Res No. 82-18 RESOLUTION NO. 82-18
A RESOLUTION OF THE QTY OF DELRAY BEACH,
FLORIDA APPROVING AMENDMENT #6 TO THE
AGREEMENT WITH SUPERION, LLC FOR PURCHASES OF
ADDITIONAL SOFTWARE APPLICATIONS; AUTHORIZING
THE QTY MANAGER TO EXECUTE ANY DOCUMENTS
AND TAKE ALL ACIIONS NECESSARY, PROVIDING AN
EFFECTIVE DATE;AND FOR OTHER PURPOSES.
WHEREAS, the City of Delray Beach (City) is authorized to enter into agreements to provide
services,programming and products in accordance with its Charter,and
WHEREAS, the City of Delray Beach currently utilizes ONESolution public safety software
from Superion,LLC,for the purpose of daily operation of the Police Department; and
WHEREAS, the City requires additional software applications within ONESolution public
safety software to enhance and streamline daily operations and services;and
WHEREAS, the City desires to enter into an agreement with Superion, LLC for purchases of
additional software applications within ONESolution public safety software; and
WHEREAS, the City Commission deems approval of this Resolution to be in the best interest
of the health,safety,and welfare of the residents and citizens of the City of Delray Beach and the public
at large.
NOW, THEREFORE, BE IT ORDAINED BY TIE CITY COMMISSION OF THE CITY
OF DELRAY BEACH,FLORIDA,AS FOLLOWS:
Section 1. The foregoing recitals are hereby affirmed and ratified.
Section 2. The City Commission of the City of Delray Beach has reviewed and hereby
approves this Agreement between the City and Superion, LLC, a copy of which is attached to this
resolution as Exhibit A.
Section 3. The City Commission authorizes the City Manager to execute the Agreement
and any amendments and/or renewals thereto, and take any other actions necessary to effectuate this
Agreement.
Section 4. This Resolution shall become effective immediately upon adoption.
PASSED AND ADOPTED in regular session on the ±"day of "' ,2015.
.o
ATTES A Y O R
Katerri Jo son,City C1,
r form '1 ficiency.
f' x Lo � ttorney
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AMENDMENT NO. 6 TO THE AGREEMENT BETWEEN
THE CITY OF DELRAY BEACH AND SUPEION LLC
THIS AMENDMENT NO. 6 amends the Agreement between the CITY OF
DELRAY BEACH, a Florida municipal corporation (the "City"), and SUPERION, LLC, as
successor in interest to SunGard Public Sector, Inc. ("Bidder") dated June 29, 2010,
Amendment No. 1 between the City and Bidder dated August 17, 2010, Amendment No.
2 between the City and Bidder dated March 16, 2011, Amendment No. 3 between the
City and Bidder dated June 30, 2011, Amendment No. 4 between the City and Bidder
dated October 15, 2013 and Amendment No. 5 between the City and Bidder dated
December 13, 2016.
WITNESSETH:
WHEREAS, the City and Bidder are desirous of amending the Standard Form of
Agreement between the City and to make various adjustments to the Software License
and Service Agreement ("License Agreement") and the Software Maintenance
Agreement ("Maintenance Agreement").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Incorporation of Recitals. The parties hereby represent that the above
recitals are hereby incorporated as if fully set forth herein.
2. Revisions.
a. Exhibit 1 to the License Agreement between the City and Bidder is
amended to add the following products and services:
License Fees&Maintenance
Pro duct Name Quantity License Fee Maintenance
ONESolution CAD Client AVL License t 1 $6,000,00 $960.00
ONESoWtion Motorola Astra 25 System Interface I $25,000.00 $4,000,00
ONESolution MCT Client AVL Ucense 1 $17,500.00 $2,800.00
ONESoIu.ton AVL Server Most License 1 $16,800,00 $2,68&00
ONESolution Field Training Online-Cloud 1 $5,000.00 $0.00,
ONESoWtion Freedom Base 10 $1,500.00 $240.00
ONESdution Freedom Server Software 1 $3,500,00 $560.00
Products with'are Site Licensed Products. Total $75,300.00 $11,249.00
Cloud/Hosted Access Fees
Product Name Quantity Amount
ONEWtition,Field Training Online-Cloud 1 $1,500 0
Total $1,500.00
Professional Services
Installation&Configuration
Product Name Amount
ONESolution Computer-Aided Dispatch Installation $4,200.00
ONESoNuton Mobiles Management Installation $8,400,00
ONESoWfion Public Safety,&Justice Map Audit Services $7,0100.00
ONESeution Internet Management Installation PS $1,400.00
Total $21,000,00
Training
Product Name Amount
ONESoIution Internet Management Training PS $1,280.00
ONEScAution MobHes Management Training $96000
Total $2,240.00
Project Management
Pw a duct Name Amount
ONESollution Computer-Aided Dispatch Project Management $1,120.00
ONESotution Mobiles Management Project Management $2,560.00
ONESollution Public Safety&Justice Map Audit Services $916G.00
ONEWuticn Internet Management Project Management PS $640.00
Total $5,280x0
Total Professional Services $28,520 00
Summary
Product/Service Amount
License Fees $75,300.00
Cioud/Hosted Annual Access Fees $1,500.00
Professional Services $28,520,00
Subtotal $105,320.00
License/Subscription Fee Discounts $22,250.00
Total $83,070.00
Net Maintenance $11,248.00
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i. Any interfaces listed above are interfaces only. Customer shall be
responsible for obtaining the applicable software, hardware and
system software from the appropriate third party vendor.
ii. The Component Systems identified above are "Licensed Programs"
or"Licensed Systems" licensed by Superion and are provided in and
may be used in machine-readable object code form only.
iii. Applicable taxes are not included, and, if applicable, will be added to
the amount in the payment of invoice(s) being sent separately.
iv. Travel and living expenses may be in addition to the prices quoted
above and shall be governed by the Superion Corporate Travel and
Expense Reimbursement Policy.
v. The date of delivery is the date on which Superion delivers, F.O.B.
Superion's place of shipment, the Component Systems to Customer.
vi. The Superion application software warranty shall be for a period of
one (1) year after delivery. There is no Testing and Acceptance
period on the Licensed System(s) herein.
vii. Preprinted conditions and all other terms not included in this
Amendment or the Contract and 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 Contract and
Agreement and any amendments thereto shall control unless
expressly accepted in writing by Superion to Customer.
viii.Should Customer terminate this agreement per any "Term of
Contract" Section of the Contract and Agreement, as may be
applicable for certain customers, Customer agrees to pay,
immediately upon termination, the remaining balance for all
hardware, software, and services delivered prior to the termination
date together with travel reimbursements, if any, related to the
foregoing. Notwithstanding any language in the Contract and
Agreement to the contrary, the purchase of support services is NOT
necessary for the continuation of Customer's License.
ix. Pricing for professional services provided under this quote is a good
faith estimate based on the information available to Superion at the
time of execution of this Quote. The total amount that Customer will
pay for these services will vary based on the actual number of hours
of services required to complete the services. If required, additional
services will be provided on a time and materials basis at hourly rates
equal to Superion's then-current rates for the services at issue.
x. For training and on-site project management sessions which are
cancelled at the request of Customer within fourteen (14) days of the
scheduled start date, Customer is responsible for price of the training
or on-site project management plus incurred expenses as mutually
agreed upon by the parties.
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b. Payment terms:
i. License, Project Planning, Project Management, Consulting,
Technical Services, Conversion, are due upon execution of this
Amendment. Training fees are due as incurred monthly. Installation
is due upon completion. Unless otherwise provided, other
Professional Services are due monthly, as such services are
delivered. Additional services, if requested, will be invoiced at then-
current rates. Superion represents, warrants, and covenants to
Customer that Superion will perform Professional Services using
personnel of required skill, experience, and qualifications and in a
professional and workmanlike manner in accordance with generally
recognized industry standards for similar services and will devote
adequate resources to meet its obligations under this Agreement. If
Customer reasonably believes that any Professional Services were
performed in violation of this warranty, it will notify Superion within
twenty (20) days of service performance describing the issue,
together with adequate supporting documentation and data. Upon
receipt of such notice, Superion's obligation will be to re-perform the
particular Professional Services affected as soon as commercially
reasonable at no additional charge.
ii. Superion Annual Maintenance: Customer is committed to the initial
term of Maintenance and Support Services for which the support
fee is included in the License fee(s) and begins upon execution of
this Amendment and extends for a twelve (12) month period.
Subsequent terms of support will be for twelve (12) month periods,
commencing at the end of the prior support period. Support fees
shown are for the second term of support for which Superion is
committed and which shall be due prior to the start of that term.
Fees for subsequent terms of support will be due prior to the start
of each term at the then-prevailing rate. Subsequent terms will
renew automatically until such time Superion receives written notice
from the Customer thirty (30) days prior to the expiration of the then
current term. Notification of non-renewal is required prior to the
start of the renewal term. Customer will be invoiced, and payment
is due, upon renewal.
c. Product notes:
i. ONESolution AVL Server Host License: The option of Turn by Turn
functionality is included in the ONESolution AVL Server Host License
software however this feature requires specific data elements to be
in the agency Maps. If requested, Superion can provide information
on that data. Once an agency enters that data, a map audit is
required to insure the data is correct before the Turn by Turn
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functionality can be used. This map audit consists of Professional
Services hours with Project Management and is not included in the
base map build.
ii. ONESolution Field Training Online-Cloud: Special Terms Relating to
ONESolution Field Training Online Cloud. During the term as
described herein, Superion shall provide hosting services (the
"Hosting Services") as described below for the FTO Component
System/Solution software licensed pursuant to this Add On
Quote/Order ("Application"). Such Hosting Services are effective as
of the Execution Date and continuing for an initial term of twelve (12)
months ("Hosting Term"). There is no Hosted Annual Access Fee
charged for the initial Hosting Term. Upon expiration of the initial
Hosting Term the term shall automatically renew for successive one
(1) year Renewal Terms. The Hosted Annual Access Fee reflected
above is for the second Renewal Term. The Hosted Annual Access
Fee for subsequent Renewal Term(s) will be at the then current
rates. Hosted Annual Access Fees are due prior to the start of the
respective Renewal Term(s). Either party may elect to not enter into
a Renewal Term by providing the other party with written notice at
least sixty (60) days prior to the end of the Hosting Term or then
current Renewal Term, as the case may be, and in such event,
Customer may elect to purchase annual support/maintenance
services at Superion's then current rates.
d. Exhibit 1 of the Maintenance Agreement has been amended to add the
following products and annual payment amounts (subject to Section 2(b)(ii)):
Product Name Maintenance
ONESolution CAD Client AVL License $960W
ONESolution M torolz Astro 25 System Interface $4,00 .00
ONESolution rm ICT Client AVL License $2,800.00
ONESolution AVL Server Host License $2,68,8.OG
ONESolution Saeid Training orml;arme-LIoud $O.OG
ONES lotion Freedom Base $240.OG
ONESolution Freedo m,Server Sottw, are $,560.01
3. Full Force and Effect. All other terms and conditions of the Agreement not
expressly modified by this Amendment No. 6 remain in full force and effect.
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4. Effective Date of Amendment No. 6 to the Agreement. This Amendment
shall not be effective until it is approved by the City Commission and signed by both of
the parties.
5. Public Records.
IF THE BIDDER (CONTRACTOR) HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
BIDDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT
CITY OF DELRAY BEACH, CITY CLERK, 100 N.W. 1ST AVE., DELRAY
BEACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED BY
PHONE AT 561-243-7050 OR VIA EMAIL AT PUBLIC
RECORDSREQUEST@MYDELRAYBEACH.COM.
a. Bidder shall comply with public records laws, specifically to:
i. Keep and maintain public records required by the City to perform the
service.
ii. Upon request from the City's custodian of public records, provide the
City with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not
exceed the cost provided in Florida Statute or as otherwise provided
by law.
iii. Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not
disclosed except as authorized by law for the duration of the
Agreement term and following completion of the Agreement if the
Bidder does not transfer the records to the City.
iv. Upon completion of the Agreement, transfer, at no cost, to the City
all public records in possession of the Bidder or keep and maintain
public records required by the City to perform the service. If the
Bidder transfers all public records to the City upon completion of the
Agreement, the Bidder shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure
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requirements. If the Bidder keeps and maintains public
records upon completion of the Agreement, the Bidder shall meet
all applicable requirements for retaining public records. All
records stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a format that
is compatible with the information technology systems of the City.
V. If the Bidder does not comply with this section, the City shall
enforce the contract provisions in accordance with the contract
and may unilaterally cancel this contract in accordance with state
law.
6. Indemnity/Hold Harmless Agreement: Bidder shall at all times hereafter
indemnify, hold harmless and, at the City Attorney's option, defend or pay
for an attorney selected by the City Attorney to defend City, its officers,
agents, servants, and employees from and against any and all causes of
action, demands, claims, losses, liabilities and expenditures of any kind,
including attorney fees, court costs, and expenses, caused or alleged to be
caused by any intentional, negligent, or reckless act of, or omission of,
Bidder, its employees, agents, servants, or officers, or accruing, resulting
from, or related to the subject matter of any order including, without
limitation, any and all claims, losses, liabilities, expenditures, demands or
causes of action of any nature whatsoever resulting from injuries or
damages sustained by any person or property. In the event any lawsuit or
other proceeding is brought against City by reason of any such claim, cause
of action, or demand, Bidder shall, upon written notice from City, resist and
defend such lawsuit or proceeding by counsel satisfactory to City or, at
City's option, pay for an attorney selected by the City Attorney to defend
City. The obligations of this section shall survive the expiration or earlier
termination of any order. To the extent considered necessary by the Chief
Purchasing Officer and the City Attorney, any sums due Bidder under any
order may be retained by City until all of City's claims for indemnification
pursuant to any order have been settled or otherwise resolved. Any amount
withheld shall not be subject to payment of interest by the City.
7. Office of The Inspector General. Bidder is aware that the Inspector
General of Palm Beach County has the authority to investigate and audit
matters relating to the negotiation and performance of this contract, and
may demand and obtain records and testimony from Contractor and its
subcontractors and lower tier subcontractors. Contractor understands and
agrees that in addition to all other remedies and consequences provided by
law, the failure of Contractor or its subcontractors and lower tier
subcontractors to fully cooperate with the Inspector General when
requested may be deemed by the City to be a material breach of this
Agreement justifying its termination.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6
to be duly executed this day of ° ������ , 2018.
ATTEST: CITY
F ELRAY ACH, FLORIDA
Katerri Johnson ity Clerk S"helly Petr 'a, Mayor
Approved as to Form and
legal sufficiency:
m
Max h� n City Attorney
WITNESSES: SUPERION, LLC
MVEN4 By:
. Name: Tom AmburqeW
(Print or Type Name) Title: General Manager
(Pr)At or Type Name)
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this day of July,
2018, by Tom Amburgey, General Manager of Superion, LLC, a Delaware limited liability
company. He is personally known to me and did not take an oath.
ustQ
Signature of Notary Public
State of Florida
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