R-2017-4262 - 3/9/2017 RESOLUTION NO. R-2017-4262
WHEREAS, the City of Round Rock desires to retain consulting services relating to the
upgrade of land management software system and related subsystems; and
WHEREAS, Ramundsen Public Sector, LLC has submitted a Consulting Services Agreement
to provide said services; and
WHEREAS, the City Council desires to enter into said agreement with Ramundsen Public
Sector, LLC,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City a Consulting
Services Agreement for Upgrade of Land Management Software with Ramundsen Public Sector, LLC,
a copy of same being attached hereto as Exhibit"A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 9th day of March, 2017.
L—,—
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
0112.1704;00373396/me
EXHIBIT
„A„
CITY OF ROUND ROCK
CONSULTING SERVICES AGREEMENT FOR
UPGRADE OF LAND MANAGEMENT SOFTWARE
WITH RAMUNDSEN PUBLIC SECTOR,LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK § I040W ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS
THIS AGREEMENT for services relating to the upgrade of land management software
system and related subsystems (the �"Agreement'), is made by and between the CITY OF
ROUND ROCK,TEXAS,a home-rule'mi.n"icipality with offices located at 221 East Main Street,
Round Rock, Texas 78664-5299 (the "city") and RAMUNDSEN PUBLIC SECTOR, LLC
("Ramundsen") as successors in interest to SUNGARD PUBLIC SECTOR LLC, with offices
located at 1000 Business Center Drive,Lake Mary,FL 32746 ("SunGard").
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services;and
WHEREAS,City desires to contract for such services;and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights,duties,and obligations hereunder;
NOW,THEREFORE,WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.0 DEFINITIONS
A. Agreement means the binding legal contract between City and Ramundsen
whereby City is obligated to buy specified services and Ramundsen is obligated to provide same.
B. City means the City of Round Rock,Williamson and Travis Counties,Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
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States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Services mean work performed to meet a demand or effort by Ramundsen to
comply with promised delivery dates,specifications, and technical assistance specified in Exhibit
A.
F. Consultant means Ramundsen Public Sector or any of its corporate structures,
successors or assigns.
2.01 EFFECTIVE DATE,DURATION,AND TERM
This Agreement shall be effective on the date it has been signed by each party hereto, and
shall remain in full force and effect unless and until it expires by operation of the term stated
herein,or until terminated or extended as provided herein.
The initial term of this Agreement shall be until full and satisfactory completion of the
work specified herein is achieved, but in no event later than twelve (12) monihs from the
effective date of this Agreement.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The services which are the subject matter of this Agreement are described in Exhibit"A"
and, together with the teens and conditions contained in Exhibit "A" of this Agreement,
comprise the total Agreement and they are fiilly a part of this Agreement as if repeated herein in
full. Any inconsistencies or conflicts in the contract documents shall be resolved by giving
preference to the terms and conditions set forth in pages one (1) through nine (9) of this
Agreement.
4.01 SCOPE OF WORK
Ramundsen shall provide all deliverables and services described in Exhibit "A" within
the contract term specified. A change in the Scope of Services and any additional fees related
thereto must be negotiated and agreed in all relevant details, and must be embodied in a valid
Supplemental Agreement as described herein.
5.01 CONTRACT AMOUNT
A. Payment for WorIc Performed: In consideration for the services to be
performed by Ramundsen, City agrees to pay Ramundsen for actual work performed the not-to-
exceed sum of Fifty-Nine Thousand Nine Hundred Twenty and No/100 Dollars($59,920.00),
in payment for services and the Scope of Work deliverables as delineated herein and in attached
exhibits.
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B. Reimbursable Expenses: Ramundsen may be reimbursed for expenses set forth
on page six (6) of Exhibit"A," but in no event shall those reimbursements exceed a total of Five
Thousand and No/100 Dollars ($5,000.00). The reimbursable expenses shall be in addition to
the not-to-exceed amount of$59,920.00 set forth in the above Paragraph A.
6.01 SCOPE OF WORK
For purposes of this Agreement, Ramundsen has issued its Scope of Work for the
assignments delineated herein, and such Scope of Work is recited in Exhibit "A." This
Agreement shall evidence the entire understanding and agreement between the parties and shall
supersede any prior proposals, correspondence or discussions. Ramundsen shall provide all
services and deliverables described under the referenced Scope of Work within the contract term
specified herein. Ramundsen's undertakings shall be limited to performing services for City
and/or advising City concerning those matters on which Ramundsen has been specifically
engaged. Ramundsen shall perform its services in accordance with this Agreement and in
accordance with the referenced Scope of Work. Ramundsen shall perform its services in a
professional and workmanlike manner.
. 7.01 INVOICES
All invoices shall include,at a minimum,the following information:
A. Name and address of Ramundsen;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
5.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Ramundsen a written notice of termination at the end of its then-current fiscal year. City
believes that sufficient funds can be obtained to pay all amounts due Ramundsen throughout the
term of this Agreement and hereby covenants and agrees that it will make appropriate requests
for budget appropriations for the fiscal years in amounts as specified herein. City further agrees
that said funds, once successfully appropriated, will be maintained, and expended for the
expressed purpose of acquiring from Ramundsen the licenses and services set forth herein. In
the event sufficient funds are not appropriated, not budgeted or not otherwise legally available,
City shall immediately notify Ramundsen of such occurrence and the Agreement shall
terminate. Should there be any premature termination of this Agreement, City shall be
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responsible to pay a) for any services delivered by Ramundsen prior to the notice and b) for all
software which has been delivered.
9.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251,V.T.C.A.,Texas Government Code, any payment to be
made by City to Ramundsen will be made within thirty(30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
Iater. Ramundsen may charge interest on an overdue payment at the "rate in effect" on
September 1 of the fiscal year in which thepayment becomes overdue, in accordance with
V.T.C.A., Texas Government Code, Section 2251.025(b). This`Prompt Payment Policy does not
apply to payments made by City if:
A. There is a bona fide dispute between Cit}' and Ramundsen, a contractor,
subcontractor, or supplier about goods delivered or the service performed that causes the
payment to be late;or
B. There is a bona fide dispute between Ramundsen and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed that causes the
payment to be late;or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds;or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
10.01 GRATUITIES AND BRIBES
City may, by written notice to Ramundsen, cancel this Agreement without incurring any
liability to Ramundsen if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Ramundsen or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Ramundsen may be subject to penalties stated in
Title 8 of the Texas Penal Code.
11.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Ramundsen's charges.
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12.01 ORDERS PLACED WITH ALTERNATE PROVIDERS
If Ramundsen cannot provide the goods as specified,City reserves the right and option to
obtain same from another source or supplier(s).
13.01 INSURANCE
Ramundsen shall meet all City of Round Rock Insurance Requirements set forth at:
http•//www rouundrock,texas 2ovhvp-content/uploads/2014/12/corr insurance 07.20112.pdf.
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representative(s) authorized to act in its behalf with
regard to this Agreement:
Ramsey Saad
Information Technology Operations Officer
City of Round Rock
221 E.Main Street -
Round Rock,Texas 78664
(512)671-2768
15.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith,has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made,then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
16.01 DEFAULT
If Ramundsen abandons or defaults hereunder and is a cause of City purchasing the
specified services elsewhere, Ramundsen agrees that it-will not be considered in the re-
advertisement of the service and that it may not be considered in future bids for the same type of
work unless the scope of work is significantly changed. Ramundsen shall be declared in default
of this Agreement if it does any of the following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations
hereunder;
C. Fails to provide adequate assurance of performance under the "Right to
Assurance"section herein; or
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D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States.
17.01 TERMINATION AND SUSPENSION
A. City will have the right to terminate this Agreement for convenience, by
providing Ramundsen with written notice of such termination for convenience at least ninety
(30) days prior to the effective date of such termination for convenience. Provided as a strict
condition of such right of termination for convenience, City must first remit to Ramundsen
payment in full of. (a) all license fee amounts outstanding for the software, (b) all outstanding
amounts for all third party products provided by Ramundsen under or pursuant to this
Agreement, (o) all fees for services rendered by or on behalf of Ramundsen (including for
services rendered iby Ramundsen,Ramundsen's subcontractors and/or services rendered by third
parties for which iRamundsen is facilitating the provision of services to Customer), and (d) all
reimbursable expenses incurred by Ramundsen's subcontractors, and all third parties for which
Ramundsen is facilitating the provision of products or services to Customer.
B. In the event of default by one of the parties,the non-defaulting party has the right
to terminate this Agreement for cause.
C. City and Ramundsen may terminate this Agreement at any time for cause or
convenience upon mutual agreement of the parties.
18.01 INDEMNIFICATION
Ramundsen shall defend(at the option of City),indemnify,and hold City,its successors,assigns,
officers, employees and elected officials harmless from and against all suits, actions, legal
proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other
costs or fees arising out of, or incident to, concerning or resulting from the negligent acts or
omissions of Ramundsen, or Ramundsen's agents, employees or subcontractors, in the
performance of Ramundsen's obligations under this Agreement, no matter how, or to whom,
such loss may occur. Nothing herein shall be deemed to limit the rights of City or Ramundsen
(including, but not limited to the right to seek contribution) against any third party who may be
liable for an indemnified claim.
19.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Ramundsen, its agents, employees and subcontractors shall use best efforts to
comply with all federal and state laws, City's Charter and Ordinances, as amended applicable to,
and with all applicable rules and regulations promulgated by local, state and national boards,
bureaus and agencies.
B. Ramundsen acknowledges and understands that City has adopted a Storm Water
Management Program(SWMP)and an Illicit Discharge Ordinance, Sections 14-139 through 14-
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152 of the City's Code of Ordinances,to manage the quality of the discharges from its Municipal
Separate Storm Sewer System(1\4S4) and to be in compliance with the requirements of the Texas
Commission on Environmental Quality (TCEQ) and the Texas Pollutant Discharge Elimination
System (TPDES). The Services Provider agrees to perform all operations on City-owned
facilities in compliance with the City's Illicit Discharge Ordinance to minimize the release of
pollutants into the MS4. The Services Provider agrees to comply with of the City's stormwater
control measures, good housekeeping practices and any facility specific stormwater management
operating procedures specific to a certain City facility. In addition, the Services Provider agrees
to comply with any applicable TCEQ Total Maximum Daily Load (TMDL)Requirements and/or
I-Plan requirements.
20.01 NOTICES
All notices and other communication's in comiection with this Agreement shall be in
writing and shall be considered given as follows:
A. When delivered personally to recipient's address as stated in this Agreement; or
B. Three (3) days after being deposited in .the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Ramundsen:
Ramundsen Public Sector
1000 Business Center Drive
Lake Mary,FL 32746
Attention:Legal Counsel
Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock,TX 78664 Round Rock,TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Ramundsen.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by-either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County,Texas.This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
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22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
City and Ramundsen with respect to the subject matter hereto. This Agreement may only be
amended or supplemented by mutual agreement of the parties hereto in writing, duty authorized
by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Provider hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14)or any applicable state arbitration statute.
24.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreeme6t or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
such void provision shall be deemed severed from this Agreement, and the balance% of this
Agreement shall be construed and enforced as if this Agreement did not contain the particular
portion or provision held to be void. The parties further agree to amend this Agreement to
replace any stricken provision with a valid provision that comes as close as possible to the intent
of the stricken provision. The provisions hereof shall not prevent this entire Agreement from
being void should a provision that is of the essence of this Agreement be determined to be void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Ramundsen represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Ramundsen understands and agrees that time is of the essence
and that any failure of Ramundsen to fulfill obligations for each portion of this Agreement within
the agreed timeframes will constitute a material breach of this Agreement. Ramundsen shall be
fully responsible for its delays or for failures to use best efforts in accordance with the terms of
this Agreement. Where damage is caused to City due to Ramundsen's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together,shall constitute one and the same instrument.
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IN WITNESS WHEREOF, City and Ramundsen have executed this Agreement on the
dates indicated.
City of Round Rock,Texas Ramundsen Public Sector,LLC
By: B T cA�
Printed Name: Printe ame: /ZoTazr tv1 vj4w 6
Title: Title: C:rt9
Date Signed: Date Signed:—zT3/J 7
For City,Attest:
By:
Sara L.White, City Clerk
For City,Approved as to Form:
By:
Stephan L. Sheets,City Attorney
1
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Exhibit A
ORDER
By the signatures of their duly authorized representatives below,the Ramundsen Public Sector, LLC entity identified
below("SunGard")as successors in interest to SunGard Public Sector LLC and the customer identified below
("Customer'), intending to be legally bound, agree to all of the provisions of this Order,and agree that this Order
represents a separate contract between such SunGard entity and Customer,with an order execution date of the latest
date shown on the signature page below("Order Execution Date").
This Order incorporates and is governed by all of the terms of the SunGard Standard Terms and Conditions version 2016
January,to be found at httD://www.sungardps.com/legal-agreements/("SST')as if the SunGard entity was"SunGard"and
Customer was"Customer'thereunder.
Capitalized terms not defined in this Order have the meaning given them in the SST.
Ramundsen Public Sector LLC City of Round Rock,TX
By: By:
Print flame: `R 613&T 1��� wa Print Name:
Print Title: ofQ Print Title:
Date Signed: 13/1•7 Dafe Signed:
CUSTOMER#4429 SUNGARD ORDER#
SOLUTION AND RELATED INFORMATION
1. SOLUTION: SunGard TRAKiT
2. INITIAL TERM: [Perpetual]
3. SCOPE OF USE:
a. DESIGNATED LOCATION(s): 221 East Main Street,Round Rock,TX 78664
b. REGION: UNITED STATES
c. COVERED CONFIGURATION
4. SERVICES: See Project Cost Supplement
Services Notes:
1. Travel and living expenses are additional and will be billed monthly as SunGard renders the services.
5. PAYMENT TERMS:See Proiect Cost Supplement
APPLICABLE TAXES ARE NOT INCLUDED IN THE PROJECT COST SUPPLEMENTS,AND, IF APPLICABLE,
WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO
CUSTOMER.
8. ADDRESSES:
a. CUSTOMER ADDRESS FOR INVOICES: 221 East Main Street,Round Rock,TX 78664
b. CUSTOMER ADDRESS FOR NOTICES: 221 East Main Street,Round Rock,TX 78664
c. CUSTOMER ADDRESS FOR SOFTWARE SHIPMENT: 221 East Main Street,Round Rock,TX 78664
d. SUNGARD'S ADDRESS FOR NOTICES:
Ramundsen Public Sector LLC
Attn: Legal Counsel
1000 Business Center Drive
Lake:Mary; FL 32746
8. LIABILITY CAP: The greater of ten thousand US dollars($10,000)or the License Fee actgally p5+id by Customer to
SunGard under this Order
9.SPECIFIED CONFIGURATION: 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 supports the Solution. Customer
acknowledges that certain Solutions software may require specific host or client configurations. Customer, as soon as
reasonably practicable,will provide a detailed written description of the specified configuration so that SunGard can
confirm that it is a.configuration on which SunGard supports use of the Solution.
10.OTHER TERMS APPLICABLE TO THIS ORDER:
• PROJECT COST SUPPLEMENT
• SUNGARD TRAVEL EXPENSE GUIDELINES
PROJECT COST SUPPLEMENT
<INSERT QUOTE>
SUNG RW
PUBLIC SECTOR
tROME== MMOMOM
-
Project Cost Suppiertaent, Round Rock, TX
Quote Prepared By: Quote Prepared For:
Tracy Bierman Chris Collier,GIS Manager
2036 Corte Ciel Naga] City of Round Rock
Carlsbad,CA 92011 221 East Main Street
Phone: (858)451-3030 Fax: Round Rock,TX 78664
Email: tracy.bjerman@sungardps.com (512)218-5423
Quote Date Valid Until
Q-00021607 12/21/2016 02/28/2017
Professional Services
Services
Product Code Product Name Proj Mgmt Installation Tech Svcs Training Imp!Svcs Consulting Development Total Services
PS-Cv Conversion Ext Price: - - - = 40,600.00 40,600.00
PS-IN Installation Ext Price: - 1,400. 1,400.00
00 - -
14,080.00
PS-PM Project Management Ext Pdce: 14,080.00
PS-TR Training Ext Price: - 3,840.00 - - 3,840.00
Totals: $14,080.00 $1,400.00 $3,840.00 $40,600.00 $59,920.00
Frroducs.&Services
Professional Services: $59,920.00
Subtotal: $59,920.00
Total: $59,920.00
Comments:
The City is interested in upgrading its existing version of TRAKiT(.NET)to TRAKiT9(100%web based solution.)The City owns 30 concurrent user
licenses.This Order has been prepared in response to the City's request.
Please refer to Revised Exhibit 1(11_7_2016)for Scope of Work.No software configuration changes or software programming is included In this proposal.
Additionally,no custom reports,documents,or forms will be delivered as part of the migration.Any additional products and/or services will need to be
quoted separately.
SunGard Public Sector
Payment terms as follows,unless otherwise notated below for Special Payment Terms by Product:
License,Project Management,Consulting,Technical Services,Conversion,Third Party Product Software and Hardware Fees are due upon execution of
this Order.Training fees and Travel&Living expenses are due as incurred monthly.Installation is due upon completion.Custom Modifications,System Change Requests
or SOW's for customization,and Third Party Product Implementation Services fees are due 50%on execution of this Order and 50%due upon invoice,upon completion.
Unless otherwise provided,other Professional Services are due monthly,as such services are delivered.Additional services,if requested,will be invoiced at then-current
rates.Any shipping charges shown are estimated only and actual shij)ping charges will be due upon invoice,upon delivery.
. r
SunGard Public Sector
Version 2016,January
Exhibit A
SunGard Standard Terms
These SunGard Standard Terms("SST")may be incorporated into one or more orders referencing these SST(each,an"Order'). Each Order,together with
these SST,shall form a separate agreement(this"Agreement"),by and between the Person identified on the Order("Customer")and the SunGard company
identified on the Order("SunGard"),applicable to the proprietary solution identified on the Order(the"Solution"),as such Solution may be modified,revised
and updated from time to time. Only the Customer and SunGard entities that execute the Order will be liable for the obligations under that Order. Each
Order will be effective upon the latest date shown on the signature page of the Order("Order Execution Date').
1. Scope. Customer may use the Solution only in the ordinary course of Customer's internal business operations for the benefit of Customer and only
in accordance with the terms on the Order,the Documentation,this Agreement,including the Scope of Use. Customer shall be liable for any breach of
the terms of this Agreement by any persons given access to the Solution by Customer.
2. Specified Configuration. Customer shall,at its expense,procure and maintain the computer hardware,systems software and other items required
for use of,or access to,the Solution,including those described in the Order and Documentation(the"Specified Configuration")and for updating the
Specified Configuration in accordance with SunGard's published updates. If not yet completed,Customer shall complete its procurement and installation
of the Specified Configuration prior to the scheduled start of implementation. Customer shsll devote all equipment,facilities, personnel and other
resources reasonably necessary to begin using the Solution in production on a timely basis as contemplated by this Agreement and satisfy any Customer
requirements necessary for SunGard to complete the professional services described in Section 6. SunGard is not-responsible for any delays or
additional fees and costs associated with Customer's failure to timely perform its obligations under this Section 2.
3. Payments.
3.1. :Fees. Customer shall pay to SunGard the fees stated in the Order, in accordance with the payment terms stated on the Order. SunGard shall
invoice all other fees,as and when incurred. All invoices shall be sent to Customer's address for invoices stated on the Order. Except as otherwise
specified on the Order,Customer's payments shall be due within thirty(30)days after the invoice date. A late payment fee at the rate of 12%per year
(or,if lower,the maximum rate permitted by applicable law)shall accrue on any amounts thirty(30)days past due and unpaid by Customer to SunGard,
except for Disputed Amounts. SunGard may not increase the fees and charges payable under this Agreement,unless otherwise stated in this Agreement
or .in the Order. Except as provided in Section 4.2(c),all fees and other amounts paid by Customer under this Agreement are non-refundable.
3.2. Taxes. The fees and other amounts payable by Customer to SunGard under this Agreement do not include any taxes,duties,levies,fees or similar
charges of any jurisdiction('Taxes")that may be assessed or imposed in connection with the transactions contemplated by this Agreement,excluding
only taxes based upon SunGard's net income. Customer shall directly pay any such Taxes assessed against it,and Customer shall promptly reimburse
SunGard for any such Taxes payable or collectable by SunGard.
3.3. Certain Remedies for Non-payment. If Customer fails to pay to SunGard,within ten(10)days after SunGard makes written demand therefor,any
past-due amount payable under this Agreement(including any applicable late payment fee)that is not a Disputed Amount,in addition to all other rights
and remedies which SunGard may have,SunGard may,in its sole discretion and with further notice to Customer stating the suspension date,suspend
performance of any or all of its obligations under this Agreement(other than Section 5). SunGard shall have no liability for Customer's use of the
Solution until all such past-due amounts and any applicable reinstatement fees are paid in full.
4. Warranties,Covenants and Limitations.
4.1. Compliance with Laws. SunGard shall comply with all laws,enactments,orders and regulations applicable to it as the provider of services under
this Agreement. Customer shall comply with all laws,enactments,orders and regulations applicable to it as the recipient and user of services under this
Agreement.
4.2. No Infringement. SunGard shall indemnify and defend Customer against,any third-party claim asserting that the Solution,as and when made
available to Customer by SunGard and when properly used for the purpose and in the manner specifically authorized by this Agreement,infringes upon
(i)any patent issued as of the date of this Agreement by a country that is a signatory to the Paris Convention,(ii)any copyright of any country that is a
member of the Berne Convention as of the date of this Agreement, or(iii)any trade secret or other proprietary right of any Person(collectively,"IP
Rights"). SunGard shall have no obligation under this Section 4.2 unless Customer promptly gives notice to SunGard within ten(10)days after the date
Customer first receives notice of the applicable infringement claim(provided that later notice shall relieve SunGard of its liability and obligations under
this Section 4.2 only to the extent that SunGard is prejudiced by such later notice)and allows SunGard to have sole control of the defense or settlement
of the claim. Customer may monitor any such litigation or proceeding at its expense, using counsel of its choosing. The remedies provided in this
Section 4.2 are the sole remedies for a claim of infringement or misappropriation hereunder.If any applicable infringement claim is initiated,or in
SunGard's sole opinion is likely to be initiated,SunGard may at its option and expense:
(a) modify or replace all or the allegedly infringing part of the Solution so that it is no longer allegedly infringing,provided that the functionality does
not change in any material adverse respect;or
(b) procure for Customer the right to continue using the allegedly infringing part of the Solution;or
(c) remove all or the allegedly infringing part of the Solution,and (L)if Customer has paid a one-time upfront initial license fee for the applicable
Solution, refund to Customer the corresponding portion of the license fee paid by Customer to SunGard for the applicable Solution, less a
reasonable rental charge equal to one-sixtieth(1/60)of the initial license fee for each month of use following the Order Execution Date,or(ii)if
Customer is paying for the use of the Solution on a recurring basis,refund to Customer the corresponding portion of the unused recurring feels)
paid by Customer to SunGard with respect to the applicable Solution,and in each such case this Agreement shall terminate with respect to the
Solution or part thereof removed.
4.3. Harmful Code. Using a recent version of a reputable virus-checking product (to the extent commercially available), SunGard will check the
Solution,as well as any systems used to deliver the Solution,for any viruses,worms or similar harmful code("Harmful Code")and will use commercially
reasonable efforts to eliminate any such Harmful Code that SunGard discovers.
4.4. Exclusion for Unauthorized Actions. SunGard is not liable under any provision of this Agreement for any performance problem, claim of
Infringement or other matter to the extent attributable to any unauthorized or improper use or modification of the Solution by or on behalf of Customer,
any unauthorized combination of the Solution with other software or services(other than as specified in the Specified Configuration),any use of any
version of the Solution other than the Supported Release,a failure to subscribe to support services if then offered for the Solution,any Third-Party
Hardware or Third-Party Services,and Third-Party Software or Open Source Software(except as set forth in Sections 4.10 and 4.12),any wrongful act or
omission by Customer,its Affiliates or its customers or any breach of this Agreement by Customer.
4.5. Force Majeure. Neither party shall be liable for,nor shall either party be considered in breach of this Agreement due to,any failure to perform its
obligations under this Agreemc,.nt(ether than its payment obligations,which shall be suspended only for so long as the force ma)eure event renders
Customer unable by any means to transmit payments when due hereunder)as a result of a cause beyond its control,including any act of God or a public
enemy or terrorist,act of any military,civil or regulatory authority,change in any law or regulation,fire,flood,earthquake,storm or other like event,
theft or criminal misconduct:by'unrelated third parties, disruption or outage of communications (including the Internet or other networked
environment),power or other utility,unavailability of supplies or any other cause,whether similar or dissimilar to any of the foregoing,which could not
have been prevented by the non-performing party with reasonable care.
4.6. Disclaimer. EXCEPT AS STATED IN SECTIONS 4,6.5 AND 9.55,THE SOLUTION,DOCUMENTATION AND SERVICES ARE PROVIDED"AS IS,"AND ALL
OTHER REPRESENTATIONS,WARRANTIES,TERMS OR CONDITIONS,ORAL OR WRITTEN,EXPRESS OR IMPLIED,ARISING FROM COURSE OF DEALING,
COURSE OF PERFORMANCE,USAGE OF TRADE,QUALITY OF INFORMATION,QUIET ENJOYMENT OR OTHERWISE(INCLUDING IMPLIED WARRANTIES,
TERMS OR CONDITIONS OF MERCHANTABILITY,SATISFACTORY QUALITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE,NON-INTERFERENCE,OR INON-
INFRINGEMENT)ARE,TO THE FULLEST EXTEM>PERMITTED BY APPLICABLE LAW,EXCLUDED FROM THIS AGREEMENT.
4.7. Limitations Cap. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE LIABILITY CAP.
4.8. Consequential Damage Exclusion. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY(OR ANY OF ITS AFFILIATES PROVIDING OR RECEIVING THE
SOLUTION,SERVICES OR OTHER SOFTWARE UNDER THIS AGREEMENT)BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR LOSSES OR DAMAGES
WHICH FALL.INTO ANY OF THE FOLLOWING CATEGORIES:(a) LOST REVENUES,(b) LOST PROFITS,(c)LOSS OF BUSINESS,(d)TRADING LOSSES,(e)
INACCURATE: DISTRIBUTIONS OR (f) ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNT-AVE DAMAGES OF ANY KIND,
INCLUDING ANY OF THE FOREGOING LOSSES OR DAMAGES RESULTING FROM CUSTOMER'S USE OF THE SOLUTION OR SERVICES PROVIDED
HEREUNDER, OR ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS
ASSERTED ON THE BASIS OF CONTRACT,TORT(INCLUDING NEGLIGENCE OR STRICT LIABILITY)OR OTHERWISE AND WHETHER OR NOT FORESEEABLE,
EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FOR PURPOSES OF
CLARIFICATION,THE FOLLOWING SHALL BE DEEMED "DIRECT DAMAGES" AS BETWEEN CUSTOMER AND SUNGARD FOR THE PURPOSES OF THIS
AGREEMENT (i) ANY AND ALL DAMAGES, INCLUDING CONSEQUENTIAL AND SIMILAR DAMAGES, AWARDED TO A THIRD PARTY FOR WHICH
INDEMNIFICATION IS PROVIDED BY A PARTY UNDER SECTION 4.2;(ii)CUSTOMER'S OUT-OF-POCKET COSTS TO NOTIFY AFFECTED PERSONS AND/OR
PAY FOR CREDIT MONITORING SERVICES FOR SUCH PERSONS FOR A ONE-YEAR PERIOD INCURRED AS A RESULT OF SUNGARD'S BREACH OF SECTION
S.
4.9. Exceptions. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN SECTIONS 4.7 AND 4.8 SHALL NOT APPLY TO:(a)BREACHES OF THE SCOPE OF
USE;(b)FAILURE TO PAY FEES WHEN DUE;(c)DAMAGES CAUSED BY EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT;(d)A PARTY'S LIABILITY FOR
DEATH OR PERSONAL INJURY DUE TO THAT PARTY'S NEGLIGENCE;OR(e)A PARTY'S LIABILITY FOR DAMAGES TO THE EXTENT THAT SUCH LIMITATION
OR EXCLUSION IS NOT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN SECTION 4.7 DO NOT APPLY TO CLAIMS FOR WHICH
INDEMNIFICATION IS PROVIDED BY A PARTY UNDER SECTION 4.2.
4.10.Third-Party Software. To facilitate Customer's access and use of the Third-Party Software,the licensor(s)of such Third-Party Software have agreed
to allow SunGard to provide the Third-Party Software to Customer subject to the following additional conditions: (1) the Third-Party Software shall be
used only In conjunction with any permissible use of the Solution specifically authorized in this Agreement,and (LI) the Third-Party Software shall be
used only in accordance with licensor's terms and conditions and documentation for the Third-Party Software which, unless otherwise included in,a
specific Supplement to the Order,shall be provided to Customer with the receipt of such Third-Party Software.SunGard shall use reasonable efforts to
provide Customer the benefit of all indemnities and warranties granted to SunGard by the licensor(s)of the Third-Party Software,to the extent possible
without additional cost to SunGard,as and if permitted by SunGard's agreement with the licensor of the Third-Party Software,and to the extent such
warranties and indemnities pertain to Customer's use of the Third-Party Software hereunder. In the event of any defect in any Third-Party Software(in
the form delivered by SunGard and when properly used for the purpose and in the manner specifically authorized by this Agreement),SunGard will use
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commercially reasonable efforts to replace or correct the Third-Party Software without charge. If SunGard complies with this provision,it shall face no
further liability with respect to any defect in any Third-Party Software.
Unless as otherwise provided in a specific Supplement to the Order,or as provided in the licensor's terms and conditions,SunGard shall provide Level 1
support of the Third-Party Software. For purposes herein,Level 1 Support shall mean:
1) Taking the first support call from Customer and qualifying the call priority,or if an existing case,obtaining case information;
2) Gathering information about the case,defining and describing the problem,and determining if the Third Party Software is the cause of the
problem. Analyze problem symptoms,attempt to find root cause if appropriate and document result of such attempts.Determining if the
problem is a known Third-Party Software problem by accessing third party online support resources;and
3) if it is determined to be a Third-Party Software problem,contacting the Third-Party Software technical support. For new cases,opening a case
and selecting a priority. For existing cases,providing the case number and information gathered to the Third-Party Software support engineer.
4.11. Third-Party Hardware and Third-Party Services.Customer is hereby advised that the third party,and not SunGard,assumes all responsibility for
and liability in connection with the Third-Party Hardware and Third-Party Services,and is solely responsible for delivering the Third-Party Hardware and
Third-Party Services to Customer. SunGard Public Sector is not authorized to make any representations or warranties that are binding upon the third
party or to engage in any other acts that are binding upon the third party,excepting specifically that SunGard is authorized to represent the fees for the
Third-Party Hardware or Third-Party Services as the same is provided for in the Order and to accept payment of such amounts from Customer on behalf
of the third party.
4.12. Open Source Software Components. The Solution may be providjed with or included Open Source Software,including that Open Source Software
identified in the Documentation or on the support services website for the Solution. The Open Source Software is licensed under the terms of the open
source license that accompanies or is made available with such Open Source Software,including via a website designated by SunGard. Nothing in this
Agreement limits Customer's rights under,or grants Customer rights that supersede,the terms and conditions of any applicable license for such Open
Source Software. Open Source Software shall not be deemed to be part of the Solution under this Agreement and SunGard shall have no liability relating
to such Open Source Software;provided,however,that SunGard shall be responsible for fixing Errors caused by the Open Source Software to the same
extent as SunGard's ongoing support obligations as set forth in Section 8.5 and 9.33 of ffiis Agreement.
4.13. Open Negotiation. Customer and SunGard have freely and openly negotiated alis Agreement,including the pricing,with the knowledge that the
liability of the parties is to be limited in accordance with the provisions of this Agreemept.
4.14.Title and Risk of Loss.In no event will SunGard be deemed to have taken title or any similar right or interest in or of any Third-Party Software or
Third-Party Hardware in the chain of distribution to Customer,and title,risk of loss,and/or such similar right or interest in or to the Third-Party Software
or Third-Party Hardware will be deemed to vest in Customer either at the point of delivery to carrier for shipment or as otherwise provided for in the
licensor's terms and conditions.
4.15. Disclaimer. Except as may be provided in Section 4.10 above, Customer agrees and understands that SUNGARD MAKES NO WARRANTIES
WHATSOEVER,EXPRESSED OR IMPLIED,WITH REGARD TO THETHIRD-PARTY PRODUCTS. ALL WARRANTIES(IF ANY)ARE PROVIDED TO CUSTOMER BY
THE LICENSORS, MANUFACTURERS OR PROVIDERS OF SUCH THIRD-PARTY PRODUCTS. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR ITS OBLIGATION TO REMIT PAYMENT RECEIVED FROM
CUSTOMER TO THE THIRD PARTY PURSUANT TO THIS AGREEMENT,SUNGARD WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE
THIRD-PARTY PRODUCTS.
4.16 Other Limitations. The warranties made by SunGard in this Agreement, and the obligations of SunGard under this Agreement, run only to
Customer and not to its Affiliates,its customers or any other Persons. Under no circumstances shall any Affiliate or customer of Customer or any other
Person be considered a third-party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement(including any
right to be consulted in connection with any variation or rescission of the Agreement agreed between SunGard and Customer),even if such Affiliates,
customers or other Persons are provided access to the Solution or data maintained in the Solution via the Internet or other networked environment.
Except to the extent specified in an Order,SunGard shall not be deemed Customer's official record keeper for regulatory or other purposes and shall
have no obligation to retain any records or data on Customer's behalf after termination or expiration of this Agreement.
S. Confidentiality,Security,Ownership and Use Restrictions.
5.1. Confidentiality. The party receiving Confidential Information("Receiving Party")of the other("Disclosing Party")shall not,and shall cause its
Authorized Recipients not to, use Confidential Information for any purpose except as necessary to implement, perform or enforce this Agreement.
Receiving Party will use the same reasonable efforts to: (a) protect the Confidential Information of Disclosing Party as it uses to protect its own
proprietary information and.data. Prior to disclosing the Confidential Information to its Authorized Recipients,Receiving Party shall inform them of the
confidential nature of the Confidential Information and require them to abide by the terms of this Agreement. Receiving Paiiy will promptly notify
Disclosing Party if Receiving Party discovers any improper use or disclosure of Confidential Information and will promptly cammence all reasonable
efforts to investigate and correct the causes of such Improper use or disclosure. If Receiving Party believes the Confidential Information must be
disclosed under applicable law, Receiving Party may do so provided that, to the extent permitted by law, the other party is given a reasonable
opportunity to contest such disclosure or obtain a protective order.
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5.2. Security.
(a) SunGard will implement commercially reasonable administrative, technical and physical safeguards designed to: (i)ensure the security and
confidentiality of Customer Data; (ii)protect against any anticipated threats or hazards to the security or integrity of Customer Data;and (iii)
protect against unauthorized access to or use of Customer Data. SunGard will review and test such safeguards on no less than an annual basis.
(b) If Customer makes the Solution or data maintained by the Solution accessible through the Internet or other networked environment,Customer
shall be solely responsible for all aspects of Internet use,and shall maintain,in connection with the operation or use of the Solution,adequate
technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity,
authorization,authentication and non-repudiation and virus detection and eradication.
(c) To the extent that Third-Party Users are permitted to have access to the Solution, Customer shall maintain agreements with such Third Party
Users that adequately protect the confidentiality and intellectual property rights of SunGard in the Solution and Documentation,and disclaim any
liability or responsibility of SunGard with respect to such Third Party Users.
5.3. Personal Data. If SunGard processes or otherwise has access to any personal data or personal information on Customer's behalf when performing
SunGard's obligations under this Agreement,then:(i)Customer shall be the data controller(where"data controller"means an entity which alone or
jointly with others determines purposes for which and the manner in which any personal data are,or are to be,processed)and SunGard shall be a data
processor(where"data processor"means an entity which processes the data only on behalf of the data controller and not for any purposes of its own);
(ii) Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or personal information to
SunGard so that SunGard may lawfully use, process and transfer the personal data and personal information in accordance with this Agreement on
Customer's-behalf, which may include SunGard processing and transferring the relevant personal data or personrl information outside the country
where Customer and the Authorized Users are located in order for SunGard to provide the Solution and perform its other obligations under this
Agreement;and(iii)SunGard shall process the personal data and personal information only in accordance with any.-lawful and reasonable instructions
given by Customer from time to time as set out In and in accordance with the terms of this Agreement; and (iv) each party shall take appropriate
technical and organizational measures against unauthorized or unlawful processing of the personal data and personal information or its accidental loss,
destruction or damage so that,having regard to the state of technological development and the cost of implementing any measures,the measures taken
ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accid6ntal loss,destruction or
damage in relation to the:personai data and personal information and the nature of the personal data and personal informEAlon being protected. If
necessary,the parties will cooperate to document these measures taken.
5.4. SG Solution Details. ;The SG Solution Details are trade secrets and proprietary property of SunGard or its licensors,having great commercial value
to SunGard or its licensors.!Title to all SG Solution Details and all related intellectual property and other ownership rights shall be and remain exclusively
with SunGard or its licensors,even with respect to such items that were created by SunGard specifically for or on behalf of Customer. SunGard and its
Affiliates may freely use Feedback without attribution or the need for SunGard,its Affiliates or any third party to pay Customer or any third party any
royalties or other fees of any kind. This Agreement is not an agreement of sale,and no intellectual property or other ownership rights to any SG Solution
Details are transferred to Customer by virtue of this Agreement. All copies of SG Solution Details in Customer's possession shall be deemed to be on loan
to Customer during the term of this Agreement.
S.S. Use Restrictions. Except to the extent specifically authorized by this Agreement,Customer shall not,shall not attempt to,and shall not permit any
other Person under its reasonable control to:(a)use any SG Solution Detail for any purpose,at any location or in any manner not specifically authorized
by this Agreement;(b)make or retain any Copy of any SG Solution Detail;(c)create or recreate the source code for the Solution,or re-engineer,reverse
engineer,decompile or disassemble the Solution except to the extent specifically permitted by applicable law;(d) modify, adapt,translate or create
derivative works based upon the Solution or Documentation,or combine or merge any part of the Solution or Documentation with or into any other
software or documentation except to the extent specifically permitted by applicable law;(e)refer to,disclose or otherwise use any SG Solution Detail as
part of any effort either(i)to develop a program having any functional attributes,visual expressions or other features similar to those of the Solution or
(ii)to compete with SunGard;(f)remove,erase or tamper with any copyright or other proprietary notice printed or stamped on,affixed to,or encoded
or recorded in any SG Solution Detail,or fail to preserve all copyright and other proprietary notices in any Copy of any SG Solution Detail made by
Customer;(g)sell,market,license,sublicense,distribute or otherwise grant to any Person,including any outsourcer,vendor,sub-contractor,consultant
or partner,any right to use any SG Solution Detail or allow such other Person to use or have access to any SG Solution Detail,whether on Customer's
behalf or otherwise;or(h)use the Solution to conduct any type of application service provider,service bureau or time-sharing operation or to provide
remote processing,network processing,network telecommunications or similar services to any Person,whether on a fee basis or otherwise.
5.6. Notice and Remedy of Breaches. Each party shall promptly give notice to the other of any actual or suspected breach by it of any of the provisions
of this Section 5,whether or not intentional,and the breaching party shall,at its expense,take all steps reasonably requested by the other party to
prevent or remedy the breach.
5.7. Enforcement. Each party acknowledges that any breach of any of the provisions of this Section 5 may result in irreparable injury to the other for
which money damages would not adequately compensate. If there is a breach,then the injured party shall be entitled,in addition to all other rights and
remedies which it may have,to have a decree of specific performance or an injunction Issued by any competent court,requiring the breach to be cured
or enjoining all Persons involved from continuing the breach.
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6. Professional Services.
6.1. Professional Services. An Order may identify certain Professional Services. .
6.2. Professional Services Fees. Customer shall pay to SunGard the professional services fees stated on the Order. In each case where professional
services fees are not specified on the Order,then the fees for such services shall be based upon SunGard's then standard professional services fee rates.
6.3. Expense Reimbursements. Customer shall reimburse SunGard for reasonable travel,living and other out-of-pocket expenses incurred by SunGard
personnel in connection with all services, including, but not limited to, Professional Services and maintenance and support rendered by SunGard.
Reimbursable expenses shall be incurred by SunGard personnel in accordance with SunGard's then current per diem travel expense guidelines,a copy of
which will be included in the Order. SunGard shall invoice Customer for reimbursement of these expenses on a monthly basis,as Incurred.
6.4. Cooperation and Access to Facilities,Data and Employees. To the extent reasonably necessary for SunGard to perform its obligations under this
Agreement,Customer shall provide to SunGard access to Customer's location site,equipment,data and employees,and shall otherwise cooperate with
SunGard in its performance hereunder,all as reasonably necessary for SunGard to perform its obligations under this Agreement.
6.5. Professional Services Warranty. SunGard warrants to Customer that Professional Services will be performed in a good and workmanlike manner
by qualified personnel,subject to Section 6.4. SunGard shall have no liability under this Section 6.5 unless,within thirty(30)days after the actual date of
the particular Professional Services,SunGard receives notice from Customer describing the breach of this warranty,together with adequate supporting
documentation and data. Upon receipt of any such notice,SunGard's only obligation under this Section 6.5 is to remedy the breach and re-perform the
particular Professional Services affected as soon as reasonably practical at no additional charge.
6.6. Compliance with Customer Policies. While SunGard personnel are performing services at Customer's site, SunGard will ensure that such
personnel comply with Customer's reasonable security procedures and site policies that are generally applicable to Customer's other suppliers providing
similar services and that have been provided to SunGard in writing and in advance. Customer shall promptly reimburse SunGard for any out-of-pocket
costs incurred in complying with such procedures and policies.
6.7. Contributed Material. In the.process of SunGard's performing Professional Services,Customer may,from time to time,provide SunGard with
designs,plans,or specifications,improvements,works or other material for inclusion in,or making modifications to,the Solution,the Documentation or
any other deliverables ("Contributed Material"). Customer grants to SunGard a nonexclusive,irrevocable, perpetual,transferable right, without the
payment of any royalties or other compensation of any kind and without the right of attribution,for SunGard, SunGard's Affiliates and SunGard's
licensees to make,use,sell and create derivative works of the Contributed Material.
7. Term and Termination.
7.1. Order Term. The Order may state an initial term for the use of the Solution("Initial Term")and may state renewal terms(each a"Renewal Term").
"Order Term"means the Initial Term together with any Renewal Terms.
7.2. Termination. Either party may terminate this Agreement by giving notice of termination to the other party if the other party breaches any of its
material obligations(other than Customer's failure to pay Support Fees during a Renewal Support Term)under this Agreement and does not cure the
breach within thirty(30)days after receiving notice describing the breach in reasonable detail.
7.3. Effect of Termination. The provisions of Sections 3,4,5,7.3 and 10 shall survive any termination of this Agreement,whether under this Section 7
or otherwise. Customer shall be liable for all payments due to SunGard for the period ending on the date of termination. Upon a termination of this
Agreement,whether under this Section 7 or otherwise,or upon the expiration or termination of an Order Term,Customer shall:(i)discontinue all use of
the affected Solution and Documentation,(Ii)promptly return to SunGard all copies of the affected Solution and Documentation and any other affected
SG Solution Details then in Customer's possession; and (iii) give notice to SunGard certifying that all copies of such items have been permanently
deleted.
8. Terms Applicable To SaaS,ASP and Hosting. The following provisions in this Section 8 apply solely to Hosting Services and to Orders for and ASP
Solution or SaaS Solution.
8.1. Saas,ASP and Hosting.SunGard shall provide the Hosting Services and/or access to the ASP Solution or SaaS solution,as described and for the
term specified on the Order.
8.2. Passwords and Solution Access. If SunGard provides Customer or its Authorized Users with unique access codes to access the Solution(each,a
"Password"), Customer shall hold any such Passwords in strict confidence and shall not assign,share,misuse or abuse the Passwords or attempt to
render ineffective the password protection of the Solution. If Customer suspects or learns that a Password is being used to gain unauthorized access to
the Solution,Customer will immediately notify SunGard so that it can change,or assist Customer in changing,the applicable Password.To the extent the
Solutions within SunGard's network,SunGard may suspend access to the Solution without advance notice if SunGard reasonably believes the Solution is
being used or accessed in an unauthorized,illegal or disruptive manner,provided that SunGard will promptly notify Customer of any such event.
8.3. Customer Data.
(a)Customer shall supply,or cause to be supplied,all Customer Supplied Data. Customer shall transmit the Customer Supplied Data to SunGard by
communications link or In another manner described on the Order. As between SunGard and Customer,Customer shall be responsible for ensuring that
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the Customer Supplied Data is Accurate and complete. Customer represents and warrant to SunGard that Customer has the full legal right for Customer
and SunGard,its affiliates and agents to use the Customer Supplied Data for processing hereunder.
(b)Within thirty(30)days after termination of Hosting Services or of an Order for an ASP Solution or SaaS Solution,Customer shall give SunGard an
instruction notice regarding the disposition of any tapes,data,files and other property belonging to Customer and then in SunGard's possession. To the
extent practicable and at Customer's expense after receipt of such notice,SunGard shall use commercially reasonable efforts to comply with the notice,
including converting the data on the Solution to machine-readable form. SunGard may retain such property until SunGard receives all payments due to
SunGard under that Order. If Customer fails to give that notice within thirty(30) days after such termination,then SunGard may dispose of such
property in a commercially reasonable manner.
(c) In order to improve SunGard's product and service offerings for its customers,SunGard may maintain a database of information residing on the
Solution. SunGard and its affiliates may use and distribute such data in an aggregated and de-identified format,including as a part of the development,
distribution and licensing of any SunGard product or service offering.
8.4. Regulatory Access. To the extent permitted by law,each party will notify the other promptly of any formal request by an authorized governmental
agency or regulator to examine Customer Data or other records, if any, regarding Customer that are maintained in SunGard facilities under this
Agreement. Customer will reimburse SunGard for the reasonable out-of-pocket costs SunGard incurs,and for time spent,in making such Customer Data
or other records,if any,available for examination and audit by the governmental agency or regulatory authority that has jurisdiction over Customer's
business.
8.5. Support. SunGard shall provide to Customer the ongoing support services as described in the Order.
8.6, Data Backup and Disaster Recovery. If the Solution maintains a database then,unless otherwise stated on the Order:
(a) SunGard shall provide an electronic backup of the Customer Data accordance with the backup cycle defined in the Order(and if no backup cycle
is defined,at reasonable intervals);and
(b) SunGard shall maintain a disaster recovery plan which includes a procedure for the restoration of Customer's production environment at an
alternate facility in the event of a disaster. SunGard's disaster recovery plan shall be tested at least once each calendar year.
8.7. Interruption to Solution. From time to time,SunGard shall be entitled(at its discretion,without incurring liability for so doing)to interrupt the
Solution to:(i) perform repairs and other maintenance and install enhancements on SunGard's equipment,software and/or other systems that are
required for the provision of the Solution,or(ii)make adjustments to its infrastructure(including,for example,in relation to resources shared by its
other oistomers)and thereby cause a disruption in the provision of the Solution. Except in the case of emergency repairs,maintenance or adjustments,
SunGard will(a)give Customer reasonable prior notice of the interruption;(b)limit such interruptions to outside of SunGard's normal business hours;
and(c)use commercially reasonable efforts to minimize the impact of the interruption.
B.S. Harmful Code. Using a recent version of a reputable virus-checking product(to the extent commercially available), Customer will check the
Specified Configuration for Harmful Code and ensure no Harmful Code is introduced by its end users or from its systems into any systems used in the
Solution and will use commercially reasonable efforts to eliminate any such Harm`ul Code that either Customer or SunGard discovers.
8.9. Volume Increases.Customer shall give notice to SunGard whenever Customer intends to materially increase the volume of data to be processed
on the Solution. Any such increase that results in an increase beyond the Scope of Use requires an additional executed Order and the payment of
additional fees.
9. Terms Applicable to Software Licenses. The following provisions in this Section 9 apply solely to an Order that provides the right for Customer to
install the Solution at the facility identified on the Order.. ,
9.1. Grant. Except as otherwise provided in an Order,SunGard grants to Customer anon-transferable,non-exclusive,term license to use the Solution
In accordance with this Agreement and the Scope of Use. The Solution shall be installed in object code form only at Customer's locations)listed on the
Order ("Designated Locations)"). Customer may, subject to Section 10.4, use or access the Solution at or from Customer locations worldwide.
Customer may change a Designated Location by giving prompt notice thereof to SunGard. Customer may copy and use the Solution installed at the
Designated Location for inactive back-up and disaster recovery purposes. Customer may copy the Documentation to the extent reasonably necessary for
use of the Solution under this Agreement.
9.2. Initial Installation. SunGard shall deliver to Customer the initial Copies of the Solution stated on the Order by supplying such initial Copies(a)by
physical shipment,such as on a disc or other media,or(b)by electronic delivery,such as by posting it on SunGard's network for downloading. Physical
shipment is on F.O.B. terms,SunGard's shipping point and electronic delivery is deemed effective at the time SunGard provides Customer with access to
download the Solution. The date of such delivery shall be referred to as the"Delivery Date."
9.3. Support. Beginning on the Order Execution Date and continuing for the duration of the initial support term set forth on the Order("Initial Support
Term"),SunGard shall provide the ongoing support services described in that Order;and Customer shall pay to SunGard support fees stated on such
Order("Support Fees"). Upon expiration of the Initial Support Term,the ongoing support services shall automatically renew and Customer shall be
obligated to pay the Support Fees for additional annual support periods(each a"Renewal Support Term"),until the earlier of:
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(a)a party giving the other notice of Its intent to terminate ongoing support services(in accordance with Section 10.1)at least sixty(60)days before the
end of the Initial Support Term or Renewal Support Term,as applicable,provided that SunGard shall not provide such notice of support termination if
such termination would be effective prior to whichever is the later of(i)the fifth(5th)anniversary of the Order Execution Date;or(H)the date which falls
at the end of the period equal to two(2)times the Initial Support Term;or
(b)termination of this Agreement.
On an annual basis,SunGard may increase the Support Fees payable.
9.4. Support Termination. Upon the effective date of termination of ongoing support services by either party or at any time when Customer has failed
to pay Support Fees("Support Termination Date"):(1)SunGard shall discontinue providing all ongoing support services,including SunGard's obligations
under Section 9.3;(ii)any SunGard warranties under this Agreement shall cease to apply for the period after the Support Termination Date;and (iii)
SunGard shall not be liable for Customer's use of the Solution after the Support Termination Date except for SunGard's indemnification obligations for
any third-party claims covered by Section 4.2 that arose prior to the Support Termination Date (but only to the extent such claim would not have been
remedied by a Release made available by SunGard afterthe Support Termination Date).
9.5. Software Warranty. SunGard warrants to Customer that for a period of twelve(12) months from the Delivery Date,the Solution(as delivered to
Customer by SunGard and when properly used for the purpose and in the manner specifically authorized by this Agreement),will perform as described
in the Documentation in all material respects. SunGard's sole obligation and liability uhder this warranty is to comply with the provisions of Section 9.3
of this Agreement.
9.6. Remote Access of Installed Software. Provided that SunGard performs such services in accordance with the confidentiality provisions of this
Agreement,Customer shall permit SunGard,at SunGard's option,to remotely access the Solution installed at the Designated Location for[he purpose of
providing support services to Customer under Section 9.3 and otherwise implementing the purposes of this Agreement. In remocely accessing such
Solution,SunGard will comply with Customer's reasonable security procedures and company policies that have been provided to SunGard in writing.
Customer shall promptly reimburse SunGard for any out-of-pocket costs incurred in complying with such procedures and policies.
9.7. Backup. Customer acknowledges that it i;the best judge of the value and importance of the data held on Customer's systems and that Customer
shall be solely responsible for maintaining secure and complete back-up copies of all data that Customer processes using the Solution,which data A::be
backed-up on not less than a daily basis and which will be readily available on machines controlled by Customer to facilitate the prompt restoration of
such data in the event of any loss of or damage to it. SunGard shall have no liability for any loss or damage caused by Customer's failure to maintain
such backed-up copies. '
9.8. Audit. At SunGard's expense and upon written request with reasonable notice,Customer will permit SunGard,its personnel or its outside auditors
to enter the relevant Customer locations during normal business hours and audit the number of copies of the Solution and Documentation in Customer's
possession and information pertaining to Customer's compliance with this Agreement. Such audits shall not occur more than once in any twelve(12)
month period(unless SunGard believes,in good faith,that there has been a breach of this Agreement by Customel•)and shall be performed in a manner
not to disrupt Customer's business and operations and will respect the confidentiality of Customer,its suppliers and customers. Customer will, in a
timely manner,reasonably cooperate with the auditors and provide the auditors all assistance as they may reasonably request in connection with the
audit. Customer may require auditors acting on behalf of SunGard to execute reasonable confidentiality agreements and comply with Customer's
reasonable security requirements,but the requirement will not apply to SunGard's internal auditors otherwise bound by the confidentiality conditions of
this Agreement.
10. Other Provisions,Reserved
10.1. Notices. All notices,consents and other communications under or regarding this Agreement shall be in writing and shall be deemed to have been
received on the earlier of:(a)the date of actual receipt;(b)the third business day after being mailed by first class,certified or air mail or(c)the first
business day after being sent by a reputable overnight delivery service. Any notice may be given by facsimile,or email if notice by one of the foregoing is
provided promptly thereafter. Customer's address for notices is stated on the Order. SunGard's address for notices is stated on the Order. In the case
of(i)any notice by Customer alleging a breach of this Agreement by SunGard or(ii)a termination of this Agreement,Customer shall also mail a written
notice to SunGard Data Systems Inc.,680 East Swedesford Road,Wayne,Pennsylvania 19087,Attention:General Counsel and such notices shall identify
the name date,specific parties and SunGard Order Number. Either party may change its address for notices by giving written notice of the new address
to the other party.
10.2. Defined Terms. As used In this Agreement,the terms below(and their plural forms)have the following meanings:
(a) "affiliate"whether capitalized or not,means,with respect to a specified Person,any Person which directly or indirectly controls,is controlled by,
or is under common control with the specified Person as of the date of this Agreement,for as long as such relationship remains in effect.
(b) "Authorized Recipient" means: (i) with respect to Customer, Customer, any Authorized User and any employee of a Customer contractor,
provided that the contractor is not a competitor of SunGard;and(ii)with respect to SunGard,SunGard,its foreign and domestic Affiliates and
their respective contractors.
(c) "Authorized User"means a Customer employee.
7
(d) "Confidential Information"means all business or technical information disclosed by Disclosing Party to Receiving Party in connection with this
Agreement. Confidential Information Includes without limitation:(i)Customer Data and the details of Customer's computer operations;and(ii)
the SG Solution Details.Confidential Information does not include information that:(aa)prior to the receipt thereof under this Agreement,had
been developed independently by Receiving Party,or was lawfully known to Receiving Party,or had been lawfully received by Receiving Party
from other sources, provided such other source did not receive it due to a breach of an agreement with Disclosing Party,and Receiving Party
knew of such breach or ought to have reasonably known of such breach;(bb)is publicly known at or after the time either party first learns of such
information, or generic information or knowledge which either party would have learned in the course of its work in the trade, business or
industry;or(cc)subsequent to the receipt thereof under this Agreement;(1)is published by Disclosing Party or is disclosed generally by Disclosing
Party to others without restriction on its use and disclosure; or(2) has been lawfully obtained by Receiving Party from other sources which
Receiving Party reasonably believes lawfully came to possess it.
(e) "copy"whether capitalized or not,means any paper,disk,tape,film,memory device or other material or object on or in which any words,object
code,source code or other symbols are written,recorded or encoded,whether permanent or transitory.
(f) "Customer Data"means data stored in,or processed by,the Solution;provided that aggregated data that is not personally identifiable data and
not identifiable to Customer shall not be deemed Customer Data nor Customer's Confidential Information.
(g) "Customer Supplied Data"means any information or data introduced into the Solution by or on behalf of Customer.
(h) "Disputed Amount"means a good faith dispute by Customer of certain amounts invoiced under this Agreement. An amount will only constitute a
Disputed Amount if(i) Customer has given notice of the dispute to SunGard promptly after receiving the invoice and (ii)the notice explains
Customer's position in reasonable detail. A disputed will not exist'as to an invoice in its entirety merely because certain amounts on the invoice
are Disputed Amounts. .
(i) Documentation"means the standard user documentation SunGard provides for the Solution,as such Documentation may be updated from time
to time.
(i) "Error"means a failure of a Supported Release to perform in all material respects in accordance with the Documentation.
(k) "Export Laws"means any laws,administrative regulations and executive orders of the U.S.,the United Kingdom and any other jurisdiction where
any SG Solution Details will be located or from where any SG Solution Details will be accessed under this Agreement relating to the control of
imports and exports of commodities and technical data,use or remote use of software and related property or services,embargo of goods or
services or registration of this Agreement including the Export Administration Regulations of the U.S. Department of Commerce and the
regulations and executive orders administered by the Office of Foreign Asset Control of the U.S.Department of the Treasury.
(1) "Feedback"means any suggestions or recommendations for improvements or modifications to the Solution made by or on behalf of Customer.
(m) "including"whether capitalized or not,means including but not limited to.
(n) "Liability Cap"means the greater of Fifty Thousand U.ry.Dollars(US$50,000)or the amount identified on the Order as the liability cap,provided
however that,if no amount is identified on the Order then the liability cap shall be Fifty Thousand U.S.Dollars(US$50,000).
(o) "Open Source Software"means computer software made generally available at no charge by the copyright holder under a license which provides
the right to modify and distribute the software to anyone for any purpose at no charge.
(p) "person"whether capitalized or not, means any individual, sole proprietorship,joint venture, partnership, corporation,company,firm, bank,
association,cooperative,trust,estate,government,governmental agency,regulatory authority or other entity of any nature.
(q) "Professional Services"means installation,implementation,training or consulting services including custom modification programming,support
services relating to custom modifications,on-site support services,assistance with data transfers,system restarts and reinstallations provided by
SunGard under this Agreement.
(r) "Release"means a modification or update to the Solution,which SunGard,in its sole discretion,incorporates into the Solution without requiring
Its then existing client base to pay a separate fee(other than support fees).
(s) "Scope of Use" means the Designated Computer(s), Designated Location(s), License Term, Platform, Business Purpose, Number of Trades,
Number of Work Stations, Number of Developers, Number of Users, Volume Limit, Number of Production Databases, Number of Production
Servers,and/or other restrictions or parameters as are stated in Section 5.5 or on the Order. Scope of Use shall not include the processing of any
Acquired Business. Customer shall use the Solution in production to process Customer's business;provided that all increases in the Scope of Use
require the execution of an amendment amending the Scope of Use.
(t) "SG Solution Details"fneans any of the following:the Solution and Documentation,the object code and the source code for the Solution,the
visual-expressions, screen formats, report formats and other design features of the Solution, all ideas, methods, algorithms, formulae and
concepts used in developing and/or incorporated into the Solution or Documentation,all future modifications,updates,Releases,improvements
and enhancements of the Solution or Documentation,all derivative works(as such term is used in the U.S.copyright laws)based upon any of the
foregoing and all copies of the foregoing.
8
(u) "Supported Release"means,unless otherwise stated in the Order,the latest Release of the Solution that is generally available to SunGard's client
base.
(v) 'Third-Party Product"means Third-Party Software,Third Party Hardware,Third-Party Data or Third-Party Services.
(w) "Third-Party Hardware"means that hardware specified as thrid party hardware on the Order.
(x) "Third-Party Services"means those services specified as third party services on the Order.
(y) "Third-Party Software"means the software specified as third-party software on the Order.
(z) "Third-Party User"means any of Customer's customers,or their customers,to the extent such persons are provided access to the Solution or
Third-Party Data hereunder.
10.3.Parties in Interest.
(a) This Agreement shall bind, benefit and be enforceable by and against SunGard and Customer and,their respective permitted successors and
assigns.
(b) Customer shall not assign this Agreement or any of its rights hereunder,nor delegate any of its obligations hereunder,without SunGard's prior
written consent, except such consent shall not be required in the case of an assignment of this Agreement(but not of any individual rights or
obligations hereunder)to (i) a purchaser of or successor to substantially all of Customer's business (unless such purchaser or successor is a
software, data processing or computer services vendor that is a competitor of SunGard,its parent companyor any of its Affiliates)or(ii)an
Affiliate of-.Customer,provided in the case of such an assignment,Customer guarantees the obligations of the a:csignee and the use of the Solution
is nof'aroadened beyond the Scope of Use. Any assignment by Customer in breach of this Section shall be void. Any express assignment of this
Agreement:,any change in control of Customer(or its Affiliate in the case of an assignment to that Affiliate under this Section 10.3(b)and any
assignment by merger or otherwise by operation of law, shall constitute an assignment of this Agreement by Customer for purposes of this
Section 0("Customer Assignment"). In the event of a Customer Assignment,or any acquisition of additional business by Customer,whether by
asset acquisition, merger or otherwise by operation of law (collectively with the Customer Assignment, "CustomF:r Additional Business
Acquisition"),Customer shall give notice to SunGard notifying SunGard if Customer desires to use the Solution to process any additional business
related to such Customer Additional Business Acquisition("Acquired Business").
10.4.Export Laws. Customer acknowledges that the SG Solution Details and the services provided by SunGard hereunder and this Agreement are
subject to the Export Laws. Customer shall not violate the Export Laws or otherwise export,re-export or use,directly or indirectly(including via remote
access), any part of the Solution, Confidential Information or services in a manner, or to or for any person or entity,for which a license or other
authorization is required under the Export Laws without first obtaining such license or authorization.
10.5.Relationship. The relationship between the parties created by this Agreement is that of independent contractors and not partners,joint venturers
or agents.
16.6.Entire Understanding. This Agreement,which includes and incorporates the Order,and'any other schedules,exhibits and addenda hereto states
the entire understanding between the parties with respect to its subject matter,and supersedes all prior proposals,marketing materials,negotiations,
representations(whether negligently or innocently made),agreements and other written or oral communications between the parties with respect to
the subject matter of this Agreement. In the event of a conflict between the provisions of the SST and an Order incorporating the SST,the terms of such
Order shall prevail. Any written, printed or other materials which SunGard provides to Customer that are not included in the Documentation are
provided on an"as is"basis,without warranty,and solely as an accommodation to Customer. In entering into this Agreement each party acknowledges
and agrees that it has not relied on any express or implied representation,warranty, collateral contract or other assurance (whether negligently or
innocently made),except those expressly set out in this Agreement. Each party waives all rights and remedies which,but for this Section 10.6,might
otherwise be available to it in respect of any such representation (whether negligently or innocently made),warranty, collateral contract or other
assurance. Nothing in this Agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation.
10.7. Modification and Waiver. No modification of this Agreement,and no waiver of any breach of this Agreement,shall be effective unless in writing
and signed by an authorized representative of the party against whom enforcement is sought. This Agreement may not be modified or amended by
electronic means without written agreement of the parties with respect to formats and protocols. No waiver of any breach of this Agreement,and no
course of dealing between the parties,shall be construed as a waiver of any subsequent breach of this Agreement.
10.8. Heading.. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement. .
10.9. Personnel. Customer acknowledges that: (a) SunGard expends substantial time and money, on an ongoing basis, to recruit and train its
programmers,trainers,data processing,customer support and professional services team personnel("SunGard Personnel");(b)SunGard's business is
highly competitive,is marketed throughout the United States,Europe and in many other locations worldwide,and requires long sales lead times often
exceeding one (1) year; and (c) if Customer were to hire SunGard.Personnel, then SunGard may suffer lost sales opportunities and would incur
substantial time and money in hiring and training replacement(s)for those SunGard Personnel. Accordingly,if Customer,directly or through one or more
subsidiaries or other controlled entities,hires any SunGard Personnel at any time when such SunGard Personnel is employed or engaged by SunGard or
during the six(6)months after such employment or engagement ends,then Customer shall pay to SunGard as liquidated damages(and not a penalty)an
amount equal to twelve(12)months of such SunGard Personnel's salary and other compensation(including bonus or commission payments)at the time
9
of leaving his/her employment or engagement with SunGard. For purposes of this provision,"hire"means to employ as an employee or to engage as an
independent contractor,whether on a full-time,part-time or temporary basis. This provision will remain in effect during the term of this Agreement and
for a period of one(1)year after expiration or termination of this Agreement.
10
SUNGAR®° P U B U C S E CTO R
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Revised Exhibit 1 — Revised Scope d Work
TRAKiT9 Migration
TRAKIT 9 Licensing Terms
The following software is currently licensed by the Client and will be replaced during the migration
process:
TRAKIT 9 Software
SunGard Systems will transfer the license&maintenance from the current TRAKIT product to
TRAKiT9. Modules currently licensed bythe Client include:
- 30 End-user licenses
- GeoTRAK(formerly LandTRAK)
- PermitTRAK
- ProjectTRAK
- CodeTRAK
- GIS Advanced Version(support for ArcGIS Server 10.1 and above only)
SunGard shall provide maintenance service,technical support,and software updates.Covered
software does not include hardware, hardware vendor operating systems and other system
software,CLIENT-developed software,or third-party software.A separate"Software Maintenance
Agreement"must be executed along with this quote.
eTRAKIT Software
SunGard will ensure that current eTRAKiT settings are maintained and connected properly to the
new TRAKiT9 database.
MobileTRAK Software
SunGard will ensure that current MobileTRAK settings are maintained and connected properly to the
new TRAKiT9 database. This includes migration for the following modules:
- iTRAKiT
Installation&Migration Assistance
SunGard will migrate all Client data contained within TRAKiT and confirm that primary system functions
are available. Client understands that some functions/features are different or have been removed
from previous versions of TRAKIT.
Installation Assistance
SunGard will provide the TRAKiT 9 software and assist the City in installing it on a local server.
Server must have access to the agency's TRAKIT database. Software installation will be done one(1)
time and must be installed in Client's live environment. The Client will be charged for any moving
and/or reinstallation of the software.
Agency understands that the migration is for the existing TRAKIT configuration as provided to
SunGard on July 20,2016. No Business Process Review or Workbook Analysis meetings are
budgeted for this implementation.
Page 1 of 5 Proprietary and Confidential City of Round Rock,TX
November 7,2016
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Data Migration
SunGard will migrate the Client's existing TRAKIT database into the TRAKIT 9 data structure. Price
includes two(2)conversion routines:
1. Migration will occur at the initial delivery for Client testing. Any issues with migrated data
must be reported to SunGard at the conclusion of the initial testing period,which will be
defined by the Project Schedule that will be negotiated by the City and the SunGard project
manager.
2. lust prior to the Go Live event. The TWIT database must be provided to SunGard by no
later than 9:00 AM PST on the scheduled conversion date.
Any alterations made to the TRAKIT database by the Client during migration will result in additional
charges to correct.
Agency Responsibilities
The Agency agrees to the following:
- Fully test the system and host the site live per the project schedule that the SunGard Project
Manager will present/negotiate to the City.
- Client will be responsible for providing remote network access to SunGard.
- Any delays in the project schedule caused by the City may result in additional charges.
- The client must track any alterations made to their production TRAKIT database while
testing TRAKiT9,and apply those changes(as needed)to the TRAKiT9 database with the
guidance of CRW. Any alterations made to the TRAKiT database by the Client during
migration will result in additional charges should CRW need to correct.
- Client will provide IT support,as requested by SunGard,to affect changes to the client
environment in support of this project.
- Any delays in the negotiated project schedule caused by the City may result"in additional
charges.
Report,Document,&Customization Migration
TRAKIT Reporting has been updated from Crystal Reports(SAP)to SQL Server Reporting Service
(Microsoft SSRS)standards. Client understands that the format/details of the TRAKiT9 reports may vary
from the TRAKiT.Net reports.The following custom reports,documents,forms,and customizations will
be delivered as part of the migration. Any reports not identified on the list below will result in additional
fees,if SunGard needs to correct any errors.
TRAKIT 9 Standard Reports
Standard Reports are included at no cost to the client. The following list of Standard Reports are in
current use by the Client and will be migrated to TRAKiT9:
1. PERM111
2. PERM110
3. PERM130S
4. PERM195
5. PERM160
6. PLAN30
7. CHART80
8. CHART20
9. CHART10
10. PROJ30
11. PROJ10
Page 2 of 5 Proprietary and Confidential City of Round Rock,TX
November 7,2016
SUNGAR®°PUBLIC SECTOR
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12. PERM170
13. PERM171
14. PROJ70
15. PERM50
16. PERM61
17. PERM62
18. BUS11
APencV-Specific Custom Reports/Forms
1. Case_History
2. DSO_15t_Submit_Letter
3. DSO-Site-Small-Site Letters
4. DSO-SITE-SMALL-SITE-LETTERS-SUB
5. DSO_Subdivision_lmprv_Letters
6. Perm it-P[an_Review_By_5ubmittal
7. RR_CO_Acceptance_letter
8. RR_CO-Recognition_letter
9. RR_Code-Fire_lnsp "
10. RR_Code_Letter_to_legal
11. RR-code-violation-letter
12. DSO-Permit-Details(previously identified as RR_Permlt_Details)
13. RR_Plan_Review_By_5ubmittal
14. RR-PLAT-ANALYSIS
15. RR_StaffAnalysis2
16. RR-StaffAnalysisPlat
17. RR StaffAnalysisZon
18. RR TCO letter
19. RR Temp CO-Application Ext
20. ACCT95TA-Trust Payments(by Account)-Summary
21. RR_ACCTNUM-CASH_CHECK-Payments(by Account) Cash and Check only
22. RR_CAPITALVALUEADD-Capital Value Additions
23. RR_CASEDSOPENED_CODE41-Cases Opened(Select Type and Status)
24. RR_CASESOPENEDSUBTYPE_CODE23-Cased Opened(By Subtype)
25. RR_ DEPOSIT-INSPECTIONS-Payments for Inspection Fees
26. RR_DEPOSITACCT FOR_I5-Payments for Insp Fees by Account for IS
27. RR_DSO_PERMIT_OPEN REVIEWS-DSO Permit Review Status
28. RR_DSO_PERMITS-NOTCLOSED-Permits Applied for(select type)
29. RR_DSO-REVIEWS_BY-DATE-DSO Reviews by Date
30. RR-INSPECTIONS-SUBDIVISION-Inspections Requested by Subdivision
31. RR_NOTIFICATION_LTR_LABL-06.Notification Letters and Labels
32. RR-PROJECT-PLAN-REVIEW-HISTORY-04.Project Plan Review History
33. RR-PROJECT-STATUS-10.Project Status Report(Date/Type Selectable)
34. RR_PROJECTLIST-08.ProjectListing
35. RR_PWPROJECTS-CIPProjectStatus
36, RR_PZCOMMISSIONMEETING-01.P&Z Commission Meeting
37. 'RR-REVIEW-COM-ENG-TRANSMIT-'03.Review Comments to Engineer Transmittal
38. RR_STAFFANSLYSISPLAT-05a.Staff Analysis Report-Platting
39. RR_STAFFANALYSISZON-05b.Staff Analysis Report-Zoning
Page 3 of 5 Proprietary and Confidential City of Round Rock,TX
November 7,2016
SUNGARD° PUBLIC SECTOR
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40. RR_TAPAYANDDEPOSITS—Trust Activity
41. RR_TAPAYANDDEPOSITSNEW—Detailed Trust Activity
42. RR_TECH_REVIEW_TRANSMITPROIECT-02.Tech Review Transmittal
43. RR—TRANSACTION REPORT-Transaction Report
44. RR_TRUSTACCT_BALANCE—Trust Account Balances
45. RR—WATER—IRR—METER—Water&Irrigation Meter Report
46. RR WORKORDER—Generate Workorders
The RR_TABC RENEWAL—TABC Renewal Notices(This will need to be handled wither through the GLR
or custom script. It has database changes.)
User Training
Training will be conducted onsite at the Client's location.
Upfront Webinar Training
- SunGard will perform up to eight(8) hours webinar training at the beginning of the project.
- Training will be performed remotely.
SunGard Training
- One trainer to accommodate up to eight(8)students.
- Provide all necessary training material for students.
- Training will be broken into 4 hour(half-day)segments for each.class. Students must Ile
able to attend the full training session.
- Provide two(2)full onsite days of training/go live migration assistance.
Client Responsibility
- Provide an adequate training space to accommodate trainees.
- Provide eight(8)workstations/laptops for each individual to be trained.
- Workstation environment must connect directly to the Client's Live/Production database.
- Students will have sufficient basic knowledge of Client's business processes and basic MS-
Windows functions.
- Workstations must be compatible with Internet Explorer 10 or 11.
Technology Requirements
Supported Browsers:
- TRAKiT9:
o Internet Explorer 10,11
o Microsoft Edge
- eTRAKiT:
o Internet Explorer 9, 10, 11
o Microsoft Edge
o Google Chrome
o Mozilla Firefox
o Apple Safari
Server hardware requirements:
- Windows Server 2008 R2
- SQL Server 2008 R2 or later
Page 4 of 5 Proprietary and Confidential City of Round Rock,TX
November 7,2016
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- SRSS Reporting services enabled for reports
- ASP.net 4.0
- IIS 7+
- 32-bit enabled
- Web server must be exposed to the internet for eTRAKiT and iTRAKIT services
- Installation will occur on the Client's Live/Production environment only. If additional server
installations are required,this will be considered an additional cost for configuration.
Page 5 of 5 Proprietary and Confidential City of Round Rock,TX
November 7,2016
DATED:JULY 2011
JOROUNI
RRCK•TEXAS
P,ixrasr-rusos rxosrr>urc
CITY OF ROUND ROCK
INSURANCE REQUIREMENTS
1. an rnai
atairr at its sole cost and ex ense for the duration of
G
theagreement or purchase order resultingfrom a response to the Solicitation/S ecification insurance
INSURANCE: The Vendor shall re
a ainst claims for in'uries to ersons or dam es to ro ert which may arise from or in connection
with the erformance of the work as a result of the solicitation b the successful res ondent its
agents,represent tivesvolunteers em to ees or subcontractors. roved by the
1.1. Certificates of Insurance and endorsements shall be furnished to the City and app
City before work commences.
1.2. The following standard insurance policies shall be required:
1.2.1. General Liability Policy
1.2.2. Automobile Liability Policy
1.2.3. Worker's Compensation Policy
1.3. The following general requirements w ;3nnlldable to all policies:
authorizeand admitted to do business in the State of Texas
1.3.1. Only insurance companies lisc�ased
shall be accepted.
1.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a
per occurrence basis for property damage only.
1.3.3. Claims made policies shall not be accepted,except for Professiimal Liability Insurance.
1.3.4. Upon request,certified copies of all insurance policies shall be furnished to the City.
1.3.5. Policies shall include,but not be limited to,the following minimum limits:
1.3.5.1. Minimum Bodily Injury Limit's of$300,000.00 per occurrence.
1.3.5.2.Property Damage Insurance with minimum limits of$50,000.00 for each
occurrence.
1.3.5.3.Automobile Liability Insurance for all owned, non-owned,and hired vehicles
with minimum limits for Bodily Injury of$100,000.00 each person,and
$300,000.00 for each occurrence,and Property Damage Minimum limits of
$50,000.00 for each occurrence.
1.3.5.4.Statutory Worker's Compensation Insurance and minimum$100,000.00
Employers Liability Insurance.
1.3.6. Coverage shall be maintained for two years minimum after the termination of the
Agreement. ense to
hout exp
1.4. policies andshall
endorsements thereto and maytmake reasonable receive insurance
The be entitled� upon equest for deletion,revision,
p
or modification of particular policy terms,conditions, limitations, or exclusions(except where
policy provisions are established by law or regulation binding either of the parties hereto or the
underwriter of any of such policies). Upon such request by the City,the Vendor shall exercise
reasonable efforts to accomplish such changes in policy coverage and shall pay the cost
eet the requirements of the solicitation specification
thereof. All insurance and bonds shall m
and the insurance endorsements stated below.
Page 1 of 4
rRQUND��RQCKJUASDATED:JULY 2011
mum rRotrtRsty
1.5. Vendor agrees that with respect to the required insurance,all insurance contracts and
certificate(s)of insurance will contain and state, in writing, on the certificate or its attachment,
the following provisions:
1.5.1. Provide for an additional insurance endorsement clause declarin the Vendor's
insurance as primary. with exception to workers compensation
Include
1.5.2. Name the City and its officers,employees,and elected officials as additional insured's,
(as the interest of each insured may appear)as to all applicable coverage.
1.5.3. P-revide thirt„,tom notise to the-Qty-Af-� ,
1.5.4. Remove all language on the certificate of insurance indicating:
1.5.4.1.That the insurance company or agent/broker shall endeavor to notify the City;
and,
1.5.4.2. Failure to do so shall impose no obligation of liability of any kind upon the
company, its agents,or representatives.
1.5.5. Provide for notice to the City at the addresses listed below by registered mail:
1.5.6. Vendor agrees to waive subrogation against the City, its officers,employees, and
elected officials for injuries,including death, property damage,or any other loss to the
extent same may be covered by the proceeds of insurance.
1.5.7. Provide that all provisions of the agreement concerning liability, duty,and standard of
care together with the indemnification provision, shall be underwritten by contractual
liability coverage sufficient to include such obligations within applicable policies.
1.5.8. All copies of the Certificate of Insurance shall reference the project name, solicitation
number or purchase order number for which the insurance is being supplied.
1.5.9. .Vendor shall notify the City in the event of any change in coverage and shall give•such
notices not less than thirty days prior notice to the change,which notice shall be
accomplished by a replacement Certificate of Insurance.
1.5.10. All notices shall be mailed to the City at the following addresses:
Assistant City Manager City Attorney
City of Round Rock City of Round Rock
221 East Main 309 East Main
Round Rock,TX 78664-5299 Round Rock,TX 78664
2. WORKERS COMPENSATION INSURANCE
2.1. Texas Labor Code,Section 406.098 requires workers'compensation insurance coverage for all
persons providing services on building or construction projects for a governmental entity.
2.1.1. Certificate of coverage("certificate")-A copy of a certificate of insurance, a certificate
of authority to self-insure issued by the Texas Workers'Compensation Commission,or
a coverage agreement(fWCC-81,TWCC-82,TWCC-83,or TWCC-84),showing
statutory workers'compensation insurance coverage for the person's or entity's
employees providing services on a project,for the duration of the project.
2.1.2. Duration of the project-includes the time from the beginning.of the work on the project
until the CONTRACTOR'S/person's work on the project has•been completed and
accepted by the OWNER.
2.2. Persons providing services on the project("subcontractor")in Section 406.096-includes all
persons or entities performing all or part of the services the CONTRACTOR has undertaken to
perform on the project, regardless of whether that person contracted directly with the
CONTRACTOR and regardless of whether that person has employees. This includes,without
limitation, independent contractors,subcontractors, leasing companies, motor carriers, owner-
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operators,employees of any such entity, or employees of any entity,which furnishes persons to
provide services on the project. "Services"include,without limitation, providing,hauling,or
delivering equipment or materials, or providing labor,transportation,or other service related to
a project. "Services" does not include activities unrelated to the project,such as food/beverage
vendors,office supply deliveries, and delivery of portable toilets.
2.3. The CONTRACTOR shall provide coverage,based on proper reporting of classification codes
and payroll amounts and filing of any coverage agreements,that meets the statutory
requirements of Texas Labor Code,Section 401.011(44)for all employees of the
CONTRACTOR providing services on the project,for the duration of the project.
2.4. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being
awarded the agreement.
2.5. If the coverage period shown on the CONTRACTOR'S current certificate of coverage ends
during the duration of the project, the CONTRACTOR shall, prior to the end of the coverage
period,file a new certificate of coverage with the OWNER showing that coverage has been
extended.
2.6. The CONTRACTOR shall obtain from each person providing services on a project, and provide
to the OWNER:
2.6.1. a certificate of coverage, prior to that person beginning work on the project,so the
OWNER will have on file certificates of coverage showing coverage for all persons
providing services on the project;and
2.6.2. no later than seven(7)calendar days after receipt by the COFJTRACTOR, a new
certificate of coverage showing extension of coverage, if the coverage period shown on
the current certificate of coverage ends during the duration of the project.
2.7. The CONTRACTOR shall retain all required certificates of coverage for the duration of the
project and for one(1)year thereafter.
2.8. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal delivery,
within ten(10)calendar days after the CONTRACTOR knew or should have known,or any
change that materially affects the provision of coverage of any person providing services on the
project.
2.9. The CONTRACTOR shall post on each project site a notice,in the text,form and manner
prescribed by the Texas Workers'Compensation Commission,informing all persons providing
services on the project that they are required to be covered,and stating how a person may
verify coverage and report lack of coverage.
2.10. The CONTRACTOR shall contractually require each person with whom it contracts to provide
services on a project,to:
2.10.1. provide coverage,based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements,that meets the statutory requirements
of Texas Labor Code,Section 401.011(44)for all its employees providing services on
the project,for the duration of the project;
2.10.2. provide to the CONTRACTOR, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees of the
person providing services on a project,for the duration of the project;
2.10.3. provide the CONTRACTOR, prior to the end of the coverage period,a new certificate of
coverage showing extension of coverage, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
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�aoUNDaocK.Texas DATED:JULY 2011
T
MP Mi.P MMM MMfi PITY
2.10.3.1. obtain from each other person with whom it contracts,and provide to the
CONTRACTOR:
2.10.3.1.1.a certificate of coverage,prior to the other person beginning work
on the project;and
2.10.3.1.2.a new certificate of coverage showing extension of coverage,
prior to the end of the coverage period, if the coverage period
shown on the current certificate of coverage ends during the
duration of the project
2.10.3.2. retain all required certificates of coverage on file for the duration of the
project and for one (1)year thereafter;
2.10.3.3. notify the OWNER in writing by certified mail or personal delivery,within ten
(10)calendar days after the person knew or should have known,of any
change that materially affects the provision of coverage of any person
providing services on the project;and
2.10.3.4. contractually require each person with whom it contracts,to perform as
required by paragraphs(2.1 thru 2.7),with the certificates of coverage to be
provided to the person for whom they are providing services.
2.10.3.5. By signing the solicitation associated with the specification, or providing, or
causing to be provided a certificate of coverage,the Contractor is
representing to the Owner that all employees of the Contractor who will
provide services on the project will be covered by workers'compensation
coverage for the duration of the project,that the coverage will be based on
proper reporting of classification codes and payroll amounts, and that all
coverage agreements will be filed with the appropriate insurance carrier or,in
the case of a self-insured,with the Commission's Division of Self-Insurance
Regulation. Providing false or misleading information may subject the
Contractor to administrative penalties,criminal penalties;,civil penalties, or
other civil actions.
2.10.3.6. The Contractor's failure to comply with any of these provisions is a breach of
contract by the Contractor that entitles the Owner to declare the agreement
void if the Contractor does not remedy the breach within ten(10)calendar
days after receipt of notice of breach from the owner.
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