Fort Walton Beach Council agenda — 09-24-13--regular — reading text

egreesmmdermify and hold SunGan Public Sector harmless from my suet banns car duties which any Rabaul, stare slxel evargauthonty rsluhus Suntan Public Snuarle any on Cusmne's holoof. It shall be Cusmmefs obligation after payment by Commerce eballenge the applicability of any tax dit so desias. SurGand Public Sits ASP Agreement FTWB ASP Master Agreement- 5- 19 -08.dx Rev. 1. 01. 08 Page 1 cf4 5/ 19/ 2008  0eueualulepy ademp2eHfadem110S dSV pde6unS : SZSZ) 90- ZO- 90 1uaweelAV p3e6unS leul6up quawgoepV L 4.3. Customer shall pay for any data communications telephone service. If Customer requires special telephone line configurations due to unique V eq ui vmentor dam Per, requirements, i SmOard Public Sequadmarees the right efor analysis z and deck ofaichsspecial P mnE Bu rations. cap 4.4. wi atg ) SunGard Public Sectormay, aikr having provided Cusumawin ten( 10) days edvancewrittm nonce, deny ACCesstoCust. until all required ti paymentsdueto SunGa Public Sectorarereceived. TheproAskons of Nis Subsection 4.4 shall not operate as a waiver Many otherremnedies SmOted Y Public Secret may have. aA 5. SmGard Public Sector' s Obll, duss. To assist Customer in accessing and using me Applications hereunder, SmG d Public Sector will 5. 1, pmvide all equipment, aofiwsre, including changes, updates, end rnidiflim iota thereto, and service necessary for op. it. and maintenance of SuaGam Public Sactor' s Host Computer Systems; 5. 2. pmorid. ofcient communication accessibility to the Host Computer Systems; 53. provide information regarding dam back -up procedures, security, and other functions as reasonably requested by Customer; 5. 4, operate and maintain the Applications and allow Customs access and use thereof. If third party software is included in or win the Applications, SmGm! Public Sector will identify separate access or use restrictions oradditional payment obligations associated therewith in Schedule A; 5. 5. provide Start- Up Assistance described in Schedule A pursuant to Section 2 hereof, 5. 6. other Conversion services; 5. 7. provide Application support and Mason support; and 5. 8. publish system availability and support hours em well as best targeted response time 6. Customer' s Obligations In dolor to enable SuaGarl Public Sector to perform its obligations hemmds, and as a condition precdmt to SunGard Public Slurs obligations to perform h mmunder, Customer shall: 6. 1. within tm( 10) days following the execution of this Agreement, dasignau a prmary and a erecondary comm, including telephone numbers and e- mail addresses; 6. 2, exercise all due diligence in the performance ofib obligations hereunder in conneclion win the Start -Up activities and subsequent... to and use ofthe Applications; 6.3 develop and moderators proper audit connotes, balancing pracdura, upmation methods and sufficient procedures to satisfy its requirements per dam security, accuracy of input, and verification ofoutput, including security .. a control for Customer' s users of the Applications; and 64. ni in hardware and communications na, iiremenes u published in the Standards Sbom, 6. 5. in the course al' Cusumv' s daily operations, input dam, perform bamncing activities, generate reignites, maintain dam brogan, and be responsible for ensuring the input dam is accurate and meets the standmi specifications provided by SmGard Public Sector for meb dam; 6. 6. maintain documents oforigmal miry,.ans. data and other backup media sulTcient for file and input dam re- creation in order to mitigate against the possibility ofM of input dam and Customer & in maimained by SmGard Public Sector; 6.7. use standard forms as raluired by SunGand Public Seems, and 61. provide for lrmms mnnmtivity. 7. Represenmeons, Warranties and Limitation of Liability. C 7. 1. SmGml Public Sector represents that it is the or of all Applications used in the performance of services hereunder, or is an authorized Items= with the right m engage in the delivery ofsuch services, and such software or license therein have been lawfully acquired by SmGard Public 7.1 SmGmJ Public Sector wamrm that the Application(s) will pvfoem in substantial compliance with its then current docurmnatim. SunGard Sitar. Public Sector warrants dust in the provision ofservic m hereunder, SunGar3 Public Sector will use employees, agents or contractors who are adequately trained and who possess the requisite skills and professional knowledge to prvvide assistance in utilizing the Applications. 7. 3. In the event on Application is found to mat substantially contend to it then- curtent decummmtion, Customer shall an advise SmGard Public Sector and SuaGmI Public Sector shall diligently pursue resolution ofth discrepancy be. the Application and its documenmbon. 7.4. M NO EVENT SHALL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT. in evetit shall SmGmd Public Sector be liable to Cusomer for other damages arising ands Nis Agreement unless rvch damages result from intentional mksconduct or pass negligence on the pan of SunGted Public Sectors officers or employees, in which event SmGaad Public Sectors aggregau liability under the Agreement will be handled 0the lesser ofeither (a) actual damages resulting directly from such conduct, m (b) the amount of Access Fee actually paid to SudGand Public Sector by Customer hereunder during no three ( 3) months immediately pncding the month in which the liability accrued. 7. 5. THE PROVISIONS HEREOF ARE IN IdEU OF ALL WARRANTIES, EXPRESS OR IMPLIED AND WHETHER OF MERCHANTABILnY, FITNESSOROTHERWISE. THE REMEDIES HEREIN CONTAINED ARE EXCLUSIVE AND CUSTOMER WAIVES ALLOTHER REMEDM. 8. Confidentiality of Customer's Information. B. I. SunGard Public Sector acknowledges not Customersegards as confidential and as a proprietary asset any information or materials that come to the mandmi oJ' Smand Public Sector by reason of (a) the presence of SmOad Public Sector' s agents, employees, or representatives at Customer's site, or ( b) Su aGard Public Sector furnishing services to Customs in contraction win this Agreement ( such information, materials, and records callmrively being referred to as " Costumers Confidential m Proprietary lonrr ion' s. 82 SunGard Public Sector agrees to safeguard Customer' s Confidential or Proprietary information by holding it in strict confidence, disclosing it only to those employees, agents or contactors who have a need to know in order to provide Access as agreed upon. N the event that a subpoena or other legal process that in any way concerns Cusomer's Confidential and Proprietary Information is served upon SunGard Public Sector, then SwGmd Public Sector agrees to notify Customer in the most expeditious fashion possible following receipt ofsuch subpoena or other legal process, and SmGard Public Sector will reasonably cooperate with Customer. as requesed by Customer, to contest the legal validity of such subpoena m other legnt process barevidd that Cusomer agrees to pay any expense SmGard Public Sector incurs in sec doing). 8. 3. SmGmI Public Sector agrees to take all reasonable sups in prevertthe diselaure, publication or dissemination of Cusumer' s Confidential or Pmprisary Information to any other person or entity, except where and 0 the extent specifically required bylaw. 8.4. The pmsi, mis afnis Section shall mrvive tamunatim ofnm Agreement SunCwd Public Sector ASP Agreement FTWB ASP Master Agreement- 5- 19 -i) SAx Rev. 1. 01. 08 Page 2 of4 5A9nOO8  aoueua) uleyq a4empdeH 18JemUOS dSV p4e6unS : SZSZ) 90- ZO- 90 1uawaad6V pde6unS leul6up :luawt(DegV v. "¢ emery ateuaramerrs van; Access as sunuara Public senors recntty. SUnGard Public sector will provide data security procedures which O m will include backup ofall magnetically smmd dam kept or procured for Customer using The Applications, in a reasonable manner de erimmo! by Sum3nd Public Sxmrin Ii gmemlly azcepted industry pmeticu. Uponreasanabl ncluemddurin s. g M1eurs. Customermsyrequestadmims tit Public Sxmr personnel who are gramM SunGardm SunGnd access Public Sxmr" Public Sector Sector' $s facility Publcomply lity shell ic Sxywida wiN the physical security procMUruaccess. tad by instituted by SunGntl S rGard Public Sector. t e physical security