R09-156
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1 RESOLUTION rWq~ia
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3 A RESOLUTION OF THE CITY COMMISSION OF THE
4 CITY OF BOYNTON BEACH, FLOIUDA, APPROVING
5 AND AUTHORIZING THE CITY MANAGER AND CITY
6 CLERK TO EXECUTE A SIXTY-THREE (63) MONTH
7 APPLICATION SERVICE PROVIDER AGREEMENT
8 BETWEEN THE CITY OF BOYNTON BEACH AND
9 SUNGARD PUBLIC SECTOR, INC., TO HOST THEIR
10 INTEGRATED HTE GOVERNMENT APPLICATION
II SOFTWARE PACKAGE AND THE CITY'S DATA AT
12 SUNGARD'S SECURE GEORGIA DATA-CENTER; AND
13 PROVIDING AN EI<'FECTIVE DATE.
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16 WHEREAS, City departments use SunGard Public Sector's THE government
17 software for: general ledger, utility billing, web-based utility payments, electronic payments
18 to vendors, business tax, payroll/personnel, human resources and other functions; and
19 WHEREAS, upon recommendation of staff, the City Commission has determined
20 that it is in the best interests of the residents of the City to approve and authorize the City
21 Manager to execute a sixty-three (63) month Application Service Provider Agreement
22 between the City of Boynton Beach and SunGard Public Sector, Inc., to host their integrated
23 HTE Government Application Software package and the City's data at SunGard's secure
24 Georgia data-center.
25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
26 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
28 being true and correct and are hereby made a specific part of this Resolution upon adoption
29 hereof.
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Section 2.
The City Commission of the City of Boynton Beach, Florida does
31 hereby approve and authorize and direct the City Manager and City Clerk to execute a sixty-
32 three (63) month Application Service Provider Agreement between the City of Boynton
33 Beach and SunGard Public Sector, Inc., to host their integrated HTE Government
34 Application Software package and the City's data at SunGard's secure Georgia data-center,
S:\C/\\RESO\Agrccments\Reso ~ SunGard HTE (app Service Provider),doc
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a copy of the Provider Agreement is attached hereto as Exhibit "A".
Section 3. This Resolution will become effective immediately upon passage.
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PASSED AND ADOPTED this fJ.o day of October, 2009.
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CI1~~ FLORlDA
'ayor - rry T or ~
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Vice Ma - Woodrow L. Hay
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Commissioner - Ronald Weilan
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Commissioner - Markne Ross
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(Corporate Seal)
S:\C^\RI':SO\Agrcenu:nts\Reso - SunGard HTE (arp Service Provider).doc
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R09- 190
SUNGARD' PUBLIC SECTOR
Supplement to the SunGard Public Sector Inc. Application Service Provider Agreement
Schedule A - Order Form
This Schedule A - Order Fonn is entered into under the terms and conditions of the SunGard Public Sector Inc. Application
Service Provider Agreement of even date herewith (Agreement). between SunGard Public Sector Inc. (SunGard Public Sector) and
City of Boynton Beach, FL (Customer). Unless otherwise stated below, all tenns and conditions as stated in the Agreement shall
remain in effect.
Agreement Number:
BYB2-09053 I-I
Yes No
Initial Order Fonn X
Renlacement Order Form X
Replaces Order Dated
Customer Name:
City of Boynton Beach. FL
I. Initial Term: Begins October 1,2009 and expires sixty-three (63) months from the date the initial Monthly Access Fee is due
under this Schedule A - Order Fonn.
2. Application Groups: Start-Up Fees and Monthly Access Fees
Applications and/or Services Monthly Access
Start-Up Fee Fee
Existing Products GMBAw/Extended Reporting - GM/ER, Accounts Receivable- $ 15.053.00 $ 9.550.00
(Currently Licensed) MR, Frlted Assets - FA, payrolllPersonnel - PR,
Purchaslngllnventory - PI, Procurement Card - PC, Human
Resources - HR, Cash Receipts - CR, Work Orders/Facility
Management - WF, Fleet Management - FM, land/Parcel
Management - LX, Building Permits - BP, Code Enforcement-
CE, Business Licenses - Ol, Planning and Engineering - PZ,
Customer Information Systems - CX, Click2Gov Core Module
Embedded - K1, Click2GovApplicants. KA, Click2GovOl
Module - K6, Click2GovCfS Module - K2, OnePoint Core - KL,
One-Pain! C2G Credit Card Activation. K4, Document
Management Systems - OX, RecTrac Interface to GM - VG,
RecTrac Interface to CR - VI, BP Voice Response (Teleworks)
- V1, QRep Catalogs (GM BP, PR, FA. PI, CR, lX, PZ, OL, HR,
KA)-CJ
New Products QRep Catalogs (WC, PC, FM) - CJ Included in Included in Monthly
(Not Currently Licensed} Start-Up Fee Access Fee
Third Party Products QRep ,Admin User (2 User) - CG Admin, QRep End User {20 Included in Included in Monthly
(Currently Licensed) Users) - CG Start-Up Fee Access Fee
Retrofit Maintenance 6 Objects Included in 5000
Start-Up Fee
Click2Gov Hardware and Software will be hosted and Included in Included in Monthly
Hardware Allocation managed by SunGard Public Sector, VPN concentrator option Start-Up Fee Access Fee
ta Include management and configuration ofVPN tunnel
Additional Libraries Additional Payroll Pension Library Included in Included in Monthly
Start-Up Fee Access Fee
Services Setup, Implementation, HELP Card, Disaster Recovery Plan Included in Included in Monthly
far SunGard Public Sector applications Start-Up Fee Access Fee
Subtotal: 15,053.00 9,600.00
Concurrent Sessions - Monthly Access Fees
22 ASP LPAR Environment 3,300.00
SaaS Promotional Discount 1 (15.053)
System Total: $ $ 12,900.00 ~
APPLICABLE TAXES ARE NOT INCLUDED IN THIS SCHEDULE A - ORDER FORM, AND, IF APPLICABLE, WILL
BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER
'Start-Up Fee is based on use of SunGard Public Sector's Standard ASP Implementation Methodology.
ASP Agreement, Schedule A Order Form
VerOJ.0[1l8
Page lot)
BYB2-090531-1 ASP Schednle A 0&2\Q<; duc
9/17/2009
** Number of Concurrent Sessions listed above used in the calculation for the Monthly Access Fees. Changes to the number of
Concurrent Sessions may impact the Monthly Access Fee. Concurrent Sessions are calculated on a 15 to I ratio of User !D's to
Concurrent Users. As of the contract execution date, Customer is estimated to have 330 User !D's. Should the number of User !D's
exceed 345, additional Concurrent Users will be added. This shall occur no earlier than October] st, 2010.
3. Payment Terms:
Monthly Access Fee:
The initial Monthly Access Fee will be due October I, 2009. Subsequent Monthly Access Fees will
be due on the first of the month thereafter. Monthly Access Fees will be invoiced in advance on a
monthly basis for a term of sixty-three (63) months at the rates listed below.
Months I - 3
Months 4 15
Months 16 - 27
Months 28 - 39
Months 40 -' 51
Months 52 - 63
$10, II 0.94 per month or $30,332.82 partial year; 2
$12,900.00 per month or $154,800.00 per year; 2
$12,900.00 per month or $154,800.00 per year;
$13,932.00 per month or $167,184.00 per year:
$14,930.00 per month or $179, 160.00 per year;
$ I 6, 124.00 per month or $193,488.00 per year:
Following the initial tenn, Services will be provided on a year-to-year basis provided the Customer
exercises the option and pays the then current Monthly Access Fee.
Travel and Living Expenses: Services provided under this Supplement are performed remotely. Should Customer desire
SunGard Public Sector provide on-site services, Customer must make such request in writing.
Customer acknowledges that travel and living expenses are in addition to the prices quoted herein
and will be invoiced as incurred and such travel expenses will be reimbursed in accordance with
Florida Statute 112.061.
Note:
1 SaaS Promotion Discount valid until September 30,2009. Discount is for SunGard Public Sector ASP set-up services only.
2 Monthly Access Fees for the period October 1,2009 through December 31,2009 will be billed at a reduced rate. For the period
beginning January 1,2010 Customer's Monthly Access Fees will be at the rates listed in Section 2.
, Following the execution of this Schedule A-Order Form, any new Modification Retrofits provided by SunGard Public Sector will
be added to the next annual renewal period, pursuant to Section 6 below.
4 Monthly Access Fees listed above are for the Applications and Services listed in this Section 2 of this Schedule A-Order Fonn
only.
4. Maintenance Credit: A credit in the amount of the unused portion of maintenance paid by Customer shall be applied toward
Customers Monthly Access Fee. The unused portion of paid maintenance will consist of the amount unused as of October I,
2009. The full amount of maintenance Customer has paid is $121,483.00 for the period beginning January 1. 2009 through
December 31,2009.
5. Maintenance Termination: Upon commencement of billing for the Monthly Access Fee, Customer acknowledges the
tennination of their current maintenance billing for the above listed applications in the "Existing Products (Currently Licensed)"
and "Third Party Products (Currently Licensed)" section(s). SunGard Public Sector shall continue to provide Customer with
maintenance of these products until the transition to the ASP Environment is complete, at which time maintenance will be
terminated.
6. Modification Retrofits. For each non-standard Application in library HTEMOD that was written by SunGard Public Sector or
any Application that has had custom modifications perfonned by SunGard Public Sector at the Customer's request, SunGard
Public Sector will perform all necessary programming to ensure that the program is compatible with each new software release,
version, or program temporary fix made available by SunGard Public Sector. Fees for Modification Retrofits to be maintained
are determined on an annual basis. This determination is based upon the number of modified objects prior to the beginning of
each annualized ASP Tenn multiplied by the then current rate charged per object.
7. Hardware: Customer is responsible for providing the DMS server. The DMS server is owned by Customer and shall reside at
Customers site for ease of management. The Click2Gov server shall reside at SunGard Public Sector's Lake Mary office. The
Click2Gov server is owned by SunGard Public Sector and is not the property of the Customer. The VPN Concentrator Option
includes a router, which will be provided by SunGard Public Sector to Customer. The router is, and shall remain, the property of
SunGard Public Sector.
ASP Agreement, Schedule A - Order Form
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The terms and conditions contained in this Schedule A - Order Form, including the prices, will be honored as set forth herein,
provided this Schedule A - Order Form is fully executed hy October 30, 2009.
The attached Standards Sheet is applicable to the services ordered above.
CITYOFBOYNT~
Authorized Signature
kuk r 8RESSNER
CITY M~N^GER
Bl1i!fflj~~clfi~ltl
SUNGARD PUBLIC SECTOR INC.
,/~~c:: ~-
A4thDr~ed Sjgnature
Ronala E. l:iooarow
Exec.vP, SunGard Public Sector Inc
Print Name & Title
Date
September 17,2009
Date
ASP Agreement. Schedule A - Order Form
VerOlOl08
Page 1 of1
BYB2-090531-1 ASP Schedule A 082109.doc
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SUNGARDe PUBLIC SECTOR
CLIENT SERVICES
ASP iSeries Standards Sheet
(Attachment to Schedule A - Order Form)
1. Terminology
Term Definition
Host Computer System All hardware and software hosted by SunGard Public Sector Inc.
on behalf of the customer. This includes the iSeries, Wintel
servers and preferred 3'. party software.
ISP Internet Service Provider
System Administrator The individual designated by SunGard Public Sector Inc. who is
responsible for the operation of the Host Computer Systems
WinTel Windows operating system using an I ntei processor
2. System Availability
The scheduled hours of availability for the Host Computer Systems are 24 hours per day Monday -
Saturday The system Is reserved for maintenance on Sundays from 12 a.m. - 5 p.m., customer local
time. There are special considerations for software updates and emergency situations; please
reference Sections 4.3 and 4.4 (Maintenance and Upgrades) for details.
3. System Backups
3.1. Daily System Backups
Daily data backups will begin at12 a.m. (Customer local time) Monday through Friday. These
backups consist of all SunGard Public Sector Inc. customer data. The system will be available
during the daily backup.
3.2. Weekly System Backups
Weekly system backups will begin at 12 a.m. (Customer local time) on a day appropriate to the
week being backed up. At this time a full system backup will be performed. These backups
consist of all SunGard Public Sector Inc. customer data, program files, source files, and other
necessary Customer data. In addition all AS400 system, Operating System, Security, and Data
will also be backed up via a Restricted State backup. During this time access to the AS400 and
its applications will not be available.
System backups will be rotated to an off-site storage facility on a daily basis.
3.3. Night Processing
Specified processor-intensive jobs, as determined by SunGard Public Sector Inc., may be
required to be run during the night processing time frame of 8 p.m. to 11 :59 p.m. to ensure that
acceptable system performance standards are met. Examples of these jobS include such things
as Utility Bill generation and Tax Notice generation. This is also to make sure the processes are
finished before nightly backups occur.
ASP iSeries Standards Sheet
Version 1.7
3.4. Restores
Individual Customer restores will be performed on an as needed basis taking into consideration
both Customer and Host Computer Systems functionality, availability, and necessity.
4. System Administration
SunGard Public Sector Inc. will provide for system administration of the Host Computer Systems
(including the host iSeries system and associated host site hardware and communications
infrastructure), including but not limited to:
4.1. System Monitoring
The Host Computer Systems will be monitored on a 24-hour basis through the use of automated
monitoring software andlor hardware as selected by SunGard Public Sector Inc.. System
operations to be monitored include:
. Subsystems - to ensure they are active, operational, and without pending errors messages.
. Job queues - to ensure they are active, operational, and attached to the correct subsystems.
, Critical system messages - Monitoring for hardware errors, system functionality errors,
operating system errors, system integrity errors, etc
, System and Network Information - Samples of system and network information to be
monitored include:
. DASD (Disk storage)
0) Totai utiiization
o RAID protection
o Drive failures
o Disk drive error rates
. CPU Utilization
, Total number of jobs in the system
. Interactive response time
. Communication line availability
, Internet Connectivity from the Host Computer Systems to the Internet
. Memory pool faults
. Security vioiation attempts
. System service starts and ends
, Backup completion
, UPS monitoring
, Other pertinent system information as determined by SunGard Public Sector Inc.
4.2. System Maintenance
SunGard Public Sector Inc. will provide ail necessary Host Computer Systems and network
maintenance as deemed appropriate and necessary by the System Administrator and/or
associated staff. Appropriate and necessary maintenance shall be determined through the use
of standard iSeries and network monitoring and performance analysis tools.
4.3. Software Maintenance and Upgrades
Software maintenance and upgrades wili be performed outside of standard business hours
whenever possible.
Emergency situations will be handled on a case-by-case basis in such a manner as to provide
the least possibie disruption to overall system operations and availability without negatively
affecting system stabiiity and integrity
@ 2005 by SunGard Public Sector Inc.
.. Proprietary & Confidential..
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ASP iSeries Standards Sheet
Version 1.7
All parties will have advanced notice of such upgrades and any emergency updates will
have customer approval before being done.
4.3.1. IBM
IBM licensed program fixes and upgrades, including cumulative PTF's, shall be applied to
the host iSeries system as required to maintain operating functionality and currency.
These PTF's will be temporarily applied until their effectiveness is determined. Non-
emergency IBM PTF applications will be performed outside of normal business hours.
4.3.2. Wintel
Wintel server service packs, patches and updates shall be applied as necessary to ensure
integrity of the system(s), system data and associated operating environment. Patches
deemed critical in nature by SunGard Public Sector Inc. of system/software vendors shall
be applied as soon as possible to prevent system corrupflon, penetration, degradation etc.
4.3.3. SunGard Public Sector Inc. Applications
Upgrades and updates to SunGard Pubiic Sector Inc. Applications on both the IBM iSeries
and Wintel platforms will be performed on scheduled dates during the year
4.4. Hardware Maintenance and Upgrades
Hardware maintenance and upgrades will be performed outside of standard business hours
whenever possible.
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.
The primary Customer contact will be notified, when possible, via the on file e-mail address.prior
to hardware upgrades being performed.
4.5. System Security (Logical)
System security values will be set to provide for system integrity and data security as deemed
appropriate by SunGard Public Sector Inc.. This will include such items as password length and
makeup, change intervals, system security level, etc.
User profiles, with all object authority, will be limited to the standard system security profile and
the System Administrator profile. Sign-on information for these two profiles will be secured with
the Director of SunGard Public Sector Inc. or his designee and the System Administrator.
Customer user profiles will only have access to appropriate Customer data.
Security auditing will be enacted to provide for the ability to audit security violations, changes,
etc., with periodic system security reviews conducted by SunGard Public Sector Inc..
Host site security will include implementation of an industry standard firewall, secure sockets
layer, virtual private networks, IP address translation, and/or a combination thereof.
@ 2005 by SunGard Public Sector Inc.
-- Proprietary & Cunfidential --
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ASP iSeries Standards Sheet
Version 1.7
4.6. Non-Preferred Third Party Software
SunGard Public Sector Inc. has partnered with a number of third party vendors for purposes such
as time & attendance, form printing, mapping, etc. For any non-preferred third party vendors,
SunGard Public Sector Inc. will be responsible for the following:
o Initial loading of software
o Periodic upgrades/service packs
o Technical support for related iSeries issues
Exclusions: SunGard Public Sector Inc. does not support the user interface for non-preferred
third party software. Troubleshooting will be performed by the customer and third party.
5. Hardware Requirements
The following are minimum hardware requirements to enable Customer to access the host site iSeries
system. These requirements do not take into account any local area network configuration or
requirements, which are the responsibility of Customer.
5.1. Personal Computers
Each personal computer that will access the ASP environment should achieve the following minimum
hardware requirements for access:
o Pentium 4 or greater processor
o 2 GB storage
o 1 GB RAM (Increasing RAM will help increase system performance)
o Properly configured network interface card
o Microsoft Windows 2000 Pro (SP4 or higher) or XP Professional Edition with all SP's installed
o Microsoft Internet Explorer 6.0 or higher
o Sun Java 1.6
o Screen resolution 1024 x 768 or better
o Monitor, mouse and keyboard
o IBM iSeries Access for Windows v5r4 (This version can be provided to you by SunGard PS) with
the latest available Service Pack.
SunGard Public Sector Inc. will not support any hardware that does not meet the
minimum requirements
5.2. Printers
Type Supported
Must be IBM certified.
Microsoft Certified Printers:
Local httos://winaual. microsoft.com/HCUProductList.asox?m-x&a -d&cid=900&f-86d
(PC iBM Certified Printers:
attached) htto://www-
912.ibm.com/s dir/slkbase. NSF /0888cc5d 18fceca58625680b005dc690fb44a2cf4ba 778d838
62568250053649f?Ooen Document
Most printers with an available Ethernet connection and that are part of the approved IBM
Network Certified Printer list can be used in the ASP environment. "''''''NOTE'''*''' AII-in-One
Printer/Fax/Copier machines are not recommended.
Any existing client Twinax printer that needs to be used in the ASP environment will require
that a BOSANOVA e-Twinax controller be purchased by the client for network printing to be
Twinax successful.
htto ://www.bosanova.neVtwinaxcontrollerfindex. html
@ 2005 by SunGard Public Sector Inc.
-- Proprietary & Confidential --
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ASP iSeries Standards Sheet
Version 1.7
All others
Other printers will be evaluated on a case-by-case basis for compatibility with the ASP
environment.
There are 2 options to deal with printing in the ASP environment:
Option 1. Utilize local print sessions that are configured and run via IBM iSeries Access for
Windows. They can print to any networked, shared or locally attached printer that the Windows
machine they are run on can see.
These sessions are easy to setup, however these sessions must be signed in and running for
printing to work.
Some clients run all print sessions on a dedicated machine for ease of management. However,
any non-shared locally attached printer, including Cash Receipts printers, must be run directly on
the machine to which the printers are attached.
Option 2: Print directly via TCP/IP. In this setup the client will proVide a unique static Public IP
Address for each printer they want to print in this manner.
These are generally high traffic printers that customers do not want to be run on a print session.
Also, any IPDS printing MUST be setup as an IP printer
Option 2.1' Print directly via TCPIIP, but utilizing just one unique static Public IP Address. Each
configured printer will use the same IP address, but a different port to print to. The clients firewall
will then utilize port forwarding to direct the traffic to the correct printer.
Most clients utilize a combination of these methods. It is a customer's internal decision based on
available Public IP addresses, current infrastructure and other needs.
We can work with any of these methods.
5.3. Recommended Customer Connectivity
Internet bandwidth is determined by the customer. It is based on Saturation level: a combination
of connection speed, number of users on the system, size of files being accessed over the
internet, etc. SunGard Public Sector Inc. strongly requires the following minimum setup:
o Minimum 1.5 MB internet connection (Tl or other telecom provided service is
preferred over cable or DSL) Responsiveness is directly affected by
connectivity selected.
c, For clients who require site to site VPN, we require that the client have a Cisco
branded VPN enabled device on their site.
o Recommended redundant internet connection in case the primary connection
goes down.
o Dial up and wireless connections are not supported.
5.4. Recommended Customer Hardware
An industry standard firewall used to protect the customer's internal network is required for
connectivity into the ASP network.
6. Performance Analysis of Customer's Current SunGard Public Sector Inc. Environment
A Customer's current environment will be reviewed prior to the ASP transition. Ideally Customers will
transition to ASP on the latest version of SunGard Public Sector Inc. code. If a Customer is not on the
latest version of SunGard Public Sector Inc. code, the current environment will be reviewed to
determine if it can handle an upgrade before transitioning to ASP.
@ 2005 by SunGard Public Sector Inc.
-- Proprietary & Confidential --
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ASP iSeries Standards Sheet
Version 1.7
Items reviewed include: Current iSeries OS version, available disk space, current processing power,
and current SunGard Public Sector Inc. version.
7. Host Site Performance
Performance mon'ltoring and tuning will be performed as necessary to maintain an average in network
interactive response time of 2.0 seconds or less when measured over a 1-hour period during normal
business hours. "In network" is defined as any point between which the data packet enters the
SunGard Public Sector Inc. environment and subsequently departs the SunGard Public Sector tnc.
environment. Any point of communications outside of the SunGard Public Sector Inc. protected network
environment, including DMZ, shall be deemed as "out of network."
iSeries, Wintel server and associated network infrastructure performance monitoring will be conducted
on a regular basis. Monijoring shall be done during (no less than) four randomly selected one-hour
periods within each calendar month. A summary of the performance statistics shall be made available
for Customer review upon Customer request, inclUding available predictive performance data where
available.
SunGard Public Sector Inc. is not responsible for Internet connectivity and/or performance outside the
internal SunGard Public Sector Inc. host site infrastructure.
8. Standard Application Support
SunGard Public Sector Inc. provides standard Application Support 24 hours a day, 365 days per year.
The toll-free support line is 1-800-695-6915 and the email address is asotechsuoot\alhteinc.com .
9. System Hardware Support
Host site technical hardware and host operating system support shall be provided 24hours a day, 365
days per year. This includes support for technical issues related to Host Computer Systems access,
hardware operations, and Host Computer Systems functionality.
SunGard Public Sector Inc. is not responsible for Customer hardware, non-SunGard Public Sector Inc.
retated software, Internet access, and/or connectivity ',ssues. SunGard Public Sector Inc. will provide
guidance to Customer in obtaining technical support for on-site hardware and connectivity issues.
@ 2005 by SunGard Public Sector Inc.
-- Proprietary & Confidential --
Page 6 of 6
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$UNGARD' PUBLIC SECTOR
SunGard Public Sector Inc. Application Service Provider Agreement
Effective Date (copy from signature page):
ctlSTOMER NAME AND ADDRESS:
City of Boynton Beach
100 Ellst Boynton Beach
Boynton Beach. FL 33435
(Customer named above is hereinafter referred to as "Customer")
This Application Service Provider Agreement (the "AgreemenC), is made and entered into by and between SunGard Public Sector Inc. r'SllnGard
Public Sector") and Customer on the day and year written following the execution hereof by SunGard Public Sector.
SunOard Public Sector and Customer agree that all services to be provided by SunGard Public Sector to Customer hereunder shall be furnished only
under the terms and conditions of this Agreement and any "Schedule A - Order Pann" The tenus of this Agreement and any "Schedule A - Order Form" shall
control notwithstanding any contrary provision of any purchase order used by Customer to effect the furnishing of any software or services by SunGard Public
Sector to Customer.
t. Definition of Terms. As used herein:
1.1. "Application(s)" means the software system(s) to which Customer has requested access and paid therefor, listed on Schedule A - Order Fonn,
induding, but not limited to, a\l computer programs and related documentation, and any modifications thereto.
1.2. "Conversion" means the process by which Customer data is transfonned to a usable SunGard Public Sector operational fonnat. Conversion is an
optional, not mandatory, service offered by SunGard Public Sector.
1.3. "Effective Date" means the date on which SunGard Public Sector executes this Agreement.
1.4. "Host Computer Systems" means SunGard Public Sector's hardware and software, located on SunGard Public Sector's premises, which is
maintained and supported by SunGard Public Sector and utilized to provide the Access services hereunder.
1.5. "Implementation" means the processes by which Customer prepares Customer's operating procedures and personnel fur transition to the
Applications. Customer is primarily responsible for the preparation of its personnel and procedures, assisted by SunGard Public Sector as provided for
herein. Implementation is a part of Start-Up Assistance.
1.6. "Schedule A - Order FOl'm" means an attachment to this Agreement, which is a supplement to this Agreement for all purposes. Unless otherwise
stated in any Schedule A - Order Fonn, all tenns and conditions stated in this Agreement shall remain in effect.
1.7 "Standards Sheet" means an attachment to Schedule A - Order Fonn, which provides the most current infonnation supplemental tu this
Agreement, sllch as hours of operation and support and Customer hardware requirements.
1.8. "Start-lJp Assistance" means the combination of Implementation and Training services.
1.9. "Training" means the classes held by SunGard Public Sector to instruct Customer in the use of the Applications. Training is a partofStart-tlp
Assistanct:.
2. Accus Services and Start-llp Assistance. SunGard Public Sector agrees to provide access to the Applications (hereafter referred to as "Access")
requested by Customer on Schedule A - Order Fonn (or any supplemt:ntal or replacement Schedule A) for the number of tenninals indicated so long as Customer
is current in its payment obligations hereunder. Customer agrees to pay the fees for Access ("Access Fees") as provided on Schedule A - Order FornI. Customer
agrees that Customer's Access to the Applications shall be for Customer's sole use and not for any third party.
2. I Hours of Operation. SunGard Public Sector shall publish its hours of operation on the Standards Sheet and shall keep Customer apprised of any
changes thereto.
22. Improvements and Changes. SunGard Public Sector will install upgrades, new software releases and enhancements, error corrections, upgrades
to third party operating system software, and upgrades to hardware, as necessary, for the Host Computer Systems.
2.3. Start-Up Assistance. SunGard Public Sector wi\( provide Start-Up Assistance to Customer and Customer agrees to pay SunGard Public Sector the
Start-Up Fees as provided on Schedule A - Order Fonn. Customer agrees to reimburse SunGard Public Sector for actual, reasonable travel and living
expenses incurred by or on behalf ofSunGard Public Sector and its personnel in furnishing the Start-Up Assistance in the method provided tor paragraph
2.5 below.
2.4. Optional Conversion Services. At Customer's option, SunGard Public Sector wHl provide Conversion services. If Customer elects Conversion
services, Customer shall provide data to SunGard Public Sector in a compatible format acceptable to SunGard Public Sector, and on media specified by
SunGard Public Sector.
2,5. Travel and Living Expenses. Services provided under supplements to this Agreement arc perfonned remotely. Should Customer desire SunGard
Public Sector provide on~site services, Customer must make such request in writing. Customer acknowledges that travel and living expenses related to
requested on.site services are in addition to any quoted prices for such services and will be invoiced as incurred and that said travel expenses will be
reimbursed in accordance with Florida Statute 112.061.
3. Term of Agreement. This Agreement is effective on the Effective Date. The initial teml of this Agreement ("Initial Tenn") shall begin on the
Effective Date and shall continue for the period stated on the Schedule A - Order Fonn, executed on even date herewith, beginning after the date the initial
Monthly Access Fee is due. AI the end ofthe Initial Tenn, Services will be provided on a year-to.year basis provided Customer exercises the option and pays the
then current Monthly Access Fee.
4. Charges for Services.
4, I Customer agrees to pay SunGard Public Sector Access and Start-Up Fees in accordance with Schedule A - Order Fonn. Following the initial tenn
of this Agreement but No more frequently than once per year, SunGard Public Sector s.hall have the right to adjust the Monthly Access Fees. For the Teml
oftllis Agreement only, any increase in monthly Access fees shall be limited to no more than 5% compared to the preceding year's fees, unless otherwise
stated in the Schedule A " Order Form(s). SunGard Public Sector may adjust other fees at any time.
Travel and living expenses actually incurred in prior months for which SunGard Public Sector is seeking reimbursement shall be invoiced monthly
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4.2. Amounts payable to SunGard Public Sel,:tor hereunder are payable in full withoUI deduction, or set on: and are net of all sales, Wit: or other taxes or
dllties. Customer shall duly and timely pay all taxes and duties, however designated. levied or based upon amounts payable to SunGard Public Sector
hereunder (exclusive of United States Federal, state or locallaxes based upon the net income ofSunGard Public Sector). Customer agrees to indemnitY and
hold SunGard Publi,,; Sector harmless from any such taxes or duties which any federal. state or local taxing authority requires SunGard Public Sector to pay
on Customer's behalf It shall be Customer's obligation after payment by Customer to challenge the applicability of any tax ifit so desires
4.3 Customer shall pay for any data commllnicatiofls telephone services. lfCustomer requires special telephone line configurations due tn unique
equipment or data requirements, SunGard Public Sector reserves the right to charge for analysis and design of such special configurations.
4.4. SunGard Public Sector may. after having provided Customer with ten (10) days advance wrinen notice, deny Access to Customer until all required
payments due to SunGard Public Sector are received. The provisions of this Subsection 4.4 shall not operate as a waiver of any other remedies SunGard
Public Sector may have.
5. SunGard Public Sector's Obligations. To assist Customer in accessing and using the Applications hereunder, SunGard Public Sector will:
5.1. provide all equipment, software, including changes. updates, and modifications thereto. and services necessary for operation and maintenance
of SunGard Public Sector's Host Computer Systems:
5.2. provide etlicient communication accessibility to the Host Computer Systems:
5.3. provide information regarding data back-up procedures, security, and other functions as reasonably requested by Customer'.
5.4. operate and maintain the Applications and allow Customer access and use thereof. Ifthird party software is included in or with the
Applications, SunGard Public Sector will identify separate access or use restrictions or additional payment obligations associated therewith in
Schedule A.
5.5. provide Start-Up Assistance described in Schedule A pursuant to Section 2 hereof:
5.6. offer Conversion services~
5.7 provide Application support and system support; and
5 8. publish system availability and support hours as well as host targeted response time.
6. Customer's Obligations. In order to enable SunGard Public Sector to perform its obligations hereunder. and as a condition precedent to SunGard
Public Sector's obligations to perform hereunder, Customer shal1:
6.1. within ten (10) days following the execution of this Agreement, designate a primary and a secondary contact, including telephone numbers and e-
mail addresses;
6.2. exercise all due diligence in the performance of its obligations hereunder in connection with the Start-Up activities and subse4uent access to and
use of the Applications;
6.3. develop and implement proper audit controls, balancing procedures, operation methods and sufficient procedures to satisfy its requirement:; for data
security, accuracy ofll1put, and verification of output, including security access control for Customer's users of the Applications: and
6.4. adhere to hardware and communications requirements as published in the Standards Sheet
/1.5 in the course of Customer's daily operations, input data, perform balancing activities, generate reports, maintain data integrity; and be responsible
for ensuring the input data is accurate and meets the standard specifications provided by SunGard Public Sector for such data:
6.0. maintain documents of original entry, source data and other backup media sufficient for file and input data re-creation in order to mitigate against
the possibility orloss of input data and Customer data maintained by SunGard Public Sector:
6.7 lIse standard forms as required by SunGard Public Sector; and
6.8. provide for Internet connectivity
1 Representations, Warranties and Limitation of Liability.
7.1. SunGard Puhlic Sector represents that it is the owner of all Applications used in the performance of services hereunder, or is an authorized
licensee with the right to engage in the delivery of such services, and such software or licenses thereto have been lawfully acquired by SunGard Public
Sector.
7.2. SunGard Public Sector is the sole source provider in the United States for the application services for the Applications and services listed in
the supplemental Schedule A-Order Form/s) under this Agreement
7.3. SunGard Public Sector warrants that the Application(s) will perform in substantial compliance with its then current documentation. SunGard
Public Sector warrants that in the provision of services hereunder, SunGard Public Sector will use employees, agents or contractors who are adequately
trained and who possess the requisite skills and professional knowledge to provide assistance in utilizing the Applications.
74. SunGard Public Sector assumes no liability tor any hardware or other third party products beyond manufacturers' warranty specified in the
supplemental Schedule A-Order Fonn(s). Customer acknowledges that these products were selected by Customer to support features desired by Customer,
and that they are included in the Agreement solely tor that purpose.
7.5. In the event an Application is tound to not substantially conform to its then-current documentation, Customer shall so advise SunGard Public
Sector and SunGard Public Sector shall diligently pursue resolution of the discrepancy between the Application and its documentation,
7.b IN NO EVENT SHALL SIJNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING UNDER TIUS AGREEMENT In no event shall SunGard Public Sector be liable to Customer for other damages arising under this Agreement
unless such damages result from intentional misconduct or gross negligence on the part ofSunGard Public Sector's officers or employees, in which event
SunGard Public Sector's aggregate liability under the Agreement will be limited to the lesser of either (a) actual damages resulting directly from such
conduct. (Jr (b) the amuunt uf Access Fees actually paid to SunGard Public Sector by Customer hereunder during the three (3) months immediately
preceding the month in which the liability accrued.
7 7 THE PROVISIONS HEREOF ARE IN LIEU OF ALL WARRANTIES. EXPRESS OR IMPLIED AND WHETHER OF MERCHANTABILITY.
FITNESS OR OTHERWISE. THE REMEDIES HEREIN CONTAINED ARE EXCLUSIVE AND CUSTOMER WAIVES ALL OTHER REMEDIES.
8. Conlidcntialif)' of Customer's Information.
8.] SunGard Public Sector acknowledges that Customer regards as confidential and as a proprietary asset any information or materials that come
to the attention ofSunGard Public Sector by reason of (a) the presence of SunGard Public Sector's agents, employees, or representatives at Customer's
site, or (b) SunGard Public Sector furnishing services to Customer in connection with this Agreement (such intormation. materials, and records
collectively being reterred to as "Customer's Confidential or Proprietary Information").
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8.2. SunGard Public Sector agrees to safeguard Customer's Confidential or Proprietary Information by holding it In strkt confidence, disclosing it
only to those employees, agents or contractors who have a need to know in order to provide Access as agreed upon. ]n the event that a subpoena or
other legal process that in any way concerns Customer's Confidential and Proprietary Information is served upon SunGard Public Sector, then
SunGard Public Sector agrees. to notity Customer in the most expeditious fashion possible following receipt of such subpoena or other legal process.,
and SunGard Publil: Sector will reasonably cooperate with Customer, as requested by Customer, to contest the lega] validity of such subpoena or other
legal process. (provided that Customer agrees to pay any expense Sunliard Public Sector incurs in so doing).
8.3. SunUard Public Sector agrees to take all reasonable steps to prevent the disclosure, publication or dissemination of Customer's Contidentia] or
Proprietary Information to any other person or entity, except where and to the extent specifically required by law.
8.4. The provisions (lfthis Section shall survive termination of this Agreement.
() Security of Customer's Data; Access to SunGard Public Sector's Facility. SunGard Public Sector will provide data security procedures which
will include backup of all magnetically stored data kept or processed for Customer using the Apptications, in a reasonable manner determined by SunGard Public
Sector in keeping with genc:rally accepted industry practices. Upon reasonable notice and during regular business hours, Customer may request admission to
SunGard Public Sector's facility. SunGard Public Sector will not unrea<;onab]y refuse such access. Any non-SunGard Public Sector personne-l who are granted
access to SunGard Public Sector's facility shall comply with the physical security procedures instituted by SunGard Public Sector.
{o. Credit Toward In-house Licensing. As used in this Paragraph 10, '"In-house Licensing" means procuring through SunGard Public Sector's standard
license agreement, the right tor Customer to run a copy of the Applications that are owned by SunGard Public Sector for Customer's use only, on hardware owned
or teased by Customer at a facility which is owned or .:ontrolled by Customer. ]n the event Customer desires to run the App]ications owned by SunGard Public
Sector in-house (and has not previously procured a license tor such in-house use), SunUard Public Sector will discount Customer's In-house licensing fees for the
Applications owned by SunGard Public Sector by an amount equal to one percent (I %) of the licensing fees for each month Customer uses Access services. up to
a maximum discount of sixty percent (60%). In order to qualifY for said credit, Customer must not be in breach hereot: must have provided termination notice
pursuant to the terms ofthi" Agreement, mUst enter into SunGard Publk Sector's standard license agreement. and must have paid all fees required to be paid to
SunGard Public Sector. Maintenance and support services tor the Applications that are owned by SunGard Public Sector will be available to Customer (and are
recommended by SunGard Public Sedorl under the tennsofSunGard Public Sector"s standard maintenance agreement.
I ]. Contingency Planning. The parties' responsibilities with respect to l:ontingency planning. will be as follows:
[] ]. SunGard Public Sector will develop, maintain and, as necessaJ)' in the event of a disaster, execute a disaster recovery plan (thl: "SunGard
SunGard Public Sector P]an") for SunGard Public Sector's hardware and Applicatiof'll'..
I] .2. SunGard Puhlic Sector will provide to Customer such information as may be reasonably required for Customer to assure that Customer's
disaster recovery plan is compatible with the SunGard Public Sector Plan.
11.3. Each party wi]] be responsible for the training of its own personnel as required ill connection with all applicable l:ontingency planning activities.
\2. Record Retention. ]t is Customer's sole responsibility to ensure that its records and data meet its retention requirements. SunGard Public Sector will
provide, as a standard, record retention for a period of three (3) years. If Customer requests, SunUard Public Sector will provide longer record retention to
Customer at SunGard Public Sector's then-current fees for such service.
13 Customer Insurance Responsibility. If Customer desires to obtain insurance protection against any losses incurred due to loss of input data during
transmission or delive!)' or trom errors resulting from defects in, or malfunctions of. the mechanical or electronic equipment used by Customer, ('ustomer may do
so at Customer's expense and SunUard Public Sector agrees to cooperate with Customer in obtaining such insurance.
]4. Intellectual Property.
14.1. A]I computer programs, including the App]ications, related documentation, written procedures, copies of transcripts. and similar items are
proprietary to and shall be considered trade secrets and confidential infonnation of SunGard Public Sector or SunGard Public Sector's vendors. Customer
agrees that it will not disclose to any third party at any time (either during or after tennination of this Agreement) any trade secrets or any other secrets or
l:ontidentia] intormation learned by Customer in connection with this Agreement. AI! documentation shall be returned to SunUard Public Sector upon
termination of this Agreement. AI] original input data items remain the property ofCustamer and will be returned pursuant to Customer's instructions. so
long as Customer is not in breach of this Agreement. Customer shall retain or destroy all original input documentation and other documentation in
accordance with its own procedures.
14.2. The provisions of this Section shall survive tem1ination of this Agreement.
15. Termination.
15.1 Either party may tenninate this Agreement for cause in the event that the other party materially or repeatedly defaults in the performance of any of
its duties and obligations under this Agreement, subject to the following: (i) the non-defaulting party shall provide written notice to the other party of the
non-defaulting party's intent to terminate this Agreement, specifying in detail the cause for the default (hereinafter a "Materia] Defau]t Notice"); Oi) upon
receipt of a Materia] Defau]t Notice, the recipienl shall promptly commence curing the specified default (or demonstrate that the default did not occur),
provided that the period of time to cure the default (the ~Cure Period") shall not exceed (a) ten ([ 0) calendar days in the ewnt of a default in the payment of
money, or (b) ninety (90) calendar days for causes other than payment of money (if the cause cannot reasonably be cured within the aforesaid Cure Period,
the parties may extend the cure period by mutually agreeing upon a reasonable plan and program for curing the cause); (iii) if the cause is not cured within
the prescrihed or agreed upon Cure Period. the non-defaulting party may then immediately terminate this Agreement by providing a written notice to the
other. stating the cause lor tennination. and such notice shall not require a cure period.
15.2. If after any tennination or expiration of this Agreement Customer c..mverts to a different vendor's applications. SunGard Public Sectnr will provide,
upon payment ofSunGard Public Sector's then-current standard deconversion fee, reasonable assistance and documentation for such deconversion in order
lo assist Customer in removing its information and placing said information in SunGard Public Sector's standard format for input to the other
vendor's applications. ]n the event Customer requests a non.standard deconversion, SunGard Public Sector shall be entitled to receive compensation ior
consultation, software and documentation provided to assist in the deconversion on a time and materials basis at the standard prevailing rate then charged
by SunGard Public Sector for such services.
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16. Choice of Law/Dispute Resolution. This Agreement shall be governed by laws of the State of Florida. Prior to either party commencing any legal
action under this Agreement, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after
forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the
other. Each party hereto agrees to submit to the personal jurisdiction and venue of the state and/or federal courts in or for Palm Beach County, Florida
for resolution of all disputes in connection with thi:; Agreement.
17 Notices. Any notice, request demand, or other communication required or permitted hereunder will be given in writing, communication charges prepaid, to
the party to be notified. All communications will be deemed given when received, The addresses for the parties for the purposes of such communication
are:
Ifto Customer:
City of Boynton Beach
100 East Boynton Beach
Boynton Beach. FL 33435.
Attention: Phyllis Koch
2nd Copy to the Attention of the City Manager
If to SunGard Public Sector:
SunGard Public Sector Inc.
1000 Business Center Drive
Lake Mary, Florida 32746
ATTENTION: Contracts/Legal Counsel
A party may change its address only upon \Witten notice to the other party in which case this Agreement will be deemed to have been so modified.
18. Force Majeure. Neither party shall be in default by reason of any failure in the performance of this Agreement if such failure arises out of causes beyond
its reasonable contro1. Such causes may include, but are not limited to, acts of God, acts of the public enemy, acts of government in either its sovereign or
contractual capacity, acts of the party whose performance is not sought to be excused, fires, flood, weather, epidemics, quarantine restrictions, strikes, freight
embargoes, failure of transmission or power supply, mechanical difficulties with equipment which could not have been reasonably forecasted or provided for, or
other causes beyond its sole control. The party so affected will resume pertormance as soon as practicable after the force majeure event terminates.
19. Contractual Documents. This Agreement, along with its Schedule A. Order Fonn, the Standards Sheet. and any supplements or modifications thereto,
contains the complete agreement between the parties with respect to the subject matter hereof No additional representations, agreements or modifications or
amendments to this Agreement hereafter made by a party shall be binding upon either party unless in writing and signed by Customer and accepted in writing by
an authorized officer ofSunGard Public Sector at its offices in Lake Mary, Florida.
cmo~:
Authorized Signature
SUNGARD PUBLIC SECTOR INC.
/~?~~~
Ronald t'~~beeld\i6Wre
Exec.Vp, SunGard Public Sector Jne
KURT BRESSNER
CITY MANAGER
PrintBMN't(rNI'BEACH, Fl
HhJb~
Print Name & Title
Date
September 17, 2009
Date
"]Z;:~
~ I RNEY
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CITY CLERK'S OFFICE
MEMORANDUM
TO:
Phyllis Koch
ITS
FROM:
Janet M. Prainito, CMe
City Clerk
DATE:
October 29, 2009
RE:
R09-156 Supplement to the SunGard Public Sector Inc.
Application Service Provider Agreement Schedule A - Order Form
Attached for your information and files is one original of the agreement mentioned
above, Since the documents have been fully executed, I have retained one original for
Central File.
Please contact me if there are any questions. Thank you.
.
~'tr).~
Attachment
cc: Central File
S:\CC\WPlAFTER COMMISSION\Departmenlal Transmillals\2009\Phyllis Koch - R09-156.doc