HomeMy WebLinkAboutCity of Tamarac Resolution R-2020-121Temp. Reso. 13532
December 9, 2020
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2020-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, APPROVING AND
AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO
EXECUTE THE AMENDMENT 2 TO THE SOFTWARE
LICENSE AND SERVICES AGREEMENT WITH CENTRAL
SQUARE TECHNOLOGIES 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 Central Square Technologies (formerly Superion), for the
implementation of their ONESolution enterprise application software suite; and
WHEREAS, on September 10, 2018, the City Commission approved Amendment
1 to the Software License and Services Agreement to make minor corrections reflecting
the intended correct language; and
WHEREAS, the project is currently underway and planned for completion by April
2021; and
WHEREAS, Central Square Technologies has transitioned all new customer
software installations to now utilize Lucity Enterprise Asset Management software in lieu
of ONESolution Work Management software; and
Temp. Reso. 13532
December 9, 2020
Page 2 of 4
WHEREAS, the proposed changes have no financial impact and are outlined in
the Staff Report and in the proposed Amendment 2 attached hereto as Exhibit 3; 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 2 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 THAT:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this Resolution
upon adoption hereof. All exhibits attached hereto are incorporated herein and made a
specific part hereof.
SECTION 2: Amendment 2 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 2.
Temp. Reso. 13532
December 9, 2020
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SECTION 3: 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.
SECTION 5: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of �F� C64L. , 2020.
CITY OF TAMARAC, FLORIDA
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ATTEST:
JEN I R JOH SON
CITY CLERK
Temp. Reso. 13532
December 9, 2020
Page 4 of 4
RECORD OF COMMISSION VOTE:
MAYOR GOMEZ
DIST 1: V/M BOLTON
DIST 2: COMM. GELIN
DIST 3: COMM. VILLALOBOS H"E79
DIST 4: COMM. PLACKO kte:5
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM:
, yallz- )_h,� /
SAMUEL S. GOREN
CITY ATTORNEY
DocuSign Envelope ID: 83D9CB7E-FE59-4CA1-998A-B286DFODDD6E
AMENDMENT #2 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT
City of Tamarac, FL
("Customer")
and
Superion, LLC
("Superion")
This Amendment (the "Amendment") is to that certain Software License and Services by and between the
Customer and Superion having a date of June 27, 2017 (the "Agreement") and shall be effective as of the
date of the last signature affixed hereto ("Effective Date"), except as modified herein, all other terms and
Conditions of the Agreement shall remain in full force and effect. For convenience, Superion and the
Customer are each a Party and are sometimes collectively referred to as "Parties."
Customer and Superion, intending to be legally bound, agree as follows:
Amendment to and Modification of the Agreement.
The Agreement is amended and modified as follows:
(a) Customer's active Licenses for its currently installed OneSolution Work Management
application shall be terminated as of the Effective Date of this Amendment.
(b) Subject to and conditioned on Customer and their Authorized Users' compliance with the terms
and conditions of the Agreement as Amended herein, CentralSquare hereby grants Customer
a non-exclusive, non -transferable right to access and use the Lucity Asset Management
software (hereinafter "Solution"), solely by Authorized Users. Such use is limited to Customer's
internal use. See Table below for list of assets being substituted:
Current ONESolution Assets
Component System
Product/Part #
OS Land Mngt
OS -LAND
oS Mobile Client
OS M.Client
OS Mobile Server Framework
OS M.Server
OS Mobile Task
10S M.Tasks
OS Asset Maintenance
OS -ASSET
OS CSSM: Work Orders/Task Mngt
OS-CMMS
OS Customer Relationship Mngt (CRM)
OS-CRM
OS CMMS: Work Orders/Task Mngt w/Fleet
OS -FLEET
Enterprise Asset Managmeent Assets (Lucity)
Component System
Product/Part #
Enterprise Asset Management Bundle - SaaS Subscription
PA-EA-AM-EABDLS-SB
Asset Management- GIS Desktop Subscription Option SaaS
PA-EA-AO-GISDSKTPSUBCL-SB
Asset Management- Work Subscription Option SaaS
PA-EA-WM-WORKSUBCLP-SB
Asset Management- Asset Subscription Option SaaS
PA-EA-AM-ASSETSSUBCL-SB
Asset Management - GIS Web Subscription Option SaaS
PA-EA-AO-GISWEBSUBCL-SB
Asset Management- Mobile Subscription Option SaaS
PA-EA-M B-M OB ILES U BCL-SB
Asset Management - Rest APIs Option Subscription SaaS
PA-EA-IN-RAPISSUBCL-SB
Asset Management - Citizen Portal Subscription Option SaaS
PA-EA-IN-CITPRTLSUBCL-SB
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(c) Superion shall provide frontline support and maintenance for the Lucity Asset Management as
set forth in Exhibit 1 attached hereto.
(d) The Annual Subscription Fee for the Customer's use of the Lucity Asset Management shall be
$17,719.38 for the first year. Subsequent year's Annual Subscription Fees shall be subject to
an annual increase not to exceed 5% per annum.
(e) The Professional Service fees and deliverables for the implementation of the Lucity Asset
Management shall be billed pursuant to the milestone payment terms of the previous
Agreement. Superion hereby represents that there shall be no additional Professional Service
Fees than previously agreed to in the prior Agreement.
(f) The term of this Amendment shall run concurrently with the term of the original Agreement.
Any Termination of the Agreement shall be considered a termination of this Amendment. Upon
termination, CentralSquare shall provide the City with a full copy of all Customer Data stored
within their hosted/cloud-based Lucity Asset Management software in a machine readable
format compatible with the information technology systems of the Customer.
Integration Provision.
Except as expressly modified by this Amendment, the Agreement shall remain in full force and
effect. As of the Effective 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.
Superion, LLC
EDocu9lgned by:
2FceeFI>197049 D
PRINT NAME: ani 1 o Gargiulo
PRINTTITLE: svP, Product management
DATE SIGNED:
12/3/2020
City of Tamarac, Florida
PRINT NAME: /v`� Cu-c
PRINT TITLE: e-z"\
DATE SIGNED:
{00409855.12704-0501610)
DocuSign Envelope ID: 83D9CB7E-FE59-4CA1-998A-B286DFODDD6E
EXHIBIT 1
Support Standards
1. CentralSquare Cloud Security Program
1.1. Access & Continuity. Logical access restrictions include VLAN data segregation, extensive deny -by -
default access control lists, and Multi -Factor authentication required for System Administration.
Business continuity is prioritized via daily encrypted backup stored offsite, virtual tape backup
technology to counter loss of physical media, and full replication to disaster recovery site, with
redundancy an availability through multiple carriers.
1.2. Security & Monitoring. SSL and IPSEC VPN with 256 bit encryption, web application firewalls, multi -
layered infrastructure model with recorded internal and external CCTV, card access control, best of
breed HVAC/fire suppression/physical security, and backed by 24-7 x 365 monitoring by a staffed
operations facility for: Intrusion detection & prevention, DDOS mitigation, and automated network
incident creation and escalation.
1.3. Testing, Audits & Compliance. third -party internal, external, perimeter vulnerability and penetration
testing. Centrally managed patching, OS hardening program, and endpoint protection on all servers.
Industry standard compliance includes annual completion of: SSAE18/ISAE Data Center Audit,
SSAE18 Operations Audit, PC[-DSS Compliance Audit, Vulnerability Testing & CVSS Audit, and
Control Self -Assessment Audit.
2. Service Level Commitments
2.1. Target. In each Service Period, the target for availability of the Solutions is 99.9% ("Availability Target").
"Service Period" means 24 hours per day Monday through Sunday each calendar month that
Customer receives the Solutions, excluding Sundays between 12:00 AM and 12:00 PM Eastern Time
for scheduled maintenance. During this time, Customers may experience intermittent interruptions.
CentralSquare will make commercially reasonable efforts to minimize the frequency and duration of
these interruptions and CentralSquare will notify the Customer if the entire maintenance window will
be required.
2.2. Support Terms. Beginning on the Execution Date and continuing for twelve (12) months thereafter
("Initial Support Term"), CentralSquare shall provide the ongoing Support Services described herein
for the corresponding Fees outlined in Exhibit 1. Upon expiration of the Initial Support Term, ongoing
Support Services shall automatically renew, with customer paying for additional annual support
periods, each a ("Renewal Support Term"). This renewal will continue until termination of this
Agreement provided that, CentralSquare shall not give notice of termination if it would be effective
prior to a period equal to two times the Agreement's Initial Term.
2.3. Measurement. Service availability is measured as the total time that the Solutions are available during
each Service Period for access by Customer ("Service Availability"). Service Availability
measurement shall be applied to the production environment, and the points of measurement for all
monitoring shall be the servers and the Internet connections at CentralSquare 's hosted environment.
CentralSquare has technology monitoring, measuring, and recording Service Availability. The
Customer, at their discretion, may also employ monitoring tools, not to override CentralSquare 's
measurements for the purposes of calculating Service Availability. Additionally, the use must be:
2.3.1.1. mutually agreed upon by CentralSquare and the Customer.
2.3.1.2. paid, installed and maintained by the Customer.
2.3.1.3. non-invasive and may not reside on CentralSquare's systems.
2.4. Calculation. Service Availability for a given month shall be calculated using the following calculation:
2.4.1. The total number of minutes which the service was NOT available in a given month shall be
subtracted from the total number of minutes available in the given month. The resulting figure is
divided by the total number of minutes available in the given month.
2.4.2. Service Availability Targets are subject to change due to the variance of the number of days in
a month.
2.4.3. The total number of minutes which the service was NOT available in a given month shall exclude
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minutes associated with scheduled or emergency maintenance.
2.5. Remedy. If the Service Period target measurement is not met then the Customer shall be entitled to a
credit calculated as follows:
Service Availability in the relevant
Service Period
Percentage Reduction in Monthly Fee for
the Subsequent Service Period
Less than 99.9% but greater than or equal to 99.0%
5%
Less than 99.0% but greater than or equal to 95.0%
10%
Less than 95%
20%
2.6. If not directly reported by CentralSquare , Credit entitlement must be requested by the Customer within
sixty (60) days of the failed Target. Customer shall not be entitled to offset any monthly Solutions fee
payments, nor withhold 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.
CentralSquare will provide reporting, showing performance and service levels.
3. Server Performance & Capacity.
3.1. CentralSquare shall provide one (1) production and one (1) test environment and sufficient server
capacity for the duration of this hosting Agreement to meet the reasonable performance requirements
for the number of concurrent system users provided for in this Agreement. If the Customer requests, at
some later date, to add additional Solutions, increase user licenses, increase storage or processing
requirements, and/or request additional environments, these requests will be evaluated and if additional
resources are required to support modifications, additional fees may apply.
3.2. "In -network" is defined as any point between which the data packet enters the CentralSquare
environment and subsequently departs the CentralSquare environment. Any point of communications
outside of the CentralSquare protected network environment shall be deemed as "out -of -network."
CentralSquare is not responsible for Internet connectivity and/or performance out -of -network.
4. System Maintenance.
4.1. Solutions maintenance and upgrades. CentralSquare will provide all hosted systems and network
maintenance as deemed appropriate and necessary by CentralSquare. Maintenance and upgrades will
be scheduled in advance with the Customer's primary contact if they fall outside of the designated hours
set aside for this function of Sundays from 12:OOAM to 12:00 PM.
4.2. Hardware maintenance and upgrades. Hardware maintenance and upgrades will be performed outside
of the Customer's standard business hours of operation and the Customer will be notified prior to the
upgrade.
4.3. Emergency maintenance. Emergency situations will be handled on a case -by -case basis in such a
manner as to cause the least possible disruption to overall system operations and availability without
negatively affecting system stability and integrity. CentralSquare will attempt to notify the Customer
promptly, however if no contact can be made, CentralSquare management may deem it necessary to
move forward with the emergency maintenance.
5. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from
urgent to low depending on the impact to the Customer. CentralSquare will make commercially reasonable
efforts to respond to Solutions incidents for live production systems using the following uidelines:
Priority
Level
Impact
Description
Performance Target
Minimum
Performance
Goal %
1
Urgent
An Incident that results in loss of Customer
CentralSquare will
95%
connectivity to all of the Solutions or results
respond within 1 hour
in loss, corruption or damage to
of the issue being
Customer's Data.
reported.
2
Critical
An Incident that has an adverse material
CentralSquare will
95%
impact on the performance of the Solutions
respond within 2 hour
or materially restricts Customer's day -to-
of the issue being
day operations.
reported.
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3
Non -Critical
An Incident that does not result in a failure
CentralSquare will
95%
of the Solutions but a fault exists that
respond within 4 hour
restricts the Customer's use of the
of the issue being
Solutions.
reported.
4
Minor
An Incident that does not affect or which
CentralSquare will
95%
has minimal adverse impact on the use of
respond within 24
the Solutions.
hours of the issue
being reported.
5.1. Measurement. CentralSquare shall track and report on response and resolution time for application and
hosting support issues identified by the Customer.
6. Disaster Recovery. CentralSquare provides disaster recovery services for Solutions. The costs for these
disaster recovery services are included in the monthly fees. In the event that a disaster renders the
Customer's data center is inaccessible or rendered non-functional, CentralSquare will provide the ability to
connect to the appropriate data center using software provided by CentralSquare . This will allow the
Customer to connect to their systems from a remote site to the previously identified critical functions, however
functionality may be diminished due to lack of access to hardware and/or software located in the Customer's
facilities.
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance
obligations under this Agreement if the failure is caused by adverse impact due to:
7.1. defectiveness of the Customer's environment, Customer's systems, or due to Customer corrupt,
incomplete, or inaccurate data reported to the Solutions, or documented Defect.
7.2. denial of reasonable access to Customer's system or premises preventing CentralSquare from
addressing the issue.
7.3. material changes made to the usage of the Solutions by Customer where CentralSquare has not agreed
to such changes in advance and in writing or the modification or alteration, in any way, by Customer or
its subcontractors, of communications links necessary to the proper performance of the Solutions.
7.4. a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents.
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority.
For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is
resolved.
9. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For
new requests that require additional time, CentralSquare will prioritize these requests, and determine if extra
time is needed to order equipment or software.
10. Non -Production Environments. CentralSquare will make commercially reasonable efforts to provide non -
production environment(s) during Customer business hours. Non -production environments are not included
under the metrics or service credit schedules discussed in this Exhibit.
10.1.Maintenance. All forms of maintenance to be performed on non -production environments will follow the
exact structure and schedules outlined above in Section 3 for regular System Maintenance.
10.2.Incidents and service requests. Non -production environment incidents are considered priority 3 or 4,
dictated by circumstances and will be prioritized and scheduled similar to production service requests.
11. Responsibility Summary Matrix.
Responsibility Summary Matrix
Description
CentralSquare
Responsibility
Customer
Responsibility
ASP Server Hardware management
X
ASP Server Files stem management
X
ASP Server OS upgrades and maintenance
X
ASP Database product upgrades and maintenance
X
ASP third -party roduct upgrades and maintenance
X
Application Update Installation
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Request to install application updates
X
Installation of application updates
X
ASP Backup Management
X
Data and or File restoration
Request to restore data and or files
X
Restoration of data and or files
X
Network
ASP Network up to and including the router at CentralSquare
's location
X
ASP Router at Customer's location
X
Customer's network up to the router at Customer's location
X
Customer Workstations
X
System Performance
X
X
Add/Change users
User add/change requests
X
User add/change implementation for System Access
X
User add/change implementation for Solutions
X
Add/Change Printers
Printer add/change requests
X
Printer add/change implementation on ASP network
X
Printer add/change implementation for Solutions
X
Disaster Recovery
X
Password Management
X
X
Application Management
Application Configuration
X
Application Security Management
X
Accuracy and Control of Data
X
Security
Intrusion and Penetration Testing
X
12. Virtual Private Network (VPN) Concentrator. If Customer's desired system configuration requires the use
of a VPN concentrator, including router, this will be provided by CentralSquare . It will reside at Customer's
location but is, and shall remain the property of CentralSquare .
13. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested
by CentralSquare . Problem determination activities may include capturing error messages, documenting
steps taken and collecting configuration information. Customer may also be requested to perform resolution
activities including, for example, modification of processes. Customer agrees to cooperate with such
requests, if reasonable.
14. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training
and organization of its staff in the operation of the Solutions.
15. Development Work. The Support Standards do not include development work either (i) on software not
licensed from CentralSquare or (ii) development work for enhancements or features that are outside the
documented functionality of the Solutions, except such work as may be specifically purchased and outlined
in Exhibit 1. CentralSquare retains all Intellectual Property Rights in development work performed and
Customer may request consulting and development work from CentralSquare as a separate billable service.
16. Telephone Support & Support Portal
16.1.Hours. CentralSquare shall provide to Customer, Monday through Friday, 8:00 A.M. to 5:00 P.M.
Customer's Local Time within the continental United States, excluding holidays ("5x9"). CentralSquare
shall provide to Customer, during the Support Hours, commercially reasonable efforts in solving errors
reported by the Customer as well as making available an online support portal. Customer shall provide to
CentralSquare reasonably detailed documentation and explanation, together with underlying data, to
substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error.
This support shall be provided by CentralSquare at Customer location(s) if and when CentralSquare and
Customer agree that on -site services are necessary to diagnose or resolve the problem. If a reported
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error did not, in fact, exist or was not attributable to a defect in the Solutions or an act or omission of
CentralSquare , then Customer shall pay for CentralSquare 's investigation and related services at
CentralSquare's standard professional services rates. Customer must provide CentralSquare with such
facilities, equipment and support as are reasonably necessary for CentralSquare to perform its
obligations under this Agreement, including remote access to the Specified Configuration
16.2. Releases. Customer shall promptly install and/or use any Release provided by CentralSquare to avoid
or mitigate a performance problem or infringement claim. All modifications, revisions and updates to
the Solutions shall be furnished by means of new Releases of the Solutions and shall be accompanied
by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such
updates are necessary.
16.3.Case Number. Measured from the momenta Case number is created. As used herein a "Case number"
is created when a) a CentralSquare support representative has been directly contacted by Customer
either by phone, in person, or through CentralSquare 's online support portal, and b) when
CentralSquare 's support representative assigns a case number and conveys that case number to the
Customer.
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