HomeMy WebLinkAboutR-01-0073J-01-20
1/22/01
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RESOLUTION NO. f J, 1 .0
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENTS(S), BY A FOUR-FIFTHS
AFFIRMATIVE (4/5 THS) VOTE, RATIFYING,
APPROVING AND CONFIRMING THE CITY MANAGER'S
EXECUTION OF AN AGREEMENT, IN SUBSTANTIALLY
THE ATTACHED FORM, WITH EVARE, LLC, FOR THE
LEASING OF AN INVESTMENT MANAGEMENT AND
FINANCIAL TRANSACTION SOFTWARE SYSTEM FOR THE
DEPARTMENT OF FINANCE, FOR A PERIOD OF THREE
(3) YEARS, AT A TOTAL COST NOT TO EXCEED
$11,300; ALLOCATING FUNDS FROM GENERAL FUND
PROJECT NO. 001000.260301.340 FOR SAID
SYSTEM.
WHEREAS, the Department of Finance (the "Department")
required an Investment Management and Financial Transaction
Software System to assist the Department in making sound and
prudent decisions for the investment of the City of Miami's
surplus funds, including downloading of interest rates, and to
perform all necessary calculations specified by the Governmental
Accounting Standard Board Statement No. 31; and
WHEREAS, the Department, in conjunction with the Department
of Information Technology, solicited, reviewed and evaluated the
investment management systems of (1) EVARE Desktop by EVARE, LLC;
CITY COb"IISSION
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----------------
(2) Sympro Fixed Income Resource Management by Sympro; and (3)
Sunguard Financial System by Sunguard; and
WHEREAS, evaluation factors considered for each of the
software systems, included, but were not limited to, performance,
speed, functional capabilities, price, security, and data
integrity; and
WHEREAS, EVARE Desktop, designed by EVARE, LLC, was deemed
to be the most advantageous system in meeting the costs and the
needs of the Department, as the system's costs were more than
fifty percent (50%) less annually than the existing costs for the
City's utilization of the Sunguard Financial Systems application;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. By a four-fifths affirmative (4/5tns) vote,
the City Manager's execution of an agreement, in substantially
the attached form, with EVARE, LLC, for the leasing of an
Investment Management and Financial Transaction Software System
for the Department of Finance, for a period of three (3) years,
at a total cost not to exceed $11,300, is ratified, approved and
Page 2 of 3
confirmed, with funds allocated from General Fund Project
No. 001000.260301.340 for said system.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.'/
PASSED AND ADOPTED this 25th day of January , 2001.
JOE CAROLLO, MAYOR
In accordance with Miami Cede Sec. 2.36. since the Mayor did not indicate apptaval of
this legislation by signing it in the designated place provided, said Ieglslatk n now
becomes effective with the elapse of ten (10) days Yom the d Commission
regarding same, without the Mayor 0(preisl v to.
Walter J. F Clerk
ATTEST:
WALTER J. FOEMAN
CITY CLERK
1� If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was passed and adopted.
If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
Page 3 of 3 3
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EVARE
Evare LLC
41 Second Avenue
Burlington MA 01803
Phone: 781-270-5691 ext. 274
Fax: 781-273.2175
Supplement to License, Maintenance and Installation Agreement
This Supplement, dated August 20, 1999 (the "Supplement'), to the License,
Maintenance and Installation Agreement dated August 20, 1999 between Evare, LLC and
the Licensee named therein (the "Agreement"), relates to the Data identified below. All
capitalized terms used herein and not separately defined have the meanings ascribed to
them in the Agreement or in the Services Agreement (as defined below), as the case may
be. This supplement is between Evare and the City of Miami ("Licensee") for the
transmission of the data described below and is authorized under the Agreement and the
Service Agreement.
Background. Evare has entered into a Services Agreement, dated as of January 1,
1999 (the "Services Agreement'), between Evare and Interactive Data Corporation
C'Innteractive"), pursuant to which Interactive (a) has licensed to Evare certain rights
relating to the Data, as such term is used in the Services Agreement (consisting of certain
securities pricing and other information), and (b) will transmit the Data to Licensee for
use with the Products, subject to the restrictions set forth in the Services Agreement.
This Supplement constitutes the Data Agreement, as such term is used in the Services
Agreement. Evare will furnish a copy of the relevant portions of the Services Agreement
to Licensee on the request of Licensee.
1. Evaluation. Licensee, if it has not previously accessed Interactive Data
prices through Evare Desktop, may test or evaluate the Gei Prices Module and access
Interactive Data prices at no cost for 30 days. During the evaluation period, Licensee
may, at no cost, access prices and all other data for not more than 30 days.
Evaluation prices will be used for test purposes only and may not be used for
commercial gain. At the end of the Evaluation period, test prices must be deleted from
Licensee's Evare Desktop database. If Licensee wishes to keep and use prices from the
test period, it will be billed accordingly.
In the event that Licensee at any time accesses Data comprised of Evaluations (as
hereinafter defined) of Fixed Income Securities and certain other data related to such
securities, the following additional provisions shall apply:
(a) Fixed Income Securities are complicated financial instruments. There are
many methodologies (including computer-based analytical modeling and individual
security evaluations*) available to generate approximations of their market value. and
there is significant professional disagreement about which is best. No evaluation method.
including those used by Interactive, may consistently generate approximations that
correspond to actual "traded" prices of the instruments.
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(b) Interactive's methodologies generate Evaluations; however, Licensee
acknowledges that there may be errors or defects in Interactive's software, databases, or
methodologies that cause resultant evaluations to be inappropriate for use in certain of
Licensee's applications.
(c)Licensee acknowledges and agrees that it assumes all responsibility for
edit checking, external verification of evaluations, and ultimately the appropriateness of
use of Evaluations and other pricing data provided via the Service in Licensee's
applications, regardless of any efforts made by Interactive in this respect. Licensee agrees
to indemnify and hold Interactive completely harmless in the event that errors, defects, or
inappropriate Evaluations are made available to Licensee via the Service.
For purposes of this Supplement, the term "Evaluation" means: (i) mathematically
derived approximations of estimated value, or (ii) individual security evaluations for
miscellaneous issues, such as non -investment grade issues and issues with special terms and
conditions which may not fit into any of Interactive's current evaluation models. Evaluations
are not the transaction price at which an investment can be purchased or sold in the market,
since no evaluation can correspond to or approximate the actual market price which could
be obtained by the end user on any given day for any particular security. Mathematically
derived Evaluations are based upon certain market assumptions and evaluation
methodologies reflected in proprietary algorithms and may not conform to trading prices or
information available from third parties. In evaluating those miscellaneous issues described
above, Interactive's evaluators concentrate on market integrity within both market sector and
issuer, examine the individual characteristics of each issue and confer with broker/dealers
and other information sources. Evaluations are sometimes referred to as "pricing services"
or "prices" solely for convenience of reference. Interactive is an investment adviser
registered with the U.S. Securities and Exchange Commission.
* Individual security evaluations are used for miscellaneous issues that may not
fit into any of Interactive's current evaluation models. These issues are evaluated on a
case by case basis. Interactive's evaluators concentrate on integrity within both market
sector and issuer, examine the individual characteristics of each issue, and confer with
broker/dealers and other information sources. Market sources are contacted by
Interactive's evaluators when appropriate for the particular issue. These issue types
include but are not limited to non -investment grade issues and issues with special terms
and conditions. These issues are subject to the same quality control standards applied to
other evaluations provided by Interactive.
2 Sublicense Commencing on the date hereof on if Licensee elects to test
or evaluate the Data, on such date, if any, as Licensee shall select by written notice to
Evare not later than seven days following conclusion of the test or evaluation period,
Licensee shall be granted a non-exclusive, non -transferable, limited sublicense (the
"Sublicense"), for the Term of the Services Agreement, to use the Data in conjunction
with the Products, for use by Licensee for Licensee's Internal Use. which means use for
Licensee's benefit generally within a specific department, including. but not limited to,
preparation of hardcopy reports, but is not intended to be for further dissemination in
electronic form or for construction of products or services that would compete with any
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of the Services or with the Products. Internal Use does not include use for the benefit of
a parent or affiliated organization of Licensee or joint venture to which Licensee is a
Party.
3. Services. Evare disclaimer. Pursuant to the Services Agreement,
Interactive ha's agreed to provide Services to Evare, including the Data and certain related
support services. So long as the Sublicense shall..remain in effect, Evare will pass
through to Licensee the Data and other related Services Evare receives from Interactive,
so far as relevant to the Sublicense. Licensee understands that the Services originate in
their entirety with Interactive and that Evare will, not independently perform any of the
Services. Therefore, Licensee will assert no claim whatsoever against Evare in
connection with Licensee's receipt of the Services except to the limited extent that Evare
fails to pass through the Services to Licensee as received by Evare from Interactive.
4. Fees. So long as the Sublicense shall remain in effect and Licensee shall
be receiving the Services, Licensee will be billed on the following basis:
(a) The Monthly Minimum Fee for each month of each year of the
term of this Supplement will be billed by Evare to Licensee annually in advance.
(b) Upon the request of Licensee, Evare will render to Licensee a
monthly statement of the activity of the Licensee during the preceding month and
the Per Quote Fees incurred by Licensee based on its usage of Interactive Data
prices resulting therefrom.
(c) Promptly following each year of the term of this Supplement,
Evare will render to Licensee a statement of the activity of Licensee during such
year and an invoice, showing any balance due Evare by Licensee as a result of the
Minimum Monthly Fees and the Per Quote Fees due from Licensee in respect of
such year
(d) Notwithstanding the terms of Section 4(c) of this Supplement, in
the event the Per Quote Fees incurred by Licensee shall for any month or any
three or six month period exceed 5001a of the Monthly Minimum Fee for such
month or months, Evare reserves the right thereafter to render statements on a
monthly, quarterly or semi-annual basis, in its discretion,- instead of on an annual
basis.
1T�hef Monthly Minimum Fee provides client access to ,7Interacti�v`eT Data Prices via Evare
1 eS;7!0- Pe- ! U,1+- reTS V".'. �1= �.0 CFse2 ry each iii�li�liUlA4i 1.1 SIRDate co b-nat'C'n
r
retrieved. The Monthly Minimum Fee and Per Quote Fees will be as stated in the
'Interactive Data Security Pricing Fee Schedule" in effect from time to time. A copy of
the Schedule presently in effect is attached hereto. Licensee understands that the
Services Agreement permits Interactive to change its pricing. The net monthly fee will
be equal to the greater of the Monthly Minimum Fee or the sum of the Per Quote Fees
resulting from Licensee's activities during each month. All fees due hereunder from
Licensee will be payable not later than 30 days after Evare's statement with respect
01- '73-
thereto has been furnished to Licensee. Licensee will keep books, records and related
documentation with respect to its use of the Data and will permit Interactive and Evare to
audit and examine the same, all as described in more detail in the Services Agreement.
5. Limitations on Liability. As stated in Section 3, the Services to be provided
to Licensee will be furnished by Interactive, through the facilities of Evare. Under these
circumstances, Evare will not be responsible to Licensee for any loss, cost or liability
incurred by Licensee arising out of the Services or any failure of Interactive to provide
the Services as contemplated hereby. In addition to and without limiting the generality of
the foregoing:
(a) INTERACTIVE AND ITS SUPPLIERS MAKE NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE
DATA IN NO EVENT SHALL INTERACTIVE OR ANY OF ITS SUPPLIERS HAVE
ANY LIABILITY TO LICNESEE ARISING FROM OR RELATING TO ANY LOSS,
INJURY, DAMAGES OR EXPENSES SUFFERED OR SUSTAINED BY LICENSEE
OR ANY OTHER ENTITY CLAIMING BY OR THROUGH LICENSEE INCLUDING
ATTORNEYS' FEES OCCASIONED BY OR THROUGH THE DATA AND/OR
ACCESS THERETO, WHETHER OR NOT RESULTING FROM THE NEGLIGENCE
OF INTERACTIVE OR ANY OF INTERACTIVE'S SUPPLIERS.
(b) Licensee hereby covenants and agrees to indemnify, defend and hold
Interactive and all of Interactive's past, present or future officers, directors, shareholders,
subsidiaries, affiliates, employees, agents and representatives and Interactive's suppliers of
the Data (collectively, the "Indemnitees') harmless from and against any and all claims,
ydamages, liabilities, costs, losses and expenses (including, without limitation, all judgments,
costs and reasonable attorneys' fees and amounts paid in settlement or compromise of any
litigation) of any land or nature whatsoever which may be sustained or suffered by any of
the Indemnitees which, directly or indirectly, may be based upon, result from, relate to or
arise out of (i) any claim by any third party regarding the accuracy or completeness of any
of the Data supplied by Interactive to Evare for use by Licensee, or (ii) any data,
information, service, report, analysis or publication derived from such Data
6. Evare Warranties. EVARE MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR. A PARTICULAR
PURPOSE OR ANY OTHER MATTER, WITH RESPECT TO THE DATA OR THE
OTHER SERVICES. IN NO EVENT SHALL EVARE HAVE ANY LIABILITY FOR
ANY UNAUTHORIZED N40DIFIC ATION TO OR ?NIISUSE OF .kN-Y PORTION OF
THE SERVICES, OR FOR ANY LIABILITY RESULTING FROM USE OF THE
SERVICES IN A MANNER NOT INTENDED UNDER THIS SUPPLEMENT OR THE
SERVICES AGREEMENT.
7. Confidential and proprietary information.
(a) Licensee shall treat as confidential and shall not knowingly coP), or
duplicate (other than for use as emergency back-up and in the normal course of
performing processing on Licensee's computer) or knowingly disclose to any person or
organization any confidential information which is submitted to Licensee and identified
by the disclosing party in writing as confidential in nature ("Confidential Information").
Licensee shall not be liable for the disclosure of any Confidential Information that: (i) is
in the public- domain at the time of disclosure; (ii) was in the possession of or
demonstrably known by Licensee prior to its receipt from the disclosing party; (iii) is
independently developed by Licensee without use of any Confidential Information
provided by the disclosing party; or (iv) becomes known to Licensee from a source other
than the disclosing party without breach of Licensee's obligations under this Supplement.
In addition, Licensee may disclose Confidential Information if such disclosure is required
by law, regulation or judicial order provided that Licensee under such circumstances
gives the disclosing party reasonable notice and a reasonable opportunity to protect its
interests in the Confidential Information prior to making such disclosure
(b) Licensee acknowledges and agrees that the Services, the Data, all related
Data formats, all Data delivery methods, the information contained in the Data, all related
documentation and all information, software, computer programs, and computer software
programs in both source and object code form contained in or used to generate the Data
are and shall remain the exclusive property of Interactive or its suppliers, as the case may
be, and are copyrighted, trade secret and/or proprietary information of substantial value to
Interactive and/or its suppliers (collectively, the "Proprietary Information"). Licensee
shall treat all Proprietary Information as proprietary and shall not divulge or disclose, nor
permit any of its employees or agents to divulge or disclose, any Proprietary Information
to any person, except (i) as expressly permitted under the sublicense provisions of
Section 2 of this Supplement; or (ii) if such disclosure is required by law, regulation or
judcial order, provided that Licensee gives Interactive reasonable notice and a reasonable
opportunity to protect its interests in the Proprietary Information prior to making such
disclosure. Licensee further acknowledges and agrees that nothing in this Agreement or
any course of conduct between Evare or Interactive and Licensee shall be deemed to
grant Licensee any rights in or to all or any portion of the Proprietary Information, except
for the nonexclusive, nontransferable limited license to use the Data set forth in Section 2
hereof.
8. Marks. In providing the Services to Licensee, Interactive may from time to
time make reference to product names or other names or marks " that Interactive, or its
suppliers, consider proprietary ("Marks"), such as the identification numbers and
descriptions of securities created by Standard & Poor's CUSIP Service Bureau ("CSB")
and known as CUSIP Numbers and CUSIP Uniform Descriptions. Licensee
ackFio•";eogCs that such numbers and descriptions were created by CSB through the
expenditure of considerable work, time and money. Licensee agrees to protect the
proprietary and copyright position of CSB and of the American Bankers Association in
such numbers or descriptions both during and after the term of this Agreement. Licensee
will not transfer such numbers or descriptions both during and after the term of this
Agreement. Licensee will not transfer such numbers or descriptions. or extracts
therefrom or summaries thereof, to an}, other person or organization. It is not intended
hereby to publish any or all of such numbers or descriptions furnished hereto; provided.
however, that this Section 8 shall not be deemed to prohibit the use of such numbers and
5 01-- 73
descriptions in the normal course of processing security transactions or in the normal
course of business of Licensee, so long as the use of such numbers and descriptions is not
intended to and does not serve in any way for the purpose of the creation or maintenance
of a file of CUSIP numbers or descriptions for itself or for any other person or
organization and is not intended to create and maintain and does not serve in any way as
a substitute fet any CUSIP service offered generally by CSB. Licensee shall not use the
Marks alone or in connection with other words, without the consent of Interactive or the
relevant supplier, as applicable.
9. Term and termination. The term of this Supplement shall continue until
the earliest of (a) the termination of the Term of the Services Agreement; (b) the
termination of the term of the Agreement; (c) not less than 90 days after Licensee shall
furnish Evare a written notice of its election to terminate the term hereof as of the date
specified in such notice; or (d) 30 days (or 7 days in the event of any failure by Licensee -
to pay all sums due hereunder) after notice by Evare or Licensee to the other that such
other has failed to comply with any material term of this Supplement or the Services
Agreement, unless such failure is cured within such 30 day or 7 day period.
10. Interactive as third party beneficiary. Licensee acknowledges that
Interactive is an intended third party beneficiary of certain of the terms of this
Supplement and may enforce its rights hereunder directly against Licensee in an
appropriate case.
11. Miscellaneous. Except as expressly provided in this Supplement, the
terms of the Agreement shall remain in effect and govern the relationships between Evare
and Licensee. In the event of any conflict between or among the terms of this
i-> Supplement, the Agreement or the Services Agreement regarding the subject matter of
this Supplement, including without limitation the Services, the terms of the Services
Agreement shall supercede the terms of this Supplement and the terms of this
Supplement shall supercede the terms of the Agreement.
Executed by the parties as of the date first above written.
EVARE, LLC
By:
Bryan M. Gleason
Chief Financial Officer
Evare, LLC
Atte
By:
Susan Farley
Treasurer
Evare, LLC
LIC SE Ci of Miami
By:
Donald C011-
lqari
w, Cit 'lanager
APPROVED A RE ESSi
TV
o E. SoldeviIla, Administrator
6 Department of Risk Wanagemenc�t
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EVARE"
A
EVARE DESKTOPTm LEASE/PURCHASE FORM
LICENSEE INFORMATION
Company Name CITY OF MIAMI
Contact Name PETER CHIRCUT
Contact Title
Address 444 SW SECOND AVENUE, 6TH FLOOR
City MIAMI State FL ZIP 33130
Phone ( 305) 415 - 1945 Fax ( ) -
Email Address
Fiscal Year End
Operating System ❑ Windows 95/98 E]Windows NT
PRODUCT INFORMATION
Product Description RVARR DES[TOP
Level of Service . . K] Bronze [] Silver ❑ Gold
Interactive Data Pricing (year one); [] Yes ❑ No
Modem E] Yes E] No
PAYMENT TERMS
Summary of start-up, annual license grant and maintenance fees (not including fees for
Interactive Data Pricing service).
::::.
Payment year one $ 4,100.M (INCLUDES $500 STAY EE)
Payment year two $ 3, 600.00 -
Payment year three $ 3., 600.00
LICENSEE APPROVA
Effective Date of Ag
Licensee Signature
Name
Title
Sales Representative
CITY OF MIAMI, FLORIDA 6 A
INTER -OFFICE MEMORANDUM
TO: Honorable Mayor and Members
of the City Commission
FROM: 0
!anagTer;_
DATE:
C City
RECON�IIlI IENDATION:
JAN 17 2001 FILE:
SUBJECT: Proposed Resolution:
Authorizing Lease of
EVARE DESKTOP
REFERENCES: Software system
ENCLOSURES:
It is respectfully recommended that the City Commission adopt the attached resolution
ratifying, approving and confirmed the City Manager execution of a three (3) year lease
agreement with Evare L.L.C., a Non -Minority, located at 41 Second Avenue, Burlington,
Massachusetts 01803 to procure leasing of an investment software system for the City's
Finance Department, at a total leasing agreement cost not to exceed $11,300.00. Funds
are available from the General Fund Project No. 001000.260301.340.
BACKGROUND:
The Finance Department requests to lease the Investment Management and Financial
Transaction software system for 3 years, which would enable the Finance Department to
perform all the necessary calculations specified by the Governmental Accounting
Standard Board Statement No. 31. It will allow the Finance Department to make sound
and prudent decisions for the investment of the City's surplus funds, which includes
downloading of interest rates for sound investment decisions. This system is replacing
Sunguard Timesharing System that the City was leasing at a cost of $12,000.00.
The Finance Department, in conjunction with the Department of Information
Technology, solicited, reviewed, and evaluated various investment management systems:
(1) Evare Desktop, designed by Evare, L.L.C., (2) Syhpro Fixed Income Resource
Management, designed by Syhpro and (3) Sunguard Financial System, designed by
Sunguard. Factors considered in the evaluation of the software systems included, but
were not limited to, performance, speed, functional capabilities, price, security and data
integrity.
The software system application (EVARE DESKTOP) designed by Evare L.L.C. was
determined to be the most advantageous system in meeting the needs of the Finance
Department. This system will reduce the cost over fifty nine percent (59%) annually over
Sunguard Financial Systems, the current application.
SJS/PC/mm
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TO: C.A. Gimenez
City Manager
FROM: Pete Chircut, Treasurer
Finance Department
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
DATE: November 22, 2000 FILE:
SUBJECT: Authorizing Lease of
EVA RE DESKTOP
Software system
REFERENCES:
ENCLOSURES:
The Finance Department has verified that funds are available with the Management
& Budget Department, for the leasing of an investment software system for the City's
Finance Department in an amount not to exceed $11,300.00. Funding is available
from the General Fund Project No. 001000.260301.6.340.
BUDGETARY REVIEW AND APPROVAL
a
2 Gw 2�
iz,
Linda Haskins, Director
t Department of Management & Budget
PC/gmb
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