1)
the IBM Customer Agreement (or any equivalent agreement between us) or 2) the applicable third -party agreement. By signing below for our
respective Enterprises, each of us agrees to the terms of this Agreement. Once signed 1) any reproduction of this Agreement, an Attachment,
or Transaction Document made by reliable means (for example, photocopy or facsimile) is considered an original and 2) all Services you order
under this Agreement are subject to it.
Agreed to: Agreed to:
City of South Miami International Business Machines Corporation
By By
Authorized signature Authorized signature
Name (type or print): Name (type or print):
Date: Date:
Enterprise number: Agreement number:
Enterprise address: IBM Address:
6130 Sunset Drive 800 N. FREDERICK AVENUE
South Miami, FL 33143 GAITHERSBURG, MD 20878
After signing, please return a copy of this Agreement to the 'IBM address" shown above.
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°= Agreement for Service
Acquired from an IBM Business Partner
1.2 - Agreement Structure
Attachments
Some Services have terms in addition to those we specify in this 'Agreement. We provide the additional terms in documents called "Attachments ", which
are also part of this Agreement. Attachments will be signed by both of us if requested by either of us. Your IBM Business Partner makes the Attachments
available to you for signature:
Transaction Documents
For each business transaction, your IBM Business Partner will provide you with the appropriate "Transaction Documents" that confirm the specific details
of the transaction. Transaction Documents will be signed by both of us if requested by either of us. The following are examples of Transaction Documents,
with examples of the information they may contain:
1. statements of work (scope of Services, responsibilities, deliverables, completion criteria and estimated schedule or contract period); and
2. supplements and order forms (Service type ordered, and contract period).
Conflicting Terms
If there is a conflict among the terms in the various documents, those of an Attachment prevail over those of this Agreement. The terms of a Transaction
Document prevail over those of both of these documents.
Our Acceptance of Your Request for Service
A Service becomes subject to this Agreement when we accept your request for Service from your IBM Business Partner by:
1. providing you a transaction document, or
2. providing the Service.
Your Acceptance of Additional Terms
You accept the additional terms in an Attachment or Transaction Document by doing any of the following:
1. signing the Attachment or Transaction Document
2. using the Service, or allowing others to do so; or
3. making any payment to your IBM Business Partner for the Service.
1.3 - Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. You will make payment directly to your IBM Business Partner. However, we
may charge you directly for expenses incurred to perform your Service request. e.g., actual travel and living expenses, out -of- pocket expenses. We will
not incur these expenses without your prior approval.
1.4 - Changes to the Agreement Terms
In order to maintain flexibility in our Services, we may change the terms of this Agreement by giving you three months' written notice. However, these
changes are not retroactive. They apply, as of the effective date we specify in the notice, only to new requests for Service and ongoing transactions. Part
3 of this Agreement contains additional provisions for changes to the terms of individual Service transactions. Otherwise, for a change to be valid, both of
us must sign it. Additional or different terms in any written communication from you are void.
1.5 - Limitations of Liability
Circumstances may arise where, because of a default on our part or other liability, you are entitled to recover damages from us. In each such instance,
regardless of the basis on which you are entitled to claim damages from us (including fundamental breach, negligence, misrepresentation, or other contract
or tort claim), we are liable for no more than
1. damages for bodily injury (including death) and damage to real property and tangible personal property; and
2. the amount of any other actual direct damages, up to the greater of U.S. $100,000 (or equivalent in local currency); or the charges (if recurring, 12
months' charges apply) you paid to your IBM Business Partner for the Service that is the subject of this claim.
This limit also applies to any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible.
Items for Which We are Not Liable
Under no circumstances are we or our subcontractors liable for any of the following;
1. third -party claims against you for damages (other than those under the first item listed above);
2. loss of, or damages to, your records or data; or
3. special, incidental, or indirect damages or for any economic consequential damages (including lost profits or savings), even if we are informed of their
possibility.
1.6 - Mutual Responsibilities
Both of us agree that under this Agreement:
1. neither of us grants the other the right to use its (or any of its Enterprise's) trademarks, trade names, or other designations in any promotion or
publication without prior written consent;
2. all information exchanged is non confidential If either of us requires the exchange of confidential information, it will be made under a signed
confidentiality agreement;
3. each is free to enter into similar agreements with others;
4. each grants the other only the licenses and rights specified. No other licenses or rights (including licenses or rights under patents) are granted;
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Agreement for Service
Acquired from an IBM Business Partner
5. each may communicate with the other by electronic means and such communication is acceptable as a signed writing to the extent permissible under
applicable law. An identification code (called a "user ID ") contained in an electronic document is sufficient to verify the sender's identity and the
document's authenticity;
6. each will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations;
7. neither of us will bring a legal action more than two years after the cause of action arose unless otherwise provided by local law without the possibility
of contractual waiver or limitation; and
8. neither of us is responsible for failure to fulfill any obligations due to causes beyond its control.
1.7 - Your Other Responsibilities
You agree
1. not to assign, or otherwise transfer, this Agreement or your rights under this Agreement, delegate your obligations, or resell any Service, without our
prior written consent. Any attempt to do so is void;
2. that you are responsible for the results obtained from use of the Services; and
3. to provide us with sufficient, free, and safe access to your facilities for us to fulfill our obligations.
1.8 - Agreement Termination
You may terminate this Agreement on written notice to your IBM Business Partner and to us following the expiration of termination of your obligations.
Either of us may terminate this Agreement on written notice to the other and to your IBM Business Partner, if the other does not comply with any of its terms.
Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to both of our
respective successors and assignees.
1.9 - Geographic Scope
All your rights and all our obligations are valid only in the United Stated and Puerto Rico, except that all licenses to Materials are valid as specifically
granted.
1.10 - Governing Law
The laws of the State of New York govern this Agreement. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or
limited by contract.
Part 2 - Warranty Terms
2.1 - Warranty for IBM Services
For each IBM Service, we warrant that we perform it:
1. using reasonable care and skill; and
2. according to its current description (including any completion criteria) contained in this Agreement, an Attachment, or a Transaction Document.
2.2 - Extent of Warranty
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
2.3 - Items Not Covered by Warranty
We do not warrant uninterrupted or error -free operation of any deliverable or Service.
Unless we specify otherwise, we provide Materials and non -IBM Services WITHOUT WARRANTIES OF ANY KIND.
Part 3 - Services
3.1 - IBM Services
Services may be either standard offerings or customized to your specific requirements. Each Service transaction may include one or more Services that:
1. expire at task completion or an agreed upon date;
2. automatically renew as another transaction with a specified contract period. Renewals will continue until either of us terminates the Service; or
3. do not expire and are available for your use until either of us Terminate the Service.
3.2 - Personnel
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Agreement for Service
Acquired from an IBM Business Partner
Each of us will be responsible for the supervision, direction, and control of our respective personnel.
We reserve the right to determine the assignment of our personnel.
We may subcontract a Service, or any part of it, to subcontractors selected by us.
3.3 - Materials Ownership and License We will specify Materials to be delivered to you. We or third parties have all right, title, and interest (including
ownership of copyright) in Materials created during the Service performance period or otherwise (such as those that preexist the Service). We will deliver
one copy of the specified Materials to you. We grant you an irrevocable, nonexclusive, worldwide, paid -up license to use, execute, reproduce, display,
perform, and distribute, within your Enterprise only, copies of these Materials.
You agree to reproduce the copyright notice and any other legend of ownership on any copies made under the license granted in this Section.
Any idea, concept, know -how, or technique which relates to the subject matter of a Service and is developed or provided by either of us, or jointly by both
of us, in the performance or a Service may (subject to applicable patents and copyrights) be freely used by either of us.
3.4 - Changes to Service Terms
We may change the terms of Services that are renewable or non - expiring by giving you three months' written notice. However, these changes are not
retroactive. They apply immediately to renewal transactions and as of the effective date we specify in the notice to all existing transactions. If we make a
change to the terms of a renewable Service that 1) affects your current contract period and 2) you consider unfavorable, at the request of your IBM Business
Partner, we will defer it until the end of that contract period.
When both of us agree to change any Services statement of work other than as described above, *we will prepare a written description of the agreed
change * (called a "Change Authorization "), which both of us must sign. The terms of a Change Authorization prevail over those of the statement of work
and any of its previous Change Authorizations.
3.5 - Renewal
Renewable Services renew automatically for a same length contract period unless either of us provides written notification (at least one month prior to the
end of the current contract period) to the other and to your IBM Business Partner of their intent not to renew.
3.6 - Termination and Withdrawal
Either of us may terminate a Service if the other does not meet its obligations concerning the Service.
You may terminate a Service transaction on one month's written notice to us and to your IBM Business Partner.*
We may withdraw a renewable or non - expiring Service or support for an eligible product on three months' written notice to you. If we withdraw a Service
for which you have prepaid and we have not yet fully provided it to you, your IBM Business Partner will give you a prorated refund.
Any terms which by their nature extend beyond termination or withdrawal remain in effect until fulfilled and apply to respective successors and assignees.
3.7 - Service for Machines
We provide certain types of repair and exchange Service either at your location or at a service center to keep Machines in, or restore them to, conformance
with their official published specifications. We may repair the failing Machine or exchange it at our discretion.
When the type of Service requires that you deliver the failing Machine to us, you agree to ship it suitably packaged (prepaid unless we specify otherwise)
to a location we designate. After we have repaired or exchanged the Machine, we will return it to you at our expense unless we specify otherwise. We are
responsible for loss of, or damage to, your Machine while it is 1) in our possession or 2) in transit in those cases where we are responsible for the
transportation charges:
You agree to:
1. obtain authorization from the owner to have us service a machine that you do not own; and
2. where applicable, before we provide service --
(a) follow the problem determination, problem analysis, and service request procedures that we provide,
(b) secure all programs, data, and funds contained in a machine, and
(c) inform your IBM Business Partner of changes in a Machine's location.
When Service involves the exchange of a Machine or part, the item we replace becomes our property and the replacement becomes yours. You represent
that all removed items are genuine and unaltered. The replacement may not be new, but will be in good working order and at least functionally equivalent
to the item replaced. The replacement assumes the warranty of Service status of the replaced item. Before we exchange a Machine or part, you agree to
remove all features, parts, options, alterations, and attachments not under our service. You also agree to ensure that the item is free of any legal obligations
or restrictions that prevent its exchange.
Any feature, conversion, or upgrade we service must be installed on a Machine which is 1) for certain Machines, the designated, serial- numbered Machine
and 2) at an engineering- change level compatible with the feature, conversion, or upgrade.
* Check with your IBM Business Partner to determine if you will incur an additional charge for this.
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�= s Agreement for Service
Acquired from an IBM Business Partner
Repair and exchange Services do not cover
1. accessories, supply items, and certain parts, such as batteries, frames, and covers;
2. Machines damaged by misuse, accident, modification, unsuitable physical or operating environment, or improper maintenance by you;
3. Machines with removed or altered Machine or parts identification labels;
4. failures caused by a product for which we are not responsible; or
5. service of Machine alterations.
We manage and install engineering changes that apply to IBM Machines and may also perform preventive maintenance.
We provide maintenance Services for selected non -IBM Machines.
When you request maintenance Services under this Agreement, your IBM Business Partner will inform you of the date on which maintenance Services
will begin. We may inspect the Machine within one month following that date. If the Machine is not in an acceptable condition for service, you may have
us restore it, *Alternatively, you may withdraw your request for maintenance Services. *
* Check with your IBM Business Partner to determine if you will incur an additional charge for this.
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FIRST ADDENDUM TO I.T. SERVICES AGREEMENT
THIS FIRST ADDENDUM to the I.T. Services Agreement between the
City of South Miami ( "city ") and HTE VAR, LLC. ("consultant").
WHEREAS, the purpose of this first addendum to the agreements is to
supplement and revise the terms of the proposed agreements by consultant, which
are attached as composite exhibit 1.
NOW THEREFORE, in consideration of the sum of $10.00, the mutual
promises and covenants contained in this first addendum, and for other good and
valuable consideration, the receipt and legal sufficiency of which is acknowledged
by both parties, the parties agree as follows:
1. WHEREAS CLAUSES
1.1 The above whereas clauses are incorporated and made a part
of this first addendum to the agreements which agreements are attached as
composite exhibit 1
2. ENTIRE AGREEMENT
2.1 This addendum to the agreements which are attached as
composite exhibit 1, when signed by all of the parties constitutes the full and
complete understanding and contradiction of its express terms. This addendum
and the incorporated attachment constitutes the entire understanding between the
parties and integrates by its terms and all previous contracts or understandings,
oral or written, between the parties. In the event of any conflict, the terms of this
addendum will govern over the provisions of any incorporated documents. Below
is listed the sections of the agreements which are being revised, and, or
supplemented by this first addendum:
3. WARRANTY
3.1 Consultant will meet the requirements of the warranties found
at http: / /www.ibm.com /support/warranties /us /.
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Consultant
4. TRAVEL EXPENSES
4.1 Travel expenses are authorized to the extent and in an amount
authorized under Florida law.
5. SOVEREIGN IMMUNITY AND ATTORNEY'S FEES
5.1 The city does not waive sovereign immunity for any claim for
breach of contract or for an award of prejudgment interest; provided, however, that
in any action arising out of or to enforce this contract, the prevailing party shall be
entitled to its reasonable attorney's fees and costs.
6. JURISDICTION AND VENUE
6.1 For the purposes of this first addendum, Florida law shall
govern the terms of this contract. Venue shall be in Miami -Dade County, Florida.
7. INTEREST PAYMENTS DUE TO LATE PAYMENT
7.1 The city shall make payment to consultant within 30 days of
receipt of the original written invoice and sufficient backup documentation and
acceptance of the work by the city. Interest shall accrue on unpaid invoices as
provided by Florida Statutes Section 218.74.
7.2 Consultant shall not be entitled to any carrying charges or
finance fees due to late payment by the city.
8. INSURANCE AND INDEMNIFICATION
8.1 The city shall not be held liable or responsible for any claims
which may result from acts, errors or omissions of the consultant or its
subcontractors, suppliers or laborers. In reviewing, approving or rejecting any
submissions or acts of the consultant, the city in no way assumes responsibility or
liability for the acts, errors or omissions of the consultant or subcontractors.
8.2 The consultant shall not commence work under this first
addendum until it has obtained all insurance required by the city. The consultant
shall defend, indemnify and hold the city harmless from any and all claims,
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Consultant
liability, losses, expenses and causes of action arising solely out of a negligent act,
error, or omission or misconduct of the consultant, or the consultant's
subcontractors, suppliers and laborers incident to the performance of the
consultant's services under this first addendum. The consultant shall pay all
claims, losses, fines, penalties, costs and expenses of any nature whatsoever
resulting from its intentional misconduct or negligence.
8.3 The consultant shall maintain during the term of this first
addendum the following insurance:
A. Comprehensive general liability insurance with broad form
endorsement, including automobile liability, completed operations and
products liability, contractual liability, severability of interest with
cross liability provision, and personal injury and property damage
liability with limits of $1,000,000.00 combined single limit per
occurrence for bodily injury and property damage. The policy or
policies shall name the city as additional insured and shall reflect the
hold harmless provision contained herein.
B. Workers' Compensation Insurance in compliance with Chapter
440, Florida Statutes, as presently written or hereafter amended.
C. The policies shall contain waiver of subrogation against the city
where applicable and shall expressly provide that the policy or policies
are primary over any other insurance that the city may have. The city
reserves the right to request a copy of the required policies for review.
All policies shall contain a "severability of interest" or "cross liability"
clause without obligation for premium payment of the city.
D. All of the insurance is to be placed with Best rated A -8 or better
insurance companies qualified to do business under the laws of the
State of Florida.
8.4 The consultant shall furnish certificates of insurance to the city
prior to the commencement of operations. The certificates shall clearly indicate that
the consultant has obtained insurance in the type, amount, and classification as
required for strict compliance with this section and that no reduction in limits by
endorsement during the policy term, or cancellation of this insurance shall be
effective without 30 days prior written notice to the city.
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VPB
Consultant
8.5 Compliance with the foregoing requirements shall not relieve
the consultant of its liability and obligations under this first addendum.
9. SEVERABILITY
9.1 Should any section or any part of any section of this first
addendum be rendered void, invalid or unenforceable by any court of law, for any
reason, the determination shall not render void, invalid or unenforceable any other
section or part of any section of this first addendum.
10. NOTICES
10.1 All notices given or required under this first addendum shall
be deemed sufficient if sent by certified mail, return receipt requested, to the
addresses of the consultant and to the city specified in this first addendum, unless
either parry shall specify to the other party a different address for the giving of the
notices, as identified in section 11 below.
11. CONTRACTING OFFICER REPRESENTATION
11.1 For the purposes of this first addendum, the contracting
officers are as follows:
To the city: The City of South Miami
6130 Sunset Drive
South Miami, Florida 33143
Attention: Maria Davis, City Manager
To consultant:
HTE VAR, LLC.
3168 Mercer University Drive
Suite 100
Atlanta, Georgia 30341
Attention: Bill Boyle,
11.2 An individual or delegated committee will be designated to
represent the city in all matters pertaining to the work as it progresses.
Interference by unauthorized individuals must be controlled so as no to impede the
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VPB
Consultant
smooth progress of the work. Consultant shall review all work to be accomplished
with project representative to preclude misunderstandings.
12. EXAMINATION AND RETENTION OF CONTRACTOR'S
RECORDS
12.1 The city, or any of their duly authorized representatives, shall,
until 3 years after final payment under this first addendum, have access to and the
right to examine any of the consultant's books, ledgers, documents, papers, or
other records involving transactions related to this first addendum for the purpose
of making audit, examination, excerpts, and transcriptions.
12.2 The right to access and examination of records in subsection
12.1 shall continue until disposition of any mediation, claims, litigation or appeals.
13. WARRANTY OF AUTHORITY
13.1 The signatories to this first addendum warrant that they are
duly authorized by action of their respective city commission, board of directors or
other authorized entity to execute this first addendum and to bind the parties to the
promises, terms, conditions and warranties contained in this first addendum.
14. MISCELLANEOUS PROVISION
14.1 In the event a court must interpret any word or provision of
this first addendum, the word or provision shall not be construed against either
party by reason of drafting or negotiating this first addendum.
IN WITNESS WHEREOF, the parties to this first addendum, acting
through their duly authorized officers, have executed this first addendum to the
agreements attached as composite exhibit 1 as of the date first written above.
CITY OF SOUTH MIAMI, HTE VAR, LLC.
a municipal corporation of the
State of Florida
By: By:
Maria Davis, Bill Boyle,
City Manager
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Consultant
SECOND ADDENDUM TO THE FIRST ADDENDUM TO
I.T. SERVICES AGREEMENT
THIS SECOND ADDENDUM to the first addendum to I.T. Services
Agreement between the City of South Miami ( "city ") and IBM Credit, LLC. for
the Term Lease Supplement and Certificate of Acceptance; the Term Lease Master
Agreement between the city and IBM Credit Corporation; the Agreement for
Service Acquired from an IBM Business Partner and Statement of Work for
Services Acquired from an IBM Business Partner and the city and International
Business Machines Corporation (collectively "consultants ")
WHEREAS, the purpose of this second addendum to the agreements is to
supplement and revise the terms of the proposed agreements by consultants, which
are attached as composite exhibit 1 (IBM Credit, LLC; IBM Credit Corporation;
and International Business Machines Corporation).
NOW THEREFORE, in consideration of the sum of $10.00, the mutual
promises and covenants contained in this second addendum, and for other good
and valuable consideration, the receipt and legal sufficiency of which is
acknowledged by both parties, the parties agree as follows:
L WHEREAS CLAUSES
1.1 The above whereas clauses are incorporated and made a part
of this second addendum to the agreements which agreements are attached as
composite exhibit 1.
2. WARRANTY
2.1 Consultants will meet the requirements of the warranties
found at http: / /www.ibm.com/support/warranties /us /.
3. JURISDICTION AND VENUE
3.1 For the purposes of this second addendum, Florida law shall
govern the terms of this contract. Venue shall be in Miami -Dade County, Florida.
' The first addendum was entered into with HTE VAR, LLC., only.
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VPB
Consultants
4. SEVERABILITY
4.1 Should any section or any part of any section of this second
addendum be rendered void, invalid or unenforceable by any court of law, for any
reason, the determination shall not render void, invalid or unenforceable any other
section or part of any section of this second addendum.
5. NOTICES
5.1 All notices given or required under this second addendum
shall be deemed sufficient if sent by certified mail, return receipt requested, to the
addresses of the consultants and to the city specified in this second addendum,
unless either party shall specify to the other parry a different address for the giving
of the notices, as identified in section 11 below.
6. CONTRACTING OFFICER REPRESENTATION
6.1 For the purposes of this second addendum, the contracting
officers are as follows:
To the city: The City of South Miami
6130 Sunset Drive
South Miami, Florida 33143
Attention: Maria Davis, City Manager
To consultants: IBM Credit, LLC.
One North Castle Drive
Armonk, New York 10504
Attention: Thomas Langan
IBM Credit Corporation
One North Castle Drive
Armonk, New York 10504
Attention: Thomas Langan
International Business Machines Corporation
800 N. Frederick Avenue
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VVB
Consultants
Gaithersburg, Maryland 20878
Attention:
6.2 An individual or delegated committee will be designated to
represent the city in all matters pertaining to the work as it progresses.
Interference by unauthorized individuals must be controlled so as no to impede the
smooth progress of the work. Consultants shall review all work to be
accomplished with project representative to preclude misunderstandings.
7. MISCELLANEOUS PROVISION
7.1 In the event a court must interpret any word or provision of
this second addendum, the word or provision shall not be construed against either
party by reason of drafting or negotiating this second addendum.
IN WITNESS WHEREOF, the parties to this second addendum, acting
through their duly authorized officers, have executed this second addendum to the
agreements attached as composite exhibit 1 as of the date first written above.
CITY OF SOUTH MIAMI, IBM CREDIT, LLC.
a municipal corporation of the
State of Florida
in
Maria Davis,
City Manager
By: _
IBM CREDIT CORPORATION
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By: —
Page 3 of 4
omm
Consultants
Statement of Work for Services
Acquired from an IBM Business Partner
ServiceSuite
1. Scope of Services
We will provide to you the Services described in this Statement of Work for the Machines we specify (called "Eligible Machines "). We will identify
the Eligible Machines, and the Services that apply to them, in a Schedule to this Statement of Work. The Schedule will also identify the Specified
Locations at which the Services will be provided. A Specified Location may be your entire information processing environment, or a portion thereof,
which may be resident at multiple sites or a single building.
This Statement of Work is designed to enable you to contract for a wide range of Services that apply for your Eligible Machines and the Programs
that run on those Machines. To allow for maximum flexibility enabling you to add Services as needed, basic terms regarding our relationship are
included as well as more specific terms that apply for Machine maintenance and Program support Services. The specific terms regarding Machine
maintenance and Program support Services apply only when you have contracted for an associated Machine maintenance Service or Program
support Service as specified in the Schedule.
These Services are available for Machines normally used for business, professional, or trade purposes, rather than personal, family, or household
purposes.
2. Contract Period
Start Date: 12 -01 -2004 End Date: 11 -30 -2007
Eligible Machines, Specified Locations, or new Services added to this Statement of Work following its Start Date will assume the remaining portion
of the existing contract period.
Renewal Contract Period (years): 3
We will renew the Services that apply for each Specified Location on the Contract Period End Date for the number of years (called the "Renewal
Contract Period ") specified above.
Thereafter, we will automatically renew for the same length periods unless you notify us and your IBM Business Partner in advance of your desire
to change the length of the renewal. Either of us can select not to renew by providing written notification (at least one month prior to the end of the
current contract period) to the other and to your IBM Business Partner of their decision not to renew.
Each of us agrees that the complete agreement between us about this transaction consists of 1) this Statement of Work and its Schedules, 2) supplemental
terms referenced herein, and 3) the IBM Agreement for Services Acquired from an IBM Business Partner (or any equivalent agreement in effect between
us) identified below.
Agreed to:
City of South Miami
By
Name (type or print):
Date:
Authorized signature
Customer Company address:
6130 Sunset Drive
South Miami, FL 33143
Telephone number:
Billing Address:
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
Agreed to:
International Business Machines Corporation
By
Authorized signature
Name (type or print):
Date:
Statement of Work number: AOOWNF
Agreement number:
Customer number: TTDFOWNF
IBM Address:
800 N. FREDERICK AVENUE
GAITHERSBURG, MD 20878
After signing, please return a copy of this Attachment to the '7BM address" shown above.
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3.
4.
5.
6.
Your Responsibilities
You agree:
1. to provide your IBM Business Partner with an inventory in which you identify all Eligible Machines to be covered at each Specified Location.
All Eligible Machines of the same type at a Specified Location must be included in the coverage. You also agree to identify all Eligible Machines
for which we are to provide warranty service;
2. to notify your IBM Business Partner whenever you wish to add Eligible Machine types to an existing Specified Location or set up new Specified
Locations;
3. to return to IBM all defective CRUs (from covered Eligible Machines) within 30 days of your receipt of the replacement CRU. A "CRU" is a
Machine part which is designated as a Customer Replaceable Unit (e.g. keyboards, memory, or hard disk drives). IBM provides CRUs to you
for replacement by you;
4. to ensure that any access codes we provide to you are used only by those who are authorized to do so;
5. to provide your IBM Business Partner with information we request which is related to our provision of these Services to you and notify your IBM
Business Partner of any changes;
6. to allow International Business Machines Corporation and its subsidiaries to store and use your business contact information, including names,
business phone numbers, and business e-mail addresses, anywhere they do business. Such information will be processed and used in
connection with our business relationship, and may be provided to contractors acting on IBM's behalf, IBM Business Partners who promote,
market and support certain IBM products and services, and assignees of International Business Machines Corporation and its subsidiaries for
uses consistent with our business relationship;
7. to use any electronic diagnostic and service delivery facilities we provide to you only in support of Eligible Machines identified in the Schedule
to this Statement of Work;
8. that electronic access to our support centers and certain databases may require a separate network services agreement;*
9. to pay any communications charges associated with accessing these Services unless we specify otherwise;
10. to use the information obtained under these Services only for the support of the information processing requirements within your Enterprise;
and
11. that your acceptance of any software Services does not alter your responsibilities for Distributed System License Option licenses.
Whenever both of us agree to store repair parts at your Specified Location, you also agree:
to provide secure storage space for all parts stored at your Specified Location;
to provide IBM service technicians easy access to the secure storage space so that they may promptly store, Inspect, and remove the parts
whenever they deem necessary; and
that while in storage,
a. you are responsible for all loss or damage to the parts,
b. you will be separately charged for any parts that we find to be missing, used, or damaged, and
c. parts remain the property of IBM and will be subject to IBM parts control procedures and must be made available for return to IBM upon
our Request.
Mutual Responsibilities
If at any time either of us requests a review of the inventory count, each of us will cooperate in updating the last formal inventory.
Services Program License
The following terms apply to each Program we provide with a Service that is not otherwise accompanied by a license agreement.
We grant you a nonexclusive license to use the Program on the Eligible Machine we designate to assist us in problem determination or other
system support in conjunction with these Services.
If we do not supply a backup copy, you may make one copy of the Program for backup purposes provided you reproduce the copyright notice and
any other legend of ownership on the copy. The backup copy is subject to the same terms as the original. You may not 1) modify the Program's
machine readable instructions or data or merge them into another Program, 2) reverse assemble, reverse compile, or otherwise translate the
Program, 3) sublicense, assign, or transfer the license for the Program, or 4) distribute the Program to any third party. We provide the Program
WITHOUT WARRANTIES OF ANY KIND.
Your license terminates when 1) the Service terminates, is withdrawn or expires and is not renewed, 2) the Program is no longer needed to perform
the Service; or 3) the Eligible Machine which we designated for the Program is removed from productive use within your Enterprise.
We may terminate your license if you fail to comply with these terms.
Upon termination, you agree to destroy the Program and any backup copy you were given or made.
Automatic Inventory Increases
We will automatically increase the inventory count at a Specified Location whenever:
an Eligible IBM Machine is added to the inventory. If the Machine is under warranty when added, maintenance Services will commence at
warranty exit. If the Machine is not under warranty when added, maintenance Services will commence at the later of a) the date of installation
or b) the previous yearly anniversary of the start of the contract period. IBM Machines specifically excluded from coverage at contract period
start will remain outside the scope of this Statement of Work unless you request we add them during the contract period. However, all Eligible
IBM Machines added to your inventory during the contract period will be included in the inventory count and receive maintenance Services as
set out in this Section; or
an Eligible non -IBM Machine, of the same type as other non -IBM Machines already covered at that Specified Location, is added to the
inventory. If the Machine is under warranty when added, maintenance Services will commence at warranty exit. If the Machine is not under
warranty when added, maintenance Services will commence at the later of a) the date of installation or b) the previous yearly anniversary of
the start of the contract period.
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The maintenance Services that apply for these Machines will be the same as that which you are receiving for all other Eligible Machines of the same
type.
Newly installed IBM Machines of the same type for which you have already selected Warranty Service Upgrade will be added at date of actual
installation and will be covered at the same Warranty Service Upgrade support level.
7. Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. Your IBM Business Partner may impose an additional charge for some
actions, e.g., termination, or for our provision of some additional services, e.g., Service upgrades, additional Systems Administrators, additional
reports, or support for other Products. These actions or additional services are identified in this Statement of Work with an asterisk ( " * "). Where you
see an asterisk, check with your IBM Business Partner to determine if you will incur an additional charge. You will make payment directly to your
IBM Business Partner.
Termination
You have committed to continue Services for the entire contract period. However, you may terminate Services for an Eligible Machine, on notice
to us (copy to your IBM Business Partner), if you permanently remove it from productive use within your Enterprise. Otherwise, if you choose to
terminate Services and these are not being replaced by equivalent Services, you may do so by providing us one monthly written notice (copy to
your IBM Business Partner), after the Services have been covered under this Statement of Work for at least one year.*
9. Satisfaction Guarantee
If, for any reason, you are not completely satisfied with a Service we provide to you under this Statement of Work, notify us in writing within one
month of the time you first become dissatisfied. We will try to resolve the problem to your satisfaction. If we are unable to do so, you will receive
a credit equal to the prorated charge for the Service for the period of time you were dissatisfied.
10. Maintenance Services
Maintenance of IBM Machines
We will provide Service for Machines, as described in our Agreement, for those Eligible IBM Machines specified in the Schedule.
11. Support Services
iSerles Software Services
IBM Software Maintenance for OS /400, i5 /OS and Selected Products
IBM will provide software maintenance support, as described below, for those Eligible Programs for which you are licensed and for which you order
this Service.
General:
1. IBM makes available to you the most current commercially available version, release or update to all of the Programs for which you acquire
support under this Service, should any be made available.
2. IBM provides you with assistance for your a) routine, short duration installation and usage (how -to) questions and b) code defect related
questions.
3. IBM provides assistance via telephone and, if available, electronic access, only to your information systems (IS) technical support personnel
during the normal business hours (IBM published prime shift hours) of your IBM support center. This assistance is not available to your end
users. IBM provides Severity 1 assistance 24 hours a day, every day of the year. Consult the IBM Software Support Guide, which may be
found at http : / /techsupgort.services.ibm.com /guides /handbook.htmI for details. A 24x7 all severity option is available at extra charge.
4. In some instances, IBM may request that you allow it to remotely access your system to assist you in isolating the software problem cause.
You will remain responsible for adequately protecting your system and all data contained therein whenever we remotely access it with your
permission.
5. This Service does not include assistance for a) the design and development of applications, b) your use of Programs in other than their
specified operating environment, or c) failures caused by products for which IBM is not responsible under this Service.
Eligible Programs: Licensed programs for which this Service is available are listed at http: / /www.ibm.coLn/services /sllswm/ or may be obtained
from your IBM marketing representative.
Software Maintenance After License Fee: The Software Maintenance After License fee is a one time charge to resume Software Maintenance
if you a) did not renew this Service prior to the end of the then current support period or b) terminated this Service. The new support period in such
an instance begins on the date that IBM accepts your order.
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01 Agreement for Service
Acquired from an IBM Business Partner
Thank you for your business. We strive to provide you with high quality Services. If, at anytime, you have any questions or problems, or are not completely
satisfied, please let us know. Our goal is to do our best for you.
IBM ( "we ") has signed agreements with certain organizations (called "IBM Business Partners ") to promote, market, and support certain Services. Some IBM
Business Partners also fulfill these functions through other remarketers who are not IBM Business Partners. However, for purposes of brevity in this
Agreement, when we use the term IBM Business Partner we mean IBM Business Partners and their remarketers. When the Customer ( "you ") orders our
Services under this Agreement from an IBM Business Partner, we are responsible for providing the Services to you under the warranties and other terms
of this Agreement. We are not responsible for 1)the actions of IBM Business Partners, 2) any additional obligations they have to you, or 3) any products
or services that they supply to you under their agreements. IBM Business Partners establish the price and terms at which they market IBM Services. In
the event that your IBM Business Partner is no longer able to offer our Services, for any reason, we will so notify you in writing. You may continue to receive
our Services by instructing us to transfer administration of your Service to either (1) another IBM Business Partner of your choice (who may require you to
first execute one of their agreements) who is approved to offer you our Services, or (2) us and signing a separate IBM agreement for services.
This IBM Agreement for Services Acquired from an IBM Business Partner (called the "Agreement') governs the Services you acquire from an IBM Business
Partner and we perform.
Part 1 - General
1.1 - Definitions
Enterprise is any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent. An Enterprise also includes the entities which
are mutually agreed -to in writing
Machine is a machine, its features, conversions, upgrades, elements, or accessories, or any combination of them. The term "Machine" includes an IBM
Machine and any non -IBM Machine (including other equipment) for which we may provide maintenance Services.
Materials are literary works or other works of authorship (such as programs, program listings, programming tools, documentation, reports, drawings, and
similar works) that we may deliver to you as part of a Service. The term "Materials" does not include licensed program products available under their own
license agreement
Service is performance of a task, provision of advice and counsel, assistance, or access to a resource (such as access to an information data base) we
make available to you.
PAGES 2 THROUGH 4 ARE ALSO PART OF THIS AGREEMENT. This Agreement and its applicable Attachments and Transaction Documents
are the complete agreement between us regarding these Services and replace any prior oral or written communications regarding these
Services. No machines or licensed program products are acquired under this Agreement. Such items are available only under the terms of 1)
the IBM Customer Agreement (or any equivalent agreement between us) or 2) the applicable third -party agreement. By signing below for our
respective Enterprises, each of us agrees to the terms of this Agreement. Once signed 1) any reproduction of this Agreement, an Attachment,
or Transaction Document made by reliable means (for example, photocopy or facsimile) is considered an original and 2) all Services you order
under this Agreement are subject to it.
Agreed to:
City of South Miami
By
Name (type or print):
Date:
Enterprise number:
Enterprise address:
6130 Sunset Drive
South Miami, FL 33143
Authorized signature
Agreed to:
International Business Machines Corporation
By
Authorized signature
Name (type or print):
Date:
Agreement number:
IBM Address:
800 N. FREDERICK AVENUE
GAITHERSBURG, MD 20878
After signing, please return a copy of this Agreement to the "IBM address" shown above.
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�_ = Agreement for Service
Acquired from an IBM Business Partner
1.2 - Agreement Structure
Attachments
Some Services have terms in addition to those we specify in this 'Agreement. We provide the additional terms in documents called "Attachments ", which
are also part of this Agreement. Attachments will be signed by both of us if requested by either of us. Your IBM Business Partner makes the Attachments
available to you for signature.
Transaction Documents
For each business transaction, your IBM Business Partner will provide you with the appropriate "Transaction Documents" that confirm the specific details
of the transaction. Transaction Documents will be signed by both of us if requested by either of us. The following are examples of Transaction Documents,
with examples of the information they may contain:
1. statements of work (scope of Services, responsibilities, deliverables, completion criteria and estimated schedule or contract period); and
2. supplements and order forms (Service type ordered, and contract period).
Conflicting Terms
If there is a conflict among the terms in the various documents, those of an Attachment prevail over those of this Agreement. The terms of a Transaction
Document prevail over those of both of these documents.
Our Acceptance of Your Request for Service
A Service becomes subject to this Agreement when we accept your request for Service from your IBM Business Partner by:
1. providing you a transaction document, or
2. providing the Service.
Your Acceptance of Additional Terms
You accept the additional terms in an Attachment or Transaction Document by doing any of the following:
1. signing the Attachment or Transaction Document
2. using the Service, or allowing others to do so; or
3. making any payment to your IBM Business Partner for the Service.
1.3 - Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. You will make payment directly to your IBM Business Partner. However, we
may charge you directly for expenses incurred to perform your Service request. e.g., actual travel and living expenses, out -of- pocket expenses. We will
not incur these expenses without your prior approval.
1.4 - Changes to the Agreement Terms
In order to maintain flexibility in our Services, we may change the terms of this Agreement by giving you three months' written notice. However, these
changes are not retroactive. They apply, as of the effective date we specify in the notice, only to new requests for Service and ongoing transactions. Part
3 of this Agreement contains additional provisions for changes to the terms of individual Service transactions. Otherwise, for a change to be valid, both of
us must sign it. Additional or different terms in any written communication from you are void.
1.5 - Limitations of Liability
Circumstances may arise where, because of a default on our part or other liability, you are entitled to recover damages from us. In each such instance,
regardless of the basis on which you are entitled to claim damages from us (including fundamental breach, negligence, misrepresentation, or other contract
or tort claim), we are liable for no more than
1. damages for bodily injury (including death) and damage to real property and tangible personal property; and
2. the amount of any other actual direct damages, up to the greater of U.S. $100,000 (or equivalent in local currency), or the charges (if recurring, 12
months' charges apply) you paid to your IBM Business Partner for the Service that is the subject of this claim.
This limit also applies to any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible.
Items for Which We are Not Liable
Under no circumstances are we or our subcontractors liable for any of the following;
1. third -party claims against you for damages (other than those under the first item listed above);
2. loss of, or damages to, your records or data; or
3. special, incidental, or indirect damages or for any economic consequential damages (including lost profits or savings), even if we are informed of their
possibility.
1.6 - Mutual Responsibilities
Both of us agree that under this Agreement
1. neither of us grants the other the right to use its (or any of its Enterprise's) trademarks, trade names, or other designations in any promotion or
publication without prior written consent;
2. all information exchanged is non confidential. If either of us requires the exchange of confidential information, it will be made under a signed
confidentiality agreement;
3. each is free to enter into similar agreements with others;
4. each grants the other only the licenses and rights specified. No other licenses or rights (including licenses or rights under patents) are granted;
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01 Agreement for Service
Acquired from an IBM Business Partner
5. each may communicate with the other by electronic means and such communication is acceptable as a signed writing to the extent permissible under
applicable law. An identification code (called a "user ID ") contained in an electronic document is sufficient to verify the sender's identity and the
document's authenticity;
6. each will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations;
7. neither of us will bring a legal action more than two years after the cause of action arose unless otherwise provided by local law without the possibility
of contractual waiver or limitation; and
8. neither of us is responsible for failure to fulfill any obligations due to causes beyond its control.
1.7 - Your Other Responsibilities
You agree:
1. not to assign, or otherwise transfer, this Agreement or your rights under this Agreement, delegate your obligations, or resell any Service, without our
prior written consent. Any attempt to do so is void;
2. that you are responsible for the results obtained from use of the Services; and
3. to provide us with sufficient, free, and safe access to your facilities for us to fulfill our obligations.
1.8 - Agreement Termination
You may terminate this Agreement on written notice to your IBM Business Partner and to us following the expiration of termination of your obligations.
Either of us may terminate this Agreement on written notice to the other and to your IBM Business Partner, if the other does not comply with any of its terms.
Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to both of our
respective successors and assignees.
1.9 - Geographic Scope
All your rights and all our obligations are valid only in the United Stated and Puerto Rico, except that all licenses to Materials are valid as specifically
granted.
1.10 - Governing Law
The laws of the State of New York govern this Agreement. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or
limited by contract.
Part 2 - Warranty Terms
2.1 - Warranty for IBM Services
For each IBM Service, we warrant that we perform it:
1. using reasonable care and skill; and
2. according to its current description (including any completion criteria) contained in this Agreement, an Attachment, or a Transaction Document.
2.2 - Extent of Warranty
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
2.3 - Items Not Covered by Warranty
We do not warrant uninterrupted or error -free operation of any deliverable or Service.
Unless we specify otherwise, we provide Materials and non -IBM Services WITHOUT WARRANTIES OF ANY KIND.
Part 3 - Services
3.1 - IBM Services
Services may be either standard offerings or customized to your specific requirements. Each Service transaction may include one or more Services that:
1. expire at task completion or an agreed upon date;
2. automatically renew as another transaction with a specified contract period. Renewals will continue until either of us terminates the Service; or
3. do not expire and are available for your use until either of us Terminate the Service.
3.2 - Personnel
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Agreement for Service
Acquired from an IBM Business Partner
Each of us will be responsible for the supervision, direction, and control of our respective personnel.
We reserve the right to determine the assignment of our personnel.
We may subcontract a Service, or any part of it, to subcontractors selected by us.
3.3 - Materials Ownership and License We will specify Materials to be delivered to you. We or third parties have all right, title, and interest (including
ownership of copyright) in Materials created during the Service performance period or otherwise (such as those that preexist the Service). We will deliver
one copy of the specified Materials to you. We grant you an irrevocable, nonexclusive, worldwide, paid -up license to use, execute, reproduce, display,
perform, and distribute, within your Enterprise only, copies of these Materials.
You agree to reproduce the copyright notice and any other legend of ownership on any copies made under the license granted in this Section.
Any idea, concept, know -how, or technique which relates to the subject matter of a Service and is developed or provided by either of us, or jointly by both
of us, in the performance or a Service may (subject to applicable patents and copyrights) be freely used by either of us.
3.4 - Changes to Service Terms
We may change the terms of Services that are renewable or non - expiring by giving you three months' written notice. However, these changes are not
retroactive. They apply immediately to renewal transactions and as of the effective date we specify in the notice to all existing transactions. If we make a
change to the terms of a renewable Service that 1) affects your current contract period and 2) you consider unfavorable, at the request of your IBM Business
Partner, we will defer it until the end of that contract period.
When both of us agree to change any Services statement of work other than as described above, *we will prepare a written description of the agreed
change * (called a "Change Authorization "), which both of us must sign. The terms of a Change Authorization prevail over those of the statement of work
and any of its previous Change Authorizations.
3.5 - Renewal
Renewable Services renew automatically for a same length contract period unless either of us provides written notification (at least one month prior to the
end of the current contract period) to the other and to your IBM Business Partner of their intent not to renew.
3.6 - Termination and Withdrawal
Either of us may terminate a Service if the other does not meet its obligations concerning the Service.
You may terminate a Service transaction on one month's written notice to us and to your IBM Business Partner.*
We may withdraw a renewable or non - expiring Service or support for an eligible product on three months' written notice to you. If we withdraw a Service
for which you have prepaid and we have not yet fully provided it to you, your IBM Business Partner will give you a prorated refund.
Any terms which by their nature extend beyond termination or withdrawal remain in effect until fulfilled and apply to respective successors and assignees.
3.7 - Service for Machines
We provide certain types of repair and exchange Service either at your location or at a service center to keep Machines in, or restore them to, conformance
with their official published specifications. We may repair the failing Machine or exchange it at our discretion.
When the type of Service requires that you deliver the failing Machine to us, you agree to ship it suitably packaged (prepaid unless we specify otherwise)
to a location we designate. After we have repaired or exchanged the Machine, we will return it to you at our expense unless we specify otherwise. We are
responsible for loss of, or damage to, your Machine while it is 1) in our possession or 2) in transit in those cases where we are responsible for the
transportation charges.
You agree to:
1. obtain authorization from the owner to have us service a machine that you do not own; and
2. where applicable, before we provide service --
(a) follow the problem determination, problem analysis, and service request procedures that we provide,
(b) secure all programs, data, and funds contained in a machine, and
(c) inform your IBM Business Partner of changes in a Machine's location.
When Service involves the exchange of a Machine or part, the item we replace becomes our property and the replacement becomes yours. You represent
that all removed items are genuine and unaltered. The replacement may not be new, but will be in good working order and at least functionally equivalent
to the item replaced. The replacement assumes the warranty of Service status of the replaced item. Before we exchange a Machine or part, you agree to
remove all features, parts, options, alterations, and attachments not under our service. You also agree to ensure that the item is free of any legal obligations
or restrictions that prevent its exchange.
Any feature, conversion, or upgrade we service must be installed on a Machine which is 1) for certain Machines, the designated, serial- numbered Machine
and 2) at an engineering- change level compatible with the feature, conversion, or upgrade.
* Check with your IBM Business Partner to determine if you will incur an additional charge for this.
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Agreement for Service
Acquired from an IBM Business Partner
Repair and exchange Services do not cover:
1. accessories, supply items, and certain parts, such as batteries, frames, and covers;
2. Machines damaged by misuse, accident, modification, unsuitable physical or operating environment, or improper maintenance by you;
3. Machines with removed or altered Machine or parts identification labels;
4. failures caused by a product for which we are not responsible; or
5. service of Machine alterations.
We manage and install engineering changes that apply to IBM Machines and may also perform preventive maintenance.
We provide maintenance Services for selected non -IBM Machines.
When you request maintenance Services under this Agreement, your IBM Business Partner will inform you of the date on which maintenance Services
will begin. We may inspect the Machine within one month following that date. If the Machine is not in an acceptable condition for service, you may have
us restore it, *Alternatively, you may withdraw your request for maintenance Services. *
* Check with your IBM Business Partner to determine if you will incur an additional charge for this.
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Page 5 of 5
Services Agreement
"T VAR
Project Description
HTE VAR, L.L.C. is a Vertical VAR Company and is wholly owned by Vertical VAR, LLC and it's employees.
Vertical VAR, L.L.C. (We) agree to provide Services described in a Statement of Work below or in an Attachment to our
Customer (You) under the terms of this Agreement. You are responsible for project management and for any results achieved,
unless specified otherwise in the Statement of Work. We do not provide Services under the terms of your purchase order.
Services are provided and billed either on an hourly ( "Hourly Services ") or on a fixed -price ( "Fixed -Price Services ") basis.
For Hourly Services, the Statement of Work specifies the hourly rate, the estimated hours and estimated expenses required to
complete the project. This estimate is not a fixed -price commitment. Charges will equal the actual hours worked times the
hourly rate, plus actual expenses and applicable sales taxes.
For Fixed -Price Services, the Statement of Work specifies the fixed -price and estimated expenses. This expense estimate is
not a fixed -price commitment. Charges will equal the fixed -price plus actual expenses and applicable sales taxes.
Statement of Work
Project Name: New i5 Installation and SunGard HTE Application Migration
❑ Hourly Services: Hours x $175.00 per Hour = Estimated Total Charges
OR
® Fixed -Price Services: $5,500.00 Invoiced Upon Product Start
Estimated Expenses: $1,000.00 Travel & Living and $0.00 Other Expenses
Estimated Start Date:12 /1/04 End Date: 12/31104
Services:
This Project Description, the Statement of Work and the Additional Terms on page 2 form our complete agreement (the
"Agreement ") regarding these Services and replace any prior oral or written communication between us. By signing below, both
of us agree to these terms.
Agreed to: (Customer legal name & address)
City of South Miami
6130 Sunset Dr.
South Miami. FL 33143
By:
Authorized Signature
Name (print):
Revised 12 -12 -00
Agreed to:
HTE VAR, LLC.
3168 Mercer University Dr.
Suite 100
Atlanta, GA 30341
Authorized Signature
Name (print):
Date:
Agreement Number:20041029BB
Venue: This agreement shall have been deemed to have been executed within the State of
Florida. The validity, construction, and effect of this Agreement shall be governed by the laws of
the State of Florida. Any claim, objection or dispute arising out of this Agreement shall be
litigated in Dade County, Florida.
Agreed to: Agreed to:
City of South Miami International Business Machines Corporation
By: By:
Authorized Signature Authorized Signature
Name (type or print) Name (type or print)
Date: Date:
HTE Services Agreement
Additional Terms
Billing
For Hourly Services, the minimum billing increment is fifteen (15) minutes. However, there will be a one -hour minimum for each day in which
Services are provided on -site and a fifteen (15) minute minimum for each day in which Services are provided by telephone. We may
increase our hourly billing rate and minimums by giving you three (3) months' written notice.
Hourly Services are invoiced weekly as the work progresses. Fixed -Price Services are invoiced as specified in the Statement of Work.
Travel and other expenses are invoiced weekly and will comply with Florida statutes and guidelines for expenses.
Charges for Services and expenses are due within 30 days from the invoice date. Amounts past due are subject to a late payment charge of
1.0% per month. You agree to pay accordingly.
You agree to pay applicable sales taxes or supply exemption documentation.
Project Completion and/or Termination
Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize
additional hours or an extension of the end date. In the event that additional hours are not authorized for incomplete project which is
provided on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed -Price Services will end when the tasks
described in the Statement of Work are complete.
Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement,
including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical.
You agree to pay for all Services we provide, all materials (including programs, program listings, documentation, reports or other similar
works of authorship) we deliver and all expenses we incur through the project's termination, including charges we incur in terminating
subcontracts.
Customer Obligation
You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also
provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the
Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete, or when we have provided the
estimated number of hours of Services for Hourly Services (unless additional hours are authorized), whichever comes first.
Subcontractors
We have the right subcontract any part of the Services to a third party as we deem appropriate, provided that we will remain ultimately
responsible for the Services, subject to the terms of this Agreement.
Changes to Statements of Work
The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization
will prevail over those of the Project Description, the Statement of Work and any previous Change Authorizations.
Warranty
We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry. WE DO NOT
PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant
uninterrupted or error free operation of any Service.
Limitation of Liability
In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim
damages from us, we are liable only for an amount no greater than the sum of all payments you have made to us. This limit also applies to
liabilities of any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible. Under no
circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or
2) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their
possibility.
Disputes
The laws of the State of Florida govern this Agreement. Any controversy or claim rising out of or relating to this Agreement, or the breach of
this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association at a hearing in Miami,
Florida. A judgment of a court having jurisdiction may be entered upon the arbitrator's award. The City of South Miami does not waive
sovereign immunity except to the extent provided for under this contract or for an award of prejudgment interest; provided, however, that in
any action arising out of or to enforce this contract, the prevailing party shall be entitled to its reasonable attorney's fees and costs.
Relation with HTE, Inc.
HTE VAR and HTE, Inc. a Florida corporation, are independent contractors. Neither party is the agent of the other. Neither party is
authorized to make any representations or create any obligation or liability on behalf of the other party.
Revised 9 -13 -00
<< Services Agreement
KT K,#R
Acknowledgement of Completion of Services
Customer hereby acknowledges that the Services required to be provided under Services Agreement No. have
been completed, and such Services are hereby accepted.
[name of Customer]
By:
Name:
Title:
Date:
Revised 9 -13 -00
FIRST ADDENDUM TO I.T. SERVICES AGREEMENT
THIS FIRST ADDENDUM to the I.T. Services Agreement between the
City of South Miami ( "city ") and HTE VAR, LLC.; the Term Lease Supplement
and Certificate of Acceptance between the city and IBM Credit, LLC.; the Term
Lease Master Agreement between the city and IBM Credit Corporation; the
Agreement for Service Acquired from an IBM Business Partner and Statement of
Work for Services Acquired from an IBM Business Partner and the city and
International Business Machines Corporation (collectively "consultants ").
WHEREAS, the purpose of this first addendum to the agreements is to
supplement and revise the terms of the proposed agreements by consultants, which
are attached as composite exhibit 1 (HTE VAR, LLC.; IBM Credit, LLC; IBM
Credit Corporation; and International Business Machines Corporation).
NOW THEREFORE, in consideration of the sum of $10.00, the mutual
promises and covenants contained in this first addendum, and for other good and
valuable consideration, the receipt and legal sufficiency of which is acknowledged
by both parties, the parties agree as follows:
1. WHEREAS CLAUSES
1.1 The above whereas clauses are incorporated and made a part
of this first addendum to the agreements which agreements are attached as
composite exhibit 1.
2. ENTIRE AGREEMENT
2.1 This addendum to the agreements which are attached as
composite exhibit 1, when signed by all of the parties constitutes the full and
complete understanding and contradiction of its express terms. This addendum
and the incorporated attachments constitute the entire understanding between the
parties and integrates by its terms and all previous contracts or understandings,
oral or written, between the parties. In the event of any conflict, the terms of this
addendum will govern over the provisions of any incorporated documents. Below
is listed the sections of the agreements which are being revised, and, or
supplemented by this first addendum:
Page 1 of 6
MV.
Consultants
3. WARRANTY
3.1 Consultants will meet the requirements of the warranties
found at http: / /www.ibm.com/support/warranties /us /.
4. TRAVEL EXPENSES
4.1 Travel expenses are authorized to the extent and in an amount
authorized under Florida law.
5. SOVEREIGN IMMUNITY AND ATTORNEY'S FEES
5.1 The city does not waive sovereign immunity for any claim for
breach of contract or for an award of prejudgment interest; provided, however, that
in any action arising out of or to enforce this contract, the prevailing party shall be
entitled to its reasonable attorney's fees and costs.
6. JURISDICTION AND VENUE
6.1 For the purposes of this first addendum, Florida law shall
govern the terms of this contract. Venue shall be in Miami -Dade County, Florida.
7. INTEREST PAYMENTS DUE TO LATE PAYMENT
7.1 The city shall make payment to consultants within 30 days of
receipt of the original written invoice and sufficient backup documentation and
acceptance of the work by the city. Interest shall accrue on unpaid invoices as
provided by Florida Statutes Section 218.74.
7.2 Consultants shall not be entitled to any carrying charges or
finance fees due to late payment by the city.
8. INSURANCE AND INDEMNIFICATION
8.1 The city shall not be held liable or responsible for any claims
which may result from acts, errors or omissions of the consultants or its
subcontractors, suppliers or laborers. In reviewing, approving or rejecting any
submissions or acts of the consultants, the city in no way assumes responsibility or
liability for the acts, errors or omissions of the consultants or subcontractors.
Page 2 of 6
8.2 The consultants shall not commence work under this first
addendum until it has obtained all insurance required by the city. The consultants
shall defend, indemnify and hold the city harmless from any and all claims,
liability, losses, expenses and causes of action arising solely out of a negligent act,
error, or omission or misconduct of the consultants, or the consultants'
subcontractors, suppliers and laborers incident to the performance of the
consultants' services under this first addendum. The consultants shall pay all
claims, losses, fines, penalties, costs and expenses of any nature whatsoever
resulting from its intentional misconduct or negligence.
8.3 The consultants shall maintain during the term of this first
addendum the following insurance:
A. Comprehensive general liability insurance with broad form
endorsement, including automobile liability, completed operations and
products liability, contractual liability, severability of interest with
cross liability provision, and personal injury and property damage
liability with limits of $1,000,000.00 combined single limit per
occurrence for bodily injury and property damage. The policy or
policies shall name the city as additional insured and shall reflect the
hold harmless provision contained herein.
B. Workers' Compensation Insurance in compliance with Chapter
440, Florida Statutes, as presently written or hereafter amended.
C. The policies shall contain waiver of subrogation against the city
where applicable and shall expressly provide that the policy or policies
are primary over any other insurance that the city may have. The city
reserves the right to request a copy of the required policies for review.
All policies shall contain a "severability of interest" or "cross liability"
clause without obligation for premium payment of the city.
D. All of the insurance is to be placed with Best rated A -8 or better
insurance companies qualified to do business under the laws of the
State of Florida.
8.4 The consultants shall furnish certificates of insurance to the city
prior to the commencement of operations. The certificates shall clearly indicate that
Page 3 of 6
Consultants
the consultants have obtained insurance in the type, amount, and classification as
required for strict compliance with this section and that no reduction in limits by
endorsement during the policy term, or cancellation of this insurance shall be
effective without 30 days prior written notice to the city.
8.5 Compliance with the foregoing requirements shall not relieve
the consultants of its liability and obligations under this first addendum.
9. SEVERABILITY
9.1 Should any section or any part of any section of this first
addendum be rendered void, invalid or unenforceable by any court of law, for any
reason, the determination shall not render void, invalid or unenforceable any other
section or part of any section of this first addendum.
10. NOTICES
10.1 All notices given or required under this first addendum shall
be deemed sufficient if sent by certified mail, return receipt requested, to the
addresses of the consultants and to the city specified in this first addendum, unless
either party shall specify to the other party a different address for the giving of the
notices, as identified in section 11 below.
11. CONTRACTING OFFICER REPRESENTATION
11.1 For the purposes of this first addendum, the contracting
officers are as follows:
To the city: The City of South Miami
6130 Sunset Drive
South Miami, Florida 33143
Attention: Maria Davis, City Manager
To consultants: HTE VAR, LLC.
3168 Mercer University Drive
Suite 100
Atlanta, Georgia 30341
Attention:
Page 4 of 6
IBM Credit, LLC.
One North Castle Drive
Armonk, New York 10504
Attention: Thomas Langan
IBM Credit Corporation
One North Castle Drive
Armonk, New York 10504
Attention: Thomas Langan
International Business Machines Corporation
800 N. Frederick Avenue
Gaithersburg, Maryland 20878
Attention:
11.2 An individual or delegated committee will be designated to
represent the city in all matters pertaining to the work as it progresses.
Interference by unauthorized individuals must be controlled so as no to impede the
smooth progress of the work. Consultants shall review all work to be
accomplished with project representative to preclude misunderstandings.
12. EXAMINATION AND RETENTION OF CONTRACTOR'S
RECORDS
12.1 The city, or any of their duly authorized representatives, shall,
until 3 years after final payment under this first addendum, have access to and the
right to examine any of the consultants' books, ledgers, documents, papers, or
other records involving transactions related to this first addendum for the purpose
of making audit, examination, excerpts, and transcriptions.
12.2 The right to access and examination of records in subsection
12.1 shall continue until disposition of any mediation, claims, litigation or appeals.
13. WARRANTY OF AUTHORITY
13.1 The signatories to this first addendum warrant that they are
duly authorized by action of their respective city commission, board of directors or
other authorized entity to execute this first addendum and to bind the parties to the
promises, terms, conditions and warranties contained in this first addendum.
Page 5 of 6
VPB
Consultants
14. MISCELLANEOUS PROVISION
14.1 In the event a court must interpret any word or provision of
this first addendum, the word or provision shall not be construed against either
party by reason of drafting or negotiating this first addendum.
IN WITNESS WHEREOF, the parties to this first addendum, acting
through their duly authorized officers, have executed this first addendum to the
agreements attached as composite exhibit 1 as of the date first written above.
CITY OF SOUTH MIAMI, HTE VAR, LLC.
a municipal corporation of the
State of Florida
0
Maria Davis,
City Manager
IBM CREDIT, LLC.
0
IBM CREDIT CORPORATION
0
INTERNATIONAL BUSINESS
MACHINES CORPORATION
0
Page 6 of 6
Consultants
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IBM Easy Access for Higher Education Vertical VAR - United States Page 1 of 1
About IBM I Privacy I Terms of use I Contact
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Company Name:
Vertical VAR
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SPURS Vendor Number:
F582568306001
Contact Name:
Bill Boyle
Request a quote
Street Address or P.O. Box:
3168 Mercer University Dr., Suite 100
Promotions
City, State, Zip:
Chamblee, GA 30341
E -mail Address:
billboyle @verticalvar.com
Events
Internet Homepage Address:
www.verticalvar.com
e -tools
Phone Number:
1- 770 - 216 -4425
Toll free Number:
n/a
Ordering Fax Number:
1- 407 - 650 -2963
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Fed ID Number:
58- 2568306
Sales & support
Remit Address (For POs):
3168 Mercer University Dr., Suite 100
1- 800 -426 -1751
City, State, Zip (For POs):
Chamblee, GA 30341
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h-ftp://www.myflorida.com/st—contracts/25000003 1/ 11/24/2004
TO: Martin Barr, HTE VAR
FROM: Gene Zamoski, Information Technologies Director
DATE: August 20, 2003
SUBJECT: Implementation of new iSeries
Dear Martin,
City of Pompano Beach
Information Technologies Department
100 West Atlantic Blvd.
Pompano Beach, FL 33060
(954) 786 -4530 FAX (954) 786 -4532
I.T. MEMO NO. 66-03
Thank you and all the staff at HTE VAR, which has had a role in the implementation of our new iSeries.
It's been a pleasure working with you, from the initial stages of working on a configuration and proposal
to the delivery and implementation.
HTE VAR's knowledge of the iSeries and AS /400 hardware along with your understanding of the
operating system and our HTE applications has proved to be a winning combination for a successful
installation. The willingness of your implementation staff (Dean Bentle) to schedule an after hours
installation decreased our down time significantly - most of our users have only been aware that the
system is faster.
The State of Florida pricing, I.B.M. discounts and price breaks from your company gave the City of
Pompano Beach exceptional deal that we could not pass up.
I would be happy to recommend your services to any SunGard HTE customer wishing to upgrade or
implement an iSeries.
Thanks again
CONTRACT
Page 1 of 2
This Contract, effective the last date signed below, is by and between the State of Florida,
Department of Management Services ( "Department "), an agency of the State of Florida with
offices at 4050 Esplanade Way, Tallahassee, Florida 32399 -0950, and * * * * * * .. ( "Contractor ").
The Contractor responded to the Department's Invitation for Bid No. 52- 250 -000 -B for
Information Technology Hardware. The Department has determined to accept the Contractor's
bid and to enter into this Contract in accordance with the terms and conditions of the solicitation.
Accordingly, and in consideration of the mutual promises contained in the Contract
documents, the Department and the Contractor do hereby enter into this Contract, which is a
state term contract authorized by section 287.042(2)(a) of the Florida Statutes (2001).
Contractor is authorized to offer products in the following (sub)categories: * * * * *.
The term of the Contract is from the effective date to July 31, 2005. The Contract
consists of the following documents, which, in case of conflict, shall have priority in the order
listed, and which are hereby incorporated as if fully set forth:
Any written amendments to the Contract
This document
Technical Specifications
Instructions to Bidders
0 General Conditions
Any purchase order under the Contract
Contractor's bid
STATE OF FLORIDA,
DEPARTMENT OF MANAGEMENT SERVICES
Date
Approved as to form and legality by the Department General Counsel's Office:
[CONTRACTOR]
By:
Its:
Date
Date
IT,Hardwar* Ho
http://www.myflorida.com/st—contracts/25000003 1/CONTRACT`/`20GENERIC.htm 11/24/2004
Technical Specifications
Technical Suecifications
Contents
Page 1 of 7
2.01 Eligible Hardware
2.02 Eligible Brands
2.03 Additional Eligible Brands
2.04 Video Teleconferencing Systems and Video Bridging Equipment Specification
2.05 Standard Support Levels
2.06 Additional Support -Video Teleconferencing and Video Bridging Equipment
2.07 Refurbished and Remanufactured Product
2.01 Eligible Hardware: The Contract shall include hardware products grouped within the
following categories:
Personal Computers
Ab
Thin Clients
Servers
Connectivity Devices
1 Uninterruptible Power Supplies and Surge Suppressors
Storage Devices
Printers
Videoconferencing Systems and Video Bridging Equipment
t.
Firewalls
Hardware subcategories are identified below under "Eligible Brands" and on the bid tables.
In addition, during the term of the Contract, Contractors may offer hardware components
normally associated with the product category or subcategory they are authorized to offer,
provided (1) they shall do so at the same or greater percentage price discount offered for the
category or subcategory and (2) the product does not fall within another category or subcategory
that the Contractor is not authorized to offer. For example, a Contractor authorized to offer
Personal Computers may offer monitors, keyboards, mice, memory upgrades, pen plotters,
scanners, CD -ROM drives, data storage, CPU upgrades, digital cameras, handheld computers,
monitors, expansion cards, modems, speakers and other standard system components; the
Contractor shall not, however, offer printers, unless authorized to do so either as a direct bidder
under those categories or as a reseller certified by a direct bidder under those categories.
Contractors shall also offer at the same or greater percentage price discount, and either installed
or uninstalled at the Customer's option, software necessary or reasonably related to their
authorized hardware; for example, operating systems, productivity suites, communications, etc.
Contractors may also install preconfigured software loads provided by the Customer.
This additional hardware and software option is for the convenience and benefit of Customers
and Contractors. The intent of the option is to promote "one -stop shopping" for both basic and
enhanced systems. The Department reserves the right to prohibit the sale of any and all
additional products if the Department determines, in its sole discretion, that a Contractor is
abusing the option to circumvent Contract pricing or to offer products it is not authorized to
offer. In any "bundled deal," Customers are encouraged to review pricing carefully, to purchase
http://www.myflorida.com/st—contracts/25000003 I/Technical%2OSpecifications.htm 11/24/2004
Technical Specifications
Page 2 of 7
products that meet their needs at the lowest net delivered costs, and to report any problems to the
Contract Specialist.
The Department reserves the right to increase or decrease the number of authorized hardware
categories and subcategories as markets change and new technologies emerge.
2.02 Eligible Brands: Only the following brands shall be eligible for bid within each category
and subcategory, unless a bidder satisfies the criteria outlined below under paragraph 2.03,
"additional eligible brands." Particular products within each brand are identified on the bid
tables included in section 4.0 of these solicitation documents; bidders may offer those products
most closely associated with the identified products as of the date bids are due.
Personal Computers
• Desktop PCs: Acer, Compaq, Dell, Fujitsu/Siemens, Gateway, Hewlett-
Packard, IBM, Micron, and NEC
• Portable PCs: Acer, Compaq, Dell, Fujitsu /Siemens, Gateway, Hewlett-
Packard, IBM, NEC, and Toshiba
• Workstations: Compaq, Dell, Fujitsu /Siemens, Hewlett- Packard, IBM, and
SGI
• PC Servers: Compaq, Dell, Fujitsu/Siemens, Gateway, Hewlett - Packard,
IBM, and NEC
• Thin Clients: Acer, Boundless Technology, Cedar Systems, Compaq, IBM,
Neoware, Netier and Network Computing Devices
9 Servers
• Enterprise Servers: Compaq, Fujitsu /Siemens, Hewlett- Packard, IBM, NCR,
Sun, and Unisys
• Midrange Servers: Bull, Compaq, Fujitsu /Siemens, Hewlett- Packard, IBM,
and Sun
• Entry -Level Servers: Bull, Compaq, Fujitsu/Siemens, Hewlett- Packard,
IBM, and Sun
• Server Appliance for Internet Applications: CacheFlow, Compaq, Dell,
Hewlett- Packard, IBM, NETmachines, Network Appliance and Sun
Connectivity Devices
• Network Routers: 3Com, Alcatel, Cisco, Enterasys, Erricsson, Juniper,
Lucent, Netgear, and Nortel
• Network Switches: 3Com, Alcatel, Avaya, Cisco, D -Link, Enterasys,
http://www.myflorida.com/st—contracts/25000003 I/Technical%2OSpecifications.htm 11/24/2004
Technical Specifications
Page 3 of 7
Extreme Networks, Foundry Networks, Hewlett- Packard, Marconi, Netgear,
Nortel, and SMC
NV Uninterruptible Power Supplies and Surge Suppressors: American Power
Conversion, Best Power, Exide Electronics Group, IntelliPower, and TrippLite
Storage Devices
Disk Array: Compaq, EMC, Fujitsu/Siemens, Hewlett- Packard, Hitachi,
IBM, LSI, Storage Technology, and Sun
• Optical: FileNET, Hewlett- Packard, Plasmon LMS and Maxoptic
• Tape Products: ADIC, Benchmark, Compaq, Dell, Ecrix, Exabyte, Hewlett-
Packard, IBM, Overland Data, Quantum/ATL, Seagate, Sony, Storage
Technology, Sun, and Tandberg
AN
Printers
• Production Printers: Canon, Heidelburg, IBM, OCE, Xeikon, and Xerox
• Workgroup Printers: Canon, Hewlett - Packard, IBM, Lexmark, Minolta-
QMS, OCE, Oki Data, Ricoh, Sharp, and Xerox
Ab
Videoconferencing Systems and Video Bridging Equipment: NEC, PictureTel,
Polycom, Sony, Tandberg, WON and VTEL
A Firewalls: Atipa, Axent Technologies, BorderWare Technologies, CyberGuard,
Equant Integration Services, eSoft, Freemont Avenue Software, IBM, InfoExpress,
Internet Appliance, Livermore Software Laboratories, Netscreen Technologies,
NetWolves, PGP Security, Solsoft, SonicWall, Symantec, Tiny Software,
WatchGuard Technologies, Zone Labs and Zyan Communications.
2.03 Additional Eligible Brands: In addition to the foregoing brands, the Department will
consider other manufacturers' brands. To be eligible for consideration, a bidder must
conclusively demonstrate, by documentation submitted with its bid in the manner and time
described in the Instructions to Bidders, either (1) for all categories except Video
Teleconferencing, that the brand offers products comparable to those identified and that it
satisfies the criteria for "other" brands specified on the bid table for that particular category (for
example, a minimum installed base, greater percentage of market share, etc.), or (2) for Video
Teleconferencing Systems and Video Bridging Equipment, that the brand complies with the
following specification (section 2.04).
2.04 Video Teleconferencing Systems and Video Bridging Equipment Specification
Standard Protocols
International Telecommunication Union - Telecommunication Standardization Sector (ITU T)
H.221 Frame structure for a 64 to 1920 kbit /s channel in audiovisual teleservices
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H.224
A real time control protocol for simplex applications using the H.221
LSD/HSD /MLP channels
H.230
Frame - synchronous control and indication signals for audiovisual systems
H.231
Multipoint control units for audiovisual systems using digital channels up
to 1920 kbit /s
H.242
System for establishing communication between audiovisual terminals
using digital channels
up to 2 Mbit /s
H.243
Procedures for establishing communication between three or more
audiovisual terminals using digital channels up to 1920 kbit /s
H.261
Video CODEC for audiovisual services at p x 64 kbit /s
H.263
Video coding for low bit rate communication
H.281
A far end camera control protocol for videoconferences using H.224
H.320
Narrow -band visual telephone systems and terminal equipment
H.323
Packet -based multimedia communications systems
G.711
Pulse code modulation (PCM) of voice frequencies
G.722
7 kHz audio - coding within 64 kbit /s
G.728
Coding of speech at 16 kbit/s using low -delay code excited linear
prediction
T.120 Data protocols for multimedia conferencing
Copies may be obtained from:
International Telecommunication Union
List of ITU -T Recommendations
www.itu. int /publications
In systems where equipment of different manufacturers is proposed, the Contractor is responsible
for insuring the compatibility of the equipment to be purchased, including any required tests or
demonstrations.
The teleconferencing equipment covered by this specification shall be supplied with all
necessary software and AC power cord. The Contractor shall provide the Customer with any
assistance required in selecting the necessary equipment, options, and accessories needed to
configure teleconference systems meeting user needs.
CODEC
Diagnostics: All CODEC's shall include diagnostics for local use. Specific diagnostics must be
listed that are available either remotely or locally.
Software Updates: As a part of the warranty in the first year and under any maintenance
agreement thereafter, software updates for CODEC's purchased under this specification shall be
updated, at no cost to the Customer, in a timely manner to adhere to new standards when they are
incorporated by the Contractor.
Auto - Answer: The CODEC shall be capable of engaging in a videoconference automatically
when called or connected.
Transmission Data Rates /Standards: The CODEC shall be capable of supporting ITU -T
standards H.320 or H.323 or both (i.e., dual compliant). An H.320 compliant CODEC shall be
capable of full duplex, color video and integrated audio for transmission across industry standard
telephone facilities (T -1 and ISDN) with transmission rates of at least 112 Kbps. An H.323
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Technical Specifications
Page 5 of 7
compliant CODEC shall be capable of full duplex, color video and integrated audio transmission
across LAN /WAN facilities at transmission rates of at least 128 Kbps.
CODEC Video: The CODEC shall have picture resolution of no less than 352 x 288 pixels at full
CIF (FCIF), and shall support picture -in- picture or windowing. The CODEC shall be capable of
being connected to a video bridge for multi -room conferences.
CODEC Audio: The CODEC audio system shall:
be full duplex, have active echo cancellation, and be simple to tune for a particular
room;
be compatible with other video conferencing systems;
allow normal conversation between rooms as if the users were in the same location;
allow users to talk from both ends at the same time, with interruptions to either parry,
without clipping, distortion, or loss of contents;
have privacy or mute function capability from the system control unit;
support the requirement of a bridge or virtual bridge for multi -room conferencing;
provide for "Lip Sync" between the video and audio and allow volume adjustments
from the CODEC control unit; and
contain the audio amplifiers, echo canceller, and combiner either internal to the
CODEC or by the use of external equipment, as well as the control switching
functions for both audio and video.
Video Bridging Equipment
General: The video bridging equipment covered by this specification shall be supplied with all
necessary hardware, software, and cables needed to connect to the network and AC power. The
video bridge shall be configured according to the Customer's requirements at the time of order.
Minimum Requirements
Video Compression Algorithms: Video bridges shall be capable of integrating signals from ITU -
T H.320 and /or H.323 compliant CODECs and support ITU -T H.231 (Multipoint control units
for audiovisual systems using digital channels up to 1920 kbit /s); and be able to link at least three
(3) H.320 and /or H.323 CODECs. Video bridges shall also be compatible with ITU -T H.243
(Procedures for establishing communication between three or more audiovisual terminals using
digital channels up to 1920 kbit /s) for control procedures between H.231 video bridges and
H.320/H.323 CODECs.
Cascading: All ITU -T H.320 video bridges shall accept a minimum of three simple video bridge
cascades.
Switching: All video bridges shall support ITU -T H.243 (Procedures for establishing
communication between three or more audiovisual terminals using digital channels up to 1920
kbit /s) voice activated switching (sites are viewed as participants speak), and shall have chair
person controlled video switching (facilitators at sites select site to view).
Reservation and Diagnostics: The video bridge shall provide conference reservation features,
either by built -in software or by communication with an outside reservation system. The
reservation feature shall provide advanced scheduling capabilities with automatic dial up and /or
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Technical Specifications
Page 6 of 7
manual dial -in of conference sites, and ad hoc conferencing configurations. Additionally,
operational control and monitoring of multipoint conferences shall be included and shall provide
complete analysis and control of all conferences.
Audio Compression Algorithms: Video bridges must support at least the following ITU -T audio
coding schemes: G.711, G.722 and G.728.
2.05 Standard Support Levels: Contractors shall provide the following levels of support under
the Contract:
Inside delivery, with buyer set -up and installation
0 04anrinrrl mannfactnrer'c warranty
30 -day money back guarantee, return to Contractor, with no shipping charges or
restocking fee or comparable charges
Optional Support that may be offered on particular purchases:
r Contractor set -up and installation
- Warranty upgrade (to 5 -year maximum). Warranty upgrade may be purchased at
time of system purchase or during the warranty period
Warranty service response upgrade, e.g.; maximum 4 -hour response and /or 8 -hour
response
Optional support levels resulting in increased cost to Customers shall be clearly and separately
identified on the Contractor's authorized product and price list. Integrated components shall
carry the same support level and warranty provisions as the system (by way of non - exclusive
example, monitors, keyboards, mouse and trackball, expansion boards, network interface cards,
internal modems, and multimedia). Customers shall not be required to purchase maintenance
from Contractor and may enter into separate agreements for maintenance and support with
persons other than Contractor.
2.06 Additional Support -Video Teleconferencing and Video Bridging Equipment
In addition to the Standard Support Levels referenced above, the following minimum Customer
training is required. The cost of this training shall be included in the purchase price of the
equipment.
Video Teleconferencing Equipment:
When requested by the Customer, the Contractor shall provide on -site training in the
use of the new equipment at each of the Customer's videoconference rooms.
Training shall include all aspects of equipment operation, including basic problem
identification, and shall include operating instructions and system documentation.
Training sessions shall be at least one hour in length, and may be consolidated with
the Customer's approval for multiple systems delivered to the same location, e.g., a
building or campus. Training dates and times shall be coordinated with the
Customer.
0 do
Video Bridging Equipment:
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Technical Specifications
Page 7 of 7
When requested by the Customer, and for each video bridging equipment package
purchased, the Contractor shall provide on -site technical and operational training for
at least one system administrator. The training session shall be at least four hours in
length. Training shall include all required instruction manuals, technical documents,
and software, and shall cover all aspects of the programming and operation of the
equipment. This training may also be supplemented by user training at the
Contractor's facilities. Training dates and times shall be coordinated with the
Customer.
2.07 Refurbished and Remanufactured Product: The State encourages recycling and
conservation of resources. Toward this end, a Contractor may offer refurbished and
remanufactured product and product with refurbished and remanufactured components.
"Refurbished" means the product or component has been cleaned, resurfaced, re- engineered, and
returned to its original level of operation. " Remanufactured" means the product or component
has been repaired or upgraded by incorporating used equipment, parts, or systems from
elsewhere. A CONTRACTOR SHALL CONSPICUOUSLY IDENTIFY ANY
REFURBISHED OR REMANUFACTURED PRODUCT OR COMPONENTS OFFERED
UNDER THE CONTRACT. Any such product shall be completely tested by the Contractor
and ready for installation, and shall be covered by the standard support levels specified in
sections 2.05 and 2.06. Customers should consider that lowest price does not always equate with
best value. Customers should consider the technical 'merits of used vs. new product, and should
weigh the merits against the capital and operational costs for the product's expected life cycle.
Unless a purchase order expressly specifies refurbished or remanufactured product or
components, the Contractor shall furnish new product only.
IT Hardware tore
http://www.myflorida.com/st—contracts/25000003 1 /Technical%20Specifications.htm 11/24/2004
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_—
Credit LLC
Customer Number: 1785876
Address
6130 SUNSET DR
MIAMI , FL 33143 -5040
CERTIFICATE OF ACCEPTANCE Page 1 of 2
IBM Office Address Agreement Number: COSMICC
ONE NORTH CASTLE DR Supplement No: DOOB96951
ARMONK , NY 10504
ATTN: THOMAS LANGAN
Customer Reference:
Summary Supplement No:
Location Leased /Financed Item Plant Order Contract Serial No. Manufacturer's Serial No
Customer Type Model or MES No. Description
1785876 5722 XW 1
ISERIES CLIENT ACCESS FA
1785876 9SSR 001 B426259 8426259
REMARKETED SERVICESUITE
1785876 9406 520
ESERVER 15
1785876 9994 001 8426260 B426260
VENDOR SOURCED PRODUCTS /SVCS
THE UNDERSIGNED ( "CUSTOMER ") IS A LESSEE OR CUSTOMER UNDER THE AGREEMENT REFERENCED ABOVE ( "AGREEMENT ") WITH
EITHER IBM CREDIT LLC OR INTERNATIONAL BUSINESS MACHINES CORPORATION (IN EITHER CASE, "IBM "). CUSTOMER REPRESENTS
AND CERTIFIES THAT THE ITEMS LISTED ABOVE, LISTED ON INVOICES ATTACHED, OR ITEMIZED ON AN ATTACHMENT TO THIS
CERTIFICATE OF ACCEPTANCE ( "ACCEPTED ITEMS ") HAVE BEEN ACCEPTED BY CUSTOMER ON THE ACCEPTANCE DATE INDICATED
BELOW AND LABELS, IF SUPPLIED, HAVE BEEN AFFIXED TO EACH ACCEPTED ITEM OF EQUIPMENT. CUSTOMER AUTHORIZES IBM TO
PAY CUSTOMER'S SUPPLIER FOR THE ACCEPTED ITEMS. AMOUNTS DUE UNDER THE AGREEMENT SHALL COMMENCE UPON THE
ACCEPTANCE DATE CUSTOMER INDICATES BELOW UNLESS OTHERWISE NOTED BY LESSOR ON THE SUPPLEMENT. IF CUSTOMER IS
SUBJECT TO PROCUREMENT OR APPROPRIATION LAWS OR REGULATIONS, CUSTOMER REPRESENTS AND CERTIFIES THAT IBM'S
DIRECT PAYMENT TO CUSTOMER'S SUPPLIER FOR THE INVOICE AMOUNTS INDICATED ON THIS CERTIFICATE OF ACCEPTANCE WILL BE
IN FULL COMPLIANCE WITH ANY AND ALL RELEVANT STATE LAWS AND REGULATIONS OR ANY OTHER LEGAL REQUIREMENTS
RELATING TO CUSTOMER'S PROCUREMENT OR APPROPRIATION ACTIVITIES. NUMBERS FOR
IN ORDER FOR THIS OF EACH ACCEPTED ITEMEOFFEQUIPMENT.CCUS CUSTOMER UTHORIZESTIBM� O CUSTOMER COMPLE EUOR UPROVIDE IBM WITH PDATE ANY EQUIPME TL IDENTIFICATION
INFORMATION ON THE REFERENCED AGREEMENT OR SUPPLEMENT TO THE AGREEMENT FOR ANY ACCEPTED ITEM OF EQUIPMENT
WITHOUT FURTHER ACTION OR CONSENT BY CUSTOMER.
DELIVERY OF AN EXECUTED COPY OF THIS CERTIFICATE OF ACCEPTANCE BY FACSIMILE OR ANY OTHER RELIABLE MEANS SHALL BE
DEEMED TO BE AS EFFECTIVE FOR ALL PURPOSES AS DELIVERY OF A MANUALLY EXECUTED COPY. CUSTOMER UNDERSTANDS THAT
IBM MAY MAINTAIN A COPY OF THIS CERTIFICATE IN ELECTRONIC FORM AND AGREES THAT A COPY PRODUCED FROM SUCH
ELECTRONIC FORM OR BY ANY OTHER RELIABLE MEANS (FOR EXAMPLE, PHOTOCOPY, IMAGE OR FACSIMILE) SHALL IN ALL
RESPECTS BE CONSIDERED EQUIVALENT TO AN ORIGINAL. BY SIGNING BELOW, CUSTOMER REPRESENTS AND WARRANTS THAT
CUSTOMER'S NAME AS SET FORTH IN THE SIGNATURE BLOCK BELOW IS CUSTOMER'S EXACT LEGAL NAME AND THE INFORMATION
IDENTIFYING CUSTOMER'S STATE OF ORGANIZATION IS TRUE, ACCURATE AND COMPLETE IN ALL RESPECTS.
ACCEPTANCE DATE:
Accepted by: CITY-OF-SOUTH-MIAMI ___ ------------- __---
Customer
By:
State of Organization:
Authorized Signature
Name (Type or Print)
PLEASE RETURN TO IBM OFFICE ADDRESS LISTED ABOVE
WITHIN 10 DAYS OF RECEIPT
Z125- 5137 -13 (03/03)
CERTIFICATE OF ACCEPTANCE Page 2 of 2
Credit LLC
Customer Number: 1785876
Address IBM Office Address Agreement Number: COSMICC
6130 SUNSET DR ONE NORTH CASTLE DR Supplement No: DOOB96951
MIAMI FL 33143 -5040 ARMONK , NY 10504
ATTN: THOMAS LANGAN
Customer Reference:
Summary Supplement No:
Location Leased /Financed Item Plant Order Contract Serial No. Manufacturer's Serial No.
Customer Type Model or MES No. Description
Supplier Invoice Information (Invoices May Be Attached)
Supplier Invoice Number Invoice Date Invoice Amount
1.
2.
3.
4.
5.
6.
TOTAL 1 0.00
Z125- 5137 -13 (03/03)
Services Agreement
Project Description
HTE VAR, L.L.C. is a Vertical VAR Company and is wholly owned by Vertical VAR, LLC and it's employees.
Vertical VAR, L.L.C. (We) agree to provide Services described in a Statement of Work below or in an Attachment to our
Customer (You) under the terms of this Agreement. You are responsible for project management and for any results achieved,
unless specified otherwise in the Statement of Work. We do not provide Services under the terms of your purchase order.
Services are provided and billed either on an hourly ( "Hourly Services ") or on a fixed -price ( "Fixed -Price Services ") basis.
For Hourly Services, the Statement of Work specifies the hourly rate, the estimated hours and estimated expenses required to
complete the project. This estimate is not a fixed -price commitment. Charges will equal the actual hours worked times the
hourly rate, plus actual expenses and applicable sales taxes.
For Fixed -Price Services, the Statement of Work specifies the fixed -price and estimated expenses. This expense estimate is
not a fixed -price commitment. Charges will equal the fixed -price plus actual expenses and applicable sales taxes.
Statement of Work
Project Name: New 15 Installation and SunGard HTE Application Migration
❑ Hourly Services: Hours x $175.00 per Hour = Estimated Total Charges
OR
® Fixed -Price Services: 5 5$ , 00.00 Invoiced Upon Product Start
Estimated Expenses: $1,000.00 Travel & Living and $0.00 Other Expenses
Estimated Start Date:12 11104 End Date:12/31104
This Project Description, the Statement of Work and the Additional Terms on page 2 form our complete agreement (the
"Agreement") regarding these Services and replace any prior oral or written communication between us. By signing below, both
of us agree to these terms.
Agreed to: (Customer legal name & address)
City of South Miami
6130 Sunset Dr.
South Miami, FL 33143
Authorized Signature
Name (print):
Revised 12 -12 -00
Agreed to:
HTE VAR, LLC.
3168 Mercer University Dr.
Suite 100
Atlanta, GA 30341
Authorized Signature
Name (print):
Agreement Number:20041029BB
Services Agreement
Billing
For Hourly Services, the minimum billing increment is fifteen (15) minutes. However, there will be a one -hour minimum for each day in which
Services are provided on -site and a fifteen (15) minute minimum for each day in which Services are provided by telephone. We may
increase our hourly billing rate and minimums by giving you three (3) months' written notice.
Hourly Services are invoiced weekly as the work progresses. Fixed -Price Services are invoiced as specified in the Statement of Work.
Travel and other expenses are invoiced weekly and will comply with Florida statutes and guidelines for expenses.
Charges for Services and expenses are due within 30 days from the invoice date. Amounts past due are subject to a late payment charge of
1.0% per month. You agree to pay accordingly.
You agree to pay applicable sales taxes or supply exemption documentation.
Project Completion and/or Termination
Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize
additional hours or an extension of the end date. In the event that additional hours are not authorized for incomplete project which is
provided on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed -Price Services will end when the tasks
described in the Statement of Work are complete.
Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement,
including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical.
You agree to pay for all Services we provide, all materials (including programs, program listings, documentation, reports or other similar
works of authorship) we deliver and all expenses we incur through the project's termination, including charges we incur in terminating
subcontracts.
Customer Obligation
You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also
provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the
Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete, or when we have provided the
estimated number of hours of Services for Hourly Services (unless additional hours are authorized), whichever comes first.
Subcontractors
We have the right subcontract any part of the Services to a third party as we deem appropriate, provided that we will remain ultimately
responsible for the Services, subject to the terms of this Agreement.
Changes to Statements of Work
The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization
will prevail over those of the Project Description, the Statement of Work and any previous Change Authorizations.
Warranty
We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry. WE DO NOT
PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant
uninterrupted or error free operation of any Service.
Limitation of Liability
In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim
damages from us, we are liable only for an amount no greater than the sum of all payments you have made to us. This limit also applies to
liabilities of any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible. Under no
circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or
2) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their
possibility.
Disputes
The laws of the State of Florida govern this Agreement. Any controversy or claim rising out of or relating to this Agreement, or the breach of
this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association at a hearing in Miami,
Florida. A judgment of a court having jurisdiction may be entered upon the arbitrator's award. The City of South Miami does not waive
sovereign immunity except to the extent provided for under this contract or for an award of prejudgment interest; provided, however, that in
any action arising out of or to enforce this contract, the prevailing party shall be entitled to its reasonable attorney's fees and costs.
Relation with HTE, Inc.
HTE VAR and HTE, Inc. a Florida corporation, are independent contractors. Neither parry is the agent of the other. Neither party is
authorized to make any representations or create any obligation or liability on behalf of the other party.
Revised 9 -13 -00
goServices Agreement
Acknowledgement of Completion of Services
Customer hereby acknowledges that the Services required to be provided under Services Agreement No. have
been completed, and such Services are hereby accepted.
[name of Customer]
By:
Name:
Title:
Date:
Revised 9 -13 -00 3
Venue: This agreement shall have been deemed to have been executed within the State of
Florida. The validity, construction, and effect of this Agreement shall be governed by the laws of
the State of Florida. Any claim, objection or dispute arising out of this Agreement shall be
litigated in Dade County, Florida.
Agreed to:
City of South Miami
Authorized Signature
Agreed to:
International Business Machines Corporation
By:
Authorized Signature
Name (type or print)
Date: Date:
Name (type or print)
== = Statement of Work for Services
Acauired from an IBM Business Partner
ServiceSuite
1. Scope of Services
We will provide to you the Services described in this Statement of Work for the Machines we specify (called "Eligible Machines "). We will identify
the Eligible Machines, and the Services that apply to them, in a Schedule to this Statement of Work. The Schedule will also identify the Specified
Locations at which the Services will be provided. A Specified Location may be your entire information processing environment, or a portion thereof,
which may be resident at multiple sites or a single building.
This Statement of Work is designed to enable you to contract for a wide range of Services that apply for your Eligible Machines and the Programs
that run on those Machines. To allow for maximum flexibility enabling you to add Services as needed, basic terms regarding our relationship are
included as well as more specific terms that apply for Machine maintenance and Program support Services. The specific terms regarding Machine
maintenance and Program support Services apply only when you have contracted for an associated Machine maintenance Service or Program
support Service as specified in the Schedule.
These Services are available for Machines normally used for business, professional, or trade purposes, rather than personal, family, or household
purposes.
2. Contract Period
Start Date: 12 -01 -2004 End Date: 11 -30 -2007
Eligible Machines, Specified Locations, or new Services added to this Statement of Work following its Start Date will assume the remaining portion
of the existing contract period.
Renewal Contract Period (years): 3
We will renew the Services that apply for each Specified Location on the Contract Period End Date for the number of years (called the 'Renewal
Contract Period ") specified above.
Thereafter, we will automatically renew for the same length periods unless you notify us and your IBM Business Partner in advance of your desire
to change the length of the renewal. Either of us can select not to renew by providing written notification (at least one month prior to the end of the
current contract period) to the other and to your IBM Business Partner of their decision not to renew.
Each of us agrees that the complete agreement between us about this transaction consists of 1) this Statement of Work and its Schedules, 2) supplemental
terms referenced herein, and 3) the IBM Agreement for Services Acquired from an IBM Business Partner (or any equivalent agreement in effect between
us) identified below.
Agreed to:
City of South Miami
By
Name (type or print):
Date:
Authorized signature
Customer Company address:
6130 Sunset Drive
South Miami, FL 33143
Telephone number:
Billing Address:
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
Agreed to:
International Business Machines Corporation
By
Authorized signature
Name (type or print):
Date:
Statement of Work number: AOOWNF
Agreement number:
Customer number: TTDFOWNF
IBM Address:
800 N. FREDERICK AVENUE
GAITHERSBURG, MD 20878
After signing, please return a copy of this Attachment to the "IBM address" shown above.
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3.
4.
5.
6.
Your Responsibilities
You agree:
1. to provide your IBM Business Partner with an inventory in which you identify all Eligible Machines to be covered at each Specified Location.
All Eligible Machines of the same type at a Specified Location must be included in the coverage. You also agree to identify all Eligible Machines
for which we are to provide warranty service;
2. to notify your IBM Business Partner whenever you wish to add Eligible Machine types to an existing Specified Location or set up new Specified
Locations;
3. to return to IBM all defective CRUs (from covered Eligible Machines) within 30 days of your receipt of the replacement CRU. A "CRU" is a
Machine part which is designated as a Customer Replaceable Unit (e.g. keyboards, memory, or hard disk drives). IBM provides CRUs to you
for replacement by you;
4. to ensure that any access codes we provide to you are used only by those who are authorized to do so;
5. to provide your IBM Business Partner with information we request which is related to our provision of these Services to you and notify your IBM
Business Partner of any changes;
6. to allow International Business Machines Corporation and its subsidiaries to store and use your business contact information, including names,
business phone numbers, and business e-mail addresses, anywhere they do business. Such information will be processed and used in
connection with our business relationship, and may be provided to contractors acting on IBM's behalf, IBM Business Partners who promote,
market and support certain IBM products and services, and assignees of International Business Machines Corporation and its subsidiaries for
uses consistent with our business relationship;
7. to use any electronic diagnostic and service delivery facilities we provide to you only in support of Eligible Machines identified in the Schedule
to this Statement of Work;
8. that electronic access to our support centers and certain databases may require a separate network services agreement;*
9. to pay any communications charges associated with accessing these Services unless we specify otherwise;
10. to use the information obtained under these Services only for the support of the information processing requirements within your Enterprise;
and
11. that your acceptance of any software Services does not alter your responsibilities for Distributed System License Option licenses.
Whenever both of us agree to store repair parts at your Specified Location, you also agree:
to provide secure storage space for all parts stored at your Specified Location;
to provide IBM service technicians easy access to the secure storage space so that they may promptly store, Inspect, and remove the parts
whenever they deem necessary; and
that while in storage,
a. you are responsible for all loss or damage to the parts,
b. you will be separately charged for any parts that we find to be missing, used, or damaged, and
c. parts remain the property of IBM and will be subject to IBM parts control procedures and must be made available for return to IBM upon
our Request.
Mutual Responsibilities
If at any time either of us requests a review of the inventory count, each of us will cooperate in updating the last formal inventory.
Services Program License
The following terms apply to each Program we provide with a Service that is not otherwise accompanied by a license agreement.
We grant you a nonexclusive license to use the Program on the Eligible Machine we designate to assist us in problem determination or other
system support in conjunction with these Services.
If we do not supply a backup copy, you may make one copy of the Program for backup purposes provided you reproduce the copyright notice and
any other legend of ownership on the copy. The backup copy is subject to the same terms as the original. You may not 1) modify the Program's
machine readable instructions or data or merge them into another Program, 2) reverse assemble, reverse compile, or otherwise translate the
Program, 3) sublicense, assign, or transfer the license for the Program, or 4) distribute the Program to any third party. We provide the Program
WITHOUT WARRANTIES OF ANY KIND.
Your license terminates when 1) the Service terminates, is withdrawn or expires and is not renewed, 2) the Program is no longer needed to perform
the Service, or 3) the Eligible Machine which we designated for the Program is removed from productive use within your Enterprise.
We may terminate your license if you fail to comply with these terms.
Upon termination, you agree to destroy the Program and any backup copy you were given or made.
Automatic Inventory Increases
We will automatically increase the inventory count at a Specified Location whenever:
an Eligible IBM Machine is added to the inventory. If the Machine is under warranty when added, maintenance Services will commence at
warranty exit. If the Machine is not under warranty when added, maintenance Services will commence at the later of a) the date of installation
or b) the previous yearly anniversary of the start of the contract period. IBM Machines specifically excluded from coverage at contract period
start will remain outside the scope of this Statement of Work unless you request we add them during the contract period. However, all Eligible
IBM Machines added to your inventory during the contract period will be included in the inventory count and receive maintenance Services as
set out in this Section; or
an Eligible non -IBM Machine, of the same type as other non -IBM Machines already covered at that Specified Location, is added to the
inventory. If the Machine is under warranty when added, maintenance Services will commence at warranty exit. If the Machine is not under
warranty when added, maintenance Services will commence at the later of a) the date of installation or b) the previous yearly anniversary of
the start of the contract period.
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The maintenance Services that apply for these Machines will be the same as that which you are receiving for all other Eligible Machines of the same
type.
Newly installed IBM Machines of the same type for which you have already selected Warranty Service Upgrade will be added at date of actual
installation and will be covered at the same Warranty Service Upgrade support level.
7. Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. Your IBM Business Partner may impose an additional charge for some
actions, e.g., termination, or for our provision of some additional services, e.g., Service upgrades, additional Systems Administrators, additional
reports, or support for other Products. These actions or additional services are identified in this Statement of Work with an asterisk ( " * "). Where you
see an asterisk, check with your IBM Business Partner to determine if you will incur an additional charge. You will make payment directly to your
IBM Business Partner.
8. Termination
You have committed to continue Services for the entire contract period. However, you may terminate Services for an Eligible Machine, on notice
to us (copy to your IBM Business Partner), if you permanently remove it from productive use within your Enterprise. Otherwise, if you choose to
terminate Services and these are not being replaced by equivalent Services, you may do so by providing us one monthly written notice (copy to
your IBM Business Partner), after the Services have been covered under this Statement of Work for at least one year.*
9. Satisfaction Guarantee
If, for any reason, you are not completely satisfied with a Service we provide to you under this Statement of Work, notify us in writing within one
month of the time you first become dissatisfied. We will try to resolve the problem to your satisfaction. If we are unable to do so, you will receive
a credit equal to the prorated charge for the Service for the period of time you were dissatisfied.
10. Maintenance Services
Maintenance of IBM Machines
We will provide Service for Machines, as described in our Agreement, for those Eligible IBM Machines specified in the Schedule.
11. Support Services
!Series Software Services
IBM Software Maintenance for OS /400, 15 /OS and Selected Products
IBM will provide software maintenance support, as described below, for those Eligible Programs forwhich you are licensed and for which you order
this Service.
General:
1. IBM makes available to you the most current commercially available version, release or update to all of the Programs for which you acquire
support under this Service, should any be made available.
2. IBM provides you with assistance for your a) routine, short duration installation and usage (how -to) questions and b) code defect related
questions.
3. IBM provides assistance via telephone and, if available, electronic access, only to your information systems (IS) technical support personnel
during the normal business hours (IBM published prime shift hours) of your IBM support center. This assistance is not available to your end
users. IBM provides Severity 1 assistance 24 hours a day, every day of the year. Consult the IBM Software Support Guide, which may be
found at http�//techsut)i)ort.services.ibm.com/ciuides/handbook.htmi for details. A 24x7 all severity option is available at extra charge.
4. In some instances, IBM may request that you allow it to remotely access your system to assist you in isolating the software problem cause.
You will remain responsible for adequately protecting your system and all data contained therein whenever we remotely access it with your
permission.
5. This Service does not include assistance for a) the design and development of applications, b) your use of Programs in other than their
specified operating environment, or c) failures caused by products for which IBM is not responsible under this Service.
Eligible Programs: Licensed programs for which this Service is available are listed at htti)://www.ibm.com/services/silswm/ or may be obtained
from your IBM marketing representative.
Software Maintenance After License Fee: The Software Maintenance After License fee is a one time charge to resume Software Maintenance
if you a) did not renew this Service prior to the end of the then current support period or b) terminated this Service. The new support period in such
an instance begins on the date that IBM accepts your order.
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Agreement for Service
Acquired from an IBM Business Partner
Thank you for your business. We strive to provide you with high quality Services. If, at any time, you have any questions or problems, or are not completely
satisfied, please let us know. Our goal is to do our best for you.
IBM ( "we ") has signed agreements with certain organizations (called "IBM Business Partners ") to promote, market, and support certain Services. Some IBM
Business Partners also fulfill these functions through other remarketers who are not IBM Business Partners. However, for purposes of brevity in this
Agreement, when we use the term IBM Business Partner we mean IBM Business Partners and their remarketers. When the Customer ( "you ") orders our
Services under this Agreement from an IBM Business Partner, we are responsible for providing the Services to you under the warranties and other terms
of this Agreement. We are not responsible for 1)the actions of IBM Business Partners, 2) any additional obligations they have to you, or 3) any products
or services that they supply to you under their agreements. IBM Business Partners establish the price and terms at which they market IBM Services. In
the event that your IBM Business Partner is no longer able to offer our Services, for any reason, we will so notify you in writing. You may continue to receive
our Services by instructing us to transfer administration of your Service to either (1) another IBM Business Partner of your choice (who may require you to
first execute one of their agreements) who is approved to offer you our Services, or (2) us and signing a separate IBM agreement for services.
This IBM Agreement for Services Acquired from an IBM Business Partner (called the "Agreement') governs the Services you acquire from an IBM Business
Partner and we perform.
Part 1 - General
1.1 - Definitions
Enterprise is any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent. An Enterprise also includes the entities which
are mutually agreed -to in writing
Machine is a machine, its features, conversions, upgrades, elements, or accessories, or any combination of them. The term "Machine" includes an IBM
Machine and any non -IBM Machine (including other equipment) for which we may provide maintenance Services.
Materials are literary works or other works of authorship (such as programs, program listings, programming tools, documentation, reports, drawings, and
similar works) that we may deliver to you as part of a Service. The term "Materials" does not include licensed program products available under their own
license agreement
Service is performance of a task, provision of advice and counsel, assistance, or access to a resource (such as access to an information data base) we
make available to you.
PAGES 2 THROUGH 4 ARE ALSO PART OF THIS AGREEMENT. This Agreement and its applicable Attachments and Transaction Documents
are the complete agreement between us regarding these Services and replace any prior oral or written communications regarding these
Services. No machines or licensed program products are acquired under this Agreement. Such items are available only under the terms of 1)
the IBM Customer Agreement (or any equivalent agreement between us) or 2) the applicable third -party agreement. By signing below for our
respective Enterprises, each of us agrees to the terms of this Agreement. Once signed 1) any reproduction of this Agreement, an Attachment,
or Transaction Document made by reliable means (for example, photocopy or facsimile) is considered an original and 2) all Services you order
under this Agreement are subject to it.
Agreed to:
City of South Miami
By
Name (type or print):
Date:
Enterprise number:
Enterprise address:
6130 Sunset Drive
South Miami, FL 33143
Authorized signature
Agreed to:
International Business Machines Corporation
By
Authorized signature
Name (type or print)
Date:
Agreement number:
IBM Address:
800 N. FREDERICK AVENUE
GAITHERSBURG, MD 20878
After signing, please return a copy of this Agreement to the 'IBM address" shown above.
Z125- 5774 -00 02/98 (MK002) contract AOOWNF (prepared 10/28/04 21:57) Page 1 of 5
__ Agreement for Service
Acquired from an IBM Business Partner
1.2 - Agreement Structure
Attachments
Some Services have terms in addition to those we specify in this 'Agreement. We provide the additional terms in documents called "Attachments ", which
are also part of this Agreement. Attachments will be signed by both of us if requested by either of us. Your IBM Business Partner makes the Attachments
available to you for signature.
Transaction Documents
For each business transaction, your IBM Business Partner will provide you with the appropriate "Transaction Documents" that confirm the specific details
of the transaction. Transaction Documents will be signed by both of us if requested by either of us. The following are examples of Transaction Documents,
with examples of the information they may contain:
1. statements of work (scope of Services, responsibilities, deliverables, completion criteria and estimated schedule or contract period); and
2. supplements and order forms (Service type ordered, and contract period).
Conflicting Terms
If there is a conflict among the terms in the various documents, those of an Attachment prevail over those of this Agreement. The terms of a Transaction
Document prevail over those of both of these documents.
Our Acceptance of Your Request for Service
A Service becomes subject to this Agreement when we accept your request for Service from your IBM Business Partner by:
1. providing you a transaction document, or
2. providing the Service.
Your Acceptance of Additional Terms
You accept the additional terms in an Attachment or Transaction Document by doing any of the following:
1. signing the Attachment or Transaction Document
2. using the Service, or allowing others to do so; or
3. making any payment to your IBM Business Partner for the Service.
1.3 - Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. You will make payment directly to your IBM Business Partner. However, we
may charge you directly for expenses incurred to perform your Service request. e.g., actual travel and living expenses, out -of- pocket expenses. We will
not incur these expenses without your prior approval.
1.4 - Changes to the Agreement Terms
In order to maintain flexibility in our Services, we may change the terms of this Agreement by giving you three months' written notice. However, these
changes are not retroactive. They apply, as of the effective date we specify in the notice, only to new requests for Service and ongoing transactions. Part
3 of this Agreement contains additional provisions for changes to the terms of individual Service transactions. Otherwise, for a change to be valid, both of
us must sign it. Additional or different terms in any written communication from you are void.
1.5 - Limitations of Liability
Circumstances may arise where, because of a default on our part or other liability, you are entitled to recover damages from us. In each such instance,
regardless of the basis on which you are entitled to claim damages from us (including fundamental breach, negligence, misrepresentation, or other contract
or tort claim), we are liable for no more than
1. damages for bodily injury (including death) and damage to real property and tangible personal property; and
2. the amount of any other actual direct damages, up to the greater of U.S. $100,000 (or equivalent in local currency), or the charges (if recurring, 12
months' charges apply) you paid to your IBM Business Partner for the Service that is the subject of this claim.
This limit also applies to any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible.
Items for Which We are Not Liable
Under no circumstances are we or our subcontractors liable for any of the following;
1. third -party claims against you for damages (other than those under the first item listed above);
2. loss of, or damages to, your records or data; or
3. special, incidental; or indirect damages or for any economic consequential damages (including lost profits or savings), even if we are informed of their
possibility.
1.6 Mutual Responsibilities
Both of us agree that under this Agreement
1. neither of us grants the other the right to use its (or any of its Enterprise's) trademarks, trade names, or other designations in any promotion or
publication without prior written consent;
2. all information exchanged is non confidential. If either of us requires the exchange of confidential information, it will be made under a signed
confidentiality agreement;
3. each is free to enter into similar agreements with others;
4. each grants the other only the licenses and rights specified. No other licenses or rights (including licenses or rights under patents) are granted;
Z125- 5774 -00 02/98 (MK002) contract AOOWNF (prepared 10/28/04 21:57) Page 2 of 5
___ = Agreement for Service
Acquired from an IBM Business Partner
5. each may communicate with the other by electronic means and such communication is acceptable as a signed writing to the extent permissible under
applicable law. An identification code (called a "user ID ") contained in an electronic document is sufficient to verify the sender's identity and the
document's authenticity;
6. each will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations;
7. neither of us will bring a legal action more than two years after the cause of action arose unless otherwise provided by local law without the possibility
of contractual waiver or limitation; and
8. neither of us is responsible for failure to fulfill any obligations due to causes beyond its control.
1.7 - Your Other Responsibilities
You agree:
1. not to assign, or otherwise transfer, this Agreement or your rights under this Agreement, delegate your obligations, or resell any Service, without our
prior written consent. Any attempt to do so is void;
2. that you are responsible for the results obtained from use of the Services; and
3. to provide us with sufficient, free, and safe access to your facilities for us to fulfill our obligations.
1.8 - Agreement Termination
You may terminate this Agreement on written notice to your IBM Business Partner and to us following the expiration of termination of your obligations.
Either of us may terminate this Agreement on written notice to the other and to your IBM Business Partner, if the other does not comply with any of its terms.
Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to both of our
respective successors and assignees.
1.9 - Geographic Scope
All your rights and all our obligations are valid only in the United Stated and Puerto Rico, except that all licenses to Materials are valid as specifically
granted.
1.10 - Governing Law
The laws of the State of New York govern this Agreement. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or
limited by contract.
Part 2 Warranty Terms
2.1 - Warranty for IBM Services
For each IBM Service, we warrant that we perform it:
1. using reasonable care and skill; and
2. according to its current description (including any completion criteria) contained in this Agreement, an Attachment, or a Transaction Document.
2.2 - Extent of Warranty
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
2.3 - Items Not Covered by Warranty
We do not warrant uninterrupted or error -free operation of any deliverable or Service.
Unless we specify otherwise, we provide Materials and non -IBM Services WITHOUT WARRANTIES OF ANY KIND.
Part 3 - Services
3.1 - IBM Services
Services may be either standard offerings or customized to your specific requirements. Each Service transaction may include one or more Services that:
1. expire at task completion or an agreed upon date;
2. automatically renew as another transaction with a specified contract period. Renewals will continue until either of us terminates the Service; or
3. do not expire and are available for your use until either of us Terminate the Service.
3.2 - Personnel
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AM Agreement for Service
Acquired from an IBM Business Partner
Each of us will be responsible for the supervision, direction, and control of our respective personnel.
We reserve the right to determine the assignment of our personnel.
We may subcontract a Service, or any part of it, to subcontractors selected by us.
3.3 - Materials Ownership and License We will specify Materials to be delivered to you. We or third parties have all right, title, and interest (including
ownership of copyright) in Materials created during the Service performance period or otherwise (such as those that preexist the Service). We will deliver
one copy of the specified Materials to you. We grant you an irrevocable, nonexclusive, worldwide, paid -up license to use, execute, reproduce, display,
perform, and distribute, within your Enterprise only, copies of these Materials.
You agree to reproduce the copyright notice and any other legend of ownership on any copies made under the license granted in this Section.
Any idea, concept, know -how, or technique which relates to the subject matter of a Service and is developed or provided by either of us, or jointly by both
of us, in the performance or a Service may (subject to applicable patents and copyrights) be freely used by either of us.
3.4 - Changes to Service Terms
We may change the terms of Services that are renewable or non - expiring by giving you three months' written notice. However, these changes are not
retroactive. They apply immediately to renewal transactions and as of the effective date we specify in the notice to all existing transactions. If we make a
change to the terms of a renewable Service that 1) affects your current contract period and 2) you consider unfavorable, at the request of your IBM Business
Partner, we will defer it until the end of that contract period.
When both of us agree to change any Services statement of work other than as described above, *we will prepare a written description of the agreed
change * (called a "Change Authorization "), which both of us must sign. The terms of a Change Authorization prevail over those of the statement of work
and any of its previous Change Authorizations.
3.5 - Renewal
Renewable Services renew automatically for a same length contract period unless either of us provides written notification (at least one month prior to the
end of the current contract period) to the other and to your IBM Business Partner of their intent not to renew.
3.6 - Termination and Withdrawal
Either of us may terminate a Service if the other does not meet its obligations concerning the Service.
You may terminate a Service transaction on one month's written notice to us and to your IBM Business Partner.*
We may withdraw a renewable or non - expiring Service or support for an eligible product on three months' written notice to you. If we withdraw a Service
for which you have prepaid and we have not yet fully provided it to you, your IBM Business Partner will give you a prorated refund.
Any terms which by their nature extend beyond termination or withdrawal remain in effect until fulfilled and apply to respective successors and assignees.
3.7 - Service for Machines
We provide certain types of repair and exchange Service either at your location or at a service center to keep Machines in, or restore them to, conformance
with their official published specifications. We may repair the failing Machine or exchange it at our discretion.
When the type of Service requires that you deliver the failing Machine to us, you agree to ship it suitably packaged (prepaid unless we specify otherwise)
to a location we designate. After we have repaired or exchanged the Machine, we will return it to you at our expense unless we specify otherwise. We are
responsible for loss of, or damage to, your Machine while it is 1) in our possession or 2) in transit in those cases where we are responsible for the
transportation charges.
You agree to:
1. obtain authorization from the owner to have us service a machine that you do not own; and
2. where applicable, before we provide service --
(a) follow the problem determination, problem analysis, and service request procedures that we provide,
(b) secure all programs, data, and funds contained in a machine, and
(c) inform your IBM Business Partner of changes in a Machine's location.
When Service involves the exchange of a Machine or part, the item we replace becomes our property and the replacement becomes yours. You represent
that all removed items are genuine and unaltered. The replacement may not be new, but will be in good working order and at least functionally equivalent
to the item replaced. The replacement assumes the warranty of Service status of the replaced item. Before we exchange a Machine or part, you agree to
remove all features, parts, options, alterations, and attachments not under our service. You also agree to ensure that the item is free of any legal obligations
or restrictions that prevent its exchange.
Any feature, conversion, or upgrade we service must be installed on a Machine which is 1) for certain Machines, the designated, serial- numbered Machine
and 2) at an engineering- change level compatible with the feature, conversion, or upgrade.
* Check with your IBM Business Partner to determine if you will incur an additional charge for this.
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Agreement for Service
Acquired from an IBM Business Partner
Repair and exchange Services do not cover:
1. accessories, supply items, and certain parts, such as batteries, frames, and covers;
2. Machines damaged by misuse, accident, modification, unsuitable physical or operating environment, or improper maintenance by you;
3. Machines with removed or altered Machine or parts identification labels;
4. failures caused by a product for which we are not responsible; or
5. service of Machine alterations.
We manage and install engineering changes that apply to IBM Machines and may also perform preventive maintenance.
We provide maintenance Services for selected non -IBM Machines.
When you request maintenance Services under this Agreement, your IBM Business Partner will inform you of the date on which maintenance Services
will begin. We may inspect the Machine within one month following that date. If the Machine is not in an acceptable condition for service, you may have
us restore it, *Alternatively, you may withdraw your request for maintenance Services. *
* Check with your IBM Business Partner to determine if you will incur an additional charge for this.
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FIRST ADDENDUM TO I.T. SERVICES AGREEMENT
THIS FIRST ADDENDUM to the I.T. Services Agreement between the
City of South Miami ( "city ") and HTE VAR, LLC. ( "consultant ").
WHEREAS, the purpose of this first addendum to the agreements is to
supplement and revise the terms of the proposed agreements by consultant, which
are attached as composite exhibit 1.
NOW THEREFORE, in consideration of the sum of $10.00, the mutual
promises and covenants contained in this first addendum, and for other good and
valuable consideration, the receipt and legal sufficiency of which is acknowledged
by both parties, the parties agree as follows:
1. WHEREAS CLAUSES
1.1 The above whereas clauses are incorporated and made a part
of this first addendum to the agreements which agreements are attached as
composite exhibit 1.
2. ENTIRE AGREEMENT
2.1 This addendum to the agreements which are attached as
composite exhibit 1, when signed by all of the parties constitutes the full and
complete understanding and contradiction of its express terms. This addendum
and the incorporated attachment constitutes the entire understanding between the
parties and integrates by its terms and all previous contracts or understandings,
oral or written, between the parties. In the event of any conflict, the terms of this
addendum will govern over the provisions of any incorporated documents. Below
is listed the sections of the agreements which are being revised, and, or
supplemented by this first addendum:
3. WARRANTY
3.1 Consultant will meet the requirements of the warranties found
at http: / /www.ibm.com /support/warranties /us /.
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4. TRAVEL EXPENSES
4.1 Travel expenses are authorized to the extent and in an amount
authorized under Florida law.
5. SOVEREIGN IMMUNITY AND ATTORNEY'S FEES
5.1 The city does not waive sovereign immunity for any claim for
breach of contract or for an award of prejudgment interest; provided, however, that
in any action arising out of or to enforce this contract, the prevailing party shall be
entitled to its reasonable attorney's fees and costs.
6. JURISDICTION AND VENUE
6.1 For the purposes of this first addendum, Florida law shall
govern the terms of this contract. Venue shall be in Miami -Dade County, Florida.
7. INTEREST PAYMENTS DUE TO LATE PAYMENT
7.1 The city shall make payment to consultant within 30 days of
receipt of the original written invoice and sufficient backup documentation and
acceptance of the work by the city. Interest shall accrue on unpaid invoices as
provided by Florida Statutes Section 218.74.
7.2 Consultant shall not be entitled to any carrying charges or
finance fees due to late payment by the city.
8. INSURANCE AND INDEMNIFICATION
8.1 The city shall not be held liable or responsible for any claims
which may result from acts, errors or omissions of the consultant or its
subcontractors, suppliers or laborers. In reviewing, approving or rejecting any
submissions or acts of the consultant, the city in no way assumes responsibility or
liability for the acts, errors or omissions of the consultant or subcontractors.
8.2 The consultant shall not commence work under this first
addendum until it has obtained all insurance required by the city. The consultant
shall defend, indemnify and hold the city harmless from any and all claims,
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liability, losses, expenses and causes of action arising solely out of a negligent act,
error, or omission or misconduct of the consultant, or the consultant's
subcontractors, suppliers and laborers incident to the performance of the
consultant's services under this first addendum. The consultant shall pay all
claims, losses, fines, penalties, costs and expenses of any nature whatsoever
resulting from its intentional misconduct or negligence.
8.3 The consultant shall maintain during the term of this first
addendum the following insurance:
A. Comprehensive general liability insurance with broad form
endorsement, including automobile liability, completed operations and
products liability, contractual liability, severability of interest with
cross liability provision, and personal injury and property damage
liability with limits of $1,000,000.00 combined single limit per
occurrence for bodily injury and property damage. The policy or
policies shall name the city as additional insured and shall reflect the
hold harmless provision contained herein.
B. Workers' Compensation Insurance in compliance with Chapter
440, Florida Statutes, as presently written or hereafter amended.
C. The policies shall contain waiver of subrogation against the city
where applicable and shall expressly provide that the policy or policies
are primary over any other insurance that the city may have. The city
reserves the right to request a copy of the required policies for review.
All policies shall contain a " severability of interest" or "cross liability"
clause without obligation for premium payment of the city.
D. All of the insurance is to be placed with Best rated A -8 or better
insurance companies qualified to do business under the laws of the
State of Florida.
8.4 The consultant shall furnish certificates of insurance to the city
prior to the commencement of operations. The certificates shall clearly indicate that
the consultant has obtained insurance in the type, amount, and classification as
required for strict compliance with this section and that no reduction in limits by
endorsement during the policy term, or cancellation of this insurance shall be
effective without 30 days prior written notice to the city.
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8.5 Compliance with the foregoing requirements shall not relieve
the consultant of its liability and obligations under this first addendum.
9. SEVERABILITY
9.1 Should any section or any part of any section of this first
addendum be rendered void, invalid or unenforceable by any court of law, for any
reason, the determination shall not render void, invalid or unenforceable any other
section or part of any section of this first addendum.
10. NOTICES
10.1 All notices given or required under this first addendum shall
be deemed sufficient if sent by certified mail, return receipt requested, to the
addresses of the consultant and to the city specified in this first addendum, unless
either party shall specify to the other party a different address for the giving of the
notices, as identified in section 11 below.
11. CONTRACTING OFFICER REPRESENTATION
11.1 For the purposes of this first addendum, the contracting
officers are as follows:
To the city: The City of South Miami
6130 Sunset Drive
South Miami, Florida 33143
Attention: Maria Davis, City Manager
To consultant: HTE VAR, LLC.
3168 Mercer University Drive
Suite 100
Atlanta, Georgia 30341
Attention: Bill Boyle,
11.2 An individual or delegated committee will be designated to
represent the city in all matters pertaining to the work as it progresses.
Interference by unauthorized individuals must be controlled so as no to impede the
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smooth progress of the work. Consultant shall review all work to be accomplished
with project representative to preclude misunderstandings.
12. EXAMINATION AND RETENTION OF CONTRACTOR'S
RECORDS
12.1 The city, or any of their duly authorized representatives, shall,
until 3 years after final payment under this first addendum, have access to and the
right to examine any of the consultant's books, ledgers, documents, papers, or
other records involving transactions related to this first addendum for the purpose
of making audit, examination, excerpts, and transcriptions.
12.2 The right to access and examination of records in subsection
12.1 shall continue until disposition of any mediation, claims, litigation or appeals.
13. WARRANTY OF AUTHORITY
13.1 The signatories to this first addendum warrant that they are
duly authorized by action of their respective city commission, board of directors or
other authorized entity to execute this first addendum and to bind the parties to the
promises, terms, conditions and warranties contained in this first addendum.
14. MISCELLANEOUS PROVISION
14.1 In the event a court must interpret any word or provision of
this first addendum, the word or provision shall not be construed against either
party by reason of drafting or negotiating this first addendum.
IN WITNESS WHEREOF, the parties to this first addendum, acting
through their duly authorized officers, have executed this first addendum to the
agreements attached as composite exhibit 1 as of the date first written above.
CITY OF SOUTH MIAMI, HTE VAR, LLC.
a municipal corporation of the
State of Florida
Maria Davis,
City Manager
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Bill Boyle,
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SECOND ADDENDUM TO THE FIRST ADDENDUM TO
I.T. SERVICES AGREEMENT
THIS SECOND ADDENDUM to the first addendum to I.T. Services
Agreement between the City of South Miami ( "city ") and IBM Credit, LLC. for
the Term Lease Supplement and Certificate of Acceptance; the Term Lease Master
Agreement between the city and IBM Credit Corporation; the Agreement for
Service Acquired from an IBM Business Partner and Statement of Work for
Services Acquired from an IBM Business Partner and the city and International
Business Machines Corporation (collectively "consultants ").
WHEREAS, the purpose of this second addendum' to the agreements is to
supplement and revise the terms of the proposed agreements by consultants, which
are attached as composite exhibit 1 (IBM Credit, LLC; IBM Credit Corporation;
and International Business Machines Corporation).
NOW THEREFORE, in consideration of the sum of $10.00, the mutual
promises and covenants contained in this second addendum, and for other good
and valuable consideration, the receipt and legal sufficiency of which is
acknowledged by both parties, the parties agree as follows:
1. WHEREAS CLAUSES
1.1 The above whereas clauses are incorporated and made a part
of this second addendum to the agreements which agreements are attached as
composite exhibit 1
2. WARRANTY
2.1 Consultants will meet the requirements of the warranties
found at http: / /www.ibm.com/support/warranties /us /.
3. JURISDICTION AND VENUE
3.1 For the purposes of this second addendum, Florida law shall
govern the terms of this contract. Venue shall be in Miami -Dade County, Florida.
The first addendum was entered into with HTE VAR, LLC., only.
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4. SEVERABILITY
4.1 Should any section or any part of any section of this second
addendum be rendered void, invalid or unenforceable by any court of law, for any
reason, the determination shall not render void, invalid or unenforceable any other
section or part of any section of this second addendum.
5. NOTICES
5.1 All notices given or required under this second addendum
shall be deemed sufficient if sent by certified mail, return receipt requested, to the
addresses of the consultants and to the city specified in this second addendum,
unless either party shall specify to the other party a different address for the giving
of the notices, as identified in section 11 below.
6. CONTRACTING OFFICER REPRESENTATION
6.1 For the purposes of this second addendum, the contracting
officers are as follows:
To the city: The City of South Miami
6130 Sunset Drive
South Miami, Florida 33143
Attention: Maria Davis, City Manager
To consultants: IBM Credit, LLC.
One North Castle Drive
Armonk, New York 10504
Attention: Thomas Langan
IBM Credit Corporation
One North Castle Drive
Armonk, New York 10504
Attention: Thomas Langan
International Business Machines Corporation
800 N. Frederick Avenue
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Gaithersburg, Maryland 20878
Attention:
6.2 An individual or delegated committee will be designated to
represent the city in all matters pertaining to the work as it progresses.
Interference by unauthorized individuals must be controlled so as no to impede the
smooth progress of the work. Consultants shall review all work to be
accomplished with project representative to preclude misunderstandings.
7. MISCELLANEOUS PROVISION
7.1 In the event a court must interpret any word or provision of
this second addendum, the word or provision shall not be construed against either
party by reason of drafting or negotiating this second addendum.
IN WITNESS WHEREOF, the parties to this second addendum, acting
through their duly authorized officers, have executed this second addendum to the
agreements attached as composite exhibit 1 as of the date first written above.
CITY OF SOUTH MIAMI, IBM CREDIT, LLC.
a municipal corporation of the
State of Florida
in
Maria Davis,
City Manager
IM
IBM CREDIT CORPORATION
an
INTERNATIONAL BUSINESS
MACHINES CORPORATION
In
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