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HomeMy Public PortalAbout13-8580 Sungard Public Sector ERP Software System to a Cloud Sponsored by: City Manager RESOLUTION NO. 13-8580 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, TO AUTHORIZE THE CITY MANAGER TO ENTER INTO FIVE YEAR LEASE WITH SUNGARD PUBLIC SECTOR TO UPGRADE THE CITY'S ERP SOFTWARE SYSTEM (FINANCIAL AND COMMUNITY PLUS) TO A CLOUD BASED SERVICE, ALLOWING FOR ONLINE BILL PAY AND ENHANCED FEATURES AT A ONE-TIME COST OF $22,825.00, WITH AN ANNUAL ACCESS FEE OF $48,300.00, PAYABLE FROM ACCOUNTS 14-512646 AND 14-512528, BUDGETED ITEMS; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Sungard Public Sector provides the software Finance Plus, and Community Plus, which is utilized by Finance, Building and License, Code Enforcement and Utility Billing Departments; and WHEREAS, by updating to Sungard Cloud based service at a one-time cost of $22,825.00, the City will acquire online bill payment and account inquiry features for the departments serviced by the Plus Series Software and WHEREAS, the City desires to upgrade the system to Cloud service, eliminating the need for hardware purchases, offsite backups and additional firewalls; and WHEREAS, the City Commission of the City of Opa-locka desires to authorize the City Manager to enter into five year lease with Sungard Public Sector to upgrade the City's ERP software system (Financial and Community Plus) to a CLOUD based service. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Resolution No. 13-8580 Section 2. The City Commission of the City of Opa-locka hereby authorizes the City Manager to enter into five year lease with Sungard Public Sector to upgrade the City's ERP software system (Financial and Community Plus) to a CLOUD based service, allowing for online bill pay and enhanced features, at a one-time cost of$22,825.00, with an annual Access fee of $48,300.00,budgeted items, payable from Accounts 14-512646 and 14-512528. Section 3. This Ordinance shall become effective immediately upon passage by the City Commission. PASSED AND ADOPTED this 24`h day of April, 2013. RAT LOR MAYOR Attest to: Approved as to orm and legal sufficiency: !/ i '! , j J':nna Flores Jo J-ph S. -'er 'P y Clerk (if EEN• 'OON MARDER PA •ity Attorney Moved by: COMMISSIONER HOLMES Seconded by: COMMISSIONER JOHNSON Commission Vote: 5-0 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Santiago: YES Vice-Mayor Kelley: YES Mayor Taylor: YES 00,-LOO pf` ' O< -s. p H IV D a:744 Z 2 9 ORP OpPt_�. City of Opa-Locka Agenda Cover Memo Commission Meeting April 24, 2013 Item Type: Resolution Ordinance Other Date: X (EnterXin box) Fiscal Impact: Ordinance Reading: 1st Reading 2nd Reading (Enter X in box) Yes No (Enter X in box) x x X Public Hearing: Yes No Yes No (EnterXin box) X X Funding Source: (Enter Fund&Dept) Advertising Requirement: Yes No (Enter Acct No.) 14-512646 (EnterXin box) X ITEM BUDGETED: YES 14-512528 Contract/P.O.Required: Yes No RFP/RFQ/Bid#: (EnterXin box) X N/A Strategic Plan Related Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the (Enter X in box) x specific objective/strategy this item will address) Enhance Organizational El Bus.&Economic Dev El Public Safety P Quality of Education 0 Qual.of Life&City Image 0 Communcation 0 Sponsor Name City Manager Department: Information Technology Short Title: AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO ENTER INTO A 5 YEAR AGREEMENT WITH SUNGARD PUBLIC SECTOR TO UPGRADE THE CITY'S ERP SOFTWARE SYSTEM (FINANCIAL AND COMMUNITY PLUS) TO A CLOUD BASED SERVICE ALLOWING FOR ONLINE BILL PAY AND ENHANCED FETURES FOR A ONE TIME COST OF TWENTY TWO THOUSAND EIGHT HUNDRED TWENTY FIVE DOLLARS ($22,825.00) AND A YEARLY ACCESS FEE OF FORTY EIGHT THOUSAND THREE HUNDRED DOLLARS ($48,300.00) PAYABLE FROM ACCOUNTS 14- 512646 AND 14-512528. Sungard Public Sector is the software provider for Finance Plus, and Community Plus which serves Finance, Building and License, Code Enforcement, and Utility Billing. This agreement allows the City to move the system to the cloud service which eliminates the need for hardware purchases, offsite backups, and additional firewall while allowing for expanded features such as online bill payment and account inquiries. When moving to the cloud based service it will eliminate the annual licensing fee which will be replaced by a monthly access fee. All data processed in the cloud remains the property of the City of Opa-locka, Florida. It is recommended to to continue the City's realtionship with Sungard Public Sector Plus Series Software as software vendor for genral City Operations Agenda Request Application Services Provider Agreement ASP Data Sheet OPp,LOO/4 T F 0 D • Jg�i4 ' fi�. N OAP�RY'60 q Memorandum TO: Mayor Myra Taylor Vice-Mayor Joseph L. l elley Commissioner Till othy , iv s — Commissioner Do othy 1 ,I I e" Johnson Commissioner Lui B .f ` . ,o FROM: Kelvin L. Baker, City Manage; DATE: March 20, 2013 RE: Authorization to upgrade City's ERP (Enterprise Resource Planning) system to a cloud based service Request: AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO ENTER INTO A 5 YEAR AGREEMENT WITH SUNGARD PUBLIC SECTOR TO UPGRADE THE CITY'S ERP SOFTWARE SYSTEM (FINANCIAL AND COMMUNITY PLUS) TO A CLOUD BASED SERVICE ALLOWING FOR ONLINE BILL PAY AND ENHANCED FETURES FOR A ONE TIME COST OF TWENTY TWO THOUSAND EIGHT HUNDRED TWENTY FIVE DOLLARS ($22,825.00) AND A YEARLY ACCESS FEE OF FORTY EIGHT THOUSAND THREE HUNDRED DOLLARS ($48,300.00) PAYABLE FROM ACCOUNTS 14-512646 AND 14-512528. Description: Sungard Public Sector is the software provider for Finance Plus, and Community Plus which serves Finance, Building and License, Code Enforcement, and Utility Billing. This agreement allows the City to move the system to the cloud service which eliminates the need for hardware purchases, offsite backups, and additional firewall while allowing for expanded features such as online bill payment and account inquiries. When moving to the cloud based service it will eliminate the annual licensing fee which will be replaced by a monthly access fee. All data processed in the cloud remains the property of the City of Opa-locka, Florida. Financial Impact: Budgeted $22,825.90 for upgrade to the cloud system payable from 14-512646 Budgeted $48,300.00 for yearly access fee payable from account 14-512528 Implementation Time Line: 4 months Analysis: Financial Comparison Purchase new servers and keep in house Relocate servers to the cloud • Annual licensing cost $41,682.64 • One time cost of$22,825.00 to update • Purchase of needed replacement and relocate to "Cloud" (budgeted from servers $50,000.00 account#14-512646) • Purchase of Web Application Firewall • Monthly payment of$4,025 ($48,300.00 (needed for online payments) $9,848.00 yearly) budget from account 14-512528 • Continuation of 3 Microsoft Server/SQL • Elimination of 3 Microsoft Server/SQL Licensing costs (aprox. $7,000/year) licensing (aprox. $7,000) • Addition of urgent offsite backups Feature Comparison Purchase new servers and keep in house Relocate servers to the cloud • All features remain intact • All features remain intact • Addition of online payments will require • Online bill payment will begin as soon as web application firewall for security of transition to cloud with no additional customer transactions equipment • Software is only available on City • Software is available anywhere on the network internet • Software version upgrades not included • All software upgrades are included • Offsite backup needed • All offsite backups are included • Data remains property of the City • Current ERP Servers ATTACHMENT(S): 1) Application Services Provider Agreement 2 2)ASP Data Sheet PREPARED BY: Nelson Rodriguez, Information Technology Director END OF MEMORANDUM 3 Faye Douglas From: Newall J. Daughtrey[ndaughtrey @opalockacra.com] Sent: Wednesday, March 20, 2013 4:18 PM To: Faye Douglas Cc: ndaughtrey @opalockacra.com Subject: CRA expenditure audit trail report(21) Ms. Douglas: I have reviewed the CRA's expenditure audit trail report (audit 21) and I would like to make the following suggested changes: 1. Account#515340 other contracted services an additional$12,500.00 should be added to this line item because it was paid out to GreenspoonMarder on January 18, 2013 for services provided in May,June,July, August, and September 2012. 2. Account#515400 travel & per diem should have the following items removed from this line item and placed in line item#Account#515499 travel—private vehicle: .Ref# Amount Date 416 $115.38 3/14/12 417 $230.77 3/28/12 424 $230.77 4/11/12 450 $230.77 4/30/12 560 $230.77 5/9/12 512 $230.77 5/23/12 564 $230.77 6/6/12 579 $230.77 6/20/12 675 $230.77 7/31/12 676 $230.77 7/31/12 719 $230.77 8/1/12 720 $230.77 8/15/12 797 $230.77 10/22/12 3. The total expenditures will go from $55,733.30 to$ 68,233.30 Thank you for you assistance in this matter. Newall J. Daughtrey Executive Director of the CRA 1 Contract Number: 130109-1 APPLICATION SERVICES PROVIDER AGREEMENT This Application Services Provided Agreement ("Agreement") is made between SunGard Public Sector Inc., ("SunGard Public Sector") a Florida corporation with a business address at 1000 Business Center Drive, Lake Mary, FL 32746 and City of Opa Locka, Florida("Customer")as of the Execution Date. Customer desires to engage SunGard Public Sector to provide Customer with access to and use of certain SunGard Public Sector-provided Software on an application services SunGard Public Sector basis. Accordingly, the parties agree as follows: 1. Defined Terms. "Application(s)" means the software system(s) to which Customer has requested access and paid therefor, listed on Appendix A Schedule A - Order Form, including, but not limited to, all computer programs and related documentation, and any modifications thereto. "Application Services" means the services and Software utilization to be provided to Customer by SunGard Public Sector under this Agreement, as described in Appendix B. "Application Services Term" means the period identified in Section 9 of this agreement as "Term and Termination,"and during which Customer will have the right to access the Software. "Appendix" means each schedule that is attached to this Agreement that is marked as an "Appendix." Appendices are lettered sequentially, beginning with "Appendix A"and continuing thereafter. "Concurrent Sessions"means any person accessing SunGard Public Sector's hosted environment. "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 SunGard Public Sector, and who, prior to obtaining access to the Software, have executed a SunGard Public Sector-approved non-disclosure agreement. "Commencement Date" is defined in Appendix A, and is the date on which the Term commences and the date upon which Customer will begin to pay Application Services fees to SunGard Public Sector. "Confidential Information" means non-public information of a party to this Agreement. Confidential Information of SunGard Public Sector includes the Software and algorithms, methods, techniques and processes revealed by the Software. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Receiving Party; (ii) the Disclosing Party regularly discloses to third parties without restriction on disclosure; or (iii) the Receiving Party obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation. "Disclosing Party" means the party providing its Confidential Information to the Receiving Party. "Documented Defect" means a material deviation between the General Release Module and its documentation, for which Documented Defect SunGard Public Sector has confirmed that Customer has given SunGard Public Sector enough information for SunGard Public Sector to replicate the deviation on a computer configuration which is both comparable to the Hardware and is under SunGard Public Sector's control. "Execution Date" means the latest date shown on the signature page of this Agreement. SunGard Public Sector ASP Agreement Rev. 1.01.10 Page 1 of 14 2/15/2013 "General Release" means the general release version of a Module as updated by Upgrades, but without any other modification whatsoever. "IP Rights" means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks and Confidential Information. "Maintenance" means SunGard Public Sector's efforts to provide Customer with avoidance procedures for or corrections of Documented Defects. "Module" means any one of the computer software programs that is identified in Appendix A as a "Module," including all code and related specifications, documentation, technical information and all IP Rights for such Module. "New Releases" means new editions of a General Release Module. "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. "Software" means the Modules listed in Appendix A Schedule A—Order Form. "Schedule A - Order Form" means an attachment to this Agreement, which is a supplement to this Agreement for all purposes. Unless otherwise stated in any Schedule A — Order Form, all terms and conditions stated in this Agreement shall remain in effect. "Receiving Party" means the party receiving Confidential Information of the Disclosing Party. "Upgrades" means, collectively, Maintenance, Additional Functionality and New Releases. 2. Application Services, Generally. During the Application Services Term, SunGard Public Sector will provide Customer with the Application Services generally described in Appendix B, on the terms and conditions of this Agreement. Customer shall have certain performance responsibilities under this Agreement, as outlined in Appendix B. Application Services include the grant by SunGard Public Sector to Customer of a non-exclusive, non-transferable license to access and use the Software in Object Code form within the United States of America for Customer's own, non-commercial computing operations (subject to any Concurrent User limitations provided for in Appendix A), while such Object Code resides in and is executed from a SunGard Public Sector datacenter. Any rights not expressly granted in this Agreement are expressly reserved. (a) Documentation. Customer can make a reasonable number of copies of the documentation for each Module for its use in accordance with the terms of this Agreement. (b) 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. This Agreement is expressly made subject to any United States government and other applicable laws, regulations, orders or other restrictions regarding export from the United States or another country, and import into any country, of computer hardware, software, technical data or other items, or derivatives of such hardware, software, technical data or other items. 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. Customer is prohibited from removing or altering any of the IP Rights notice(s) embedded in or that SunGard Public Sector ASP Agreement Rev. 1.01.10 Page 2 of 14 2/15/2013 SunGard Public Sector otherwise provides with the Software. Customer must reproduce the unaltered IP Rights notice(s) in any full or partial copies that Customer makes of the Software. (c) Application Software Maintenance and Support Services. Maintenance is available during the SunGard Public Sector hours outlined in Appendix B. 3. Access Services and Start-Up Assistance. SunGard Public Sector agrees to provide access to the Applications (hereafter referred to as "Access") requested by Customer on Appendix A Schedule A - Order Form (or any supplemental or replacement Schedule A-Order Form(s)) for the number of terminals 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 Form. Customer agrees that Customer's Access to the Applications shall be for Customer's sole use and not for any third party. (a) Hours of Operation. SunGard Public Sector shall publish its hours of operation in Appendix B and shall keep Customer apprised of any changes thereto. (b) 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. (c) Start-Up Assistance. SunGard Public Sector will provide Start-Up Assistance to Customer and Customer agrees to pay to SunGard Public Sector the Start-Up Fees as provided on Appendix A Schedule A - Order Form. SunGard Public Sector's most current information with regard to Start-Up Assistance is published on Appendix B Standards Sheet. Customer agrees to reimburse SunGard Public Sector for actual, reasonable travel and living expenses incurred by or on behalf of SunGard Public Sector and its personnel in furnishing the Start-Up Assistance. Any such travel and living expenses shall be billed by SunGard Public Sector to Customer on a monthly basis and governed by the SunGard Public Sector Travel Policy. (d) Optional Conversion Services. At Customer's option, SunGard Public Sector will 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. 4. Fees, Payment and Taxes. (a) Payment. (i) Application Services Fees. During the Application Services Term, Customer will pay SunGard Public Sector the Application Services fees specified in Appendix A, or as otherwise provided for in Appendix A. No more frequently than once per year, SunGard Public Sector shall have the right to adjust the Monthly Access Fees. For the Term of this Agreement only, any increase in monthly Application Services fees shall be limited to no more than 5% compared to the preceding year's fees. Time is of the essence with regard to Customer's payment obligations pursuant to this Agreement. (ii) Travel and Living Expenses. Except as otherwise provided in Appendix A, Customer will reimburse SunGard Public Sector for actual and reasonable, out-of-pocket travel and living expenses that SunGard Public Sector incurs in providing Customer with services under this Agreement. Such travel and living expenses will be invoiced on a monthly basis in arrears and will be due within thirty (30) days from the date of invoice. (iii) Late Charge. SunGard Public Sector will have the right to charge a late fee to the extent that any payment is received later than thirty (30) days from the date of invoice. Late fees will be calculated based on a per annum rate equal to the lesser of: (i) the prime lending rate established from time to time by Citizens Bank, Philadelphia, Pennsylvania Bank, plus three percent (3%); and (ii) the highest rate permitted by applicable law, and will be payable to SunGard Public Sector on demand. SunGard Public Sector ASP Agreement Rev. 1.01.10 Page 3 of 14 2/15/2013 (b) Taxes. Customer is responsible for paying all taxes (except for taxes based on SunGard Public Sector's net income or capital stock) relating to this Agreement, the application services, the Software, and any other services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. (c) Customer shall pay for any data communications telephone services. If Customer requires special telephone line configurations due to unique equipment or data requirements, SunGard Public Sector reserves the right to charge for analysis and design of such special configurations. (d) Suspension of Service. If in any instance, Customer fails to pay to SunGard Public Sector within thirty (30) days after SunGard Public Sector makes written demand therefor, and payment of the amount in question is not the subject of a bona fide dispute, then, in addition to preserving its rights to collect payment of the past-due amount and all accompanying late fees, and all other rights and remedies that SunGard Public Sector may have at law or in equity, SunGard Public Sector may, in its sole discretion and without further notice to Customer, suspend or reduce its performance of the Application Services. 5. Confidential Information. Except as otherwise permitted under this Agreement, the Receiving Party will not knowingly disclose to any third party, or make any use of the Disclosing Party's Confidential Information. The Receiving Party will use at least the same standard of care to maintain the confidentiality of the Disclosing Party'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 Receiving Party's receipt of that item. However, Customer's obligations to maintain the Software as confidential will survive in perpetuity. 6. Credit Toward In-house Licensing. As used in this Paragraph 6, "In-house Licensing" means procuring through SunGard Public Sector's standard license agreement, the right for Customer to run a copy of the Applications that are owned by SunGard Public Sector for Customer's use only, on hardware owned or leased by Customer at a facility which is owned or controlled by Customer. In the event Customer desires to run the Applications owned by SunGard Public Sector in-house (and has not previously procured a license for such in-house use), SunGard 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 (1%) 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 hereof, must have provided termination notice pursuant to the terms of this Agreement, must enter into SunGard Public Sector's standard license agreement, and must have paid all fees required to be paid to SunGard Public Sector. Maintenance and support services for the Applications that are owned by SunGard Public Sector will be available to Customer (and are recommended by SunGard Public Sector) under the terms of SunGard Public Sector's standard maintenance agreement. 7. Existing Products. For products listed in Appendix A as "Existing Products (Currently Licensed)" (Licensed Programs) of which Customer has licensed under a previous agreement, Customer shall retain the right to run a copy of the Licensed Program(s) on hardware owned or leased by Customer at a facility which is owned or controlled by Customer. Customer acknowledges that should they run a copy of the Licensed Program(s), maintenance services for said Licensed Program(s) will not be provided under this Agreement. Should Customer desire to receive maintenance services they will be required to enter into a separate software maintenance agreement with SunGard Public Sector. 8. Intellectual Property Indemnity by SunGard Public Sector. SunGard Public Sector 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 General Release Module infringes any United States copyright of others. SunGard Public Sector's obligations under this indemnification are expressly conditioned on the following: SunGard Public Sector ASP Agreement Rev.1.01.10 Page 4 of 14 2/15/2013 (i) Customer must promptly notify SunGard Public Sector of any such claim; (ii) Customer must in writing grant SunGard Public Sector 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 SunGard Public Sector's right to control the defense of the claim and negotiate its settlement or compromise); (iii) Customer must cooperate with SunGard Public Sector to facilitate the settlement or defense of the claim. If any Module is, or in SunGard Public Sector's opinion is likely to become, the subject of a United States copyright infringement claim, then SunGard Public Sector, at its sole option and expense, will either: (A) obtain for Customer the right to continue using the Module under the terms of this Agreement; (B) replace the Module with products that are substantially equivalent in function, or modify the Module so that it becomes non-infringing and substantially equivalent in function; or (C) refund to Customer the annual Application Services fee payable by Customer in the year that such claim or threatened claim arises. THE FOREGOING IS SUNGARD PUBLIC SECTOR'S EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 9. Term and Termination. (a) Application Services Term. The initial Application Services Term is for a period as stated in the Appendix A—Schedule A Order Form. Thereafter, the Application Services Term will automatically renew for consecutive one (1) year periods, unless terminated by either party by providing written notice one- hundred eighty days(180) days prior to the upcoming Application Services Term annual renewal date. (b) 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 SunGard Public Sector of a suspected Documented Defect will not constitute a notice of termination of this Agreement. (c) Effect of Expiration of Application Services Term or Termination of Agreement. Upon the expiration of the Application Services Term, or upon any earlier termination of this Agreement by either party, Customer's right to receive the Application Services and to use the Software as otherwise provided for in this Agreement terminates. Any use of the Software after the Application Services Term or after the termination of this Agreement is a violation of this Agreement, and further, may subject the user to additional claims under applicable law, including without limitation claims for violation of SunGard Public Sector's copyright interest in and to the Software. (d) Deconversion Assistance. If after any termination or expiration of this Agreement Customer converts to a different vendor's applications, SunGard Public Sector will provide, upon payment of SunGard Public Sector's then-current standard deconversion fee, reasonable assistance and documentation for such deconversion in order to 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. In the event Customer requests a non-standard deconversion, SunGard Public Sector shall be entitled to receive compensation for 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. (e) Survival of Obligations. All obligations relating to non-use and non-disclosure of Confidential Information and indemnity will survive termination of this Agreement. (f) 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. SunGard Public Sector ASP Agreement Rev.1.01.10 Page 5 of 14 2/15/2013 10. 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. 11. 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. 12. 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: SunGard Public Sector's assignment of this Agreement or of any SunGard Public Sector rights under this Agreement to SunGard Public Sector's successor by merger or consolidation or to any person or entity that acquires all or substantially all of its capital stock or assets; and SunGard Public Sector's assignment of this Agreement to any person or entity to which SunGard Public Sector transfers any of its rights in the Software. 13. 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. 14. 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 laws 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. 15. LIMITATIONS OF LIABILITY; DISCLAIMER OF WARRANTIES (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. SUNGARD PUBLIC SECTOR'S LIABILITY IN CONNECTION WITH THE APPLICATION SERVICES, THE SOFTWARE, ANY CONSULTING SERVICES, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE APPLICATION SERVICES FEES THAT CUSTOMER ACTUALLY PAID TO SUNGARD PUBLIC SECTOR IN THE IMMEDIATELY PRECEDING TWELVE(12)MONTH PERIOD. (b) EXCLUSION OF DAMAGES. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD PUBLIC SECTOR 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 SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE APPLICATION SERVICES AND/OR THE SOFTWARE, IN WHOLE OR IN PART. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. (d) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE SunGard Public Sector ASP Agreement Rev.1.01.10 Page 6 of 14 2/15/2013 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. 16. 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. The individual executing this Agreement on behalf of its party represents and warrants that he/she has full authority to bind such party to all terms, conditions and obligations of this Agreement. City of Opa Locka, Florida SunGard Public Sector BY: BY: PRINTED NAME: PRINTED NAME: PRINTED TITLE: PRINTED TITLE: DATE SIGNED: DATE SIGNED: SunGard Public Sector ASP Agreement Rev.1.01.10 Page 7 of 14 2/15/2013 APPENDIX A Schedule A-Order Form Customer Name: City of Opa Locka, Florida Yes No Initial Order Form X • Agreement Number: 130109 Replacement Order Form X 1. Commencement Date: Begins April 1, 2013 and expires fifty-four(54) months from the date the initial Monthly Access Fee is due under this Schedule A—Order Form. 2. Application Groups and Fees: Applications and/or Services Professional Monthly Service Fees Start-Up Fee Access Fee Existing Products Plus Series Fund Accounting-(GFPFAM)includes Purchasing- N/A 1,260 $ 4,025 (Currently Licensed) (GFPPUR), Plus Series Fixed Assets-(GFGFI)),Plus Series FL State Reports-(GFPRMD),Plus Series Miscellaneous Billing- (GCPMB), Plus Cash Receipting-(GCPCR),Plus Permitting- (GCPPM),Plus Code Enforcement-(GCPCE),Plus Business License-(GCPBL),Plus Utility Billing-(GCPUB), eGov Online- (GCPEGOS),eGov Utility Billing-(GCPEGUB),eGov Permitting- (GCPEGPM),eGov Inspections-(GCPEGIN),eGov Code Enforcement-(GCPEGCE),eGov Business License-(GCPEGBL), eGov Web Payments-(GCPEGWP) New 3rd Party Products Datango Unmodified Content-(DATANGO-UC) N/A N/A Included in (Not Currently Licensed for ASP) Monthly Access Professional Services FinancePlus Training-1 day @$1040 a day via the web-($1040). 21,565 N/A N/A CommunityPlus Training-3 days @$1040 a day via the web- ($3120). Installation($8575)&Project Management($4480)for upgrade to 5.0&9.0. Custom mod upgrade fee($4350). 3rd Party Product Cognos(Bundle 1,Optio eCom Integrate Bundle-(COPTIODCS), N/A N/A Included in (Currently Licensed) Four J's Compiler-(C4JSCOMPILER),Four J's Concurrent User Monthly Access License(30 user)-(C4JGENERO),Four J's Backup User License- Fee (CJ4J),Proliant DL 380R04,Windows 2003 Server Phone Support Hosting Services Setup&Configuration, Disaster recovery for SunGard Public Sector N/A N/A Included in applications. Monthly Access Fee Total: $ 21,565_ $ 1,260 $ 4,025 Application Groups and Fees Notes: Some additional network hardware components may be required at the customer site. SunGard Public Sector can work with your organization to identify what if any network components would be required. Customer will be contacted by the SunGard Public Sector Implementation Coordinator to begin the implementation process of this project upon receipt of startup fees. The Monthly Access Fee for any additional applications purchased will be placed on the same term as the original contract. All network devices are required to have a registered unique IP addresses. Also, pricing includes set up of five printers. Additional printer can be set up for a fee of$200 per printer. APPLICABLE TAXES ARE NOT INCLUDED IN THIS SCHEDULE,AND,IF APPLICABLE,WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S)BEING SENT SEPARATELY TO THE CUSTOMER. SunGard Public Sector ASP Agreement Rev. 1.01.10 Page 8 of 14 2/15/2013 3. Payment Terms: Professional Service Fees: 50%due on the Execution Date; balance of the respective category of service (Training, Installation, Project Management, Custom mod upgrade) due as completed. Monthly Access Fee: The initial Monthly Access Fee will be due on the Execution Date. 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 fifty-four(54) months at the rates listed below. Monthly Annualized Sample Annual Pricing Fees Fees April 1,2013-September 30,2013 $4,025.00 $24,150.00 (Partial Year) October 1,2013-September 30,2014 $4,025.00 $48,300.00 October 1,2014-September 30,2015 $4,025.00 $48,300.00 October 1,2015-September 30,2016 $4,025.00 $48,300.00 October 1,2016-September 30,2017 $4,025.00 $48,300.00 Following the initial term, Services will be provided on a year-to-year basis provided the Customer exercises the option and pays the then current Monthly Access Fee. Annual Maintenance Fee: Ongoing Custom Maintenance Fees shall be due prior to the start of the applicable maintenance period in the amount of$4,995.00, commencing at the end of the preceding maintenance period. Subsequent periods of Ongoing Custom Maintenance will be for twelve (12) months. Travel and Living Expenses: Travel and living expenses are in addition to the prices quoted above and will be invoiced as incurred and shall be governed by the SunGard Public Sector Corporate Travel and Expense Reimbursement Policy. Travel and living expenses actually incurred in prior months for which SunGard Public Sector is seeking reimbursement, shall also be invoiced monthly. Notes: Monthly Access Fees listed above are for the Applications and Services listed in this Schedule A-Order Form only. 2 Following the execution of this Schedule A-Order Form, any new Modification provided by SunGard Public Sector will be added to the next annual renewal period. 4. Maintenance Termination. Upon commencement of billing for the Monthly Access Fee, Customer acknowledges the termination of their current maintenance billing for the above listed applications in the "Existing Products (Currently Licensed)" and "Existing Third Party (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. Customer shall continue to pay Ongoing Customer Maintenance Fees described above. Customer has paid the amount of $13,492.90 for maintenance (invoice #49702 and #49730) covering the period of 6/1/12 through 5/31/13. A credit in the amount of the unused portion of such paid maintenance shall be applied toward Customers Monthly Access Fee. The unused portion of paid maintenance will consist of the amount unused as of the Commencement Date. Customer has not paid maintenance for the period 2/1/13-1/31/14 (invoice #59991). Customer shall remain responsible for the pro-rata portion of maintenance due under invoice #59991 for the period 2/1/13 through the Commencement Date. SunGard Public Sector ASP Agreement Rev.1.01.10 Page 9 of 14 2/15/2013 5. Modification Retrofits. For each non-standard Custom modification that was written by SunGard Public Sector or any Application that has had custom modifications performed 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 Term multiplied by the then current rate charged per object. 6. Third Party Software and Hardware. Unless otherwise provided for herein, warranty, modification retrofit and maintenance offerings by SunGard Public Sector for its Licensed Program(s) do not apply to any third party hardware or third party software supplied under this Supplement. SunGard Public Sector does not make any warranties nor provide any source code for any non-SunGard Public Sector products unless otherwise provided herein. The return and refund policy of each individual third party hardware or third party software supplier shall prevail unless otherwise provided herein. SunGard Public Sector ASP Agreement Rev. 1.01.10 Page 10 of 14 2/15/2013 APPENDIX B Standards Sheet PLUS: SYSTEM SUPPORT SERVICES—FinancePLUS, CommunityPLUS a. System Use: This Agreement permits Customer to use the software modules listed in Appendix A during normal business hours, subject to any concurrent usage limitations as set forth herein. A concurrent user is defined as a session in any of the applications in the corresponding product group, as listed in Appendix A, under the control of a Customer user currently logged into the SunGard Public Sector computer system. This limit may be raised only by mutual agreement and formal amendment to this Agreement; additional charges will apply. Customer agrees that use of these software modules is limited to Customer's own employees or contracted employees. SunGard Public Sector will provide non-exclusive hardware to operate Software on behalf of Customer. Live support is available 8 AM EST to 8PM EST. b. Administration: SunGard Public Sector will provide System Management Resources for computer server management, data storage and backup. System backups will be performed on a full-backup basis weekly, with partial-backups daily. SunGard Public Sector will schedule with the Customer in advance for routine maintenance and repairs performed at the SunGard Public Sector's data center. Generally, these activities are not performed during business hours; however, the Customer should anticipate SunGard Public Sector to schedule short periods of downtime quarterly. SunGard Public Sector will make every effort to schedule this maintenance period at least two weeks in advance. c. Network Responsibilities: SunGard Public Sector's responsibility for network communication terminates at the WAN connection on the router at SunGard Public Sector's location, and excludes the leased line, Customer routers and local computing infrastructure and Personal Computers at the Customer site. SunGard Public Sector will assume responsibility for the purchase, configuration, installation, and management of the data communications equipment hosted at SunGard Public Sector's facility and will hold title to same. d. System Performance: The Customer and SunGard Public Sector will work together to isolate performance bottlenecks, should they occur, and to identify whether they are related to the data communications link, the SunGard Public Sector computer server, or the Customer's local network. SunGard Public Sector shall provide sufficient Internet access bandwidth and server capacity for the duration of this Agreement to meet the reasonable performance requirements of the number of concurrent system users provided for in this Agreement. For purposes of this agreement, "reasonable performance requirements"shall mean the following: • End-user response time: typically 2-5 seconds to retrieve a single record using the primary indexed key • System availability: 98% available during normal business hours calculated on an annual basis. e. Interfaces or Custom Reports: Interfaces, custom reports, special formats, and other programming or set-up requests are not included in this Agreement, but can be provided by SunGard Public Sector under separate Agreement. SunGard Public Sector ASP Agreement Rev. 1.01.10 Page 11 of 14 2/15/2013 f. Creation/Setup of New Users: SunGard Public Sector will set up and create new users at the operating system level within two business days when requested by customer. g. On-Going Maintenance: SunGard Public Sector will be responsible for maintenance of the computer server(s) at SunGard Public Sector, the respective operating system(s), and the data communications equipment at SunGard Public Sector. SunGard Public Sector will update the computer server and operating system software as necessary to remain current with new releases of the software. h. Customer's Network, Personal Computers: The Customer's network and personal computers, including configuration, Microsoft Customer Access Licenses, and setup to use the products listed in Appendix A, are not included in this Agreement. i. Additional Accounts and Update Frequency: In addition to the Production Environment for Customer processing, SunGard Public Sector will provide a Test Environment. To provide the Test Environment, SunGard Public Sector will replicate the Production Environment into the Test Environment semi-annually. This replication shall be performed only after consultation with the Customer. Additional accounts or more frequent replication will be offered at the hourly rates then in effect. j. Creation/Setup of Remote Printers: Most reports generated by applications running in the SunGard Public Sector Data Centers can be output by users to printers defined within the Customer's desktop computer network. Some applications will require IP Addressable printers that support PCL (Printer Control Language) Version 5 or above. For these printers, associated print queues need to be uniquely defined and configured on the servers housed in the SunGard Public Sector Data Center. SunGard Public Sector will provide the set up for up to five (5) IP Addressable print queues at no additional charge. For each additional IP Addressable print queue the customer requires beyond the initial 5, SunGard Public Sector will bill a$200 setup fee. SunGard Public Sector will complete printer configuration changes within two business days when requested by customer. k. Disaster Recovery: In the event of a disaster which disables SunGard Public Sector's data center, SunGard Public Sector will make commercially reasonable efforts to recover the Customer's time critical systems for continued processing at the recovery location. If this occurs, Customer will be given an initial projection of estimated recovery time, and SunGard Public Sector will provide daily status updates thereafter to Customer concerning estimated recovery time frames. For the purpose of this Agreement, "commercially reasonable efforts" shall mean that SunGard Public Sector shall have a recovery project team working on and dedicated to the recovery effort. I. Specific Periodic Tasks Performed by SunGard Public Sector: In addition to the general items referenced above, the specific items listed below shall be performed periodically. Daily • Monitor previous night's backups and continuous logs • Monitor system performance and throughput • Perform Nightly backup of all Customer data • Perform Nightly Differential System Backups (system/software and related data files which have changed since the last full system backup) • Process any Printer/User requests Weekly • Perform Full Backups including delivery to off-site storage location to include: o 5 nightly backups o 4 weekly backups SunGard Public Sector ASP Agreement Rev.1.01.10 Page 12 of 14 2/15/2013 o 12 monthly backups o Year end backup kept on a permanent basis • Test failover to data center generator • Monthly • Check space in File Systems • Check space in Swap file • Check Wide Area Network statistics As Necessary • Perform Operating System, Third Party, and SunGard Public Sector Software upgrades • Add users and printers • Modify users and printers • Restore data as identified by customer • Update database statistics and indexes • Design, implement, and execute disaster recovery procedures • Build and maintain communication circuit m. Customer Responsibilities. i. Printing. The Customer is responsible for all printing, using compatible local printers. No print jobs will print at SunGard Public Sector and all physical printing requirements will be handled by the Customer. Printers must support TCP/IP and be PCL5 compliant. For IP addressable print queues, any Jet-Direct compatible printer may be used. If the printer is not Jet-Direct compatible or routed through external servers, additional software or services may be required. ii. Existing Environment. The Customer is responsible for any issues arising from the existing LAN, existing data communications configuration, hardware, or software at the Customer's site. Specifically, the Customer is responsible for all elements of their existing infrastructure. If any Customer site application updates (either hardware or software) are needed, they will be the responsibility of the Customer. iii. Application Set Up. The Customer assumes responsibility for application software setup, setup and maintenance of user security within the software applications testing, and operation, such as chart of accounts, setup, posting strategies, common code setup, etc. User/site based administrative tasks are the responsibility of the Customer (e.g. report generation/creation, printing, local configuration, defining user security, etc.). iv. Leased Lines and Data Communications Equipment. The Customer will connect to the SunGard Public Sector data center over the Internet. The Customer assumes responsibility for the leased lines, Internet access, and the data communications equipment to support the leased lines, Internet access (excluding the router equipment at SunGard Public Sector's facility), including installation, troubleshooting, maintenance, management, and any contracts related thereto. Customer will assume responsibility for the purchase, configuration, installation, management and on-going support of the data communications equipment and will hold title to same (excluding the router equipment at SunGard Public Sector's facility). v. User Set Up and Management. The Customer will perform all user setup and maintenance at the application level. vi. Facility Restrictions. The Customer is responsible for costs associated with any special requirements or restrictions of Customer's office facility that preclude the installation of telecommunication or other necessary equipment required for this project. SunGard Public Sector ASP Agreement Rev. 1.01.10 Page 13 of 14 2/15/2013 vii. Maintenance and Support. Effective application software administration is the key to a successful installation and smooth on-going system operation. An individual (or two) must be designated as a primary focal point of contact for communication between Customer's organization and SunGard Public Sector, and will handle the daily coordination of issues raised within your organization regarding the use of SunGard Public Sector's application software products. The responsibilities of this individual would include: 1. Communicating with SunGard Public Sector's Support personnel for problem reporting and resolution 2. Provide first level application software support to end users 3. Train new staff on software applications 4. Maintain any unique procedural documentation to your organization 5. Diagnose and resolve minor user procedural problems SunGard Public Sector ASP Agreement Rev.1.01.10 Page 14 of 14 2/15/2013 Faye Douglas From: Newall J. Daughtrey [ndaughtrey @opalockacra.com] Sent: Wednesday, March 20, 2013 4:18 PM To: Faye Douglas Cc: ndaughtrey @opalockacra.com Subject: RE: Expense Summary Report- Feb 2013 Ms. Douglas: 1. Account #515120 salaries regular now $100,000. 00 should be reduced to $70,000.00 2. Account#515340 other contracted services now $-0- should be increased to $30,000.00 The $17,500.00 that is listed in account# 515340 is a payment to GreenspoonMarder law firm for legal work for May,June , July, August, and September 2012 at the rate of$2,500.00 per month ($2,500.00 x 5 = $12,500.00). The $5,000.00 payment is for legal services for October and November of 2012 at the rate of$2,500.00 per month. Note: Last year's budget for account# 515340 other contracted services has a balance of$15,000.00 which is enough to cover the $12,500.00 billing from GreenspoonMarder. Thank you, Newall J. Daughtrey Executive Director of the CRA From: Faye Douglas [mailto:fdouglas @Opalockafl.gov] Sent: Tuesday, March 05, 2013 4:02 PM To: Newall J. Daughtrey Subject: Expense Summary Report - Feb 2013 Attached is the expenditure summary for your Department as of the end of February. The personnel expenses line items(i.e. salary, retirement, FICA, insurance) are incomplete as these expenses are posted after the month is ended. They should be posted within the next 10 days and will give you a complete picture of all expenses thru the end of February. However, all of the other line items are current. All purchase orders that have been approved or payments made as of the end of February are accounted for. Please review and let me know if you have any questions. Also let me know if you would like to see the detail expense report for your department. -Faye 1 41 ` 1i c _ mss SUNGARD PUBLIC SECTOR �� � 44, W ' l -- PLUS SERIES 4,� Application Hosting Service - SunGard Public Sector offers an optional Application Service Provider w solution as well as an Application Backup Service for the PLUS SERIES 1 , a ' 'v�* '' products through our dedicated 24x7 application hosting data center. �, Most importantly, this secure data center is backed by SunGard Data Recovery Systems, one of the largest and strongest data recovery services in the world. Functionality Application Service Provider: Our Application Backup Service: Should you Application Service Provider(ASP)option have our PLUS SERIES applications provides your organization the ability to installed at your location,this optional access and utilize our PLUS SERIES offering provides a nightly backup service software solutions without having to install for your data and would allow you to run any hardware or software at your location. your PLUS SERIES applications from our Users would simply'click' on an ICON to secure data center in the event of an instantly access the applications and their emergency or loss of computing resources at data over the Internet.All application your site. We can bring your PLUS SERIES features, processing and data access would data and applications up on our servers behave exactly as if the software were within one business day of receiving installed on site.Without having to notification.Your organization can continue purchase hardware, operating systems, to run on our application hosting servers databases, software licenses, upgrades, via the Internet until such time as your local etc., this approach substantially reduces computing resources are restored, or a upfront implementation costs and offers a new processing location is established. very predictable monthly fee. It also The components of the service include significantly reduces your technical staff's initial setup, nightly automated data backup time spent on system administration and and transfer to our servers, annual systems maintenance tasks.At the same time,you tests, and hosted processing on the ASP have the security of knowing that you have servers if required. complete control over your data and can access the applications from anywhere at anytime.