Okaloosa County BOCC — August 24, 2013 — Sungard Contract — reading text

SOFTWARE MAINTENANCE AGREEMENT BETWEEN SunGard Public Sector Inc. a Florida corporation with headquarters at: 1000 Business Center Drive Lake Mary, FL 32746 (“SunGard Public Sector") AND Okaloosa County Water & Sewer 1804 Lewis Turner Blvd. #300 Fort Walton Beach, FL 32547 (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, and/or Addenda to this Agreement. Okaloosa County Water & Sewer, FL BY: PRINT NAME: PRINT TITLE: DATE SIGNED: SPS STANDALONE Maintenance 7/27/2011 2 DP BY: A WE PRINT NAME: Sungard oll Seetor J ervices PRINT TITLE: ~~ © Sector Ing DATE SIGNED: Le Sf L: [Ss Page 1 of 9 HIS AGREEMENT is entered into between SunGard Public Sector and Customer on the Execution Date, and SunGard Public Sector’s obligations hereunder will commence on Execution Date. SunGard Public Sector and Customer have entered into an Agreement for H.T.E., Inc. Licensed Programs dated November 29, 1988 (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 71 on the terms and conditions of this Agreement. Accordingly, the parties agree as follows: 1. Definitions. “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 “Appendices.” “Baseline” means the general release version of a Component System as updated to the particular time in question through both SunGard Public Sectors 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; (ii) the Discloser regularly SPS STANDALONE Maintenance 7/27/2011 discloses to third parties without restriction on disclosure; or (ili) the Recipient obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation. “Discloser” means the party providing its Confidential Information to the Recipient. “Documentation” means the on-line and hard copy functional and technical specifications that SunGard Public Sector provides for a Baseline Component System, and that describe the functional and technical capabilities of the Baseline Component System in question. “Execution Date” means the latest date shown on the signature page of this Agreement. “Equipment”? means a hardware and systems software configuration meeting the “Equipment criteria set forth in Exhibit 1. “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 Systems listed in Exhibit 1. Component “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. “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 Page 2 of 9 other information 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. “Contract Year” means, with respect to each Baseline Component System and Custom Modification, the period identified in Exhibit 1. “Custom Modification” means a change that SunGard Public Sector has made at Customers 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” 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. Further, with regard to each Custom Modification, “Defect” 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 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. 2. 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 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 Sectors 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. 3. Payment and Taxes. Page 3 of 9 SPS STANDALONE Maintenance 7/27/2011 (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. SunGard Public Sector’s invoice indicating the applicable maintenance fee will be provided in advance of the start of the applicable term. Notwithstanding anything to the contrary as may be provided herein, in the event that SunGard Public Sector increases its maintenance fee(s), Customer shall have sixty (60) days from receipt of SunGard Public Sector's invoice to terminate the Agreement effective upon expiration of the annual term which precedes the term for which the increase would have been applicable. (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 and will be invoiced on a monthly basis in arrears and due within thirty (30) days from the date of invoice. (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 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. 4. Term. This Agreement will remain in full force and effect throughout the initial Contract Year. After the initial Contract Year, this contract shall automatically renewed for an additional period of one (1) year unless Customer gives at least six (6) months written notice to SunGard Public Sector, prior to the expiration of the then current term, of its intent to terminate the Agreement. Following the Second Contract Year, this contract shall automatically renewed for additional periods of one (1) year for any particular Baseline Component System/Custom Modification unless either party gives at least ninety (90) days written