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Home My WebLink About2019-02-19-J01J Termination and Release Agreement _Infor Public SectorAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: February 19, 2019 AGENDA ITEM:Consideration of approval of a resolution approving a Termination and Release Agreement by and between the City of Waukee, Iowa and Infor Public Sector Inc. FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: On July 18, 2017 the City entered into a Subscription License and Services Agreement with Infor Public Sector Inc. The term of the agreement was for three years. As Public Works staff worked with the software there were several deficiencies in data access. Public Works staff worked with Infor customer service to resolve the issues staff were experiencing, and Infor were unable to resolve the issue. In June 2018, the City Attorney began engaging with the software provider. Infor claims the issues experienced by City staff are issues with the City’s computer system and software applications. City staff disputes that conclusion and believes the issue lies with deficiencies in the Infor platform. The City Attorney has been able to negotiate a resolution subject to Council Approval. The total cost of the software is $95,982.00 over the 3-year term of the contract. The City has paid $31,944.00 for the first year. The remaining balance on the contract is $64,038.00. The City owes $18,634 to February 1, 2019. We have been able to negotiate an early termination of the contract for a total payment of $31,944.00 (amount owed through Feb 1, 2019 plus $13,310.00). FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: $31,944.00 COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve the resolution ATTACHMENTS: I. Resolution II. Termination and Release Agreement PREPARED BY: Beth Richardson REVIEWED BY: Rudy Koester PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: J1J THE CITY OF WAUKEE, IOWA RESOLUTION 19- APPROVING TERMINATION AND RELEASE AGREEMENT IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, on July 10, 2017, the Waukee City Council approved a Subscription License and Services Agreement with Infor Public Sector, Inc., (Resolution #17-318); AND, WHEREAS, the parties to the contract wish to terminate the contractual and licensing relationship; AND, WHEREAS, the City Attorney has reviewed the agreement and finds it satisfactory. NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council that the Termination and Release Agreement with Infor Public Sector, Inc., is hereby approved. Passed by the City Council of the City of Waukee, Iowa, and approved this the 19th day of February, 2019. ____________________________ William F. Peard, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman R. Charles Bottenberg Courtney Clarke Shelly Hughes Larry R. Lyon Termination and Release Agreement This Termination and Release Agreement (this “Agreement”) is made and entered into as of the last date of signature below (the “Effective Date”) between Infor Public Sector Inc. (“Infor”) and City of Waukee (“Licensee”). Infor and Licensee may each be referred to herein individually as a “Party” and collectively as the “Parties.” WHEREAS, Infor and Licensee are parties to a Subscription License and Services Agreement each dated July 18, 2017 and a related SaaS Order Form dated July 18, 2017, all pursuant to which Licensee obtained a license to various Infor software and related support and professional services (collectively the “Software and Services”); WHEREAS, without admitting any liability on either part, the Parties wish to terminate their contractual and licensing relationship and forever resolve any potential for dispute between them relating to the contract and license and any claims that may exist, whether known or unknown, by either party in any way related to the Software and Services or the sufficiency thereof (the “Claims”) amicably in accordance with the terms herein; NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows: 1) Provided Licensee, within 10 business days of the Effective Date, pays Infor US$ 31,944.00, the Subscrption Licenase and Services Agreement and all related Order Form(s) are hereby terminated in in full. Licensee will receive no refunds with respect to any amounts paid by Licensee nor are any additional amounts due. Licensee will discontinue further use of all Component Systems licensed under the Subscrption Licenase and Services Agreement and the related Order Form(s). 2)The Parties acknowledge that this Agreement fully and finally resolves all claims it has or may have up to the Effective Date related to the Software and Services and the Claims. The Parties respectively, and on behalf of itself, its affiliates, and its and their respective officers, directors, employees and agents, hereby releases the other Party, and its predecessors and affiliates, and each of its and their respective officers, directors, employees and agents from any and all claims, demands, obligations, damages and liabilities of any nature whatsoever, whether known or unknown, related to the Software and Services, and the Claims. Without limiting the generality of the foregoing, the Parties waive all rights under California Civil Code Section 1542 (or any similar provision of law of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 3)This Agreement supersedes all prior communications, understandings and agreements between the Parties regarding the subject matter hereof. Any amendments or additions to this Agreement shall be made in writing. 4)The Parties agree that neither this Agreement nor any of the terms herein constitute any admission of liability by any Party. (5). Each Party agrees not to disparage or discredit the business, products or services of the other Party. Discussions by the Licensee, its agents and employees at meetings held in accordance with Iowa Code Chapter 21 and or the release of records in accordance with Chapter 22 of the Iowa Code shall not be considered a violation of this provision. 5)This Agreement may be executed in counterparts. An executed document that has been delivered via fax or electronic means shall be treated as an original. 6)This Agreement shall be construed, and all disputes arising out of this Settlement shall be resolved, according to the laws of Iowa, without regard to any choice of law provisions thereof. 7)Each Party shall bear its own costs with respect to this Agreement, except as otherwise agreed. 8)All terms, conditions and obligations contained in this Agreement can be waived or modified only by written agreement. Forbearance or indulgence in any form or manner, or course of dealing, by a party shall not be construed as a waiver, nor in any way limit the remedies available. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Settlement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Settlement shall remain in full force and effect as if the agreement had been entered into without the invalid portion. Whereas, the Parties have executed this Settlement through the signatures of their respective authorized representatives. Infor Public Sector, Inc. City of Waukee Signature: Signature: ______________________ Name (Printed): Name (Printed): William F. Peard Title: Title: Mayor Date: Date: 02/19/2019