HomeMy WebLinkAboutJ-4 Resolution: Sungard HTE, IncCity of ~Vliami ~ard~ens
1515-200 NW 167~h Stxeet
Miami Gardens, Florida 33169
Mayor Shirley Gibson
Vice Mayor Oscar Braynon II
Councilman Melvin L. Bratton
Councilman Aaron Campbell
Councilman Andre Williams
Councilwoman Sharon Pritchett
Councilwoman Barbara Watson
1V~M0 L:~1VI
To: Mayor and City Council
From: Dr. Danny O. Crew, City Manager
Thru: Paul L. Miller, Major, Criminal Investigations Bureau
Pam Thompson, Purchasing Manager
Date: March 14, 2007
Re: Proposed Resolution authorizing the City Manager to negotiate and
execute an agreement to purchase and implementation of a fully
integrated Public Safety software system
Backqround:
The City Council authorized the City Manager to issue bonds, whose proceeds
would partially be used for capital expenditures in establishing the Miami
Gardens Police Department.
A computer aided dispatch (CAD); records management system (RMS); and
mobile data computing (MCT) software and hardware is required for the
department to start operations on Saturday, December 1, 2007. These systems
will allow dispatching of calls with GIS capabilities; records management to
include property and evidence, crime analysis, and state/NCIC messaging.
This system will provide the Police Department with the ability to electronically
complete and edit reports and will considerably increase our ability to provide
service to the community. This software system will minimize report storage and
more efficiently analyze criminal activity and assist the department in developing
strategies that effectively deploy personnel in responses to crime trends.
J-4) CONSENT AGEIiT~)~
ItESOLUTION
SUNGARD HTE, INC.
The City of Largo solicited a consultant to assist with preparing a Request for
Proposal to obtain a fully integrated public safety software system. The City of
Largo's RFP and contract, awarded in 2006, allows other governmental entities
to use their contract with vendor's approval SunGard HTE, Inc. has agreed to
allow the City of Miami Gardens to use the City of Largo's contract.
Analvsis:
In order to provide the best police service available, the transition team
researched various software programs in anticipation of the Miami Gardens
Police Department automated needs. Members of the MGPD command staff
completed a needs analysis and determined that the following components will
provide features that will assist our officers in providing service to the residents of
Miami Gardens:
Computer Aided Dispatch (CAD)
Records Management (RMS)
Mobile Data Computers (MDC)
Field Based Reporting (FBR)
This analysis included onsite visits to North Miami, Sunny Isles, North Miami
Beach, Miami, Miami-Dade Schools Police and Miramar Police Departments in
order to obtain a first hand view of individual systems, potential problems and
customer satisfaction. Vendor specific demonstrations were conducted to
provide an overview of the capabilities and pricing of each system. Input was
received from various entities and law enforcement agencies as to which
companies were currently providing the best service and implementation options.
Based on feedback from points of contact and the department's need to
aggressively implement a product, five companies were contacted and asked to
provide information and demonstrations of their product. Four of the companies,
Eden, Sungard (OSSI), Spillman Technologies and PIanUGlobal (partnering with
Motorola), provided literature about their products and conducted product
demonstrations at our offices. The last company, Tiburon, contacted staff and
advised that they were unable to meet our timeline for implementation and
removed themselves from consideration.
While viewing product demonstrations and obtaining vendor information, staff
focused on product application, ease of use, analytical capabilities, and the ability
for implementation prior to December 1, 2007. As the department does not
currently have a manual reporting or records system in place, it was imperative
that the department be able to implement an automated system from the start.
This would prevent the department from having to implement a manual system
and then convert data and retrain personnel within one to two years. Initiating a
seamless technologically advanced system will allow training to be conducted
during the initial transition process. Additional cost savings will be realized by not
having to print forms or institute a manual records maintenance system.
The products that were viewed all had similar capabilities but there were aspects
of each company's product that were unique. The product from SunGard OSSI
was distinguished from the other products in the following three areas:
Field Based Reporting
Individual modules
Ease of use.
The OSSI Product has many of the reports used in the South Florida area
already built into the system. OSSI is being utilized by many Miami-Dade and
Broward Agencies which affords the MGPD the opportunity to utilize reports that
were already designed for many of these departments and are familiar to officers
who may join MGPD.
The modules contained in the package price include:
Standard Reporting and Dispatch
Internal Affairs
Case Management
Quartermaster
Personnel
Equipment
Training
The system also includes analytical modules such as crime analysis, gang
monitoring and sexual offender registration. Many neighboring agencies utilize
this software which may provide information links with MGPD. The OSSI system
is a member of the State of Florida users group which is a vehicle for nefinrorking
and obtaining no cost enhancements to the system.
OSSI management has committed to implementing full system training prior to
December 1, 2007. In addition, assistance from several area agencies has been
offered in order to assist in a smooth transition to this system. MGPD staff
recently visited OSSI's National Headquarters in order to discuss the system with
the OSSI executive team. MGPD staff left with total commitment regarding the
implementation, training, and continued support to the City of Miami Gardens.
The purchase of the OSSI system will enable the MGPD to be at the forefront of
the law enforcement community in South Florida. Our officers will be equipped
with the latest technology to process information quickly and efficiently.
Proiect Structure:
SunGard HTE. Inc will be the lead agency for implementation of the OSSI
Software Records Management System (RMS). In order to fully implement OSSI,
SunGard HTE. Inc. is partnering with two additional companies; Iron Mountain
Intellectual Property Management, Inc. and Stratus Technologies Ireland Limited.
Iron Mountain Intellectual Property will maintain the escrow account necessary to
protect SunGard's proprietary technology, and Stratus Technologies will provide
the high availability server configuration to support the RMS software.
These companies have provided individual contracts for goods and services
which are being administered through SunGard HTE. In line with City of Miami
Gardens procedures each contract must go separately before Council. As such,
the above-mentioned contracts, which are integral pieces of the larger SunGard
system, will be brought before Council as individual agenda items for approval.
Recommendation:
That the City Council approve the attached resolution authorizing the City
Manager to negotiate and execute an agreement with SunGard HTE Inc. in
accordance with the City of Largo's contract for the purchase and implementation
of a public safety integrated software system in an amount of $944,856.00 plus
annual support of $139,999.00
RESOLUTION No. 2007-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE AND ATTEST,
RESPECTIVELY, THAT CERTAIN AGREEMENT BETWEEN THE
CITY OF MIAMI GARDENS AND SUNGARD HTE, INC., FOR A
COMPUTER-AIDED DISPATCHING SYSTEM, A RECORDS
MANAGEMENT SYSTEM, AND A MOBILE DATA COMPUTING
SYSTEM BY RELYING UPON THAT CERTAIN AGREEMENT
DATED MAY 4, 2006, BETWEEN THE CITY OF LARGO,
FLORIDA AND SUNGARD HTE, INC., A COPY OF WHICH IS
ATTACHED HERETO AS EXHIBIT A; PROVIDING FOR
INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE
ADOPTION OF REPRESENTATIONS; PROVIDING AN
EFFECTIVE DATE.
1 WHEREAS, previously the City Council authorized the issuance of bonds to be
2 used for capital expenditures in establishing the City of Miami Gardens Police
3 Department, and
4 WHEREAS, it is necessary for the City to purchase a computer-aided dispatch
5 system, a records management system and a mobile data computing system for the
6 Police Department, and
7 WHEREAS, the City of Largo issued an RFP for systems that are required by the
8 City of Miami Gardens, and
9 WHEREAS, on May 4, 2006, the City of Largo entered into an Agreement for
10 these services with Sungard HTE, Inc. ("Sungard"), and
11 WHEREAS, the City of Largo permits other governmental entities to utilize the
12 Largo Contract for similar services, and
13 WHEREAS, Sungard has agreed to permit the City of Miami Gardens to utilize
14 Largo's Contract for the provision of the required computer services, and
Ft_Lauderdale_128088_1
15 WHEREAS, in accordance with Section 15(b) of the City's purchasing ordinance,
16 the City's purchase of commodities of services from contracts previously awarded by
17 other governmental entities that were competitive bid are exempt from bidding
18 procedures,
19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
20 OF MIAMI GARDENS, FLORIDA, as follows:
21 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas
22 paragraphs are hereby ratified and confirmed as being true, and the same are hereby
23 made a specific part of this Resolution.
24 Section 2. AUTHORITY: The Mayor and City Clerk are hereby authorized and
25 directed to execute and attest, respectively, that certain Agreement between the City of
26 Miami Gardens and Sungard HTE, Inc., for a computer-aided dispatching system, a
27 records management system and a mobile data computing system by relying upon that
28 certain Agreement dated May 4, 2006, befinreen the City of Largo, Florida and Sungard
29 HTE, Inc., a copy of which is attached hereto as Exhibit A.
30 Section 3. INSTRUCTIONS TO THE CITY CLERK: The City Clerk is hereby
31 authorized to obtain three (3) fully executed copies of the subject Agreement, with one
32 to be maintained by the City; with one to be delivered to Sungard HTE, Inc., and with
33 one to be directed to the Office of City Attorney.
34 Section 4 EFFECTIVE DATE: This Resolution shall take effect immediately
35 upon its final passage.
36 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
37 GARDENS AT ITS REGULAR MEETING HELD ON MARCH 14, 2007.
Ft Lauderdale_128088_1
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SHIRLEY GIBSON, MAYOR
ATTEST:
RONETTA TAYLOR, CMC, CITY CLERK
Prepared by SONJA KNIGHTON DICKENS, ESQ.
City Attorney
SPONSORED BY: DANNY CREW, CITY MANAGER
MOVED BY:
SKD/teh
VOTE:
Mayor Shirley Gibson (Yes) (No)
Vice Mayor Oscar Braynon, II (Yes) (No)
Councilman Melvin L. Bratton (Yes) (No)
Councilman Aaron Campbell (Yes) (No)
Councilman Andre Williams (Yes) (No)
Councilwoman Sharon Pritchett (Yes) (No)
Councilwoman Barbara Watson (Yes) (No)
Ft_Lauderdale_128088_1
AGREEMENT BETWEEN SUNGARD INC., AND THE CITY OF MIAMI GARDENS,
FLORIDA
This Agreement is entered into as of this day of March, 2007, between SunGard HTE Inc. ("SunGard" or
"Contractor"), having its principal place of business at 1000 Business Center Drive, Lake Mary, Florida 32746, and the City
of Miami Gardens, FL (the "City" or "Customer"), with its principal place of business at 1515 NW 167`h Street, Bldg 7,
Suite 403, Miami Gardens, FL 33169.
WHEREAS, the City of Largo, Florida previously issued Request for Proposal OS-P-998, and entered into a resulting contract
with SunGard (City of Largo Contract); and
WHEREAS, the City of Largo Contract allows other governmental entities to use the City of Largo Contract, subject to
SunGard's approval; and
WHEREAS, SunGard has agreed to allow City to use the City of Largo Contract as the basis for this Agreement; and
WHEREAS, the City has requested SunGard to furnish a Computer Aided Dispatching System, Records Management System,
and Mobile System (each hereinafter referred to as a"Licensed Program," and described in Exhibit A- Pricing and Detail
Summarv, attached hereto, which reflects agreements and adjustments made during negotiations between the parties; and,
WHEREAS, the request and all subsequent negotiations documented as of the above date are herein reconciled to and are
superseded by this Agreement.
NOW THEREFORE, in consideration of the mutual promises and agreements set forth in this Agreement, and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1.0 INDEPENDENT CONTRACTOR
SunGard shall, at all times, act as an independent contractor in the performance of this Agreement. Neither SunGard nor its
employees or agents shall represent themselves to be, or be deemed to be, employees of the City.
2.0 DUTIES OF PARTIES
SunGard and Customer agree that when this Agreement is signed by both parties, all terms and conditions contained in this
Agreement will apply to any Licensed Programs and/or services offered under this Agreement. SunGard will furnish to the
Customer by this Agreement:
]. The SunGard Licensed Programs listed in Exhibit A to this Agreement.
2. Grant of a nonexclusive, nontransferable, perpetual license to use such Licensed Programs on SunGard-approved
Hardware.
3. Support services as described and provided for in Exhibit B to this Agreement.
4. Training, conversion and project management services as described herein and listed in Exhibit A to this
Agreement.
5. Acquisition on behalf of and for benefit of the City of the Pay Agency Products listed in Exhibit A to this
Agreement.
With respect to the Licensed Programs, the Customer agrees, without limitation, to accept responsibility for:
l. Appointment of a qualified "City Project Representative," as otherwise provided for in this Agreement, and
cooperating with and assisting SunGard in the performance of its responsibilities under this Agreement.
2. Use of the Licensed Programs to achieve the Customer's intended results.
3.0 DEFINITIONS Each of the follo~ving defined ternis will have the meaning given to that term in this Section
~~~henever that term is used in this Agreement Certain other terms used in this Agreement are defined in the operative
provisions of this Agreement:
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°Licensed Program" shall mean a licensed software program identified in attached Exhibit A or in a written amendment to this
Agreement between the parties hereto, and including, without regard to the author thereof, any extracts from such software,
any derivative works of such software, or any collective works constituting such software (such as subsequent releases of the
Licensed Program that are made available to Customer by SunGard as part of Support) or routines and subroutines, consisting
of a series of instructions or statements in machine readable object code form and any related licensed program materials
provided for use in connection with the Licensed Programs. Unless otherwise provided herein, the term "Licensed Programs"
shall refer solely to SunGard Licensed Programs.
"Machine" or "CPU" or "Hardware" shall mean computer hardware designated, supplied or approved by SunGard for
operation of any Licensed Programs.
"Source Code" shall mean a copy of the computer programming code in human-readable form.
"Object Code" shall mean a copy of the computer programming code assembled or compiled in magnetic or electronic binary
form on software media, which is readable and usable by machines, but not generally readable by humans without reverse
assembly, reverse compiling, or reverse engineering.
"Effective Date" shall mean the date first above written, which shall be the date of the execution of this Agreement by the last
party to sign this Agreement.
°Installation Date" shall mean the date that a Licensed Program is installed/loaded on a designated machine. Licensed
Programs will be considered installed when SunGard demonstrates to Customer that the Licensed Program is installed and is
ready for the Customer to start building code files on their computer system.
"Delivery Date" shall mean the date SunGard delivers, F.O.B. SunGard's offices, the Licensed Programs to Customer. The
date of such delivery shall be referred to as the "Delivery Date." For services, the "Delivery Date" refers to the date services
are performed.
"Support" shall mean the maintenance and support call services provided to Customer for the SunGard Licensed Programs
pursuant to the Licensed Programs Support Agreement signed by the parties on or about the Effective Date and attached to this
Agreement as Exhibit B.
"Pay Agency Products" means, collectively, the third party hardware, systems software and/or software products that are
enumerated in Attachment 1 of Exhibit A attached to this Agreement. In each instance, the respective third party owners of
such hardware and systems software products are each referred to as a"Vendor."
"Project Plan" shall mean a definitive written plan, to be signed by both Customer and SunGard, setting forth the timeline in
which SunGard will render the services provided for in Exhibit A. The parties will use good faith efforts to complete and
execution such Project Plan by not later than forty-five (45) days following the Effective Date.
"Documentation," as it refers to any Baseline Licensed Program, means the then-current SunGard-provided on-line and hard
copy user and system manuals and printed information relating to the operation and functionality of the Baseline Licensed
Program.
"Baseline Licensed Program" means the general release version of a SunGard Licensed Program as first delivered to the City,
but without any other modification whatsoever.
"Contidential Information" means non-public information of a party to this Agreement. Confidential Information of SunGard
includes the Licensed Programs, all software provided with the Licensed Programs, and algorithms, methods, techniques and
processes revealed by the Source Code of the Licensed Programs and any software provided with the Licensed Programs.
Notwithstanding anything contained herein to the contrary, Confidential Information does not include information that: (i) is
or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties
without restriction on disclosure; or (iii) the Recipient obtains from a third party without restriction on disclosure and without
breach of a non-disclosure obligation. The parties acknowledge that their respective obligations under this Agreement are
governed by the 11ws of the State of Florida, including without limitation Chapter 119, Florida Statutes, concerning instances
that may require the City disclose Confidential Information of SunGard to third parties. The provisions addressing such
potential disclosures are set forth in Secrion 1] of this Agreement.
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"Discloser" means the party providing its Confidential Information to the Recipient.
"Recipient" means the party receiving Confidential Information of the Discloser.
"Intellectual Property Rights" means all patents, patent rights, patent applications, copyrights, copyright registrations, trade
secrets, trademarks and service marks and Confidential Information.
4.0 CONTRACT DOCUMENTS
The Agreement between the parties shall consist of this Agreement, including the following Exhibits, all of which are
incorporated herein:
Exhibit A- Pricing and Detail Summary
Exhibit B- SunGard Licensed Programs Support Agreement
Exhibit C- SunGard Software Escrow Agreement
Exhibit D- Sample Project Plan
SA LICENSE
The license granted under this Agreement permits the Customer, subject to the provisions of this Agreement, to:
a. Use the Licensed Programs only in the United States of America on the designated Machine(s) for Customer's
internal use only and not for the processing of any data except Customer's (i.e., no service bureau use is
permitted).
b. Copy the Licensed Programs in machine readable object code form as reasonably necessary to support the
Customer's use of the Licensed Programs as authorized under this Agreement.
c. Use the Licensed Programs on a back-up CPU to be used when the designated CPU is temporarily inoperable.
d. Have access to a copy of the Source Code for the Licensed Programs in certain limited instances, subject to
Customer's execution of the escrow agreement attached to this Agreement and marked as Exhibit C. Unless
otherwise provided herein, the Licensed Programs are provided in and may be used in machine-readable object
code form only. The parties shall enter into an escrow agreement in the form of Exhibit C, which describes the
provisions for escrowing of the SunGard Licensed Programs, and the City's rights to release of the software
source code version of the SunGard Licensed Programs from escrow upon the occurrence of the certain release
events specified in Exhibit C.
Customer will not allow the Licensed Programs to be used by, or (subject to the requirements of applicable law) disclose all or
any part of the Licensed Programs to, any person except Customer's employees, on a need-to-know basis. Without limiting the
foregoing, Customer is permitted to allow use of the input and/or output sensory displays of or from the Licensed Programs by
third parties on a need to know basis, and such use shall not be deemed a non-permitted disclosure of the Licensed Programs.
Customer will not allow the Licensed Programs, in whole or in part, to be exported outside of the United States of America, in
any manner or by any means, without in each instance obtaining SunGard's prior written consent and, if required, a validated
export license from the Office of Export Administration within the U.S. Department of Commerce and such other appropriate
United States governmental authorities.
6.0 PERIOD OF PERFORMANCE
This Agreement shall be effective as of the Effective Date and shall remain in full force and effect unless terminated by either
party as otherwise provided for herein. With regard to the services outlined in attached Exhibit A, within forty-five (45) days
following the Effective Date, the parties will develop a Project Plan that includes a tentative timeline for the completion. A
reference Sample Project Plan in attached hereto as Exhibit D.
7.0 PERFORMANCE BOND
SunGard, at its own expense, will obtain and maintain in place for the two (2) year period following the Effective Date, an
annual performance bond, issued by a reputable bonding company qualified to conduct business in the State of Florida, in the
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base amount of $199,500.00 (with the amount of such bond to be reduced in the second year to reflect the value of the services
rendered by SunGard in the first year that such performance bond is in place), to secure SunGard's obligation to render the
services detailed in Attachment A. SunGard will obtain the performance bond for such first year period by not later than thirty
(30) days following the Effective Date.
8.0 PRICING AND PAYMENT TERMS
For the license to use the Licensed Programs identified in Exhibit A, the provision of the services specified in Exhibit A, the
acquisition of the Pay Agency Products identified in Exhibit A, and the Support provided for in Exhibit B, the City will pay
SunGard the fees specified in Exhibit A, in accordance with the payment schedule provided for in Exhibit A. The City will
additionally reimburse SunGard for reasonable travel and living expense actually incurred by SunGard personnel rendering
services. SunGard will use good faith efforts to limit such reimbursable expense amounts. Such efforts will include, without
limitation, using coach air fare, booked in advance when available, staying at hotels identified in advance by Customer as
offering Customer's contractors a discounted rate, and sharing rental cars. With regard to the services specified in Exhibit A
as of the Execution Date, the amount for which the City will reimburse SunGard far travel and living expenses will not exceed
$39,000 without the City's prior and express written consent. In each instance, for each amount invoiced by SunGard,
SunGard will provide Customer with a single itemized invoice bearing the contract number of this Agreement. Each invoice
will be payable by City in accordance with the applicable provisions of the Florida Prompt Payment Act. Late payments will
be subject to late charges as otherwise provided for under the Florida Prompt Payment Act.
The amounts payable to SunGard pursuant to this Agreement are exclusive of any applicable sales, use or excise taxes. Such
amounts will be payable by Customer in addition to the amounts otherwise provided for in this Agreement. Customer
represents that it is exempt from all Federal excise and transportation taxes and Florida sales and use taxes. Customer shall
provide SunGard with a copy certificates evidencing such tax exempt status. SunGard will be responsible for any taxes
imposed upon SunGard's income, gross receipts or capital stock.
9.0 LICENSED PROGRAM SERVICES AND APPOINTMENT OF CUSTOMER REPRESENTATIVE
Training services that SunGard will provide to City in connection with the SunGard Licensed Programs are listed in Exhibit A,
and the fees therefor will be invoiced as provided far in Exhibit A. Additional training can be provided upon request of the
Customer at SunGard's then prevailing rates.
SunGard will provide Customer with the data conversion services specified in Exhibit A and the fees therefor will be invoiced
as provided for in Exhibit A. Additional data conversion assistance can be provided upon request of the Customer at
SunGard's then prevailing rates. Data must be given to SunGard in a format provided or approved by SunGard and the data
must match data field definition. Input data file clean up and formatting shall be the responsibility of the Customer.
Excepting for the modifications (if any) specifically provided for in Exhibit A, no modification services are included in the
services to be provided pursuant to this Agreement. If Customer desires to engage SunGard to provide any such modification
services in any instances, the parties must execute a written amendment to this Agreement. Such written amendment will
specify the specific modifications to be provided by SunGard, and the additional amounts payable by Customer for such
modification services. Without limitation, SunGard will be obligated to provide Support only for the Baseline Licensed
Program.
Customer will cooperate with SunGard to facilitate the performance of SunGard's responsibilities under this Agreement. As
part of Customer's responsibilities, it will make available to SunGard a qualified staff inember to serve as the Customer's
project representative (hereinafter, the "City Project Representative"), who will have authority to act for Customer in the
performance of this Agreement, and to provide SunGard with necessary information and data concerning Customer's
operations and activities, and assume responsibility for the accuracy of such information and data supplied, and provide access
to Customer's computer facility at all reasonable times, and have the authority to enfarce implementation decisions which are
mutually agreed to by Customer and SunGard.
10.0 PROJECT MANAGEMENT
In connection with the services provided for in Exhibit A(for purposes of this Section, the "ProjecY'), the Contractor shall,
within thirty (30) days after the Execution Date, assign an individual ("Project Manager") to oversee and have complete
responsibility for the Project. This Project Manager shall manage and direct SunGard's provision of services, including
SunGard's planning, delivery, installation, and performance verification, and shall be subject to the City's right of disapproval,
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as provided for in Section 12.1 of this Agreement. The Project Manager shall coordinate all work between the various parties
involved (i_e., manufacturer, subcontractors, installation company, etc.).
The Project Manager shall be available on site as required to perform the proposed work in conformance with the Project Plan.
The Project Manager shall be supported by the Contractor's other services personnel in performing SunGard's services
pursuant to this Agreement.
The Contractor's Project Manager and the City Project Representative shall hold regular Project status meetings (both on-site
and by conference call, as appropriate) throughout the duration of the Project, all as to be more fully provided for in the
Project Plan. The Contractor's Project Manager shall provide the City with periodic written reports regarding the Project, with
such reports to include the following minimum items:
A. Work performed.
B. Technical problems encountered.
C. Technical problems resolved.
D. Management problems encountered.
E. Management issues resolved.
F. Meeting attendees.
G. Technical/management items discussed.
H. Action items.
I. Project schedule.
7. Report regarding the status of invoicing and payments.
11.0 PROTECTION AND SECURITY OF PROPRIETARY MATERIALS
Except as otherwise permitted under this Agreement, and subject to the requirements of Chapter 119, Florida Statutes:
The Recipient will not knowingly disclose to any third party, or make any use of the Discloser's Confidential
Information. The Recipient will exercise reasonable and prudent measures, and in any event, exercise at least the same
standard of care to maintain the confide~tiality of the Discloser's Confidential Information that it uses to maintain the
confidentiality of its own Confidential Information of equal importance. Except in connection with the Licensed Programs,
the non-disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential
Information for a period of ten (10) years after Recipient's receipt of that item, or for such longer period as may be required by
applicable law. However, Customer's obligations to maintain the Licensed Programs as confidential will survive in perpetuity.
To the extent that either party is required under applicable law (including whether by statute, order of a court of competent
jurisdiction, or pursuant to a subpoena validly issued by a body having valid subpoena powers under applicable law") to
provide any Confidential Information of the other to a third party (each hereinafter a"Lawful Order of Production), the party
subject to such requirement (the "Producing Party") will promptly notify the other party (the "Owning Party") of such request,
so that the Owning Party can take appropriate action to quash or to otherwise limit such Lawful Order of Production. In the
event of a Lawful Order of Production, the Producing Party will limit the disclosure of the Owning Party's Confidential
Information to only that which is required to comply with the Lawful Order of Production. Further, and without limitation,
notwithstanding the disclosure of the Owning Party's Confidential Information in compliance with such Lawful Order of
Production, the restrictions on the Producing Party's right to use and disclose the Owning Party's Confidential Information so
disclosed under such Lawful Order of Production will remain in full farce and effect for all other purposes whatsoever.
Without limitation, the Licensed Programs constitute "data processing software" and "trade secret" information of SunGard, in
whole and in part, as such terms are defined in Chapter 119, Florida Statutes.
During the term of this Agreement, SunGard may have access to and become familiar with City's Confidential
Information regularly used in the operation of the City's business. This Confidential Information includes, but is not limited to,
non-public devices; processes; applications; records; reports; investigations; compilations of information; specifications; and
financial, accounting, statistical and security information. SunGard shall not, during or after the term of this Agreement
disclose any such Confidential Information of the City to any person (other than to SunGard personnel having a need-to-know
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for the purposes of fulfilling SunGard's obligations under this Agreement, directly or indirectly, nor use it in any way, except
as required or authorized by the City. SunGard shall keep all equipment sign on access authority and passwords confidential
and shall be responsible for all transactions performed on any City data. SunGard shall only use City computer systems for the
purposes set out in this Agreement and any supplements hereto.
Without reducing SunGard's right to own exclusively the Licensed Programs, including any and all modifications thereto
and derivative works thereof, all non-public files, records, documents, drawings, specifications, equipment, software, and
similar items relating to the City's business, whether or not prepared by SunGard, shall remain the exclusive property of the
City and shall not be removed under any circumstances from the premises where the City's work being carried on, without the
prior approval of the City, such approval which the City will not unreasonably withhold, delay or condition. SunGard shall
make no copies of any City Confidential Information, except for use as may be required to perform SunGard's duties under this
Agreement and any supplements hereto.
12.0 LIMITED WARRANTIES
12.1 Limited Warranty Regarding Services. SunGard will render all services under this Agreement in a
professional and workmanlike manner. Customer will have the right to request that SunGard remove and replace any SunGard
personnel providing services at Customer's facilities if, in the reasonable opinion of Customer, such SunGard personnel do not
possess the skilis and experience necessary to render the services for which SunGard has provided such personnel, or for such
other reasons as may be both lawful and appropriate. Promptly after receipt of Customer's request to that effect (which right
of request Customer will not unreasonably exercise), SunGard will replace such personnel (the "Unsatisfactory Personnel")
with personnel possessing the skills and experience necessary to render the services for which SunGard has provided such
personnel, and SunGard will re-provide any services that were not rendered in accordance with the requirements of this
Section at no additional fee to Customer. In the event that SunGard fails to effect the remedy provided for breach of this
limited warranty, then, subject to the limitations set forth in Section 22 of this Agreement, Customer may pursue its remedy at
law to recover direct damages resulting from the breach of this limited warranty.
12.2 Limited Software Warranty by SunGard and Remedy For Breach. For each Licensed Program, SunGard
warrants to Customer that, for a period of thirteen (l3) months after the Delivery Date, the Baseline Licensed Program, as used
by Customer on the Machine for its own, internal computing operations, will operate in substantial conformity with its
Documentation. For each material non-conformity between a Baseline Licensed Program and its Documentation that
Customer reports to SunGard, SunGard will, as soon as reasonably practicable and at its own expense, provide Customer with
an avoidance procedure for or a correction of that non-conformity. If, despite its efforts, SunGard is unable to provide
Customer with an avoidance procedure for or a correction of the non-conformity, then, subject to the limitations set forth in
Section 22 of this Agreement, Customer may pursue its remedy at law to recover direct damages resulting from the breach of
this limited warranty.
12.3 Exclusive Remedies; Disclaimer of Warranties. The remedies for breach of the limited warranties provided
for in this Section 12 are exclusive and are in lieu of all other remedies for breach of the limited warranties provided for in this
Section l2, and SunGard's sole obligations for breach of the limited warranties provided for in this Section 12 are contained in
this Section ]2. SUNGARD MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH
REGARD TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR ANY OF THE LICENSED
PROGRAMS, IN WHOLE OR IN PART. SUNGARD EXPLICITLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
13.0 FORCE MAJEURE
Neither party shall be deemed to be in default of any provision of this Agreement or be liable for any delay, failure in
performance, or interruption of service resulting from act of war, act of God, act of civil or military authority, civil disturbance,
or any other cause beyond its reasonable control.
NOTICE OF FORCE MAJEURE. Each party will notify the other if it becomes aware of any Force Majeure that will
significantly delay performance. The notifying party will give such notice promptly (but in no event later than 15 days) after it
discovers the Force Majeure. If a Force Majeure occurs, the parties will execute a written amendment to this Agreement to
extend the term of performance for a time period that is reasonable under the circumstances.
l4A INSURANCE
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SunGard shall maintain in force at all times during SunGard's performance under this Agreement of any services on-site at
City's facilities not less than the following insurance coverage, with carriers authorized to do business in the State of Florida
and having a Best's rating of at least "A-": (i) workers' compensation and employer's liability insurance as required by law;
(ii) commercial general liability with limits of liability of not less than $2,000,000 combined single limits for bodily injury and
property damage per occurrence (such commercial general liability coverage which will name City as an additional insured);
(iii) motor vehicle liability insurance with limits of liability of not less than $500,000 combined single limits for bodily and
property damage per occurrence for all owned, non-owned and hired automobiles (such motor vehicle liability coverage which
will name City as an additional insured); and (iv) errars and omissions liability insurance with limits of liability of not less than
$1,000,000 in the aggregate. As soon as reasonably practicable after the Effective Date, SunGard shall provide City with
certificates evidencing that all insurance coverage required by this Agreement has been obtained (and further, designating City
as an additional insured under the coverage provided for in Subsections (ii) and (iii) hereo fl, and thereafter, as soon as
reasonably practicable upon request in any instance, shall provide City with current certificates evidencing such insurance
coverage.
15.0 INDEMNIFICATION FOR INJURY TO PERSON OR PROPERTY
SunGard agrees to assume liability for and indemnify, hold harmless, and defend the Customer, its council members, mayor,
officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorney's fees,
in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or
nature for bodily injury, death, and damage to real property and tangible personal property to the extent caused by SunGard's
negligent or intentional acts or omissions ("Claims"). SunGard's liability hereunder shall include all reasonable attorney's fees
and actual out-of-pocket costs incuned by the Customer in the enforcement of this indemnification provision. SunGard's
obligations under this indemnification are expressly conditioned on the following: (i) Customer must promptly notify SunGard
of any such claim; (ii) Customer must in writing grant SunGard sole control of the defense of any such claim and of all
negotiations for its settlement or compromise. Customer reserves the right to represent its own interests in any such action, at
its own expense, but such representation must not prejudice SunGard's right to control the defense of the claim and negotiate
its settlement or compromise; and (iii) Customer must cooperate with SunGard to facilitate the settlement or defense of the
claim. The obligations contained in this provision shall survive termination of this Agreement and shall not be limited by the
amount of any insurance required to be obtained or maintained under this Agreement.
16.0 INTELLECTUAL PROPERTY INDEMNITY
SunGard will defend, indemnify and hold Customer harmless from and against any loss, cost and expense that Customer incurs
because of a claim that use of a Baseline Licensed Program infringes any United States copyright or United States patent of
others. SunGard's obligations under this indemnification are expressly conditioned on the following: (i) The City must
promptly notify SunGard of any such claim; (ii) the City must in writing grant SunGard sole control of the defense of any such
claim and of all negotiations for its settlement or compromise. The City reserves the right to represent its own interests in any
such action, at its own expense, but such representation must not prejudice SunGard's right to control the defense of the claim
and negotiate its settlement or compromise; (iii) the City must cooperate with SunGard to facilitate the settlement or defense of
the claim; (iv) the claim must not arise from modifications or (with the express exception of the other Baseline Licensed
Programs and third party hardware and software specified by SunGard in writing as necessary for use with the Licensed
Program in question) from the use or combination of products provided by SunGard with items provided by the City or any
third party. If any Baseline Licensed Program is, or in SunGard's opinion is likely to become, the subject of a United States
copyright or United States patent infringement claim, then SunGard, at its sole option and expense, will: (A) first use good
faith, diligent efforts to obtain for the City the right to continue using the Licensed Program under the terms of this Agreement;
and if SunGard is unable to attain the result provided for in Subsection A, SunGard will (B) replace the Licensed Program with
products that are substantially equivalent in function, or modify the Licensed Program so that it becomes non-infringing and
substantially equivalent in function; and if SunGard is unable to attain the result provided for in Subsection A or Subsection B,
SunGard will (C) refund to the City the portion of the license fee paid to SunGard for the Licensed Program(s) giving rise to
the infringement claim, less a charge for use by the City based on straight line depreciation assuming a useful life of ten (] 0)
years. THE FOREGOING IS SUNGARD'S EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT
OF INTELLECTUAL PROPERTY RIGHTS.
17.0 COPYRIGHT PROTECTION
The Licensed Programs and any written documentation associated therewith are protected under the Copyright Laws of the
United States. SunGard warrants and Customer acknowledges that, to the best of Customer's knowledge, SunGard has the
following exclusive rights with regard to the Licensed Programs:
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a. To reproduce the Licensed Programs in any or all forms.
b. To adapt, transform or rearrange the Licensed Programs.
c. To prepare other products derivative of the Licensed Programs.
d. To control the distribution of the Licensed Programs.
Customer agrees not to violate any of SunGard's rights or to assist or aid others in doing so. Customer agrees to preserve all
copyright and other proprietary notices in the Licensed Programs and written documentation.
18.0 HARDWARE, SOFTWARE AND SYSTEM SOFTWARE PAY AGENCY PROCUREMENT
Upon the terms and conditions set forth herein, SunGard agrees to obtain for Customer, and Customer agrees to remit payment
to SunGard for, the Pay Agency Products listed in Exhibit A, at the price set forth therein. Customer further agrees to execute
any operating system software sublicense agreement(s) required by the manufacturer(s). Customer may buy and SunGard may
acquire for Customer additional computer hardware to be added to the computer hardware outlined above at the then current
SunGard prices in effect at the time of purchase.
With regard to the Pay Agency Products, Customer designates SunGard as Customer's pay agent for the sole and exclusive
purpose of allowing SunGard, on behalf of Customer, to make payment to Vendor for Customer's procurement of the Pay
Agency Products under the terms and conditions of agreements to be executed and made by and between Customer and
Vendor (individually or collectively "Vendor Agreement"). SunGard will, as soon as reasonably practicable, obtain for
Customer, as Customer's pay agent, the Pay Agency Products from the Vendor. SunGard will remit payment that Customer
makes to SunGard for the Pay Agency Products to the Vendor on behalf of Customer. Customer is hereby advised that
Vendor, and not SunGard, will be providing Customer with any and all maintenance and/or support for the Pay Agency
Products; that Vendor, and not SunGard, assumes all responsibility for and liability in connection with the Pay Agency
Products. SunGard is not authorized to make any representations or warranties that are binding upon Vendor or to engage in
any other acts that are binding upon Vendor, excepting specifically that SunGard is authorized to represent the fees for the
Pay Agency Products as the same is provided for in Exhibit A, and to accept payment of such amounts from Customer on
behalf of Vendor. In no event will SunGard be deemed to have taken title or any similar right or interest in or of any Pay
Agency Products in the chain of distribution to Customer, and title or such similar right or interest in or to the Pay Agency
Products will be deemed to vest in Customer only as otherwise provided for in the Vendor Agreement.
Computer Hardware Delivery. SunGard shall arrange for delivery of the Pay Agency Products to Customer as promptly as
is reasonably practicable (normally, within 30-60 days following the Effective Date).
Shipment. Computer hardware shipments to the Customer's installation site shall be arranged by SunGard to be in an
acceptable mode of transportation to provide appropriate protection of the Pay Agency Products in transit; SunGard shall
prepay all charges for shipments and will invoice same to Customer for reimbursement. Customer agrees to reimburse
SunGard, in accordance with Exhibit A, for all Pay Agency Products transportation, insurance and special handling charges.
Hardware Capacity. It is expressly understood and agreed between SunGard and Customer that Customer has elected to
purchase hardware from other sources that is sufficient to meet Customer's needs and is compatible with SunGard's Licensed
Programs. Customer understands that SunGard's Licensed Programs are frequently enhanced and therefore SunGard's
minimum hardware specifications are subject to change without notice to the Customer.
Other accessories (hardware or software) may be required for the use of the Licensed Programs. Exhibit D contains a listing of
peripherals that Customer has acquired for use with the Licensed Programs. Except as agreed otherwise in writing, SunGard
assumes no responsibility under this Agreement for obtaining or supporting such accessories. Customer is also responsible for
ensuring a proper environment and proper utilities for the computer system on which the Licensed Program operates, including
an uninterrupted power supply.
19.0 ACKNOWLEDGMENT OF SUNGARD'S DEPENDENCE ON CUSTOMER'S GIS INFORMATION
Customer acknowledges and agrees that SunGard's ability to implement the Licensed Programs and to provide services
relating to Geographic Information System (GIS) or relating to Maps or relating to geographic analysis, etc. is dependent on
the Customer providing SunGard with the resources and data for SunGard's Implementation Guide for Map Projects, if
applicable.
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Customer shall provide SunGard with the following accurate GIS resources and accurate data in an ASCII E00 format file for
street centerlines containing:
• Block ranges (address ranges are required) ~
• Street names
• Street prefixes
• Street suffixes
• Jurisdiction/City Code
• X/Y Coordinate Pairs for each street segment (referred to as ARCS by ARCINFO)
Customer is solely responsible for the accuracy of the street inventory and for the accuracy of all attribute data associated with
street segments. Examples of inaccurate information include:
• Missing streets
• Missing street segments
• Missing intersections
• Errors in street names, street prefixes, street type, etc.
SunGard will return to Customer a list of the logical errors from SunGard's editing,/data validation utility. The logical errors
checked for include:
• Address range undershoots
• Address range overshoots
• Missing street names
• Missing street ranges
Customer is responsible for correcting all errors and ensuring the accuracy of all GIS provided data. Defects and errors in data
may cause delays in the project and will be the sole responsibility of the Customer. IN NO EVENT SHALL SUNGARD BE
LIABLE FOR ANY ERRORS ASSOCIATED WITH THE CONVERTED GIS RESOURCES.
Customer is additionally responsible to digitize all required map layers to support the Public Safety GIS-based CAD and RMS
subsystems.
20A (Deleted]
21.0 DEFAULT AND TERMINATION
21.1 DEFAULT BY SLJNGARD. If SunGard breaches a material obligation under this Agreement, the City may declare
SunGard to be in default of this Agreement. If the City asserts a default, it will give SunGard written and detailed notice of the
default. SunGard will have thirty (30) days thereafter either to dispute the assertion in good faith (in which event the parties
will undertake the Internal Dispute Resolution Process outlined in Section 21.3 below) or to provide a written plan to cure the
default. Such plan must be reasonably acceptable to the City. If SunGard provides a cure plan reasonably acceptable to the
City, SunGard will begin implementing the cure plan promptly after receipt of the City's approval of the plan. If SunGard fails
to cure its default or to provide a plan for such cure acceptable to the City, or if SunGard fails to comply with such plan, the
City may declare this Agreement terminated, by providing notice of such termination to SunGard, and thereupon, subject to the
limitations otherwise provided for in this Agreement, the City can pursue a claim against SunGard for direct damages caused
by such breach.
21.2 DEFAULT BY THE CITY. If the City breaches a material obligation under this Agreement, SunGard may deciare the
City to be in default of this Agreement. If SunGard asserts a default, it will give the City written and detailed notice of the
default. The City will have thirty (30) days thereafter either to dispute the assertion in good faith (in which event the parties
will undertake the Internal Dispute Resolution Process outlined in Section 2l .3 below) or to provide a written plan to cure the
default. Such plan must be reasonably acceptable to SunGard. If the City provides a cure plan reasonably acceptable to the
SunGard, the City will begin implementing the cure plan promptly after receipt of SunGard's approval of the plan. If the City
fails to cure its default or to provide plan for such cure acceptable to SunGard, or if the City fails to comply with such plan,
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SunGard may declare this Agreement terminated, by providing notice of such termination to the City, and thereupon, SunGard
can pursue a claim against the City for damages caused by such breach.
21.3 INTERNAL DISPUTE RESOLUTION PROCEDURE. If either party disputes in good faith an assertion put forward by
the other that the party is in breach of a material obligation under this Agreement, or if the parties in any instance agree in
writing to attempt to resolve any other dispute, difference or claim that may arise between them (each a"Dispute"), the parties
will first conduct a staged procedure as follows, it being agreed that for purposes of this Section 21.3, any reference to a
particular representative of a party will also be deemed to include such particular representative's duly authorized successor or
designee and such other persons as each party deems appropriate; PROVIDED, however, that the procedures set forth in this
Section 213 shall not apply to SunGard's obligations of indemnification, as the same are otherwise provided for in this
Agreement:
(a) A party will provide written notice to the other party of a Dispute. Within five (5) business days of the giving of
such notice of a Dispute, the City Project Representative and the SunGard Project Manager will conduct a meeting to attempt
to resolve the matter and set forth such resolution in writing. In the event they are unable to resolve the Dispute at the
foregoing described meeting, they will reasonably define the Dispute in writing including a description of the position of each
party and the other projects and tasks which would be materially affected by the proposed resolution submitted by the City
Project Representative and by the proposed resolution submitted by the SunGard Project Manager.
(b) If the City Project Representative and the SunGard Project Manager are unable to reach resolution at the meeting
prescribed in Section 21.3(a) above, then within five (5) business days after such meeting, SunGard's Vice President,
Professional Services and Customer's Chief Information Officer will meet in Tampa, Florida to attempt to reach a resolution of
the matter in light of the description of the Dispute submitted by the parties and further discussion among and between the
parties and their respective representatives. If they are unable to resolve the Dispute, they will further reasonably define the
Dispute in writing based upon discussions held at their meeting, if appropriate.
(c) If the parties are unable to resolve the Dispute after following the procedures set forth in this Section 21.3, then,
subject to the limitations otherwise provided for in this Agreement, the parties are entitled to pursue all their remedies at law
and in equity including, without limitation and upon agreement of the parties in any given instance, alternative dispute
resolution services. Notwithstanding the provisions of this Section 213 either party may seek equitable relief at any time
without the necessity of first complying with the provisions of this Section 21.3. ~
(d) While this dispute resolution procedure is being conducted, each party will continue in good faith to discharge all
of its respective obligations under or pursuant to this Agreement. Each party will bear its own expenses (including its own
travel and lodging expenses) in connection with the dispute resolution procedure provided for in this Section 21.3.
21.4 EFFECT OF TERMINATION. Upon termination of this Agreement by either party, Customer will promptly return to
SunGard or (at SunGard's request) will destroy all copies of the Licensed Programs, and will certify to SunGard in writing,
over the signature of a duly authorized representative of Customer, that it has done so. Further, upon any termination of this
Agreement, each party will promptly return to the other party or (at the other party's request) will destroy all copies of the
other party's Confidential Information that are in the non-owning party's possession, and will certify to the other, by the
signature of a duly authorized representative of the non-owning party, that the non-owning party has done so.
21.5 SURVIVAL OF OBLIGATIONS. All obligations relating to non-use and non-disclosure of Confidential Information
and indemnity will survive termination of this Agreement. Further, all provision of this Agreement which, by their express
terms survive termination, or which reasonably should survive such termination, shall remain in full force and effect.
21.6 TERMINATION WITHOUT PREJUDICE TO OTHER RIGHTS AND REMEDIES. Termination of this Agreement
will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement.
21.7 NON-APPROPRIATION OF FUNDS. The City represents and warrants to SunGard that Customer has both
appropriated and encumbered sufficient funds in the City's current fiscal year (that is, the fiscal year in effect as of the
Execution Date) to pay SunGard both the amounts provided in Exhibit A as the license fees for the Licensed Programs, and the
fees for acquisition of the Pay Agency Products, in accordance with the payment schedule set forth in Exhibit A. However, the
City's continuing obligation to pay SunGard under this Agreement for services (including Support) is strictly contingent upon
annual appropriation by the City's governing body ("City Council"). If the City Council does not appropriate sufficient funds
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to pay such services/Support compensation to SunGard under the Agreement, the City will promptly notify SunGard of such
fact, with such notice to advise SunGard of the last day through which such funds have been appropriated. On a prospective
basis, the City shall not be held liable to pay SunGard under the Agreement for services/Support rendered after the last day
though which funds have been appropriated, and only with regard to the prospective obligations of SunGard to provide, and
the City to obtain and pay for services/Support under this Agreement, the parties' prospective obligations to obtain/provide
services and Support will be terminated as of the last day through which such funds have been appropriated. Notwithstanding
anything contained in this Agreement to the contrary, the City will not be considered in default if the City Council does not
appropriate sufficient funds to pay the compensation due SunGard under this Agreement. In any such event, however, the City
will remain liable to SunGard for payment of all services fees for services rendered, Support for Support provided, and
reimbursement amounts for reimbursable expenses incurred by SunGard, up to the effective date of such termination for non-
appropriation. Further, the provisions of this Section will not apply to the extent that any funds are appropriated to the City, or
by the City, for the acquisition or provision of services similar to the services/Support to be or that are then being provided by
SunGard under or pursuant to this Agreement, and the City will not during any fiscal period that SunGard is to provide the City
with services/Support under or pursuant to this Agreement, give priority in the application of funds to any other services of the
kind otherwise provided for in this Agreement.
22.0 LIMITATIONS OF LIABILITY.
Excepting speci~cally in connection with SunGard's obligations of indemnity pursuant to this Agreement:
SUNGARD'S LIABILITY TO CUSTOMER IN CONNECTION WITH THE LICENSED PROGRAMS, ANY
SERVICES, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES
THAT THE CITY ACTUALLY PAID TO SUNGARD FOR THE LICENSED PROGRAMS OR SERVICES GIVING
RISE TO THE LIABILITY. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, BASED ON ANY THEORY WHATSOEVER.
23.0 MISCELLANEOUS AGREEMENT PROVISIONS
Choice of Law. This Agreement shall be governed by laws of the State of Florida. Venue and jurisdiction for any state action
arising hereunder shall lie in Miami Dade County, Florida, and for federal actions, venue and jurisdiction shall lie in the U.S.
District Court, Southern District of Florida.
Binding Agreement. The individual signing this Agreement and any Exhibits to this Agreement for the Customer warrants
that they have been duly authorized to bind their respective principals to all rights, duties, remedies, obligations and
responsibilities incurred by way of this Agreement and that the Agreement and any Exhibit to the Agreement are a valid and
binding obligation of the Customer. The individual signing this Agreement and any supplements(s) to this Agreement for
SunGard warrants that they have been duly authorized to bind their respective principals to all rights, duties, remedies,
obligations and responsibilities incurred by way of this Agreement and that the Agreement and any Exhibits to the Agreement
are valid and binding obligation of SunGard.
Assignment. This Agreement and the rights, title, and interest may not be assigned or transferred by the Customer without the
prior written consent of SunGard, which consent may be withheld by SunGard. SunGard may assign its rights, title and
interest by providing 60 days prior written notice to the Customer.
Successors Bound. The terms and conditions of this Agreement shall extend and inure to the benefit and be binding on the
respective successors and assigns of Customer and SunGard.
Severability. If any term or provision of this Agreement or the application thereof to any entity, person or circumstance shall,
to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to
entities, persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby
and each remaining term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
Notices. Any notice provided for herein shall be in writing and sent by registered or certified mail, postage prepaid, addressed
to the party for which it is intended at the address set forth on the first page of this Agreement or to such other address as either
party shall from time to time indicate in writing. Any such notice to be deemed to be effective upon receipt or five (5) days
from the date of the mailing, whichever occurs first.
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Publication. SunGard reserves the right to publish certain information regarding this Agreement. Publication may include,
but shall not be limited to, using Customer's name in a press release announcing this Agreement and listing Customer's name
on SunGard's complete customer listing that is made available to other SunGard customers and potential customers.
Headings. Numbered topical headings, articles, paragraphs, subparagraphs or titles in this Agreement are inserted for the
convenience of organization and reference and are not intended to affect the interpretation or construction of the terms thereof.
Non-Hiring Statement. During the term of this Agreement and for a period of twenty-four (24) months after the termination
of this Agreement, the Customer may not offer to hire or in any way employ or compensate any of the employees of SunGard
or persons who have been employed by SunGard within the immediate past twenty-four (24) months without prior consent of
SunGard.
Non-waiver. Waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any subsequent
breach either of the same ar of another provision of this Agreement.
Use of Licensed Programs By or For the Bene6t of Third Party Agencies. Customer acknowledges that use access by a
third party is prohibited under Section 5.0 of this Agreement and use for the benefit of a third party agency is prohibited as
service bureau processing in Section 5.0 hereof. Upon agreement of SunGard and payment of associated fees related thereto,
SunGard will 1) permit the Licensed Programs to be accessed by a third party agency under the terms of SunGard's Agreement
to Grant Permission to Allow Access to Software, which must be executed by any third party agency permitted to access the
Licensed Programs or 2) will permit use of the Licensed Programs for the benefit of a third party agency under the terms of
SunGard's Service Bureau Processing Addendum to this Agreement.
Entire Agreement. This Agreement, including the Exhibits hereto, constitutes the entire understanding between the parties,
and there are no representations, conditions, warranties, or collateral agreements, expressed or implied, statutory or otherwise,
with respect to this Agreement other than as contained herein, and this Agreement shall supersede all previous
communications, representations or agreements, either written or oral, between the parties regarding the subject matter hereof.
This Agreement may not be modified, omitted or changed in any way except by a written amendment purporting by its express
terms to amend this Agreement, and signed by persons authorized to sign agreements on behalf of the Customer and of
SunGard. Preprinted conditions and all other terms not included in this Agreement, on any purchase order or other document
submitted hereafter by Customer, are of no force or effect.
Both parties acknowledge that they have read this Agreement and agree to be bound by the terms and conditions herein.
CITY OF MIAMI GARDENS, FL
Authorized Signature
SUNGARD HTE
~ ° ~uthorized Signature
Gran# Har6'~n
Vice President ot Professional Service, SunGard HTE InC.
Print Name & Title
Date
Attest:
Reviewed and Approved:
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Exhibit A
Pricing and Detail Summary
(Remove this page and insert Exhibit A document here)
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Exhibit B
SunGard Licensed Programs Support Agreement
(Remove this page and insert Exhibit B document here)
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Exhibit C
SunGard Software Escrow Agreement
(Remove this page and insert Exhibit C document here)
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Exhibit D
Sample Project Plan
(Remove this page and insert Exhibit D document here)
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EXHIBIT A TO
AGREEMENT BY AND BETWEEN SUNGARD HTE INC. AND CITY OF MIAMI GARDENS, FL
PRICING AND PAYMENT SCHEDULE
CUSTOMER NO. ; CONTRACT NO. 07-0186
This Exhibit A is attached to and made a part of the Agreement dated of even date herewith ("Agreement"), between SunGard
HTE Inc. (SunGard) and City of Miami Gardens, FL (Customer). Unless otherwise stated below, this Exhibit A is
governed by, and all terms and conditions as stated in the Agreement, remain in effect.
t
Part #
SunGard Licensed Pro ram
License Fees Annual
Application
Su ort Fees Annual
Application
Su ort T e
OSSI Computer Aided Drspatch
Computer Aided Dispatch
1 CAD-T3 BASE COMPUTER AIDED DISPATCH SYSTEM TIER-3 $ 69,550.00 $ 12,519.00 7x24
I
CAD-MAP-T3 FIRST CAD MAP DISPLAY AND MAP MAINTENANCE
SOFTWARE LICENSE
5,500.00
990.00
7x24
3 CAD-MAPD-T3 ADDITIONAL CAD MAP DISPLAY LICENSE 6,000.00 1,080.00 7x24
Records Management System
1 RMS-BASE-75 BASE RECORDS MANAGEMENT SYSTEM - 75 WORKSTATION 108,500.00 17,360.00 Sx8
I RMS-NTF-25 NOTIFICATION MODULE - 25 WORKSTATION 8,200.00 1,312.00 Sx8
1 RMS-ACCIDENT-50 BASIC ACCIDENT MODULE - 50 WORKSTATION 5,500.00 880.00 Sx8
1 RMS-P&E-5 PROPERTY AND EVIDENCE MODULE - 5 WORKSTATION 5,500.00 880.00 Sx8
I RMS-BAR-HOST-75 BAR CODING SERVER LICENSE - 75 WORKSTATION 8,500.00 1,360.00 Sx8
1 RMS-BAR-CLIENT BAR CODING HAND-HELD CLIENT LICENSE EACH 1,595.00 255.20 Sx8
I
RMS-MAP-75 RMS MAP DISPLAY AND PIN MAPPING LICENSE - 75
WORKSTATION
15,000.00
2,400.00
Sx8
1 RMS- TRMSTR-5 UARTERMASTER MODULE - 5 5,500.00 880.00 Sx8
1 RMS-FLMAINT-5 FLEET MAINTENANCE MODULE - 5 WORKSTATION 1,500.00 240.00 Sx8
1 RMS-TRAIN-5 TRAINING MODULE - 5 WORKSTATION 3,500.00 560.00 Sx8
1 RMS-WIZ-BASE ACCIDENT WIZARD BASE SERVER LICENSE 5,000.00 800.00 Sx8
122 RMS-WIZ-CLIENT ACCIDENT WIZARD WORKSTATION LICENSE 18,300.00 2,928.00 Sx8
1 RMS-CA CRIME ANALYSIS MODULE 12,500.00 2,000.00 Sx8
l CAD-CAPLUS-Tl CRIME ANALYSIS PLUS 7,500.00 1,200.00 Sx8
1 RMS-PSD PROFESSIONAL STANDARDS INTERNAL AFFAIRS MODULE 15,000.00 2,400.00 Sx8
1 RMS-GANG GANG MODULE 7,500.00 1,200.00 Sx8
I RMS-SOFF SEX OFFENDER MODULE 15,000.00 2,400.00 5x8
Mobile CompuNng
I MCT-SWI STATE/NCIC MESSAGING SOFTWARE 20,000.00 3 600.00 7x24
I MCT-BMS-TS BASE MOBILE SERVER SOFTWARE UP TO 150 WORKSTATIONS 42,000.00 7,560.00 7x24
1
MCT-MFR-REV-TS REVIEW MODULE FOR FIELD REPORTING UP TO 150
WORKSTATIONS
35,000.00
5,600.00
Sx8
5 MCT-M[S LAN CLIENT LICENSE FOR MESSAGE SWITCH 1,500.00 270.00 7x24
122 MCT-CLIENT MCT CLIENT - DIGITAL DISPATCH 121,390.00 19 422.40 Sx8
122 MCT-MAP MCT CLIENT - MAPS 24,400.00 3 904.00 Sx8
122 MCT-MFR-OFF MFR CLIENT - BASE INCIDENT/OFFENSE 121,390.00 19,422.40 Sx8
l22 MCT-MFR-ACC MFR CLIENT - ACCIDENT REPORTING 61,000.00 9,760.00 Sx8
122 MCT-MFR-ARREST MFR CLIENT - ARREST 36,600.00 5,856.00 5x8
122 MCT-MFR-ARREST MFR CLIENT - CITATION 61,000.00 9,760.00 Sx8
10 MCT-MFR-MBLN-CLIENT MFR CLIENT- MOBLAN VERSION 5,000.00 800.00 Sx8
License Fee Sub Totals $ 854,425.00
1 DISCOUNT DISCOUNT $ 206,106.25
I DISCOUNT DISCOUNT RMS-GANG, RMS-SOFF Good Throu h 3-30-2007 $ 22,500.00
SunGard Licensed Pro ram Totals $ 625 818.75 S 139 599.00
Note: Mobiles applications do not include AVL hardware
SunGard Exhibit A
Ver. 7. I 1.OS
1 of 18
Miami Gardens Exhibit A FINAL.doc
3/6/2007
t .
art #
unGard Im lementation Services
rainin Fees
nstallation Fees Projec[
Managementl
Professional
Services/ Project
Planning
onversion
Fees
CAD Implemenlation Services
1 CAD-PROJ-MGNT CAD PROJECT MANAGEMENT $ 2Q000.00
1 CAD-PROJ-PLAN PROJECT PLANNING FOR CAD 2,500.00
1 CAD-PROF-SERV-AUD CAD PROFESSIONAL SERVICES AUDIT 3,000.00
1 CAD-PROF-SERV-GOLIVE CAD PROFESSIONAL SERVICES GO-LIVE 2,000.00
1
1 CAD-PROF-ADD
CAD-MAP-CONV ADDITIONAL PROFESSIONAL SERVICES
MAP BASED GEOFILE GENERATION 1,000.00
$ 3Q000.00
1 CAD-MAP-EDTRN MAP ED[TOR TRAINING $ 3,000.00
I CAD-INST ~ BASE CAD SOFTWARE INSTALLATION $ 3,000.00
1 CAD-MNT-TRN CAD MAINTENANCE TRAINING 4,000.00
2 CAD-USR-TRN CAD USER TRAINING 8,000.00
RMS Implementation Services
1 RMS-PROJ-MGNT PROJECT MANAGEMENT FOR RMS 2Q000.00
1 RMS-PROJ-PLAN PROJECT PLANNING FOR RMS 2,500.00
1 RMS-PROF.SERV-AUD RMS PROFESSIONAL SERVICES AUDIT 3,000.00
1 RMS-PROF-SERV-GOLIVE RMS PROFESSIONAL SERVICES GO-LNE 2,000.00
1 RMS-INST BASE RMS SOFTWARE INSTALLATION CHARGES 2,500.00
1 RMS-MNT-TRN RMS MAINTENANCE TRAINING 3,000.00
6 RMS-USR-TRN RMS USER TRAINING 24,000.00
8 RMS-PROF-ADD ADDITIONAL PROFESSIONAL SERVICES 8,000.00
MCT [mp[ementation Services
1 MCT-PROJ-MGNT PROJECT MANAGEMENT SERVICES 20,000.00
1 MCT-PROJ-PLAN PROJECT PLANNING FOR MOBILE 2,500.00
1 MCT-SW4INST INSTALLA7ION OF BASE MESSAGE SWITCH 6,000.00
1 MCT-BMS-INST INSTALLATION OF BASE MOBILE SERVER SOFTWARE 6,000.00
1 MCT-CLIENT-INST INSTALLATION OF DIGITAL DISPA7CHING CLIENT 1,500.00
1 MCT-MNT-TRN MCT MAINTENANCE TRAINING 1,000.00
12 MCT-USR-TRN MCT USER TRAINING 6,000.00
1 MFR-MNT-TRN MOBILE FIELD REPORTING MAINTENANCE TRAINING 1,000.00
12 MFR-USR-TRN MOBILE FIELD REPORTING USER TRAINING
SunGard Im lementation Services Totals 24,000.00
S 74,000.00
$ 19,000.00
$ 86,500.00
$ 30,000.00
Part #
Pa A enc Products - Hardware and S stems Software Hardware &
System
Software Fee
Services
Initial Annual
Maintenance
CAD Application Server
1 HWR-STRA-4300-RCK Fault Tolerant Server Hi h-Volume Rack Mount $ 33,016.52
1 HWR-STRA-4300MTC-1 YR Svatus Assured Availabilit Plus - ftService Annual Maintenance~ $ 9 655.17
1 THP-MS-WIN2003EINC Windows Server 2003 Ente rise Edition Stratus 0.00
] TCH-INSTALL-FT4300 Im lementation Services for Stratus ftServer $ 5,795.00
1 TCH-INSTALL-SERV Im lementation Services for A lication Server 1,200.00
RMS Application Server
1 TCH-INSTALL-SERV Im lementation Services for A lication Server 1,200.00
Message Switch Application Server
1 TCH-INSTALL-SWSERV Im lementation Services for Messa e Switch A lication Server 1,200.00
Server Rack
1 TCH-INSTALL-RACK Im lementation Services for Server Rack 1,200.00
Ca[lTaker/Dispatch Workstation
5
5 HWR-MATROX-P650PC1e
TCH-INSTALL-WKSTN Matrox P650 PCIe 128 Video Card
Im lementation Services for A lication Workstation 1,213.85
500.00
OSS/ Services Workstation
1 THP-SYM-PCA cAn here 11.5 195.56
1 TCH-INSTALL-WKSTN Im lementation Services for A lication Workstation 100.00
Property and Evidence Bar Coding Hardware
1 HWR-P&E-HWRKIT P&E Bar-Codin Kit 1,992.07
1 TCH-INSTALL-P&E Im lementation Services for Bar Codin Hardware 600.00
Centralized Time Source
1 HWR-SPCTM-GPS931 S ectracom Centralized Time Solution 6,183.53
1 HWR-SPCTM-PTENSE S ectracom PresenTense Time S nch Software 1,185.88
1 TCH-INSTALL-NTCLK Im lementation Services for S ectracom NetClock Hardware 1,200.00
Third Nurty Hurdware, Soj'hvare a~rd Serviees
3 TCH-INSTALL-ONStTE On-Site Installation for A lication Servers
Pav A cncv Prnducts - Hardwnre and Svstems Sottware Totals
S 43,787.41
_ T 3,600.00
$ 16,595.00
_'L~_1,,,_.,,
S 9,655.17
,.
~Governed by the Stratus Assured Availability Plus service agreement between ~:ustomer ana ~zra~us i ccuuv~vg~c~.
Actual shipping charges for Pay Agency Products are due upon delivery.
SunGard Exhibit A Miami Gardens Exhibit A F1NAL.doc
2 of 18 3ibi2oo~
Ver. 7.11.OS
Duc Upon Due 30 Days Due 45 Days Due 6U da}s Due 90 day~s Due 120 days Duc INO days Due 270 days Due 360 da}5 Duc as
Controct f~dlowing folluwing fnllowinKthe tullorinqthe follnwingMe tolluw-ingthe follnwingthe Gdlowingthe Othe~ise
Pavment SchedWe• Total Cnntract Exewtion ERective Date Effective Date Effective Date Effective Dale Effective Dah EHective Date Ef(ective Da1e Effective Date Nnted
License Fees S 62i,g1R.75 S 344,'111132 5 9?,N72.61 5 97.872.RI 5 9i,P72.%I
i
?25
1111
Scn~i~'csFccs 20H.51111011 S ~11,9511.1111 5 211,9511.U11 5 52,.1751111 ,
.
S Il
Puv A~encv I'roducu Fcc. nnd Sen~ices 611 iH2.41 S 611,iH? 41
Pay Agcncy Products Iniiial Annual
Maimenancc
CrandTo~al 9 65c_U
S 905,35633
S 344,200.32
S 20950.00
5 Y3.R72.AI 9 fi55.17
T 70.037.SA
S Y3,%72.R1
S 93.R72.N1
S 20,950.00
S S}„37$.p0
S 115,225.00
SY91111
S IiH
Annual Su n (Yca~ 2) S 139,599.nn ,
APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT A, AND, IF APPLICABLE, WILL BE ADDED TO
THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER.
*Payments:
THE AMOUNTS DUE ABOVE SHALL BE PAYABLE AS FOLLOWS:
License Fees: 55% upon the Effective Date;
An additional 15% 45 days following the Effective Date;
An additional 15% 90 days following the Effective Date; and
The remaining 15% 120 days following the Effective Date;
Services Fees: SunGard's services fee amount of $209,500 will be due as follows:
10% of such services fees amount 30 days following the Effective Date;
An additional 10% of such services fees amount 180 days following the Effective
Date;
An additional 25% of such services fees amount 270 days following the Effective
Date; and
The remaining 55% of such services fees amount 360 days following the Effective
Date.
Annual Support Fees: For the SunGard Licensed Programs and the SunGard-generated modifications specified in
the tables above, the term of Support (a period of thirteen months following the Delivery
Date) is included in the license fees. The initial term of support commences on the Delivery
Date of the Licensed Programs. Each subsequent period of support will be in one (1) year
increments. The second Support term will commence on the anniversary of the initial
Support term. Support fees for the second term and each subsequent year term of Support
shall be due prior to the start of that term. Rates for each year of Support subsequent to the
second year are subject to change as otherwise provided for hereinbelow and in the
Licensed Programs Support Agreement.
Pay Agency Products Fees
and Services: 100% 60 days following the Effective Date.
Pay Agency
Products Initial Annual
Maintenance: Initial Annual Maintenance or Fee is payable 60 days following the Effective Date.
Support fees for subsequent terms shall be invoiced by and paid directly to the Vendor.
Travel and Living Expenses: Reasonable travel and living expenses, subject to the limitations provided for in the
Agreement, are in addition to the fees provided for in this Exhibit A and will be invoiced as
incurred. Customer will also reimburse SunGard for the reasonable and actually shipping
and handling costs that SunGard incurs in shipping the Pay Agency Products to Customer's
facilities.
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
3 of 18 si6i2oo~
ve~. ~.>>.os
Optional Products
Notwithstanding anything to the contrary which may be provided, for a period to expire twelve (12) months from the full
execution of this Exhibit A to the Agreement, Customer has the option to purchase the optional products listed on Attachment
3 under the terms contained herein. In the event that Customer elects to exercise this option, Customer will execute a separate
Add-On Quote provided by SunGard reflecting those optional products Customer is electing to purchase.
Software Escrow Fees: The amounts provided for in this Exhibit A are exclusive of the annual software escrow charges that
Customer must pay directly to Iron Mountain in order to be named as an escrow beneficiary of the Source Code for the
SunGard Licensed Programs pursuant to the Source Code escrow agreement (and specifically, in the "Preferred Beneficiary
Acceptance Form" thereo fl included as Exhibit C of the Agreement. The first year fee of $750 is payable to SunGard and is
due by not later than 30 days after the Effective Date, and thereafter, applicable annual fee amounts will be billed by Iron
Mountain (such amounts which will be due at the beginning of the applicable annual period in each instance), and should be
remitted by Customer directly to Iron Mountain.
Support
SunGard will provide the Customer with Support Services under the terms of the Licensed Programs Support Agreement. The
initial term of the Support Services shall commence on the Delivery Date and extend for an initial thirteen (13) month term.
Subsequent terms of support will be for twelve (]2) month periods each (each a"Contract Year," with the first Contract Year
renewal to occur on the first anniversary of the Effective Date), as otherwise provided for in the Licensed Programs Support
Agreement. Provided that the parties continue to renew the Licensed Programs Support Agreement on a continuous Contract
Year-to-Contract Year basis, without interruption, the fees for Support for the Licensed Programs specified in this Exhibit A
for each of the first five (5) renewal Contract Years will be an amount not to increase over the Support fee for the immediately
preceding Contract Year by more than five percent (5%). Thereafter, such fees will be subject to annual increase in accordance
with SunGard's then-current practices. Support fees for each Contract Year are payable in advance, and are due on the first
day of the Contract Year for which such fee amounts are being remitted.
Scheduled Resource Changes
Customer acknowledges that SunGard uses diligent efforts to schedule training and project management sessions sufficiently in
advance to make effective use of SunGard's personnel and to obtain favorable prices for travel and living. Accordingly, the
following cancellation charges apply to training and on-site project management sessions canceled at the request of Customer:
Absent an event force majeure, cancellation within seven (7) days of start date, Customer pays fifty percent (50%) of the total
price for the training or on-site project management; cancellation within three (3) days of start date, Customer is responsible for
entire price of the training or on-site project management; and in addition to the foregoing, Customer shall be obligated to
reimburse SunGard for any non-refundable expenses incurred by SunGard for travel expenses.
Preprinted Terms and Conditions
Preprinted conditions and all other terms not included in this Exhibit A or otherwise in the Agreement, stated on any purchase
order or other document submitted hereafter by Customer are of no force or effect, and the terms and conditions of the
Agreement and any amendments thereto, shall control unless expressly accepted in writing by SunGard to Customer.
SunGard Exhibit A
Ver. 7.11.OS
4of18
Miami Gardens Exhibit A FINAL.doc
3/6/2007
Attachments
The following Attachments are hereby made a part of this Exhibit A:
Attachment 1- Licensed Program, Services, Pay Agency Products Hardware and Systems Software, and Pay
Agency Products Third Party Software Descriptions
Attachment 2- General Project Conditions
Attachment 3 - Optional Products
Attachment 4- Projected Application Support Fees
The terms and conditions contained in this Supplement, including the prices, will be honored as set forth herein,
provided this Supplement is fully executed by March 30, 2007.
CITY OF MIAMI GARDENS, FL
Authorized Signature
Print Name & Title
Date
SunGard Exhibit A
Ver. 7. I 1.05
SUNGARD HTE IN .
A horized Signature
Graoi Har6in
Vice President of Professional Service, SunGard HTE InC.
Print Name & Title
~~ ~ a~
Date
Sof18
Miami Gardens Exhibit A FINAL.doc
3/b/2007
ATTACHMENT 1 TO EXHIBIT A
LICENSED PROGRAM, SERVICE AND PAY AGENCY PRODUCTS HARDWARE/SOFTWARE DESCRIPTIONS
Part Number: CAD-T3
Description: BASE COMPUTER AIDED DISPATCH SYSTEM TIER-3
Long Description: Computer Aided Dispatch Includes:
Single-Jurisdictional CAD for Police, Fire, and/or EMS
Call Taking and Dispatching Functions
Tabular Geo-File Subsystem (without maps)
Business and Sites Subsystem
Unit Recommendation Subsystem
Premise/AIeR and Hotspots Subsystems
Four (4) Call Taker/Dispatcher Console Licenses
---------------------------------------------------------------------------------------------------------------
Part Number: CAD-MAP
Description: FIRST CAD MAP DISPLAY AND MAP MAINTENANCE SOFTWARE LICENSE
Long Description: First OASIS Map Display and Map Maintenance Software License for a CAD Workstation Includes:
Pin Mapping of Calls for Service Data
Map Editing and Maintenance software (training not included)
Map Display for One Workstation
This does not include any GIS data, related attribute data, ortho photography or digitizing services. Should the Customer elect to maintain their maps with
OASIS, they should use this license exclusively as a map editor and not as a CAD display license. Therefore, another CAD Map Dispiay license would be
required for the first CAD workstation.
----------------------------------------------------------------------------------------------------------------
Part Number: CAD-MAPD
Description: ADDITIONAL CAD MAP DISPLAY L[CENSE
Long Description: An additional license, in addition to the number of map console licenses in the base CAD system, is required for each additional call taker
and dispatch console/workstation to display maps with SunGard's CAD system. Each license repcesents one workstation, not concurcent user.
Part Number. CAD-PROJ-MGNT
Description: CAD PROJECT MANAGEMENT
Long Description: CAD project management includes professional services from SunGard for project coordination and project management. The project
management fee also includes coordinating with the Customer's project manager all SunGard related deliveries such as application software, implementation
services, and scheduling of SunGard's resources with the Customer.
----------------------------------------------------------------------------------------------------------------
Part Number: CAD-PROJ-PLAN
Description: PROJECT PLANNING FOR CAD
Long Description: The project planning includes professional services from SunGard for the development of a project plan. A SunGard project manager who
is assigned to this account will do this in conjunction with the Customer's project manager. The planning includes the preparation and development of a
written implementation plan as well as an on-site planning session.
----------------------------------------------------------------------------------------------------------------
Part Number. CAD-PROF-SERV-AUD
Description: CAD PROFESSIONAL SERVICES AUDIT
Long Description: Three (3) days to review Customer's data at SunGard's office during the project. Reviews occur at 10%, 50% and 90% of completion of the
Customer building their CAD support files.
Part Number: CAD-PROF-SERV-GOLIVE
Description: CAD PROFESIONAL SERVICES GO-LNE
Long Description: One (1) SunGard professional to be on-site for up to two days when the base CAD System goes tive as determined by the project plan.
----------------------------------------------------------------------------------------------------------------
Part Number: CAD-PROF-ADD
Description: ADDITIONAL PROFESSIONAL SERVICES
Long Description: Services provided by SunGard product or training specialists. Services may indude but are not limited to add-on module training refresher
training, system analysis, or consulting
----------------------------------------------------------------------------------------------------------------
Part Number: CAD-MAP-CONV
Description: MAP BASED GEOF(LE GENERATION
Long Description: This service includes:
" Programming and consulting services to assist the customer in generating the initial CAD Geo-File centerline in SunGard's proprietary (OASIS)
format.
" Programming and consultation services to assist the customer in generating the initial polygon and general view layers in SunGard's proprietary
(OASIS) format.
Programming and consultation services to assist the customer in generating an ortho photography layer. Ortho photographs are aerial pictures that
can be displayed as a mapping layer. SunGard will assemble the ortho tiles and create a reference database file that will be used by the SunGard product line.
SunGard will install the ortho's on the clients CAD Server. Accepted ortho files formates are SID, TIFF, JPG and BMP. The customer is responsible for
providing ortho source files to SunGard.
" SunGard will perform three (3) detailed reviews of the customer's centerline data at SunGard's office during project implementation. The objective
of this review is to identify suspicious data elements in the customer's centerline that may be of issue when used with CAD. Examples include missing ranges,
overlapping addresses, reversed ranges, eta The customer is provided with a summary report and supplemental Excel reports that help identify the suspicious
data. These audits are only a tool to be used by the customer and are not intended to be a substitute for eustomer data testing and verifieation. Audits occur at
10%, 50% and 90% of project completion. Additional requcsted audits are subject to additional professional charges.
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
6 of 1 S 3ibi2oo~
Ver. 7.ll.OS
Special Notes
" SunGard supports converting ESRI E00, ESRI Shape or Maplnfo source data.
This service assumes the customer provides SunGard all required GIS layers and associated data elements (attribute data) and that SunGard is not required to
provide any digitizing services. This is an estimate of the services needed, to determine the final conversion costs SunGard would need to first evaluate the
customer's GIS data.
" All delays in the project caused by defects of data will be the sole responsibility of the Customer. SunGard shall not assume any liability for any
and all errors associated with the converted GIS resources.
" The customer is responsible to correct all errors and ensuring the accuracy of all GIS provided data.
" The customer is responsible ro digitize all required map layers to support the public safety GIS-based CAD and RMS subsystems.
" The customer is responsible for the validation of all map line wark, atfibute information and related data as well as providing resources to field
verify all of the GIS data.
NOTICE OF SUNGARD'S DEPENDENCY ON CUSTOMER'S GIS DEPARTMENT:
SunGard's ability to provide conversion services relating to Geographic Information System (GIS), maps or geographic analysis, etc. is contingent on the
Customer providing SunGard with the resources and data defined in SunGard's CAD Map Resource Guide that is
incorporated into this agreement as an Exhibit.
The Customer shall provide SunGard with a centerline file that contains the following:
Block ranges (address ranges are required)
Street names
Street prefixes
Street suffixes
Jurisdiction/City Code
X/Y Coordinate Pairs for each street segment (referred to as ARCS by ARCINFO)
The Customer is responsible Yor the accuracy of the street inventory and for the accuracy of all attribute data associated with street segments. Examples of such
accuracy include:
Missing streets
Missing street segments
Missing intersections
Errors in street names, street prefixes, street type, eta
---------------------------------------------------------------------------------------------------------------
Part Number: CAD-MAP-EDTRN
Description: MAP EDITOR TRAINING
Long Description: SunGard will provide up to three (3) days of training at SunGard's office in High Point, NC. The training will indude the updating and
maintenance of the Customer GIS data, creation of polygons and map editor. The Customer is responsible for Vavel and living expenses for their personnel to
attend this uaining. This training is for customers who will be using SunGard's Map Editor as the primary application for maintaining maps.
----------------------------------------------------------------------------------------------------------------
PaR Number: CAD-INST
Description: BASE CAD SOFTWARE INSTALLATION
Long Description: The CAD installation includes the installation of SunGard's standard CAD application software on the Customer's server(s). This price
includes the configuration of up to three (3) CAD workstations on the Customer's LAN for SuoGard's application software. SunGard prefers the CAD
server(s) to be shipped to SunGard's office in High Point, NC to provide these services.
Unless otherwise stated within the quote, the Customer will install and configure the operating system software (Windows 2000 or higher), install all 3rd party
software (i.e. Veritas Open File Manager, PC Anywhere and FoxPro) on the respective tile servers and workstations using SunGard's setup configuration.
Customer is responsible for installation and configuration of the L.ocal Area Network.
SunGard can provide an optional quote to provide the above listed services.
----------------------------------------------------------------------------------------------------------------
Part Number: CAD-MNT-TRN
Description: CAD MAINTENANCE TRAINING
Long Description: Training for key personnel and system administrators (4-6 people max.) responsible for system configuration (induding setting codes to
retlect agency business practices) and maintenance. Class du~ation = up to 4 days.
SunGard recommends scheduling this training at company headquarters in High Point, NC. If Customer requests on-site training, the Customer is responsible
for setting up a suitable training environment following guidelines provided by SunGard.
----------------------------------------------------------------------------------------------------------------
PaR Number. CAD-USR-TRN
Description: CAD USER TRAIMNG
Long Description: Training for end-users (10 people max.) on base CAD. Topics indude navigation, call-processing, dispatching, searching and reporting.
Class duration = up to 4 days.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-BASE-75
Description: BASE RECORDS MANAGEMENT SYSTEM - 75 WORKSTATION
Long Description: SunGard's Client Server Version of RMS (requires Microsoft's Windows 2000 Server or higher) indudes:
Incident/Offense Module
CrimeMatch Reporting
Arrest Module
Warrants Module
UCR Property Management
Master Name Module
Master Vehicle Module
Master Location Module (Requires either tabular or G1S-based Geo-File Module be Licensed)
Case Management Module
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
ver. 7.11.05 7 of 18 3/6/2007
Daily Bulletin
Employee Demographics Module
Off Duty Employment Tracking Module
Standard Traffic Citation Module
Standard Traffic Warning Module
Miscellaneous Cash Receipts Module
State Specitic IBR or UCR Reporting Module
Field Contact Module
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-NTF-25
Description: NOTIFICATION MODULE - 25 WORKSTATION
Long Description: The Notification module allows a user to create system rules that will notify a list of recipients when certain data related activities have
occurced within RMS. Such activities might include a person viewing a record, changing a specific data element on a record, or a entering a new record into
the system. Along with an optional audible alert, notification 'hits' will be displayed on the recipients' desktop at login and at user defined intervals during the
user session. This module requires an additional day of training.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-ACCIDENT-50
Description: BASIC ACCIDENT MODULE - 50 WORKSTATION
Long Description: The Accident Module provides the ability to capture basic crash related data elements and crash diagrams from accidents and replicate the
information to the state specific form for printing.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-P&E-5
Description: PROPERTY AND EVIDENCE MODULE - 5 WORKSTATION
Long Description: Includes software to track and keep inventory of property stored in an evidence environment. The software is bar code compliant however,
bar code software and hardware is not included.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-BAR HOST-75
Description: BAR CODING SERVER LICENSE - 75 WORKSTATION
Long Description: Bar-Coding Host allows client to communicate to host server and with the Property and Evidence module.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-BAR-CLIENT
Description: BAR CODING HAND-HELD CUENT LICENSE (EACH)
Long Description: SunGard's Bar-coding Client Software allows for the following business functions:
Batch processing, including transfers, dispositions, chain of custody transactions and inventory functions.
License is per workstation.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-MAP-75
Description: RMS MAP DISPLAY AND PIN MAPPING LICENSE - 75 WORKSTATION
Long Description: Provides the ability to pin map locations from SunGard's PISTOL Records Management System searches and view multiple layers.
Requires Mapping Geo-file generation and a license of the tirst map view. This requirement may be filled by mapping from CAD.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-QTRMSTR-5
Description: QUARTERMASTER MODULE - 5
Long Description: The Quartermaster module facilitates tracking inventory maintenance for agency definable property items issued by the agency. The
module has both an inventory maintenance component and an ordering user interface allowing individual officers to request specific equipment needs.
Inventory items may include disposable (or issue- once items) such as t-shirts and other clothing items or retumable serialized property items such as weapons,
bullet proof vests, eta The module utilizes bar code technology to facilitate the order filling process, generates reports on items at or below reorder point,
tracks historical inventory issuance per item, and tracks preferred vendor inFormation for each item.
---------------------------------------------------------------------------------------------------------------
Part Number: RMS-FLMAINT-5
Description: FLEET MAINTENANCE MODULE - 5 WORKSTATION
Long Description: This module is used to record and report on scheduled and sporadic maintenance done on the agency's vehicle fleet.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-TRAIN-5
Description: TRAINING MODULE - 5 WORKSTATION
Long Description: The Training Module records employees' training history within the agency including courses taken, eamed certitications induding re-
certification tracking and eamed titles.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-WIZ-BASE
Description: ACCIDENT WIZARD BASE SERVER LICENSE
Long Description: This provides the Accident Drawing Wizard Server License. This module is required to provide the ability to use the wizard on any
workstation, mobile or on the LAN.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-WIZ-CLIENT
Description: ACCIDENT WIZARD WORKSTATION LICENSE
Long Description: This provides the accident drawing wizard per workstation license. Visio 2000 standard edition or higher is required on each workstation or
laptop.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-CA
Description: CRIME ANALYSIS MODULE
Long Description: The Crime Analysis Module provides the ability to pin map evenu from one or more OSSI RMS application modules simultaneously and
identify high crime areas within defined geographic polygon regions. This product includes several forecasting and time series tools. These features will
provide agencies with powerful investigative information that can save personnel hours and assist in identifying resource deployment strategies based upon
historical events.
Site license for Cnme Analysis (pin mapping multiple modules, Time Analysis and ComStat).
----------------------------------------------------------------------------------------------------------------
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
8 of 18 3i6i2oo~
Ver. 7. I 1.05
Part Number: CAD-CAPLUS-T1
Description: CRIME ANALYSIS PLUS
Long Description: Gime Analysis module that combines data from both OSSI CAD and OSSI RMS.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-GANG
Description: GANG TRACKING MODULE
Long Description: The Gang Tracking Module collects names and information associated with the various gangs including members, associates, and locations
This module also has the capability to separately record gang activity and events.
----------------------------------------------------------------------------------------------------------------
PaR Number: RMS-SOFF
Description: SEX OFFENDER MODULE
Long Description: This agency or state specific module allows for the registration and agency reports of sex offenders as detined by the local court. It allows
for various classification levels and various re-registration rules.
Part Number: RMS-PSD
Description: PROFESSIONAL STANDARDS (INTERNAL AFFAIRS) MODULE
Long Description: The Professional Standards (Internal Affairs) module (PSD) allows the Customer to track civilian and sworn individuals involved in
professional standard investigations. The module allows categorization For all types of PSD investigations and provides specific data collection tools for Use
of Force, Vehicle Pursuits, and Traffic Accidents involving departmental vehicles. The module provides a high level of security, including the encryption of
key data within the Customer's relational database.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-PROJ-MGNT
Description: PROJECT MANAGEMENT FOR RMS
Long Description: Includes professional services from SunGard for management oversight and coordination with the Customer's project management,
SunGard's intemal resources and any third paRy vendors. [ncludes coordinating with the customer's project manager all SunGard related deliveries such as
application software, implementation services, and scheduling of SunGard's resouroes with the customer.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-PROJ-PLAN
Description: PROJECT PLANNING FOR RMS
Long Description: Includes professional services for the development of a project plan. A SunGard project manager assigned to this account will do this in
conjunction with the project manager for the Customer. This will indude the preparation and development of a written implementation plan as well as an on-
site planning session.
Part Number: RMS-PROF-SERV-AUD
Description: RMS PROFESSIONAL SERVICES AUD[T
Long Description: Three (3) days to review Customer's data at SunGard's office during the project. Reviews occur at 10%, 50% and 90% of completion of the
Customer building their RMS support fi]es.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-PROF-SERV-GOLIVE
Description: RMS PROFESSIONAL SERVICES GO-LIVE
Long Description: One (1) SunGard professional to be on-site for up to two days when the base RMS Sysiem goes live as determined by the project plan.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-INST
Description: BASE RMS SOFTWARE [NSTALLATION CHARGES
Long Description: Includes the installation of SunGard's base RMS application software on the server. This service also includes the configuration of up to
tive (5) RMS workstations for the RMS application software once on site and operational within the Customet's network. SunGard will train the system
administrator on this procedure so that they are self-sufficient in this area and they can install the software on the remaining workstations.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-MNT-TRN
Description: RMS MAINTENANCE TRAINING
Long Description: Training for system administrators and key personnel (4-6 people max.) responsible for system configuration (including setting codes
reflecting agency business practices) and maintenance. Topics include selecting application settings and building code tables. Class duration = up to 3 days.
SunGard cecommends scheduling this training at company headquarters in High Point, NC. If Customer requests on-site training the Customer is responsible
for setting up a suitable training environment following guidelines provided by SunGard.
----------------------------------------------------------------------------------------------------------------
Part Number: RMS-USR-TRN
Description: RMS USER TRAINING
Long Description: Training for end-users (10 people max.) on base RMS. Topics include navigation, data entry, searching, and reporting. Class duration = 4
days.
SunGard recommends purchasing the companion computer-based training "RMS Basics" CD-ROM as a learning aid for each person attending RMS User
training.
Part Number: RMS-PROF-ADD
Description: ADDITIONAL PROFESSIONAL SERV-CES
Long Description: Services provided by SunGard product or training specialists. Services may include but are not limited to add-on module training refresher
training, system analysis, or consulting.
----------------------------------------------------------------------------------------------------------------
PaR Number: MCT-SWI
Description: STATE/NCIC MESSAGING SOFTWARE
Long Description: The Message Switch sofrware includes a query interface from the SunGard Application to the State computer system and to the FBI/NCIC
system via the state system.
The Message Switch will allow for the following functions:
Workstation-to-Workstation messaging
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
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Ver. 7.1 I.OS
State/NCIC query interface directly from the Data Entry window
Automatic State/NCIC query on license plates from CAD
Responses from the State will come back to the user in the message queue
The Message Switch must run on Windows 2000 Server or higher, not a Workstation, due to Client Access License limitations of the workstation. PC
Anywhere and an external modem are required on the Message Switch server. The Message Switch supports basic State/NCIC queries. All StateMCIC data
entry functions must be performed with state supplied software or technology.
----------------------------------------------------------------------------------------------------------------
Part Number. MCT-BMS-TS
Description: BASE MOBILE SERVER SOFTWARE UP TO 150 WORKSTATIONS
Long Description: Server license of SunGard's Mobile Server Software to support up to l50 Mobile Units registered on the Message Switch (not concurrent
mobile users). Mobile Server processes all mobile inquiries to SunGard's CAD and RMS databases.
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Part Number: MCT-MFR-REV-T5
Description: REV[EW MODULE FOR FIELD REPORTING UP TO l50 WORKSTATIONS
Long Description: The Field Review Module allows officers to submit reports wirelessly (via the RF Network) for supervisor review. The supervisor may then
approve the report or deny the report and return the report (via the RF Network) to the officer for correction. Once approved, the reports are wirelessly
submitted to the agency's RMS.
This module supports up to 150 Mobile Units registered in the Message Switch (not concurrent mobile users).
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Part Number: MCT-MIS
Description: LAN CLIENT LICENSE FOR MESSAGE SWITCH
Long Description: A client license is required for each CAD, RMS or JMS workstation connected to the Customer's LAN or WAN to access SunGard's
Message Switch.
The Message Switch Client provides the following functions:
Workstation-to-workstation messaging
Mobile-to-workstation messaging (if mobile applications are licensed)
SunGard's standard State/NCIC queries
----------------------------------------------------------------------------------------------------------------
Part Number: MCT-CLIENT
Description: MCT CLIENT - DIGITAL DISPATCH
Long Description: Workstation license for the application software for the mobile unit allows the unit to receive and transmit digital (silent) dispatching, car-
to-car and car-to-console messaging, premises and call information, perform local, State and NCIC queries, and receive search information and mugshots from
RMS.
If the Customer is in a state that uses a mag-stripe system and wishes to utilize this functionality with MCT the customer may order the reader from MagTek.
Please contact SunGard's OSS[ Sales Engineer for specifications.
----------------------------------------------------------------------------------------------------------------
PaR Number: MCT-MAP
Description: MCT CLIENT - MAPS
Long Description: Provides the ability for officers to view maps, automatically display the location of a CAD event, and view multiple layers of the same map
available in CAD. Maps also allow officers the ability to pin map mobile search results.
This module is a prerequisite for SunGard's Automatic Vehicle Locator (AVL) Module.
----------------------------------------------------------------------------------------------------------------
Part Number: MCT-MFR-OFF
Description: MFR CLIENT - BASE INCIDENT/OFFENSE
Long Description: The Incident/Offence Module provides the ability for officers to enter Incident Reports, Supplement Reports and Field Contacts on the
mobile unit. Officers can also perform basic IBR or UCR edits on Incident Reports. The Module provides a notes field in each Module (Incident,
Supplements and Field Contacts) to capture narrative.
----------------------------------------------------------------------------------------------------------------
Part Number: MCT-MFR-ACC
Description: MFR CLIENT - ACCIDENT REPORTING
Long Description: Allows officers using SunGard's Mobile product to prepare traffic crash reports in the field. Accident diagram capability may be added by
purchasing SunGard's crash wizard and Microsofr Visio.
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Part Number: MCT-MFR-ARREST
Description: MFR CLIENT - ARREST
Long Description: The Arrest Module allows officers using SunGard's Mobile product to capture data Yor SunGard's standard Arrest Module in RMS.
In some states, this Module does reproduce the state form and can print in the car.
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Part Number: MCT-MFR-CITATION
Description: MFR CLIENT - CITATION
Long Description: The Citation Module allows officers using SunGard's Mobile product to capture data from the written state citation form. In some states,
this Module does reproduce the state form and can print in the car.
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Part Number: MCT-MFR-MBLN-CLIENT
Description: MFR CLIENT- MOBLAN VERSION
Long Deseription: Provides the ability for the officer to enter Incident Reports, Supplement Reports, Field Contacts and Supervisory Review on the agency's
RMS LAN. Ofticers can also perform basic IBR or UCR edits on Incident Reports. The Module provides a notes field in each module (Incident,
Supplements and Field Contacts) to capture the narrative and also provides spell check capabiliry.
----------------------------------------------------------------------------------------------------------------
Part Number. MCT-PROJ-MGNT
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
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Ver. 7.11.05
Description: PROJECT MANAGEMENT SERVICES
Long Description: Includes professional services from SunGard for management oversight and coordination with the Customer's project management,
SunGard's internal resources and any third party vendors. Includes coordinating with the Customer's Project Manager all SunGard related deliveries such as
application software, implementation services, and scheduling of SunGard's resources with the Customer.
----------------------------------------------------------------------------------------------------------------
Part Number: MCT-PROJ-PLAN
Description: PROJECT PLANNING FOR MOBILE
Long Description: Indudes professional services from SunGard for the development of a project plan. A SunGard project manager who is assigned to the
account will do this in conjunction with the project manager for the Customer. This will indude the preparation and development of a written implementation
plan as well as an on-site planning session.
----------------------------------------------------------------------------------------------------------------
Part Number: MCT-SWI-INST
Description: INSTALLATION OF BASE MESSAGE SWITCH
Long Description: Installation and setup of SunGard's Base Message Switch application software.
The Message Switch must run on Windows 2000 Server or higher.
----------------------------------------------------------------------------------------------------------------
Part Number: MCT-BMS-INST
Description: INSTALLATION OF BASE MOBILE SERVER SOFTWARE
Long Description: Installation of the base mobile server software includes configuration, setup, and testing on Customer's server for mobile applications. Also
indudes the installation of the digital dispatch/Mobile Field Reporting application software on up to five (5) mobile computers.
----------------------------------------------------------------------------------------------------------------
Part Number: MCT-CLIENT-INST
Description: INSTALLATION OF DIGITAL DISPATCHING CLIENT
Long Description: Indudes installation, configuration and testing of SunGard's Digital Dispatch Client on up to five (5) of the Customer's mobile computers.
SunGard will instruct the Customer's System Administrator and two other persons on the installation process.
----------------------------------------------------------------------------------------------------------------
Part Number: MCT-MNT-TRN
Description: MCT MAINTENANCE TRAINING
Long Description: Training for system administrators and key personnel (4-6 people max.) responsible for system configuration (including setting codes
reflecting agency business practices) and maintenance. Topics include set-up of MCT on the server and on laptops and selection of system settings. Class
duration = up to I day.
Part Number: MCT-USR-TRN
Description: MCT USER TRAINING
Long Description: Training for end-users (10 people max.) on base MCT. Topics indude viewing and updating unit status information, searching, and
messaging. Dces not include training on MFR. Class duration = up to 4 hours.
----------------------------------------------------------------------------------------------------------------
Part Number: MFR-MNT-TRN
Description: MOBILE FIELD REPORTING MAINTENANCE TRAINING
Long Description: Training for system administrators and key personnel (4-6 people max.) responsible for system configuration (including setting codes
reflecting agency business practices) and maintenance. Topics include setting up the MFR application on the server and laptops, report submission and
approval, and key interactions with RMS. Class duration = up to 1 day.
----------------------------------------------------------------------------------------------------------------
Part Number: MFR-USR-TRN
Description: MOBILE FIELD REPORTING USER TRAINING
Long Description: Training for end-users (10 people max.) on base MFR. Topics indude report submission and searching. Does not include training on MCT
or crash wizard. Class duration = up to 2 days.
Part Number. HWR-STRA-4300-RCK
Description: Fault Tolerant Server (High-Volume Rack Mount)
Long Description: Stratus ftServer 4300
- 2-way DMR Intel~ XeonT"' 3.2 GHz CPU w/1MB iL2 Cache
- Redundant Power Supply
- 4GB Redundant Memory
-(2) 74GB I OK RPM SATA Disk Drive (Mirrored OS)
-(2) 160GB 7200 RPM SATA Disk Drive (Mirrored Data)
-(2) 160GB 7200 RPM SATA Disk Drive (Mirrored Storage)
-(2) ftServer Dual-Port ]0/100/1000 Base-T Ethernet PCI Adapter
- Fault-Tolerant ASN Attach Kit
- 3.5" 1.44 MB USB Floppy Drive
- 24X IDE CD-ROM Drive
- USB Keyboard and Serial Mouse
- ftServer Power Cable Pair 120 VAC/15 A Plug Type NEMA 5-IS
PartNumber: HWR-STRA-4300MTG1YR
Description: Stratus Assured Availability Plus - ttService Annual Maintenance
Long Description: The Assured Availability Plus ftService includes 24x7 Support of both hardware components and the Windows 2003 Operating System.
This is a 1 Year support agreement that is renewed every year.
Part Number: THP-MS-WIN2003EINC
Description: Windows Server 2003 Enterprise Edition (Stratus)
Long Description: Windows Server 2003 Enterprise Edition is included in the purchase of a Stratus ftServer 3300. This also includes 25 Windows Server
2003 CALs.
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
1 1 of 18 3ibi2oo~
Ver. 7.11.0~
Part Number. TCH-INSTALL-FT4300
Description: Implementation Services for Stratus ftServer
Long Description: ftServer JumpStart Installation and Rack Mounting for the Stratus ftServer 4300 at the Customer site. Includes the Stratus Active Upgrade
technology.
Part Number: TCH-INSTALL-SERV
Description: Implementation Services for Application Server
Long Description: SunGard's Implementation Services include:
- Server Hardware Contiguration and initialization
- Installation and contiguration of Windows Operating System
- Installation and configuration of Microsoft SQL Server database software*
- Hardware Ownership Transfer
All Application Servers referenced in this Agreement shall be shipped to SunGard's oftices in High Point, NC. SunGard will install and configure all sottware
on the Application Server per the contract agreement. The server will then be shipped to the Customer's site for final implementation per the contract.
*SQL Software not included.
Part Number: TCH-INSTALL-SERV
Description: Implementation Services for Application Server
Long Description: SunGard's Implementation Services include:
- Server Hardware Contiguration and initialization
- Installation and configuration of Windows Operating System*
- Installation and configuration of Microsoft SQL Server database software*
- Hardware Ownership Transfer
All Application Servers referenced in this Agreement shall be shipped to SunGard's offices in High Point, NC. SunGard will install and contigure all software
on the Application Server per the contract agreement. The server will then be shipped to the Customer's site for final implementation per the contract.
'Microsoft Windows and SQL sottware not included.
Part Number: TCH-IN5TALL-SWSERV
Description: Implementation Services for Message Switch Application Server
Long Description: SunGard's Implementation Services include:
- Server Hardware Configuration and initialization
- Installation and configuration of Windows Operating System
- Installation and configuration of Microsoft SQL Server database software (If required)*
- Hardware Ownership Transfer
All Application Servers referenced in this Agreement shall be shipped to SunGard's offices in High Point, NC. SunGard will install and configure all software
as listed in the contract agreement on the Application Server . The server will then be shipped to the Customer's site for final implementation per the contract.
The Customer is responsibte for all of the associated costs from the State to connect to and communicate with State/NCIC network. This may include the
following additional costs:
- Dedicated Line
- DSU to State
- Associated Installation Charges
- Monthly Charges
- Surcharges by State
- Connectivity Software
*Microsoft Windows and SQL software not included.
Part Number: TCH-INSTALL-RACK
Description: Implementation Services for Server Rack
Long Description: Installation and configuration of Server Rack, UPS and associated servers.
PartNumber: HWR-MATROX-P650PCIe
Description: Matrox P650 PCIe 128 Video Card
Long Description: Matrox P650 Dual-Monitor Video Card to be used for CAD Workstations with 2 digital or analog monitors. Requires an available PCI
Express expansion slot. Compatible with Full Hight configurations only.
Part Number: TCH-INSTALL-WKSTN
Description: Implementation Services for Application Workstation
Long Description: Services for setup and configuration of a single SunGard application workstation. This includes unpacking, staging and network
configuration of the workstation. For the CAD workstation, the installation of the Matrox video card is included. These services do not include Travel and
Living.
Part Number: THP-SYM-PCA
Description: pcAnywhere 1 1.5
Long Description: pcAnywhere is required for remote support and assistance using the $unGard secure VPN connection.
Part Number: TCH-INSTALL-WKSTN
Descnption: Implementation Services for Application Workstation
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
12 of 18 3ibi2oo~
Ver. 7.11.OS
Long Description: Services for setup and configuration of a single SunGard application workstation. This includes unpacking, staging and network
configuration of the workstation. For the CAD workstation, the installation of the Matrox_video card is included. These services do not include Travel and
Living.
* Microsott Visual FoxPro not included.
Part Number: HWR-P&E-HWRKIT
Description: P&E Bar-Coding Kit
Long Description: (2) Symbol SPT1550 Palm Pilot Hand Held Scanning Devices
(2) Symbol CRD-1500-1005 Palm Device Cradle ~
(2) Symbol LS-2208 Handheld USB Wedge Scanner
(1) Sato Model CX400TT Thermal Transfer Label Printers with Paper
(l) Topaz Systems SignatureGem LCD 4X3 Signature Pad
----------------------------------------------------------------------------------------------------------------
Part Number: TCH-INSTALL-P&E
Description: Implementation Services for Bar Coding Hardware
Long Description: [nstallation and configuration of the SunGard Bar Coding Hardware.
----------------------------------------------------------------------------------------------------------------
Part Number: H WR-SPCTM-GPS931
Description: Spectracom Centralized Time Solution
Long Description: Spectracom GPS Command Center Package GP931
- NetClock/GPS Master Clock 9283
- GPS Antenna 8225
- Antenna Surge Protector 8226
- Cable to Antenna 100' CAL7100
- TimeView 400 Display Clock 8177
- 2 TimeTaps 8179T
- l00' RS-485 Station Cable CW04100
Part Number: HWR-SPCTM-PTENSE
Description: Spectracom PresenTense Time Synch Sofrware
Long Description: Windows Network Time Management Software. Upgrades and enhances the W32Time Service for Windows 2003/2000/XP PC's. Package
includes: PresenTense Server, Unlimited PresenTense Clients and LAN Time Analyzers for one LAN.
----------------------------------------------------------------------------------------------------------------
Part Number: TCH-INSTALL-NTCLK
Description: Implementation Services for Spectracom NetClock Hardware
Long Description: Services for installation and configuration of the Spectracom NetClock System. The NetClock hardware will be shipped to SunGard for
initial configuration and then shipped to the Customer for onsite installation. Onsite installation includes administrator training on how to manage the system.
The installation of the NetClock antenna, TimeView Display Clock and cabling are the responsibility of the Customer and are not induded in these services.
----------------------------------------------------------------------------------------------------------------
Part Number: TCH-INSTALL-ONSITE
Description: On-Site Installation for Application Servers
Long Description: The SunGard Onsite Implementation Services include:
- Final OSSI software application cofigurations
- Final third party application configurations
- Configuration of hardware on the customers network and domain
- SA Review and training to cover all hardware and software configurations.
This Agreement is based on the assumption that a Windows 2000 or higher pomain is already in place and functional. If this is not the case, the Customer is
required to provide all necessary equipment and services for such implementation.
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
ve~. ~. i~.os 13 of 18 3ibizoo~
ATTACHMENT 2 TO EXHIBIT A
GENERAL PROJECT CONDITIONS
General Project Condirions - Applies to Enrire Ptoject
Item 1: This :lgreement is based on the assumprion that a Windows 2000 or higher pomain is alread~~ in
place and funcrional. If this is not the case, the Customex is required to provide all necessary
equipment and services for such implementation.
Item 2: The Customer shall provide a cerufied TCP/IP network with all communicarions equipment and
any other requixed components. The cabling of this network, installarion of punch down panels,
hubs, routers, etc. will be the responsibility of the Customer. 1~ddirionally, the Customer is
responsible fox acquiring software that is needed fox monitoring and maintauung the network.
Item 3: SunGard always recommends the highest performance connection for all I.:1N and W,~N
connections. Listed below are SunGard's xecommendations in order of highest throughput:
a. 1 Gb C~~TS (I.:~1N) or Fiber (WI~N)
b. 100 lib C:~TS (I..1N) or Fibex (W~1N)
c. 10 ~fb C~~T5 (L.:~N) or Fiber (W:~N)
d. Line of Site Technology
Item 4: If applicable, all R~1S/J~1S Workstations must be connected to a 10 ~1b/sec or faster TCP/IP
L,~~N. SunGard recommends a 100 ~1b/sec Switched L.:~N for oprimum performance.
Item 5: If applicable, all C~D Workstations must be connected to a dedicated 100 ~1b/sec switched
TCP/IP I.:-1N.
Item 6: The Customer is responsible for the physical placement of all C.~D and/or R:tifS/J~1S
warkstarions and cerufying that they are operarional on the Customer's network. SunGaxd will
load our C~~D and/ar R.~iS/J11S software on up to five (5) C.~D and/ot R:tifS/Jb1S workstations
and train the Customer on the loading process.
Item 7: SunGard's C~~D ~~pplication Softwaxe interfaces with the E911 telephone switch via an RS-232
Serial Cable. The Customer must pxovide this cable (with accurate pin-outs) to connect their
E911 ~1LI Controller s C~~D Port to the SunGard Services Woxkstation's serial port. The
ma~mum length of this cable is 50 feet In the event that a single C 3D Server is servicing
mulriple communicarion centexs (one C.~D Server and multiple E911 I~LI sources), a SunGard
Services Workstarion will be required for each PS:~P for pxoper ~~I.I funcrionality. The
Customer must also provide SunGard with accurate :~I,I interface data formats from their E911
Vendox.
Item 8: For Customers that are acquiring SunGard's tilessage Switch, the Customer is responsible for all
of the associated costs fxom the State to connect to and communicate with State~NCIC netwoxk.
This may include the following additional costs:
i. Dedicated Line
ri. DSU to State
iii. ~ssociated Installation Charges
iv. ~lonthly Chaxges
v. Surcharges byr State
vi. etc.
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
Ver. 7.11.05 14 of 18 3/6/2007
Item 9: The Customex shall implement an Uninterruptible Power Suppl~~ (UPS) system for all servers and
all C~D woxkstations. This can be at the machine level or at the site level. SunGard recommends
the use of an enterprise level \Iaster UPS and external generator for full power backup.
Item 10: SunGard software is designed for use urith laser jet printers for repoxt output in order to urilize
the widex margins available. Report output on non-laser printers (inkjet, dot-matriaz, etc.) maj~ be
adequate, but is not guaranteed b}~ SunGard.
Item 11: This .lgreement is based on the curxent licensing policies of each third party software
manufacturer as well as all hardware manufacturers. In the event that a manufacturex changes any
of these respective policies or prices, SunGard xeserves the right to adjust this proposal to reflect
those changes.
Item 12: .~ll Hardware and System Softwaxe maintenance (i.e. Operating Sj~stem, Data Backup Software,
_~nrivirus Software, etc.) is the responsibility of the Customer. For any Haxdware or System
Software issues, ONLY the manufacturer's waxranty applies. In the case of a Hardware or System
Software issue, the product's manufacturer would be the primar~~ source of support. SunGard
can assist in deteiYnining if the problem occurrence is due to Hardware, System Software or
SunGard ~~pplication Softwaxe. If the issue is found to be xelated to SunGard's .~pplicarion
Software, support would fall under the SunGard contxacted support agxeement If the issue is
found to be caused by Hardwaxe or System Software, support would fall outside of the SunGard
contracted support agreement and standard hourly rates would apply.
Item 13: The Customer will be billed all travel and living expenses and per diem expenses per the terms of
the 1lgreement.
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
Ver. 7.11.05 15 Of 18 3/6/2007
ATTACHMENT 3 TO EXHIBIT A
OPTIONAL PRODUCTS
t
art #
Honal Products
icense Fees
Annual
Application
Su ort Fees
Annual
Application
Su ort T e Initial
Annual
Subscription
Fee
1 CAD-PG-T3 ALPHA NUMERIC PAGING MODULE $ 5,500.00 $ 990.00 7x24
1 CAD-INT-PG-T3 SUNGARD OSS['S INTERFACE TO PAGEGATE 1,000.00 180.00 7x24
l MCT-MFR-CAN[NE MFR CLIENT - CANINE 300.00 48.00 Sx8
1 MCT-MFR-RACEPROF MFR CLIENT - RACIAL PROFILING 200.00 32.00 Sx8
1 RMS-CRST-75 CRIME STOPPERS MANAGEMEN7 MODULE - 75 WORKSTAT[ON IQ500.00 1,680.00 Sx8
l RMS-BIKE-75 BIKE REGIS7 RATION MODULE - 75 WORKSTATION 6,000.00 960.00 Sx8
1 RMS-POP-75 PROBLEM ORIENTED POLICING MODULE - 75 WORKSTATION 10,500.00 1,680.00 Sx8
1 RMS-RPRF RACIAL PROFILING MODULE 5,000.00 800.00 Sx8
1 INT-P2GT3 POLICE 2 CITIZEN 12,500.00 2,000.00 Sx8
l INT-P2P-OSSI ANNUAL FEE P2P-OSS[ ( I51-200 Sworn O~cers) $ 14,000.00
Part Number: CAD-PG
Description: ALPHA NUMERIC PAGING MODULE
Long Description: The Alpha-Numeric Paging Module is designed to automatically send a alphanumeric page to responding units upon dispatch. In addition,
the paging module supports the ability to send individual personalized messages to specific pagers directly from within CAD. The Paging Module requires all
pagers being used to utilize the same paging service provider (Arch Paging, Verizon, etc). The provider must support the TAPI protocol.
For speed efficiency, SunGard recommends that Group paging be setup with a paging services provider that supports group paging. For example, a volunteer
fire station will need to have a single group Pager ldentifier Number (PIN) set up that will alert all firefighters for that specific station. Without Group paging
the Paging Module would have to process each individual firefighters pager which could result in slow notification of all personnel.
The Customer is required to provide a dedicated phone line and external modem for use by the Paging Module only. The Customer is also responsible for all
items such as pagers, paging service fees, installation charges, required network, eta
For more dynamic paging solutions, SunGard offers an interface between the Alphanumeric Paging Module and NotePage's PageGate software. This interface
will provide solutions that include:
" Custom group paging
" Combinations of multiple paging service providers
" Support for multiple paging protocols that includes internet paging (SNPP & SMTP)
" Modem banking
Part Number: CAD-INT-PG
Description: SUNGARD'S INTERFACE TO PAGEGATE
Long Description: SunGard's interface to NotePage, Inc., PageGate software allows tbe CAD Paging Module to interface with the PageGate third party
product. PageGate allows multiple paging service providers. This does not indude the license fees (PageGate & ASCII Command Line interface) for the
PageGate software.
Part Number: MCT-MFR-CANINE
Description: MFR CLIENT - CANINE
Long Description: Canine Module in Mobile Field Reporting.
Part Number. MCT-MFR-RACEPROF
Description: MFR CLIENT - RACIAL PROFILING
Long Description: The Racial Profile module has been developed for both MFR and RMS applications and allows officers to document required traffic stop
information from their mobile computers, MobLAN or RMS. Agencies may use any or all of these methods to record traffic stop data. Each agency's form for
racial profile data collection may vary and must be approved by Product Management.
Part Number: RMS-CRST-75
Description: CRIME STOPPERS MANAGEMENT MODULE - 75 WORKSTATION
Long Description: This module gives the ability to track narrative tip information as well as associate an unlimited number of master name records, and related
vehides, associated with the tip. The module interacts with SunGard 's standard involvement subsystem for names entered as a related name to the Crime
Stoppers record.
The module also provides the following:
Ability to track payments made to Crime Stopper informants and track the number of cases that were cleared from a specific tip, including a breakdown of the
number of felony and misdemeanor arrests made from the tip.
Ability to track which agency/unit the tip has been referred to for follow up.
Ability to generate seven summary reports based upon Gime Stoppers data such as Crime Stoppers Monthly Report, Crime Stoppers Referral
Listing, Summary by Nature of Call, etc.
Part Number: RMS-k31KE-75
Description: BIKE REGISTRATION MODULE - 75 WORKSTATION
Long Description: This module tracks the registration of bicycles with the agency. This module tracks owner, the physical description of the bike, agency
issued registration number, senal number and OAN and other relative information.
Part Number: RMS-POP-75
Description: PROBLEM ORIENTED POLICING MODULE - 75 W'ORKSTATION
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
ver. 7.11.05 16 of 18 3/6/2007
Long Description: The Problem Oriented Policing Module is a knowledge based application which gives an agency the ability to collect and record data
relating to Problem Oriented Policing activities. The types of activities to be recorded are varied but generally include directed patrols and service requests
from citizens. This module provides the ability to record the name of the citizen requesting action, the location of the activity, a description of the activity, the
ofticer assigned to follow up on the requesdassignment and actions taken by the ofticer. The module also provides search capabilities and the generation of
follow up letters and/or emails to the requesting citizen.
Part Number: RMS-RPRF
Description: RACIAL PROFILING MODULE
Long Description: The Racial Profile module allows officers to document reyuired traftic stop information. Each agency's form for racial profile data
collection may vary and must be approved by Product Management.
----------------------------------------------------------------------------------------------------------------
Part Number: INT-P2C
Description: Police 2 Citizen
Long Description: Police to Citizen (P2C) is an Intemet based application for citizens to search information posted by the agency. Citizens can search accident
reports, view daily bulletin and missing persons, view the Customer's calendar of events, and report basic incidents. This application is easily customizable to
the Customer's preference, allowing the agency to quickly change graphics and the information that is displayed on the portal.
----------------------------------------------------------------------------------------------------------------
PaR Number: INT-P2P-OSSI
Description: ANNUAL FEE P2P - OSSI
Long Description: Annual Subscription Fee -- SunGard's Police to Police (P2P) application is a browser-based solution that enables public safety agencies to
share information from their Records Management System while maintaining complete control over their own RMS. Currently, this functionality indudes:
Base Name Query Base Incident Query Base Pawn Query Base Vehicle Query Base Property Query Mugshots with Line-ups Basic first-level involvements
plus detail page views of many involvements. Each Site must provide the following: Each site must have a firewall that is approved by SunGard. Each site
must have a constant Intemet connection to a Windows 2000 Workstation or Server (minimum 256kbps Bandwidth), not a dial-up to host their data. Each site
must provide PCAnywhere access to the desktop of the server above for SunGard to suppoR via the Internet. The provision of P2P is subject to a separate P2P
Data Access Agreement that must be executed before commencement of the service. Note: When you host RMS data on the P2P network there may be an
impact on your current Microsoft SQL License associated with your RMS system application. Prior to the implementation of P2P, a review will take place with
your IT staff and the SunGard technical staff to determine any required upgrade to your Microsoft SQL License.
SunGard Exhibit A Miami Gardens Exhibit A FINAL.doc
Ver. 7.11.05 17 of 18 3/6/2007
ATTACHMENT 4 TO EXHIBIT A
PROJECTED* APPLICATION SUPPORT FEES
Projected 4th Projected Sth Annual
Projected 3rd Year Year Application
Year Application Application Applicafion Support
t Part # SunGard Licensed Pro ram Su ort Fees Su ort Fees Su ort Fees T e
OSS/ Computer Aided Dispatch
Computer Aided Dispatch
1 CAD-T3 BASE COMPUTER AIDED DISPATCH SYSTEM TIER-3 $ 12,894.57 $ 13,281.41 $ 13 679.85 7x24
FIRST CAD MAP DISPLAY AND MAP MAINTENANCE
1 CAD-MAP-T3 SOFTWARE LICENSE 1,019.70 1,05029 1,081.80 7x24
3 CAD-MAPD-T3 ADDITIONAL CAD MAP DISPLAY LICENSE 1 ll 2.40 1 145.77 1 180.15 7x24
Records Management System
1 RMS-BASE-75 BASE RECORDS MANAGEMENT SYSTEM - 75 WORKSTATION 17,880.80 18,41722 18,969.74 Sx8
1 RMS-NTF-25 NOTIEICATIONMODULE-25WORKSTATION 1,35136 . 1,391.90 1,433.66 Sx8
l RMS-ACCIDENT-50 BASIC ACCIDENT MODULE - 50 WORKSTATION 906.40 933.59 961.60 Sx8
1 RMS-P&E-5 PROPERTY AND EVIDENCE MODULE - 5 WORKSTATION 906.40 933.59 961.60 Sx8
1 RMS-BAR-HOST-75 BAR CODING SERVER LICENSE - 75 WORKSTATION 1,400.80 1,442.82 1,486.11 Sx8
1 RMS-BAR-CLIENT BAR CODING HAND-HELD CLIENT UCENSE (EACH) 262.86 270J4 278.86 Sx8
RMS MAP DISPLAY AND PIN MAPPING LICENSE - 75
1 RMS-MAP-75 WORKSTATION 2,472.00 2,546.16 2,622.54 Sx8
1 RMS- TRMSTR-5 UARTERMASTER MODULE - 5 906.40 933.59 961.60 Sx8
1 RMS-FLMAINT-5 FLEET MAINTENANCE MODULE - 5 WORKSTATION 24720 254.62 262.25 Sx8
1 RMS-TRAIN-5 TRAINING MODULE - 5 WORKSTATION 576.80 594.10 611.93 Sx8
1 RMS-WIZ-BASE ACCIDENT WIZARD BASE SERVER LICENSE 824.00 848.72 874.18 Sx8
122 RMS-WIZ-CLIENT ACCIDENT WIZARD WORKSTATION LICENSE 3,015.84 3,10632 3,199.50 Sx8
1 RMS-CA CRIME ANALYSIS MODULE 2,060.00 2,121.80 2,185.45 Sx8
1 CAD-CAPLUS-T1 CRIME ANALYSIS PLUS 1,236.00 1,273.08 1,31 ]27 Sx8
1 RMS-PSD PROFESSIONAL STANDARDS INTERNAL AFFAIRS MODULE 2,472.00 2,546.16 2 622.54 Sx8
1 RMS-GANG GANG MODULE 1,236.00 1,273.08 1,31127 Sx8
1 RMS-SOFF SEX OFFENDER MODULE 2,472.00 2,546.16 2,622.54 Sx8
Mobile Computing
1 MCT-SWI STATE/NCIC MESSAGING SOFTWARE 3,708.00 3,81924 3,933.82 7x24
1 MCT-BMS-TS BASE MOBILE SERVER SOFTWARE UP TO 150 WORKSTATIONS 7,786.80 8,020.40 8,261.02 7x24
REVIEW MODULE FOR FIELD REPORTING UP TO 150
1 MCT-MFR-REV-TS WORKSTATIONS 5,768.00 5,941.04 6,11927 Sx8
5 MCT-MIS LAN CLIENT UCENSE FOR MESSAGE SWITCH 278.10 286.44 295.04 7x24
122 MCT-CLIENT MCT CLIENT - DIGITAL DISPATCH 2O,005.07 20,60522 21 22338 Sx8
122 MCT-MAP MCT CLIENT - MAPS 4,021.12 4,141.75 4,266.01 Sx8
122 MCT-MFR-OFF MFR CLIENT - BASE INCIDENT/OFFENSE 20,005.07 20,60522 21 22338 Sx8
]22 MCT-MFR-ACC MFR CLIENT - ACCIDENT REPORTING 1Q052.80 IQ35438 10,665.02 Sx8
122 MCT-MFR-ARREST MFR CLIENT - ARREST 6,031.68 6,212.63 6,399.01
2 Sx8
8
S
122 MCT-MFR-ARREST MFR CLIENT - CITATION 10,052.80 ]0,35438 10,665.0
8 x
8
S
10 MCT-MFR-MBLN-CLIENT MFR CLIENT- MOBLAN VERSION 824.00 848.72 874.1 x
Pro'ected A lication Su ort Fee Totals $ 143,786.97 $ 148,100.58 $ 152 543.60
Projected 4th Projected Sth Annual
Projected 3rd Year Year Application
Year Application Application Application Support
t Part # O tional Products Su ort Fees Su ort Fees Su ort Fees T e
1 CAD-PG-73 ALPHA NUMERIC PAGING MODULE $ 1,019.70 $ 1,05029 $ 1,081.80 7x24
1 CAD-INT-PG-T3 SUNGARD OSSI'S INTERFACE TO PAGEGATE 185.40 190.96 196.69 7x24
1 MCT-MFR-CANINE MFR CLIENT - CANINE 49.44 50.92 52.45 Sx8
S
8
1 MCT-MFR-RACEPROF MFR CLIENT - RACIAL PROFILING 32.96 33.95 34.97 x
S
8
1 RMS-CRST-75 CRIME STOPPERS MANAGEMENT MODULE - 75 WORKSTATION 1,730.40 1,78231 1 835.78 x
1 RMS-BIKE-75 BIKE REGISTRATION MODULE - 75 WORKSTATION 988.80 1,018.46 1,049A2 Sx8
1 RMS-POP-75 PROBLEM ORIENTED POLICING MODULE - 75 WORKSTATION 1,730.40 1,78231 1,835.78 Sx8
1 RMS-RPRF RACIAL PROFILING MODULE 824.00 848.72 874.18 Sx8
1 INT-P2GT3 POLICE 2 CITIZEN $ 2,060.00 $ 2,121.80 $ 2,185.45 Sx8
1 INT-P2P-OSSI ANNUAL FEE P2P-OSSI 151-200 Swom Officers n/a n/a n/a
Pro'ected A lication Su ort Fee Totals $ 8,621.10 $ 8,879.73 $ 9,146.12
*Projections based on 3% increase per year.
SunGard Exhibit A
Ver. 7.11.05
18 of 18
Miami Gardens Exhibit A FINAL.doc
3/6/2007
EXHIBIT B
SUNGARD HTE INC.
LICENSED PROGRAMS SUPPORT AGREEMENT
THIS LICENSED PROGRAMS SUPPORT AGREEMENT (this "Agreement") is entered into this
day of March, 2007, by and between the City of Miami Gardens, a political subdivision of the State of Florida,
whose address is 1515 NW 167`h Street, Bldg 7, Suite 403, Miami Gardens, FL 33169, (hereafter referred to as
°Customer"), and SunGard HTE Inc., having its principal place of business at ]000 Business Center Drive, Lake
Mary, FL 32746, (hereafter referred to as "SunGard").
WITNESSETH:
WHEREAS, SunGard and Customer entered into that certain Agreement dated of even date herewith (for
purposes of this Agreement, the °License Agreement") under which Customer obtained a perpetual, non-exclusive,
nontransferable license to use certain computer software in object code form and related user documentation on the
terms and conditions of such License Agreement;
WHEREAS, Customer desires to receive the Support, as defined herein, from SunGard and SunGard
desires to render the Support to Customer with respect to the Licensed Program (as hereinafter defined) on the terms
and conditions set forth herein;
NOW THEREFORE, in consideration of the premises hereof, and the mutual obligations herein, the parties
hereto, intending to be legally bound, hereby agree as follows:
Section 1
DEFINITIONS
For the purposes of this Agreement, each term defined in the License Agreement has the meaning ascribed
to that term in the License Agreement, unless that term is otherwise defined in this Agreement. Further, each of the
following definitions shall apply to the respective capitalized terms below. Certain other terms used in this
Agreement are defined in the operative provisions of this Agreement:
1.1 "Modification." "Modification" means a change to the Licensed Program requested by Customer to meet its
specific needs and use, adding value, functionality and/or desirability for Customer.
1.2 "Agreement Term." An initial period shall commence upon the Delivery Date and continue for a period of
thirteen (13) months. Thereafter, the Agreement Term shall automatically renew for successive periods of one year
each, unless and until terminated pursuant to Section 9 hereof.
1.3 "Error." Any failure of the Licensed Program to conform in all material respects to the functional
specifications for the Licensed Program published from time to time by SunGard. However, any nonconformity
resulting from Customer's misuse or improper use of the Licensed Program or combining or merging the Licensed
Program with any hardware or software not supplied by SunGard, or not authorized to be so combined or merged by
SunGard, shall not be considered an Error. Nor shall Licensed Program or data file damage resulting from
unauthorized software alterations (including problems, errors, or malfunctions caused or created by the operator),
customizing of programs, accident, neglect, power surge or failure, lightning, operating environment not in
conformance with the manufacturer's specifications (for electric power, air quality, humidity or temperature),
operating system errors, or hardware malfunction be considered an Error.
1.4 "Error Correction." Either a software modification or addition that, when made or added to the Licensed
Program, establishes material conformity of the Licensed Program to its Documentation, or a procedure or routine
Licensed Programs Support Agreement
Ver. 7.12.05
Miami Gardens, FL Exhibit B Support FINAL.doc
3/6/2007
that, when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on
Customer of such nonconformity.
1.5 "Enhancement." Any modification or addition that, when made or added to the Licensed Program, materially
changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error
Correction. Enhancements may be designated by SunGard as minor or major, depending on SunGard's assessment
of their value and of the function added to the preexisting Licensed Program.
l.6 "Coverage Hours." Monday through Friday 7:00 A.M. to 6:00 P.M. Eastern Standard Time excluding
holidays for any questions regarding the Licensed Programs included in this Agreement. For a Major Application
Problem on SunGard's Base Computer Aided Dispatch System (Base CAD) only, SunGard coverage hours will be
24-hours per day, 7-days per week.
l.7 "Response Time." SunGard will respond to requests for assistance as soon as reasonably practicable, based
on the nature and the severity of the defect in question. By not later than four (4) Coverage Hours from the time an
Error is reported, SunGard will call Client to acknowledge that the Error in question has bee reported by Client. By
not later than eight (8) hours of the Coverage Hours from the time that SunGard verifies that an Error is present,
SunGard will initiate work toward development of an Error Correction for a Major Application Problem. Minor
Application Problems will be fixed with the next scheduled Licensed Program Release.
1.8 "Licensed Program Releases." New versions of the Licensed Program, which new versions may include both
Error Corrections and Enhancements.
1.9 "System Administrator." An agent of Customer with sufficient training and/or experience with the Licensed
Program to communicate effectively with the SunGard Support personnel.
1.10 "Major Application Problem." The Licensed Program is not functioning to the point that the Licensed
Program is the cause of the Customer not being able to enter CAD calls, dispatch units, or update unit status in the
Base CAD system at one or more positions. Therefore, the Base CAD system is down or non-operational at one or
more positions.
1.11 "Minor Application Problem." The Licensed Program functions with inconveniences or programmatic error;
however, the Licensed Program has not stopped Customers' operations at one or more positions..
1.12 "Non Application Problem" is a problem, which is determined by SunGard to have been caused by a source
other than the Licensed Program, such as hardware failure, network malfunction, etc.
Section 2
ELIGIBILITY FOR SUPPORT
To be eligible for support for a Licensed Program, Customer must meet the following requirements. Acceptance of
this Agreement by SunGard is conditioned upon confirmation by SunGard that the Licensed Program is eligible for
support. Customer agrees that the obligation of SunGard to continue to provide Services with respect to a Licensed
Program shall terminate if, at any time during the term of this Agreement, these requirements are not met.
To be eligible for Support for a Licensed Program, Customer must meet all of the following requirements:
a. Customer has a valid Software License Agreement for the Licensed Program.
b. Customer has a System Administrator.
c. The hardware configuration on which the Licensed Program is to be used is accepted by SunGard as
meeting its minimum requirements.
d. Customer is, and remains, in compliance with the schedule of payments; providing that such payments
are not the subject of a good faith dispute at the time in question.
Licensed Programs Support Agreement
Ver. 7.12.05
Miami Gardens, FL Exhibit B Support FINAL.doc
3/6/2007
Section 3
SCOPE OF SERVICES
3.1 During the Agreement Term, SunGard shall render the following services in support of the Licensed Program,
during Coverage Hours, subject to the compensation fixed far each type of service in SunGard 's current rate
schedule:
a. SunGard shall maintain a program control center capable of receiving by telephone any operator
reports of system irregularities.
b. SunGard shall maintain a telephone hot line that allows Customer to report system problems and seek
assistance in use of the Licensed Program.
c. SunGard shall maintain a trained staff capable of rendering the services set forth in this Agreement.
d. SunGard shall be responsible for using all reasonable diligence in correcting verifiable and
reproducible Errors when reported to SunGard in accordance with SunGard's then-current standard
reporting procedures (such procedures of which SunGard will advise Customer in advance, as the same
are revised in each instance). SunGard shali, after verifying that such an Enor is present, initiate work,
within Response Time, in a diligent manner toward development of an Error Correction. Following
completion of the Error Correction, SunGard shall provide the Error Correction through a"temporary
fix" consisting of sufficient programming and operating instructions to implement the Error Correction,
and SunGard shall include the Error Correction in all subsequent Releases of the Licensed Program.
SunGard shall not be responsible for correcting Errors in any version of the Licensed Program other
than the most recent Release of the Licensed Program, provided that SunGard shall continue to support
prior Releases superseded by recent Releases for a reasonable period sufficient to allow Customer to
implement the newest Release, not to exceed twelve (12) months.
e. SunGard may, from time to time, issue new Releases of the Licensed Program to its customers
generally, containing Error Corrections, minor Enhancements, and, in certain instances if SunGard so
elects, major Enhancements. SunGard shall provide Customer with one copy of each new Release,
without additional charge. SunGard shall provide reasonable assistance to help Customer install and
operate each new Release, provided that such assistance, if required to be provided at Customer's
facility, shall be subject to the supplemental charges set forth in SunGard's current rate schedule.
f. Subject to space availability and training fees, Customer may enroll its employees in SunGard's training
classes.
g. SunGard shall consider and evaluate the development of Enhancements for the specific use of
Customer and shall respond to Customer's requests for additional services pertaining to the Licensed
Program (including, without limitation, data conversion and report-formatting assistance), provided that
such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to
by SunGard and Customer.
h. All communications between SunGard and Customer shall be in the English language.
i. SunGard's software support is intended exclusively for SunGard's Licensed Programs; however,
SunGard can optionally provide first line support for selected operating systems where SunGard has
an agreement with the supplier. When the Customer contracts for this service, SunGard will make a
good faith effort to find solutions to operating system problems. However, Customer must be aware of
the following facts:
1. In some cases, Customer is in a much better position to deal with operating system issues because
they are on-site and because of technical expertise they may have. In these cases, SunGard
Licensed Programs Support Agreement
Ver. 7.12.05
Miami Gardens, FL Exhibit B Support FINAL.doc
3/6/2007
recommends that they work directly with the appropriate operating system vendor on these
matters. SunGard will still be available to provide assistance whenever needed.
2. SunGard is required to work with the company that supplied the operating system. If that
company fails to provide quality support, SunGard will not be able to provide quality support to
our customers.
3. Some operating system problems can only be solved on-site. If and when this situation occurs,
SunGard personnel will travel to Customer's site with Customer's approval. Customer will be
billed according to the SunGard's professional services fee schedule plus the Customer will be
billed for travel expenses and comprehensive per diem.
4. In the event that a bug is identified in the operating system, SunGard will immediately report the
problem directly to the provider. However, SunGard and the Customer will be required to accept
their schedule for fixing the problem.
5. If enhancement requests are made to SunGard for changes to the operating system, SunGard will
pass them along to the provider. SunGard can make no commitments as to when, or if, the
enhancements will be included in future releases.
6. SunGard will provide assistance with operating system upgrades via phone but Customer is
responsible for obtaining the upgrade from the vendor and paying any required fee.
7. Most operating system upgrades require on-site assistance. The fee for on-site assistance is not
included with SunGard software support.
8. SunGard must approve all operating system upgrades prior to implementation by Customer to
verify that the upgrade is necessary and compatible with the SunGard Licensed Programs.
3.2 The following items are specifically not covered by this Agreement:
a. Any hardware failure including, but not limited to, failure caused by wiring, multiplexers, modems,
phone lines, power, or connectors. Also, any hardware limitations due to insufficient memory, disk
storage or processing power.
b. Any problems caused by hardware failure.
c. Any work required to restore or recover the operating system and/or data files.
d. Any problem caused by an operator.
e. Configuring, maintaining, and upgrading the operating system including, but not limited to, backups
and restores, fixes, and patches.
f. Any problems caused by incorrectly installed, configured, or maintained operating system, or versions
of the operating system not supported by SunGard.
g. Problems with, or caused by a~ software not supported by SunGard, including, but not limited to,
SNA, word processors, terminal emulators, etc.
h. System software installations made by the Customer without authorization of SunGard such as
installing a new Windows SQL version.
Section 4
OBLIGATION OF CUSTOMER
Licensed Programs Support Agreement
Ver. 7.12.05
4
Miami Gardens, FL Exhibit B Support FINAL.doc
3/6/2007
4.1 Customer shall provide, without charge to SunGard , access to its facilities in connection with the performance
of SunGard of its obligations hereunder. It is agreed that prior notification will be given when access is
required.
4.2 Customer must provide SunGard with information sufficient for SunGard to duplicate the circumstances under
which a Problem in a Licensed Program became apparent.
4.3 Customer must maintain a current license of PC AnyWhere, a SunGard-approved connection to the Hardware on
which the Licensed Program in question is being utilized, and must provide access to a voice grade local
telephone.
4.4 A representative of Customer must be present when any on-site Support is provided Customer agrees that if
such representative is not present when the SunGard representative arrives on site, no work will be performed
and Customer will be charged for such SunGard representative.
4.5 All communications by Customer to SunGard must be in the English language.
4.6 Customer is responsible for providing one or more qualified System Administrators as described in Section 5.
At least one of these System Administrators must be available to SunGard at all times during a Support incident
event.
4.7 Customer is responsible to support and maintain all system software. Customer shall NOT upgrade the
operating system or third party software identified as integral to the operation of SunGard's Licensed Programs
without approval from SunGard.
Section 5
SYSTEM ADMINISTRATOR REQUIREMENTS
5.1 Each System Administrator must be certified by SunGard by completing one or more of the following:
a. Working knowledge of and perform required tasks in Administrating Windows 2003 Workstation,
Administrating Windows 2003 Server, Windows SQL Administration (or the most current version
supported by SunGard at the time of installation) and other courses determined at the installation
planning session based on the experience of the individuals.
b. SunGard 's application administration and code file course for each Licensed Program.
c. SunGard 's application training courses for each Licensed Program.
5.2 Each System Administrator must meet with a SunGard Project Manager to review and sign on each of
SunGard's "Licensed Programs and/or Services Delivered" list.
5.3 Each System Administrator must be identified in an Attachment ] hereto properly signed by both Customer and
SunGard, and each instance, purporting by its express terms to amend this Agreement.
5.4 Each System Administrator must be qualified to address all problems relating to any hardware, software or
operating system not directly associated with the Licensed Programs.
5.5 Calls received by anyone not identified in an Attachment 1 are not covered by this Agreement.
Section 6
FEES AND CHARGES
Licensed Programs Support Agreement 5 Miami Gardens, FL Exhibit E3 Support FINAL.doc
Ver. 7. I 2.05 3/6/2007
6.1 The fees for Support are specified in Exhibit A of the License Agreement. Additional Licensed Programs may
be added to this Agreement by an amendment to this Agreement that includes an additional Exhibit that specifies
the additional Licensed Programs being added, and the additional fees payable therefor. Subject to the annual
escalation percentage increase provided for in E~chibit A of the License Agreement, SunGard reserves the right
to increase its Support fees for any upcoming Contract Year ter-n, by providing Customer with notice of such
increase at least 60 days prior to the commencement of the upcoming Contract Year. Without limitation,
Support Fee changes will result from changes in (1) Software prices, (2) Increases in the number of modules of a
Licensed Program, (3) Increases in the number of users on the system, (4) Changes in the computer hardware or
(5) Selection by Customer of different Coverage Hours.
6.2 SunGard shall invoice Customer at the beginning of each Contract Year for all Support fees. All reimbursable
expenses incurred shall be invoiced at the beginning of the next calendar month. Customer shall pay the
invoiced amounts in accordance with the Florida Prompt Payment Act. Any amount not paid in accordance with
the Florida Prompt Payment Act shall bear interest at the highest rate allowed by applicable law. Further,
Customer's failure to remit timely payment to SunGard of Support fees for any Contract Year will be deemed a
decision by Customer not to renew Support for the Contract Year in question. ~
6.3 Customer shall be responsible for procuring, installing, and maintaining all equipment, telephone lines, modems,
communications interfaces, and other hardware necessary to operate the Licensed Program and to obtain from
SunGard the Services called for by this Agreement.
6.4 Customer agrees to pay additional charges according to the SunGard fee schedule for all work performed
outside of Coverage Hours. These charges are applicable for any work performed after hours regardless of
cause even if it was reported and/or initiated during Coverage Hours. Customer will be required to authorize
any work outside of coverage hours that results in additional charges.
6.5 On-site assistance will be performed as requested by Customer. However, Customer will be billed according to
the SunGard fee schedule for travel expenses and comprehensive per diem.
Section 7
PROPRIETARY RIGHTS
7.1 All Error Corrections or Enhancements (including any new software programs or components, or any
compilations or derivative works of any of the foregoing) are part of the Licensed Programs, and Customer's
rights of use therefor will be governed by and are subject to the terms, conditions and limitations of the License
Agreement.
Section 8
DISCLAIMER OF WARRANTY AND LiMITATION OF LIABILITY
8.1 SunGard disclaims all warranties either expressed or implied and representations with respect to the licensed
program, including its condition, its conformity to any representation or description, the existence of any latent
or patent defects, and its merchantability or fitness for a particular use.
8.2 SUNGARD'S LIABILITY TO THE CITY IN CONNECTION WITH SUPPORT OR ANY OTHER
MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES THAT THE CITY
ACTUALLY PAID TO SUNGARD FOR SUPPORT FOR THE CONTRACT YEAR IN WHICH SUCH
LIABILITY ARISES. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF
ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, BASED ON ANY THEORY
WHATSOEVER. This Section 8.2 will not act to limit SunGard's obligations of indemnity as the same are
provided for in the License Agreement.
Section 9
Licensed Programs Support Agreement
Ver. 7.12.05
Miami Gardens, FL Exhibit B Support FINAL.doc
3/6/2007
TERMINATION
9.1 This Agreement may be terminated as follows:
a. This Agreement shall immediately terminate upon the termination of the License Agreement;
b. This Agreement may be terminated by Customer upon the expiration of the then-current Contract Year
(the parties agreeing that the initial thirteen month term of Support is also a"Contract Year"), provided
that at least written notice is given to SunGard within thirty (30) days after receipt of an invoice from
Su~Gard. SunGard may terminate this Agreement upon the expiration of the second term Contract
Year, provided that at least ninety (90) days prior written notice is given to Customer; or
c. This Agreement can be terminated by either party for material breach, in accordance with License
Agreement Section 21, DEFA[JLT AND TERMINATION, which is incorporated into this
Agreement in its entirety by this reference, as fully as if such provisions were written out hereinbelow.
9.2 Following termination of this Agreement, SunGard shall immediately invoice Customer for all accrued fees and
charges and all reimbursable expenses, and Customer shall pay the invoiced amount in accordance with the
Florida Prompt Payment Act. Any amount not paid in accordance with the Florida Prompt Payment Act shall
bear interest at the rate allowed by applicable law.
(Continued on following page)
Licensed Programs Support Agreement 7 Miami Gardens, FL Exhibit B Support FINAL.doc
Ver. 7.12.05 3/6/2007
Section 10
MISCELLANEOUS
10.1 License Agreement Section 11.0, PROTECTION AND SECURITY OF PROPRIETARY MATERIALS,
and Section 23, MISCELLANEOUS AGREEMENT PROVISIONS (excepting specifically the Entire
A~reement provision therein), are each incorporated into this Agreement in their entirety by this reference, as
fully as if such provisions were written out hereinbelow.
10.2 This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and
there are no representations, conditions, warranties, or collateral agreements, expressed or implied, statutory or
otherwise, with respect to this Agreement other than as contained herein, and this Agreement shall supersede
all previous communications, representations or agreements, either written or oral, between the parties to this
Agreement. This Agreement may not be modified, omitted or changed in any way except by written agreement
signed by persons authorized to sign agreements on behalf of the Customer and of SunGard. Preprinted
conditions and all other terms not included in this Agreement, including any such terms included on any
purchase order or other document submitted hereafter by Customer, are of no force or effect and the terms and
conditions of this Agreement shall controi unless expressly accepted by SunGard in writing to the Customer.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
renresentatives as set forth below.
CITY OF MIAMI GARDENS, FL
Authorized Signature
Print Name & Title
Date
Attest:
City Clerk
Reviewed and Approved:
City Attorney
Licensed Programs Support Agreement
Ver. 7.12.05
ri t Name & Title
~ 6 p~
Date
Miami Gardens, FL Exhibit B Support FINAL.doc
3/6/2007
Vice President of Professional Service, SunGard HTE Inc.
CITY OF MIAMI GARDENS, FL
LICENSED PROGRAMS SUPPORT AGREEMENT
ATTACHMENT 1
SYSTEM ADMINISTRATORS
Name:
Title:
Office Phone Number:
Fax Number
Email Address
Beeper/Pager Number:
Mailing Address:
2. Name:
Title:
Office Phone Number:
Fax Number
Email Address
Beeper/Pager Number:
Mailing Address:
Name:
Title:
Office Phone Number:
Fax Number
Email Address
Beeper/Pager Number:
Mailing Address:
Name:
Title:
Office Phone Number:
Fax Number
Email Address
Beeper/Pager Number:
Mailing Address:
Licensed Programs Support Agreement Attachment l, Page l of 1_ Miami Gardens, FL Exhibit B Support FINAL.doc
3/6/2007
Ver. 7.12.05
'`^ w
Exhibit C
SunGard Software Escrow Agreement
PREFERRED BENEFICIARY
ACCEPTANCE FORM
Depositor, Preferred Beneficiary and Iron Mountain Intellectual Property Management, Inc. ("IMIPM"), hereby acknowledge that
Miami Gardens, FL is the Preferred Beneficiary referred to in the Master Preferred Escrow Agreement effective December 29,
2004 with IMIPM as the escrow agent and SunGard HTE Inc. as the Depositor. Preferred Beneficiary hereby agrees to be bound
by all provisions of such Agreement.
NOW THEREFORE, the Escrow Agreement is hereby modified as follows:
1. The second and third sentences of Section 7.4 are hereby deleted in their entirety and replaced with
the following: "The arbitrator shall apply Florida law. Arbitration will take place in Miami Dade
County, Florida."
2. Section 7.5 is hereby deleted in its entirety and replaced with the following: "this Agreement is to be
governed and construed in accordance with the laws of the State of Florida, without regards to its
conflict of law provisions."
3. The annual beneficiary fee is current Six Hundred Fifty Dollars ($650) per year.
4. All terms and conditions of the Agreement not amended by this Amendment shall remain in full force
and effect.
Depositor hereby enrolls Preferred Beneficiary to the following account(s):
Account Name
SunGard HTE Inc.
Notices and communications to Preferred Beneficiary
should be addressed to:
Company Name: Miami Gardens, FL
Address: 1515 NW 167`h Street, Bldg 7
Suite 403
Miami Gardens, FL 33169
Designated Contact:
Telephone:
Facsimile:
E-mail:
Deposit Account Number
26504
Invoices should be addressed to:
Contuct:
P.O.~, if required:
Miami Gardens, FL
Preferred Beneficiary
By:
Name:
Title:
Date:
IMIPM
By:
N ame:
Title:
Date:
SunGard HTE Inc.
Depositor
By:
Name: Grant Harbin
, ard HTE Inc.
Title:
Date: '~ ~ ~
DSI TECMNOI.OGY ESGROW SERVICES ~ ~
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~ s~+oaos ---
~- - - - .. .- -- - - -- ~- -
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For Internal Use Only
~~~ ~!~~ . ~ _ _ ~~~~
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Master Preferred A-.greetxzent
~~oao r.~~l
Mastcr Preferred affers the flexibility of a moditiehle conkxact combined with a high levcl ~~f prt~tection
fc~r hoth the deposiGor and the beneficiary. It allows Pc~r additional parties to accept c;nntract conditrons
with a one-page eddendum. ~t ptovides t~equent correspandence between IMLPM a.nd all parti~s to the
agreement- The depositoc and b~ncficiary wi11 receive si~fed confi.rmstions frocn LM~PM t.hst every
deposit has been inspected; aTt eccount huscOry r~pc~rt to n~tify them of the status of the escrow: and
ung~ing monitoring services to ensure cQrnpliance pf contract terms.
Purpose
!A>IIPM's Muster 1'rejerred Agr~~er-rext i~ ~~nc~ru/ly u,sed x~hen.-
• Rvth parties agrae that a bigh level of escrow prot~ec~on is needed.
- Tha depositor or tfte be»efciary wants to establi.sh 2n ~crow contract that is e~ec:utc:d nnce,
def ning the c~mpany's preferred tern~s.
• T}~e depositar has irn~ltiple pr~ducts te~ be licensed indepo~ndet~tly by various benerci~rics.
• Both parties wsnt to reduce the timr spent on negotiating the b~sic terms and conditi.ons of the
escrow a~cment.
• Clients wac-t tra svoid setiap cosi~ whe» adding beneficiaries or deposit~~rs tn their escrow account.
Features
Mosler Preferred cus~omers benefit frvm ~h~+N uniqv~ feutsrrp,s:
• One agreement ensures e~neistency for all escrow ~requir~ents.
- Addiaanal parties accept conRracc eonditions with a one-page form.
• Tai[ored relcase conditiatts.
• Modificration of terras far unique requireno.ents.
• Written notificatio» detatling the contents of th.e inikial depvsit and each updat~.
• Semiannuat accouu~t histories listing aIt deposilt ~c~i~ity-
• IMIPMdirectbilliagtobeneticiary.
• Technical verifictttion vptAOns.
• Audit traii of deposit created ihrough inspection, date stamping of aIl deposit maUerials.
- neposit inspection with sigrted receipt for a1l parties. ~
Yanr Iron Maunta3n ~~~tative is:
I)avid .Jonefi
2100 NOTC~'OL~ ~~Y~ SUTt6 ~60
~v~ct'~sta, GA 3oo7i
Tel: T7o-z2~-Sf.~.3
FAIL 4oq-~q5-oo27
~rnsYl: david jones~ir~nm~untain.com
~A~; ~ ~o n~ S
ti ~7 ~~-~p~r
Atl~+nta • Boston - Ch'sca}~o ~ naltaA • San piego - Sart Franciscn
Fnr More Infnrmation Ca)I: (F3t1t~) 9b2-0652 or ~'isit I19 At www.ir~nmoun~aln•com
P~13vi
'~ 14K3, 2~3 1MIPM
ll~L.'Ly'LUU4 lU:1N 4U/3U41V95 H1'~ #355d P.UU"l
}v~~~'C~R PREFERRED ESCROW A.GREEMENT
Uepr~sitar Company Nurnber c~ ((1~~
This agr~ecx~.ent ,f"A,gieement") is effiective ~('P {~lo~ • 2044 among Iron lv~aunwin
[nteltectual Property Managemenc, Jnc. ("iMIPM"), Open Softwaze Solutions, inc., a c~rporatiun
organi;ced aad existing under the laws of North Carotin~, doiz~g business ~s SunGara ~551, a
North Caxoi.ina Corp~ration ("Depasitor") and any Hdditional party signing the AcceptaRCe F~rrn
att.aclied to chis Agreement ("Prefenred f3ene~iciary"}, who ~collectively m~y 1;~e referrec~ to in tbis
Agreement as the parties ('`Parties")_
A. T~epcasitor and Preferr~d F3eneficiary have entered or. will enter into a I.icensed
prograrri(s) Suppor# Agt'ee~tnent (referred to in this Agreement as the "SuppoR A,g'eeR~ent")
reg,arding certain proprietary technalo~y of Depositor that has bcen ox wil) he licensed to
Preferred Benefieiary under a Software License and Services P-.greement frel'crrcd t4 in tbis
Agrcem.ent as tbe "License Agreem~nY').
}3. ~epositor desares to ayoid disclosure of its prop~i.etary techrwI~gy cxcept under certain
IirilitCd CfTCt1X175t~.flceS.
C. The availability of the pro~rietary technology of Aeposit.or is cri.Eical to Preferred
Beneficiary in the conduct of its b~siness and, there£~re, Preferred Bene~ciary needs aec~ss to
the prQprietary teehnology under certain timited eireurnstances.
D. Aepositor and PreferrEd Bene~ciary desire to establish an escrow with iMIPM to providc
for 1;he r.etentivn, administration. and co~trvited access of the pr.oprietary tec;hnology materials of
Depc>sitor.
E. The p~rties desire this A,gneement to be suppiementary to the Sup}~rc Ageenoent
pursuant td I 1 Unit~ed States jBankruptcy] ~ode, 5ectiQU 3b5(n).
ARTICL~ ~ -- DEPpSITS
l.l Obli~ation to Make Det~sit. Upon the s~gning of tbis Agreement by the parties,
including the sig~in~ of the A,cceptarrce Form, and Exhibit D naming the Initial Account,
Depositor sba21 deliver to IMIPM tbe prop~ietary tecltnology and other materials ("Deposit
Ivla.ter~als") reqnired to be depvsited by the Su~ort Agreement ~r, if the Supp+~rt Agre~-nent
does not ideittify the materials to be c~,eposited with 1MIPM, t~e~ri such rtraterials will be idendtied
nn Exhibit A. If ~xhibit A is applieable, it is to be prepar~d and si~ed by Depc~sitor and
Preferred Beneftciary. IM~PM shall have nv obligati,~n with xespect tc~ the preparation, accurac:y,
ex~cution, signin.g, delivery or validity of Exhi~it A..
1.2 ide»tification of Tan ible Media. k'rior to the deiivc:ry of the Deposit Materials to
~MIPM, Depositor shalt conspi.cvous)y labsl for identi~cati4n each doeum.ent, magnetic tape, disk,
ar c7ther media npc~n whi.ch the Deposit Material.s are written or stored. Additionally, Depositor
shall complece Exhibit B to this Agreement by list+ng eacb su~h rnedia by the item l~be1
descriptir~n, the type of inedia and the quarctity. Exhi.bit B shall i~e signed by De~ositor and
delivered to 1MIPM with the Deposi~ Mazerials. Unless and until Deposit~r makes the initial
U I~~ri3.20b31MfPM wwwironmounrnin.com ~'~~~
DEC_29'2004 10:20 4073041045 HTE
~355B P.003
ctep~~sit wizh IMTPM, TIv~1PNt sha11 have no ~biig~t.ivn with respect w this Agrcemenl, exccp[ thc
obli~~+~ion to z~otxfy che p~rtles regarding the status ot the account as re.quired in Scctiun 2.2 belc~w.
I.3. Fscrow Account Name Icientifcati~~n. At the time af cxecution of~this agreement, or when
~~epuyftor rrxakes the initial deposit with [MIPM in. accordan.ce with Seciiv» (.2 abUVe, Depositur
shail cornpfete and sign Exhihit D namin.~ the initial acc4uni upon which the De~sit Matcrials are
written or stored. Any new depu~itS referencing new ~account names made si~bs~quent t~ ~he
signing of this Agreement, intended by the Depositor. to be held in a separate account ~nd
maintairted s~epazately from the initial ac:count, but me;~e a paxt of' this Agreen~enc, shs11 be
referenced by the Depositar on Exhibit E, and Exhibit F wb.ich. sball be signed hy the Depositor
and fMTPM.
),q Accep~ance df D~.~osit. Whcn 1MIPM ~receives the Deposit Materi~ls,1M1PM wilt conduct a
visuai deposit inspection. A.x com~pletion of 1~e dep~sit inspeetion, if IMIPM. detem~ines that che
t~beling af the media rr~a.tches the item descriptiuns and quantity on: ~xhibit 13. IMIPM wili ciate
and sign Exhibit B aud mail a c4py ~~ereof Ro peposixoc and Preferred Beneficiary. It' 1MlPM
deiermines th:at tbe ~abetin.g does nnt matc:h the item descriptions or quantity on I:xhit~it B,1M1PM
will (a} note the discre~ancies in writing o~ ~xhibit B; {b) d~te and sign Exhihit B w~th tbe
exce~itions noted; and (cj rosil a copy of Exhibit B to Depositor and Pr~terred Benefieiary.
IMIPM's accepta~nce of ths depvsit occurs upon the signing nf Exbibit B by IMIPM. Delivery Qf
t1~e signed ~xhibit B to Pr.cfe~rred Benetic~ary is Preferred Benefieiery's notice thai the ~7eposit
Mate~ials have be~n received. and accepted by IMIPM. OTHER THt#N IMIPM'S INSP~CTIQN
OF THE DEPOSiT MA'T'ERIAT~,S, 1M[PM SHALL HAVfi NO ORLIGATt{)N TO THE
ACC:URACX, ~OMPLETENESS, FUNCT~ONA.~,ITY, PERFORMANCE UR NON-
PERFORMANCE (7~ THF D~PaSIT MATERIALS.
1.5 l,7e~osito~s Iteuresen~ations. T?wing ti~.e term of this Agreement, Dep4sitor represeRts as
follows:
a~ Depositor lawfulIy possesses a1.t oPthe Deposit Materials deposited with fM[PM;
b. With respeet tn alI of the Deposiz Materials and any macerials Pro~~ded solely for
verificati.o~n, pursvant tp Section 1.4 of the Agreeroent (`"Test Maceri:ils") Depositor
has the right and authority to gram tfl ~M~I'M ar-d Preferred Hene~iciary the righ~ti ds
~rovided ia this A~eement, provided fiarther that ~MI~M's or its iruiepend~nt
co~trac~or's use of any Deposit MaLeriaJs ox ~'est Materials, ~ursuant to Sccuon 1.6 of
this Agre~m~t, is J~wfi,~t and does not violate the rigb.ts of axly third p~rties;
c. As of rhe effective date of thi~ A~ee:nent> the Dq~osx~ N~$t~ri~ls are not the subjec:t af
aay liens ar en.cumbiances, however, any Iiens or encumbrances made aftec the
execution of this ~-greement wi11 not prohibit, timit, or alter the ri~ts and ohligat1nns
of IMIPM an~ier ihis A~me»t;
d, The T.7eposit Materials consist of the proprietary technology and other materi~ls
identified either in the Supp~rt A,greement, ~xhibit A, or Exhibit F3, as the case may
be; and
e, Ttie Deposit Materials are readable ~d ted,hthe decre'tiort tAO1s`a d decryption
portion of the Deposit Ma~erials is encryp Yp
keys have also been dep4sit~.
MUU3~i
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1.6 Available Verification Services. Unon receipx of a wcitten rcq~~est f'rc~m Preferred
E3eneliciary, IMtPM and Pre~'err~ed F3eneticiary m.ay cnter into a scparate pr~~~~~[ agreement
t"Sk3tement of Work") pursuant to which J1~tIPM will agrr;e, upc~n certain term.ti and cc~nditions, to
inspec:t the De~sit M~.terials c4nsistent with one oz severa! ~t the levels of veriticar.ion describcd
in thc attached Technical Verificatinr+ Optians. Degositor co~sents to IM IPM's performance ofany
Icvel(s) of venfication described in the actached Technical Verification Options. De~ositor shali
rea,Sonabiy coo~erate wzt~ ~MIPM by ~providing its facilities, computer ~uf~w~rc; system~, anc~
tcehniu~l and support personnel for verification whenever reasvnabiy necessazy. If a veri~cation is
e-ectcd after tb.e I~eposit Materials have been delivered to IMIPM, then only IMIPM, c~r at
IM1PM's election, an independenc contracxor or corx~pany se~ected by IMIPM ro~y perform the
veritic:ation.
1.7 DeUOSit Updates. Unless otherwise prvvided by the Support Agreement, De~sitc~r shali
update tlze Deposit Materials within sixry (b4) days of each reiease of a new version of the prodact.
whicb is subj~cc to the Suppor~ A.~eero~en~ Such updates will be added to ~he exisring deposit.
AII deposit updates shall be iisied nn a new Exhibit B and T3e~ositor shall sign the new Exhibit B_
~ach ~xhibit ~ will be ktetd ~nd noaiz~t,~ined scparately Within th~ escrow accocmk. A,n i~dcp~n.dcnc
recorc~ will be created whieh will document the activity for each ~xhibit B. Any deposit u~dates
sliatl be held in accordance with SECtions t.2 through I.5 above. A11 references in this A~-e:ement
t~ the t?epvsit Materials sb.ail include the initial beposit Mate~ials and any updates.
i,S REmoval af Denosit MOteriats. The Deposit Materials may be reruoved and/ar ~xchattged
enfy on written instructaons t~igned by Uepositor arid Preferted Beneficiary, ~r ay othen~vise
prc~vicied in this Agreemen~
ART[CLE 2-- CQNF[DENTIALTTY AND RECORD KEEPING
2.1 Con~identiatil . IMIPIv! shall have the obligation to reasonably procect the contidentiality
ut' the D~posit Materials. Exce~t as provided in this ~1~teement or any sui~sequent agreement
betweex~ thc Pa~rcies, including withovt limitation Scci~on l.b, JMiPM sha11 not disctase, transfer,
rnak~ dvailable, or use tEie Deposit , Materials. IMII'M shatl not disclose the tcrms of ti~is
Agreeme~t to any thicd party. if tM1PM receives a subpvena or an;y ocher order from a c~urt vr
other judicia! tribuneJ ~ertainin~g td the disciosurs or release of the Deposit tvlaterials, IMIPM wilt
immediateIy notify the parcies to this Ag;reement unless probibited by tsw. it shali be the
respansibility of Depositar and/or Preferred $eneficiary to challenge any such ordcr; provided,
howevcr~ that IMI~M does z~ot waive its rights to preseni i.ts posit~on with respect tv ar~y such
order. J.i~1~M will not be re~u~d to disobey any orde~ ~'rom ~. ~o~n or other judicial tribunal,
including, but nat limit.ed to, nntic~s delivered pursuant to Section 7.b below.
22 Scat~.s Renorts. IMIPM shaIl provide to Depositor and Preferred F3eneticiary a r~ort
protilin.g ihe account history semia~n.nuaJl.y,
ARTICLE 3-- RIGHT TO MAICE CQPIES
3.I Ri~ht to Make Cooies. 7MIPIv1 shaJl have the right to make cop~es of the Depvsit Matetials
~., reas~nably necessary to perform this Agreerz~.ent. TMIFM shail capy afl cc~pyright,
n~ndisclosure, and other proprietary notices and titl~s cr~niained on the Deposit Materials onto any
www_irnnmouttte t n.C4m M ~~';~ ~
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cvpies made by IMtPM.. With all ~~pUSit Iv~at~t'i~1~~ s~ahznitt~d to IMTPM, Dep~~sit~~r shall prr~vicie
a»y and all instri~ctions as may be necess~ry to ciuplicate the 17eposit M~terials, including, but ne~t
IimiScci ~o, tbe haraw~re aand/or ~oftware needed. Any copying expanses in4utrcd by (MJPM aw a
result vf a request t~ wpy wiiJ be borne by tbe party requesting the eopies. Alternatively, IM1PM
may noti.fy Depositor n;quiring its reas~~nabte cQV~eratio~ in pxv~ptiy copying xhe ~eposit Materials
ii~ order foc IMIPM ta perform this A~rc:ement.
AR'f1C:LE 4-- RELFA5E 4P. DEPOSIT
4.I Release C~~nditians. As used in this Agreement, "Release Condition" sh~ll mean t}te
fottowing:
a_ Depositor's failure to carry oUi obligatiotts imposed on it pur~uant t~ the Support
Agreemeni;
b. beposito~'s failu~e to ~~ndnue to do business in th.c ordinary coursc; or
c. Joint written instruction from De~positor and Prefierred Beneficiery.
4.2 FiIin For R~I~e. If Preferred B~:neficiary believes in good f.aith that a Rel~ase Cundition
has occurred, ~Zefe~red BeAefacia~r.y m~y pr~ovide to II.~IPI-~ w~,~en; notice of tbe o~curr~ce of itF~e
Reiease Cvndition and e reques~ for the release of the Deposit Materials. Suc:h notic;e shaU be
sign~d by the Preferred B~cnefaciary and on eompany t~tt~rhead. unless INLIPM ecknowl~dg~s or
discovers i~odependentty, or througk~ the Pe~rties, irs need for additiona~ documentation or
info~mativn in order t~ comply with this Sectian, IMIPM Shall pramptty provide a copy of the
noti~~ to D~sositor by cammerci~t express mail. Such need for additionaI documentation or
information may extend the time geriod for IM~M's performartce under this Section.
4.~ Contrarv Instzuctions. From the date IMIPM mails the notice requesting rclcasc of tk~c
f~eposit 1Vis~erials, Aepositor 6F-~J! have ten (10) busx~aess ~ys to delxver to iMIPM contrary
instrucdons {"Coutrary Insrruetions'~. C~ntrai'Y Ins~ructinns shall me,an the written representation
by Depositor that a Re~ease Condition has not occunred or h~as been cured Contrary tnstructions
shali be signed by Depositor amd on company IeEterhead. Upon receipt of Contrary Insuvctions,
IMIPM shall pc~omptly send a copy to Pref.exred Beneficsary by commercia! express mail.
Additionally, TMIAM shall notify bath Depositor and Prefeired Beneficiary ihat ihere is 3 dispute
to be resolved pursUant to Section 7.4 of this Agreezr~ent. ~ubject to Seciion 5.2 of this
Agreenoent, IMI~M will co»tiitue to bwre the De~osit Materiels without release pending (a) joint
instn,ctions from Depositor and Preferred Ben.e~ciary; (b} dispute xesotution pursuant to Section
7.4; or (c) an order frorn a court of competent jwisdiction
4.4 Relcase of 1Jeposit [f ~M~J'M does not ~eceive Contrary Instructions f'rvm the Deposiwr,
Il~1PM is a~t1~.4tiz~d tc~ release xhe I7epq~it Materjals to ihe Preferred Beneficiazy or, if more than
~ne beneficiary is regi~tered to the cieposit, to release a copy of the Deposit Materia(s tc~ the
Preferred Beneficiary. However, IMIPM is entitled to receive any fees due 1N~1PM before mxk~ng
the release. Any copying expenses will be chargeable to Preferred Bene~ciary. Upc~n any such
reiease, the escmw arrarzgement will terminate as it relates to the De~nsitor and Pr~fcrred
Beneficiary invotved tn the retease.
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~}.5 fZ~ht to Use ~'4)lowin~ ~tel.ea.tie_ Unless ~therwise provided in tJ~.e Support A,greement,
upon release uf the Deposit Materials in acc;ordartce with this A,zkicte 4, Preferred Benetieiary shall
h~ve the right tp use the Deposit iYlaterials f~~r the sale purposc of c~ntinuing the benetits affvrded
to Pr,ei'erred Beneticiary by tb.e License A.greement. Preferred Beneticiary sh~l) be obli~ated t~
maint~in the confdentiaiity of the released Deposit Materials.
ART1Cf,F 5-- TERM AND TERMINATION
5. t Tcrm of. A~reemen.x. 7he ir~itial term o f th;s Agreement is £or a period ~f ane ( i) year.
~'hereafter, this Agreemeni shall automatically rcn~w from year t4 year unless (a) Depositar
~nd Preferred Beneficiary jointJy instruct ~M~PM in writing that the Agrecrrtent is termina~ted; (b)
IMiPM instructs Depositor and Preferreci Beneticiary in writing aft~r its renewai d~te that the
Agreem~t is terminated for n.onpaym.ent in accordance with Section 5.2; or (c) IM I PM reserves the
right to tecfni~ai,e tt-is Agreement, far any reasan, otl~er than for. nv~p~yment, by Prdvic~in~ Dcpositor
a»d P~ef~~~d ~~~~i~+ sixty (60) days writtea notice of it~ intent to ternunate this Agreement. ff
the Deposit MateriaLs ar~e suhject to arrother escrow a~eement with ~MIPM, IM11'M reserves the
right, atter the initia! one year terim, to adjust the annJVersarY date af this Agreement to match the then
prevailing anniv~.~rsary- date of such other e.scr~w arrangements•
5.2 'i'exrr,ination for Nort~a +~ment. In the eveni of the nonpayment af fees owed c4 iMIPM,
IMiPlvi sf~alI provide written ~c~otice of delinquency ta ali parties to tfiis Ap,~~ement. Any p~Y t~
this Ag~recmenx a£~'ected by such detirique~cy shall have ti~.e right to madce the payment to 1MIPM
xo cure the ~a~autL Ifthe past due payment is not received in full by IMIPM witf~in one {I ) morth
af the date of such notice, tben IN11PM shall lt~ve tbe rigirt to terminate this Agreement at any time
thereafier to the extent it reietes ta the delinquent party by sen~3ing writt~n notiee of termination to
such affected pa~rcies. [MJPM sba~l have no obligaxion tv take any action unde~r tbis A~ement so
long as anY paYment due tv IN~J~'M remains urt~aid.
5.3 17isQosidon of Deposit Mat~rial.s Uoon Tenmination. Subjeet to tbe fo~regoing termination
and upore terrxtiz~atiort vf this Agreement, IMIPM sball destroY> retum, or otherwise
pcOvisiotts,
deliver tkie Aeposit Materials in accordance wich Aepositor's insuvctivns. !f there ere na
~~~tn,~nQris, IMIp}~I rnay, at its sole discretioa, destroy tr-e DepasTt Materials or return them ta
Deposi~or. IM]PM shall have no obligation to destroy or retum the D~posit Materials if the
Deposit MateriaJs ar~ subject to anuther escrow agreement witb ]M[PM or havc b~en released t~
the Pre~erzed ~eneficiary in accordance with Secdon 4.4•
g,~ Survival of Tezms Fvllowin~ Terinin,ation. Upon termination of this Agreement, the
foilowin.g provisi4ns of this Agteerxte~tk sha]1 su~vtve:
a. Tbe obligations of confidentiali.ty with respect ta tt~e Dcposit Macerials;
h, 7'be obiigation to pay IMIPM auy f~~s arl~ expenses due;
c, The provisians Qf Article 7; and
ct. Any provision~ in this Agreement which. specifically state xbey survive the
termination of this Agreement
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AfiTIC:LF 6 -- IMIPM'S FEES
#3558 P.007
6.1 Fee Schedule. [Mf.PM is entitled t~~ be paid its standard fees and expcnses upplicable to the
services provided. [M[FM shali natify the party respansible for payment of IMIPM'S tCCS 3t ic:3st
sixty (60) days pzioz to any increase in fee$. ~~~r any service nQi list:d Qn IM1PM's standard fee
schedule, IMiPM wi11 provide a quot~ pridr to rendering th.e service, if requestcd.
C.Z Pavrnent Terrtts. [MIPM shall nol be requzred to perform any servicc, including rele~se of
any Deposit Materia~s un~er Article 4, unless the payment ~'or. such service and any ~~utstanding
balanees owed to IMIPM ere ~aid i~ fuJ1. Initiat fees are due upon reCeipt of a signed contract or
receipt vf khe Dep+vsit Meterials whichever is earliest. Payments on alI rencwal and services
irtv~ic~s are du~ net diirty (30) days f.rom date of invoice. If invoiced Cees are nat paid, iMtPM
may terminate this Agreement in accordance with Secbon 5.2.
ARTIG'LE 7 -- ~.,~A.B1LTiTY AND DISPUTES
7. t Ri~ht to Rel~on Instruetions. 1MIPM may act in reJiance upon an.y instrvction~ instrument,
or signatuze reasonably believed by 1MIPM to be genuine. tMIPM may assume that any errtployee
of a party to this Agreement who gives any writtec~ norice, request, or instructioz~ has tbe authority
to do so. IMIPM will not i~e required to inquire into the trvth or eva(uate the marit of any
st,atement or representation contained in any notice or document IMIPM shall not be responsibte
for failure to aci as a result of causes beyond tt-e reasonabie cornro) of TM fPM.
7.Z In.derr~nification. Depositor and Preferred Beneficiary each agree #o indemnitj-, defend and
hoid harmJess IMI~M frora auty and al.t clair~s, actions, damages, arbitration fees and expenses,
costs, atGomey's fees and ather IiabiIiti~s ("Liabilities'~ incc~rred by IMIPM reIating in any way tv
this cscrow arrangement exc~pt ~++here it is adjudged ihat IMIPM acted with gross negligeace or
wiliful rrtisconduc~
7,3 Lirni.tatiron of l..iabi,litv. in no even,t wilt ~M1PM. be liable for arry incidental, indirect,-
specia~, exemplary, punitive or consequential damages, m~cludir~g, but not limitcd to, Ioss of date,
revenve, and/or profits, costs, or expenses (including tegal fees an~d s~penses), whether foreseeabie
~r unforeseeable, tbat may ariS+e out of or in connectian with this Ageement; and in nt~ event ~hail
the collective liability of. IMIPM exceed ten times tkze fees paid undcr this Ageement. The
foreg~ing limitation of li~bit.ity does not. apply with respeet to any acis <~f ~ss negligence,
~ersanal injnry claims, property damage claims (excluding the beposit), or intellectuaI property
infringemeru.
7.4 pi~u~e Resolution. A.rry dispute ~elating to vr arisixtg from this Agreement shall be submitteci
to, ~snd settled by arbit~'~tion by, a single arbitrat~r chosen by the San Diego Regional Ottice of thc
American Axbitration Association in accordatice with the Commercial Rules of the American
Arbitrat~on Associati.o~. .'~~ arbit~tar sh.atl ~pply C~Jiforr.~i.~ ~aw. Unless otherwise agreeci by
Depositvc artd 1>refetred Beneficiary, r~rbitr~tir,n will taks pl.ace in San Diego, California, U.S.A. A.ny
~ourt having juzisdic.-tion over the matter may enter judgnent on th~ award QP the arbitrator. S~rvice
vf a peritic~n to cQnfirm the arbitration ~urard may be made by Firsi Class mail or by commercial
express noaii, to the aftorney for the pazty or, if unreprese~oted, to the party at the la.st known business
address. If, however, Depositor and/nr Preferred Benefici.ary refuses to submit to arbitration, the
matter shall not be submitted to drbivativn and TMIF'M maY submi~ tk-E rtt~tt~' x° anY ~ourt of
competent jurisdictivn for ait interpieader or similar aetion. Unless adjudged otherwise, any costs af
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DEG.'L9"LUU4 lU:'L'L 4U73041U45 HTE
#3558 P.008
arbil.r~~ti~n incurrc~ by IMIPM, including reasvi~abls ~xtpmey'~ fees a~~~1 C~~tiLy. ~h•fl~ b~ divj~l~~~
equally ~.nd paid by nepositor and P. referred E3eneticiary.
7.5 Contfoll.in.~Law. Th.is A.greement is to be governed and c~nsirued in accordance witlz the
l~ws oC the State of Califc~mia, without regard tv its conflict vf. )aw pz~ovisions.
7.~i Notice of ~tcct~rested Or.d~;r. If any p~'ty int~nds to obcain an order from the arbitrator or
a,~y caurt a£ cornpetent jurisdiccivn, whi.ch may direct JMIPM to take, or rcfrain from taking any
action, that party shall:
a. Give TMIFM at least five (5) business days prior notice of the tiearin~;
b. )n.clude in ~oy such order that, as a preco~ditaon tv ~Iv[iPM's obligauon, IMIPM be
paid in full f,or any past due fees and be paid for tl~e reasonable value of the services
to be r+en.dered pursuant to sueh order; and
c. EnsurE that IMIPM not be required W deliver the original (as oppc~scd t~ a cupy) uf
the Deposit Materiats if fMIPM may need tv retain the originai in its possessinn to
falfifi any of its other dutiex.
ARTICLE 8 -- GENERAL PRpVISIONS
8.1 Entire A~t'eeruez~t. This Agreeinoeni, whieh inclades ttte Acceptance Fnrm and ExhibiLti
~escribed herein~ embodies the entire unci~stending amonS aIl of the parties with respxt to its
subjcct matter and supersedes all previw.~s comtnunicatioxis, rcpxesentations or understsndings,
eitber oz~~ or writiten. IIVIIPIv~ is nbt ~ party to tlte St~ppoK Agreeme»t betw~ert Dapcysilor and
Preferred Bene~iciary and has na knowtedge of any of the terms or provisions ot any such Support
Agrccment. IM1PM's only obligations to De~wsitor or Prefexrcd F3eneficiary are as set forfh in this
Ag~rccement No amendment or rnodificativn af ttzis Agreement shatl be valid ~r binding unless
signed by aIi the parties h~reto, except that Exhibit A need not bc sigri«ed by IM.I~M, ~xhibit k3
necd not be sigted by ~'referred Beneficia~ry, Exhibit C need not be si~ed, Exhibit D need not bc
signed by Pxeferred Benefici8ry ar IMIPIvi and the Acceptance Form need onIy be signed by tk~.e
pazties identi~ied therein. ~
8.2 Notiees and Cozr.esnondence. All notices regardin.g Artictes 4 and 5, and any De~osit
MateriaJs, sb,aJ.t be seM by comxnercial express or certified rttail, ceWrn receipt requested. Ali other
correspondenee ineluding in~oiees, payments, and other doevmenlts and communications shall be
sent Fixst C1ass U.S. Mail ar~d give~rt to tkte par.ties at tbe addresses s~ecified 'rn the aitached Exhibii
C and Acceptance Farm. It strall be the responsibility of tbe parties to notify each. other as
provide~d in this Section~ ~ the e~ent of. a cha~ge of. physicaJ a~nd e-*nai~ addresses. The parties
shgl! have the right tn rely on the last lcnown address of the other parties. Any correctly addressed
notic~ or last &n4wn address of. t.~.e other par.ti~s th~t is r~li~d on~ her~in t~t is refuseci, unclaimed,
or undeliverable because vf an ~ct or omission af the ~arty to be noti#ied as provided herein shall
be d~emed effeetiv~ as of txte first date that said notice was re~used, unc~aimed, or deemed
undeliverable by the posta~ avtboriti~s by m~i1, through rnessertger or commercial express deIivery
services.
8.3 Sevrra~iilitY. Irz the euent any provision of this Agreement is fvand ~~ be in~~lid or
t-nentor.~ceable, the ~arties agree that unless it rn~terially af~~cts the entire intent and purpose ol'this
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DEG."l9'LUU4 lU:'L'L 4VlJU41U45 H1~
~~~ao r.~vy
Agr'ccmcat, such invalidity Qr unenft~rces~hility ~kt.all afl'CCl ncithcr thc vaiidity uf this Ag-'eetnznt
nc~r tf~e remainin$ provisions hexein, and the pr~visian in question shali be ciecmed tu be repfac:ed
with a valid and enforceabl.e provision most closefy reflecting the intent and purpose c~t'the original
provisior~.
8.4 Successors and Assi n~s. 'Chis A~ccr.n.cnt sha11 be binding upon ~nd shatl inure to the
be~netit o~ tkze successors and assigns of t.he parties. ~iowevex, 1.M.I .PM shall haue nu obligativn in
perfurmittg this Ag~r~ememt to recognizc any successor or assign of nepositor or Prefe-rzd
I3cncficiary unlesS IMIPJvI re~:eives clear~ ~uxl~o~i~tive and conclusive written evidenc:e ~f the
ch.ange of parties.
g.5 aiv~r. Any terrrt~ of this Agreeznent rziay be waived by the party entitled to the hEnefits
tbereot; provided that any such wasver mvst be in wtiting and Signed by the ~arty ag~inst whom the
enforcement of tlue waiver is sougt~~ No waiver. of any eo»dition, or breac~t ~f any prc~visivrt of this
Ageement, in any.one or more instances. shall be deemed to t~e a further or cvntinuing weiver of such
cc~nditi0n or bre~Ch. Delay oz ~~.ilure xo exercise any rigb.t or zem.edy shall not be dcemed the waiver
ot'that right or rem~dy.
8.6 Reau~lations. Depc)sitor and Prefetred Beneficiary are responsibie f~r and war'rant
compliar-ce with atI appiicable laws, rules and regvlations, inc~uding but r+~st limited to customs
1aws, impo~t. Expor[, and re-exp~t laws and ~ovemment regul~tiorts of any country from or to
which the Deposit Materials may be delivered in accordance with th.e provisions of this
Ageement.
8.7 Attozney's FeeR• In any litigation or othet ptoceedtz~g bY Wwch one party either seeks to
~nforce its rights wLder this Ag~eement (whether ~n c°ntract, tort, or both) ar seeks declararirm of any
rigb.ts or ab~iga~ians u~dez this A,greement (whetheir iA coz~d~ct, to~t, ar both~, the prevaiting P~Y
who has provea ~a court ~y a~urt decree, ludgrnent or arbivator's determi~ation that the other party
has materially breached its repre~ttation and/or warru~ty under ihis A~nt shall be ~warded
reasonable attomeys' feess together with any costs and expenses, x° res°jve the dispute and to enforce
fin~1 judgntei~~.
g g ~l0 7^hi,~d p„t Ry_„ i~ts, This AgrEement ~s made solely for the benefit of the Parties to this
Agrecmerct and their respective pcr~utted successo~s and assigz~s, ar~d no other person or entity sha~I
have o~ acquire arty right by virtue of thib Agreemer~t unless otherwise agreed to by all the parties
hereto.
8.9 .~i~thoritv to. SiP~n. Each of the Parties herein represenis and v+'arrants th~t thc exccudon.
delivery, aund per~'ozrnance of this Agreement i~as been dWy authorized and signed by a person wh~
rneet~ statutary nr othFx binding approvaf to sign on betralf of its busin.ess or~anizatian as ~-arr~od ~n
this Agreem,ent IMIPM will be ~ble to perfoma its obligaxions u»der this agreement cx~ce IM(PM has
~received a fui~y executed agxeem.en~
g_ tQ Countexpart,~. ThxS Agreement may be exe~uted in any number of cvunterP~rtst each of which
shall be an original. but a11 of which together shall constitute one irzsirument. Iron Mountain
fntel)ccri~al Property Man.agerr~.ent, tnc.
Mp~3v I
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U~L.Ly'LVU4 lU:LJ 4U/JU41U45 HTE
~3b~d P.UlU
De~USitor iMTPM ~
F3y: _ ~•v..-r ~~ - ~3'~ -- .
v \~
Name: C~~ ~ ~r~ a~ Name: V YJAII~~ /~Gc.
Title: ~~'Q.. ~ ,~r3~..~ T]t1E: ~,_L~ l~7NC- AJ ~ _ r
laate: ~ a.. j~.9 ~ o~t t7ate: ~1 ~
Approved as to 0 etational Content:
DSI Technotogy Operations
Name: Yolanda Granberry, I
Operations Assistant
Date:
I
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DEG.29'200Q 10:23 4073041045 HTE #3558 P.O11
FXH1RiT A
.NXAT~RIALS Td BF DEPQSITFD
Deposit Account N umber o~ LD ~~~
Deposit~r represents to Preferred Beneficiary that Deposit Materials deli~ered tc~ IMIFM shall
consist of the followin.g:
~
~
i
i
De~qsitor
sr
Namc:
Title:
Date:
Preferzed J3enefci3ry
sy:
Nams: ~-
Titl~: _ -~ - - -•
Date:
;
i
~
~
~
~
i
1
i
i
MD03~t
Y.~~~ ~~ www.ircmmount;~in.com
U~V.L7~LUV4 lU:LJ 9UlJV91V4D nlb
Uep~~sitr~r {:ompany Name
17~SCltiPTION OF DEPOSIT MATERIALS
Deposit Account Numbcr _,_ ~: d'"~ --.-- -~
Frociuct Name _Versivn
(Prucl~~ct N~~me wil/ upper.~r as Exhibit 13 Narr~e on Ac:cciunt History repvrl)
bEP4SIT MA'L'ERIAL DESCRIP7~ON:
~JDDO Y.V1G '
EXHIBiT S ~
;
Quant~ty Media Type & Sfze Labei Descri~tfon ot' Each Separate [tem ;
Disk 3.5" or '
_ ~ _ DAT tape mm
CD-ROM
Data cartridge tape ~
TK 70 or ---• tape ;
Magnetic tape ~
D~cuznerztatzont '
Other
PR4nUCT DFSCR~PTYON: ~
Enviro»rnent - -- ~-- ° •° --'- ~
DEPOSIT MATER3AL INFqRMATIf}N: asswords a,nd '
ls tbc m.e~iia or are any of ttze ~Ies ertcrypted? Xes / No If Yes, piease include any p ~
the decryptiori tools. I
Versioa
En.cryption too) name
Hardwaze required -- -"' -'^
Software required
~
Other required infprmarion
I cerxify fQr De~os~tor ehat the above described IMIPM ~as visually ic~spected and accepxed ,
~ che ~ ~ ;
Deposit Materials ha~a heen t,raz~s~itted to iM.~PI~: abvve rnat,erials (arry excep~r'u,rs ure nore~! i
r~hoYeJ:
~
Signature_ __ Sig~.atwe: ----.-- _~ :
Print Namc: Print Namc: ,
Dat.e: , Date Accepted: ...
E-mail: _ Exhibit B#• ~
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DEG.'L9"LUU4 lU:'L3 4U/~U41U4b ril~
DESIGNATED CONTACT
De~ositor Company Numb~r ~ 9Y ~0 __
Notices, cleposit r»aterf$~ returr~s and
cnmmunica~ions to Det~~asito.r sho~ld
be addressed t,u:
Company Nam.e: Su~Ga~d OSSI
Address:1000 Bcisiness Centez Dri.vc
La1.ce Marv FL 32746 - -
Desi~,mated Cc~ntact: Geor~e Ser.eikas. ManaQez
Contracts 5ervi.ces
Telephot~e: 40•7-304-3I SR
Facsinaite: 40'I 304-1045 -
E-~mgit: ~..~-~u hteinc.com ._._.
VErifcation Contact:
TelephoneJE-ma,it:
~~~ao r.vi~ ,
EXHIB[T C
~
~
~
Invoices to Ae»ocitnr should be
addressed to:
SunGard aSS~
1000 Business Cet~te~ prive
T.ake Mar~. FL 32746
Contact: Lisa Bzvan~t -
P.O.#, if rcquired:
Req,uests xo chenge the desigua.ted conta~cct should be given in writing by the designated contac:c ~r
an avtb.ori.zed emp~cyee.
Agreetnent~ DeRosft Materiats and notices AII invo~ce fee remittantces tc- [MIPM should
to IMIPM should be addressed to= (select be addressed to:
Ir~ation)
Atm: David. Jones
2T00 Norcr~ss parkway~ Suit~ 154
Norctoss, GA 30~71
Te1 ephone: 770-Z3 9~92Q0
Facsimile: ~--?45-0U27
E-mai1: david.jonas~o,~iro~amountaar~.corn
X~on Mouqtain IntelleetuaI Propercy
Management, ~nc.
l?4 ~ox 27131
New York, NY ifl0$7-7I31
Date:
' MD03Yi
Pagc 1Z www.ironmounu~in_com
DEG.'Ly"LVU4 1V:'L3 4U/JU41U95 HTE ~3b5d P.U1$ ~
I
, I
EXHIBIT A ~
NAME QF INI'['IAL MASTER PREFERRED
ESCROW ACCOUNT
Depositor Campany Number O~[D ~~~
("Aepositor") has entered in~to a Master Preterred ~.scrow
~Agre~me~t with Iron Moantain Intellectua.i Property M~nagement, Ir,c. ("IMIPM"}. Pursn~nt to
that Agreemex~t, Depositormay deposit certain Deposit Materials with iMIPM.
'fhe initial accauqt wil! be xeferenced by the ~vliowing »ame:
Deposit Account Number
Depo~itdr
By: ~
Name:
Tit1e: __..
Date:
~ www.ironmoun~~rt•com MDQ3v I
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DEG.29'LUU4 lU:L4 4V/3U91U9~ Hf~
$377C Y.Ul~
FXHIBiT E
ADDITiONAL ~SCRdW ACCOUNT
'E'n IY~ASTFR P~tF_FERRED ESCRO~ ~1GRF.ENT~NT
Depositor Company Nurnber _ o ~~ _
New Aeposit Accoe~nt Number
("Dep~sitor") has e»tered into a Ma.Ster Preterred ~scrow
A~reement with Iron Mountain Intellectual Property Maaagement, Inc. ("iMIPM"). Aursuxnt to
that Agteement, Depositor may deposit certain Deposit Materiafs witf~ I11~IPM.
Depositer drsires ihat new i3eposit iV[ateriaJs i~e held ib a separate account and be maintained
separateiy fmm th~ initiel account. By execution of th~s Exhibit E, IMIPM wili estahlish a
separate accouAt for the zt.ew Deposit Materials. The new aecount wiil be referenced by the
fallowing name: .
Depositor hereby agrees ihat ail terms ~nd con.ditivns a~' tbe exxsti.ng Mastzx Pce~'err~d Escrow
A~gzeement previousiy ~e~tered into by DepoSitar and IMIPM wili govern this accqunt, "I'he
tecmin.atian oz expiration of any othec aceount of Depositor wilJ not aff.eet tbis account.
[rvn Mountain ~ntellectual Property Management, fnc_
Depositor
sy_
Name:
Title:
Date:
~y:_
Name:
T"t#le:
Datc:
Page t4 www.iromm~untsin.com
M(?03v I
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PREFERREA B~N~I~JCT.A,RX
ACC~F'X'ANCE FC?RM
Depc~sitvr, Pref.erred Hez~eficiary and Iron Mauntairr inieUectaal Pr~peny MJnagement, inc_
f"IMIPM'~, hereby acknvwledge that is ~he Pref~xxcd
Bencticiary referr~ci to in the Iv~asr.er Preferred Escrow A$reement effective ,
2c) with IMIPM as the escr~w agent and ds the DeJ~vsitot.
Pre:fcrrec9 Benefcidry hereby agrees to be bound by aIl provisions of such Agreement.
pepasitor bereby enroJls Prefened Bensfi~iary tv the followi:ng accou~ot(s):
Accoun.t Name
Notices ~d communications to Preferred
Benefi+:iary should be addressed to:
Company Name: _ _
Address: - --
J7esign~t~ C4n~~t:
Telephone: _
Facsimile• ~ _
E-r~nail: .
Preferred Beneficiary
By:
Name-
Tide:
pace: _
Iron Mountain Inxellectual Pro~ertv
M~r,~~ement. Inc.
~y:
Name:
Tit1e:
Datc:
page 15
De~osTt AccounX Number.
lnvoices should be addressed to:
COAtBGt:
P.O.#, if required~ - - .._ . _ ~„ . _._
Depositor
By: _
Narne: -- •-~-._....
Title:
l~ake: .
www, ironmountain.corn
M C~03v 1
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TECHNICAL YERIFTCATI4N OPTI~NS
LEVEL I - ~nventory
This series of tests provides insi.gbt into whether the necessary in~'o~znation required to recreat~ tEtc
Uepvsitor's development envirp~ment has been properly siored in escxow. These tests detect errnr,s that
o~en inhibit effecrive use of the escrow deposit.
Steps rnclur~e: Anelyzing deposit media readabitity, virus scanning, deve~oping file classitication tables,
identifying the presencelabsenee of buiid instructions, attd identifysng m.eterials r~uired to recreate
the T3epositor's softwetre deve[opment environment. At compl.etion of iesting, IMIPM wili
distr~bute a repont to Pref.erned Beneficiary detailing ~MlPM's investigstion. This repc~r[ will
inclnde twild instructioas, ~tie eIassiftcatiazt tabJes and tistings. In addition, th~ report witl list
required saftware develnpment materiats, includin,g, without limitetion, tequired source cc~e
lan~~a~e6 and compiler~, third-party software, libraries, operating systems, and harc~war~, as wetl
as IMJPM's analysis of the dep~sic_ When iden~ifying materials required to recrcace Deposiwr's
s4ftware development environment, )l1~jPM will rely on information provided 'tn Depositor's
caxnpleted questioanaire (obteiaed via a iMIPM verification representative) and/or informa~iun
gathered during IM~M's testing experience.
LevE~, ~~ - ~~,u~
This serie6 of i~sts includes a si~tdard effort to compile tbe Depnsit Materials and build execut~abie code.
Steps inclr~de• Recreating tlxe Aepositor's software development eavironment, eompilittg sowce files and
modnles, ncreating execu.tab~e code, and providing e listiag of the hardware and x~(iware
confrg~irations n~essary to xecteate the Depositor's soflware development environment. 11v~IPM
will ~)gQ ~t~ a repor~ detai.Zing the streps necessary tu recreate th~ developmertt envirnnment,
problems encow~tered with testing, and 1MIPM's anatysi~ of the deQasir.
LEVEL III - Validation
A LeveI I!I verifccation cansists of testing tbe ~wn~ction~alicy of the compiled beposit Materiais (in a
producti.on setting or similar environment) and cart be acr,omplis~ed tlirou~tt one of the following thret
options:
Option A- Wiih the Depositor's sppmvai, executables created by IMI~'M dUring Level II tesring are
provided to tbe Preferred Beneficisry fot furtetio~a.li.ty testing.
Uption B- The Preferred Beneficiary provides [MIPM with a copy nf it~ licensed executables. Il~f1PM
compares the executables created dvring Levei II testing with the licensed execotables and provides
a com~,rrarison reporc to ali parties.
Optian C- IMIPiVI recreates the rtiotime enviro~ment ~or Ihe 1~Cetts~d techn.4~ogy an~d i.~raqs the
execntables created during the ~,eve1 iT tesiiuurtg into thet e~tviroxtraent. (The environment is
gener~lly "scaftd dowtt" from the actu~tl five environment.j 1MIPM then r~ns test scripts supplied
by the Preferred Benef:c~ary attd provides a xeport of the test resul.ts to alI perties. This rIIay re~uire
Depositor approval.
For additionsl informati,on abr~ut 1M[PM Technical Vetif-cation Ssrvices, please con~dct
a verificacion spec~alis~ st (77A) 2z;5-iii313 or by e-mai.l at da~i~.jo»es~;lronm~untain.cum.
Page !~i www.ironmv~ntain.com MD03v1
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HIS IS -
Exhibit D
Sample Project Plan
Informational Purposes Only
A SAMPLE PLAN ONLY WITH ESTIMATED TIMEFRAMES
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