HomeMy Public PortalAboutAgreement_2010-09-08_SunGard Public Sector Inc_PentamationAPPLICATION 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 Temple City, CA 9709 Las Tunas Drive, Temple City, CA 91780
("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.
Concurrent Sessions are calculated on the number of User ID's.
"Customer Emoiovees" 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 Parry
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 Pa " 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.
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"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
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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, as otherwise provided for in
Appendix A. 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.
(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.
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(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 Customers 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.
Existinq 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.
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:
(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
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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 the 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 90 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.
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 Ma'leure. 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,
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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 Laws 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
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.
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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 Temple City, CA
BY:
PRINTED NAME: ,lose E. Pulido
PRINTED TITLE: City Manager
DATE SIGNED: September 8, 2010
SunGard Public Sector ASP Agreement
Rev. 1.01.10
SunGard Public Sector Inc.
BY:—q�V
PRINTED NAME; Thomas V. Huber or Inc
PRINTED TITLE:
DATE SIGNED: T I 1 d I 10
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Customer Name:
Agreement Number:
APPENDIX A
Schedule A - Order Form
of Temple City, CA
1049-100645-1
Yes No
Initial Order Form X
Replacement Order Form X
Initial Term: Begins September 1, 2010 and expires thirty-six (36) months from the date the initial
Monthly Access Fee is due under this Schedule A — Order Form.
2. Application Groups: Start -Up Fees and Monthly Access Fees
APPLICABLE TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, 1F APPLICABLE, WILL BE ADDED TO THE
AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER,
3. Payment Terms:
Start -Up Fee: Due upon receipt of invoice.
Monthly Access Fee: The initial Monthly Access Fee will be due September 1, 2010.
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 thirty-six (36) months at the rates
listed below.
SunGard Public Sector ASP Agreement
Rev. 1.01.10
Months 1 —12 $ 1,950.00 per month or $23,400.00 per year;
Months 13 — 24 $ 2,028.00 per month or $24,336.00 per year;
Months 25 — 36 $ 2,109.00 per month or $25,309.00 per year;
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.
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Applications and/or Services
Monthly Ace ass
Start -Up Fee
Fee
New PLUS Products
eFinancePlus - Financial Accounting (includes General
S 5,120.00
S 1,950.00
(Not Currently Licensed)
Ledger, Project Accounting. Budgeting, Accounts
Payable, Purchasing, State Regulatory Software), 4
days training "Travel expenses apply if training is
done onsite instead ofwebex
New Third Party Products for ASP (Not
Optio, Four J's Com piler, Four J's Concurrent User
Included in Star[-
Included in
currently licensed)
License (5 seals), Cognos 8, SQL
Up fee
Monthly Access
Fee
Existing Open Series Products
Open Series Fund Accountant, Fixed Assets
Included in
(Currently Licensed)
Monthly Access
Fee
Existing Third Party Products
Informix, Informix Standard Engine Development
Included in
(Currently Lie ansad)
License, Informix Standard Engine Runtime License,
MonlhlyAccess
Cognos 7, Optio, SCO Unix
Fee
Hosting Services
Setup & Configuration, Disaster recovery for SunGard
Included in Start-
Included in
Public Sector applications
Up fee
Monthly Access
Fee
Total Proposed System:
1 $ 51-20,001
$ 1,950.00
APPLICABLE TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, 1F APPLICABLE, WILL BE ADDED TO THE
AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER,
3. Payment Terms:
Start -Up Fee: Due upon receipt of invoice.
Monthly Access Fee: The initial Monthly Access Fee will be due September 1, 2010.
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 thirty-six (36) months at the rates
listed below.
SunGard Public Sector ASP Agreement
Rev. 1.01.10
Months 1 —12 $ 1,950.00 per month or $23,400.00 per year;
Months 13 — 24 $ 2,028.00 per month or $24,336.00 per year;
Months 25 — 36 $ 2,109.00 per month or $25,309.00 per year;
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.
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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.
= Monthly Access Fees for any additional applications purchased will be placed on the same term as the
original contract.
3 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.
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. eFinance Plus See
Appendix A for details. eCommunity Plus — If customer wishes to obtain electronic authorization for
credit cards, debit cards or checks via VeriSign this module requires the customer to establish a Payflow
Link account with Verisign (approximate cost — one time setup fee of $180 plus $20/month for up to 500
transaction).
4. Maintenance Fees. The amount of Eighteen Thousand Seven Hundred Forty Dollars and Seventy Six
Cents ($18,740.76) billed on invoice number 20560 and 20613 of the unused portion of maintenance for
the period of July 1, 2010 through June 30, 2011 will be absolved from the Customer's account.
5. 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)" Maintenance
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. 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.
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APPENDIX B
Standards Sheet
SYSTEM SUPPORT SERVICES - eFinancePLUS, BusinessPLUS, eSchooIPLUS, IEPPLUS.
a. System Use: This Agreement permits Client to use the software modules listed in Exhibit 1
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 Exhibit 1, under the control of a client 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. Client agrees that use of these software modules is
limited to Client's own employees or contracted employees. SunGard Public Sector will provide non-
exclusive hardware to operate Software on behalf of Customer.
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.
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.
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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 1, 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 1P 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 1P Addressable print queue the customer requires beyond the
initial 5, SunGard will bill a $200 setup fee.
SunGard 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.
t. 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:
0 5 nightly backups
0 4 weekly backups
o 12 monthly backups
o Year end backup kept on a permanent basis
• Test failover to data center generator
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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. Client Responsibilities.
I. Printing. The Client is responsible for all printing, using compatible local printers.
No print jobs will print at SunGard and all physical printing requirements will be handled by
the Client. 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 Client is responsible for any issues arising from the
existing LAN, existing data communications configuration, hardware, or software at the
Client's site. Specifically, the Client is responsible for all elements of their existing
infrastructure. If any Client site application updates (either hardware or software) are
needed, they will be the responsibility of the Client.
iii. Application Set Up. The Client 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 Client (e.g. report
generation/creation, printing, local configuration, defining user security, etc.).
iv. Leased Lines and Data Communications Equipment. The Client will connect to
the SunGard data center over the Internet. The Client 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's facility), including installation,
troubleshooting, maintenance, management, and any contracts related thereto. Client 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's facility).
V. User Set Up and Management. The Client will perform all user setup and
maintenance at the application level.
vi. Facility Restrictions. The Client is responsible for costs associated with any special
requirements or restrictions of Client's office facility that preclude the installation of
telecommunication or other necessary equipment required for this project.
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 Client's
organization and SunGard, and will handle the daily coordination of issues raised within your
organization regarding the use of SunGard's application software products.
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The responsibilities of this individual would include:
1. Communicating with SunGard 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
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