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

notice to the other party, prior to the expiration of the then current term, of its intent to terminate the Agreement. 5. 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 SOFTWARE OTHER THAN THE EQUIPMENT. 6. 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 Page 4 of 9 SPS STANDALONE Maintenance 7/27/2011 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. 7. 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. 8. 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. 9. Force Majeure. 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. 10. Assignment. Neither party may assign any of its rights or obligations under this Agreement, and any attempt at such assignment will be void without the prior written consent of the other party. For purposes of this Agreement, “assignment” will include use of the Software for benefit of any third party to a merger, acquisition and/or other consolidation by, with or of Customer, including any new or surviving entity that results from such merger, acquisition and/or other consolidation. However, the following will not be considered “assignments” for purposes of this Agreement: SunGard Public Sectors assignment of this Agreement or of any SunGard Public Sector rights under this Agreement to SunGard Public Sectors 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 Sectors assignment of this Agreement to any person or entity to which SunGard Public Sector transfers any of its rights in the Software. 11. 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. 12. Choice of Law; Severability. This Agreement will be governed by and construed under the laws of the State of Florida, without reference to the choice of laws provisions thereof. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. 13. 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 IMPROVEMENTS Page 5 of 9 SPS STANDALONE Maintenance 7/27/2011 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. 14. 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 6 of 9 SPS STANDALONE Maintenance 7/27/2011 EXHIBIT 1 Maintenance Software Identified Customer: Okaloosa County Water & Sewer, FL CONTRACT YEAR: October 1, 2013 (or anniversary thereof) through one year thereafter Improvement fees for Baseline Component Systems Basis Initial Annual Application Tier Criteria Value Maintenance Fee 10/1/2013-9/30/14 Retrofit Modification Option Number of Modifications 12| $ 1,200.00 NAVEDMS - Document Management Services | Flat Fee NA] $ 1,076.71 NAVE Cash Receipts Operating Budget 16] $ 2,036.74 NAVEPURCHASING INVENTORY Operating Budget 16] $ 5,250.96 Naviline-Land/Parcel Management Population 85,000} $ 3,352.13 NAVE WorkOrders/Fac Mgmt. Operating Budget 16| $ 5,760.14 NAVI- Customer Information Systems Number of Accounts 26,000] $ 14,310.19 NAVI - Contact Management Number of Accounts 26,000} $ 5,611.63 Click2Gov Core Module Embedded Flat Fee NA! $ 1,177.49 Click2Gov CIS Number of Customer Accounts | 26,000} $ 3,246.05 QRep Catalogs for CR, Pl, LX, CX & WF. Number of Units 5.00] $ 1,644.24 NAVI- GMBA w/Extended Reporting Operating Budget 16M| $ 8,778.12 QRep Catalogs for KI Number of Units 11$ 328.85 CIS Voice Response Interface Number of Permits NA| $ 1,527.55 Delinquency Call Out Listing Interface Number of Accounts 26,000} $ 647.09 Selectron Credit Card Payment I/F - CIS Number of Accounts 26,000} $ 647.09 QRep Catalogs for KL Number of Units 11 $ 318.24 Bar Code Interface for Financials (QF) Flat Fee NA $ 2,291.33 QRep Catalog for CZ Number of Units 1) $ 328.85 Total: S 59,533.39 The “Initial Annual Maintenance” fees indicated above are the Improvement fees for the initial Contract Year. 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 initial Contract Year are subject to change and will be specified by SunGard Public Sector in an annual invoice. Maintenance fees for third-party applications: In addition to the Improvements Fees as provided herein, SunGard Public Sector will invoice, and Customer will pay, annual maintenance fees for third-party provided products as follows: Page 7 of 9 SPS IFAS STANDALONE Maintenance 7/1/2010 Basis Initial Annual Application Tier Criteria Value Maintenance Fee 10/1/2013-9/30/14 QRep Administrator Number of Units 11 $ 331.00 QRep End User Number of Units 11$ 331.00 QRep Administrator Number of Units 1| $ 331.00 QRep End User Number of Units 3] $ 993.00 Total: $ 1,986.00 Third-party maintenance fees are due thirty (30) days prior to the commencement of the annual maintenance term for which such fees are being remitted. Third-party maintenance fees for terms that are subsequent to the first annual maintenance term are subject to change and will be specified by SunGard Public Sector in an annual invoice. Third party hardware/software maintenance will be provided by the third party hardware and _ software manufacturer(s). SunGard Public Sector makes no representations as to expected performance, suitability, or the satisfaction of Customer's requirements with respect to the hardware or other third party products specified in this Exhibit 1. Cost Summary | (Initial Year) SunGard Public Sector Maintenance fees (10/1/2013 - 9/30/2014) S$ 59,533.39 Third-Party maintenance fees (10/1/2013-9/30/2014) $ 1,986.00 Total: $ 61,519.40 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. Improvements Surcharge Imposed In Certain Instances: At the commencement of any Contract Year where Customer is operating on a version of a Baseline Component System that is more than two (2) general release versions behind the then-current release for any Component System, SunGard Public Sector will assess a ten percent (10%) surcharge over and above the Improvements fee for that Contract Year, with such surcharge to be imposed on a prorated basis for the portion of the Contract Year that Customer remains on a general release version that is more than two (2) releases behind the then-current release of the Component Systems in question. Once Customer is using a release that is no more than two (2) general release versions behind the then-current release, the Improvements surcharge will be removed on a prospective basis, as of the date that Customer is using the release that is no more than two (2) general release versions behind the then-current release. Page 8 of 9 SPS IFAS STANDALONE Maintenance 7/1/2010 EXHIBIT 2 Maintenance Standards I. Hours During Which SunGard Public Sector’s Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in Exhibit 1, support hours are Monday through Friday, 8:00 A.M. to 5:00 P.M.