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HomeMy WebLinkAboutReso 2002-504 RESOLUTION NO. 2002-5trl A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING THE PURCHASE OF LOGOS/400 SOFTWARE FROM NEW WORLD, AND AN mM iSERIES 270 SERVER FROM MIDRANGE SUPPORT SERVICE, INC., IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED TWENTY-FOUR THOUSAND DOLLARS (5424,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO DO ALL TmNGS NECESSARY TO EFFECTUATE THE TERMS OF TmS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach continues to grow and to meet projected needs, desires to purchase municipal software packages and appropriate hardware; and WHEREAS, New World has available Logos software that meets the City's requirements, and packaged with the illM iSeries 270 Server from Midrange Support Service, Inc., has a proven track record to be very reliable, and will meet the needs of the City for the next several years; and WHEREAS, the City wishes to purchase the desired software and hardware from New World and Midrange Support Service, Inc., in an amount not to exceed $424,000.00, attached hereto as Exhibit "A", exempting from the competitive bidding process in accordance with Ordinance No. 2000-101, Article 6, (C). This purchase is made under a government contract from Panama City. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Sectionl. Authorization of City Manager. The City Manager is hereby authorized to purchase Logos/400 Software from New World, and an illM iSeries 270 Server from Midrange Support Service, Inc., in an amount not to exceed $424,000.00, attached hereto as Exhibit "A", and do all things necessary to effectuate the terms of this resolution. Section 2. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 12th day of December, 2 (- ATIEST: I ~~~~~~ Richard Brown-Morilla, City Clerk R2002- Purchase of Software and Hardware 1 " APPROVED AS TO FORM AND LEGAL SUFFICIENCY Moved by: Cb~ ~i'NM.J Seconded by: rJ)~ J ~ Vote: 5-0 Mayor Samson Vice Mayor Edelcup Commissioner Goodman Commissioner Iglesias Commissioner Kauffman VCY es) --0Yes) v'(y es) ;;J.Y es) _(Yes) _(No) _(No) _(No) _(No) _(No) RlOO2- Purchase of Software and Hardware 2 ---- r : :;r~1:. 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 ftEligible 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. These Services are available for Machines normally used for business, professional, or trade purposes, rather than personal, family, or household purposes. 2. Contract ~rl~\~~ :2 \,1 \N... Start Date: 01/0/72003 End Date: ~05 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): 0 We will renew the Services that apply for each Specified Location on the Contract Period End Date for the number of years (called the ftRenewal Contract Periodft) 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: (Customer Name) C~~ By .~- Authorized signa re Agreed to: International B By Name (type or print):~bisj;Ofl<!'::.-L'j;1 SSv Date:!f)arol ?~ 2;;)3' Customer Company address: 17070 Colllins Ave. Sunny Isles, FL 33160 Rita Ey 305-947-0606 Name (type or print): Date: "is/ fi I <'J] Statement of Work. number: Agreement number: IBM ServicesAssistant number: G210A3N8 Customer number: Telephone number: Billing address: 17070 Collins Ave. Sunny Isles. FL 33160 IBM address: 4111 Northside Parkway Atlanta. GA 30327 After signing, please return a copy of this Statement of Worle to the .IBM address. shown above. 12/05/2002 Page 1 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 IBM and entities within its Enterprise to store and use your contact information, including names, phone numbers. and 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, Business Partners, and assignees of IBM and entities within its Enterprise for uses consistent with their collective business activities, including communication with you (for example, for processing orders, for promotions, and for market research); 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; 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 2. 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 retum 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. Z125-5766-11 1112002 (MK076) 12/05/2002 Page 2 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. 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 Z125-5766-11 11/2002 (MK076) 12/05/2002 Page 3 Partner to determine if you will incur an additional charge. You will make payment direcoy to your IBM BtJSlness Partner. / 8. Termination .u _ ...~+o +e ':+b ~C.S c....c..~Ct-+ ~ O~~ h..c..~ ,,,,,,,,y.. r"",\~c.;;; ~ "\ <:) +.' ~"8..:'. ~Mit!l!r"le €sftlil'll:le Ser..eaJ l:llltl,,= l,;Ulltrll..l p~. However, you may terminate "'~ ~ Services for an Eligible Machine. on notice to us (COpy to your IBM Business Partner). if you V~O~ permanently remove it from productiv. use within your Enterprise. Otherwise. if you choose to 0 ~"...1) ;# terminate Services and these are not being replaceC1 by equivalent Services. you may do so by ~ " providing us one month's wrinen notice (copy to your IBM Business Partner). after the Services have d\'O"f1tt:;. been coverea under this Statement of Wom for at least one year.. 1""hca. c.... (s <I.~l , f4 ~ 9. Satistaction Guarantee ~'"' ~et' v)~ If. for any reason. you are not completely satisfied with a Se/'\'ice we provIde to you under this r~~~~1! Statement of Won<. notify us In writing witnin one month of the time you first become dissatlsfieu, We \J \ A , will try to reSOlve the problem to your satisfaction. tf we are unable to do so. you will receive a cre~it t-ern'\. ~T1i equal to the prorated charge for tne Se/'\'ice for the perioa of time you were dissatisfieo. 10. Servlc:eSuite Advanced Service Package .. MAINTENANCE SERVICES Maintenance of IBM Machines We Will provlC1e Sel"llice for Machines. as described in our Agreement. for those Eligible IBM Macnines specified in tne Scnedule. Warranty Service Upgrade For certain Eligible Machines, you may select a Se/'\'ice upgrade from tne standard type of warranty Service for the Machine.. You may not terminate the ServIce upgrade or transfer it to anomer Machine during ttle warranty period. Woen tne warranty perioa ends, the Macnlne will become part of your standard inventory count and will cOnvert to maintenance Service at the same type of Sel'llce you selected for warranty Service upgrade. .-SUPPORT SERVICES IBMLlnk The fallowing terms apply whenever a Service under this Statement of Work includes IBMLink electronic access to our databases containing IBM proauct support information. We will: 1 . provide instructions for accessing the databases; ana 2. provide user IDs to your designated IBMLink Customer Service Administrator. You agree to: 1. designate and auttloriZe your users of the lBMLinl< databases. You may designate only yourself and your employees as users; 2. assign a usef to De the lBMLlnk Customer SelVice Administrator (called "CSA"). The CSA is responsible for - Z125.516&-11 11/2002 (MI<076 J '2/0512002 P3ge4 a. following the CSA procedures we provide. b. registering your users for access to Product databases. and c. acting as the primary interface between your users and us; 3. ensure your users use the information obtained from IBMLink only for the support of your information processing requirements. You may not use information obtained from IBMLink for any product development purpose or in any sales or marketing activity or to provide support to any third parties; 4. provide the equipment (such as workstations. modems. and communication features) necessary to use IBMLink; 5. obtain programs necessary to establish dial access to IBMLink or Internet access to IBMLink; 6. be responsible for any unauthorized use of your user IDs; and 7. pay the charges of any third party telecommunications service provider you use to access IBMLink. Support Line We will provide you remote assistance with the operation of supported products and system environments. In addition, you may order certain optional features which are enhancements to this Service. These tenns also apply for each of these optional features unless we specify otherwise. Definitions Customer Critical Problem means a problem for which you have no known work around resulting in a critical disruption in your business operations. Full Shift means 24 hours a day, seven days a week, including national holidays. Off Shift means all hours outside of Prime Shift. Prime Shift means 8 a.m. to 5 p.m. in the local time zone where you receive the Service. Monday through Friday (excluding national holidays). Supported Products means those products and system environments identified in the Supported Products List located at IBM's Internet address htto://www.ibm.com/services/sl/oroducts ,or as otherwise provided by IBM. The Supported Products List will identify the products and system environments within specified support groups that are eligible for this Service. The Supported Products List will change periodically to reflect Supported Product additions (for example. adding new products) or deletions (for example. deleting products at their end of currency date). Our Responsibilities We will provide you remote assistance (via telephone from our support center or via an electronic search and questioning capability) in response to your requests pertaining to the following: For all Supported Products in your covered support groups- 1. basic, short duration installation, usage, and configuration questions; and 2. questions regarding IBM Supported Product publications. For all IBM software Supported Products in your covered support groups - 1. code-related problem questions: # 2. diagnostic infonnation review to assist in isolation of a problem cause (for example, assistance interpreting traces and dumps for installation and code related problems); # and 3. for known defects. available corrective service information and program fixes which you are entitled to receive under the terms of the IBM license. # Z125-5766-11 11/2002 (MK076) 12/05/2002 Page 5 # Note: For IBM S/390 and zSeries Supported Products, this defect assistance from our support center is not charged for under this Service and therefore not covered under the terms of this Attachment. When you report a problem with covered non-IBM software Supported Products, we will assist you to isolate the problem cause and provide you recovery information, if available, from the vendor. We will provide corrective service information and program fixes, if available and we are authorized to provide to you, for known defects. If a new (unknown) defect is identified, we will report it to the appropriate vendor and notify you of our actions. At this point we will consider our support requirement fulfilled. Resolution of these problems is the responsibility of the vendor. Response Criteria We will use commercially reasonable efforts to respond, by telephone. to Support Line Service calls from you within two hours during Prime Shift. Our initial response may result in resolution of your request or it will form the basis for determining what additional actions may be required to achieve technical resolution of your request. If you select Full Shift coverage, during Off Shift we will use commercially reasonable efforts to respond to Support Line Service calls which you specify to be Customer Critical Problems within two hours and all other Support Line Service calls within four hours. If you select Prime Shift coverage, all Support Lines Service calls from your personnel during Prime Shift are included in your coverage. If you select Full Shift coverage, all Support Line Service calls from your personnel during Prime Shift and Off Shift are included in our coverage. Electronic Support You will also be able to electronically submit Support Line Service requests for Supported Products, provided you meet the prerequisites we specify for electronic access. We will use commercially reasonable efforts to respond to each electronic Service request from you within two hours of receipt during Prime Shift. For electronic Service requests received during Off Shift, we will use commercially reasonable efforts to respond within two hours of the start of Prime Shift on the next business day. IBM is not responsible for delays in response delivery caused by systems and network problems. Your Responsibilities You agree to: 1. ensure you are properly licensed to all software Supported Products for which you request assistance; 2. retrieve and review a current Supported Products List on a regular basis to verify whether there have been any additions or deletions within your covered support groups; 3. ensure that any access codes we provide to you are used only by your authorized personnel; 4. designate a technically qualified representative (called "Primary Technical Contact") who will be your focal point to whom we may direct general technical information pertaining to your Supported Products. Your Primary Technical Contact and each caller must have sufficient technical knowledge of your Supported Products environment to enable effective communication with our support center; 5. provide us with all relevant and available diagnostic information (including product or system information) pertaining to software problems you request assistance with; 6. provide us with appropriate remote access to 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; and 7. provide us with written notice of changes to your machine inventory within one month after the change occurs. Such changes may cause a revision to your charges for this Service. * Termination You may terminate Support Line Service for any support group or any optional feature on one month's written notice to us and your IBM Business Partner after it has been covered under this Z125-5766-11 11/2002 (MK076) 12105/2002 Page 6 Statement of Work for at least one year. However, you may not terminate Support Line if you have elected to continue feature support. We may withdraw Service for a support group on the Supported Products List on three months' written notice to you and your IBM Business Partner. Other changes to the Supported Products List (for example, addition of new products or deletion of products at their end of currency date) will be posted to the Supported Products List at htto://www.ibm.com/serviceslsVDroducts as they occur. If we withdraw or either of us terminate a Support Line Service or optional feature as provided in this Statement of Work, and it is a Service or feature for which you have prepaid and we have not yet fully provided to you, you may request a prorated credit from your IBM Business Partner. This will apply if IBM withdraws support for an entire support group but not if we simply withdraw support for individual products. AS/400 Software Services Alert provides automatic weekly notification of the following for selected IBM Products: 1} High Impact and Pervasive Authorized Program Analysis Reports (called "HI PER APARS") and 2} any Program Temporary Fixes we discover to be defective (called OPE PTFs"). We provide notification via your choice of available delivery methods. Z125-5766-11 11/2002 (MK076) 12/05/2002 Page 7 ---- ---- - ..-.-- - --- - - --- ===;:. Agreement for Services 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 "18M 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 tenns 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 wiD 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 other 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 tenn "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 tenn .Materials. does not include licensed program products available under their own license agreement. Service is perfonnance 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. 1.2 Agreement Structure Attachments Some Services have tenns 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 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 the.. Servic.s 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. By Name (type or Prinl):CIt,..iSfoLJ/ze,- J , Ku.SS(.1 C(fy m~ Date: /IZard 3// 2cv3 Enterprise number: Enterprise address: 17070 Colllins Ave. Sunnyls~s.FL 33160 Rita Ey 305-947-0606 By Name (type or print): Date: Si"'7 fJ Agreement number: IBM ServicesAssistant Number: G210A3N8 IBM address: 4111 Northside Parkway Atlanta, GA 30327 After signing. please return a copy of this Agreement to the "IBM address' shown above. Z125-5774-00 02198 (MKOO2) 12/05/2002 Page 1 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 conftict 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 ftexibility 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 on-going 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. Z125-5774-OO 02/98 (MKOO2) 1.5 Limitation of Liability Circumstances may arise where, because of a default on our part or olher 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 dired 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 the 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 damage 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 consenl; 2. all information exchanged is nonconlidential. 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; 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 10") contained in an electronic document is sufficient 10 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 10 assign, or otherwise transfer, this Agreement or your rights under this Agreement, delegate your 12/05/2002 Page 2 An yOI.If ro;/l1I and III our OOla91111DrlS are vlli4 CltIlY in me Un,l8Cl SUlles SId Pueno Rico. e.ccepl mat aI/licenses 10 Millar,els ere ..alia IS spec,f,eally gral118d. 3.3 Materials !:!"::JI:hiP and License \ ~&,""Ge . 1.10 Governing Law....____ ~'tc.'te.L. t:-1I"'Mt... ~~./ WeWlM ~ Mall!nals lO tie aelivere<l to YOu. We ormird "t}..c.l.....,.".. .. y ..... - "D 1i (} ,,~m ~. pan.es neve ~"rigllt. We. ."cl ,nteresl (1lIClud,1'1g ownersnip J'l TI,u~-c;trl.~'" ...!l..... ~~.~.~ ,;11 'A.!fUl"Illnt Ift..e. of cop1fIQnt) in MalenJl$ cr8alecl aunng the Saflr,ce Q~ "''''t- .,'" """ _r $ ~~~ ~U perlonn~neeperiocloromel'lMfse(,uc:n..lI'lOSellletlll"'x"u NOll1lng ,n mil Airtemenl affecl5 ally Statuto~ Ilgnls of .,... ,,, In. $eflriCe). W. 'Mil Cl81o~r one cop,. of Ille speClfieCl C:OM\lmers Nl caMOt De wllvecl or limited by conlract.I'\)-" ~1~ ~t_~S to ~. W~ QTant yOU an Irrevae3CIe. nonelodu8il<1l. o o.~ Co wor1d.Mde. palO-up liClnse to use. .~ra. repfOCluce. c::o" ~ \ QISpI8y. perform. ..nd distribute, wltn,n yOllr Enterpnse only. 11 V: COpies ofm_ Materials F\"O ",,:1., YOu agree 10 reproduce me copyngl'tt I'IOtICO an<! any otner legend of ownersll~ on any cop..' made unaer tn. license gtantea in tt1.. Section. obllgahons or r.sell any SeMce, "'ntnOul our r;lriOr wllllen consent Ally att..npl to dO .0 is Y'Oi4; 2 mat ~u 3rt respotlSllll. lOt tne rellull! oDtainecl from "'.. of !/le Sennc~s: anCl 3. to provide uS wiln $<4flieient. free. ana safe ac:cess 10 ,O\lr ftlollllal for ". lO f\!lfill our ollllgalionl. 1.8 Agreement Termination You lMy ~rminel. tiltS Agr..ment on wrltt8t\ nOl/ca 10 yOur IBM BuSiness Partner 1n<l1O uS follOWing lI'Ie elt.p,ration Of lermination of your ODl,gmoons. Eitner or uS may lem1itlate tt1is AQreement on written noloC& 10 Ine omlr anCllo ~ur IBM BUI1l'\ess Pinner. ,fme otl'llr does not COmply ""'Ill any of Its terms. Any lel1m of tni. Agreement .niCtl Dy th..- natUre elltell<l tley<l11Q \lie AgretrT1all1l8mliMhon remlir1 in effect ,,"IiI fulfinllC. ana apPly \0 tlom of our respecllve succe,son; and ^"'9"ees 1.8 C.olrlJphio Scope / ! 0<-+:'''' Part 2 - Warranty Tenns 2.1 Warranty for IBM Services For eaen ISM $at'l,ce. we watrant mil"'" perform it: , using reasonable care and Skin ; Md 2 aCl:D/'OinlllO .ts co.,l'l'em deSQ"ptlOn (.nduaing any complellOn cntMia) Con~nllCl in tn.s Agl1Ml~nl. an Anacnmerll. or a Transact.on Oocumenl 2.2 Extent of W..rranty THESE WARRANTd!S ARE YOUR EXCLUSIVe WAftRANTlES AND REPlACl! ALL. OTHeR VlARRANTlI!I 0" CONDI1'lOI\IS, EXPlU!aS OR IMPueD. ,..eLUDING, BUT NOT UMlTED TO, THE lMPUeD WARRANTIES OR CONDmONS OF MeRCHANTABILITY AND FITNESS FOR A "ARTICULAR PURPOSE. 2.3 Items Not Covered by Warranty we co net waNllnt \In,ntefrupled or error-friO operation of an, oellverat118 or S6rv;ce. UnleSll we specify otnerwt~e. ..... pro..iae Materilll$ anCl non. IBM Services WITHOUT WARRANTIES OF AAY KIND. Z,25-5774.()() 02J9! (MK002) Part 3 - Services 3.1 IBM Services Set'lJCll$ may be eltner alandarCl off9r,nos or Cu$llOr1liUCI to your spec:.rtC reqllirwmants Eac:n Sat'lice transacr.on may inClude 0111 or more Services IN!' , . expire at tuK COmpletion or an agrellC <!POll date. 2 autOmlltically renew ae anomer transactiOn WIth . SpecifoeCI conVICt periOC. Ren.....,s .~I contin... "nlil eitner of us terminates tile SlH'fIc8. or 3. dO not expire and are a..laDle for yOur usa until etlner of us lemltI\a18 tn. Sa,..tCe 3.2 Personnel Each of uS wm b. responsible for tn. supervIsion, ~orectlon. and contrOl of our respective penlOnn... We reMl'Wl tne rignl to aetetmine \fl. a9l'llnmenl or Our personnel w. may SuDcontrllCt a SeMC8, or any pall Of It. 10 S<lllCClnV'llc:lOrl Ul<<ctea by ",. M,. ioea, concept. lU1Qw-no... or lec:nnlCl'" W"tCn relates 10 me ~ maner or . Slt'iice and IS deveICJpeo or prov,ded b)' elttler of us, or joinG)' lI)' DOtn of loiS, In the perfortnanl;e of a Sat'l1Ce may C....lIj1ct Ul applicable pawnts ana cop)'rillnlll) tl8 freely uMd Dy limer of us. 3.4 Changes to Serviee Terms WI may cnange me lerms of Selvices lIIal are renew.OIe g, non-el\Plring by giving l'Ou tt1ree monw' wnuen notic.. However. tlMlse dllInges are nat rettoaaive. Tne)' apply IrnmeclJal8ly 10 re~1l transat:tiOns and as of \I1e effec:tlve data _ specify in me notice 10 au ex.sltng t~l'S.1ct.oM If we make a enange to tne terms of a ren_aDle Service lnat ') allec:ts your current conltlet per.OCl and 2) jIOI.I cOMioer unfavoratlle. at tne rtq",eSl of your IBM BuUl.as Patlner. _ ""III oefer ,t unbl 1Mv Gild of INIl contract periOd. lNnen bolll of I.l$ agree to enange an)' Services stalemenl of work otl1er ~ as desc:ribec abOve.' we w,D prepare _ written OMI:rlplion ofllle agreell c:llange (calleG a "cnange AulhoriU1ion-). wnicn IlOtn of lit muSt 5ign. T~ lenn. of .. CNlng. Aulllor,zatlon pre"aa e....' IrIose of tne S",temenl or ....ark OIna any or its prelllOU6 Cl'1ar1ge Aumor,zaTiorls '210512002 Page 3 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 Tenninatlon and Withdrawal Either of us may tenninate a Service if the other does not meet its obligations concerning the Service. You may tenninate 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 tenns which by their nature extend beyond termination or withdrawal remain in effect until fulfilled and appty 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 faiting 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 retum it to you at our expense unless we specify othelWise. We are responsible lor 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 detennination, 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 or Service status of the replaced item. Before we exchange a Machine or part, you agree to remove all features, parts, options, aUerations, 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. 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 aUered Machine or parts identification labels; 4. failures caused by a product for which we are not responsible; or 5. service of Machine aherations. 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 infonn 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 detennine jf you will incur an additional charge for this. Z125-5774-00 02/98 (MKOO2) 12/0512002 Page 4 IBM Schedule for Services Acquired from an IBM Business Partner - ServiceSuite This Schedule contains a listing of the Eligible Machines at the Specified Locations identified below for which we will provide the identified Services as described in your end users Statement of Work. These terms are in addition to those of the referenced Statement of Work and IBM Agreement for Services acquired from an IBM Business Partner (or any equivalent agreement signed by both of us and identified below). Customer Name and Billlna Address: City of Sunny Isles 17070 Collins Ave. Sunny Isles, FL 33160 Agreement No: Statement of Work No: IBM ServicesAssistant No: G210A3N8 Associated Contract No: Associated Contract Start Date: Customer No: Revised Schedule (Yes/No): No Schedule Effective Date: 01/01/2003 Business Partner Name and Address: Avnet Hall-Mark 815 East Gate Drive Mt. Laurel. NJ 08054 ASPID No: 6281351 Charge Period: ._L /1- ' Start Date: 01/01/,2003 :J-I'; ',= End Date: 12/3f12005 ~/'l Fe., The parties need not sign this Schedule, unless either of us requests it. Agreed to: City of Sunny Isles . BY~ Authorized signature Agreed to: International Business Machines Corporation By Name (type or print): Cltr1sfo/....Au- T. 12<<sSi) e '1r .Yfh~r- Date: rrlevclt 3// ~.3 Date: (fin jcJ Z120-5769-Q47199 12/05/2002 Page 1 IBM Schedule for Services for Remarketers - ServiceSuite EnterDrise Total for CharQe Period bv Customer Number: Customer No 00000000 Charges * $19.899.24 Total: $19.899.24 Z120-5770b-OO (7199) 12/0512002 Page 2 IBM Schedule for Services for Remarketers . ServiceSuite Eligible Machine Maintenance Service I I Related Type of I Orderl Repair I Charg.. Charge. Serial Qty # ## Charges. Start" Stop" 3 $360.00 0 B 1 $1,991.71 W 0110112004 B 1 $8.057.60 W 01/0112004 Total: $10.409.31 Manufacturer I Machine I I Orderl I Type Model Serial Customer No I Location: 00000000 IBM 3580 H11 00000000000 IBM 3580 H11 000000000 IBM 9406 270 000000000 Z120-5770b-00 (7/99) 12/05/2002 Page 3 IBM Schedule for Services for Remarketers - ServiceSuite Eligible Machine Description Customer Technical Contact Name (if applicable) Type Mod Proc Feature Serial Support Service Service Option! Qty Product Group Charges. Charges Charges Start*" Stop" Customer No / Location: 00000000 9406 270 1519 2432 AS400 ALERT ALERT 000000000 Sl OS/400 SUPPORT GROUP Custl 99999999 PRIME SHIFT AS GROUP F OS/400 $1,422.97 $8,426.96 Total: $9.849.93 Z120-5770b-00 (7/99) 12/0512002 Page 4 IBM Schedule for Services for Remarketers - ServiceSuite Legends: f# Type of ReDair Service A) On-Site Repair/Exchange Services, Monday through Friday (excluding holidays), 8am to 5pm, next business day B) On-Site Repair/Exchange Services, 7 days a week, 24hrslday C) On-Site Repair/Exchange Services, 5 days a week, 9hrslday, 4 hour response objective. This type of repair service includes a response time objective and is not a guarantee D) On-Site Repair/Exchange Services, 7 days a week, 24hrslday, 2 hour response objective. This type of repair service includes a response time objective and is not a guarantee X) EasyServ (remotely delivered services) ## Maintenance Services 1) Maintenance of IBM Machines 2) Maintenance of non-IBM Machines 3) Warranty Services Upgrade * Charges shown are for Charge Period -An (E) indicates a Machine that has been announced as withdrawn from generally Maintenance Service -An (H) indicates a Machine that is under an existing ESA proposal/contract -An (L) indicates a Machine that is under an existing legacy prepay CHIS proposaVcontract -An (0) indicates One Time Charge -A (U) indicates Usage Charges which are measured in either Feet, Hours, or Impressions -A (W) indicates a MachineIModeVFeature under Warranty -An (X) indicates On-order Products which are shown for planning purposes only *. Charges Start/Stop dates shown are those that differ from the Contract Period Start/End Dates Z120-5770b-00 (7/99) 12/0512002 Page 5 Total Cost Summary City of Sunny Isles Beach, Florida December 2, 2002 Assumes The City Purcluues The System In 2001 A. New World Software Dd Services 1 Application Software: 2 Support Services: a} Project Management b) Installation and Training c) Hardware Quality Assurance $232,720 S148,920 $83,800 B. Cash a.teI' Equipmellt: 1 (3) Point of Sale PC-bued Registers, Cash Drawer, Color Monitor, Printer C Other Coses I Data File Conversion (estimate): 2 Application Software Modifications: 3 Travel and Living Expenses (estimate): $10,572 S10,572 $35,390 S13,640 S2.2S0 S19,500 TOTAL ONE TIME COST: 5278,681 D. ADDua. MaintenDce 1 Standard Software Maintenanu Agreement (SSMA) (Annual Cost): SSMA to begin at the end of the 12O-day warranty. $30,660 NOTE: New World's cost is based on all of the proposed products and services being obtained from New World Should significant portions of the products or services be deleted. New World reserves the right to adjust Its prices accordingly. Exhibit" A" CITY OF SUNNY 1/~l.Efi1 BEACH. FL LOGOS PRICING PROPOSAL D~TAIL D<<ember 2. 21fJ2 A. STANDARD L0008l4OO sorrw ARE and SERVICES FROM NEW WORLD 1. ~/400 FiDucial Maaap_ot Software Base pacute - General Ledger Module - Budgetary Reporting Module - Annual Budget Processing Module - Requisitions Processing Module - Purchasing Module - Accounts Payable Module - Rlvenue Accountin,. Module Addition" Lopd/400 Fiaueial Ma...emeat Soh.... - Project and Grant Accounting Module - Fixed Assets Module - Government Reporting Module (GASB 34 Reporting) - Financial Management Cash Register Interface - Financial Management Report Writef 1. L,,-/400 COBIID.nity Services Software - Oeo Property Master Module - Pennits and Inspections Module - Code Enforcement Module - Business Licensing Module - Citizen Complaints Tracking Module - Community Services Report Writei J. toaos./400 Public Works Softwan - Vehicle, Facilities, and Equipment Maintenance Module - Work Orders Module 4. LOIOI./400 Data MaDaaemeat and Retrieval Tool - Microsoft Worcf Interface Module? 5. Other LOIOI&'400 Public Administration Softwar _ Digital Imaging 4 - CapturelView Per Work Station License Fee - GIS Interface Module 6. LogosNel.toGov (e-GoveraDlent) Software - LogosNet.toGov iSeries Module - LogosNet.toGov Web Server Module - Citizen Complaint Entry Module $50.000 57.000 57,000 $13,000 S7,000 SS.ooo 57.000 $13,000 S9,000 $11,000 59.000 55,000 $14,000 $14.000 55,000 $10.000 5sea 57,000 $10.000 $4,000 $4,000 8In1v'" PI1cIng. :lD02Cl1l1eldilNEW WORLD SYSTEMS' Loros PUBLIC ADMINISTRATION SOFTWARE ".,1 7. Grapblcal Vier Interfacl Windows PC Environmenl - Server Cost - Runtime Client Cost: estimated 20 licenses @ $175 per licenlM SOFlW ARE LICENSE FEE 6.7 LESS DEMONSTRA nON SITE DISCOUNT TOTAL SOFTWARE LICENSE FEE 6.1 B. PROJECT MANAGEMENT AND INSTALLATION SUPPORT SERVICES I 1. Project Management Services as Required: - Project Mana,ement - Overall consultation and communication - Monthly status reports and project updates throughout the duration of die project - Implementation PIar 2. 540 Hours /1 S Weeks of Support Services as required: - Standard Software Installation - User Education and Training - Other Technical Support - (1 S) Project Management f Trainina Trips Project Management, Installation Services, and On-Site Trainina Costs does nc include the expenses related to Travel. Room & Board. and Per Diem. These costs will be billed at their actual cost. 3. iSeries Hardware Quality Assurancl.10 - Installation and set-up iSeries Server -Install System Software - Verify System Software - Verify Network connectivity - Test ECS TOTAL PROJECT MGMT AND INSTALLATION SUPPORT SERVICES C. STANDARD sonw ARE MAINTENANCE AGREEMENT (SSMA) (Per Year COlt) Based on a S-year plan~ SSMA to begin at the end of the 12o-day warranty $4.000 S3.SOO S219.000 570.080 SI41,910 $1 S.OOO $64,800 $4,000 $83,100 S3~ D. DATA FR.! CONVERSION (tlti..te) The conversion costs are ESTIMATES. The City wishes to convert as muc:h data as possible from the current systems. Based on New World's Data File Conversion Polic:y, travel and expenses are billed at their actual cost. New World will convert the following data: FiDucial: - General Ledaer Transaction File - Vendor Master File - Fixed Asset Master File $8.640 8ln'IJ'" PrlI:ir1g. 2002 cae.. NEW WOlU.D SYSTEMS' Lo601 PUBLIC ADMINI8TM TION SOFTWARE p.' CommuDlty Services: - Business / Occupational Licenses Master File(Access Data Base) - Permits and Inspections Master File - Certificate of Use Master (Access Data Base) - Code Enforcement Master File(Access Data Base) . Permits and Inspections Master File(AcalSI Data Base) $2,500 $2,500 1'80 TBD 1'80 513,640 TOTAL DATA FILE CONVERSION SERVICES E. LOGOS APPLlCA nON sonw ARE MODIFICATIONS $2,1541 - Customized Accounts Payable Check F. TRAVEL EXPENSES (ad..te) 519,sGO Travel and Living Costs are those costs related to the travel of the Project Management, Instalation Services, Implementation. and On-Site Training Teams. The following costs are estimates.based upon the proposed (IS) trips to the City of Sunny Isles Beach, FL from New World's Corporate Offices. Travel and Living costs fluctuate and are subject to change~ however. they will be billed at their actual rate/cost. · Travel/Airfare, Hotel Accomodations, Per Diem, &: Rental Car G. THIRD PARTY HARDWARE PoiDt of Sale ......n 510,572 (3) PC-Based Register with One Cash Drawer. 17" Flat Panel Color Monitor, and Receipt/JournalISlip Printer TOTAL THIRD PARTY BARDW ARE $10,572 PRIONG VALID THROUGH DECEMBER 31.1001. --.... F'rll:ing. 'XXJ2_....NEW WORLD SYSTEMS' Lowos PUBLIC ADMINISTRATION SOFTWARE p.J OPTIONAL LOGOS MOD1/l.F..f; 1. OptiOll" I.oaoItl Fiaueial Maaapmeot Software - Integrated Inventory Module - Bid and Quote Tracking ModulE - Contract Acc:ountins Module - Accounts Receivable MOOu" 1. Opdo.aI ~ RUIBID Resourees Softwart - Payroll with Base Personnel Module - Advanced Personnel Module - Position Controlll1d Budaeting Module - Applicant Tracking Module - Human ResourceslPayroll Report Writer 3. Opdoual LopaNet.toGov Software - Permits and Inspections Application Entry Module - Business Licenses Application Entry Module SI1.000 $6,000 $6,000 S6.000 $24.000 S5,OOO S5.000 SS.OOO S3,OOO S3,OOO S3,OOO ~..... PltDIng. 2J02 .......NEW WORLD SYSTEMS' JAros PUBliC ADMINISTRATION SOFTWARE '.f ENDNOTES I Includes.fax and e-1PIQil PO capability. Fax PO requires a fax modem and IBM Fax/400 softwar'- 1 Requires Crystal Report Pro.fe$Slonal Edition Version 8.0 or higher aM Ilftlizu standmd NrN WOI'ld library rJame$. Non standord library names will require customization of the Report Writer InterjGces. J Requires MIC1'OIoft Word 4 Requires Pentium PC. 1Wain 32 Compliant flatbed scanner supplied by CustOlMr. , The minimum configuration/or the New World GUI is a PC with a Pentium 133 processor and 16MB /UMwith 100MB a/free disk space for the Client. The Server requires TCP/IP. 6 Pricu asJ1lmlthat all software proposed is lteensed. ? Any1a.US imposed are the responsibility of the purchaser andwil/ be remiltedwhen itrlpOSed , Training and Support Services are billed hourly as used. Travel and expenses are not i1l(;1uJJ1d as tltey an btlled at actual cost. 9 Requirements Mededfor Customer's 400 include: WebSplwre DevelopmenJ Studio (which i1l(;1....' 10 Addit/ollQJ Networking Consultation can be perf()f7Md at J2001hr. upon written authoriz4t/onfrom sumr..... ""'*'11.2002_." NEW' WORLD SYSTEMS' Loros PUBLIC ADMINlSTRA nON SOFTW' ARE ".' Prepared for Rita Ey City of Sunny Isles ~{ '"';~.~ .~::::".~~~ . 6REEftSTREAK PROMOTION . ~~~f~~' '*; '* v:;,~~- _AICI . i-i.- ModellType Processor CPW Memory Disk Comm. Twinax Ethernet Internal xSeries Tlpe System list Price: Software List Price: GreenStreak System Price: L TO Tape unit. 1.oo1200GB Lotus Note. & 8RMS software 3 Vr.; installation Setup 2weelcs: potMIrwareUPS: IBM twlnax c:fl$pJay console: GreenStreak SW Price: 3 Vear SarviceSuit. Adv. (Prime) Sub Total: 36 Month Lease Eatlmate: ;'',r. GreenStreak 9406.270 #243211519 50/1 070 4GB 210.96GB RAID (1) V.24, Data/Fax base (1) 1GB UTP (2) 1.6Ghz Ultrium L TO S 96,746.00 S 24,435.00 S 48.373.00 $ 8,1<43-.00 $ 11,345.15 $ 10,OQG.00 S 1,OS.~OO S 350.00 S 16,615.80 $ 20,219.00 $ 114,101.95 $ 3,380.84 IBM @..rver IS.rie. ... ,..,. t. .".A,. .-II/lS'.." 61__11""".. "Ui."", 1...".Ii.. '."'''.'/1'' 8040 130 120 270 DSD Prepared by Steve Marinak Midrange Support Service. Inc. II ~~,~er:~~,,~~,~:;~tems December 18,2002 STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT This Standard Software License and Services Agreement which includes the attached Exhibits ("this Agreement") is between New World Systems@ Corporation ("New World"), a Michigan Corporation and City of Sunny Isles Beach, Florida ("Customer"). This Agreement sets forth the terms and conditions under which New World will furnish the Licensed Products and will provide certain services described herein to Customer. The attached Exhibits include: Exhibit A ......................... LICENSED STANDARD SOFTWARE AND FEES Exhibit B.......................... INST ALLA TION AND TRAINING SUPPORT SERVICES AND FEES Exhibit C ......................... STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit D ......................... NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES Exhibit E.......................... DEMONSTRATION SITE DISCOUNT Exhibit F .......................... CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/ MODIFICATIONS AND/OR CUSTOM SOFTWARE Exhibit G ......................... DATA FILE CONVERSION ASSISTANCE Appendix 1...................... AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits. This Agreement contains the complete and exclusive statement of the agreement between us relating to the matters referenced herein and replaces any prior oral or written representations or communications between us. Each individual signing below represents that (s)he has the requisite authority to execute this Agreement on behalf ofthe organization for which (s)he represents and that all the necessary formalities have been met. If the individual is not so authorized then (s)he assumes personal liability for compliance under this Agreement. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS@ CORPORATION (New World) By~~1;...~ M<lSf By:~~~ ~~, Authorized Signature, \l./u/OV CITY OF SUNNY ISLES BEACH, FLORIDA (Customer) :ritleo~ Ma..t.0"" C~~ . itle By: Authorized Signature. Date: /2 - /1-b2.... Date: -' This Agreement is effective upon the last date as shown on this cover page. /J/e !,L/~1).:J.. (Revised 2/2/99 )(cb) CONFIDENTIAL Page 1 City of Sunny Isles Beach, FL (Plj)fjl'll!{' ,\':,,'8 Ht',\! IIi,:.:, f)!';.ti'lT Nutltl . \/ult' I JIJ,'/ . Ij'(~J .. lli(jJi,'..!.tlJl 18u8 i J..... If) .. ...: h.....'--_)(J(j~/{)(j() . {{'1l'1l'.J/C/{ll('Ulld.~l':\f('J}IS.CUI1J I. DEFINITIONS. The following terms as defined below are used throughout this Agreement: I. "Licensed Standard Software": The current version of New World standard and development application software package(s) (in machine readable code and, if applicable, the related source code) listed on Exhibit A. "Development Software" is standard application software currently under development by New World which, if applicable, will be completed and delivered to Customer as Licensed Standard Software during the term of this Agreement. 2. "Upgrades": Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C of this Agreement and released after the execution of this Agreement. 3. "LicensedCustomSoftware": Any software (programs or portions of programs) developed by New World specifically for Customer's own use. 4. "LicensedSoftware": The Licensed Standard Software (including any Development Software), Upgrades, and Licensed Custom Software provided under this Agreement. 5. "Licensed Documentation": New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions relating to the Licensed Software (such as Product Bulletins, installation instructions, and training materials). 6. "Authorized Copies": Except as provided in Section II, subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation are the copies of each application software package defined in this Paragraph. They are: (i) the single copy of the Licensed Software and the related Licensed Documentation delivered b}New World under this Agreement; and (ii) any additional copies made by Customer as authorized in Section II, subparagraph 1.2. 7. "Licensed Products": The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing. 8. "Customer Liaison": A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten (10) days of execution of this Agreement, Customer shall notifY New World of the name of the Customer Liaison. 9. "SSMA": The New World Standard Software Maintenance Agreement as set forth in Exhibit C. 10. "Computer": The single IBM iSeries 400 model processor, to be located at: City a/Sunny Isles Beach 17070 Collins Avenue Sunny Isles Beach, FL 33160 Customer shall identifY in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten (10) days of execution of this Agreement, whichever is later. If the Computer is to be relocated,Customer shall notifY New World of the new location in writing prior to the relocation. 11. "Confidentiallnformation": Information disclosed or obtained by one party in connection with, and during the term of, thisAgreement and designated as "Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any information which was previously known to the other party without obligation of confidence or without breach of this\greement, is publicly disclosed either prior or subsequent to the other party's receipt of such information, or is rightfully received by the other party from a third party without obligation of confidence. II. GENERAL TERMS AND CONDITIONS 1.0 SINGLE USE LICENSE 1.1 In consideration of Customer's payment of the license fees specified in Exhibit A and the applicable custom software fees, if any, New World grants Customer a nontransferable and nonexclusive license to use the Licensed Software only on the Computer and only for its internal processing needs. Once Customer has fully paid the license fees for the Licensed Software, Customer shall have the right and license to use, enhance, or modify the Licensed Software only for Customer's own use and only on the Computer. In accordance with the payment plan(s) on the attached Exhibits, New World will deliver to Customer one copy of each application of the Licensed Software (in machine readable form compatible with the specified operating environment) on storage media supplied by Customer and one copy of the related Licensed Documentation. 1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2) back up copies on magnetic media of each application of the Licensed Software and one back up copy of the related Licensed Documentation. These Authorized Copies may be stored off-site away from Customer's premises as specified in the Defmitions so long as they are kept in a location secure from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies CONFIDENTIAL Page 2 (Revised 2/2/99 kcb) City of Sunny Isles Beach, FL thereof in whole or in part, in any form or media. This restriction on making and distributing the Licensed Products or copies of any Licensed Product, includes without limitation, copies of the following: (i) Program libraries, either source or object code; (ii) Operating control language; (iii) Test Data, sample files, or file layouts; (iv) Program Listings; and (v) Licensed Documentation. 1.3 Upon written request by Customer, and with written permission by New World, additional Authorized Copies may be made for Customer's internal use only. 2.0 OWNERSHIP 2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein, remain the sole property of New World or its licensors, and Customer shall obtain no right, title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive, nontransferable license to use the Licensed Products as restricted herein. 2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in this license. New World shall have the right to use any data processing ideas, techniques, concepts, and/or know-how acquired by it in the performance of services under this Agreement including the development of Licensed Custom Software for the advancement of its own technical expertise and the performance of other Software License and Service Agreements or any other applicable agree- ments. New World shall have, without restriction, the right to use all programs, procedures, information, and techniques that are publicly available, obtained or obtainable from third parties and/or developed independently by New World without specific reference to Customer's organiza- tion. 3.0 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE 3.1 For a warranty period of one hundred twenty (120) days after the date the Licensed Standard Software is installed on computer and during the term of Customer's SSMA (see Exhibit C), New World provides software correction service and maintenance for the Licensed Standard Software. See Exhibit C for a description of the services available, the applicable fees and procedures, and the SSMA start date. 4.0 WARRANTIES 4.1 New World warrants that the Licensed Standard Software will perform as specified in its user manuals based on the then-current release of the Licensed Standard Software. 4.2 New World warrants that it possesses the necessary intellectual rights to license to Customer the Licensed Software provided hereunder. The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than New World. New World does not warrant that the features or functions of the Licensed Software will meet Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, NEW WORLD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, ITS MERCHANTABILITY, ITS FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5.0 INSTALLATION AND TRAINING SUPPORT SERVICES 5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available to Customer qualified representative(s) who will provide installation and training support services for each application of the Licensed Software delivered. See Exhibit B for a description of the services provided and the applicable fees and procedures. 6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES The successful implementation of the Licensed Products into Customer's environment requires Customer's commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the CONFIDENTIAL Page 3 (Revised 2/2/99 kcb) City of Sunny Isles Beach, FL following: 6.1 Customer understands that the Licensed Software is designed to run in a specified operating environment which includes hardware, software and related equipment not provided by New World. Customer is responsible for assuring that the appropriate hardware equipment, the related components and all cabling are installed timely and are suitable for the successful installation of the Licensed Software. 6.2 Customer agrees to provide the management interface and support necessary to successfully complete the implementation of the Licensed Software. This support includes upper level priority setting and timely involvement during and after a change in Customer's organization, Customer's operations and/or after changes in Customer's internal policies or procedures which directly affect the software implementation. 6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall: (i) provide timely answers to New World's requests for information; (ii) coordinate a mutually agreeable training schedule; (iii) have authority to sign for and obligate Customer to any matters relating to service requests, design documents, performance test documents and/or delivery and service dates; (iv) in situations where Customer participation is required, provide timely input for systems definition, detail design, and use of the software system. 6.4 Customer is responsible for creating and maintaining its master files, tables and the like which includes accurate data entry, accurate file editing and overall file control to assure successful systems performance. 6.5 Customer shall provide qualified personnel with sufficient back up to be trained to use the Licensed Software and to interpret the output. Applying the output information in Customer's environment is Customer's sole responsibility. 7.0 BILLING AND iSERIES 400 MODEL UPGRADE CHARGES 7. 1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under this Agreement. Past due amounts are subject to a service charge of 1.5% per month, which charge Customer agrees to pay. To the extent Customer imposes additional requirements on New World for services other than those expressly provided in this Agreement, New World retains the right to make additional price adjustments and/or any other adjustments which may be necessitated. Before performing these additional services, New World will notify Customer that the services are subject to additional charge. 7.2 If Customer upgrades the computer model of its iSeries 400 Computer, at the time of the upgrade, Customer agrees to pay the difference between the standard software charges for the present I Series 400 model (see Section I, defmition number 10) and the then-current standard software charges for the upgraded iSeries 400 model. SSMA fees shall be increased according to the upgraded iSeries 400 charges on the next annual billing date after the upgrade occurs. With said payments, the license provided in Section II, Paragraph 1.0 transfers to permit Customer's use of the Licensed Software on the upgraded iSeries 400 model. 7.3 Customer shall notify New World when iSeries 400 models will be upgraded and will pay the upgrade fees promptly when invoiced. 7.4 Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. 8.0 NON-RECRUITMENT OF PERSONNEL 8.1 This paragraph has been deleted. 9.0 CONFIDENTIAL INFORMATION/NON-DISCLOSURE AGREEMENT 9.1 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable CONFIDENTIAL Page 4 (Revised 2/2/99 kcb) City of Sunny Isles Beach, FL applicable state law, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidential Information other than for the benefit of that party. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. 9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information and proprietary to New World. In addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard New World's proprietary rights in the Licensed Products, including without limitation the following measures: (i) Customer shall only permit access to the Licensed Products to those employees who require access and only to the extent necessary to perform Customer's internal processing needs. (ii) With respect to agents or third parties, Customer shall permit access to the Licensed Products only after New World has received, approved and returned a fully executed Non- Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to reasonably refuse access to a third party after it has evaluated the request. Customer agrees to provide information reasonably requested by New World to assist New World in evaluating Customer's request to permit third party access to the Licensed Products. In addition to any other remedies, New World may recover from Customer all damages and legal fees incurred in the enforcement of this provision on third party access; (iii) Customer shall cooperate with New World in the enforcement of the conditions set forth in the attached Non-Disclosure Agreement or any other reasonable restrictions New World may specify in writing in order to permit access; (iv) Customer shall not permit removal of copyright or confidentiality labels or notifications from its proprietary materials; and (v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed Software. 9.3 Customer agrees that in addition to any other remedies that may be available at law, equity or otherwise, New World shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on Confidentiality and Non-Disclosure without the requirement of posting a bond or proof of injury as a condition for the relief sought. 10.0 LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES New World's entire liability and Customer's exclusive remedies are set forth below: 10.1 For any claim relating to the non-conformance or imperfection of any licensed software provided under this Agreement, New World will correct the defect so that it conforms to the warranties set forth in Section II, subparagraph 4.1; or if after repeated attempts to correct the non-conformity, New World is unable to correct the non-conformity, then Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection with this Agreement, Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. 10.2 New World's liability for damages, regardless of form of action, is limited to the recovery of direct damages up to the Exhibit A Licensed Standard Software fees paid to New World. 10.3 In no event shall New World be liable for any damages relating to Customer's failure to perform its responsibilities or for loss of use, revenue or profits, or for any incidental or consequential damages, even if New World has been advised of the possibility of such damages. If it is determined that a limitation of liability or a remedy contained herein fails of its essential purpose, then the parties agree that the exclusion of incidental and/or consequential damages is still effective. 11.0 INTEGRATION WITH Us. COPYRIGHT ACT 11.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976, Us.e. Sections 101-810 (1976) as amended). If a provision of the U.S. Copyright Act and this Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the more restrictive, then the provision within this Agreement shall apply. CONFIDENTIAL Page 5 (Revised 2/2/99 kcb) City of Sunny Isles Beach, FL 12.0 INDEPENDENT CONTRACTOR 12.1 New World is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. To the extent provided for by law, each party shall be responsible for the acts of its own employees. 12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel. 13.0 INSURANCE REQUIREMENTS New World shall not commence work under this Agreement until it has obtained the insurance required under this paragraph. 13.1 Workers' Compensation Insurance: New World shall procure and maintain during the term of this Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be performed. 13.2 Liability and Property Insurance - Comprehensive Form: New World shall procure and maintain during the term of this Agreement, Liability and Property Damage Insurance in an amount not less than $1,000,000 on account of each accident; and in an amount not less than $1,000,000 for each accident for damage to property. 13.3 Automobile Liability Insurance: New World will procure and maintain during the term of this Agreement, Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in an amount not less than $500,000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $500,000 for each accident; and in an amount not less than $500,000 on account for each accident for damage to property. 14.0 DISPUTE RESOLUTION BY ARBITRATION 14.1 Except for matters in which the dispute relates to a breach of the provisions set forth in Section II, or 9.0 (non-disclosure or confidentiality), any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled in arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator( s) may be entered in any court having jurisdiction thereof. 14.2 Before a demand for arbitration may be filed by either party, the management of both parties shall have met at least two times in face-to-face meetings in an effort to resolve any dispute or controversy through normal business management practices. Unless otherwise agreed to in writing, a minimum of one meeting shall take place at each party's home office location. 14.3 The arbitrators shall have no power or authority to add to or detract from this Agreement of the parties. The arbitrators shall have no authority to award damages over and above those provided for in this Agreement and in any event shall not exceed the limitations set forth in Section II, subparagraph 10.2, even if the remedy or limitation of liability provisions set forth in this Agreement shall for any reason whatsoever be held unenforceable or inapplicable. 14.4 Neither party nor the arbitrators may disclose the existence or results of any arbitration hereunder, except if the arbitration results in a Court imposed judgment, the non-disclosure restriction shall not be effective to the extent the matter becomes a public record. 14.5 Each party shall bear its own costs in preparing for and conducting arbitration, except that the joint costs, if any, of the actual arbitration proceeding shall be shared equally by the parties. 14.6 This Agreement shall be governed by the laws of the State of Florida. If arbitration proceedings are used, the disputes shall be settled in proceedings held in Miami-Dade County, Florida. 15.0 TERMINATION 15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with the terms of this Agreement, Customer may at its option terminate this Agreement with ninety (90) days written notice as follows: (i) The termination notice shall provide a detailed description (with examples) of any warranty defects claimed; (ii) New World shall have ninety (90) days from receipt of said notice to correct any warranty defects in order to satisfy the terms of this Agreement; (iii) During the ninety day cure period, Customer shall apply sound management practices and CONFIDENTIAL Page 6 (Revised 2/2/99 kcb) City of Sunny Isles Beach, FL use its best efforts to resolve any issues or obstacles - including cooperating with New World and reassigning personnel if necessary to improve the working relationship; (iv) At the end of ninety (90) days unless the termination has been revoked in writing by Customer, the Agreement terminates. 15.2 By New World: If Customer fails to make payments to New World under this Agreement, or if Customer fails to fulfill its responsibilities outlined in Section II, Paragraph 6.0, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall derme the reason for termination; (ii) If the cited reason for termination is Customer's failure to make prompt payment, Customer shall have ten (l0) days from receipt of said notice to make payment in full for all outstanding invoiced payments due; (iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities, Customer shall have ninety (90) days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Agreement; (iv) During the applicable cure period, New World will use sound management practices and its best efforts to resolve any issues or obstacles -- including the reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by New World, the Agreement terminates. 15.3 In the event of termination by either party, New World shall continue to provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all fees and charges incurred through the termination date as provided in the attached Exhibits. 15.4 Upon termination under subparagraph 15.1, Customer shall return to New World all copies of each application of Licensed Software and related Licensed Documentation provided to Customer under this Agreement. The return provision shall not apply if Customer has made full payment for the Licensed Software. 15.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim for damages. 15.6 The Terms and Conditions relating to ownership, warranties, confidentiality and non-disclosure, limitation of liability and recoverable damages, Copyright Act, dispute resolution and the General provisions (18.0), survive termination. 16.0 PATENT AND TRADEMARK INDEMNIFICATION New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing of the Licensed Standard Software pursuant to this Agreement, provided that Customer has notified New World in writing of such allegation within thirty (30) days of the date upon which the Customer first receives notice thereof. New World's obligation to indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out of or in connection with any modification made to the Licensed Standard Software or any use ofthe Licensed Standard Software not specifically authorized in writing by New World. 17.0 NOTICES 17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the City Manager of the City of Sunny Isles Beach. 17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the following address (or to any other address so specified by New World): New World Systems Corporation 888 West Big Beaver, Suite 1100 Troy, Michigan 48084 Attention: President 18.0 GENERAL 18.1 This Agreement is the entire agreement between the parties superseding all other communications, CONFIDENTIAL Page 7 (Revised 2/2/99 kcb) City of Sunny Isles Beach, FL written or oral, between the parties relating to the subject matter of this Agreement. This Agreement may be amended or modified only in writing signed by both parties. 18.2 This Agreement is governed by the laws of the State of Florida and it shall be binding on the successors and assigns of the parties. 18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision of this Agreement. 18.4 No action, regardless of form, arising out of the services performed or Licensed Products delivered hereunder, may be brought by either party more than one (1) year after the cause of action has accrued, except that an action for non-payment of fees may be brought within two (2) years of the date of the payment was due. 18.5 The paragraph headings which appear herein are included solely for convenience and shall not be used in the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or otherwise unenforceable shall not affect the other provisions, which other provisions remain in full force and effect. [MI2002RFPIFLORIDAISUNNY ISLESBEACHlLICENSE AGREEMENT. DOC] CONFIDENTIAL Page 8 (Revised 2/2/99 kcb) City of Sunny Isles Beach, FL EXHIBIT A FOR LICENSED STANDARD SOFTWARE AND FEES A. License Fee for LICENSED STANDARD SOFTWARE and DOCUMENTATION selected by CUSTOMER: Application Package Cost 1. Logos@/400 Financial Management Software Base Package) - General Ledger Module - Budgetary Reporting Module - Annual Budget Processing Module - Requisitions Processing Module - Purchasing Module - Accounts Payable Module - Revenue Accounting Module Additional Logos@/400 Financial Management Software - Project and Grant Accounting Module - Fixed Assets Module - Government Reporting Module (GASB 34 Reporting) - Financial Management Cash Register Interface - Financial Management Report Writer2 2. Logos@/400 Community Services Software8 - Geo Property Master Module - Permits and Inspections Module - Code Enforcement Module - Business Licensing Module - Citizen Complaints Tracking Module - Community Services Report Writer 3. Logos@/400 Public Works Software - Vehicle, Facilities, and Equipment Maintenance Module - Work Orders Module 4. Logos@/400 Data Management and Retrieval Tools - Microsoft W ord@ Interface Module3 5. Other Logos@/400 Public Administration Software _ Digital Imaging 4 - CaptureNiew Per Work Station License Fee - GIS Interface Module CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL $50,000 $7,000 $7,000 $13,000 $7,000 $5,000 $7,000 $13,000 $9,000 $11,000 $9,000 $5,000 $14,000 $14,000 $5,000 $10,000 $500 $7,000 Exhibit A/LICENSED STANDARD SOFTWARE AND FEES Page 2 6. LogosNet.toGov (e-Government) Software - LogosNettoGov iSeries Module - LogosNettoGov Web Server Module - Citizen Complaint Entry Module 7. Graphical User Interface Windows PC EnvironmentS - Server Cost - Runtime Client Cost: estimated 20 licenses @ $175 per license SOFTWARE LICENSE FEE LESS DEMONSTRA nON SITE DISCOUNT TOTAL SOFfWARE LICENSE FEE 6,7 ENDNOTES Includesfax and e-mail PO capability. Fax PO requires afax modem and IBM Fax/400 software. Requires Crystal Report Professional Edition Version 8.0 or higher and utilizes standard New World library names. Non standard library names will require customization of the Report Writer Interfaces, Requires Microsoft Word J Requires Pentium PC, Twain 32 Compliant flatbed scanner supplied by Customer. 5 The minimum configuration for the New World GUI is a PC with a Pentium 133 processor and 16 MB RAM with 100MB of.free disk space for the Client. The Server requires TCP/IP. Prices assume that all software proposed is licensed. Any taxes imposed are the responsibility of the purchaser and will be remitted when imposed 8 Customer may replace the Logos/400 Community Service software in this Exhibit A with Logos/MSP Community Service software within the next 48months at no additional Exhibit A license fees, CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL $10,000 $4,000 $4,000 $4,000 $3,500 $219,000 $70,080 $148,920 Exhibit A/LICENSED STANDARD SOFTWARE AND FEES Page 3 B. License Fee Payment Schedule for Licensed Standard Software and Documentation 1. DOWN PAYMENT (40% of the total Exhibit A cost - Invoiced upon receipt of signed Standard Software License and Services Agreement) $59,568 2. DELIVERY PAYMENT (50% of each application cost - Invoiced as each Exhibit A Licensed Standard Software package is delivered to Customer) $74,460 3. FINAL PAYMENT (10% of each application cost - Invoiced 90 days after delivery of each Licensed Standard Software package) $14,892 TOTAL LICENSED STANDARD SOFTW ARE PAYMENTS DUE $148,920 ALL PAYMENTS ARE DUE WITHIN FIFTEEN (15) DAYS FROM RECEIPT OF INVOICE PRICING VALID THROUGH DECEMBER 31,2002. CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL EXHIBIT B PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES 1. Project Management Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan with Customer's management and the Customer liaison. Project Management Services include: (a) a summary level Implementation plan; (b) a detail level Implementation plan; (c) revised Implementation plans (if required); (d) monthly project status reports; and (e) Project Status meetings · a project review (kickoff) meeting at Customer's location · progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and · a project close out meeting at Customer's location to conclude the project. To implement the Exhibit A applications, the project management fee will be $15,000. 2. Training and Installation Support Hours Recommended Allocating adequate support service hours for each application of Licensed Standard Software listed on Exhibit A is not only recommended but also is critical for a successful installation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A, 540 hours of New World installation and training support services have been allocated. A voiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. Customer agrees to reimburse New World for support trips canceled by Customer less than ten (10) days before the scheduled start date to cover New World's out of pocket costs and lost revenues. The recommended installation and training support services include: (a) Installation of each package of Licensed Standard Software; and (b) Customer training and/or assistance in testing for each package of Licensed Standard Software. The project management, training and installation support services are performed at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy). 3. Other Installation Service Fees A flat rate fee is charged for quality assurance of the Customer's existing iSeries 400. This fee does not include hardware and/or third party product costs. Whenever possible, this work will be done remotely, resulting in savings in travel costs. If an on-site installation review is required Customer will be responsible for the actual travel costs. (a) Hardware Quality Assurance Fee $4,000 TOTAL $4,000 CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL Exhibit BIPROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES Page 2 4. Support Service Fees Estimate The 540 hours of training and installation support services cost has been calculated using a rate of $120 per hour. Additional services are also available at the rate of $120 per hour. This rate is protected for one year from the date New World executes this Agreement. After one year, Customer shall pay the then-current hourly rate for all Exhibit B support services rendered. Based on the services suggested above, the Project Management. and Training and Installation Support Service cost will be a total of $83.800. (Plus all actual and reasonable travel expenses incurred by New World divided proportionately between all New World customers visited on a single trip and actual employee travel time for Installation and Training up to but not exceeding four (4) hours per Customer visit.) 5. Additional Services Available Other New World services may be required or requested for the following: (a) Additional software training; (b) Tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff; (c) New World Consultation with other vendors or third parties; (d) Modifying the Licensed Standard Software; (e) Designing and programming Custom Software; (t) Maintaining modified Licensed Standard Software and/or Custom Software. Customer may request these additional services in writing using New World's Request For Service (RFS) procedure (or other appropriate procedure mutually agreed upon by Customer and New World). 6. Payments for Project Management Services Project Management Services will be billed as follows: Day 10 after Agreement Signed Day 90 after Agreement Signed Day 180 after Agreement Signed Upon Project Completion or 365 days after Agreement signed, whichever comes first Total: $ 4,500 $ 4,500 $ 4,500 $ 1,500 $15,000 7. Payments for Other Installation Services Interface Installation Services will be billed as follows: . 50% of the total amount is due upon Agreement being signed. $2,000 · 50% of each Interface amount is due upon completion of the individual installation. Total Due: $2,000 $4,000 CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL Exhibit B/PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES Page 2 8. Payments for Trainin2 and Installation Support Services and Travel Costs All hours for training and installation support services and all travel costs will be billed weekly for services provided in the previous calendar week. Note: Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. ALL PAYMENTS ARE DUE NO LATER THAN 15 DAYS FROM RECEIPT OF INVOICE. CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL EXHIBIT C STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement (SSMA) between New World Systems Corporation (New World) and City of Sunny Isles Beach, Florida (Customer) sets forth the standard software maintenance support services provided by New World. I. Service Period This SSMA shall remain in effect for a period of five (5) years beginning on the 121 st day after the installation of the Licensed Standard Software to Customer (the start date) and ending on the same calendar date five (5) years after the start date. Upon software delivery, Licensed Standard Software installation shall not be delayed more than 30 days from computer's availability for use. 2. Services Included The following services or features are available under this SSMA: (a) Upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed Standard Software application packages are supported no longer than nine (9) months after a new release is announced by New World); (b) Temporary fixes to Licensed Standard Software (see paragraph 6 below); (c) Revisions to Licensed Documentation; (d) Reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone); and (e) Invitation to and participation in user group meetings. Items a, b, and c above will be distributed to Customer on magnetic media or other means, as appropriate. After installation, Customer shall return any magnetic media to New World. Additional support services are available as requested by Customer using the then-current hourly rates or applicable fees. Exhibit B has a description of support services available. 3. Maintenance for Modified Licensed Standard Software and Custom Software Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software. these changes or modifications (no matter who makes them) make the modified Licensed Standard Software more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request, or for prior release of New World's software, then the additional New World maintenance or support services provided shall be billed at the then-current Exhibit B hourly fees plus reasonable expenses. 4. Billing Maintenance costs will be billed annually, beginning on the 121 st day after installation of the Licensed Standard Software and on the same day each year thereafter for the term of the SSMA. (Any Exhibit B support or service hours and travel costs incurred are billed weekly for the previous calendar week.) CONFIDENTIAL (Rev S.L.&SA 11199) City of Sunny Isles Beach, FL Exhibit C/STANDARD SOFTWARE MAINTENANCE AGREEMENT Page 2 5. Additions of Software to Maintenance Agreement Additional Licensed Standard Software licensed from New World will be added to the SSMA ninety (90) days after it is installed at Customer's location. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter. 6. Requests for Software Correction on Licensed Standard Software At any time during the one hundred twenty (120) day warranty period or during the SSMA period, if Customer believes that the Licensed Standard Software does not conform to the current specifications set forth in the user manuals, Customer must notify New World in writing that there is a claimed defect and specify which feature and/or report it believes to be defective. Before any notice is sent to New World, it must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect must accompany each notice. New World will review the documented notice and when a feature or report does not conform to the published specifications, New World will provide software correction service at no charge. (See paragraph 4.0 of the General Terms and Conditions of this Agreement for the New World warranties provided). A non-warranty request is handled as a billable Request for Service (RFS) (see Exhibit B). The no charge software correction service does not apply to any of the following: (a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel; (b) situations where Customer's use or operations error causes incorrect information or reports to be generated; and (c) requests that go beyond the scope of the specifications set forth in the current User Manuals. 7. Maintenance Costs for Licensed Standard Software Packages Covered for IBM iSeries 400 Model Processor New World agrees to provide software maintenance at the costs listed below for the following New World Licensed Standard Software packages installed at Customer's location: Application Package Number of Modules 1. Logos/400 Financial Management Software Base Package 2. Additional Logos/400 Financial Management Software 3. Logos/400 Community Services Software 4. Logos/400 Public Works Software 5. Logos/400 Data Management and Retrieval Tools 6. Other Logos/400 Public Administration Software 7. LogosNet.toGov (e-Government) Software 8. Graphical User Interface 7 5 6 2 1 2 3 2 ANNUAL MAINTENANCE COST: $30,660 (5-Year Plan, billed annually) TOTAL LIST COST: $ 219.000 ALL PAYMENTS ARE DUE FIFTEEN (15) DAYS FROM RECEIPT OF INVOICE. CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL EXHIBIT D NEW WORLD SYSTEMS CORPORATION NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES This Agreement, when accepted and executed by New World, grants the undersigned the permission to use and/or have limited access to certain New World Systems. Corporation (New World) proprietary and/or confidential information Installed at: City of Sunny Isles Beach Customer Name Located at: 17070 Collins Avenue, Suite 250 Sunny Isles Beach, FL 33160 Authorized Signature of Customer: Name (Please Print or Type) Title Signature In exchange for the permission to use or have access toNew World proprietary and/or confidential information, including without limitation, New World software and/or documentation, the organization and individual whose names appear below, agree to the following: I. No copies in any form will be made of New World proprietary or confidential information without the expressed written consent ofNew World's President, including without limitation, the following: Program Libraries, whether source code or object code; Operating Control Language; Test or Sample Files; Program Listings; Record Layouts; All written confidential or proprietary information originating fromNew World including without limitation, documentation, such as user manuals and/or system manuals; and/or All New World Product Bulletins and/or other New World Product related materials. 2. New World software, New World documentation, or other proprietary or confidential information shall not be used for any purpose other than processing the records of the Customer identified above as permitted in the Customer'sStandard Software License and Services Agreement with New World. 3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate remedies available td'Jew World. If it is determined that the money damages caused by the undersigned's failure to comply with the foregoing terms are difficult to ascertain, they are hereby estimated at liquidated damages of no less than three times the then-current License Fees for the License Software provided to Customer under the Standard Software License and Service Agreement between Customer and New World. Agreed and Accepted by Third Party (Organization) Agreed and Accepted by Third Party (Individual) Organization: Individual: By: By: Title: Title: Date: Date: Accepted and Approved By New World Systems Corp. By: Title: Date: CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL EXHIBIT E DEMONSTRATION SITE DISCOUNT New World has provided Customer a significant discount in exchange for the privilege of using Customer's site for demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a reference or remote demonstration site on the telephone for prospective New World customers. By agreeing to be a demonstration site, Customer is not necessarily endorsing the New World software and Customer will not actively participate in any type of marketing and advertising campaign for or on behalf of New World. Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the interruption to Customer's operations. New World will provide Customer reasonable notice for preparation. CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL EXHIBIT F CUSTOMER REQUESTED ST ANDARD SOFTWARE ENHANCEMENTS/MODIFICATIONS AND/OR CUSTOM SOFTWARE A. DEFINITION OF PROJECT New World will provide the Customer requested Standard Software Enhancements and/or Custom Software as discussed below to address the Customer's requirements. Customer agrees to cooperate in not making modifications and enhancements too extensive as defmed in the B-2a procedure below. CAPABILITIES INCLUDED IN FIXED COST UNDER B-4a BELOW 1. Enhancements/Modifications to Exhibit A Software a. Customized Accounts Payable Check: With New World providing consultation, Customer is responsible for obtaining technical contacts and/or technical specifications from the third parties involved. B. METHODOLOGY TO PROVIDE ENHANCEMENTS AND/OR CUSTOM SOFTWARE 1. Definition of New World Responsibility This project includes the following activities to be performed by New World. Review of required features with Customer. Only items identified in Paragraph A above will be provided in this implementation plan. Preparation of Software Specifications Design Document (SSDD) to include: . menu samples . screen samples · report samples - Programming and programming test using RPG - Update user manual to include enhancements - On-site training, testing, and/or other support services using Exhibit B rates and fees. For modification requiring over 50 hours of work, New World utilizes a design document procedure (see B-2a below). For smaller modifications, New World uses a Request For Service (RFS) procedure. Both procedures are reviewed with Customer at a pre-installation planning meeting. The RFS procedure utilizes a form with a narrative description and supporting documentation if applicable to define the work to be done. CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL Exhibit F/CUSTOMER REQUESTED ST ANDARD SOFTWARE ENHANCEMENTS AND/OR CUSTOM SOFTWARE Page 2 2. Implementation Schedule Activity Targeted Time Period a. Complete Design Review or RFS Procedure with Customer Staff. Customer agrees to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the scope (cost and schedule) of this project. To be determined b. New World submits first draft of SSDD or RFS. To be determined c. SSDD or RFS acceptance and sign-off by Customer (no programming will be done by New World until the formal sign-off and Customer's authorization to proceed in writing). To be determined d. New World completes programming from SSDD or RFS and provides modified software to Customer. To be determined e. Software Modification Acceptance Test (as applicable, source code and user manual are updated and provided). To be determined 3. CUSTOMER RESPONSIBILITY Customer's responsibilities are additionally defined in Section II, paragraph 6.0 of the General Terms and Conditions of this Agreement. All Customer requested changes after design sign-off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. 4. COST AND PAYMENT FOR MODIFICATIONS (a) The cost for the enhancements and/or custom software is to be paid as follows: 60% on execution of Agreement $1,350 40% on installation of enhancements and/or custom software $900 Total Exhibit F Cost $2,250 Note: Where applicable, travel costs for New World employees to complete the tasks for Exhibit F services are billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and New World. CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL EXHIBIT G DATA FILE CONVERSION ASSISTANCE New World will provide conversion assistance to Customer to convert the existing data master files specified below. The following information is required to be submitted to New World Systems: 1. List of data files and total number of data files to be converted, 2. Data descriptors (data dictionary) of all data elements contained in the files to be converted, 3. Number of data elements contained in the files, 4. Data to be converted is in fixed field length format with comma delimiters. Data can be submitted via a standard 9 track, 1600 bpi tape in EBCDIC format with a fixed field, fixed record length and fixed block format, or in an ASCII format on the following media types: 3 \12" disk, 8mm tape or CD. An accurate record count must also be provided. Master files to be converted: Financial: - General Ledger Transaction File - Vendor Master File - Fixed Asset Master File Community Services: - Business / Occupational Licenses Master File (Access Data Base) - Permits and Inspections Master File - Certificate of Use Master (Access Data Base) - TBD - Code Enforcement Master File (Access Data Base) - TBD - Permits and Inspections Master File (Access Data Base) - TBD The cost to provide the data file conversion is $13,640. The payment schedule for the conversion is as follows: I. DOWN PAYMENT (60% - due upon execution of Agreement) $8,184 2. FINAL PAYMENT (40% - due upon delivery of data file conversion) $5,456 TOTAL PAYMENTS DUE FOR DA T A FILE CONVERSION (Exhibit G) $13,640 Note: Where applicable, travel costs for New World employees to complete the tasks for Exhibit G services are billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and New World. CONFIDENTIAL (Rev S.L.&SA 11/99) City of Sunny Isles Beach, FL II ~e;:;,!er,:rf,~~},:;)tems APPENDIX 1 AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES December 18, 2002 This agreement (Agreement) between City of Sunny Isles Beach, Florida (Customer) and New World Systems" Corporation, (New World) is to cover the procurement of Third Party products and services by New World for Customer. The attached configuration (Exhibit 1) describes the Third Party products and services that Customer will be obtaining through New World. By their written approval below, Customer authorizes New World to order the Exhibit 1 products for delivery to: City of Sunny Isles Beach Attn: Alyce Hanson 17070 Collins Avenue, Suite 250 Sunny Isles Beach, FL 33160 Upon execution of this Agreement, a down payment of 50% of the Exhibit 1 cost is due. The balance is due upon delivery of the third party products or services. Customer agrees that failure to pay the amount billed within fifteen (15) days will result in a daily finance charge equal to .1 % (.001) of the Exhibit I cost. If applicable, the finance charge will be computed and invoiced separately based on the receipt of Customer's payment to New World for Exhibit I amounts due. Customer agrees to pay all applicable finance charges (if any) promptly. Customer is responsible for the site preparation and related costs to install the Exhibit 1 products. Customer is responsible for any returned product charges, including re-stocking and shipping fees, for all 3rd party products ordered by New World on the Customer's behalf. Actual and reasonable travel expenses incurred by New World, and actual employee travel time up to but not exceed four (4) hours per Customer visit, are in addition to the Exhibit 1 cost and will be billed weekly as incurred. Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. After execution of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of both parties. If a change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and with Customer's approval, these costs shall be borne by Customer. Without such approval, the change order will not be processed. Customer shall or may be required to execute selected Agreements with vendors and New World shall not confirm the ordering of any Exhibit 1 products without Customer's authorized signature on these Agreements. Customer shall receive the benefit of all warranties, services, etc. provided for in the Agreements. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS" CORPORATION (New W rid) ~ ~~ By: ~ By: Authorized Signature, ... Titl~~~ ~~ C'..~ . ~ Ie . /2. -/ 7-tl L. ~J-r.BY: ~~ ~- 4A~~ \ Authorized Signature, \;.....( 'J,C/01.- / Date: Date: Each individual signing above represents that (s)he has the requisite authority to execute this Agree"ment on pehalf of the organization for which (s)he represents and that all the necessary formalities have been met. ,. CONFIDENTIAL (AA3RD 05/95) City of Sunny Isles Beach, FL (~ jjIJ.'uh' s,'';S\lc\l fli.r.:. nl'dt(TNrIUc!' 'flitc j/fJU. /,"Ilj' a lfl'{'/,:""dJ/ I,....:OSI"I-'(J. _)JS-_1(,()_/{U}(J .li'/lli'Jl('I{'II.'()rlt!,\~I'sh'I)J."'.((}JJl AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES December 18, 2002 EXHIBIT 1 CONFIGURATION THIRD PARTY HARDWARE Point of Sale Registers $10,572 (3) PC-Based Register with One Cash Drawer, 17" Flat Panel Color Monitor, and Receipt/Journal/Slip Printer TOTAL THIRD PARTY HARDWARE $10,572 CONFIDENTIAL (AA3RD 05/95) City of Sunny Isles Beach, FL