HomeMy WebLinkAboutCity of Tamarac Resolution R-2018-119Temp. Reso # 13033
September 10, 2018
Page 1
CITY OF TAMARAC, FLORIDA/
RESOLUTION NO. R-2018- ! /
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA, APPROVING AND AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE THE FIRST
AMENDMENT TO THE SOFTWARE LICENSE AND SERVICES
AGREEMENT TO MAKE MINOR CONTRACT LANGUAGE
CORRECTIONS; PROVIDING FOR CONFLICTS; PROVIDING
FOR SEVERABILITY, AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, on June 28, 2017, The City Commission approved a Software License
and Services Agreement with Superion attached hereto as Exhibit 1 for the implementation of
a new Enterprise Application Software; and
WHEREAS, the project is currently underway and planned for completion by October
2019; and
WHEREAS, a recent review of the Agreement revealed discrepancies that created
conflicts with the original intent of the agreement; and
WHEREAS, the proposed changes have no financial impact and are outlined in the
Staff Report and in the proposed Amendment 1 attached hereto as Exhibit 2; and
WHEREAS, Director of Information Technology recommends approval; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the
best interests of the citizens and residents of the City of Tamarac to approve and to authorize
the appropriate City Officials to execute Amendment 1 to Software License and Services
Agreement to make minor changes to the contract language.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA-
Temp. Reso # 13033
September 10, 2018
Page 2
SECTION 1: That the foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this Resolution. All
exhibits referenced herein are incorporated and made a specific part of this resolution.
SECTION 2: Amendment 1 to the Software License and Services Agreement to make
minor changes to the contract language is hereby approved and the appropriate City Officials
are hereby authorized to execute Amendment 1.
SECTION I All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this Resolution .is held
by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it
shall not affect the validity of the remaining portions or applications of this Resolution.
This section intentionally left blank
I-
Temp. Reso # 13033
September 10, 2018
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SECTION 5: This Resolution shall become effective immediately upon its passage and
adoption.
PASSED, ADOPTED AND APPROVED this
ATTEST:
44
CITY CLERK
II
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM
6,f14j,,8SAUJEL S. GOREN
CITY ATTORNEY
day of 2018.
RR DRESSLER
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER
DIST 1: COMM. BOLTON
DIST 2: WM GOMEZ
DIST 3: COMM. FISHMAN
DIST 4: COMM. PLACKO
DocuSign Envelope ID: 91351E86-ED2F-47AD-BC08-110C0477DC7D
AMENDMENT #1 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT
2427LG-00006594
City of Tamarac, FL
("Customer")
and
SUPERION, LLC
("Superion")
This Amendment (the "Amendment") amends the parties' Software License and Services Agreement with
an Execution Date of June 27, 2017 (the "Agreement") expressly as provided for in this Amendment.
The Execution Date of this Amendment is the latest date shown on the signature page of this Amendment.
Customer and Superion, intending to be legally bound, agree as follows:
Defined Terms. Except as otherwise set forth herein, each defined term in the Agreement has the
meaning ascribed to that term in the Agreement when the term is used in this Amendment.
2. Amendment to and Modification of the Agreement.
The Agreement is amended and modified as follows:
(a) On age 4 of 29, section 7 a) iii currently reads as:
"The Contract Amount is the amount of Funds that Customer has allocated for this
agreement, and may not be exceeded unless Customer allocates additional funds based
upon approved written change orders. The Contract Amount is $1,264,182.00."
The Contract Amount in this provision will be amended so that Section 7 a) iii. now reads:
"The Contract Amount is the amount of Funds that Customer has allocated for this
agreement, and may not be exceeded unless Customer allocates additional funds based
upon approved written change orders. The Contract Amount is $1,723,792.00."
(b) On Page 14 of 29, Exhibit 2 — Schedule A currently lists a Subscription to:
"TRAK-CIVIC — CivicTRAK"
The subscription will be terminated and the Contract will be amended to remove all references
or payment amounts to the subscription.
(c) On Page 17 of 29, Exhibit 2 — Summary of Fees currently lists a row titled:
"Total Services," and does not include a reference to Maintenance or Subscription Fees.
The Contract will be amended to change "Total Services" to "Total Milestone Payments," and
the language: "Grand total does not include Maintenance or Subscription Fees" will be
inserted below the bottom row of the Table.
3. Integration Provision. Except as expressly modified by this Amendment, the Agreement shall
remain in full force and effect. As of the Execution Date, the Agreement, as further amended by this
Amendment constitutes the entire understanding of the parties as regards the subject matter hereof and
cannot be modified except by written agreement of the parties.
City of Tamarac, FL Superion, LLC
0 cuSlgne by:
PRINT NAME: MIcLa.�( C"_ Cer✓ nn k PRINT NAME: Tom Amburgey
PRINT TITLE: �'Ci_.� JI/tcWl qJ-e-- PRINT TITLE: General Manager
DATE SIGNED: g —�'�� DATE SIGNED: September 10, 2018
Page 1 of 1
CUSTOM NO, 2427LG
CONTRACT NO. 00006694
SOFTWARE LICENSE AND SERVICES AGREEMENT
Superion, LLC
a Limited Liability Company
with headquarters at:
1000 Business Center Drive
Lake Mary, FL 32746
("Superion")
AND
City of Tamarac, FL
with Ks principal place of business at
10101 State Street
Tamaac, FL 33321
(for purposes of thpa Agreement, "Cu
By the signatures of their duty authorized representatives below, Superion and Customer, intending to be
legally bound, agree to al of the provisions of ,his Agreement and all Exhibits, Supplements, Schedules,
Appendices, and/or Adder4a to this Agreement,
PRINT NAME� AAAmkaf
PRINT TITLE: —AAAt 64 ps 019M
7 %du %.
oxne
Superion, LLC
BY:
PRINT NAME: Lisa Neumann
PRINT TITLE: Controller
DATE SIGNED: June 22, 2017
Pap 1029
oft'01MM vtwtl
THIS AGREEMENT is made between Superion, LLC and Customer as of the Execution Date. The
parties agree as follows:
Definitions.
"Baseline" means the general release version of a Component System as updated to the
particular time in question through both Superion's warranty services and Superion's Maintenance
Program, but without any other modification whatsoever.
"Component System" means any one of the computer software programs which is identified in
Exhibit 1 as a Component System, including all copies of Source Code, Object Code and all related
specifications, documentation, technical information, and all corrections, modifications, additions,
improvements and enhancements to and all Intellectual Property Rights for such Component System.
"Confidential Information" means non-public information of a party to this Agreement. Confidential
Information of Superion includes the Software, all software provided with the Software, and algorithms,
methods, techniques and processes revealed by the Source Cade of the Software and any software
provided with the Software. 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.
"Delivery Address" means the Customer shipping address set forth'in Exhibit 1 as the Delivery
Address,
"Delivery Date" means, for each Component System, the date on which Superion first ships the
Component System to the Delivery Address F.O.B. Superion's place of shipment.
"Discloser" means the party providing its Confidential Information to the Recipient.
"Defect" means a material deviation between the Baseline Component System and its
documentation, for which Defect Customer has given Superion enough information to enable Superion
to replicate the deviation on a computer configuration that is both comparable to the Equipment and
that is under Superion's control.
"Execution Date" means the latest date shown on the signature page of this Agreement.
"Equipment" means a hardware and systems software configuration meeting the "Equipment"
criteria set forth in Exhibit 1.
"Exhibit" means, collectively: (i) The schedules attached to this Agreement which are marked as
"Exhibits," including all attached Software Supplements; and (ii) any schedule also marked as "Exhibits"
(also including any attached Software Supplements) that is attached to any amendment to this
Agreement. Other appendices to this Agreement are numbered sequentially and are also "Exhibits."
"Intellectual Property Rights" means all patents, patent rights, patent applications, copyrights,
copyright registrations, trade secrets, trademarks and service marks and Confidential Information.
"Software" means the Component Systems listed in Exhibit 1.
"Customer Employees" means: (i) Customer's employees with a need to know; and (ii) third party
consultants engaged by Customer who have a need to know, who have been pre -approved by
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SPS License 9/13/2011
Superior, and who, prior to obtaining access to the Software, have executed a Superion-approved non-
disclosure agreement.
"Object Code" means computer programs assembled, compiled, or converted to magnetic or
electronic binary form on software media, which are readable and usable by computer equipment,
"Recipient" means the party receiving Confidential Information of the Discloser.
"Reimbursable Expenses" means travel and meal expense pursuant to Superion Travel Expense
Guidelines included in Exhibit 3.
"Software Supplement" means, with respect to a Component System, the addendum provided as
partof Exhibit 1 that contains additional terms, conditions, limitations and/or other information pertaining
to that Component System. If any terms of a Software Supplement conflicts with any other terms of
this Agreement, the terms of the Software Supplement will control.
"Source Code" means computer programs written in higher -level programming languages,
sometimes a.,companied by English language comments and other programmer documentation.
2. Right to Grant License and Ownership. Superion has the right to grant Customer this license to
use the Software. Except as otherwise indicated in a Software Supplement, Superion owns the Software.
3. License. Subject to the terms and conditions of this Agreement, Superion grants Customer a
perpetual, non-exclusive, non -transferable license to use and copy for use the Software on the Equipment
within the United States of America for Customer's own, non-commercial computing operations. Any rights
not expressly granted in this Agreement are expressly reserved.
a) Software Code. Customer has right to use the Software in Object Code form. Customer also has
the right io use the Software in Object Code form temporarily on another Superion-suppors.ed configuration,
f(,[-* disaster recovery of Customer's computer operations.
b) Documentation. Except as otherwise provided for in the applicable. Software Supplement,
Customer can make a reasonable number of copies of the documentation for each Component System for
its use in accordance with the terms of this Agreement.
c) Restrictions on Use of the Software. Customer is prohibited from causing or permitting the reverse
engineering, disassembly or decompilation of the Software. Customer is prohibited from using the Software
to provide service bureau data processing services or to otherwise provide data processing services to third
parties. Customer will not allow the Software to be used by, or disclose all or any part of the Software to,
any person except Customer Employees. Without limiting the foregoing, Customer is permitted to allow
use of the input and/or output sensory displays of or from the Software by third parties on a strict "need to
know" basis, and such use will not be deemed a non -permitted disclosure of the Software. Customer will
not allow the Software, in whole or in part, to be exported outside of the United States of America, in any
manner or by any means, without in each instance obtaining Superion'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.
d) Intellectual Property Rights Notices. Customer is prohibited from removing or altering any of the
Intellectual Property Rights notice(s) embedded in or that Superion otherwise provides with the Software.
Customer must reproduce the unaltered Intellectual Property :eights notice(s) in any full or partial copies
that Customer makes of the Software.
4. Source Code. Superion has placed the Source Code for those Superion-proprietary (as opposed
to third party -owned) Component Systems identified in Exhibit 1 in escrow with Iron Mountain Intellectual
Property Management ("Iron Mountain", formerly "DSI Technology Escrow Services Inc." or "DSI")
pursuant to a Source Code Escrow Agreement between Iron Mountain and Superion ("Escrow
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SPS Maintenance 7/1/2010
Agreement"). Superion updates such Source Code escrow deposits at least once a calendar year. Such
Source Code will only be made available on the release terms of the Escrow Agreement, and only to those
Superion licensees that have elected to be named "Preferred Beneficiaries" under the Escrow Agreement
by executing a Preferred Beneficiary Acceptance Form (Exhibit 5) , The first year fee of $850 is payable
to Superion and is due by not later than thirty (30) days after receipt of the fully executed Preferred
Beneficiaries Acceptance Form, 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. For the avoidance of doubt,
Customer's election to be named an escrow beneficiary is optional. Superion shall bill the annual Escrow
Fee with Customer's Annual Maintenance.
5. Services.
a) Generally. Superion will provide Customer with the information services identified in Exhibit 1, for
the fees provided in Exhibit 1.
b) Additional Services. Superion can also provide Customer with additional information services, at
Superion's then -current rates, or at such other rates as are agreed to by the parties in an amendment to
this Agreement.
c) Workmanlike Skills. Superion will render all services under this Agreement in a professional and
workmanlike manner. Superion will promptly replace any Superion personnel that are rendering services
on -site at a Customer facility if Customer reasonably considers the personnel to be unacceptable and
provides Superion with notice to that effect, provided that such replacement does not violate any law or
governmental regulation applicable to such personnel replacement.
d) Conditions On Providing Service-s. In each instance in which Superion is providing Customer with
services, Superion and Customer will develop a project plan that identifies each party's responsibilities for
such services. The project plan will describe in detail the tentative schedule and the scope of services that
Superion will provide. Customer will establish the overall project direction, including assigning and
managing the Customer's project personnel team. Customer must assign a project manager who will
assume responsibility for management. of the project. Customer must ensure that the Equipment is
operational, accessible and supported at the times agreed to by the parties in the project plan. While
Superion is providing such services, Customer must provide Superion with such facilities, equipment and
support as are reasonably necessary for Superion to perform its obligations, including remote access to the
Equipment.
6. Delivery. Except as otherwise provided in Exhibit 1, Superion will deliver all Component Systems
to Customer at the Delivery Address.
7. Payment and Taxes.
a) Payment.
i) License Fees. Fees for the Software will be due to Superion as provided for in Exhibit 1.
ii) Professional Services Fees/Milestone Billing. Professional Services Fees shall be billed in
accordance with the Milestone Billing Schedule — Exhibit 2 Schedule B. Professional Services will be
invoiced on a monthly basis in arrears and will be due within thirty (30) days from the date of invoice.
Customer will reimburse Superion for actual travel and living expenses that Superion incurs in providing
Customer with services under this Agreement. Such travel and living expenses will be governed by the
Superion Travel Expense Guidelines attached hereto as Exhibit 3 and will be invoiced on a monthly basis
in arrears and due within thirty (30) days from the date of invoice.
iii) The Contract Amount is the amount of Funds that Customer has allocated for this agreement, and
may not be exceeded unless Customer allocates additional funds based upon approved written change
orders. The Contract Amount is $1,264,182,00.
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SPS Maintenance 7/1/2010
iv) Superion's Services is required to perform based upon the details of Exhibit 6 - Project Statement
of Work (SOW).
v) The complete installation of the Proposed System is contingent on budgetary funding from the
annual Customer budget, Funding may be allocated in phases over several fiscal years. Customer
believes that sufficient funds can be obtained to pay all amounts due Superion throughout the term of this
Agreement and hereby covenants and agrees that it will make appropriate requests for budget
appropriations for the fiscal years in amounts as specified herein. Customer further agrees that said funds,
once appropriated, will be maintained and expended for the expressed purpose of acquiring from Superion
the licenses and services set forth herein. In the event sufficient funds are not appropriated, not budgeted
or not otherwise legally available, Customer shall immediately notify Superion of such occurrence and
Superion will respond with a proclamation that the Agreement, or the appropriate executory portions
thereof, is terminated. Should there be any premature termination of this Agreement, Customer shall be
responsible to pay a) for any services delivered by Superion prior to the notice b) support service fees due
and (.) for all software which has been delivered and accepted.
vi; Given the nature of the services performed, Customer has the responsibility to inform Superion
F ublic Services of any deficiencies in the work and/or satisfaction issues, or any other questions or issues.
For this reason, Customer will have thirty (30) days from invoice date to notify Superion of any dispute or
issue concerning the services billed on that invoice. Thereafter, the invoice will be considered non -
disputable. IS uch notice shall provide sufficient detail so as to allow Superion to duplicate the error.
SEE SECTION 20 — Service Resolution Incentive.
b) Taxes_ Customer is responsible for paying all taxes (except for taxes based on Suaerion's net
income or capital stock) relating to this Agreement, the Software, any services provided or payments made
under this Agreement. Applicable tax amounts (if any) are NO' included in the fees set forth in this
Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide Superion
with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax
amounts to the applicable taxing authority, Superion will invoice Customer for and Customer will pay to
Superion all such tax amounts.
c) Scheduled Resource Changes: For training and on -site project management sessions which are
cancelled at the request of Customer within fourteen (14) days of the scheduled start date, Customer is
responsible for entire price of the training or on -site project management plus incurred expenses,
8. Acceptance of Services: Final Payment Milestone:
The following terms apply with regard to payment of the Final Milestone as identified in the Project Milestone
and Payment Schedule Supplement:
a)
i) Customer will use a two stage acceptance process to accept the final completion of
Services. The first stage "Conditional Acceptance" will occur when the system (or portion thereof)
goes live. Customer will have 45 days to conduct testing prior to go live.
ii) Customer will have a 90 day pE riod after Conditional Acceptance to "Live Test" the system
(or portion thereof). Live Testing is Customer's opportunity to verify that the Services have been
completed in accordance with the provisions of this Agreement and that the Services were
performed in accordance with specifications included in the Business Process Reviews and the
Statement of Work.
iii) If, after the Live Testing, the Services have been completed in accordance with the
Agreement and Business Process Reviews and the Statement of Work; Customer will issue "Final
Acceptance of Services." The 90-day time frame for Final Acceptance restarts if Services issues
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SPS Maintenance 7/1/2010
are found in the Live Test. The final acceptance period will restart on the date the problem is
certified by Superior as being re -performed and fixed.
iv) 100% of the payment identified in the Milestone Billing Schedule Exhibit 2 — Schedule B
specifically Final Milestone representing 10% of the total Services billing shall be paid upon Final
Acceptance of Services.
Limited Warranty Disclaimer of Warranty and Election of Remedies.
a) Limited Software Warranty by Superion and Remedy For Breach. For each Component System,
Superion warrants to Customerthat, for a period of twelve (12) months afterthe Delivery Date, the Baseline
Component System, as used by Customer on the Equipment for its own, non-commercial computing
operations, will operate without Defects. For each Defect, Superion, as soon as reasonably practicable
and at its own expense, will provid-a Customer with an avoidance procedure for or a correction of the
Defect. If, despite its reasonable afforts, Superion is unable to provide Customer with an avoidance
procedure for or a correction of a Defect, then, subject to the limitations set forth in Section 18 of this
Agreement, Customer may pursue its remedy at law to recover direct damages resulting from the breach
of this limited warranty. These remedies are exclusive and are in lieu of all other remedies, and Superion's
sole obligations for breach of this limited warranty are contained in this Section 9(a).
b) Disclaimer of Warranty. The limited Jarranty in Section 9(a) is made to Customer exclusively and
is in lieu of all other warranties. SUPERION MAKES NO OTHER WARRANTIES WHATSOEVER,
EXPRESS OR IMPLIED, WITH REGARD TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT
AND/OR THE SOFTWARE, IN WHOLE OR IN PART. SUPERION EXPLICITLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY -AND OF FITNESS FOR A PARTICULAR PURPOSE.
SUPERION EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE, IN WHOLE OR IN PART,
WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE
WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. CUSTOMER WAIVES
ANY CLAIM THAT THE LIMITED WARRANTY SET FORTH IN SECTION 9(A) OR THE REMEDY FOR
BREACH OF SUCH LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.
c) Abrogation of Limited Warranty. The limited warranty in Section 9(a) will be null and void if: (i)
anyone (including Customer) other than Superion modifies the Baseline Component System; or (ii)
Customer does not implement changes that Superion provides to correct or improve the Baseline
Component System. If despite any modification of the Component System, Superion can replicate the
reported problem in the Baseline Component System as if the problem were a Defect, then Superion will
nonetheless provide Customer with an avoidance procedure for or a correction of that reported problem
for use in the Baseline Component System as though the reported problem were a Defect.
d) FAILURE OF ESSENTIAL PURPOSE. THE PARTIES HAVE AGREED THAT THE
LIMITATIONS SPECIFIED IN SECTIONS 9 AND 18 WILL SURVIVE AND APPLY EVEN IF ANY
LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER CUSTOMER HAS ACCEPTED ANY
SOFTWARE OR SERVICE UNDER THIS AGREEMENT.
10. Confidential Information. Except as otherwise permitted under this Agreement, the Recipient will
not knowingly disclose to any third party, or make any use of the Discloser's Confidential Information. The
Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser's
Confidential Information that it uses to maintain the confidentiality of its own. Confidential Information of
equal importance. Except in connection with the Software and any software provided with the Software,
the non -disclosure and non-use obligations of this Agreement will remain in full force with respect to each
item of Confidential information for a period of ten (10) years after Recipient's receipt of that item.
However, Customer's obligations to maintain both the Software and any software provided with the
Software as confidential will survive in perpetuity.
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11. Indemnity by Superion, Superion will defend, indemnify and hold Customer harmless from and
against any loss, cost and expense that Customer incurs because of a claim that use of a Baseline
Component System infringes any United States copyright of others. Superion's obligations under this
indemnification are expressly conditioned on the following: (i) Customer must promptly notify Superion of
any such claim; (ii) Customer must in writing grant Superion sole control of the defense of any such claim
and of all negotiations for its settlement or compromise (if Customer chooses to represent its own interests
in any such action, Customer may do so at its own expense, but such representation must not prejudice
Superion's right to control the defense of the claim and negotiate its settlement or compromise); (iii)
Customer must cooperate with Superion to facilitate the settlement or defense of the claim; (iv) the claim
must not arise from modifications or (with the express exception of the other Component Systems and
third party hardware and software specified by Superion in writing as necessary for use with the Software)
from the use or combination of products provided by Superion with items provided by Customer or others.
If any Component System is, or in Superion's opinion is likely to become, the subject of a United States
copyright infringement claim, then Superion, at its sole option and:.expense, will either: (A) obtain for
Customer the right to continue using the Component System under the terms of this Agreement; (B)
replace the Component System with products that are substantially equivalent in function, or modify the
Component System so that it becomes non -infringing and substantially equivalent in function; or (C) refund
to Customer the portion of the license fee paid to Superion for thQ Component System(s) giving rise to the
infringement claim, less a charge for use by Customer based can straight line depreciation assuming a
useful life of five (5) years. THE FOREGOING IS SUPEMN'S EXCLUSIVE OBLIGATION WITH
RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
12. Term and Termination.
a) Right of Termination. A party has the right to terminate this Agreement if the other party breaches
a material provision of this Agreement. Either party has the right to terminate this Agreement at any time
while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the
party seeking termination must give the other party notice that describes the event or condition of
termination in reasonable detail. From the date of its receipt of that notice, the other party will have thirty
(30) days to cure the breach to the reasonable satisfaction of the party desiring termination. If the event
or condition giving rise to the right of termination is not cured within that period, this Agreement will
automatically be deemed terminated at the end of that period. However, notice to Superion of a suspected
Defect will not constitute a notice of termination of this Agreement.
b) Effect of Termination. Upon termination of this Agreement by either party, Customer will promptly
return to Superion or (at Superion's request) will destroy all copies of the Software, and will certify to
Superion in writing, over the signature of a duly authorized representative of Customer, that it has done
so.
c) Survival of Obligations. All obligations relating to non-use and non -disclosure of Confidential
Information and indemnity will survive termination of this Agreement.
d) Termination Without Prejudice to Other Rights and Remedies. Termination of this Agreement will
be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement.
e) Disentanglement. In connection with any expiration or termination of the Term of this Agreement
or of the provision of any of the Services provided hereunder, Superion shall, at Customer's request, assist
Customer in accomplishing a complete and timely transition from Superion to Customer or to any
replacement providers or New Vendor (NV) designated by Customer, of the Services being terminated (a
"disentanglement"), in a manner calculated to minimize impact on the Services or any other services
provided by third parties. Superion shall provide the Customer and the NV and otherwise take steps
reasonably required to assist Customer in effecting a complete and timely Disentanglement. Superion
shall provide Customer and NV with information regarding the Services or as is otherwise needed for
Disentanglement, subject to NV agreeing to maintain the confidentiality of Superion Confidential
Information. Superion shall provide for the prompt and orderly conclusion of all work, as Customer may
direct, including completion or partial completion of projects and other measures to assure an orderly
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SPS Maintenance 7/12010
transition to Customer or Customer's NV. Should Customer require Disentanglement services, Superion
shall provide Customer with a quote for Disentanglement services at Superion's then standard rates, or at
hourly rates agreed upon in the contract for each Superion Personnel that is to perform such
Disentanglement services as requested by Customer. Superion shall provide any Disentanglement
services as the City reasonably requests for a period of one (1) year. This paragraph shall not be
interpreted to require Superion or to permit Customer to disclose to any NV any of the Confidential
Information of Superion without prior written specific consent.
13. Notices. All notices and other communications required or permitted under this Agreement must
be in writing and will be deemed given when: Delivered personally; sent by United States registered or
certified mail, return receipt requested; transmitted by facsimile confirmed by United States first class mail;
or sent by overnight courier. Notices must be sent to a party at its address shown on the first page of this
Agreement, or to such other place as the party may subsequently designate for its receipt of notices..
14. Force Maieure. Neither party will be liable to the other for any failure or delay in performance
under this Agreement due to circumstances beyond its reasonable control, including Acts of God acts of
war, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental_ and
judicial action not the fault of the party failing or delaying in performance.
1s. Assignment. Neither party may assign any of its rights or obligations under this Agreement, and
any attempt at such assignment will be void without the prior written consent of the other party. For
purposes of this Agreement, "assignment" will include use of the Software for benefit of any third party to
a merger, acquisition and/or other consolidation by, with or of Customer, including any new or surviving
entity that results from such merger, acquisition and/or other consolidation. However, the following will not
be considered "assignments" for purposes of this Agreement: Superion's assignment of this Agreement
or.of any Superion rights under this Agreement to Superion's successor by merger or consolidation or to
any person or entity that acquires all or substantially all of its capital stock or dssets; and Superion's
assignment of this Agreement to any person or entity to which Superion transfer: any oil: its rights in the
Softwarj�.
16, No Waiver. A party's failure to enforce its rights with respect to any single or continuing breach of
this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce
any other or any subsequent breach.
17. Choice of Law; Severability. This Agreement will be governed by and construed under the laws
of the State of Florida, without reference to the choice of law's provisions thereof. If any provision of this
Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining
provisions of the Agreement will remain in full force and effect.
18. LIMITATIONS OF LIABILITY,
A) LIMITED LIABILITY OF SUPERION. SUPERION'S LIABILITY IN CONNECTION WITH THE
SOFTWARE, ANY SERVICES, THIS LICENSE OR ANY OTHER MATTER RELATING TO THIS
AGREEMENT WILL NOT EXCEED THE FEE THAT CUSTOMER ACTUALLY PAID TO SUPERION (OR,
IF NO DISCRETE FEE IS IDENTIFIED IN EXHIBIT 1, THE FEE REASONABLY ASCRIBED BY
SUPERION) FOR THE COMPONENT SYSTEM OR SERVICES GIVING RISE TO THE LIABILITY.
B) EXCLUSION OF DAMAGES. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN
FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUPERION BE LIABLE
TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE, AND WHETHER OR NOT SUPERION HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.
Page 8 of 29
SPS Maintenance V1 /2010
C) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUPERION HAS SET ITS
FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF
LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS
AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN
THE PARTIES.
19. Dispute Resolution Mechanism. The parties adopt the following multi -tiered dispute resolution
mechanism for resolving disputes between them:
a) Level 1: Disputes, disagreements, and business issues shall be referred to the Project Managers
who shall address and resolve the matter within 48 hours of the request being made by either party.
b) Level 2: If the Project Managers are unable to resolve any matter within 48 hours, it shall be
referred to the President of Superion or designee, and to the City Manager of Customer, or designee.
They shall gather facts concerning the matter, e:<plcre alternatives and attempt to resolve the matter by
agreement.
c) Level 3: If President of Superion and City(Manager of Customer are not able to agree, either party
may institute a legal proceeding in Broward County, Florida to resolve the issue.
d) The foregoing shall apply, but not be limited to, the following types of disputes:
i. Disputes about this agreement, Exhibits, the Statement of Work, including disputes as to the
formation, interpretation, performance, and breach of these documents; and
ii. Disputes regarding warranty claims, employment related claims, and indemnity claims; and
iii. All other disputes betweer the parties, regardless of subject matter.
20. Service Resolution Incentive. f=or the period commencing on the Execution Date and expiring
upon Go -Live of the Component Systems identified in Exhibit 2 - Schedule A, if Superion fails to meet the
expected delivery date of a Service, such expected delivery date being identified in the Statement of Work
- Exhibit 6 (SOW) and is subsequent to! !i
Execution Date, due solely to the fault of Superion which has
not otherwise been excused nor agreed to by Customer (the "Delay"), Customer's sole and exclusive
remedy in relation to such failure shall be the applicable one-time credits specified as follows:
For each full calendar day Superion causes a Delay, Customer shall receive a one-time credit against
Customer's Maintenance Fee invoice equal to the daily pro -rated amount based on one (1) months'
Maintenance Fees described in Exhibit 2 - Schedule A for those Component Systems affected by the Delay
for the number of days delayed up to a maximum of 180 calendar days.
In no event shall Superion be obliged to provide any refund in relation to any credit, but rather the credit
shall be applied to the next Maintenance Fee invoice due to the Customer following the Delay. Customer
must notify Superion in writing of the occurrence of any Delay triggering a credit. Any credit entitlement
that is not reported to Superion within three (3) months of its availability shall no longer be available and
the Customer will be deemed to have waived any rights in relation thereto and (for the avoidance of doubt)
Superion's failure to meet the relevant Service resolution commitment. Customer shall not be entitled to
offset any Maintenance Fee payments nor withhold Maintenance Fee payments on account of a pending
credit. Customer shall not be eligible for credits for any period where Customer is more than thirty (30)
days past due on their account.
The parties agree that (i) it would be impractical and extremely difficult to fix the actual damages to
Customer that may proximately result from the failure to meet the expected delivery date of a Service to
which the credits relate, (ii) such credits are liquidated damages and not a penalty, (iii) such credits
Page 9 of 29
SPS Maintenance 7/1/2010
constitute a reasonable remedy that is not disproportionate to the presumed damage caused by the failure
of Superion to meet the expected delivery date of a Service.
21. Change Orders: Following the Execution Date should the parties desire to make changes to the
products or services being delivered in Exhibit 2 — Schedule A, said changes shall be made pursuant to
Section 2.1.15 of the SOW.
22. Insurance Requirements. During the performance of the services under this Agreement, Superion
shall maintain the following insurance coverages, shall evidence coverage via a certificate of insurance and
such policies shall be written by an insurance company authorized to do business in Florida.
(a) Commercial General Liability insurance covering claims for personal injury and property damage, with
limits of not less than US$1,000,000 per occurrence;
(t) Automobile Liability: shall procure and maintain, for the life of the Agreement, • Automobile Liability
Insurance with limits of not less than US$1,000,000 per occurrence;
(c) V1/orkers Compensation coverage as required by the statutes of the jurisdiction in which the services are
bi':ina performed covering all Personnel employed by Superion in the performance of their duties who are
required to be covered by the statutes of the applicable jurisdiction; and
(d) Errors and Omissions insurance with a reputable insurance company, with limits of not less than
US$1,000,000,
Upon the reasonable request of Customer, Superion shall furnish Customer with a certificate of insurance as
specified in this Agreement. Maintenance of insurance as specified in this Agreement shall ir. no way be
interpreted as relieving or increasing Superion's responsibilities or liabilities under this Agreement; and
Superion may carry, at its own expense, such additional insurance as it deems necessary, including self-
insurance.
Customer shall be named as an additional insured for Commercial , gene al Liability coverage.
Consultant shall not commence work under this Agreement until all insurance required as stated herein has
been obtained and evidenced via a certificate of insurance and such insurance has been approved by
Customer.
23. Independent Contractor
This Agreement does not create an employee/employer relationship between the Parties. It is
the intent of the Parties that Superion is an independent contractor under this Agreement and not the
Customer's employee for any purposes, including but not limited to, the application of the Fair Labor
Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social
Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the
State Worker's Compensation Act, and the State Unemployment Insurance law. Superion shall retain
sole and absolute discretion in the judgment of the manner and means of carrying out Superion's
activities and responsibilities hereunder provided, further that administrative procedures applicable to
services rendered under this Agreement shall be those of Superion, which policies of Superion shall
not conflict with City, State, or United States policies, rules or regulations relating to the use of
Superior's funds provided for herein. Superion agrees that it is a separate and independent enterprise
from the Customer, that it had full opportunity to find other business, that it has made its own investment
in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement
shall not be construed as creating any joint employment relationship between Superion and the
Customer and the Customer will not be liable for any obligation incurred by Superion, including but not
limited to unpaid minimum wages and/or overtime premiums.
Page 10 of 29
SPS Maintenance 7/1/2010
24. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its
subject matter, and supersedes and extinguishes all prior oral and written communications between the
parties about its subject matter. Any purchase order or similar document which may be issued by
Customer in connection with this Agreement does not modify this Agreement. No modification of this
Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it
amends this Agreement.
Page 11 of 29
SPS Maintenance 7/112010
EXHIBIT 1
Customer: City of Tamarac, FL
Delivery Address:
10101 State Street
Tamarac, FL 33321
SOFTWARE: See Exhibit 2 - Schedule A
Software Notes:
1. Any Interfaces identified in Exhibit 2 - Schedule A are nterfaces only. Customer shall be
responsible for obtaining the applicable software, hardware and system software from the
appropriate third party vendor.
2. Source Code Escrow will be invoiced annually by Superior.
SERVICES: See Exhibit 2 - Schedule A
Services Notes:
1. Pricing is a good faith estimate based on the information available to Superion at the time of
execution of this Agreement. The total amount that Customer will pay for these services (i.e.,
the "TOTAL SERVICES FEE") 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 list price rates for the services
at issue.
2. Reimbursable expenses are additions; and will be billed monthly as Superion renders the
services.
THIRD PARTY PRODUCTS: See Exhibit 2 - Schedule A
Third Party Product Notes:
1. Actual shipping charges are additional and will be due upon delivery.
Exhibit 1 Notes:
1. Annual Subscription Fee: The initial annual subscription term for any subscription product(s)
listed above shall commence on the Execution Date of this Agreement and extend for a period
of one (1) year. Thereafter, the subscription terms shall automatically renew for successive
one (1) year terms, unless either party gives the other part written notice of non -renewal at
least sixty (60) days prior to expiration of the then -current term. The then -current fee will be
specified by Superion in an annual invoice to Customer thirty (30) days prior to the expiration
of then -current annual period.
2. APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE,
WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT
SEPARATELY TO THE CUSTOMER.
Page 12 of 29
SPS Maintenance 7/1/2010
The amounts noted above shall be payable as follows:
License Fee: 100% on the Execution Date,
Initial Annual Subscription Fee: 100% on the Execution Date.
Source Code Escrow Fee: 100% on the Execution Date
Professional Services: Billed in accordance with the Milestone Billing Schedule Exhibit 2 —Schedule B
Third Party Products Software Fee: 100% on the Execution Date
Third Party Products Initial Annual Maintenance: The initial annual maintenance fee is included it the
License fee. 'The Annual Maintenance Fee amount shown in Exhibit 2 - Schedule A is for the second
year of Third Party Product annual maintenance and is due prior to commencement of the second
annual term. Annual Maintenance Fees for subsequent terms are subject to change and wH be
invoiced by and paid directly to Superion.
EQUIPMENT: Host(s) or client server configuration(s) and/or combinations of host(s) and client
server configuration(s) within the United States of America for which Superion supports the Software.
Customer acknowledges that certain Component Systems of the Software may require specific host or
client configurations. Customer, as soon as reasonably practicable, will provide a detailed written
description of the Equipment so that Superion can confirm that it is a configuration on which Superion
supports use of the Software.
NOTICE: To use any of the Software, Customer must also obtain, install on the Equipment and
maintain Superion-supported versions of certain software products and software/hardi;,lare peripherals.
By this notice, Superion is advising Customer that Customer should con:;ult with its Superion
Professional Services representative to obtain a written listing of such necessary software products
and software/hardware peripherals.
Page 13 of 29
SPS Maintenance 7/1/2010
Exhibit 2 - Schedule A
Component Systems and Improvements
City
Part#
Component System
License Fee
Improvement
Fees (Initiai
Contract Year)
Annual
Subscription
Fees (Initial)
ONESoludon Finaclals Suite
1
OS -Fin
ONESolution Financials
$ 156,400.00
$ 25,024.00
1
OS-HP-PY
ONESolution Human Resources/Payroll
87,700.00
$ 14,032.00
1
OS-FDN
ONESolution Foundation
8,800.00
$ 1,408.00
1
OS-FIN-CDD
ONESolution Click, Drag and Drill
4,200.00
$ 672.00
1
OS-K9-3
ONESolution Click2Gov3 Vendor Management
2,083.00
$ 665.00
1
OS-KR-3
ONESolution C11ck2Gov3 Accounts Receivable_
2,488.00
$ 795.00
TRAKIT Community Development Suite
1
TRAK-AVOLVE
_
TRAKiTAPI for ProjectDox
10,000.00
$ 2,000.00
1
TRAK-CC-ETRAK
_
eTRAK7 Credit Cana API
5,000.00
$ 1,000.00
1
TRAK-CC ETRAK
TRAKiT Credit Card Reader Interface T
7,500.00
$ 1,500.00
1
TRAKiT-CD-1F
TRAKIT Cash Drawer interface
4,000.00
$ 800.00
20
TRAK-COMMDEV-UL
TRAKiT9 Community Development Suite User License
90,000.00
$ 18,000.00
1
TRAK-EC-ETRAK
eTRAKiTeCheckAPI
5,000.00
$ 1,000.00
1
TRAK-ENFLIB
TRAKiT Enforcement Library
1,000.00
$ 200.00
1
TRAKIT-CD-IF
eTRAKiT Citizen Portal
20,000.00
$ 4,000.00
1
TRAK-GISADV
TRAKIT GIS Advanced Engine
17,500.00
$ 3,500.00
1
TRAK- ITTRAKF
iTRAKiT Suite
30,000.00
$ 6,000.00
1
TRAK-MR-IF
TRAKIT API for SelectronlVR
7,500,00
$ 1,500.00
1
TRAK-PLNLIB
TRAKiT Plan Correction Library
1,000.00
$ 200.00
1
TRAK-PMTLIB
TRAKIT Permit Form Library
2,000.00
$ 400.00
1
TRAK-GREGLIB
TRAKiT Regulatory License Libra
2,000.00
$ 400.00
5
TRAK-REGSUITEUL
TRAKiT9 Regulatory Licensing Su to User License
15,000.00
$ 3,000.00
1
TRAK-SIGNPAD
TRAKiTSigniture Pad
5,000.00
$ 1,000.00
1
TRAK-CHIC
CivicTRAK
$ 12,000.00
ONESolution Work Mana eme:it
1
OS -LAND
ONESolution Land Managemen"
11,400.00
$ 1,824.00
30
OS m.Client
ONESolution Mobile Client
37,500.00
$ 6,000.00
1
OS m.Server
ONESolution Mobile Server Framework
3,200.00
$ 512.00
1
OS m.Tasks
ONESolution Mobile Tasks
1,950.00
$ 312.00
1
OS -ASSET
ONESolution Asset Maintenance
9,700.00
$ 1,552.00
1
OS-CMMS
ONESolution CMMS: Work Orders/Task Management
20,200.00
$ 3.232.00
1
OS-CRM
ONESolution Customer Relationship Management (CRM)
12,000.00
$ 1,920.00
1
OS -FLEET
ONESution CMMS: Work Orders/Task Management w/Fleet
45,000.00
$ 720.00
Subtotal
$ 625,121.00
$ 103,168.00
$ 12,000.00
Discount
$ 544,046.00
Total after Discount
$ 81,075.On I
$ 10.11AA - 00
$ 12,000.00
Page 14 of 29
SPS Maintenance 711 /2010
Exhibit 2 - Schedule B
Third Party Products
Part #
Third Party Products
Software
Initial Annual
Maintenance
1
COGNOS-05
Co nos Bl: Cafe
$ 2,960.00
$ 600.00
1
COGNOS:DM
Cognos DM: Base Bundle
$ 29,480,00
$ 4,716,80
1
COGNOS-DM-USER5
Co nos DM: Standard User Bundle
$ 14,570.00
$ 2,740.00
1
OS-FEC-NL
JONESolution Financial Enterprise Core-Navil-ine
$ 45,508.00
$ 7,281.28
Thlyd Party Products Totals
$ 92,518.00
$ 15,338.08
SERVICES AND Milestone Billing Schedule
Payment Milestone
% of Total
Description
Deliverable
SOW Page
Numbiar
Milestone Payment Amount
Phase I Finance -Deliverables described in section
4.10 in SOW
1
10.00%
Includes Project Charter, Project Kick off &
Communicatlon Plan for all Phases
1.1, 5, 1.2
48,56,49
$24,472.33
2
7.00%
Project Work Plan/Schedule for Phase 1
2
52
$17,130.63
3
7.00%
Risk Plan and Registerand Issues Register.
Milestone consists of completion of initial
documents with identified risks and issues.
1.3, 1.4-
49,50
$17,230.63
4
6.00%
Phase 1 -Completed Configuration Workbook
7.1
62
$14,683.40
5
7.00%
Software Installed
4.1,4.E
54,56
$17,130.63
6
7.00%
Conversion Phase 1
10
70
$17,130.63
7
6.00%
End UserTralning Plan
16.1,
81
$14,683.40
8
6.00%
Core Team Process Testing
13
76
$14,683.40
9
6.00%
Core Team Training Phase 1
12
75
$14,683,40
10
6.00%
Integration and Parallel Testing Phase 1
15.2
79
$14,693.40
11
6.00%
User Verification Testing (UVT) Phase 1
15.3
80
$14,683.40
12
6.00%
Go Live CutoverPlan —Phase 1
17
84
$14,683.40
13
6.00%
Go Live Declaration Letter —Phase 1
18.1
85
$14,683.40
14
6.00%
Go Live CAFR Constructor -City using
ONESolution to produce annual CAFR
Appendix
1
117
$14,683.40
15
3.00%
Go Live Budget Book - City using ONESolutlon to
produce annual Budget
Appendix
1
117
$7,341.70
16
5.00%
Phase I Close Out
19
87
$12,236.17
100%
Phase 1 Subtotal: 1
$244,723.33
Page 15 of 29
SPS Maintenance 7/1/2010
Phase II HR/PY & Work Management -Deliverables
described in section 4.10 In SOW
17
10.00%
Project Work Plan/Schedule for Phase 2
2
52
$41,268.33
18
10.00%
Phase 2-Completed Configuration Workbook
7.1
62
$41,268.33
19
10.00%
Conversion Phase 2
10
70
$41,268.33
20
9.00%
End User Training Plan
16.1
81
$37,141.50
21
9.00%
Core Pro)ectTeam Process Testing
13
76
$37,141.50
22
10.00%
Core Team Training Phase
12
75
$41,268.33
23
9.00%
Integration and Parallel Testing Phase 2
15.2
79
$37,141.50
24
10.00%
User Verification Testing(UVT) Phase 2
15.3
80
541,268.33
25
10.00%
Go Live CutoverPian—Phase 2
17
84
$41,268.33
26
8.00%
Go Live Decloratl.)n Letter —Phase 2
18.1
85
$33,014.67
27
5.00%
Phase 2 Close Out
19
87
$20,634.17
100%
Phase 11 Subtotal:
$412,693.33
Phase III Community Developmem/TRAKiT-
Deliverables described in si-ctlon 5.13 of SOW
28
10%
ProjectTlmeline Sign -Off for Phase 3
6
110
$16,999,53
29
10%
Kick -Off Meeting Phase 3 Completed
15
111
$16,999.53
30
10%
GeoTRAK Workbook, Initial l'orms/Rerports
Scope, Project Workbook ani Final Data
Mapping Document Sign -Offs
32,33,34,
35
111,112
$16,999.53
31
10%
Initial Delivery
39
113
$16,999.53
32
10%
Pewer Users Trained
41
113
$16,999.53
33
13%
3rd Delivery
54
114
$16,999.53
34
10%
Tasting Ends Sign Off
63
115
$16,999.53
35
10%
End User Training Complete
66
115
$16,999.53
36
10%
Go Live
69
115
$16,999.53
37
10%
Phase 3 Go Live Review
71
115
$16,999,53
100%
Phase III Subtotal:
$169,995.33
10%
Project Final Milestone
Phase 1 Milestone Payments
$91,933.60
524A.723
Phase 2 Milestone Payments
$412.683
Phase 3 Milestone Payments
4169„995
Final Milestone
$91.934
Total Milestones
IS23 -
Estimated Travel (billed as Incurred)
$199,193
Report Development (billed as Incurred)
$233,280
1
Integration/ Interface (billed as incurred)
$115,200
Web Forms(billed as incurred)
$75,200
Pcard conversion (bi llas Incurred)
$8,000
Total Serviceswith Estimated Travel and Reporting
$1,550,198
Page 16 of 29
SPS Maintenance 7/1/2010
Summary of Fees
Total Sntrion License Fees
$81,075.00
Total Third Party License Fees
Total of All Licensing Fees
$173,593.00
Lm=lVjm mimm
Total Annual Subscription Fees
$1
® Ttdrd Party Products Maintenance
$15,388.08
Total Maintenance
$
Total Servic'ps (billed as incurred)
$919,336.00
Total estim4ted Travel and Living
$199,1183.00
II)HIC(I �1-1 10CUrred BPR)
$233,280M
Web Fok-ri'Development (billed as incurred BPR)
$115,200.00
(hiiledas incurred BPR)
$75,200.00
1
P-Card Conversion (billed as incurred BPR)
$8,000.00
Grand Total
(Not included in the above) Source Code Escrow
$850.00
Page 17 of 29
SPS Maintenance 711120 10
Exhibit 3
SUPERION TRAVEL EXPENSE GUIDELINES
Superion will adhere to the following guidelines when incurring travel expenses
All arrangements for travel are to be made through the Superion Corporate Travel Agent unless
other arrangements have been made with the Customer and are documented in writing.
AIR TRAVEL — Superion will use the least expensive class of service available with a minimum of
seven (7) day, maximum of thirty (30) day, advance purchase. Upon request, Superion shall provide
the travel itinerary as the receipt for reimbursement of the air fare and any fees. Fees not listed on the
itinerary will require a receipt for reimbursement.
Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by
the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips
LODGING —Reasonable lodging accommodations are reimbursable, up to $125 per night. If, depending
on the city, reasonable accommodations cannot be secured for $125 per night, Customer's prior
approval will be required. Upon request by Customer, the hotel receipt received upon departure will be
submitted for reimbursement. All food items, movies, and phone/internet charges are not reimbursable.
RENTAL CAR — Compact or Intermediate cars will be required unless there are three or more Superion
employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable
however pre -paid gas purchases will not be authorized and all rental cars are to be returned with a full
tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer.
Superion shall decline all rental car insurance offered by the car rental agency a� staff :members will be
covered under the Superion auto insurance policy. Fines for traffic violations, are rbt reimbursable
expenses.
OTHER TRANSPORTATION — Superion staff members are expected to use the most economical
means for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage
for the employee's personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon
request, receipt(s) for the taxi will be submitted to Customer. Proof of mileage may be required and
may be documented by a readily available electronic mapping service. The mileage rate will be the
then -current IRS mileage guideline rate (subject to change with any change in IRS guidelines).
OTHER BUSINESS EXPENSES — Parking at the airport is reimbursable. Tolls to and from the airport
and while traveling at the client site are reimbursable. Tipping on cab fare exceeding 15% is not
reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable for
hotel stays longer than four days while at the client site. With the exception of tips, receipts shall be
provided to Customer upon request for all of the aforementioned items.
MEALS
$52.00 per day Standard Per Diem
$10.40 — Breakfast
$13.00 — Lunch
$28.60— Dinner
Page 18 of 28
SPS Maintenance 7/1/2010
Exhibit 4
THIRD PARTY SOFTWARE SUPPLEMENT
1.1 Grant of Third Party Licenses. Where applicable, Superion grants to Customer a personal, non-
transferable, non-exclusive, limited -scope sublicense to use, in accordance with the license, use and
confidentiality restrictions and other provisions of this Agreement, the third party software set forth on Exhibit
1 ("Third Party Software Products") subject to the following additional conditions: (i) the Third Party Product
shall be used only in conjunction with any permissible use of the Component System software specifically
authorized hereunder, and (ii) the Third Party Products shall be used only in accordance with the Third Party
Products documentation.
1.2. Third Party Products. During the term of this Agreement, Superion shall use reasonable efforts to provide
Customer the benefit of all indemnities and warranties granted to Superion by the licensor(s) of the Third Party
Products, to the extent possible without additional cost to Superion, as and if permitted by Superion's
agreement with the licensor of the Third Party Products, and to the extent such warranties and indemnities
pertain to Customer's use of the Third Party Products hereunder. In the event of any defect in any Third Party
Products supplied by Superion, Superion will use commercially reasonable efforts to replace or correct the
Third Party Products without charge, unless it has been damaged or corrupted after supply by Superion
(including, but not limited to, damage caused by incorrect use, incorrect voltage or attempts to modify the
Software or Third Party Products). If such damage or corruption has occurred after supply by Superion,
Superion reserves the right to refuse to replace or correct the Third Party Products or to impose charges for
so doing. Provided that Superion complies with this provision, it shall face no further liability with respect to
any defect in any Third Party Products.
COGNOS SUPPLEMENT
1. Additional Definitions. "Cognos °Component Systems" means any of the software provided to
Superion by Cognos Corporation'("'Cognos") and identified under the name "Cognos" in Exhibit 2
— Schedule B.
2. Ownership. Cognos owns the Cognos Component Systems.
3. Restrictions on Use of Cognos Component Systems. Customer's use of the Cognos Component
System(s) is subject to the following additional terms and conditions:
(a) Customer has the right to use the Cognos Component System(s) only in Object Code form,
and only with the Superion Licensed Software.
(b) Customer acknowledges that the Cognos Component System(s) are proprietary to Cognos
and are supplied by Superion under license from Cognos. Title to the Cognos Component
System(s) shall at all times remain vested in Cognos or its designated successor. Except for the
right of use that is expressly provided to Customer under the Agreement, no right, title or interest
in or to the Cognos Component System(s) is granted to Customer;
(c) Customer agrees that Cognos shall not be liable for any damages, whether direct, indirect,
incidental, special, or consequential, arising from the Customer's use of the Cognos Component
System(s) or related materials;
Page 19 of 29
SPS Maintenance V1l2010
(d) Customer acknowledges and agrees that Cognos is a third party beneficiary of this
Agreement;
(e) Customer acknowledges and understands that the Cognos Component System(s) may
only be used by the number of users for the specific functions for which the license has been
granted, as otherwise specified in Exhibit 1; and
(f) Customer acknowledges and understands that it is licensing the Cognos Component
System(s) on a "restricted use" basis. "Restricted use" means the use of the Cognos Component
System(s) only with the Component Systems identified Exhibit 2, Schedule A and to the extent
licensed therein. Such restricted use shall include Customer's right to extract, ;analyze, and report
data from disparate systems, provided that such data is extracted, analyzed and reported by the
software applications system(s) set forth in Exhibit 2, Schedule A.
(g) Customer shall be provided with the limited, thirty (30) day warranty from Cognos as set
forth below. Cognos warrants to Customer that (a) for a period of thirty (30) days following the
initial delivery/download/access of the Cognos Component System(s) to or by Customer, the
Cognos Component System(s) will perform in accordance with its related documentation, and (b)
the media on which the Cognos Component System(s) is provided, if applicable, i free from
defects in materials and workmanship under normal use. Subject to applicable law, all other
warranties, express or implied, or otherwise, are excluded. Customer's only remedy against
Cognos if this warranty is breached will be, at the option of Cognos, (a) to repair or replace the
Cognos Component System(s) or (b) to refund the amounts paid in respect of the defective Cognos
Component System(s). This remedy is void if Customer misuses the Cognos Component
System(s) contrary to its related documentation.
Page 20 of 29
SPS Maintenance 7/112010
Exhibit 5
PREFERRED BENEFICIARY
ACCEPTANCE FORM
Depositor, Preferred Beneficiary and Iron Mountain Intellectual Property Management,
Inc. ("IMIPM"), hereby acknowledge that City of Tamarac, FL is the Preferred
Beneficiary referred to in the Master Preferred Escrow Agreement effective June 16,
2015 with IMIPM as the escrow agent and Superion, LLC as successors to SunGard
Public Sector LLC as the Depositor. Preferred Beneficiary hereby agrees to be bound by
all provisions of such Agreement.
Depositor hereby enrolls Preferred Beneficiary to the following account(s):
Account Name Deposit Account Number
Qn$olution and TRAKiT
Notices and communications to Preferred
Beneficiary should be addressed to:
Attn: Levent Sucuggl—u
Telephone:954-597-3900
E-mail: Levent.Sijcuojzlu@tamarac.org
City of Tamarac, FL
Title- JJ*V IAAA-1iu
:��
Date:
IMIPM
By:._._
Name:
Title:
Date:
Invoices should be addressed to:
Initial and Subsequent Annual Invoices:
Superiors, LLC
Accounting Department
1000 Business Center Drive
Lake Mary, FL 32746
Contact: Lisa Neumann, Controller
SIMerion. LLC
Name: Lisa Neumann
Title: Controller
Page 21 of 29
June 22, 2017
Exhibit 6
PROJECT STATEMENT OF WORK
Statement of Work is inserted immediately following this Cover Page. (131 Pages)
Page 22 of 29
SPS Maintenance711/2010
SOFTWARE MAINTENANCE SUPPLEMENT
Customer desires that Superion provide Maintenance and Enhancements for and new releases of the
Baseline Software identified in Appendix 1 on the terms and conditions contained in this Software
Maintenance Supplement (the Maintenance Supplement), and for the Custom Modifications identified in
Appendix 1 on the terms and conditions of this Maintenance Supplement. Accordingly, the parties agree
as follows:
Additional Definitions.
"Initial Contract Year" means, with
respect to each Base+ine Component System
and Custom Modification, each one (1) year
period beginning on ;:he Execution Date and
ending twelve (12) months from the expiration
of the Current Legacy Period.
"Contract Year" means, with respect to
each Baseline Component System and
Custom Modification, each one (1) year period
beginning on the expiration of the Initial
Contract Year (the "Second Contract Year")
and ending one (1) year thereafter, or the
anniversary thereof.
"Current Legacy Period' means that
period expiring September 30, 2017 according
to fne separate written agreement between
Cut;tomei and Superion under which Superion
is providiig Customer with maintenance and
support services for Superior's Naviline brand
software system.
"Custom Modification" means a
change that Superion has made at Customer's
request to any Component System in
accordance with a Superion-generated
specification, but without any other changes
whatsoever by any person or entity. Each
Custom Modification for which Superion will
provide Customer with Improvements is
identified in Appendix 1.
"Defect" has the meaning ascribed to
that term in the License and Services
Agreement to which this Maintenance
Supplement is a part of, and further, with
regard to each Custom Modification, means a
material deviation between the Custom
Modification and the Superion-generated
specification and documentation for such
Custom Modification, and for which Defect
Customer has given Superion enough
information to enable Superion to replicate the
SPS Maintenance 7/1/2010
deviation on a computer configuration that is both
comparable to the Equipment and that is under
Superion's control.
"Enhancements" means general release (as
opposed to custom) changes to a Baseline Component
System or Custom Modification which increase the
functionality of the Baseline Component System or
Custom Modification in question.
"Improvements" means, collectively,
Maintenance, Enhancements and New Releases
provided under this Maintenance Supplement.
"Maintenance" means using reasonable efforts
to provide Customer with avoidance procedures for or
corrections of Defects. The hours during which
Maintenance will be provided for each Component
System, the targeted response times for certain defined
categories of Maintenance calls for each Component
System and Custom Modification, and other details and
procedures (collectively, the "Malnteriance Standards")
relating to the provision of Maintenance for each
Component System and Custom Modification are
described in attached Appendix 2.
"New Releases" means new editions of a
Baseline Component System or Custom Modification,
as applicable.
"Notification" means a communication to
Superion's help desk by means of: (i) Superion's web
helpline; (ii) the placement of a telephone call; or (iii)
the sending of an e-mail, in each case, in accordance
with Superion's then -current policies and procedures
for submitting such communications.
2. Services.
a) Typc,s of Services. During the term of this
Maintenance Supplement, Superion will provide
Customer with Maintenance for, Enhancements of, and
New Releases of each Baseline Component System
and each Custom Modification identified in Appendix 1.
b) Limitations. All Improvements will be part of
the applicable Baseline Component System/Custom
Modification, and will be subject to all of the terms and
Page 23 of 29
conditions of the License and Services
Agreement Supplement to which this
Maintenance Supplement is a part of, and this
Maintenance Supplement. Superion's
obligation to provide Customer with
Improvements for Baseline Component
Systems owned by parties other than Superion
is limited to providing Customer with the
Improvements that the applicable third party
owner provides to Superion for that Baseline
Component System. Customer must provide
Superion with such facilities, equipment and
support as are reasonably necessary for
Superion to perform its obligations under this
Maintenance Supplement, including remote
access to the Equipment.
Payment and Taxes.
a) Maintenance Fees. For the
improvements, Customer will pay Superion the
amount provided for in Appendix 1 as the
"Payment Amount" for the Initial Contract Year.
For each Contract Year subsequent to the
Initial Contract Year, Superion reserves the
right to increase the improvements fees. Fees
for Improvements for a Baseline Component
System/Custom Modification are due on', the
first day of the first month of the Contract Year
for that Baseline Component System/Custom
Modification.
b) Additional Costs. Customer will; also
reimburse Superion for actual travel and living
expenses that Superion incurs in providing
Customer with Improvements under this
Agreement, with reimbursement to be on an
as -incurred basis. Such travel and living
expenses will be governed by governed by the
Superion Travel Expense Guidelines attached
hereto as Exhibit 3 and will be invoiced on a
monthly basis in arrears and due within thirty
(30) days from the date of invoice. Customer
will also reimburse Superion for all charges
incurred in connection with accessing
Equipment.
c) Taxes. Customer is responsible for
paying all taxes (except for taxes based on
Superion's net income or capital stock) relating
to this Maintenance Supplement, the
Improvements, any services provided or
payments made under this Maintenance
Supplement. Applicable tax amounts (if any)
are NOT included in the fees set forth in this
Maintenance Supplement. If Customer is
SPS Maintenance 7/1/2010
exempt from the payment of any such taxes, Customer
must provide Superion with a valid tax exemption
certificate; otherwise, absent proof of Customer's direct
payment of such tax amounts to the applicable taxing
authority, Superion will invoice Customer for and
Customer will pay to Superion all such tax amounts.
d) Late Charges. Customer will pay each
Superion invoice by no later than thirty (30) days after
receipt. Late payments are subject to a late charge
equal to the lesser of: (i) the prime lending rate
established from time to time by Citizens Bank,
Philadelphia, Pennsylvania plus three percent (3%); or
(ii) the highest rate permitted by applicable law.
,4. 'i. Term. This Maintenance Supplement will
remain in full force and effect throughout the initial
;Contract Year. After the initial Contract Year, this
Maintenance Supplement will renew for an additional
Contract Year unless, at least six (6) months prior to
the expiration of the initial Contract Year, Customer
notifies Superion in writing of Customer's intent not to
renew the Maintenance Supplement for the second
Contract Year. After the second Contract Year, this
Maintenance Supplement will automatically be
extended for consecutive Contract Years on a year-to-
year basis unless either party notifies the other in
writing of its intent not to extend this Maintenance
Supplement for any particular Baseline Component
System/Custom Modification at least six (6) months
prior to the expiration of the then -current Contract Year.
Upon termination of the Maintenance
Supplement with respect to a Component System
provided under the Agreement, notwithstanding
anything contrary in the Agreement, Customer may
continue using the Component System for the reminder
of the term of the Agreement; however, (i) Superion will
discontinue providing all on -going
Maintenance services and Improvements, including
Superion's obligations under this Maintenance
Supplement, (ii) any Superion warranties under the
Agreement and this Maintenance Supplement with
respect to the Component System for which
Maintenance services are terminated shall cease to
apply for the period following termination, and (iii)
Superion shall have no liability with respect to
Customer's use of the Component System for which
Maintenance services are terminated after termination
of the Maintenance Supplement Term.
5. Disclaimer of Warranties. Customer agrees
and understands that SUPERION MAKES NO
WARRANTIES WHATSOEVER, EXPRESSED OR
IMPLIED, WITH REGARD TO ANY IMPROVEMENTS
AND/OR ANY OTHER MATTER RELATING TO THIS
Page 24 of 29
MAINTENANCE SUPPLEMENT, AND THAT
SUPERION EXPLICITLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR
PURPOSE. FURTHER, SUPERION
EXPRESSLY DOES NOT WARRANT THAT
A COMPONENT SYSTEM, ANY CUSTOM
MODIFICATION OR ANY IMPROVEMENTS
WILL BE USABLE BY CUSTOMER IF THE
COMPONENT SYSTEM OR CUSTOM
MODIFICATION HAS BEEN MODIFIED BY
ANYONE OTHER THAN SUPERION, OR
WILL BE ERROR FREE, WILL OPERATE
WITHOUT INTERRUPTION OR WILL BE
COMPATIBLE WITH ANY HARDWARE OR
SOFTWARE OTHER THAN THE
EQUIPMENT.
6. Termination. A party has the right to
terminate this Maintenance Supplement if the
other party breaches a material provision of
this Maintenance Supplement. Either party
has the right to terminate this Maintenance
Supplement at any time while an event or
condition giving rise to the right of termination
exists. To terminate this Maintenance
Supplement, the party seeking termination
must give the other party notice that describes
the event or condition of termination in
reasonable detail. From the date of its receipt
of that notice, the other party will have thirty
(30) days to cure the breach to the reasonable
satisfaction of the party desiring termination. If
the event or condition giving rise to the right of
termination is not cured within that period, then
the party seeking to terminate this
Maintenance Supplement can effect such
termination by providing the other party with a
termination notice that specifies the effective
SPS Maintenance 7/1/2010
date of such termination. Termination of this
Maintenance Supplement will be without prejudice to
the terminating party's other rights and remedies
pursuant to this Maintenance Supplement.
LIMITATIONS OF LIABILITY.
a) LIMITED LIABILITY OF SUPERION.
SUPERION'S LIABILITY IN CONNECTION WITH
THE IMPROVEMENTS OR ANY OTHER MATTER
RELATING TO THIS MAINTENANCE SUPPLEMENT
WILL NOT EXCEED THE FEES THAT CUSTOMER
ACTUALLY PAID TO SUPERION FOR THE
IMPROVEMENTS FOR THE YEAR THAT SUCH.
LIABILITY ARISES.
b) EXCLUSION OF DAMAGES. REGARDLESS
OF WHETHER ANY REMEDY SET FORTH HEREIN.
FAILS OF ITS ESSENTIAL PURPOSE OR,
OTHERWISE, IN NO EVENT WILL SUPERION - BE
LIABLE TO .CUSTOMER FOR ANY SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
WHETHER BASED ON BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY, OR OTHERWISE, AND WHETHER OR
NOT SUPERION HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. .
c) BASIS OF THE BARGAIN. CUSTOMER
ACKNOWLEDGES THAT SUPERION HAS SET ITS
FEES AND ENTERED INTO THIS MAINTENANCE
SUPPLEMENT IN RELIANCE UPON THE
LIMITATIONS OF LIABILITY AND THE
DISCLAIMERS OF WARRANTIES AND DAMAGES
SET FORTH IN THIS MAINTENANCE
SUPPLEMENT, AND THAT THE SAME FORM AN
ESSENTIAL BASIS OF THE BARGAIN BETWEEN
THE PARTIES.
Page 25 of 29
Appendix 1
TO THE SOFTWARE MAINTENANCE SUPPLEMENT
CUSTOMER: City of Tamarac, FL
INITIAL CONTRACT YEAR: The initial Contract Year begins on the Execution Date and ends
twelve (12) months from the expiration of the Current Legacy Period. Each subsequent Contract Year
begins on the anniversary of the expiration of the Initial Contract Year.
The initial maintenance fee amount indicated for the Software below represents the Improvements fee
for the Initial Contract Year.
SOFTWARE: See Exhibit 2 - Schedule A
Improvements fees for the Initial Contract Year are due thirty (30) days prior to the expiration of the
Current Legacy Period. Improvements fees for any Contract Year subsequent to the Initial Contract
Year are subject to change and will be specified by SupeNoryin an annual invoice.
APPLICABLE TAXES ARE NOT INCLUDED IN THIS APPENDIX 1, AND, IF APPLICABLE, WILL
BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE
CUSTOMER.
Improvements Surcharge Imposed In Certain Instances: At the commencement of any Contract Year
where Customer is operating on a version of a Baseline Component System that is more than two (2)
general release versions behind the then -current release for any Component System, Superion will
assess a ten percent (10%) surcharge over and above the Improvements fee for that Contract Year,
with such surcharge to be imposed on e prorated basis for the portion of the Contract Year that
Customer remains on a general release version that is more than two (2) releases behind the then -
current release of the Component Systems in question. Once Customer is using a release that is no
more than two (2) general release versions behind the then -current release, the Improvements
surcharge will be removed on a prospective basis, as of the date that Customer is using the release
that is no more than two (2) general release versions behind the then -current release.
NOTE:
Customer and Superion are parties to a separate written agreement ("Legacy Agreement") under which
Superion is providing Customer with maintenance and support services for Superion's Naviline brand
software system ("Legacy Software"). Superion will continue to provide Customer with maintenance
and support services for the Legacy Software in accordance with the terms of and for the fees specified
in the Legacy Agreement through the expiration of the one year period that is in effect as of the
Execution Date ("Current Legacy Period"). The day of expiration of the Current Legacy Period will be
September 30, 2017. Customer's maintenance subscription for the Legacy Software will not renew
under the Legacy Agreement for any period after the expiration of the Current Legacy Period.
If, during the time in question, Customer is paying for and receiving Improvements for the Baseline
Component Systems identified above under this Agreement, then, at the expiration of the Current
Legacy Period, Superion will also provide Customer with Defect corrections and avoidance procedures
(but not with New Releases of and Enhancements) for the Legacy Software pursuant to this Agreement,
at no additional fee, until the earlier of: (a) three (3) years following the expiration of the Current Legacy
Period; or (b) the date that Customer begins using all of the Component Systems identified above in a
production mode.
Page 26 of 29
SPS License 9/13/2011
The pricing provided for above is conditioned upon Customer paying for maintenance and support for
the Legacy Software through September 30, 2017. For the period from the Execution Date through
September 30, 2017, Superion will provide Customer with Improvements for the Baseline Component
Systems and Baseline Customizations identified above in consideration of Customer's payment of the
maintenance and support fees for the Legacy Software through the expiration of the Current Legacy
Period.
The Legacy Software is defined as follows:
Product
Qty. Product Code
BP Electronic Plan Review Interface
1
EZ
Click2Gov-Building Permits
1
K3
Click2Gov-Busines Licenses
1
K6
Click2Gov-Core Module
1
K1
Click2Gov-Customer Information System
1
K2
Click2Gov-Purchasing/Inventory
1
K9
HGE Client Licenses
15
GU
Human Resources
1
HR
NA%Applicant Tracking
1
AT
NA%Asset Management 11
1
A2
NA%Automated Fuel System Interface
1
AF
NAVI-Building Permits
1
BP
NA%Cash Receipts
1
CR
NAVI-Code Enforcement
1
CE
NAVI-DMS-Document Management Services
1
DX
'JA%Fleet Management
1
FM
NA%GMBA w/Extended Reporting
1
GM
NA%Land Management
1
LX
NAVI-Occupational Licenses
1
OL
NAVI-Payroll/Personnel
1
PR
NAVE-Planning/Engineering
1
PZ
NA%PURCHASING INVENTORY
1
PI
NAVI-WorkOrders/Fac Mgmt.
1
WF
QRep Catalogs for GMJ,MRJ,CRJ,PIJ,PRJ,FMJ,ATJ,LXJ,BPJ,OLJ,CEJ,PZJ,CXJ,WFJ,CPJ
15
CJ
QRep Catalogs for HR
1
CJ
Rec Trac Interface to Cash Receipts
1
VI
Rec Trac Interface to GMBA
1
VG
Retrofit Modification Option
23
MOD
Selectron-CIS Voice Response Interface
1
V2
Selectron-Credit Card Payment Interface - CIS
1
CY
Selectron-Delinquency Call Out Listing Interface
1
DL
SunGard Transaction Manager
1
KT
Time Keeping Interface - Executime
1
TC
Page 27 of 29
SPS License 9/13/2011
Remaining applications for continued support under the Legacy Agreement:
Product Qty. Product Code
Electronic Plan Review 1 EP
NAM -Customer Information Systems 1 CX
NAM -Accounts Receivable 1 MR
NAM -Loans Module 1 LN
NAM -Procurement Card 1 PC
Notwithstanding anything to the contrary, Customer shall continue to be responsible for
payment of charges associated with the third party products below until recelpt of effective
written notice of termination for the su0se4uent term.
Product
Q,Product
code
QRep End User
5
CG
OnePoint Point of Sale
1
KM
QRep Administrator
1
CG
QRep Administrator
1
CG
BP Interactive Voice Response 1 BV
BEA WebLogic Express - Basic 1 BW
Edition - LF
Page 28 of 29
SPS License 9/13/2011
Appendix 2
TO THE SOFTWARE MAINTENANCE SUPPLEMENT
Maintenance Standards
Hours During Which Superion's Telephone Support Will be Available to Customer in
Connection with the Provision of Maintenance: Unless otherwise noted in Exhibit 1, support hours are
Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's Local Time within the continental United States,
excluding holidays (50).
II. Targeted Response Times. With respect to Superior's Maintenance obligations, Superion will use
diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the
Baseline Component Systems/Custom Modifications identified in Appendix 1 of this Agreement in
accordance with the following guidelines with the time period to be measured beginning with the first
applicable Superion "Telephone Support' hour occurring after Superion's receipt of the Notification:
Priority
Description
Response Goal*
Resolution Goal*
Urgent
A support issue shall be considered Urgent when it
Superion hai a: stated
Although resolution
I
produces a Total System Failure; meaning Superion's
goal to respond within
times vary depending on
Component Systems are not performing a process that
60 minutes of the issue
the exact issue and
has caused a complete work stoppage.
being reported and have
customer environment,
a resolution plan within
Superien has a stated
24 hours.
goal to resolve an urgent
issue within 24 hours
OR provide a resolution
plan with urgent issues
within 24 hours of the
issue being reported.
Critica`
A support issue shall be considered Critical when a
Superion has a stated
2
critical failure in operations occurs; meaning Superion's
goFkl to respond within
Component Systems are not performing a critical
two hours of the issue
th resolution plan details
process and prevents the continuation of basic
being reported.
the steps necessary to
operations. Critical problems do not have a workaround.
understand and possibly
This classification does not apply to intermittent
resolve the issue.
problems.
Non-
A support issue shall be considered Non -Critical when
Superion has a stated
Critical
a non -critical failure in operations occurs; meaning
goal to respond within
3
Superion's Component Systems are not performing non-
four hours of the issue
critical processes, but the system is still usable for its
being reported.
intended purpose or there is a workaround.
Minor
A support issue will be considered Minor when the issue
Superion has a stated
4
causes minor disruptions in the way tasks are performed,
goal to respond within
but does not affect workflow or operations. This may
24 hours of the issue
include cosmetic issues, general questions, and how to
being reported.
use certain features of the system.
-`-Measured from the momenta Case number is created. As used herein a Case number is creareu wnen a) ouNarwrI S
support representative has been directly contacted by Customer either by phone, email, in person, or through Superion's
online support portal, and b) when Superion's support representative assigns a case number and conveys that case number
to the Customer.
Customer must provide remote access to its facility using a Superion approved remote access client so that Superion can
perform the support obligations and/or services under this Agreement, and will provide appropriate security access and
accounts for Superion staff and each session participant.
Page 29 of 29
sPS License 9/13/2011