HomeMy Public PortalAboutSunGardFROM : FAX NO. : Rpr. 28 2011 03:21PM PB
CUSTOMER No, ; CONTRACT NO. 110275
SOFTWARE LICENSE AND SERVICES AGREEMENT
BETWEEN
SunGard public Sector Inc.
a Florida corporation
with headquarters at:
1000 Business Center Drive
Lake Mary, FL 32746
("SunGard public Sector")
AND
Gulf Stream Police Department, FL
248 Sea Road
Gulf stream, FL 33483
(for purposes of this Agreement, "Customer")
By the signatures of their duly authorized representatives below, SunGard Public Sector and Customer,
Intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits,
Supplements, Schedulas,Appendices, and/orAddendallo this Agreement,
The terms and conditions contained in this Agreement, Including prices, will be honored as set forth
herein, provided the Agreement Is fully executed and delivered by March 31, 2011.
Gulf Stream Police Department, FL
BY:
PRINTNAME: ry ,7—
PRINTTITLE; Gey/,fi
DATE SIGNED:
BPS Limn 7111201 o
SunGard Public Sector Inc,
1
BY; FJ
PRINT NAME
AND TITLE: J -AV 1 P,:; A R.7zArrr,n
DATE SIGNED:
Page 1 of 18
THIS AGREEMENT is made between SunGard Public Sector Inc. and Customer as of the Execution
Date. The parties agree as follows:
1. Definitions.
"Baseline" means the general release
version of a Component System as updated to the
particular time in question through both SunGard
Public Sector's warranty services and SunGard
Public Sector's Maintenance Program, but without
any other modification whatsoever.
"Component System" means any one of the
computer software programs which is identified in
Exhibit 1 as a Component System, including all
copies of Source Code, Object Code and all
related specifications, documentation, technical
information, and all corrections, modifications,
additions, improvements and enhancements to
and all Intellectual Property Rights for such
Component System.
"Confidential Information" means non-public
information of a party to this Agreement.
Confidential Information of SunGard Public Sector
includes the Software, all software provided with
the Software, and algorithms, methods,
techniques and processes revealed by the Source
Code of the Software and any software provided
with the Software. Confidential Information does
not include information that: (i) is or becomes
known to the public without fault or breach of the
Recipient; (il) the Discloser regularly discloses to
third parties without restriction on disclosure; or
(iii) the Recipient obtains from a third party without
restriction on disclosure and without breach of a
non -disclosure obligation.
"Delivery Address" means the Customer
shipping address set forth in Exhibit 1 as the
Delivery Address.
"Delivery Date" means, for each Component
System, the date on which SunGard Public Sector
first ships the Component System to the Delivery
Address F.O.B. SunGard Public Sector's place of
shipment.
"Discloser" means the party providing its
Confidential Information to the Recipient.
"Defect" means a material deviation
between the Baseline Component System and its
documentation, for which Defect Customer has
given SunGard Public Sector enough information
to enable SunGard Public Sector to replicate the
deviation on a computer configuration that is both
comparable to the Equipment and that is under
SunGard Public Sector's control.
"Execution Date" means the latest date
shown on the signature page of this Agreement.
"Eauioment" means a hardware and
systems software configuration meeting the
"Equipment" criteria set forth in Exhibit 1.
"Exhibit 1" means, collectively: (i) The
schedule attached to this Agreement which is
marked as "Exhibit 1," including all attached
Software Supplements; and (ii) any schedule also
marked as "Exhibit 1" (also including any attached
Software Supplements) that is attached to any
amendment to this Agreement. Other appendices
to this Agreement are numbered sequentially and
are also "Exhibits."
"Intellectual Property Rights" means all
patents, patent rights, patent applications,
copyrights, copyright registrations, trade secrets,
trademarks and service marks and Confidential
Information.
"Software" means the Component Systems
listed in Exhibit 1.
I
"Customer Employees" means: (i)
Customer's employees with a need to know; and
(li) 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.
"Obiect 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.
"Recipient" means the party receiving
Confidential Information of the Discloser.
"Software Supplement" means, with respect
to a Component System, the addendum provided
as part of Exhibit 1 that contains additional terms,
conditions, limitations and/or other information
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SPS License 7/1/2010
pertaining to that Component System. If any
terms of a Software Supplement conflicts with any
other terms of this Agreement, the terms of the
Software Supplement will control.
"Source Code" means computer programs
written in higher-level programming languages,
sometimes accompanied by English language
comments and other programmer documentation.
2. Right to Grant License and Ownership.
SunGard Public Sector has the right to grant
Customer this license to use the Software. Except
as otherwise indicated in a Software Supplement,
SunGard Public Sector owns the Software.
3. License. Subject to the terms and conditions
of this Agreement, SunGard Public Sector grants
Customer a perpetual, non-exclusive, non-
transferable license to use and copy for use the
Software on the Equipment within the United
States of America for Customer's own, non-
commercial computing operations. Any rights not
expressly granted in this Agreement are expressly
reserved.
(a) Source Code. SunGard Public Sector
has placed the Source Code for those SunGard
Public Sector -proprietary (as opposed to third
party -owned) Component Systems identified in
Exhibit 1 in escrow with Iron Mountain Intellectual
Property Management ("Iron Mountain") pursuant
to a Source Code Escrow Agreement between
Iron Mountain and SunGard Public Sector
("Escrow Agreement"). SunGard Public Sector
updates such Source Code escrow deposits at
least one a calendar year. Such Source Code will
only be made available on the release terms of the
Escrow Agreement, and only to those SunGard
Public Sector licensees that have elected to be
named "Preferred Beneficiaries" under the Escrow
Agreement by executing a Preferred Beneficiary
Acceptance Form and paying Iron Mountain the
beneficiary fee specified by Iron Mountain (as of
the Execution Date, approximately $700 per year).
SunGard Public Sector will provide Licensee with
a copy of the Preferred Beneficiary Acceptance
Form at Licensee's request.
(b) Object Code. Customer has right to use
the Software in Object Code form. Customer also
has the right to use the Software in Object Code
form temporarily on another SunGard Public
Sector -supported configuration, for disaster
recovery of Customer's computer operations.
(c) Documentation. Except as otherwise
provided for in the applicable Software
Supplement, Customer can make a reasonable
number of copies of the documentation for each
Component System for its use in accordance with
the terms of this Agreement.
(d) 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. 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, without
in each instance obtaining SunGard Public
Sector's prior written consent and, if required, a
validated export license from the Office of Export
Administration within the U.S. Department of
Commerce and such other appropriate United
States governmental authorities.
(e) Intellectual Property Rights Notices.
Customer is prohibited from removing or altering
any of the Intellectual Property Rights notice(s)
embedded in or that SunGard Public Sector
otherwise provides with the Software. Customer
must reproduce the unaltered Intellectual Property
Rights notice(s) in any full or partial copies that
Customer makes of the Software.
4. Services.
(a) Generally. SunGard Public Sector will
provide Customer with the information services
identified in Exhibit 1, for the fees provided in
Exhibit 1.
(b) Additional Services. SunGard Public
Sector, can also provide Customer with additional
information services, at SunGard Public Sector's
then -current rates, or at such other rates as are
agreed to by the parties in an amendment to this
Agreement.
(c) Workmanlike Skills. SunGard Public
Sector will render all services under this
Agreement in a professional and workmanlike
manner. SunGard Public Sector will promptly
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SPS License 7/1/2010
replace any SunGard Public Sector personnel that
are rendering services on-site at a Customer
facility if Customer reasonably considers the
personnel to be unacceptable and provides
SunGard Public Sector with notice to that effect,
provided that such replacement does not violate
any law or governmental regulation applicable to
such personnel replacement.
(d) Conditions On Providing Services In
each instance in which SunGard Public Sector is
providing Customer with services, SunGard Public
Sector and Customer will develop a project plan
that identifies each party's responsibilities for such
services. The project plan will describe in detail
the tentative schedule and the scope of services
that SunGard Public Sector will provide.
Customer will establish the overall project
direction, including assigning and managing the
Customer's project personnel team. Customer
must assign a project manager who will assume
responsibility for management of the project.
Customer must ensure that the Equipment is
operational, accessible and supported at the times
agreed to by the parties in the project plan. While
SunGard Public Sector is providing such services,
Customer must provide SunGard Public Sector
with such facilities, equipment and support as are
reasonably necessary for SunGard Public Sector
to perform its obligations, including remote access
to the Equipment.
6. Delivery. Except as otherwise provided in
Exhibit 1, SunGard Public Sector will deliver all
Component Systems to Customer at the Delivery
Address.
6. Payment and Taxes.
(a) Payment.
(i) License Fees. Fees for the
Software will be due to SunGard Public Sector as
provided for in Exhibit 1.
(ii) Professional Services Fees.
Except as otherwise provided in Exhibit 1, fees for
professional services will be invoiced on a monthly
basis in arrears and will be due within thirty (30)
days from the date of invoice. Customer will
reimburse SunGard Public Sector for actual travel
and living expenses that SunGard Public Sector
incurs in providing Customer with services under
this Agreement. Such travel and living expenses
will be governed by SunGard Public Sector's
Corporate Travel and Expense Reimbursement
Policy and will be invoiced on a monthly basis in
arrears and 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 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 plus three percent
(3%); and (ii) the highest rate permitted by
applicable law, and will be payable to SunGard
Public Sector on demand.
(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 Software,
any 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). Scheduled Resource Changes: For
training and on-site project management sessions
which are cancelled at the request of Customer
within fourteen (14) days of the scheduled start
date, Customer is responsible for entire price of
the training or on-site project management plus
incurred expenses.
7. Limited Warranty, Disclaimer of Warranty
and Election of Remedies.
(a) Limited Software Warranty by SunGard
Public Sector and Remedy For Breach For each
Component System, SunGard Public Sector
warrants to Customer that, for a period of twelve
(12) months after the Delivery Date, the Baseline
Component System, as used by Customer on the
Equipment for its own, non-commercial computing
operations, will operate without Defects. For each
Defect, SunGard Public Sector, as soon as
reasonably practicable and at its own expense, will
provide Customer with an avoidance procedure for
or a correction of the Defect. If, despite its
reasonable efforts, SunGard Public Sector is
unable to provide Customer with an avoidance
procedure for or a correction of a Defect, then,
Page 4 of 16
SPS License 71112010
subject to the limitations set forth in Section 16 of
this Agreement, Customer may pursue its remedy
at law to recover direct damages resulting from
the breach of this limited warranty. These
remedies are exclusive and are in lieu of all other
remedies, and SunGard Public Sector's sole
obligations for breach of this limited warranty are
contained in this Section 7(a).
(b) Disclaimer of Warranty. The limited
warranty in Section 7(a) is made to Customer
exclusively and is in lieu of all other warranties.
SUNGARD PUBLIC SECTOR MAKES NO
OTHER WARRANTIES WHATSOEVER,
EXPRESS OR IMPLIED, WITH REGARD TO
ANY SERVICES PROVIDED UNDER THIS
AGREEMENT 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.
SUNGARD PUBLIC SECTOR EXPRESSLY
DOES NOT WARRANT THAT THE SOFTWARE,
IN WHOLE OR IN PART, WILL BE ERROR
FREE, WILL OPERATE WITHOUT
INTERRUPTION OR WILL BE COMPATIBLE
WITH ANY HARDWARE OR SOFTWARE
OTHER THAN THE EQUIPMENT. CUSTOMER
WAIVES ANY CLAIM THAT THE LIMITED
WARRANTY SET FORTH IN SECTION 7(A) OR
THE REMEDY FOR BREACH OF SUCH
LIMITED WARRANTY FAILS OF ITS
ESSENTIAL PURPOSE.
(c) Abrogation of Limited Warranty The
limited warranty in Section 7(a) will be null and
void if: (i) anyone (including Customer) other than
SunGard Public Sector modifies the Baseline
Component System; or (ii) Customer does not
implement changes that SunGard Public Sector
provides to correct or improve the Baseline
Component System. If despite any modification of
the Component System, SunGard Public Sector
can replicate the reported problem in the Baseline
Component System as if the problem were a
Defect, then SunGard Public Sector will
nonetheless provide Customer with an avoidance
procedure for or a correction of that reported
problem for use in the Baseline Component
System as though the reported problem were a
Defect.
(d) FAILURE OF ESSENTIAL PURPOSE.
THE PARTIES HAVE AGREED THAT THE
LIMITATIONS SPECIFIED IN SECTIONS 7 AND
16 WILL SURVIVE AND APPLY EVEN IF ANY
LIMITED REMEDY SPECIFIED IN THIS
AGREEMENT IS FOUND TO HAVE FAILED OF
ITS ESSENTIAL PURPOSE, AND
REGARDLESS OF WHETHER CUSTOMER HAS
ACCEPTED ANY SOFTWARE OR SERVICE
UNDER THIS AGREEMENT.
8. Confidential information. Except as
otherwise permitted under this Agreement, the
Recipient will not knowingly disclose to any third
party, or make any use of the Discloser's
Confidential Information. The Recipient will use at
least the same standard of care to maintain the
confidentiality of the Discloser'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
Recipient's receipt of that item. However,
Customer's obligations to maintain both the
Software and any software provided with the
Software as confidential will survive in perpetuity.
9. 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 Baseline
Component System 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; (iv) the
claim must not arise from modifications or (with
the express exception of the other Component
Systems and third party hardware and software
specified by SunGard Public Sector in writing as
necessary for use with the Software) from the use
or combination of products provided by SunGard
Public Sector with items provided by Customer or
others. If any Component System is, or in
SunGard Public Sector's opinion is likely to
become, the subject of a United States copyright
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SPS License 7/1/2010
infringement claim, then SunGard Public Sector,
at its sole option and expense, will either: (A)
obtain for Customer the right to continue using the
Component System under the terms of this
Agreement; (B) replace the Component System
with products that are substantially equivalent in
function, or modify the Component System so that
it becomes non -infringing and substantially
equivalent in function; or (C) refund to Customer
the portion of the license fee paid to SunGard
Public Sector for the Component System(s) giving
rise to the infringement claim, less a charge for
use by Customer based on straight line
depreciation assuming a useful life of five (5)
years. THE FOREGOING IS SUNGARD PUBLIC
SECTOR'S EXCLUSIVE OBLIGATION WITH
RESPECT TO INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS.
10. Term and Termination.
(a) 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 parry 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
Defect will not constitute a notice of termination of
this Agreement.
(b) Effect of Termination Upon termination
of this Agreement by either party, Customer will
promptly return to SunGard Public Sector or (at
SunGard Public Sector's request) will destroy all
copies of the Software, and will certify to SunGard
Public Sector in writing, over the signature of a
duly authorized representative of Customer, that it
has done so.
(c) Survival of Obligations All obligations
relating to non-use and non -disclosure of
Confidential Information and indemnity will survive
termination of this Agreement.
(d) 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.
11. 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.
12. 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.
13. Assignment. Neither parry 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.
14. 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.
15. Choice of Law: Severability. This
Agreement will be governed by and construed
under the laws of the State of Florida, without
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SPS License 7I1I2010
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.
16. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF SUNGARD
PUBLIC SECTOR. SUNGARD PUBLIC
SECTOR'S LIABILITY IN CONNECTION WITH
THE SOFTWARE, ANY SERVICES, THIS
LICENSE OR ANY OTHER MATTER RELATING
TO THIS AGREEMENT WILL NOT EXCEED
THE FEE THAT CUSTOMER ACTUALLY PAID
TO SUNGARD PUBLIC SECTOR (OR, IF NO
DISCRETE FEE IS IDENTIFIED IN EXHIBIT 1,
THE FEE REASONABLY ASCRIBED BY
SUNGARD PUBLIC SECTOR) FOR THE
COMPONENT SYSTEM OR SERVICES GIVING
RISE TO THE LIABILITY.
(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) 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.
17. 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.
Page 7 of 16
SPS License 7/7/2010
EXHIBIT 1
Customer: Gulf Stream Police Department, FL
Delivery Address: 246 Sea Road, Gulf Stream, FL 33483
SOFTWARE"':
Qty Part# Component System License Fee
Mobile Computing
4 MCT -CLIENT MCT CLIENT- DIGITAL DISPATCH $ 3,980.00
TOTAL LICENSE FEE $ 3,980.00
Notes to Software Table:
1 Customer's right to use the underlying Component System is strictly conditioned upon the execution of
SunGard Public Sector's Agency Access Agreement by and among SunGard Public Sector, Customer,
and City of Delray Beach, FL.
2 Note: Mobiles applications do not include AVL hardware.
SERVICES"':
Qty. Part# Description
Project
Training Management
Mobile Implementation Services
1 MCT-USR-TRN MCT USER TRAINING
$ 640.00
1 MCT-PROJ-MGNT I PROJECT MANAGEMENT SERVICES
$ 640.00
TOTAL SERVICES FEE:
$ 640.00 $ 640.00
Notes to Services Table:
Pricing is a good faith estimate based on the information available to SunGard Public Sector at the time
of execution of this Agreement. The total amount that Customer will pay for these services (i.e., the
"TOTAL SERVICES FEE") will vary based on the actual number of hours of services required to complete
the services. If required, additional services will be provided on a time and materials basis at hourly rates
equal to SunGard Public Sector's then -current list price rates for the services at issue.
2 Travel and living expenses are additional and will be billed monthly as SunGard Public Sector renders
the services.
PAY AGENCY PRODUCTS:
=Qtp.rt
Hardwarea Initial Annual
Pa Agency Products Software Services Maintenance
None
PayWcencv Products Totals
SUMMARY OF COSTS
Price
Component Systems $ 3,980.00
Services 1,280.00
Total $ 6,260.00
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SPS License 71112070
APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE, WILL BE
ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE
CUSTOMER.
The amounts noted above shall be payable as follows:
License Fee: 100% on the Execution Date.
Project Management: 100% on the Execution Date.
Training Fees: On invoice, upon completion.
EQUIPMENT: Host(s) or client server configuration (s) and/or combinations of host(s) and client server
configuration(s) within the United States of America for which SunGard Public Sector supports the
Software. Customer acknowledges that certain Component Systems of the Software may require specific
host or client configurations. Customer, as soon as reasonably practicable, will provide a detailed written
description of the Equipment so that SunGard Public Sector can confirm that it is a configuration on which
SunGard Public Sector supports use of the Software.
NOTICE: To use any of the Software, Customer must also obtain, install on the Equipment and maintain
SunGard Public Sector -supported versions of certain software products and software/hardware
peripherals. By this notice, SunGard Public Sector is advising Customer that Customer should consult
with its SunGard Public Sector Professional Services representative to obtain a written listing of such
necessary software products and software/hardware peripherals. General Project Conditions are as
follows:
GENERAL PROJECT CONDITIONS
- Applies to
Item 1: This Agreement is based on the assumption that a Windows 2000 or higher Domain
is already in place and functional. If this is not the case, the Customer is required to
provide all necessary equipment and services for such implementation.
Item 2: The Customer shall provide a certified TCP/IP network with all communications
equipment and any other required components. The cabling of this network,
installation of punch down panels, hubs, routers, etc. will be the responsibility of the
Customer. Additionally, the Customer is responsible for acquiring software that is
needed for monitoring and maintaining the network.
Item 3: SunGard Public Sector always recommends the highest performance connection
for all LAN and WAN connections. Listed below are SunGard Public Sector's
recommendations in order of highest throughput:
a. 1 Gb CAT5 (LAN) or Fiber (WAN)
b. 100 Mb CAT5 (LAN) or Fiber (WAN)
c. 10 Mb CAT5 (LAN) or Fiber (WAN)
d. Line of Site Technology
Item 4: If applicable, all RMS/JMS Workstations must be connected to a 10 Mb/sec or
faster TCP/IP LAN. SunGard Public Sector recommends a 100 Mb/sec Switched LAN
for optimum performance.
Page 9 of 16
SPS License 7/1/2010
Item 5: If applicable, all CAD Workstations must be connected to a dedicated 100 Mb/sec
switched TCP/IP LAN.
Item 6: The Customer is responsible for the physical placement of all CAD and/or
RMS/JMS workstations and certifying that they are operational on the Customer's
network, SunGard Public Sector will load our CAD and/or RMS/JMS software on up to
five (5) CAD and/or RMS/JMS workstations and train the Customer on the loading
process.
Item 7: SunGard Public Sector's CAD Application Software interfaces with the E911
telephone switch via an RS -232 Serial Cable. The Customer must provide this cable
(with accurate pin -outs) to connect their E911 ALI Controller's CAD Port to the
SunGard Services Workstation's serial port. The maximum length of this cable is 50
feet. In the event that a single CAD Server is servicing multiple communication
centers (one CAD Server and multiple E911 ALI sources), a SunGard Public Sector
Services Workstation will be required for each PSAP for proper ALI functionality. The
Customer must also provide SunGard Public Sector with accurate ALI interface data
formats from their E911 Vendor.
Item 8: In acquiring SunGard Public Sector's Message Switch and Mobile Software, the
Customer is responsible for all of the associated costs for wireless, WAN and LAN
communication with the local provider/State/NCIC networks. This may include the
following:
I. Dedicated Line
ii. Any encryption to meet State and FBI requirements
iii. DSU to State
iv. Any wireless carrier charges and setup
v. Any installation Charges
vi. Recurring charges or costs
vii. Surcharges by the State
Item 9: The Customer shall implement an Uninterruptible Power Supply (UPS) system for
all servers and all CAD workstations. This can be at the machine level or at the site
level. SunGard Public Sector recommends the use of an enterprise level Master UPS
and external generator for full power backup.
Item 10: SunGard Public Sector software is designed for use with laserjet printers for report
output in order to utilize the wider margins available. Report output on non -laser
printers (inkjet, dot-matrix, etc.) may be adequate, but is not guaranteed by SunGard
Public Sector.
Item 11: Virtual Environment Platform
Infrastructure Overview.
The server hardware may be made up of physical servers, virtual servers (using
VMware ESX), or a combination of the two, provided, however, that following
conditions apply.
Customer and VMware are responsible for selecting the appropriate VMware
application software and solution.
VMware supports a set of certified operating systems and hardware. Customer and
VMware are responsible for any interactions and/or Issues that arise at the hardware
or operating system layer as a result of their use of VMware.
Page 10 of 16
SPS License 71112010
The use of a VMware virtual machine adds software overhead, which may impact
performance or scalability. Any statements made by SunGard Public Sector on
expected product performance on a hardware platform cannot be interpreted to apply
to a virtual machine running on the same hardware platform. Customer must allocate
at least an equivalent amount of virtualized resources to the OSSI systems in order to
address performance issues. The VMware organization can provide information on
how to tune your environment to maximize the performance within a virtual machine.
If a performance issue is reported, the VMware layer, as well as the software, will be
suspect in the research. Any research required on the VMware performance will be
the responsibility of the Customer.
SunGard Public Sector will use commercially reasonable efforts to investigate
.potential issues with OSSI software running in conjunction with VMware. Where
issues are confirmed to be unrelated to the VMware software, SunGard Public Sector
will support Its software in a manner that Is consistent with support provided when that
software is running natively under the host operating system.
Required and/or optional software vendors may: not support VMware software. These
vendors may require the issue to be reproduced independently from VMware
software.
DESCRIPTIONS:
Part Number: MCT -CLIENT
Description: MCT CLIENT- DIGITAL DISPATCH
Long Description: Workstation license for the application software for the mobile unit allows the unit to receive and transmit
digital (silent) dispatching, car -to -car and car -to -console messaging, premises and call Information, magstripe reading (where
available), perform local, State and NCIC queries, and receive search Information and mugshots from RMS.
Any additional hardware must be purchased separately.
Part Number: MCT-USR-TRN
Description: MCT USER TRAINING
Long Description: Training for end-users (10 people max.) on base MCT. Topics Include viewing and updating unit status
Information, searching, and messaging. Does not Include training on MFR. Class duration = 4 hours.
Part Number: MCT-PROJ-MGNT
Description: PROJECT MANAGEMENT SERVICES
Long Description: Includes professional services from SunGard OSSI for management oversight and coordination with the
Customer's project management, SunGard OSSI's Internal resources and any third party vendors. Includes coordinating with
the Customer's Project Manager all SunGard OSSI related deliveries such as application software, Implementation services, and
scheduling of SunGard OSSI's resources with the Customer.
Number of Software Supplements Attached: 3
Page 11 of 16
SPS License 711/2010
GIS SOFTWARE SUPPLEMENT
Customer is solely responsible for providing SunGard Public Sector with accurate and complete data in
connection with any Component Systems and SunGard Public Sector services relating to Geographic
Information Systems ("GIS"), maps or other geographic analysis.
Customer must provide SunGard Public Sector with accurate GIS resources and accurate data in an
ASCII EOO format file or Shape (SHP) format file for street centerlines containing:
• Block ranges (address ranges are required)
• Street names
• Street prefixes
• Street suffixes
• Jurisdiction/City Code
• X/Y Coordinate pairs for each street segment (referred to as "ARCS" by ARCINFO)
Customer, and not SunGard Public Sector, is solely responsible for the accuracy of Customer's street
inventory and all attribute data associated with street segments. Common data errors and inaccuracies
include:
• Missing streets
• Missing street segments
• Missing intersections
• Errors in street names, street prefixes and street type
Without limiting Customer's obligation to provide accurate data, SunGard Public Sector will return to
Customer a list of the logical errors discovered by SunGard Public Sector when Customer's street
inventory and attribute data are reviewed by SunGard Public Sector's editing/data validation utility tool
("Validation Tool"). The Validation Tool checks for the following logical errors:
• Address range undershoots
• Address range overshoots
• Missing street names
• Missing street ranges
Customer, and not SunGard Public Sector, is solely responsible for correcting all errors and ensuring the
accuracy of all GIS provided data. Customer is additionally responsible to digitize all required map layers
to support the Public Safety GIS -based CAD and RMS subsystems.
Page 12 of 16
SPS License 717/2010
DATA ACCESS SUBSCRIPTION SUPPLEMENT
1. Additional Definitions.
"Agency" means any law enforcement organization that hosts an Agency Database on its own
computer system and that makes its Agency Database available for query and retrieval access by
other law enforcement agencies having a public service interest In obtaining the information
contained on that Agency Database.
"Agency Database" means a compilation of data related to law enforcement, public safety or
emergency activities, events or records, made available by an Agency for remote, electronic
access. Each Agency maintains sole control over the nature and extent of access to its own
Agency Databases.
"Data Sharing Network" means the combination of hardware, software and Agency Databases
that enable Agencies to exchange data electronically through Internet protocols.
"Security System" means the combination of a User ID, an Agency Code and a password that
uniquely identifies each individual using the Data Sharing Network, and that is required in order for
such individual to obtain access to the Server and Agency Databases via the Server.
"Server" means the computer system maintained and operated by SunGard Public Sector, and
through which Users obtain remote access to Agency Databases.
"User" means Customer, and Includes for purposes of this Supplement the User's employees
and agents on a "need to know" basis. Where the Exhibit 1 to which this Supplement is attached
identifies a limitation on the number of "Sworn Officers," the term "User" shall mean only that
quantity of sworn police officers or State/NCIC query -certified officers employed by User. For the
avoidance of doubt, no license is deemed granted to any person meeting the definition of "User'
other than Customer itself. The right that any other User acting for on behalf of Customer has
pursuant to this Supplement is derivative of Customers right of use.
2. Access Subscription to Data Sharing Network. In connection with Customer's license to
use the RMS Component Systems as otherwise provided for in the Agreement, Customer, as the
"User," is also obtaining a subscription to access and use the Data Sharing Network, subject to the
following additional terms and restrictions:
a. For the term provided for in Section 2(b) below, Customer will have the right to access the
Server to participate in and use the Data Sharing Network. Customers subscription to use
the Data Sharing Network (the "Subscription") permits Customer to send queries and to
receive information from Agency Databases made available by other participating Agencies.
In connection with the Subscription:;
1. User may create on-line or printed reports of information retrieved from Agency Databases,
and reproduce, reformat, print, display and distribute internally such reports, consistent with
Users normal Internal procedures.
ii. Notwithstanding the foregoing, User is prohibited from copying, distributing or displaying any
information obtained from the Data Sharing Network for commercial sale, redistribution,
broadcast or transfer, or to otherwise use such information in breach of any duty of
confidentiality or privacy; and further, User is prohibited from allowing any other person or
entity from using the information in any manner that is prohibited by the terms of this
Supplement.
iii. User shall not, nor authorize or enable anyone else to, access the Server or use the
Software or Data Sharing Network except as expressly permitted in this Supplement.
Page 13 of 16
SPS License 7/7/2070
The Subscription will be co -terminus with the term during which Customer is a subscriber to
"Improvements" for the Baseline RMS Component Systems pursuant to the Software
Maintenance Agreement entered into by the parties on or about the Execution Date. For the
avoidance of doubt, neither Customer nor any User having access to the Data Sharing
Network pursuant to Customer's Subscription will have any right to access the Data Sharing
Network if Customer is no longer a subscriber to Improvements for the Baseline RMS
Component Systems pursuant to the Software Maintenance Agreement.
3. Security System. User has sole responsibility and liability for the use and security of all user
IDs, Agency Codes and passwords provided by it to any individual. User will comply with all
policies and procedures established by SunGard Public Sector from time to time related to the
issuance, validation and use of individual passwords. User will promptly notify SunGard Public
Sector of the identity of the individual assigned to a particular password, of the cancellation or
expiration of a password, and of the loss or misuse of any password or other Security System
element. All passwords are subject to cancellation or suspension by SunGard Public Sector at any
time and without notice, if SunGard Public Sector has reason to believe that a password has been
or is being utilized in any manner or for any purpose not expressly authorized under this
Supplement.
4. Services. Each Agency Database and all information available through the Data Sharing
Network is created by and is under the care, custody and control of, the individual Agencies that
makes the same available to the Data Sharing Network. SUNGARD PUBLIC SECTOR
DISCLAIMS ALL RESPONSIBILITY OR LIABILITY WHATSOEVER FOR THE CONTENT OF
ANY AGENCY DATABASE OR RETRIEVED INFORMATION, FOR ITS ACCURACY,
COMPLETENESS OR TIMELINESS OR FOR ANY DELAY OR NON-AVAILABILITY OF THE
DATA SHARING NETWORK OR ANY DATA THEREIN. USER ACCEPTS SOLE
RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS AND TIMELINESS OF SUCH
CONTENT, FOR ITS AVAILABILITY AND FOR ANY USE TO WHICH IT IS PUT OR RESULTS
OBTAINED THEREFROM. CUSTOMER AGREES AND UNDERSTANDS THAT SUNGARD
PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED,
WITH REGARD TO ANY INFORMATION USED, ACCESSED OR PLACED ON ANY AGENCY
DATABASE, AND SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION
THEREWITH.
5. User Responsibilities.
a. User is responsible for procuring, installing, and operating the individual computers used to
access the Server, for providing a proper physical environment and remote access for such
computers, for obtaining and installing an SunGard Public Sector -approved firewall and
security system, for securing a dedicated Internet connection sufficient to meet User's data
access needs and for providing such training and ongoing support services for individual
users.
b. User is solely responsible for adopting and maintaining procedures and security measures in
connection with its use of the Data Sharing Network, any Agency Databases that it maintains,
and in connection with any Agency Databases that it accesses. SunGard Public Sector has
no responsibility and/or liability whatsoever for any: (1) security breaches or unauthorized
access to the Data Sharing Network or to User's system, (2) interruption, delay, errors, or
omissions of or in any Agency Database, or the results thereof, including (without limitation)
examination and confirmation of data prior to use thereof, (3) provision for identification and
correction of errors and omissions, (4) preparation and storage of backup data, and (5)
replacement or reconstruction of lost or damaged data or media. User is advised to maintain
alternative procedures for obtaining, as needed, information otherwise available through the
Data Sharing Network.
Page 14 of 16
SPS License 7/1/2010
c. User is responsible for complying with all local, state, and federal laws pertaining to the use
and disclosure of any information or data obtained through the Data Sharing Network,
including without limitation any confidentiality or privacy requirements.
d. User shall not permit any third party to access or use the Software provided by SunGard
Public Sector, nor shall User decompile, disassemble or reverse engineer any of the Software
or data structures utilized by the Data Sharing Network or permit any third party to do so.
e. User warrants and represents that it has sufficient right and authority to grant SunGard Public
Sector and other users access to its Agency Databases, to cooperate with SunGard Public
Sector, as necessary, in the performance of this Agreement and to authorize and permit
SunGard Public Sector to perform all work required to allow the Data Sharing Network access
to User's Agency Databases (if applicable according to Section 6).
6. Agency Database Sharing. As part of the Subscription, Customer, as User, agrees to make
its Agency Databases available to the Data Sharing Network. User shall host such Agency
Databases on its server and shall cooperate if and when SunGard Public Sector, at its sole
discretion, implements minor modifications reasonably required to provide Agency Database
compatibility with and accessibility to the Data Sharing Network. Notwithstanding the foregoing, this
Section 6 is not applicable where User has purchased a Non -RMS (view only) license and shall not
be sharing any data on the P2P network (querying data from other agencies only). Notwithstanding
anything to the contrary, User grants SunGard Public Sector permission to use the Information
contained in User's Agency Database to demonstrate solely to other law enforcement personnel
the capabilities of the Data Sharing Network for purposes of increasing the number of departments
utilizing the Data Sharing Network.
Page 15 of 16
SPS License 7/1/2010
PAY AGENT SUPPLEMENT
1. Additional Definitions. "Pay Agency Products" means the products and services of those vendors
(in each case, a "Vendor") that are identified in an Exhibit 1 (the "Pay Agency Products").
2. Pay Agent Designation. Customer designates SunGard Public Sector as Customer's pay agent for
data processing related purchases and acquisitions, for the sole and exclusive purpose of allowing
SunGard Public Sector, on behalf of Customer, to make payment to each Vendor for Customer's
procurement of the Pay Agency Products under the terms and conditions of agreements (each a "Vendor
Agreement") to be executed and made by and between Customer and Vendor. Customer covenants and
agrees that it will promptly take all actions reasonably necessary to effect such designation of SunGard
Public Sector as Customer's pay agent as provided for in this Section 2; and SunGard Public Sector
covenants and agrees that, promptly after receipt of payment from Customer, SunGard Public Sector will
make payment to each Vendor for Customer's procurement of the Pay Agency Products.
3. Pay Agency Products Procurement. SunGard Public Sector will, as soon as reasonably practicable,
obtain for Customer, as Customer's pay agent, the Pay Agency Products from the Vendor, FOB Vendor's
place of business, for use by Customer in each instance pursuant to the applicable Vendor Agreement.
SunGard Public Sector will remit payments made to SunGard Public Sector by Customer promptly upon
customary terms for the Pay Agency Products to the Vendor on behalf of Customer. CUSTOMER IS
HEREBY ADVISED THAT VENDOR, AND NOT SUNGARD PUBLIC SECTOR, ASSUMES ALL
RESPONSIBILITY FOR AND LIABILITY IN CONNECTION WITH THE PAY AGENCY PRODUCTS. SUNGARD
PUBLIC SECTOR IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ARE
BINDING UPON VENDOR OR TO ENGAGE IN ANY OTHER ACTS THAT ARE BINDING UPON VENDOR,
EXCEPTING SPECIFICALLY THAT SUNGARD PUBLIC SECTOR IS AUTHORIZED TO REPRESENT THE
FEES FOR THE PAY AGENCY PRODUCTS AS THE SAME IS PROVIDED FOR IN EXHIBIT 1 AND TO ACCEPT
PAYMENT OF SUCH AMOUNTS FROM CUSTOMER ON BEHALF OF VENDOR. IN NO EVENT WILL
SUNGARD PUBLIC SECTOR BE DEEMED TO HAVE TAKEN TITLE OR ANY SIMILAR RIGHT OR INTEREST
IN OR OF ANY PAY AGENCY PRODUCTS IN THE CHAIN OF DISTRIBUTION TO CUSTOMER, AND TITLE OR
SUCH SIMILAR RIGHT OR INTEREST IN OR TO THE PAY AGENCY PRODUCTS WILL BE DEEMED TO VEST
IN CUSTOMER ONLY AS OTHERWISE PROVIDED FOR IN THE VENDOR AGREEMENT.
4. Term of Pay Agency, SunGard Public Sector's status as Customer's pay agent will expire promptly
after SunGard Public Sector remits payment of the Pay Agency Products license fee to Vendor on behalf of
Customer.
5. Disclaimer of Warranties. Customer agrees and understands that SUNGARD PUBLIC SECTOR
MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE PAY
AGENCY SOFTWARE. ALL WARRANTIES (IF ANY) ARE PROVIDED TO CUSTOMER BY VENDOR.
SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
6. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. EXCEPT FOR ITS OBLIGATION TO
REMIT PAYMENT RECEIVED FROM CUSTOMER TO THE VENDOR PURSUANT TO THIS
AGREEMENT, SUNGARD PUBLIC SECTOR WILL HAVE NO LIABILITY WHATSOEVER IN
CONNECTION WITH THE PAY AGENCY SOFTWARE. IN NO EVENT WILL SUNGARD PUBLIC
SECTOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR
OTHER DAMAGES WHATSOEVER, 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.
Page 16 of 16
SPS License 7/1/2010
FROM : FAX NO. : Apr. 28 2011 03:21PM P7
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
SunGard Public Sector Inc.
a Moride corporation
with headquarters at:
1000 Business Center Drive
Lake Mary FL 32746
('SunGard Public sector")
AND
Gulf Stream Police Department, FL
246 Sea Road
Gulf Stream, FL 33483
(for purposes of this Agreement, "Customer")
By the signatures of their duly authorized representatives below, SunGard Public Sector and Customer,
Intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits,
Supplements, Schedules, Appendices, andlorAddenda to this Agreement
Gulf Stream Police Department, FL
BY: /!
PRINT NAME: a0z.6-rZ4
PRINTTITLE: &42
DATE SIGNED: " 1im, //
BPS MLIMaMACe MOM
SunGard Public Sector Inc,
DATE SIGNED; _I_/rbn,/
Page 1 of 6
THIS AGREEMENT is entered into between SunGard Public Sector and Customer on the Execution
Date.
SunGard Public Sector and Customer have entered into a Software License and Services Agreement
dated as of the Execution Date (the "License Agreement") for the Software. Customer desires that
SunGard Public Sector provide Maintenance and Enhancements for and new releases of the Baseline
Software identified in Exhibit 1 on the terms and conditions contained in this Agreement, and for the
Custom Modifications identified in Exhibit 1 on the terms and conditions of this Agreement. Accordingly,
the parties agree as follows:
1. Incor orati n By Reference. Sections 1
(Definitions), 8 (Confidential Information) and
11 through 15, inclusive (Notices, Force
Ma eure, Assignment, No Waiver and Choice
of Law: Severability, respectively) of the
License Agreement are incorporated into this
Agreement by this reference as fully as if
written out below. If any provision
Incorporated by reference from the. License
Agreement conflicts with any provision of this
Agreement, the provision of this Agreement
will control.
2. Additional Definitions.
"Commencement Date" means the
date specified in Exhibit 1 as the
"Commencement Date."
"Contract Year" means, with respect to
each Baseline Component System and
Custom Modification, each one (1) year period
beginning on the Commencement Date or the
anniversary thereof, and ending one (1) year
thereafter.
"Custom Modification" means a change
that SunGard Public Sector has made at
Customer's request to any Component
System in accordance with a SunGard Public
Sector -generated specification, but without
any other changes whatsoever by any person
or entity. Each Custom Modification for which
SunGard Public Sector will provide Customer
with Improvements is identified in Exhibit 1.
"Defect" has the meaning ascribed to
that term in the License Agreement, and
further, with regard to each Custom
Modification, means a material deviation
between the Custom Modification and the
SunGard Public Sector -generated
specification and documentation for such
Custom Modification, and for which Defect
Customer has given SunGard Public Sector
SPS Malnlenano 7/1/2010
enough information to enable SunGard Public Sector
to replicate the deviation on a computer configuration
that is both comparable to the Equipment and that is
under SunGard Public Sector's control.
"Enhancements" means general release (as
opposed to custom) changes to a Baseline
Component System or Custom Modification which
increase the functionality of the Baseline Component
System or Custom Modification in question.
"Improvements" means, collectively,
Maintenance, Enhancements and New Releases
provided under this Agreement.
"Maintenance" means using reasonable efforts
to provide Customer with avoidance procedures for or
corrections of Defects. The hours during which
Maintenance will be provided for each Component
System, the targeted response times for certain
defined categories of Maintenance calls for each
Component System and Custom Modification, and
other details and procedures (collectively, the
"Maintenance Standards") relating to the provision of
Maintenance for each Component System and Custom
Modification are described in attached Exhibit 2.
"New Releases" means new editions of a
Baseline Component System or Custom Modification,
as applicable.
"Notification" means a communication to
SunGard Public Sector's help desk by means of: (i)
SunGard Public Sector's web helpline; (ii) the
placement of a telephone call; or (iii) the sending of an
e-mail„ in each case, in accordance with SunGard
Public Sector's then -current policies and procedures
for submitting such communications.
3. Services.
(a) Types of Services. During the term of this
Agreement, SunGard Public Sector will provide
Customer with Maintenance for, Enhancements of,
and New Releases of each Baseline Component
Page 2 of 6
System and each Custom Modification
identified in Exhibit 1.
(b) Limitations. All Improvements will be
part of the applicable Baseline Component
System/Custom Modification, and will be
subject to all of the terms and conditions of
the License Agreement and this Agreement.
SunGard Public Sector's obligation to provide
Customer with Improvements. for Baseline
Component Systems owned by parties other
than SunGard Public Sector is limited to
providing Customer with the Improvements
that the applicable third party owner provides
to SunGard Public Sector for that Baseline
Component System. Customer must provide
SunGard Public Sector with such facilities,
equipment and support as are reasonably
necessary for SunGard Public Sector to
perform its obligations under this Agreement,
including remote access to the Equipment.
4. Payment and Taxes.
(a) Maintenance Fees. For the
Improvements, Customer will pay SunGard
Public Sector the amount provided for in
Exhibit 1 as the "Payment Amount" for the first
Contract Year. For each Contract Year
subsequent to the initial Contract Year,
SunGard Public Sector reserves the right to
increase the Improvements fees. Fees for
Improvements for a Baseline Component
System/Custom Modification are due on the
first day of the first month of the Contract Year
for that Baseline Component System/Custom
Modification.
(b) Additional Costs. Customer will also
reimburse SunGard Public Sector for actual
travel and living expenses that SunGard
Public Sector incurs in providing Customer
with Improvements under this Agreement, with
reimbursement to be on an as -incurred basis.
Such travel and living expenses will be
governed by SunGard Public Sector's
Corporate Travel and Expense
Reimbursement Policy, will be invoiced on a
monthly basis in arrears and due within thirty
(30) days from the date of invoice. Customer
will also reimburse SunGard Public Sector for
all charges incurred in connection with
accessing Equipment.
(c) 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
SPS Maintenance 7/1/2010
Improvements, any 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.
(d) Late Charges. Customer will pay each
SunGard Public Sector invoice by no later than thirty
(30) days after receipt. Late payments are subject to a
late charge equal to the lesser of: (i) the prime lending
rate established from time to time by Citizens Bank,
Philadelphia, Pennsylvania plus three percent (3%); or
(ii) the highest rate permitted by applicable law.
5. Term. This Agreement will remain in full force
and effect throughout the initial Contract Year. After
the initial Contract Year, this Agreement will renew for
an additional Contract Year unless, at least six (6)
months prior to the expiration of the initial Contract
Year, Customer notifies SunGard Public Sector in
writing of Customer's intent not to renew the
Agreement for the second Contract Year. After the
second Contract Year, this Agreement will
automatically be extended for consecutive Contract
Years on a year-to-year basis unless either party
notifies the other in writing of Its intent not to extend
this Agreement for any particular Baseline Component
System/Custom Modification at least six (6) months
prior to the expiration of the then -current Contract
Year.
6. Disclaimer of Warranties. Customer agrees and
understands that SUNGARD PUBLIC SECTOR
MAKES NO WARRANTIES WHATSOEVER,
EXPRESSED OR IMPLIED, WITH REGARD TO ANY
IMPROVEMENTS AND/OR ANY OTHER MATTER
RELATING TO THIS AGREEMENT, AND THAT
SUNGARD PUBLIC SECTOR EXPLICITLY
DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. FURTHER, SUNGARD
PUBLIC SECTOR EXPRESSLY DOES NOT
WARRANT THAT A COMPONENT SYSTEM, ANY
CUSTOM MODIFICATION OR ANY
IMPROVEMENTS WILL BE USABLE BY
CUSTOMER IF THE COMPONENT SYSTEM OR
CUSTOM MODIFICATION HAS BEEN MODIFIED
BY ANYONE OTHER THAN SUNGARD PUBLIC
SECTOR, OR WILL BE ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION OR WILL BE
COMPATIBLE WITH ANY HARDWARE OR
Page 3 of 6
SOFTWARE OTHER THAN THE
EQUIPMENT.
7. 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,
then the party seeking to terminate this
Agreement can effect such termination by
providing the other party with a termination
notice that specifies the effective date of such
termination. Termination of this Agreement
will be without prejudice to the terminating
party's other rights and remedies pursuant to
this Agreement.
B. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF SUNGARD
PUBLIC SECTOR. SUNGARD PUBLIC
SECTOR'S LIABILITY IN CONNECTION
WITH THE IMPROVEMENTS OR ANY
OTHER MATTER RELATING TO THIS
AGREEMENT WILL NOT EXCEED THE
FEES THAT CUSTOMER ACTUALLY PAID
TO SUNGARD PUBLIC SECTOR FOR THE
SPS Maintenance 7/1/2010
IMPROVEMENTS FOR THE YEAR THAT SUCH
LIABILITY ARISES.
(b) EXCLUSION OF DAMAGES.
REGARDLESS OF 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) 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.
9. 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.
Page 4 of 6
EXHIBIT 1
Customer: Gulf Stream Police Department, FL
CONTRACT YEAR: Execution Date (or anniversary thereof) through one year thereafter
Improvements for the initial Contract Year are provided at no charge. The "Initial Payment Amount" in the table
below represents the Improvements fee for the second Contract Year, and is payable only if Customer elects to
extend the term of the Agreement through the second Contract Year, as provided for in Section 5, Term.
Qty Part# Component System
Initial Payment
Amount Support Type
Mobile Computing
4 MCT -CLIENT MCT CLIENT- DIGITAL DISPATCH
$ 637.00 5x11
PAYMENT AMOUNT (2nd Contract Year)
$ 637.00
Improvements fees are due thirty (30) days prior to the commencement of the Contract Year for which such fees are
being remitted Improvement fees for any Contract Year subsequent to the second full Contract Year are subject to
change and will be specified by SunGard Public Sector in an annual invoice.
APPLICABLE TAXES ARE NOT INCLUDED IN THIS EXHIBIT 1, AND, IF APPLICABLE, WILL BE ADDED TO
THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER.
Page 5 of 6
SPS Maintenance 7/1/2010
EXHIBIT 2
Maintenance Standards
Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in
Connection with the Provision of Maintenance: As indicated in the "Support Type" column in Exhibit 1.
7x24" means Seven (7) days per week, 24 hours per day. "5x11" means Monday through Friday, 7:00 A.M.
to 6:00 P.M. Continental US Local Time excluding holidays.
It. Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations, SunGard
Public Sector will use diligent, commercially reasonable efforts to respond to Notifications from Customer
relating to the Baseline Component Systems/Custom Modifications Identified in Exhibit 1 of this Agreement in
accordance with the following guidelines with the time period to be measured beginning with the first
applicable SunGard Public Sector 'Telephone Support" hour (that is, based upon whether SunGard Public
Sector provides 7x24 or 5x11 Support for the Baseline Component System/Custom Modification In question)
occurring after SunGard Public Sector's receipt of the Notification:
1 -Urgent A support issue is considered Urgent when it produces an
emergency situation in which the Component System(s) is not
performing a process which has caused a complete work stoppage
and no workaround exists, revenue is impacted, or data is
corrupted.
„support issue is consiaerea High when it prevents the comp
of critical processes where an "acceptable" workaround is NCr
available. "Acceptable" is defined as a workaround that is not
cumbersome or time-consuming.
A support issue is considered Medium when it hinders the
completion of a critical process where an "Acceptable" workaround
is available. An issue that Is non-critical and no workaround is
available will be considered Medium priority.
A support issue is considered Low when it does not affect
processing. This may include cosmetic issues, general questions,
and how to use certain features of the system.
Notes: (1) For purposes of these targets, a "response" will mean as an initial contact from an SunGard
Public Sector representative to Customer to begin evaluation of the problem reported under one of the
categories of calls identified above; (2) As a prerequisite to SunGard Public Sectors obligation to respond to
Customer, Customer must follow SunGard Public Sectors then -current processes (such as the dialing of a
particular phone number, the categorization of a particular problem, etc.) when submitting its Notification.
Page 6 of 6
SPS Maintenance 7/1/2010
FROM : FAX NO. : Apr. 28 2011 03:20PM PS
AGENCY ACCESS AGREEMENT
among
City of DelrayReach, FL
100 NW 1 Ave.
Delray Beach, FL 33444
and
Gulf Stream Police Department, FL
246 Sea Road
Cuff Stream, FL 33483
and
SunGard Public Sectorinc,
1000 Business Confer Drive
Lake Mary, FL 32746
City of Delray Beach, FL ("Licensee") and SunGard Public Sector Inc., ("SunGard Public Sector") entered Into
that Contract and Agreement dated June 20, 2010 ("Licensee Agreement"), Gulf Stream Police Department, FL
("Accessor") desires to obtain access to and a limited right of use from Licensee for certain software licensed by
Licensee under the Licensee Agreement (the "Accessed Software"). In order that Accessor obtain such Ilmlted
right of access and use, SunGerd Public Sector, Licensee and Accessor are entering Into this Agreement (the
"Access Agreement").
Accordingly, the pardes, Intending to be legally bound, agree as follows:
1, Limned Rloht of Access, SunGard Public Sector grants Licensee permission to allow Accessor to have
access to Licensee's Instance of the Accessed Software, subject to the terms, conditions and restrictions provided
for In this Access Agreement The Accessed Software consists of the following:
All Comoonent Systems Licensed to City of Der+y Beac FL
2. JgM, This Agency Access Agreement shell take effect upon signing and shall remain in full force and
effect throughout the effective term of the Software Maintenance Agreement between SunGard Public Sector, Inc
and the City of Delray Beach.
3. MOM of Termination. SunGard Public Sector hes right to terminate this Access Agreement, and
accordingly, Accessor's access to the Accessed Software, upon any breach of this Access AgreemenL To
terminate this Access Agreement, SunGard Public Sector will provide notice of such breach to Licensee and
Accessor (ee appropriate), and the breaching party will have thirty (30) days from the date of such notice to cure
such breach. If such breach Is not cured to SunGard Public Sector's reasonable satisfaction by the expiration of
such thirty (30) day period, then this Agreement will be deemed terminated at the expiration of such thirty (30) day
period, and thereupon. Accessor's right to access the Accessed Software will be deemed terminated, without any
further action by any party,
The City of Delray Beach has the right to terminate this Access Agreement for any reason upon giving
Accessor and SunGard Public Sector a thirty (30) day written notice of Its right to terminate this Agreement, Upon
the expiration of the thirty (30) day period, Accessor's right to access the Accessed Software will be deemed
terminated.
4. Accessor Software Constitute$ k11,111111111,11111of S nGerd Puha
acknowleeges and agrees that Accessed Software constitutes confidential, proprietary Information of SunGard
Public Sector,'and Is and will remain the sole property of SunGard Public Sector. Accessor agrees that It shall not
at any time Sell, Resign, transfer or otherwise make available to, or allow use by, a third party any of components
of Accessed Software, Accessor shall hold In confidence the SunGard Public Sector proprietary Information for
its benefit and Internal use only by Its employees on a strict "need to know"basis,
FROM :
FAX NO. : Apr. 28 2011 03:21PM P6
5. 9bllcatlons of SunGard Public Seclar Richt of Accessor Rgoarding Accessed Software Accessor s right
to use the Accessed Software Is derivative of Licensee's license to use the Accessor Software under the terms
and conditions of the Licensee Agreement.SunGard Public Sector is not deemed to have granted Accessor any
license to use the Accessor Software by virtue of this Access Agreement. Any such license can only be effected
by the execution by Accessor and SunGard Public Sector of a definitive written Boflware license agreement
between SunGard Public Sector and Accessor that, by Its express terms, purports to provide such a right of
license to Accessor. SunGard Public Sector will have no obligations whatsoever to Accessor In connection with
the Accessed Software, As BETWEEN SUNGARD PUBLIC SECTOR AND ACCESSOR, THE ACCESSED SOFTWARE 18 MADE
AVAILABLE ON AN "AS Is" BASIS, SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER To ACCESSOR
REGARDING THE ACCEs9EO SOFTWARE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON AND/OR FITNEaa
FOR A PARTICULAR PURPOSE, SUNGARD PUBLIC SECTOR WILL HAVE NO LIABILITY TO OR THROUGH ACCESSOR UNDER
OR IN CONNECTION WITH THIS ACCESS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE ACCESSED SOFTWARE, IN
WHOLE OR IN PART.
B. Governing Law. 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 affect.
7, Integration Provision. This Access Agreement contains the entire understanding of the parties with
respect to Its subject matter, and supersedes and eAngulahes all prior oral and written communications between
the parties about Its subject matter. No modification of this Access Agreement Will be effective unless it is in
writing, Is signed by each party, and expressly provides that it amends this Agreement.
CITY
lu:I," (�9
�G�SC t I ",r• I l l s I1, �( ('rC�lR I ILI
Date
GULF STREAM POLICE DME ", FL
Auth rized Signature
S,r�,,�Cr�'��
Print Name &)Title
SUNGARD PUBLIC SECTOR INC.
FROM :
FAX NO. : Apr. 28 2011 03:20PM P5
AGENCY ACCESS AGREEMENT
among
City of Defray Reach, FL
100 NW 1" Ave.
Delray Beach, FL 33444
and
Gulf Stream Police Department, PL
246 Sao Road
Guff Stream, FL 33483
and
SunGard Public Sector Inc.
1000 Business Center Drive
Lake Mary, FL 32746
City of Delray Beach, FL ("Licensee") and SunGard Public Sector Inc., ("8un0ard Public Sector") entered Into
that Contract and Agreement dated June 20, 2010 ("Licensee Agreement"). Gulf Stream Police Department, FL
("Accessor") desires to obtain access to and a limited right of use from Licensee for certain software licensed by
Licensee under the Licensee Agreement (the "Accessed Software"). In order that Accessor obtain such limited
right of access end use, SunGard Public Sector, Licensee and Accessor are entering Into this Agreement (the
"Access Agreement").
Accordingly, the parties, Intending to be legally bound, agree as follows:
1. Limited Rloht of Access, SunGard Public Sector grants Licensee permission to allow Aeossaor to have
access to Licensee's Instance of the Accessed Software, subject to the terms, conditions and restrictions provided
for In this Access Agreement The Accessed Software consists of the following:
All Component Systems Licensed to City of Delray Beach FL
2. I=, This Agency Access Agreement shall take effect upon signing and shall remain in full force and
effect throughout the effective term of the Software Maintenance Agreement between SunGard Public Sector, Inc
and the City of Delray Beach.
3. Sight -of Termination. SunGard Public Sector has right to terminate this Access Agreement, and
accordingly, Accessor's access to the Accessed Software, upon any breach of this Access Agreement. To
terminate this Access Agreement, SunGard Public Sector will provide notice of such breach to Licensee and
Accassor (as appropriate), and the breaching party will have thirty (30) days from the date of such notice to cure
such breach, If such breach Is not cured to SunGard Public Sector's reasonable satisfaction by the expiration of
such thirty (30) day period, then this Agreement will be deemed terminated at the expiration of such thirty (30) day
period, and thereupon, Accessor's right to access the Accessed Software will be deemed terminated, without any
further action by any party,
The City of Delray Beach has the right to terminate this Access Agreement for any reason upon giving
Accessor and SunGard Public Sector a thirty (30) day written notice of Its right to terminate this Agreement. Upon
the expiration of the thirty (30) day period. Accessor's right to access the Accessed Software will be deemed
terminated,
4• Ftw re C tit t Conti
acknowledges and agrees that Accessed Software constitutes confid nfial, proprietary Information of SunGard
Publlc Sector,'and Is and will remain the sole property of SunGard Public Sector. Accessor agrees that It shall not
at any time sell, assign, transfer or otherwise make available to, or allow use by, a third party any of components
of Accessed Software. Accessor shall hold In confidence the SunGard Public Sector proprietary Information for
Its benefit and internal use only by its employees on a strict "need to know" basis,
FROM :
FAX NO. : Apr. 28 2011 03:21PM PG
5. Obligations of SunGard P i L Rnrinr Rinht of Acceagar Ronarding Accessed Software, Accessor'a'right
to use the Accessed Software Is derivative of Licensee's license to use the Accessor Software under the terms
and Conditions of the Licensee Agreement. SunGard Public Sector is not doomed to have granted Accessor any
license to use the Accessor Software by virtue of this Access Agreement. Any such license can only be effected
by the execution by Accessor and SunGard Public Sector of a definllive written software license agreement
between SunGard Public Sector and Accessor that, by Its express terms, purports to provide such a right of
license to Accessor. SunGard Public Sector will have no obligations whatsoever to Accessor In connection with
the Accessed Software, As BETWEEN SUNGARD PUBLIC SECTOR AND ACCESSOR, 7HE ACCESSED SOFTWARE IS MADE
AVAILABLE ON AN "AS IS" BASIS, SUNGARD PUBLIC SECTOR MARES NO WARRANTIES WHATSOEVER TO ACCEMADE
REGARDING THE ACCESSED SOFTWARE, AND HE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR. IMPLIED,
BOR
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT ANO/OR FITNESS
FOR A PARTICULAR PURPOSE, SUNGARD PUBLIC SECTOR WILL HAVE NO LIABILITY TO OR THROUGH ACCEseOR UNDER
OR IN CONNECTION WITH THIS ACCESS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE ACCESSED SOFTWARE, IN
WHOLE OR IN PART.
e. Governing Law, 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 doomed stricken from the Agreement and the remaining provisions of the Agreement will
remain in full force and effect.
7, Inteeratlon Provision, This Access 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. No modification of this Access Agreement will be effective unless it is In
writing, is signed by each party, and exprasaly provides that it amends this Agreement.
CITY OOFI LRAY
��iaC•:iI•¢BI�nE
Authorized Sign ur
�6�JSG11
Print Name & Title
;�g.l Lrj
I'r.j
I
DO-
SUNGARD PUBLIC SECTOR INC.
GULF 5 REAM POLICE DEPARTMEW, FL
Authtfrized Signature
Print Name & Title
Date
FROM FAX NO. Apr. 28 2011 03:20PM P3
h '
AGENCY ACCESS AGREEMENT
among
City of Delray Beach, FL
100 NW 1" Ave.
Delray Beach, FL 33444
and
Gulf Stream Police Department, FL
246 Sea Road
Gulf Strewn, FL 33483
and
SunGard Public Sector Inc,
1000 Business Center Drive
Lake Mary, FL 32746
City of Delray Beach, FL ("Licenses") and SunGard Public Sector Inc., ("SunGard Public Sector") entered into
that Contract and Agreement dated June 29, 2010 ("Licensee Agreement"). Gulf Stream Police Department, FL
("Aceassoe') desires to obtain access to and a limited right of use from Licensee for certain software licensed by
Licensee under the Licensee Agreement (the "Accessed Software"). In order that Accessor obtain such limited
right of access and use, SunGard Public Sector, Licensee and Accessor are entering Into this Agreement (the
"Access Agreement').
Accordingly, the parties, Intending to be legally bound, agree as follows:
1, Limited Rlohl of Access. SunGard Public Sector grants Licensee permission to allow Accessor to have
access to Licensee's instance of the Accessed Software, subject to the terms, conditions and restrictions provided
for In this Access Agreement The Accessed Software consists of the following:
All Component Systems Lf 2011140d to City of Delray Beach, FL
2. Term, This Agency Access Agreement shall take effect upon signing and shall remain In full force and
effect throughout the effective term of the Software Maintenance Agreement between SunGard Public Sector, Inc
and the City of Delray Beach.
3. Richt of Termination. SunGard Public Sector has right to terminate this Access Agreement, and
accordingly, Accessor's access to the Accessed Software, upon any breach of this Access Agreemant. To
terminate this Access Agreement, SunGard Public Sector will provide notice of such breach to Llcenaee and
Accessor (as appropriate), and the breaching party will have thirty (30) days from the date of such notice to cure
such breach. If such breech Is not cured to SunGard Public Sector's reasonable satisfaction by the oticexpito c re
such thirty (30) day period, then this Agreement will be deemed terminated at the expiration of such thirty (30) day
of
period, and thereupon, Accessor's right to access the Accessed Software will be deemed terminated, without any
further action by any party.
The City of Delray Beach has the right to terminate this Access Agreement for any reason upon giving
Accessor and SunGard Public Sector a thirty (30) day written notice of Its right to terminate this Agreamant, Upon
the expiration of the thirty (30) day period, Accessor's right to access the Accessed Software will be deemed
terminated.
4.seer Software Constitutes Confidential Information of SunGard Public Sector. Accessor
acknowledges and agrees that Accessed Software constitutes conildential, proprietary Intonnatlon of SunGard
Public Sector, and Is and will rem aln the sole properly of SunGard Public Sector. Accessor agrees that it shall not
at any time sell, assign, transfer or otherwise make available to, or allow use by, a third party any of components
of Accessed Software. Accessor shall hold in confidence the SunGard Public Sector proprietary information for
Its benefit and Internal use only by Its employees on a strict "need to know' basis.
Pegs 1 of 2
FROM FAX NO. Apr. 28 2011 03:20PM P4
o li t'o sof SunGard Pub(( tear r rz �ti� ^f Accessor Reaardin0 essad Software AcoesWs right
"ridthe Accessed Software Is denvahve of Licensee's haensa to use the Accessor Software under the terms
and conditions of the Licensee Agreement. SunGard Public Sector is not deemed to have grarited.Accessor any
000 Iiy cerise
to use the Accessor Software by virtue of this Access Agreement.. Any such license can only be effected
by the execution by Accessor and SunGard Public Sector of a definldve wririan software license agreement
between SunGard Public Sector and Accessor that, by Its express terms, purports to provide such a right of
license to Accessor, SunGard Public Sector will have no obl(gatlons whatsoever to Accessor In connection with
f v ACCGSSed SOf(Ware. A9 BETWEEN SUNGARD PUBLIC SECTOR AND ACCESSOR, THE ACCESSED SOFTWARE 19 MADE
AVAILABLE ON AN "A9 19" BASIS. SUNGARD PUBLIC SECTOR MAKES NO. WARRANTIES WHATSOEVER To AceESSOR
REGARDING THE ACCESSED SOFTWARE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT AND/OR FrTNES3
FOR A PARTICULAR PURPOSE. SUNGARD PUBLIC SECTOR WILL HAVE NO LIABILITY TO OR THROUGH ACCESSOR UNDER
OR IN CONNECTION WITH THIS ACCEBs AGREEMENT OR OTHERWISE IN CONNECTION WITH THE ACCESSED SOFTWARE, IN
WHOLE OR IN PART.
6. Governlne Law. 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.Agreemenl 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.
7. lateeratlon Provision. This Access 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. No rRodltication of this Access Agreement will be effective unless ft is in
writing, Is signed by each party, and express) rovides that It amends this Agreement.
CRY
Il j' J1,A (Prr
—^
Otte
and
SUNGARD PUBLIC SECTOR INC.
GULF STR AM POLICE DEPAR)MEN FL
h edipna urs
P-rntNa e8ne T `
Date
Page 2 of 2